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Yahoo
13 hours ago
- Automotive
- Yahoo
AAM Recognizes Top Suppliers with Awards
Annual Supplier Day Event Awards 16 Suppliers DETROIT, June 18, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL), a leading global Tier 1 automotive supplier of driveline and metal forming technologies, named top suppliers during their Supplier Day event. The annual event recognizes key suppliers with Supplier of the Year Awards and Supplier Excellence Awards across delivery, quality, launch performance, innovation and sustainability. "It's an honor every year to recognize our top performing supplier partners who go above and beyond for AAM and contribute to the automotive industry," said David C. Dauch, AAM Chairman and Chief Executive Officer. "They are an integral part of our business and demonstrate excellence in their operations and service. Congratulations to our Supplier of the Year and Supplier Excellence Award winners." This year, three suppliers received AAM's top awards for overall performance. AAM's first 2025 Supplier of the Year Award for Direct Material was presented to Baoding Dongli Machinery Co., Ltd., a partner for over 20 years that provides 88 iron-casting, steel-forging and aluminum parts to multiple AAM Manufacturing Facilities in Europe and China. Among other achievements, this supplier demonstrated a collaborative approach to its relationship with AAM by establishing local warehouses near AAM's European facilities. AAM's second 2025 Supplier of the Year Award for Direct Material was presented to Steel Dynamics Inc. – Engineered Bar Products Division. The company supplies multiple AAM Metal Forming facilities with SAE-grade engineered special bar quality (SBQ) products and operates a bar finishing facility that offers key downstream processes including turning, polishing, straightening and other critical finishing operations. This supplier demonstrated the ability to provide nearly 75,000 tons of steel to our facilities with outstanding quality performance. AAM's third 2025 Supplier of the Year Award for Indirect Material was presented to Okuma America Corporation, a global leader in computer numeric control (CNC) machine tools, controls and automation systems. Okuma has consistently delivered high-quality machining centers that have played a key role in advancing AAM's manufacturing capabilities. Additionally, 13 other suppliers were honored with AAM Supplier Excellence Awards for their demonstrated success in delivery, quality, launch performance, innovation and sustainability. The awardees are: Delivery: Mecanica Garcia Industrial Warren Industries Webco Industries, Inc. Quality: Bocar Guangdong Hongteo Technology Co., Ltd. Tubos De Acero De Mexico S.A. (Tenaris) Launch Performance: Johnson Electric Otomotiv Ürünleri Limited Şirketi Wayne Manufacturing Zouping Tiansheng Metal Technology Co., Ltd. Innovation: Ansys Apera AI Neural Concept Sustainability: CEVA Logistics AAM has recognized exceptional suppliers each year since its founding in 1994. AAM Associates from global procurement, engineering, supplier quality, manufacturing and supply chain management selected this year's award winners based on several criteria including delivery performance, product quality, launch execution, sustainability commitment and technology leadership. About AAMAs a leading global Tier 1 Automotive and Mobility Supplier, AAM (NYSE: AXL) designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with over 75 facilities in 16 countries, AAM is Bringing the Future Faster for a safer and more sustainable tomorrow. To learn more, visit About Baoding Dongli Machinery Co., Ltd. Baoding Dongli Machinery Co., Ltd. was established in September 1998, with two production sites in Baoding Dongli and Shandong Anuoda, as well as two sales companies, Dongli Germany and Dongli USA. The company has developed four product series engine damper parts, chassis suspension shock absorber assemblies, transmission parts and other precision parts, with 800+ products in total. To learn more, visit About Steel Dynamics Steel Dynamics is a leading industrial metals solutions company, with facilities located throughout the United States, and in Mexico. The company operates using a circular manufacturing model, producing lower-carbon-emission, quality products with recycled scrap as the primary input. Steel Dynamics is one of the largest domestic steel producers and metal recyclers in North America, combined with a meaningful downstream steel fabrication platform. The company is also currently investing in aluminum operations to further diversify its product offerings, with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. Steel Dynamics is committed to operating with the highest integrity and to being the safest, most efficient producer of high-quality, broadly diversified, value-added metal products. To learn more, visit About Okuma Corporation Okuma America Corporation is the U.S.-based sales and service affiliate of Okuma Corporation, a world leader in CNC (computer numeric control) machine tools, controls and automation systems. The company was founded in 1898 in Nagoya, Japan, and is the industry's only single-source provider of CNC machines, controls, drives, motors, encoders, spindles and automation systems, all manufactured by Okuma. The company designs its own CNC controls to integrate seamlessly with each machine tool's functionality. In 2014 Okuma launched the Okuma App Store, the industry's only centralized online marketplace for machine tool apps and related content. Along with its extensive distribution network (largest in the Americas), and Partners in Technology network of enhanced manufacturing technologies, Okuma is committed to helping users gain competitive advantages through the open possibilities of machine tools today and into the future. To learn more, visit Media Contact: Christopher M. SonVice President, Marketing & Communications - AAM (313) 758-4814 View original content to download multimedia: SOURCE American Axle & Manufacturing Holdings, Inc.
Yahoo
11-06-2025
- Automotive
- Yahoo
AAM Secures New Business to Support Scout Motors' Iconic SUV and Truck Launch
DETROIT, June 11, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) announced it has secured an agreement with Scout Motors to supply front electric drive units (EDUs) and rear e-Beam axles for the much-anticipated launch of the all-new electric Traveler SUV and Terra pickup truck. Both the Scout Traveler SUV and Scout Terra pickup truck will be built on a body-on-frame chassis and configurable with 100 percent battery electric or gasoline fueled range-extended energy systems to give customers the confidence they need to electrify on their terms. "We are honored to support the rebirth of the iconic Scout brand and play a significant role in these important vehicle launches with AAM's award-winning electric drive technology," said AAM Chairman and Chief Executive Officer, David C. Dauch. "Additionally, Scout and AAM share a commitment to American design, engineering and innovation with both companies having a strong presence in the U.S." Scout Motors is accepting customer order reservations now, with initial production of the Traveler and Terra vehicles targeted to begin in 2027. About AAMAs a leading global Tier 1 Automotive and Mobility Supplier, AAM designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit, MI, with over 75 facilities in 16 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. To learn more, visit About Scout MotorsThe Scout, originally produced by International Harvesters from 1961-80, was the world's first utility vehicle capable of both off-road adventure and family duty. It was the 8-day-a-week truck. Scout is now an American icon whose heritage is kept alive by a dedicated community of doers who continue to push their vehicles on the farm, in the wilderness, and on family outings. Scout Motors was formed to craft the next era of trucks and rugged SUVs rooted in the same tradition that made the original Scout an American icon. Scout Motors is revitalizing a legend and returning to American shores. To learn more, visit For more information, contact: Christopher M. Son Vice President, Marketing & Communications, AAM (313) 758-4814 Or visit the AAM website at View original content to download multimedia: SOURCE American Axle & Manufacturing Holdings, Inc.
Yahoo
14-02-2025
- Business
- Yahoo
AAM Reports Fourth Quarter and Full Year 2024 Financial Results
AAM Delivers Solid Full Year 2024 Adjusted EBITDA Growth DETROIT, Feb. 14, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) today reported its financial results for the fourth quarter and full year 2024. Fourth Quarter 2024 Results Sales of $1.38 billion Net loss of $(13.7) million, or (1.0)% of sales Adjusted EBITDA of $160.8 million, or 11.6% of sales Loss per share of $(0.12); Adjusted loss per share of $(0.06) Net cash provided by operating activities of $151.2 million; Adjusted free cash flow of $79.2 million Full Year 2024 Results Sales of $6.12 billion Net income of $35.0 million, or 0.6% of sales Adjusted EBITDA of $749.2 million, or 12.2% of sales Diluted earnings per share of $0.29; Adjusted earnings per share of $0.51 Net cash provided by operating activities of $455.4 million; Adjusted free cash flow of $230.3 million "AAM delivered strong full year Adjusted EBITDA growth driven in large part by operational performance," said AAM's Chairman and Chief Executive Officer, David C. Dauch. "As we look to 2025, AAM will remain focused on optimization of our core business while closing on our announced combination with the Dowlais Group." AAM's sales in the fourth quarter of 2024 were $1.38 billion as compared to $1.46 billion in the fourth quarter of 2023. Sales for the fourth quarter of 2024 were negatively impacted by volume and mix. AAM's sales for full year 2024 were $6.12 billion as compared to $6.08 billion for full year 2023. AAM's net loss in the fourth quarter of 2024 was $(13.7) million, or $(0.12) per share, as compared to net loss of $(19.1) million, or $(0.16) per share in the fourth quarter of 2023. AAM's net income for full year 2024 was $35.0 million, or $0.29 per share, as compared to net loss of $(33.6) million, or $(0.29) per share, for full year 2023. AAM's Adjusted loss per share in the fourth quarter of 2024 was $(0.06) as compared to Adjusted loss per share of $(0.09) in the fourth quarter of 2023. AAM's Adjusted earnings per share for full year 2024 was $0.51 as compared to Adjusted loss per share of $(0.09) for full year 2023. In the fourth quarter of 2024, AAM's Adjusted EBITDA was $160.8 million, or 11.6% of sales, as compared to $169.5 million, or 11.6% of sales, in the fourth quarter of 2023. For full year 2024, AAM's Adjusted EBITDA was $749.2 million, or 12.2% of sales, as compared to $693.3 million, or 11.4% of sales, in 2023. AAM's net cash provided by operating activities for the fourth quarter of 2024 was $151.2 million as compared to $52.9 million for the fourth quarter of 2023. AAM's net cash provided by operating activities for full year 2024 was $455.4 million as compared to $396.1 million for full year 2023. AAM's Adjusted free cash flow for the fourth quarter of 2024 was $79.2 million as compared to $4.5 million for the fourth quarter of 2023. AAM's Adjusted free cash flow for full year 2024 was $230.3 million as compared to $219.0 million for full year 2023. AAM's 2025 Financial OutlookAAM's full year 2025 financial targets are as follows: AAM is targeting sales in the range of $5.8- $6.05 billion. AAM is targeting Adjusted EBITDA in the range of $700 - $760 million. AAM is targeting Adjusted free cash flow in the range of $200 - $230 million; this target assumes capital spending of approximately 5% of sales. These targets are based on the following assumptions for 2025: North American light vehicle production of approximately 15.1 million units. AAM's production estimates of key programs that we support. Current customer launch schedules and operating environment. AAM's 2025 financial outlook does not account for any changes to future policy, including tariffs, tax and other regulations. AAM's outlook assumes the sale of AAM's commercial vehicle axle business in India is completed by July 1, 2025. Does not reflect any costs and expenses relating to the announced combination with Dowlais, which will impact actual results. Reflects guidance for AAM on a stand-alone pre-combination basis only. Fourth Quarter 2024 Conference Call InformationA conference call to review AAM's fourth quarter results is scheduled today at 10:00 a.m. ET. Interested participants may listen to the live conference call by logging onto AAM's investor web site at or calling (877) 883-0383 from the United States or (412) 902-6506 from outside the United States with access code 0198702. A replay will be available one hour after the call is complete until February 21, 2025 by dialing (877) 344-7529 from the United States or (412) 317-0088 from outside the United States. When prompted, callers should enter replay access code 2688905. Non-GAAP Financial InformationIn addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) included within this press release, AAM has provided certain information, which includes non-GAAP financial measures such as Adjusted EBITDA, Adjusted earnings per share and Adjusted free cash flow. Such information is reconciled to its most directly comparable GAAP measure in accordance with Securities and Exchange Commission rules and is included in the attached supplemental data. Certain of the forward-looking financial measures included in this earnings release are provided on a non-GAAP basis. A reconciliation of non-GAAP forward-looking financial measures to the most directly comparable forward-looking financial measures calculated and presented in accordance with GAAP has been provided. The amounts in these reconciliations are based on our current estimates and actual results may differ materially from these forward-looking estimates for many reasons, including potential event driven transactional and other non-core operating items and their related effects in any future period, the magnitude of which may be significant. Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of AAM's business and operating performance. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies. Definition of Non-GAAP Financial MeasuresAAM defines Adjusted earnings per share to be diluted earnings per share excluding the impact of impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges, and non-recurring items, including the tax effect thereon. AAM defines EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items. AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. Adjusted free cash flow is defined as free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs, and cash payments related to the Malvern fire, including payments for capital expenditures, net of recoveries. Company DescriptionAs a leading global Tier 1 Automotive and Mobility Supplier, AAM (NYSE: AXL) designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit, with over 75 facilities in 16 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. To learn more, visit Forward-Looking StatementsIn this earnings release, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: global economic conditions, including the impact of inflation, recession or recessionary concerns, or slower growth in the markets in which we operate; reduced purchases of our products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; our ability to respond to changes in technology, increased competition or pricing pressures; our ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; our ability to attract new customers and programs for new products; reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures; risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement (USMCA), compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise; a significant disruption in operations at one or more of our key manufacturing facilities; risks inherent in transitioning our business from internal combustion engine vehicle products to hybrid and electric vehicle products; our ability to realize the expected revenues from our new and incremental business backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants; our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes; an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the carrying values of those assets exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers; our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at our facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage; our ability to maintain satisfactory labor relations and avoid work stoppages; our ability to achieve the level of cost reductions required to sustain global cost competitiveness or our ability to recover certain cost increases from our customers; price volatility in, or reduced availability of, fuel; our ability to protect our intellectual property and successfully defend against assertions made against us; adverse changes in laws, government regulations or market conditions affecting our products or our customers' products; our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; changes in liabilities arising from pension and other postretirement benefit obligations; our ability to attract and retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder our ability to compete. It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Additional InformationThis press release may be deemed to be solicitation material in respect of AAM's combination with Dowlais Group (the "Combination"), including the issuance of AAM's shares of common stock in respect of the Combination. In connection with the foregoing proposed issuance of AAM's shares of common stock, AAM expects to file a proxy statement on Schedule 14A (together with any amendments and supplements thereto, the "Proxy Statement") with Securities and Exchange Commission the ("SEC"). To the extent the Combination is effected as a scheme of arrangement under English law, the issuance of AAM's shares of common stock in connection with the Combination would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act of 1933 (the "Securities Act"). In the event that AAM exercises its right to elect to implement the Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or otherwise determines to conduct the Combination in a manner that is not exempt from the registration requirements of the Securities Act, AAM expects to file a registration statement with the SEC containing a prospectus with respect to the AAM's shares that would be issued in the Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY AAM WITH THE SEC OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AAM, THE COMBINATION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by AAM with the SEC at the SEC's website at In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by AAM with the SEC at Participants in the SolicitationAAM and its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from AAM's shareholders in respect of the Combination, including the proposed issuance of AAM's shares of common stock in connection with the Combination. Information regarding AAM's directors and executive officers is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16, 2024, the definitive proxy statement on Schedule 14A for AAM's 2024 annual meeting of stockholders, which was filed with the SEC on March 21, 2024 and the Current Report on Form 8-K of AAM, which was filed with the SEC on May 2, 2024. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it is filed with the SEC. To the extent holdings of AAM's securities by its directors or executive officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by AAM. These documents may be obtained free of charge from the SEC's website at and AAM's website at Profit Forecasts and EstimatesThe statements in this press release setting out targets for Adjusted EBITDA and Adjusted free cash flow of AAM for FY25 (together, the "AAM FY25 Profit Forecast") constitute profit forecasts of AAM for the purposes of Rule 28.1(a) of the UK Takeover Code (Code). The UK Takeover Panel has granted AAM a dispensation from the requirement to include reports from reporting accountants and AAM's financial advisers in relation to the FY25 Profit Forecast because it is an ordinary course profit forecast and Dowlais has agreed to the dispensation. Other than the AAM FY25 Profit Forecast, nothing in this press release (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period or is to be interpreted to mean that earnings or earnings per share of AAM or Dowlais for the current or future financial years will necessarily match or exceed the published earnings or earnings per share of AAM or Dowlais, as appropriate. AAM Directors' ConfirmationIn accordance with Rule 28.1(c)(i) of the Code, the AAM directors confirm that, as at the date of this press release, the AAM FY25 Profit Forecast is valid and has been properly compiled on the basis of the assumptions stated in AAM's RNS announcement on or around the date of this press release and that the basis of accounting used is consistent with AAM's accounting policies. For more information:Investor ContactDavid H. Lim Head of Investor Relations (313) 758-2006 Media ContactChristopher M. SonVice President, Marketing & Communications(313) Or visit the AAM website at AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Twelve Months EndedDecember 31,December 31,2024202320242023(in millions, except per share data) Net sales $ 1,380.8$ 1,463.0$ 6,124.9$ 6,079.5 Cost of goods sold 1,226.51,308.15,383.55,455.2 Gross profit 154.3154.9741.4624.3 Selling, general and administrative expenses 89.095.7387.1366.9 Amortization of intangible assets 20.821.482.985.6 Impairment charge ——12.0— Restructuring and acquisition-related costs 8.39.018.025.2 Operating income 36.228.8241.4146.6 Interest expense (43.9)(50.2)(186.0)(201.7) Interest income 6.67.328.126.2 Other income (expense):Debt refinancing and redemption costs (0.1)(1.0)(0.6)(1.3) Pension curtailment and settlement charges —(1.3)—(1.3) Gain (loss) on equity securities —0.1(0.1)(1.1) Other income (expense), net (5.7)3.0(20.0)8.1 Income (loss) before income taxes (6.9)(13.3)62.8(24.5) Income tax expense 6.85.827.89.1 Net income (loss) $ (13.7)$ (19.1)$ 35.0$ (33.6) Diluted earnings (loss) per share $ (0.12)$ (0.16)$ 0.29$ (0.29) AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) December 31,2024December 31,2023(in millions) ASSETSCurrent assetsCash and cash equivalents $ 552.9$ 519.9 Accounts receivable, net 709.1818.5 Inventories, net 442.5482.9 Prepaid expenses and other 152.2185.3 Current assets held-for-sale 58.1— Total current assets 1,914.82,006.6 Property, plant and equipment, net 1,622.81,760.9 Deferred income taxes 199.5169.4 Goodwill 172.0182.1 Other intangible assets, net 456.7532.8 GM postretirement cost sharing asset 111.7111.9 Operating lease right-of-use assets 110.3115.6 Other assets and deferred charges 472.1477.0 Total assets $ 5,059.9$ 5,356.3 LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesCurrent portion of long-term debt $ 47.9$ 17.0 Accounts payable 700.5773.9 Accrued compensation and benefits 193.0200.1 Deferred revenue 14.216.6 Current portion of operating lease liabilities 22.821.9 Accrued expenses and other 172.4172.1 Current liabilities held-for-sale 24.4— Total current liabilities 1,175.21,201.6 Long-term debt, net 2,576.92,751.9 Deferred revenue 37.070.4 Deferred income taxes 11.816.5 Long-term portion of operating lease liabilities 89.995.5 Postretirement benefits and other long-term liabilities 606.3615.5 Total liabilities 4,497.14,751.4 Total stockholders' equity 562.8604.9 Total liabilities and stockholders' equity $ 5,059.9$ 5,356.3 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)Three Months Ended Twelve Months Ended December 31,December 31, 2024202320242023 (in millions) Operating activities Net income (loss)$ (13.7)$ (19.1)$ 35.0$ (33.6) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization115.4121.4469.7487.2 Impairment charges——12.0— Other49.5(49.4)(61.3)(57.5) Net cash provided by operating activities151.252.9455.4396.1Investing activities Purchases of property, plant and equipment(78.0)(56.0)(248.0)(194.6) Proceeds from sale of property, plant and equipment0.40.14.00.9 Acquisition of business, net of cash acquired(0.6)(0.6)(7.3)(2.5) Proceeds from government grants——2.0— Other(2.4)(1.3)(5.5)11.7 Net cash used in investing activities(80.6)(57.8)(254.8)(184.5)Financing activities Net debt activity(56.2)(94.3)(150.1)(177.2) Other6.0(3.0)(6.1)(28.3) Net cash used in financing activities(50.2)(97.3)(156.2)(205.5)Effect of exchange rate changes on cash(10.0)6.5(11.4)2.3Net increase (decrease) in cash and cash equivalents10.4(95.7)33.08.4Cash and cash equivalents at beginning of period542.5615.6519.9511.5Cash and cash equivalents at end of period$ 552.9$ 519.9$ 552.9$ 519.9 AMERICAN AXLE & MANUFACTURING HOLDINGS, DATA(Unaudited) The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance. Earnings before interest expense, income taxes and depreciation and amortization (EBITDA) and Adjusted EBITDA(a) Three Months Ended Twelve Months EndedDecember 31,December 31,2024202320242023(in millions) Net income (loss) $ (13.7)$ (19.1)$ 35.0$ (33.6) Interest expense 43.950.2186.0201.7 Income tax expense 6.85.827.89.1 Depreciation and amortization 115.4121.4469.7487.2 EBITDA 152.4158.3718.5664.4 Restructuring and acquisition-related costs 8.39.018.025.2 Debt refinancing and redemption costs 0.11.00.61.3 Impairment charge ——12.0— Loss (gain) on equity securities —(0.1)0.11.1 Pension curtailment and settlement charges —1.3—1.3 Adjusted EBITDA $ 160.8$ 169.5$ 749.2$ 693.3Adjusted earnings (loss) per share(b) Three Months Ended Twelve Months EndedDecember 31,December 31,2024202320242023 Diluted earnings (loss) per share $ (0.12)$ (0.16)$ 0.29$ (0.29) Restructuring and acquisition-related costs 0.070.070.140.22 Debt refinancing and redemption costs —0.010.010.01 Impairment charge ——0.10— Loss on equity securities ———0.01 Pension curtailment and settlement charges —0.01—0.01 Tax effect of adjustments (0.01)(0.02)(0.03)(0.05) Adjusted earnings (loss) per share $ (0.06)$ (0.09)$ 0.51$ (0.09) Adjusted earnings (loss) per share are based on weighted average diluted shares outstanding of 117.6 million and 117.1 million for the three months ended December 31, 2024 and 2023 respectively, and 121.9 million and 116.6 million for the twelve months ended December 31, 2024 and 2023, respectively. AMERICAN AXLE & MANUFACTURING HOLDINGS, DATA(Unaudited) The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance. Free cash flow and Adjusted free cash flow(c) Three Months Ended Twelve Months EndedDecember 31,December 31,2024202320242023(in millions) Net cash provided by operating activities $ 151.2$ 52.9$ 455.4$ 396.1 Capital expenditures net of proceeds from the sale of property, plant and equipment and from government grants (77.6)(55.9)(242.0)(193.7) Free cash flow 73.6$ (3.0)213.4202.4 Cash payments for restructuring and acquisition-related costs 5.67.516.923.6 Insurance proceeds related to Malvern fire, net ———(7.0) Adjusted free cash flow $ 79.2$ 4.5$ 230.3$ 219.0Segment Financial Information Three Months Ended Twelve Months EndedDecember 31,December 31,2024202320242023(in millions) Segment Sales Driveline $ 979.6$ 1,015.2$ 4,253.3$ 4,176.7 Metal Forming 520.6576.22,414.32,454.3 Total Sales 1,500.21,591.46,667.66,631.0 Intersegment Sales (119.4)(128.4)(542.7)(551.5) Net External Sales $ 1,380.8$ 1,463.0$ 6,124.9$ 6,079.5 Segment Adjusted EBITDA(a)Driveline $ 133.3$ 140.1$ 578.2$ 543.6 Metal Forming 27.529.4171.0149.7 Total Segment Adjusted EBITDA $ 160.8$ 169.5$ 749.2$ 693.3 Full Year 2025 Financial Outlook Adjusted EBITDALow EndHigh End(in millions) Net income $ 25$ 60 Interest expense 170180 Income tax expense 1530 Depreciation and amortization 465465 Full year 2025 targeted EBITDA 675735 Restructuring costs 2525 Full year 2025 targeted Adjusted EBITDA $ 700$ 760Adjusted Free Cash FlowLow EndHigh End(in millions) Net cash provided by operating activities $ 475$ 505 Capital expenditures net of proceeds from the sale of property, plant and equipment (300)(300) Full year 2025 targeted Free Cash Flow 175205 Cash payments for restructuring costs 2525 Full year 2025 targeted Adjusted Free Cash Flow $ 200$ 230 ___________ (a) We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items. We believe that EBITDA and Adjusted EBITDA are meaningful measures of performance as they are commonly utilized by management and investors to analyze operating performance and entity valuation. Our management, the investment community and the banking institutions routinely use EBITDA and Adjusted EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers. We also use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. EBITDA and Adjusted EBITDA are also key metrics used in our calculation of incentive compensation. EBITDA and Adjusted EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under GAAP. Other companies may calculate EBITDA and Adjusted EBITDA differently. (b) We define Adjusted earnings per share to be diluted earnings per share excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items, including the tax effect thereon. We believe Adjusted earnings per share is a meaningful measure as it is commonly utilized by management and investors in assessing ongoing financial performance that provides improved comparability between periods through the exclusion of certain items that management believes are not indicative of core operating performance and which may obscure underlying business results and trends. Other companies may calculate Adjusted earnings per share differently. (c) We define free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. Adjusted free cash flow is defined as free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs and cash payments related to the Malvern fire, including payments for capital expenditures, net of recoveries. We believe free cash flow and Adjusted free cash flow are meaningful measures as they are commonly utilized by management and investors to assess our ability to generate cash flow from business operations to repay debt and return capital to our stockholders. Free cash flow and Adjusted free cash flow are also key metrics used in our calculation of incentive compensation. Other companies may calculate free cash flow and Adjusted free cash flow differently. 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Yahoo
29-01-2025
- Automotive
- Yahoo
American Axle to Acquire Dowlais in $1.44 Billion Deal, Creating Global Auto Supplier
American Axle & Manufacturing (AXL, Financials) has reached an agreement to acquire Dowlais Group in a $1.44 billion cash-and-stock deal, the companies announced Wednesday. Warning! GuruFocus has detected 5 Warning Signs with AXL. Combining internal combustion engine, hybrid, and electric vehicle categories will provide a worldwide driveline and metal-forming supplier with a varied client base. Under the deal, Dowlais owners will get 0.0863 new AAM stock, 42 pence per share in cash, and up to a 2.8 penny final dividend for fiscal year 2024. After the acquisition is complete, Dowlais stockholders will possess 49%; AAM owners would hold about 51% of the merged company. Using the Jan. 28 closing share price of AAM and the GBP/USD exchange rate, the deal values Dowlais at around 1.16 billion on a fully diluted basis. This is a 25% premium to Dowlais' Jan. 28 closing share price and a 45% premium to its volume-weighted average price over the last three months. AAM anticipates the combination to be substantially accretive to profits in the first full year following completion and to provide yearly cost synergies of around $300 million. Furthermore projected to improve cash flow and hasten debt reduction is the acquisition. Under the transaction, David C. Dauch, AAM Chairman and CEO, will oversee the merged firm from Detroit. Along with four Dowlais executives filling the leadership team, two independent directors from Dowlais, Simon Mackenzie Smith and Fiona MacAulay, will join AAM's board. Though AAM has the ability to seek an alternative takeover structure, the acquisition will be carried out via a court-approved plan of arrangement under Part 26 of the UK Companies Act 2006. Expected to conclude by the end of 2025, the agreement is still subject to shareholder and regulatory approval. Once completed, AAM will keep trading under the ticker "AXL" on the New York Stock Exchange. Applications will be filed to delist Dowlais shares from the UK Official List and London Stock Exchange. AAM gave early unaudited financial predictions for fiscal year 2024, projecting revenues between $6.10 billion and $6.15 billion, adjusted EBITDA between $740 million and $750 million, and adjusted free cash flow in the range of $220 million to $230 million. This article first appeared on GuruFocus. Sign in to access your portfolio
Yahoo
29-01-2025
- Automotive
- Yahoo
AAM Announces Combination with Dowlais for $1.44 Billion in Cash and Stock
Creates leading global driveline and metal forming supplier with comprehensive product portfolio and diversified customer base Combination will have expanded and balanced geographic presence across multiple automotive segments supporting ICE, Hybrid and Electric powertrains; expected to generate annual revenues of approximately $12 billion on a non-adjusted combined basis Expected to deliver approximately $300 million annual run rate cost synergies and high earnings accretion in the first full year following the close of the transaction Strengthened cash flow profile and balance sheet to accelerate deleveraging and shareholder value creation DETROIT, Jan. 29, 2025 /PRNewswire/ -- American Axle & Manufacturing (AAM), (NYSE: AXL) is pleased to announce that it has reached an agreement with the board of the Dowlais Group plc (Dowlais), (LON: DWL) on the terms of a recommended cash and share offer to be made by AAM for the entire issued and to be issued ordinary share capital of Dowlais (the "Combination") for approximately $1.44 billion in cash and AAM shares. With a combined portfolio of products essential in the manufacturing of internal combustion engine (ICE), hybrid and electric vehicles (EV), coupled with an enhanced cost structure, the combined company will be well-positioned to serve a diverse customer base spanning multiple geographies and support changing propulsion trends as the industry continues to evolve. Under the terms of the agreement, Dowlais shareholders will be entitled to receive for each share of Dowlais' common stock: 0.0863 shares of new AAM common stock, 42 pence per share in cash and up to a 2.8 pence of Dowlais FY24 final dividend prior to closing. Upon closing of the transaction, it is expected that AAM shareholders will own approximately 51% of the combined group and Dowlais shareholders will own approximately 49%. Based on AAM's closing share price and the Sterling to Dollar exchange rate on January 28, 2025, the terms of the Combination (including the FY24 final dividend) represent a total implied value of 85.2 pence per Dowlais share and value the entire issued and to be issued ordinary share capital of Dowlais at approximately £1.16 billion on a fully diluted basis. This represents a 25 percent current premium to Dowlais' January 28, 2025 closing share price and a 45 percent premium to the volume-weighted average share price of Dowlais for the three-month period ended January 28, 2025. "This announcement marks another key milestone in our continued long-term strategic growth plan," said David C. Dauch, AAM's Chairman and Chief Executive Officer. "We are excited to bring together these two outstanding companies to create a leading driveline and metal-forming supplier serving the global automotive industry as it continues to evolve. The combination will create significant immediate and long-term shareholder value while helping to power a more sustainable future. Together with Dowlais, we will have the powertrain-agnostic product portfolio, global reach, commitment to innovation and financial strength to meet the needs of customers and succeed in a dynamic market environment." Simon Mackenzie Smith, Dowlais' Chair, commented, "The Dowlais Board is unanimous in its view that the proposed combination with AAM offers a compelling opportunity to unlock value for our shareholders. The strategic rationale for the combination is clear: together, we create a global leader with enhanced financial strength, broader diversification and a market-leading product portfolio that spans traditional and electrified powertrain solutions. Importantly, our shareholders will benefit not only from an immediate premium, but also from the significant synergies that this combination will deliver. Whilst the Dowlais Board remain confident in our stand-alone strategy, this transaction creates significant shareholder value while ensuring that our outstanding businesses continue to shape the future of mobility." Liam Butterworth, Dowlais' Chief Executive Officer, added, "Today's announcement marks a significant opportunity to build on the success of Dowlais Group. The combination of the two companies accelerates the execution of our strategy by leveraging our combined scale, resources, capabilities, and outstanding management teams. Our product portfolios and technological expertise are highly complementary, positioning us to better serve our customers and exceed their expectations. This transaction also combines our respective strengths in innovation, technology, and talent, creating a solid foundation for delivering long-term value to our shareholders. Our shared vision is to be a leading supplier of power-agnostic products as the world transitions to electrified mobility while maintaining operational excellence and driving sustainable growth, improved margins, and stronger cash flow generation. Together, we will unlock significant synergies, accelerate innovation, and position the combined group for long-term success in a dynamic industry. I am incredibly proud of what our team has achieved and excited about the opportunities that lie ahead for the combined group." Compelling Strategic RationaleThere are strategic reasons that make this combination very compelling, these include: Creates a leading global driveline and metal-forming supplier with significant size and scale Comprehensive powertrain-agnostic product portfolio with leading technology Diversified customer base with expanded and balanced geographic presence Compelling industrial logic with approximately $300 million synergies High margins with strong earnings accretion, cash flow and balance sheet Strong Financial Profile and Balance SheetOn a 2023 non-adjusted basis, the combined company generated approximately $12 billion in annual revenue. AAM expects the transaction to have high earnings accretion in the first full year following the close of the transaction. The cash portion of the consideration will be funded through a combination of cash on hand and debt. The transaction is expected to be approximately net leverage neutral at closing (before synergies). The combined company's improved financial profile and free cash flow generation are expected to support investment in future growth initiatives and accelerate leverage reduction in the near term, while targeting a more balanced capital allocation policy below 2.5x net leverage. Governance and LeadershipThe transaction has been unanimously approved by the boards of directors of AAM and Dowlais. Following the close of the transaction, the combined company will be headquartered in Detroit, MI and will be led by David C. Dauch, AAM's Chairman and CEO. Effective as of the closing of this transaction, two independent directors of Dowlais, Simon Mackenzie Smith and Fiona MacAulay, are expected to join the board of the combined group. In addition, four Dowlais executives will be invited to join the AAM executive leadership team. Transaction StructureThe combination is expected to be effected by means of a Court-sanctioned scheme of arrangement between Dowlais and its shareholders under Part 26 of the Companies Act 2006, although AAM reserves the right to elect to implement the combination by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act 2006). The transaction is anticipated to close by the end of 2025, subject to approval by both sets of shareholders, regulatory approvals and satisfaction of customary closing conditions. Committed financing is in place to support the transaction. Upon completion, AAM will continue to trade on the New York Stock Exchange under the ticker symbol "AXL" and the new AAM shares will be authorized for primary listing on the New York Stock Exchange subject to official notice of issuance. Applications will be made to the London Stock Exchange to cancel trading in Dowlais shares on the Main Market of the London Stock Exchange, and to the UK Listing Authority to cancel the listing of Dowlais shares on the Official List, in each case with effect from or shortly following the effective date. The UK Takeover Code Rule 2.7 Announcement, a copy of this press release and further information can be found at the dedicated transaction microsite, Preliminary Full Year 2024 FinancialsAAM provided preliminary unaudited full year 2024 estimated results: AAM is estimating sales in the range of $6.10 - $6.15 billion. AAM is estimating Adjusted EBITDA in the range of $740 - $750 million. AAM is estimating Adjusted free cash flow in the range of $220 - $230 million. The foregoing estimated financial results for the fiscal year ended December 31, 2024 are preliminary, unaudited and represent the most recent current information available to AAM and its management. AAM's actual results may differ from these estimated financial results, including due to the completion of its financial closing procedures and final adjustments. Conference Call InformationAAM will conduct a conference call and webcast at 8:00 a.m. ET on Wednesday, January 29, 2025 to discuss the proposed transaction. Interested participants may listen to the live conference call by logging onto AAM's investor website at or by calling +1 (877) 883-0383 from the United States or +1 (412) 902-6506 from outside the United States. When prompted, callers should enter conference reservation number 1760312. A replay will be available one hour after the call is complete until February 5 by dialing +1 (877)-344-7529 from the United States or +1 (412)-317-0088 from outside the United States. When prompted, callers should enter conference reservation number 6265092. A written transcript of the call will be posted on the AAM's investor website and the briefing audio will be archived on AAM's investor website for one year. The investor presentation slides related to this transaction and to be referenced during the call can be found on AAM's investor website at prior to the conference call. AdvisorsJ.P. Morgan is acting as exclusive financial advisor to AAM and is providing committed debt financing for the transaction, with Allen Overy Shearman Sterling LLP acting as legal advisor. Barclays Bank plc and Rothschild & Co are acting as financial advisors to Dowlais, with Slaughter and May acting as legal advisor. About AAMAs a leading global Tier 1 Automotive and Mobility Supplier, AAM designs, engineers and manufactures Driveline and Metal Forming technologies to support electric, hybrid and internal combustion vehicles. Headquartered in Detroit with over 75 facilities in 16 countries, AAM is bringing the future faster for a safer and more sustainable tomorrow. To learn more, visit About DowlaisDowlais is a portfolio of market-leading, high-technology engineering businesses that advance the world's transition to sustainable vehicles. Dowlais' businesses comprise GKN Automotive and GKN Powder Metallurgy with over 70 manufacturing facilities in 19 countries across the world, Dowlais is an automotive technology leader delivering precisely engineered products and solutions that drive transformation in our world. Dowlais has LEI number 213800XM8WOFLY6VPC92. For more information visit Forward Looking StatementsThis press release contains statements concerning AAM's and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) the ability of AAM and Dowlais to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; and (iv) management strategies and the expansion and growth of AAM's and the combined company's operations. Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect AAM's future financial position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or AAM's and Dowlais' management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences with respect to AAM include, but are not limited to: global economic conditions, including the impact of inflation, recession or recessionary concerns, or slower growth in the markets in which AAM operates; reduced purchases of AAM's products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; AAM's ability to respond to changes in technology, increased competition or pricing pressures; AAM's ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; AAM's ability to attract new customers and programs for new products; reduced demand for AAM's customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); risks inherent in the AAM's global operations (including tariffs and the potential consequences thereof to AAM, AAM's suppliers, and AAM's customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement (USMCA), compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for AAM or AAM's customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise; a significant disruption in operations at one or more of AAM's key manufacturing facilities; risks inherent in transitioning AAM's business from internal combustion engine vehicle products to hybrid and electric vehicle products; AAM's ability to realize the expected revenues from AAM's new and incremental business backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of AAM's information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; AAM's suppliers', AAM's customers' and their suppliers' ability to maintain satisfactory labor relations and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as AAM's ability to comply with financial covenants; AAM's customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes; an impairment of AAM's goodwill, other intangible assets, or long-lived assets if AAM's business or market conditions indicate that the carrying values of those assets exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which AAM is or may become a party, or the impact of product recall or field actions on AAM's customers; AAM's ability or AAM's customers' and suppliers' ability to successfully launch new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at AAM's facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage; AAM's ability to maintain satisfactory labor relations and avoid work stoppages; AAM's ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures; AAM's ability to achieve the level of cost reductions required to sustain global cost competitiveness or AAM's ability to recover certain cost increases from AAM's customers; price volatility in, or reduced availability of, fuel; AAM's ability to protect AAM's intellectual property and successfully defend against assertions made against AAM; adverse changes in laws, government regulations or market conditions affecting AAM's products or AAM's customers' products; AAM's ability or AAM's customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; changes in liabilities arising from pension and other postretirement benefit obligations; AAM's ability to attract and retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder AAM's ability to compete. It is not possible to foresee or identify all such factors and AAM makes no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. Additional information for U.S. investors in DowlaisThe Combination relates to an offer for the shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for under English company law. The Combination, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the related proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended. Accordingly, the Combination is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and related proxy solicitation rules. If, in the future, AAM exercises its right to elect to implement the Combination by way of a takeover offer (as defined in the UK Companies Act 2006) and determines to extend such takeover offer into the U.S., the takeover offer will be made in compliance with applicable U.S. laws and regulations. AAM's shares of common stock to be issued pursuant to the Combination have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold by AAM in the U.S. absent registration or an applicable exemption from the registration requirements of the Securities Act. AAM's shares of common stock to be issued pursuant to the Combination will be issued pursuant to the exemption from registration set forth in Section 3(a)(10) of the Securities Act. If, in the future, AAM exercises its right to elect to implement the Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or otherwise determines to conduct the Combination in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the United States Securities and Exchange Commission (the "SEC") that will contain a prospectus with respect to the issuance of AAM's shares of common stock. In this event, shareholders of Dowlais are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to all such documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at or AAM's website at This press release contains certain unaudited financial information relating to Dowlais that has been prepared in accordance with UK-endorsed International Financial Reporting Standards ("IFRS") and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally accepted accounting principles differ in certain significant respects from IFRS. Dowlais is incorporated under the laws of a non-U.S. jurisdiction, some or all of Dowlais' officers and directors reside outside the U.S., and some or all of Dowlais' assets are or may be located in jurisdictions outside the U.S. Therefore, U.S. shareholders of Dowlais (defined as shareholders of Dowlais who are U.S. persons as defined in the U.S. Internal Revenue Code) may have difficulty effecting service of process within the U.S. upon those persons or recovering against Dowlais or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue Dowlais or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. The receipt of AAM's shares of common stock issued in connection with the Combination and cash pursuant to the scheme of arrangement by U.S. shareholders of Dowlais as consideration for the transfer of shares pursuant to the scheme of arrangement may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Such consequences, if any, are not described herein. Each shareholder of Dowlais (including the U.S. shareholders of Dowlais) is urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Combination. In accordance with normal United Kingdom practice, AAM or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Dowlais outside of the U.S., other than pursuant to the Combination, until the date on which the Combination and/or the scheme of arrangement becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases by AAM will not be made at prices higher than the price of the Combination provided in this press release unless the price of the Combination is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at No Offer or SolicitationThis press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Additional InformationThis press release may be deemed to be solicitation material in respect of the Combination, including the issuance of AAM's shares of common stock in respect of the Combination. In connection with the foregoing proposed issuance of AAM's shares of common stock, AAM expects to file a proxy statement on Schedule 14A (together with any amendments and supplements thereto, the "Proxy Statement") with the SEC. To the extent the Combination is effected as a scheme of arrangement under English law (the "Scheme Document"), the issuance of AAM's shares of common stock in connection with the Combination would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that AAM exercises its right to elect to implement the Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or otherwise determines to conduct the Combination in a manner that is not exempt from the registration requirements of the Securities Act, AAM expects to file a registration statement with the SEC containing a prospectus with respect to the AAM's shares that would be issued in the Combination. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY AAM WITH THE SEC OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AAM, THE COMBINATION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the Scheme Document, and other documents filed by AAM with the SEC at the SEC's website at In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement, the Scheme Document, and other documents filed by AAM with the SEC at Participants in the SolicitationAAM and its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from AAM's shareholders in respect of the Combination, including the proposed issuance of AAM's shares of common stock in connection with the Combination. Information regarding AAM's directors and executive officers is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 16, 2024, the definitive proxy statement on Schedule 14A for AAM's 2024 annual meeting of stockholders, which was filed with the SEC on March 21, 2024 and the Current Report on Form 8-K of AAM, which was filed with the SEC on May 2, 2024. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it is filed with the SEC. To the extent holdings of AAM's securities by its directors or executive officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by AAM. These documents may be obtained free of charge from the SEC's website at and AAM's website at Non-GAAP Financial InformationIn connection with this press release and the related announcement AAM refers to certain financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Net Debt, Net Leverage Ration and Liquidity that are not required by, or presented in accordance with, accounting principles generally accepted in the United States, or GAAP. These measures are presented to provide additional useful measurements to review AAM's operations, provide transparency to investors and enable period-to-period comparability of financial performance. These non-GAAP measures should not be considered a substitute for any GAAP measure. Additionally non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies. Management of AAM believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of AAM's business and operating performance. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies. Definitions of Non-GAAP Financial MeasuresAAM defines EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items. AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. Adjusted free cash flow is defined as free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs, and cash payments related to the Malvern fire, including payments for capital expenditures, net of recoveries. Quantified Financial Benefits StatementThis press release contains statements of estimated cost savings and synergies arising from the Combination (together, the "Quantified Financial Benefits Statements"). Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this press release generally, should be construed as a profit forecast or interpreted to mean that the combined company's earnings in the first full year following the date on which the Combination becomes effective, or in any subsequent period, would necessarily match or be greater than or be less than those of AAM or Dowlais for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement contained in this press release is the responsibility of AAM and the AAM Directors. A copy of the Quantified Financial Benefits Statements, the bases of belief, principal assumptions and sources of information in respect of any quantified financial benefits statement are set out in appendix 6 of the announcement made by AAM and Dowlais on or about the date of this document. Profit forecasts and estimatesThe statements by AAM in this press release regarding its adjusted EBITDA and adjusted free cash flow constitute profit estimates for the purposes of Rule 28.5 of the Code (AAM FY24 Profit Estimate). The Panel has granted AAM a dispensation from the requirement to include reports from reporting accountants and AAM's financial advisers in relation to the AAM FY24 Profit Estimate on the basis that: (i) the estimate is presented in a manner which is consistent with AAM's ordinary course quarterly guidance; (ii) Dowlais has agreed to the dispensation; and (iii) the directors of AAM have provided the confirmations stated below. The assumptions and basis of preparation on which the AAM FY24 Profit Estimate is based and the AAM Directors' confirmation, as required by Rule 28.1 of the Code, are set out in appendix 4 of the announcement made by AAM and Dowlais on or about the date of this document. Other than the AAM FY24 Profit Estimate, nothing in this press release (including any statement of estimated cost savings or synergies) is intended, or is to be construed, as a profit forecast or profit estimate for any period or to be interpreted to mean that earnings or earnings per share for AAM or Dowlais for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for AAM or Dowlais, as appropriate. ReportsAs required by Rule 28.1(a) of the Takeover Code, Deloitte, as reporting accountants to AAM, and J.P. Morgan Securities LLC (together with its affiliate J.P. Morgan Cazenove) as sole financial advisor to AAM, have provided the reports required under that Rule. Copies of these reports are included in the announcement made by AAM and Dowlais on or about the date of this document. Publication on websiteA copy of this press release will be made available (subject to certain disclaimers) on AAM's website (at by no later than 12 noon London time on the business day following the date of this presentation. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this press release. ContactsFor AAM For DowlaisInvestor Contact: Investor Contact: David H. Lim Pier Falcione Head of Investor Relations +44 (0) 7974 974690 +1 313 758 Media Contact: Media Contact: Nick Miles Christopher M. Son +44 (0) 7739 701634 Vice President, Marketing & Communications miles@ +1 313 758 4814Neil Craven +44 (0) 7876 475419 craven@ Global (PR adviser to AAM): Jared Levy/Jim Barron +1 212 687 8080Charlie Chichester/Rory King +44 20 7251 3801 AAM@ AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. SUPPLEMENTAL DATA (Unaudited)The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance. Full Year 2024 Estimated Results Adjusted EBITDALow EndHigh End(in millions) Net income $ 30$ 35 Interest expense 185185 Income tax expense 2530 Depreciation and amortization 470470 Full year 2024 estimated EBITDA 710720 Restructuring, acquisition, and other related costs (principally impairment charge) 3030 Full year 2024 estimated Adjusted EBITDA $ 740$ 750Adjusted Free Cash FlowLow EndHigh End(in millions) Net cash provided by operating activities $ 440$ 450 Capital expenditures net of proceeds from the sale of property, plant and equipment and from government grants (240)(240) Full year 2024 estimated Free Cash Flow 200210 Cash payments for restructuring and acquisition-related costs 2020 Full year 2024 estimated Adjusted Free Cash Flow $ 220$ 230 View original content to download multimedia: SOURCE American Axle & Manufacturing Holdings, Inc.
