DELAWARE
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38-3161171
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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ONE DAUCH DRIVE, DETROIT, MICHIGAN
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48211-1198
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
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NEW YORK STOCK EXCHANGE
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PREFERRED SHARE PURCHASE RIGHTS, PAR VALUE $0.01 PER SHARE
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NEW YORK STOCK EXCHANGE
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Page Number
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Part I
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Item 1.
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Business
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(a)
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General Development of Business
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(b)
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Financial Information About Segments
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(c)
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Narrative Description of Business
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Year ended December 31,
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|||||||
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2015
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2014
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2013
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|||
Axles and driveshafts
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83
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%
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82
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%
|
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82
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%
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Drivetrain components, forged products and other
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17
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%
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18
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%
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18
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%
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Total
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100
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%
|
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100
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%
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100
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%
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•
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AAM has an outstanding daily track record for delivering quality products, having averaged less than 10 discrepant parts per million (PPM) in 2015, as measured by our customers.
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•
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In 2014, our Colfor Minerva Facility in Ohio, Auburn Hills Manufacturing location in Michigan and Changshu Manufacturing Facility in China were recognized with the GM Supplier Quality Excellence Award for outstanding performance.
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•
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AAM has an enhanced internal quality assurance system that drives continuous improvement to not only meet but exceed the growing expectations of our OEM customers.
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•
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AAM's significant investment in research and development (R&D) has resulted in the development of advanced technology products designed to assist our customers in meeting the market demands for improved fuel efficiency; lower emissions; enhanced power density; advanced, sophisticated electronic controls; improved safety, ride and handling performance; and enhanced reliability and durability for light trucks, SUVs, passenger cars, crossover vehicles and commercial vehicles.
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•
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AAM's EcoTrac
®
Disconnecting AWD system is a fuel-efficient and environmentally friendly driveline system that provides OEMs the option of an all-wheel-drive system that disconnects when not needed to improve fuel efficiency and reduce CO
2
emissions compared to conventional AWD systems. AAM's EcoTrac
®
Disconnecting AWD system is featured on the AWD Jeep Cherokee and the AWD Chrysler 200. We are currently designing the next generation of our EcoTrac
®
Disconnecting AWD system which is smaller, lighter in weight and aims to recover up to 90% of fuel penalty, compared to 80% currently.
|
•
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e-AAM Driveline Systems AB (e-AAM) was created to design and commercialize battery electric and hybrid driveline systems designed to improve fuel efficiency, reduce CO
2
emissions and provide AWD capability. We will continue engineering, developing and commercializing electric and hybrid driveline systems for passenger cars and crossover vehicles. In 2015, we secured a new driveline systems contract featuring patented e-AAM
™
electric driveline systems technology with a premier global OEM.
|
•
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AAM has established a high efficiency product portfolio that is designed to improve axle efficiency and fuel economy through innovative product design technologies. As our customers focus on reducing weight through the use of aluminum and other conventional means, AAM is well positioned to offer innovative, industry leading solutions for lightweighting. Our portfolio includes high efficiency axles, aluminum axles and also AWD applications for plug-in hybrid electrical vehicles to full-electric vehicles.
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•
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AAM continues to invest in R&D in emerging technology such as torque biasing capability. We have developed capabilities in the areas of control systems and mechatronics to further integrate electronic components such as motors, actuators, and sensors into AAM's mechanical technology to enhance vehicle performance and provide superior torque management.
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•
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To accelerate AAM's technological advancements, in 2015 we began the move-in phase of our Advanced Technology Development Center (ATDC) at our Detroit Campus. This state-of-the-art facility will be our center for technology benchmarking, prototype development, advanced technology development, supplier collaboration, customer showcasing and associate training on our future products, processes, and systems.
|
•
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In 2015, we successfully launched 18 programs and facilities to support our customers. These launches included front and rear drive axles for a new global passenger car program for JLR at our Swidnica Manufacturing Facility in Poland, rear axles for a global light truck program for Ford at our Rayong Manufacturing Facility in Thailand and front and rear axles for a full-size pickup truck program for Nissan at our Guanajuato Manufacturing Complex in Mexico.
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•
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We continue to focus on cost management through the implementation of the AAM Operating System to improve quality, eliminate waste and reduce lead time and total costs globally.
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•
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Our stand-alone agreement with the United Automobile, Aerospace and Agricultural Implement Workers of America (UAW), which covers hourly associates at our Three Rivers Manufacturing Facility, ensures market competitiveness at AAM's largest U.S. facility into 2017. The collective bargaining agreements that cover hourly associates at our MSP Industries Corporation and Colfor Manufacturing Inc. subsidiaries expire in 2017 and 2018, respectively.
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•
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In addition to maintaining and building upon our longstanding relationships with GM and FCA, we are focused on generating profitable growth with new and existing global OEM customers. New business launches in 2015 included business with key international customers such as Ford, JLR, Nissan, Mercedes-Benz and others.
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•
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We have accelerated the development and launch of products for passenger cars and crossover vehicles and the global light truck and commercial vehicle markets. We have approximately
$725 million
of new and incremental business backlog launching from 2016 to 2018, of which approximately
75%
relates to AWD and RWD applications for passenger cars and crossover vehicles.
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•
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Approximately
60%
of our new and incremental business backlog launching from 2016 to 2018 is for customers other than GM. In addition, we are working on
$1.5 billion
in quoted and emerging new business opportunities. These opportunities would allow us to continue the diversification and expansion of our customer base, product portfolio and global footprint. Substantially all of these opportunities are for customers other than GM and feature our advanced technology such as our EcoTrac
®
Disconnecting AWD system and e-AAM
™
electric driveline systems technology.
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•
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We also continue to evaluate and consider strategic opportunities that will complement our core strengths and supplement our diversification strategies while providing future, profitable growth prospects.
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•
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As our customers continue to design their products for global markets, they will continue to require global support from their suppliers. For this reason, it is critical that we maintain a global presence in these markets in order to remain competitive for new contracts. Over the past few years, we have significantly increased our installed capacity in cost competitive global markets to support current programs and future opportunities. Specific actions included expanding capacity in Brazil, China, Mexico, Poland, Thailand and the U.S. and constructing new facilities in Mexico and the U.S.
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•
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We expect our EcoTrac
®
Disconnecting AWD products to support three global vehicle platforms by 2018, based on our new and incremental business backlog launching from 2016 to 2018.
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•
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Our joint venture (JV) with Hefei Automobile Axle Co., Ltd. (HAAC), a subsidiary of the JAC Group (Anhui Jianghuai Automotive Group Co., Ltd.), which includes 100% of HAAC's light commercial axle business, continues to be a strong advantage for building relationships with leading Chinese light truck manufacturers. We supply front and rear beam axles to several leading Chinese light truck manufacturers, including JAC and BAIC Foton.
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•
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More than half of our
$725 million
of new and incremental business backlog launching from 2016 to 2018 is for end use markets outside the U.S. and nearly all has been sourced to our manufacturing facilities outside the U.S.
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•
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Over the past five years, AAM
'
s compound annual growth rate (CAGR) for sales has more than doubled the growth rate of the industry. Included in this sales growth is an increase of 10% in our non-GM sales in 2015.
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•
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We have established a cost competitive, operationally flexible global manufacturing, engineering and sourcing footprint to increase our presence in global growth markets, support global product development initiatives and establish regional cost competitiveness. This includes having manufacturing and engineering facilities in Brazil, China, Germany, India, Mexico, Poland, Sweden, Thailand and the U.S.
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•
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As a result of our debt refinancing activities over the past few years, we reduced our weighted average interest cost, extended our debt maturities and improved debt covenant terms and conditions. In 2015, we took additional steps to reduce our long-term debt by voluntarily prepaying the remaining $135.9 million outstanding under our term facility, which included $2.8 million that was due in the fourth quarter of 2015. By taking advantage of favorable market conditions and paying down our term facility, we improved our flexibility to manage and grow our business and to support AAM's long-term strategic objectives. As of December 31, 2015, we had over $840 million in available liquidity and no significant debt maturities until 2019.
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Name
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Age
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Position
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David C. Dauch ..........................
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51
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Chairman of the Board & Chief Executive Officer
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Michael K. Simonte ....................
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52
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President
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Timothy E. Bowes ......................
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52
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Senior Vice President - Corporate Planning
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Alberto L. Satine ........................
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59
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President - Driveline, Senior Vice President - AAM Corporate
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Norman Willemse ......................
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59
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President - Metal Formed Products, Senior Vice President - AAM Corporate
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Mark S. Barrett ...........................
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55
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Group Vice President - Driveshafts
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Steven J. Proctor .......................
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59
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Group Vice President - Strategic & Business Development
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Michael J. Bly .............................
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48
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President - AAM Europe, Vice President - AAM Corporate
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David A. Culton ..........................
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50
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Vice President - Cost Engineering
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Nigel J. Francis ..........................
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55
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Vice President - Advanced Engineering & Electrification Systems
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Philip R. Guys ............................
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53
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Vice President - Driveline Product Engineering
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Donald L. Joseph........................
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60
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President - AAM Asia, Vice President - AAM Corporate
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Terri M. Kemp ............................
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50
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Vice President - Human Resources
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Michael J. Lynch ........................
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51
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Vice President - Driveline Business Performance & Cost Management
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Christopher J. May .....................
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46
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Vice President & Chief Financial Officer
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Allan R. Monich ..........................
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62
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Vice President - Global Quality, Warranty & AAM Operating Systems
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Tolga I. Oal .................................
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44
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President - AAM North America, Vice President - AAM Corporate
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John S. Sofia .............................
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56
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Vice President - Global Program Management
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Thomas J. Szymanski ................
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54
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Vice President - Driveline Manufacturing Services
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(d)
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Financial Information About Geographic Areas
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December 31,
|
|
||||||||||
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2015
|
|
2014
|
|
2013
|
|
||||||
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(in millions)
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|
||||||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
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$
|
2,121.9
|
|
|
$
|
2,073.6
|
|
|
$
|
1,682.0
|
|
|
Canada
|
119.3
|
|
|
64.6
|
|
|
74.4
|
|
|
|||
Mexico
|
1,060.2
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|
1,055.5
|
|
|
865.6
|
|
|
|||
South America
|
106.6
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|
|
156.5
|
|
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201.1
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|
|||
China
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185.5
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71.3
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|
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34.4
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|||
All other Asia
|
185.2
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|
|
167.3
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|
|
220.8
|
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|
|||
Europe and other
|
124.4
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|
|
107.2
|
|
|
129.0
|
|
|
|||
Total net sales
|
$
|
3,903.1
|
|
|
$
|
3,696.0
|
|
|
$
|
3,207.3
|
|
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
|
||||||
United States
|
$
|
824.0
|
|
|
$
|
867.1
|
|
(a)
|
$
|
827.9
|
|
(a)
|
Mexico
|
522.6
|
|
|
513.2
|
|
|
469.3
|
|
|
|||
South America
|
48.5
|
|
|
80.5
|
|
|
100.2
|
|
|
|||
China
|
85.8
|
|
|
59.8
|
|
|
63.8
|
|
|
|||
All other Asia
|
103.7
|
|
|
117.5
|
|
|
112.9
|
|
|
|||
Europe
|
120.3
|
|
|
94.0
|
|
|
93.2
|
|
|
|||
Total long-lived assets
|
$
|
1,704.9
|
|
|
$
|
1,732.1
|
|
(a)
|
$
|
1,667.3
|
|
(a)
|
Item 1A.
|
Risk Factors
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
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Name
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Type of
Interest
|
|
Function
|
Three Rivers Manufacturing Facility
Three Rivers, MI
|
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Owned
|
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Front and rear axles, rear drive modules, power transfer units, driveheads and steering linkages
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Colfor Manufacturing, Inc.
Malvern, OH
Minerva, OH
|
|
Owned
|
|
Forged products
Forged and machined products, rear axles and stabilizer bars
|
MSP Industries
Oxford, MI
|
|
Leased
|
|
Forged and machined products
|
Oxford Forge
Oxford, MI
|
|
Owned
|
|
Forged products
|
AccuGear, Inc.
Fort Wayne, IN
|
|
Owned
|
|
Forged and machined products
|
Auburn Hills Manufacturing, Inc.
Auburn Hills, MI
|
|
Owned
|
|
Tool & die manufacturer, forged and machined products
|
Rochester Manufacturing Facility
Rochester, IN
|
|
Owned
|
|
Machined products
|
Guanajuato Manufacturing Complex
Guanajuato, Mexico
|
|
Owned
|
|
Rear axles and driveshafts, front axles, front auxiliary driveshafts, forging products, rear drive modules, power transfer units and transfer cases
|
Silao Manufacturing Facility
Silao, Mexico
|
|
Leased
|
|
Machined products
|
AccuGear - Silao
Silao, Mexico
|
|
Owned
|
|
Forged and machined products
|
Araucária Manufacturing Facility
Araucária, Brazil
|
|
Owned
|
|
Front and rear axles, machining of forged and cast products and constant velocity joints
|
Rayong Manufacturing Facility
Rayong, Thailand
|
|
Owned
|
|
Front and rear axles and driveshafts
|
Albion Automotive
Glasgow, Scotland
|
|
Leased
|
|
Front and rear axles for medium and heavy-duty trucks and buses and transfer cases
|
Changshu Manufacturing Facility
Changshu, China
|
|
Owned
|
|
Front axles, independent rear drive axles, rear drive modules, gear sets and machined cases
|
Pantnagar Manufacturing Facility
Pantnagar, India
|
|
Owned
|
|
Rear axles and driveshafts
|
Pune Manufacturing Facility
Pune, India
|
|
Owned
|
|
Rear axles and driveheads
|
Chennai Manufacturing Facility
Chennai, India
|
|
Owned
|
|
Assembly of front and rear axles
|
Swidnica Manufacturing Facility
Swidnica, Poland
|
|
Owned
|
|
Front and rear drive units, transmission differentials and machined products
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World Headquarters
Detroit, MI
|
|
Owned
|
|
Executive and administrative offices and engineering
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Advanced Technology Development Center
Detroit, MI
|
|
Leased
|
|
Technology benchmarking, prototypes, advanced technology development, supplier collaboration, customer showcasing and associate training
|
Technical Center
Rochester Hills, MI
|
|
Owned
|
|
R&D, design engineering, metallurgy, testing and validation
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Part II
|
2015
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
|
Full Year
|
|||||||||||
|
High
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$
|
25.86
|
|
|
$
|
26.04
|
|
|
$
|
21.45
|
|
|
$
|
22.76
|
|
|
$
|
26.04
|
|
|
Low
|
$
|
22.20
|
|
|
$
|
20.91
|
|
|
$
|
19.06
|
|
|
$
|
18.64
|
|
|
$
|
18.64
|
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
High
|
$
|
21.15
|
|
|
$
|
19.61
|
|
|
$
|
19.81
|
|
|
$
|
22.79
|
|
|
$
|
22.79
|
|
|
Low
|
$
|
17.84
|
|
|
$
|
17.29
|
|
|
$
|
16.77
|
|
|
$
|
16.40
|
|
|
$
|
16.40
|
|
Period
|
|
Total Number of Shares (Or Units) Purchased
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
|||||
October 1 - October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1 - November 30, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 1 - December 31, 2015
|
|
7,561
|
|
|
21.66
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
7,561
|
|
|
$
|
21.66
|
|
|
—
|
|
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
||||||||||
|
(in millions, except per share data)
|
|
||||||||||||||||||
Statement of income data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,903.1
|
|
|
$
|
3,696.0
|
|
|
$
|
3,207.3
|
|
|
$
|
2,930.9
|
|
|
$
|
2,585.0
|
|
|
Gross profit
|
635.4
|
|
|
522.8
|
|
|
478.7
|
|
|
399.7
|
|
|
458.0
|
|
|
|||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
||||||||||
administrative expenses
|
277.3
|
|
|
255.2
|
|
|
238.4
|
|
|
243.3
|
|
|
231.7
|
|
|
|||||
Operating income
|
358.1
|
|
|
267.6
|
|
|
240.3
|
|
|
156.4
|
|
|
226.3
|
|
|
|||||
Net interest expense
|
(96.6
|
)
|
|
(97.8
|
)
|
|
(115.3
|
)
|
|
(101.0
|
)
|
|
(82.7
|
)
|
|
|||||
Net income
|
235.6
|
|
(b)
|
143.0
|
|
(a)
|
94.5
|
|
(b)
|
366.7
|
|
(b)(c)(d)
|
139.5
|
|
(b)(e)
|
|||||
Net income attributable to AAM
|
235.6
|
|
(b)
|
143.0
|
|
(a)
|
94.5
|
|
(b)
|
367.7
|
|
(b)(c)(d)
|
145.2
|
|
(b)(e)
|
|||||
Diluted earnings per share
|
$
|
3.02
|
|
|
$
|
1.85
|
|
|
$
|
1.23
|
|
|
$
|
4.87
|
|
|
$
|
1.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
282.5
|
|
|
$
|
249.2
|
|
|
$
|
154.0
|
|
|
$
|
62.4
|
|
|
$
|
169.2
|
|
|
Total assets
|
3,202.7
|
|
|
3,240.4
|
|
(f)
|
3,005.4
|
|
(f)
|
2,843.5
|
|
(f)
|
2,311.2
|
|
(f)
|
|||||
Total long-term debt, net
|
1,375.7
|
|
|
1,504.6
|
|
(f)
|
1,537.0
|
|
(f)
|
1,433.1
|
|
(f)
|
1,164.2
|
|
(f)
|
|||||
Total AAM stockholders' equity (deficit)
|
301.5
|
|
|
113.4
|
|
|
40.5
|
|
|
(113.9
|
)
|
|
(418.6
|
)
|
|
|||||
Dividends declared per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of cash flows data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in) operating
activities
|
$
|
377.6
|
|
|
$
|
318.4
|
|
|
$
|
223.0
|
|
|
$
|
(175.5
|
)
|
|
$
|
(56.3
|
)
|
|
Cash used in investing activities
|
(188.1
|
)
|
|
(195.3
|
)
|
|
(218.7
|
)
|
|
(185.4
|
)
|
|
(184.1
|
)
|
|
|||||
Cash provided by (used in) financing
activities
|
(143.6
|
)
|
|
(21.4
|
)
|
|
88.8
|
|
|
253.5
|
|
|
167.2
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
198.4
|
|
|
$
|
199.9
|
|
|
$
|
177.0
|
|
|
$
|
152.2
|
|
|
$
|
139.4
|
|
|
Capital expenditures
|
193.5
|
|
|
206.5
|
|
|
251.9
|
|
|
207.6
|
|
|
163.1
|
|
|
|||||
Proceeds from government grants
|
5.1
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Proceeds from sale-leaseback of equipment
|
—
|
|
|
—
|
|
|
24.1
|
|
|
12.1
|
|
|
—
|
|
|
|||||
Purchase buyouts of leased equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
|
(a)
|
Includes a settlement charge of $23.1 million, net of tax, related to our terminated vested lump-sum pension payout in the U.S.
|
(b)
|
Includes charges of $0.5 million, net of tax, in 2015, $35.1 million, net of tax, in 2013, $19.8 million in 2012, and $3.1 million in 2011 related to debt refinancing and redemption costs.
|
(c)
|
Includes net special charges, curtailment gains, asset impairments and asset redeployment and other restructuring costs associated with plant closures of $40.6 million (including $28.7 million of expense related to contractual termination benefits provided to certain eligible UAW associates as a result of the Detroit Manufacturing Complex and Cheektowaga Manufacturing Facility plant closures).
|
(d)
|
Includes the impact of the reversal of our valuation allowance on U.S. federal deferred tax assets of $337.5 million in the fourth quarter of 2012.
|
(e)
|
Includes asset impairments, other non-recurring costs and tax refunds of $16.6 million (including $0.5 million related to the noncontrolling interest portion of a $1.6 million asset impairment recorded by e-AAM).
|
|
Corporate Family Rating
|
Senior Unsecured Notes Rating
|
Outlook
|
Standard & Poor's
|
BB-
|
BB-
|
Stable
|
Moody's Investors Services
|
B1
|
B2
|
Positive
|
Fitch Ratings
|
BB-
|
BB-
|
Positive
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
<1yr
|
|
1-3 yrs
|
|
3-5 yrs
|
|
>5 yrs
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Current and long-term debt
|
$
|
1,388.0
|
|
|
$
|
14.6
|
|
|
$
|
21.0
|
|
|
$
|
402.4
|
|
|
$
|
950.0
|
|
Interest obligations
|
496.3
|
|
|
92.8
|
|
|
183.0
|
|
|
140.9
|
|
|
79.6
|
|
|||||
Capital lease obligations
|
5.6
|
|
|
0.8
|
|
|
1.8
|
|
|
1.4
|
|
|
1.6
|
|
|||||
Operating leases
(1)
|
63.2
|
|
|
20.4
|
|
|
26.1
|
|
|
8.8
|
|
|
7.9
|
|
|||||
Purchase obligations
(2)
|
104.1
|
|
|
93.7
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
(3)
|
625.9
|
|
|
78.4
|
|
|
136.1
|
|
|
112.5
|
|
|
298.9
|
|
|||||
Total
|
$
|
2,683.1
|
|
|
$
|
300.7
|
|
|
$
|
378.4
|
|
|
$
|
666.0
|
|
|
$
|
1,338.0
|
|
(1)
|
Operating leases include all lease payments through the end of the contractual lease terms, which includes elections for repurchase options and excludes any non-exercised purchase options. These commitments include machinery and equipment, commercial office and production facilities, vehicles and other assets.
|
(2)
|
Purchase obligations represent our obligated purchase commitments for capital expenditures and related project expense.
|
(3)
|
Other long-term liabilities represent our estimated pension and other postretirement benefit obligations, net of GM cost sharing, that were actuarially determined through 2025, principal payments on a loan for a building we sold during 2014, as well as our unrecognized income tax benefits.
|
|
|
|
Expected
|
||||
|
Discount
|
|
Return on
|
||||
|
Rate
|
|
Assets
|
||||
|
(in millions)
|
||||||
Decline in funded status
|
$
|
47.1
|
|
|
N/A
|
|
|
Increase in 2015 expense
|
$
|
0.4
|
|
|
$
|
3.0
|
|
•
|
An assessment as to whether an adverse event or circumstance has triggered the need for an impairment review;
|
•
|
Determination of asset groups, the primary asset within each group, and the primary asset's average estimated useful life;
|
•
|
Undiscounted future cash flows generated by the assets; and
|
•
|
Determination of fair value when an impairment is deemed to exist, which may require assumptions related to future general economic conditions, future expected production volumes, product pricing and cost estimates, working capital and capital investment requirements, discount rates and estimated liquidation values.
|
Forward-Looking Statements
|
•
|
reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
|
•
|
reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
|
•
|
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 respond to changes in technology, increased competition or pricing pressures;
|
•
|
our ability to attract new customers and programs for new products;
|
•
|
our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
|
•
|
supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;
|
•
|
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;
|
•
|
our ability to realize the expected revenues from our new and incremental business backlog;
|
•
|
our ability to successfully implement upgrades to our enterprise resource planning systems;
|
•
|
negative or unexpected tax consequences;
|
•
|
risks inherent in our international operations (including adverse changes in political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);
|
•
|
our ability to consummate and integrate acquisitions and joint ventures;
|
•
|
our ability to maintain satisfactory labor relations and avoid work stoppages;
|
•
|
our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
|
•
|
price volatility in, or reduced availability of, fuel;
|
•
|
global economic conditions;
|
•
|
our ability to protect our intellectual property and successfully defend against assertions made against us;
|
•
|
our ability to attract and retain key associates;
|
•
|
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;
|
•
|
changes in liabilities arising from pension and other postretirement benefit obligations;
|
•
|
risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our facilities;
|
•
|
adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the Corporate Average Fuel Economy (CAFE) regulations);
|
•
|
our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the potential costs of such compliance; and
|
•
|
other unanticipated events and conditions that may hinder our ability to compete.
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share data)
|
||||||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,903.1
|
|
|
$
|
3,696.0
|
|
|
$
|
3,207.3
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
3,267.7
|
|
|
3,173.2
|
|
|
2,728.6
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
635.4
|
|
|
522.8
|
|
|
478.7
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
277.3
|
|
|
255.2
|
|
|
238.4
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
358.1
|
|
|
267.6
|
|
|
240.3
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(99.2
|
)
|
|
(99.9
|
)
|
|
(115.9
|
)
|
|||
|
|
|
|
|
|
||||||
Investment income
|
2.6
|
|
|
2.1
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense)
|
|
|
|
|
|
||||||
Debt refinancing and redemption costs
|
(0.8
|
)
|
|
—
|
|
|
(36.8
|
)
|
|||
Other, net
|
12.0
|
|
|
6.9
|
|
|
(1.9
|
)
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
272.7
|
|
|
176.7
|
|
|
86.3
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
37.1
|
|
|
33.7
|
|
|
(8.2
|
)
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
235.6
|
|
|
$
|
143.0
|
|
|
$
|
94.5
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
3.03
|
|
|
$
|
1.85
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
3.02
|
|
|
$
|
1.85
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
235.6
|
|
|
$
|
143.0
|
|
|
$
|
94.5
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Defined benefit plans, net of $(8.5) million, $23.2 million and $(41.3) million of tax in 2015, 2014 and 2013, respectively
|
16.7
|
|
|
(42.7
|
)
|
|
76.6
|
|
|||
Foreign currency translation adjustments
|
(70.3
|
)
|
|
(30.3
|
)
|
|
(26.2
|
)
|
|||
Changes in cash flow hedges
|
(6.0
|
)
|
|
(7.7
|
)
|
|
(2.0
|
)
|
|||
Other comprehensive income (loss)
|
(59.6
|
)
|
|
(80.7
|
)
|
|
48.4
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
176.0
|
|
|
$
|
62.3
|
|
|
$
|
142.9
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
Assets
|
(in millions, except per share data)
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
282.5
|
|
|
$
|
249.2
|
|
Accounts receivable, net
|
539.1
|
|
|
532.7
|
|
||
Inventories, net
|
230.5
|
|
|
248.8
|
|
||
Deferred income taxes
|
—
|
|
|
40.2
|
|
||
Prepaid expenses and other
|
72.1
|
|
|
68.6
|
|
||
Total current assets
|
1,124.2
|
|
|
1,139.5
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
1,046.2
|
|
|
1,061.1
|
|
||
Deferred income taxes
|
373.6
|
|
|
368.8
|
|
||
Goodwill
|
154.4
|
|
|
155.0
|
|
||
GM postretirement cost sharing asset
|
243.2
|
|
|
274.5
|
|
||
Other assets and deferred charges
|
261.1
|
|
|
241.5
|
|
||
Total assets
|
$
|
3,202.7
|
|
|
$
|
3,240.4
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
3.3
|
|
|
$
|
13.0
|
|
Accounts payable
|
412.7
|
|
|
444.3
|
|
||
Accrued compensation and benefits
|
128.0
|
|
|
109.1
|
|
||
Deferred revenue
|
22.9
|
|
|
22.1
|
|
||
Deferred income taxes
|
—
|
|
|
0.1
|
|
||
Other accrued expenses
|
132.3
|
|
|
98.6
|
|
||
Total current liabilities
|
699.2
|
|
|
687.2
|
|
||
|
|
|
|
||||
Long-term debt, net
|
1,375.7
|
|
|
1,504.6
|
|
||
Deferred income taxes
|
6.8
|
|
|
9.1
|
|
||
Deferred revenue
|
65.7
|
|
|
94.2
|
|
||
Postretirement benefits and other long-term liabilities
|
753.8
|
|
|
831.9
|
|
||
Total liabilities
|
2,901.2
|
|
|
3,127.0
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Series A junior participating preferred stock, par value $0.01 per share;
|
|
|
|
||||
0.1 million shares authorized; no shares outstanding in 2015 or 2014
|
—
|
|
|
—
|
|
||
Preferred stock, par value $0.01 per share; 10.0 million shares
|
|
|
|
||||
authorized; no shares outstanding in 2015 or 2014
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; 150.0 million shares authorized;
|
|
|
|
||||
82.3 million and 81.9 million shares issued as of December 31, 2015 and 2014, respectively
|
0.8
|
|
|
0.8
|
|
||
Series common stock, par value $0.01 per share; 40.0 million
|
|
|
|
||||
shares authorized; no shares outstanding in 2015 or 2014
|
—
|
|
|
—
|
|
||
Paid-in capital
|
638.9
|
|
|
623.7
|
|
||
Retained earnings (Accumulated deficit)
|
204.2
|
|
|
(31.4
|
)
|
||
Treasury stock at cost, 6.2 million shares in 2015 and 6.1 million shares in 2014
|
(185.9
|
)
|
|
(182.8
|
)
|
||
Accumulated other comprehensive loss
|
|
|
|
||||
Defined benefit plans, net of tax
|
(223.9
|
)
|
|
(240.6
|
)
|
||
Foreign currency translation adjustments
|
(119.2
|
)
|
|
(48.9
|
)
|
||
Unrecognized loss on cash flow hedges
|
(13.4
|
)
|
|
(7.4
|
)
|
||
Total stockholders' equity
|
301.5
|
|
|
113.4
|
|
||
Total liabilities and stockholders' equity
|
$
|
3,202.7
|
|
|
$
|
3,240.4
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
235.6
|
|
|
$
|
143.0
|
|
|
$
|
94.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
198.4
|
|
|
199.9
|
|
|
177.0
|
|
|||
Deferred income taxes
|
26.4
|
|
|
(9.2
|
)
|
|
(18.7
|
)
|
|||
Stock-based compensation
|
15.9
|
|
|
9.7
|
|
|
10.8
|
|
|||
Pensions and other postretirement benefits, net of contributions
|
(25.6
|
)
|
|
31.8
|
|
|
6.5
|
|
|||
Loss (gain) on disposal of property, plant and equipment, net
|
4.2
|
|
|
(2.6
|
)
|
|
(3.5
|
)
|
|||
Debt refinancing and redemption costs
|
0.8
|
|
|
—
|
|
|
9.2
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
(17.9
|
)
|
|
(78.3
|
)
|
|
(0.3
|
)
|
|||
Inventories
|
11.2
|
|
|
10.9
|
|
|
(42.5
|
)
|
|||
Accounts payable and accrued expenses
|
(2.1
|
)
|
|
13.7
|
|
|
66.3
|
|
|||
Deferred revenue
|
(26.8
|
)
|
|
24.5
|
|
|
(5.6
|
)
|
|||
Other assets and liabilities
|
(42.5
|
)
|
|
(25.0
|
)
|
|
(70.7
|
)
|
|||
Net cash provided by operating activities
|
377.6
|
|
|
318.4
|
|
|
223.0
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(193.5
|
)
|
|
(206.5
|
)
|
|
(251.9
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
0.3
|
|
|
9.1
|
|
|
9.1
|
|
|||
Proceeds from sale-leaseback of equipment
|
—
|
|
|
—
|
|
|
24.1
|
|
|||
Proceeds from government grants
|
5.1
|
|
|
2.1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(188.1
|
)
|
|
(195.3
|
)
|
|
(218.7
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Net short-term repayments under credit facilities
|
—
|
|
|
—
|
|
|
(29.9
|
)
|
|||
Proceeds from issuance of long-term debt and other
|
16.8
|
|
|
5.0
|
|
|
786.7
|
|
|||
Payments of long-term debt, capital lease obligations and other
|
(157.0
|
)
|
|
(27.0
|
)
|
|
(652.0
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(0.3
|
)
|
|
(16.7
|
)
|
|||
Purchase of noncontrolling interest
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|||
Employee stock option exercises
|
0.8
|
|
|
1.2
|
|
|
1.1
|
|
|||
Purchase of treasury stock
|
(3.1
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|||
Net cash provided by (used in) financing activities
|
(143.6
|
)
|
|
(21.4
|
)
|
|
88.8
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(12.6
|
)
|
|
(6.5
|
)
|
|
(1.5
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
33.3
|
|
|
95.2
|
|
|
91.6
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
249.2
|
|
|
154.0
|
|
|
62.4
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
282.5
|
|
|
$
|
249.2
|
|
|
$
|
154.0
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
93.8
|
|
|
$
|
91.1
|
|
|
$
|
123.2
|
|
Income taxes paid, net
|
$
|
11.3
|
|
|
$
|
11.3
|
|
|
$
|
11.6
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Common Stock
|
|
Retained Earnings
|
|
Accumulated Other
|
||||||||||||
|
Shares
|
Par
|
Paid-in
|
(Accumulated
|
Treasury
|
Comprehensive
|
|||||||||||
|
Outstanding
|
Value
|
Capital
|
Deficit)
|
Stock
|
Loss
|
|||||||||||
|
(in millions)
|
||||||||||||||||
|
|
|
|
|
|
|
|||||||||||
Balance at January 1, 2013
|
74.8
|
|
$
|
0.8
|
|
$
|
600.9
|
|
$
|
(268.9
|
)
|
$
|
(182.1
|
)
|
$
|
(264.6
|
)
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
94.5
|
|
|
|
||||||||||
Changes in cash flow hedges
|
|
|
|
|
|
(2.0
|
)
|
||||||||||
Foreign currency translation
|
|
|
|
|
|
(26.2
|
)
|
||||||||||
Defined benefit plans, net
|
|
|
|
|
|
76.6
|
|
||||||||||
Exercise of stock options and vesting of restricted stock units
|
0.8
|
|
|
1.1
|
|
|
|
|
|||||||||
Stock-based compensation
|
|
|
10.8
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
|
(0.4
|
)
|
|
|||||||||
Balance at December 31, 2013
|
75.6
|
|
$
|
0.8
|
|
$
|
612.8
|
|
$
|
(174.4
|
)
|
$
|
(182.5
|
)
|
$
|
(216.2
|
)
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
143.0
|
|
|
|
||||||||||
Changes in cash flow hedges
|
|
|
|
|
|
(7.7
|
)
|
||||||||||
Foreign currency translation
|
|
|
|
|
|
(30.3
|
)
|
||||||||||
Defined benefit plans, net
|
|
|
|
|
|
(42.7
|
)
|
||||||||||
Exercise of stock options and vesting of restricted stock units
|
0.2
|
|
|
1.2
|
|
|
|
|
|||||||||
Stock-based compensation
|
|
|
9.7
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
|
(0.3
|
)
|
|
|||||||||
Balance at December 31, 2014
|
75.8
|
|
$
|
0.8
|
|
$
|
623.7
|
|
$
|
(31.4
|
)
|
$
|
(182.8
|
)
|
$
|
(296.9
|
)
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
235.6
|
|
|
|
||||||||||
Changes in cash flow hedges
|
|
|
|
|
|
(6.0
|
)
|
||||||||||
Foreign currency translation
|
|
|
|
|
|
(70.3
|
)
|
||||||||||
Defined benefit plans, net
|
|
|
|
|
|
16.7
|
|
||||||||||
Exercise of stock options and vesting of restricted stock units and performance shares
|
0.4
|
|
|
0.9
|
|
|
|
|
|||||||||
Stock-based compensation
|
|
|
15.9
|
|
|
|
|
||||||||||
Acquisition of noncontrolling interest
|
|
|
(1.6
|
)
|
|
|
|
||||||||||
Purchase of treasury stock
|
(0.1
|
)
|
|
|
|
(3.1
|
)
|
|
|||||||||
Balance at December 31, 2015
|
76.1
|
|
$
|
0.8
|
|
$
|
638.9
|
|
$
|
204.2
|
|
$
|
(185.9
|
)
|
$
|
(356.5
|
)
|
|
|
|
|
|
|
|
1.
|
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Raw materials and work-in-progress
|
$
|
228.7
|
|
|
$
|
243.8
|
|
Finished goods
|
31.1
|
|
|
32.9
|
|
||
Gross inventories
|
259.8
|
|
|
276.7
|
|
||
Inventory valuation reserves
|
(29.3
|
)
|
|
(27.9
|
)
|
||
Inventories, net
|
$
|
230.5
|
|
|
$
|
248.8
|
|
|
Estimated
|
|
December 31,
|
||||||
|
Useful Lives
|
|
2015
|
|
2014
|
||||
|
(years)
|
|
(in millions)
|
||||||
Land
|
Indefinite
|
|
$
|
24.9
|
|
|
$
|
26.2
|
|
Land improvements
|
10-15
|
|
18.8
|
|
|
19.0
|
|
||
Buildings and building improvements
|
15-40
|
|
315.5
|
|
|
314.3
|
|
||
Machinery and equipment
|
3-12
|
|
1,853.1
|
|
|
1,770.7
|
|
||
Construction in progress
|
|
|
88.4
|
|
|
91.4
|
|
||
|
|
|
2,300.7
|
|
|
2,221.6
|
|
||
Accumulated depreciation and amortization
|
|
|
(1,254.5
|
)
|
|
(1,160.5
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
1,046.2
|
|
|
$
|
1,061.1
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
155.0
|
|
|
$
|
156.4
|
|
Foreign currency translation
|
(0.6
|
)
|
|
(1.4
|
)
|
||
Ending balance
|
$
|
154.4
|
|
|
$
|
155.0
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Capitalized computer software intangible asset
|
$
|
28.7
|
|
|
$
|
19.7
|
|
Accumulated amortization
|
(3.7
|
)
|
|
(0.5
|
)
|
||
Capitalized computer software intangible asset, net
|
$
|
25.0
|
|
|
$
|
19.2
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
6.2
|
|
|
$
|
7.4
|
|
Foreign currency translation
|
(0.5
|
)
|
|
(1.2
|
)
|
||
Ending balance
|
$
|
5.7
|
|
|
$
|
6.2
|
|
2.
|
LONG-TERM DEBT AND LEASE OBLIGATIONS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
Term Facility
|
—
|
|
|
142.5
|
|
||
7.75% Notes
|
200.0
|
|
|
200.0
|
|
||
6.625% Notes
|
550.0
|
|
|
550.0
|
|
||
6.25% Notes
|
400.0
|
|
|
400.0
|
|
||
5.125% Notes
|
200.0
|
|
|
200.0
|
|
||
Foreign credit facilities
|
38.0
|
|
|
38.9
|
|
||
Capital lease obligations
|
5.6
|
|
|
5.0
|
|
||
Debt
|
1,393.6
|
|
|
1,536.4
|
|
||
Less: Current portion of long-term debt
|
3.3
|
|
|
13.0
|
|
||
Long-term debt
|
1,390.3
|
|
|
1,523.4
|
|
||
Less: Debt issuance costs
|
14.6
|
|
|
18.8
|
|
||
Long-term debt, net
|
$
|
1,375.7
|
|
|
$
|
1,504.6
|
|
2016
|
$
|
15.4
|
|
2017
|
4.8
|
|
|
2018
|
18.0
|
|
|
2019
|
403.1
|
|
|
2020
|
0.7
|
|
|
Thereafter
|
951.6
|
|
|
Total
|
$
|
1,393.6
|
|
3.
|
DERIVATIVES AND RISK MANAGEMENT
|
|
Location of Gain (Loss) Reclassified into Net Income
|
|
Gain (Loss) Reclassified During the Twelve Months Ended December 31,
|
|
Loss Expected to be Reclassified During the Next 12 Months
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||||
|
|
|
(in millions)
|
||||||||||||||
Currency forward contracts
|
Cost of Goods Sold
|
|
$
|
(10.9
|
)
|
|
$
|
0.9
|
|
|
$
|
2.8
|
|
|
$
|
(7.5
|
)
|
|
Location of Gain (Loss) Reclassified into Net Income
|
|
Gain (Loss) Recognized During the Twelve Months Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||
|
|
|
(in millions)
|
||||||||||
Currency forward contracts
|
Cost of Goods Sold
|
|
$
|
(4.0
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
0.1
|
|
Currency forward contracts
|
Other Income (Expense), Net
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
4.
|
FAIR VALUE
|
•
|
Level 1: Observable inputs such as quoted prices in active markets;
|
•
|
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
•
|
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
||||||||
|
(in millions)
|
|
|
||||||||||||||
Balance Sheet Classification
|
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
61.7
|
|
|
$
|
61.7
|
|
|
$
|
35.3
|
|
|
$
|
35.3
|
|
|
Level 1
|
Currency forward contracts - Prepaid expenses and other current assets
|
|
|
|
|
|
|
|
|
|
||||||||
Undesignated currency forward contracts
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
Level 2
|
||||
Currency forward contracts - Other accrued expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
7.5
|
|
|
7.5
|
|
|
7.2
|
|
|
7.2
|
|
|
Level 2
|
||||
Undesignated currency forward contracts
|
1.9
|
|
|
1.9
|
|
|
1.1
|
|
|
1.1
|
|
|
Level 2
|
||||
Currency forward contracts - Other long-term liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
5.9
|
|
|
5.9
|
|
|
0.1
|
|
|
0.1
|
|
|
Level 2
|
|
December 31, 2015
|
|
December 31, 2014
|
|
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
||||||||
|
(in millions)
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Level 2
|
Term Facility
|
—
|
|
|
—
|
|
|
142.5
|
|
|
141.1
|
|
|
Level 2
|
||||
7.75% Notes
|
200.0
|
|
|
218.5
|
|
|
200.0
|
|
|
224.0
|
|
|
Level 2
|
||||
6.625% Notes
|
550.0
|
|
|
574.8
|
|
|
550.0
|
|
|
583.0
|
|
|
Level 2
|
||||
6.25% Notes
|
400.0
|
|
|
415.0
|
|
|
400.0
|
|
|
419.0
|
|
|
Level 2
|
||||
5.125% Notes
|
200.0
|
|
|
202.0
|
|
|
200.0
|
|
|
202.6
|
|
|
Level 2
|
5.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension Benefits
|
|
OPEB
|
|||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
U.S.
|
|
U.K
|
|
U.S.
|
|
U.K
|
|
U.S.
|
|
U.K.
|
|
|
|
|
|
|
|||||||||
Discount rate
|
4.40
|
%
|
|
3.90
|
%
|
|
4.10
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
4.50
|
%
|
|
4.45
|
%
|
|
4.15
|
%
|
|
4.95
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
5.00
|
%
|
|
7.50
|
%
|
|
5.00
|
%
|
|
7.50
|
%
|
|
5.15
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
4.00
|
%
|
|
3.30
|
%
|
|
4.00
|
%
|
|
3.30
|
%
|
|
4.00
|
%
|
|
3.60
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in millions)
|
||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
738.8
|
|
|
$
|
755.4
|
|
|
$
|
654.7
|
|
|
$
|
577.9
|
|
Service cost
|
3.2
|
|
|
3.5
|
|
|
0.4
|
|
|
0.3
|
|
||||
Interest cost
|
28.6
|
|
|
36.1
|
|
|
15.0
|
|
|
15.3
|
|
||||
Actuarial loss (gain)
|
(32.1
|
)
|
|
119.3
|
|
|
(35.9
|
)
|
|
41.2
|
|
||||
Change in GM portion of OPEB obligation
|
—
|
|
|
—
|
|
|
(31.6
|
)
|
|
31.8
|
|
||||
Participant contributions
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(131.1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(38.4
|
)
|
|
(36.5
|
)
|
|
(14.2
|
)
|
|
(11.8
|
)
|
||||
Currency fluctuations
|
(7.4
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
—
|
|
||||
Net change
|
(45.7
|
)
|
|
(16.6
|
)
|
|
(66.3
|
)
|
|
76.8
|
|
||||
Benefit obligation at end of year
|
$
|
693.1
|
|
|
$
|
738.8
|
|
|
$
|
588.4
|
|
|
$
|
654.7
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
643.7
|
|
|
$
|
713.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(5.0
|
)
|
|
77.2
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
20.1
|
|
|
1.9
|
|
|
14.2
|
|
|
11.8
|
|
||||
Participant contributions
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||
Benefit payments
|
(38.4
|
)
|
|
(36.5
|
)
|
|
(14.2
|
)
|
|
(11.8
|
)
|
||||
Settlements
|
—
|
|
|
(104.2
|
)
|
|
—
|
|
|
—
|
|
||||
Currency fluctuations
|
(8.0
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
||||
Net change
|
(30.9
|
)
|
|
(69.7
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
612.8
|
|
|
$
|
643.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in millions)
|
||||||||||||||
Noncurrent assets
|
$
|
27.0
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(4.2
|
)
|
|
(3.0
|
)
|
|
(29.4
|
)
|
|
(29.6
|
)
|
||||
Noncurrent liabilities
|
(103.1
|
)
|
|
(99.0
|
)
|
|
(559.0
|
)
|
|
(625.1
|
)
|
||||
Net liability
|
$
|
(80.3
|
)
|
|
$
|
(95.1
|
)
|
|
$
|
(588.4
|
)
|
|
$
|
(654.7
|
)
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in millions)
|
||||||||||||||
Net actuarial gain (loss)
|
$
|
(222.9
|
)
|
|
$
|
(215.3
|
)
|
|
$
|
1.1
|
|
|
$
|
(35.7
|
)
|
Net prior service credit
|
0.6
|
|
|
0.7
|
|
|
12.7
|
|
|
15.4
|
|
||||
Total amounts recorded
|
$
|
(222.3
|
)
|
|
$
|
(214.6
|
)
|
|
$
|
13.8
|
|
|
$
|
(20.3
|
)
|
|
Pension Benefits
|
|
OPEB
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
3.2
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Interest cost
|
28.6
|
|
|
36.1
|
|
|
33.8
|
|
|
15.0
|
|
|
15.3
|
|
|
13.2
|
|
||||||
Expected asset return
|
(42.0
|
)
|
|
(48.4
|
)
|
|
(45.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortized actuarial loss
|
6.0
|
|
|
5.4
|
|
|
8.9
|
|
|
0.8
|
|
|
0.5
|
|
|
0.9
|
|
||||||
Amortized prior service cost (credit)
|
(0.1
|
)
|
|
(0.1
|
)
|
|
5.4
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|
(1.8
|
)
|
||||||
Settlement charge
|
—
|
|
|
35.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
(4.3
|
)
|
|
$
|
32.0
|
|
|
$
|
5.7
|
|
|
$
|
13.5
|
|
|
$
|
13.4
|
|
|
$
|
12.7
|
|
|
U.S.
|
|
U.K.
|
||||||||||||
|
|
|
Target
|
|
|
|
Target
|
||||||||
|
2015
|
|
2014
|
|
Allocation
|
|
2015
|
|
2014
|
|
Allocation
|
||||
Equity securities
|
34.8
|
%
|
|
33.1
|
%
|
|
30% - 65%
|
|
26.7
|
%
|
|
28.7
|
%
|
|
25% - 35%
|
Fixed income securities
|
46.2
|
|
|
47.3
|
|
|
35% - 55%
|
|
52.0
|
|
|
61.1
|
|
|
55% - 65%
|
Hedge funds
|
17.8
|
|
|
18.3
|
|
|
0% - 20%
|
|
9.6
|
|
|
10.1
|
|
|
5% - 15%
|
Cash
|
1.2
|
|
|
1.3
|
|
|
0% - 5%
|
|
11.7
|
|
|
0.1
|
|
|
0% - 5%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Asset Categories
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Cash & Cash Equivalents
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23.7
|
|
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap
|
|
77.1
|
|
|
—
|
|
|
—
|
|
|
77.1
|
|
||||
U.S. Small/Mid Cap
|
|
28.2
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
||||
World Equity
|
|
95.5
|
|
|
—
|
|
|
—
|
|
|
95.5
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
||||||||
Government & Agencies
|
|
68.1
|
|
|
35.8
|
|
|
—
|
|
|
103.9
|
|
||||
Corporate Bonds - Investment Grade
|
|
138.4
|
|
|
—
|
|
|
—
|
|
|
138.4
|
|
||||
Corporate Bonds - Non-investment Grade
|
|
24.8
|
|
|
—
|
|
|
—
|
|
|
24.8
|
|
||||
Emerging Market Debt
|
|
18.1
|
|
|
—
|
|
|
—
|
|
|
18.1
|
|
||||
Other
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||
Hedge Funds
|
|
|
|
|
|
|
|
|
||||||||
Property Funds
|
|
—
|
|
|
—
|
|
|
54.6
|
|
|
54.6
|
|
||||
Multi Strategy Hedge Fund
|
|
—
|
|
|
—
|
|
|
41.6
|
|
|
41.6
|
|
||||
Total Plan Assets
|
|
$
|
480.8
|
|
|
$
|
35.8
|
|
|
$
|
96.2
|
|
|
$
|
612.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Asset Categories
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Cash & Cash Equivalents
|
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.7
|
|
Equity
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap
|
|
87.3
|
|
|
—
|
|
|
—
|
|
|
87.3
|
|
||||
U.S. Small/Mid Cap
|
|
25.2
|
|
|
—
|
|
|
—
|
|
|
25.2
|
|
||||
World Equity
|
|
94.2
|
|
|
—
|
|
|
—
|
|
|
94.2
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
||||||||
Government & Agencies
|
|
67.9
|
|
|
58.8
|
|
|
—
|
|
|
126.7
|
|
||||
Corporate Bonds - Investment Grade
|
|
139.9
|
|
|
—
|
|
|
—
|
|
|
139.9
|
|
||||
Corporate Bonds - Non-investment Grade
|
|
31.9
|
|
|
—
|
|
|
—
|
|
|
31.9
|
|
||||
Emerging Market Debt
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
||||
Other
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||
Hedge Funds
|
|
|
|
|
|
|
|
|
||||||||
Property Funds
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
48.3
|
|
||||
Multi Strategy Hedge Fund
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|
57.3
|
|
||||
Total Plan Assets
|
|
$
|
479.3
|
|
|
$
|
58.8
|
|
|
$
|
105.6
|
|
|
$
|
643.7
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
105.6
|
|
|
$
|
64.5
|
|
Actual return on plan assets:
|
|
|
|
||||
Relating to assets still held at the reporting date
|
3.8
|
|
|
3.3
|
|
||
Purchases, sales and settlements, net
|
(13.2
|
)
|
|
37.8
|
|
||
Ending balance
|
$
|
96.2
|
|
|
$
|
105.6
|
|
6.
|
STOCK-BASED COMPENSATION
|
|
|
|
Weighted-
|
|||
|
Number of
|
|
Average Exercise
|
|||
|
Shares
|
|
Price Per Share
|
|||
|
(in millions, except per share data)
|
|||||
Outstanding at January 1, 2013
|
3.0
|
|
|
$
|
27.08
|
|
Options granted
|
—
|
|
|
—
|
|
|
Options exercised
|
(0.1
|
)
|
|
10.59
|
|
|
Options canceled
|
(0.9
|
)
|
|
24.28
|
|
|
Outstanding at December 31, 2013
|
2.0
|
|
|
$
|
29.22
|
|
Options granted
|
—
|
|
|
—
|
|
|
Options exercised
|
(0.1
|
)
|
|
13.87
|
|
|
Options canceled
|
(1.0
|
)
|
|
37.70
|
|
|
Outstanding at December 31, 2014
|
0.9
|
|
|
$
|
20.66
|
|
Options granted
|
—
|
|
|
—
|
|
|
Options exercised
|
(0.1
|
)
|
|
17.13
|
|
|
Options canceled
|
(0.2
|
)
|
|
26.65
|
|
|
Outstanding at December 31, 2015
|
0.6
|
|
|
$
|
18.58
|
|
|
|
|
|
|||
Exercisable at December 31, 2013
|
2.0
|
|
|
$
|
29.22
|
|
Exercisable at December 31, 2014
|
0.9
|
|
|
$
|
20.66
|
|
Exercisable at December 31, 2015
|
0.6
|
|
|
$
|
18.58
|
|
|
|
Stock Options
|
|
Weighted-
|
|
Weighted-
|
|||
Range of
|
|
Outstanding and
|
|
Average Exercise
|
|
Average
|
|||
Exercise Prices
|
|
Exercisable
|
|
Price Per Share
|
|
Contractual Life
|
|||
|
|
(in millions, except per share data)
|
|
|
(in years)
|
||||
$9.19 - $10.08
|
|
0.2
|
|
|
$
|
9.43
|
|
|
2.6
|
$15.58 - $26.02
|
|
0.4
|
|
|
21.47
|
|
|
0.8
|
|
|
|
0.6
|
|
|
$
|
18.58
|
|
|
1.2
|
|
|
|
Weighted-Average
|
|||
|
Number of
|
|
Grant Date Fair
|
|||
|
Shares/Units
|
|
Value per Share/Unit
|
|||
|
(in millions, except per share data)
|
|||||
Outstanding at January 1, 2013
|
1.1
|
|
|
$
|
11.08
|
|
Granted
|
0.9
|
|
|
12.79
|
|
|
Vested
|
(0.7
|
)
|
|
11.06
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2013
|
1.3
|
|
|
$
|
12.24
|
|
Granted
|
0.5
|
|
|
19.58
|
|
|
Vested
|
(0.1
|
)
|
|
13.95
|
|
|
Canceled
|
(0.1
|
)
|
|
12.76
|
|
|
Outstanding at December 31, 2014
|
1.6
|
|
|
$
|
14.54
|
|
Granted
|
0.5
|
|
|
25.21
|
|
|
Vested
|
(0.3
|
)
|
|
11.03
|
|
|
Canceled
|
(0.1
|
)
|
|
19.99
|
|
|
Outstanding at December 31, 2015
|
1.7
|
|
|
$
|
18.19
|
|
|
|
|
Weighted Average
|
|||
|
Number of
|
|
Grant Date Fair
|
|||
|
Shares
|
|
Value per Share
|
|||
EBITDA Awards
|
(in millions, except per share data)
|
|||||
Outstanding at January 1, 2014
|
—
|
|
|
$
|
—
|
|
Granted
|
0.2
|
|
|
27.66
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2014
|
0.2
|
|
|
$
|
27.66
|
|
Granted
|
0.1
|
|
|
37.68
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2015
|
0.3
|
|
|
$
|
32.27
|
|
|
|
|
|
|||
TSR Awards
|
|
|
|
|||
Outstanding at January 1, 2014
|
—
|
|
|
$
|
—
|
|
Granted
|
0.2
|
|
|
21.11
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2014
|
0.2
|
|
|
$
|
21.11
|
|
Granted
|
0.1
|
|
|
31.22
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2015
|
0.3
|
|
|
$
|
25.77
|
|
7.
|
INCOME TAXES
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
U.S. income (loss)
|
$
|
88.3
|
|
|
$
|
12.0
|
|
|
$
|
(23.8
|
)
|
Non - U.S. income
|
184.4
|
|
|
164.7
|
|
|
110.1
|
|
|||
Total income before income taxes
|
$
|
272.7
|
|
|
$
|
176.7
|
|
|
$
|
86.3
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
(1.3
|
)
|
Other state and local
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Foreign
|
10.8
|
|
|
44.2
|
|
|
12.1
|
|
|||
Total current
|
$
|
11.5
|
|
|
$
|
44.9
|
|
|
$
|
10.9
|
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
$
|
26.4
|
|
|
$
|
(11.6
|
)
|
|
$
|
(9.3
|
)
|
Foreign
|
(0.8
|
)
|
|
0.4
|
|
|
(9.8
|
)
|
|||
Total deferred
|
25.6
|
|
|
(11.2
|
)
|
|
(19.1
|
)
|
|||
Total income tax expense (benefit)
|
$
|
37.1
|
|
|
$
|
33.7
|
|
|
$
|
(8.2
|
)
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign income taxes
|
(17.6
|
)
|
|
(25.1
|
)
|
|
(48.5
|
)
|
Change in enacted tax rate
|
—
|
|
|
—
|
|
|
(9.9
|
)
|
State and local
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Tax Credits
|
(1.3
|
)
|
|
(11.4
|
)
|
|
—
|
|
Valuation allowance
|
2.6
|
|
|
4.5
|
|
|
12.4
|
|
U.S. tax on unremitted foreign earnings
|
0.2
|
|
|
1.9
|
|
|
(0.2
|
)
|
Uncertain tax positions
|
(5.7
|
)
|
|
13.0
|
|
|
(0.5
|
)
|
Other
|
0.3
|
|
|
1.1
|
|
|
2.0
|
|
Effective income tax rate
|
13.6
|
%
|
|
19.1
|
%
|
|
(9.5
|
)%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Current deferred tax assets
|
|
|
|
||||
Employee benefits
|
$
|
—
|
|
|
$
|
26.0
|
|
Inventory
|
—
|
|
|
7.5
|
|
||
Prepaid taxes and other
|
—
|
|
|
16.9
|
|
||
Valuation allowance
|
—
|
|
|
(10.2
|
)
|
||
Total current deferred tax assets
|
$
|
—
|
|
|
$
|
40.2
|
|
|
|
|
|
||||
Current deferred tax liabilities
|
|
|
|
||||
Unrealized foreign exchange gain and other
|
—
|
|
|
(0.1
|
)
|
||
Current deferred tax asset, net
|
$
|
—
|
|
|
$
|
40.1
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
|
|
|
|
||||
U.S. federal and state deferred tax asset, net
|
$
|
—
|
|
|
$
|
27.0
|
|
Other foreign deferred tax asset, net
|
—
|
|
|
13.1
|
|
||
Current deferred tax asset, net
|
$
|
—
|
|
|
$
|
40.1
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Noncurrent deferred tax assets
|
|
|
|
||||
Employee benefits
|
$
|
211.1
|
|
|
$
|
193.9
|
|
Inventory
|
9.4
|
|
|
—
|
|
||
Net operating loss (NOL) carryforwards
|
117.0
|
|
|
104.7
|
|
||
Tax credit carryforwards
|
25.8
|
|
|
69.8
|
|
||
Capital allowance carryforwards
|
13.6
|
|
|
14.4
|
|
||
Fixed assets
|
13.5
|
|
|
6.6
|
|
||
Deferred revenue
|
15.0
|
|
|
12.6
|
|
||
Capitalized expenditures
|
120.5
|
|
|
111.2
|
|
||
Other
|
22.4
|
|
|
2.3
|
|
||
Valuation allowances
|
(167.3
|
)
|
|
(146.7
|
)
|
||
Noncurrent deferred tax assets
|
$
|
381.0
|
|
|
$
|
368.8
|
|
|
|
|
|
||||
Noncurrent deferred tax liabilities
|
|
|
|
||||
Fixed assets and other
|
(14.2
|
)
|
|
(9.1
|
)
|
||
Noncurrent deferred tax asset, net
|
$
|
366.8
|
|
|
$
|
359.7
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
U.S. federal and state deferred tax asset, net
|
$
|
354.7
|
|
|
$
|
362.2
|
|
Other foreign deferred tax asset (liability), net
|
12.1
|
|
|
(2.5
|
)
|
||
Noncurrent deferred tax asset, net
|
$
|
366.8
|
|
|
$
|
359.7
|
|
|
Unrecognized Income Tax
|
|
Interest and
|
||||
|
Benefits
|
|
Penalties
|
||||
|
(in millions)
|
||||||
Balance at January 1, 2013
|
$
|
20.7
|
|
|
$
|
10.2
|
|
Increase in prior year tax positions
|
6.1
|
|
|
0.1
|
|
||
Decrease in prior year tax positions
|
(4.4
|
)
|
|
(6.2
|
)
|
||
Increase in current year tax positions
|
4.0
|
|
|
—
|
|
||
Settlement
|
(4.7
|
)
|
|
—
|
|
||
Balance at December 31, 2013
|
$
|
21.7
|
|
|
$
|
4.1
|
|
Increase in prior year tax positions
|
10.5
|
|
|
8.1
|
|
||
Decrease in prior year tax positions
|
(0.5
|
)
|
|
—
|
|
||
Increase in current year tax positions
|
15.6
|
|
|
—
|
|
||
Balance at December 31, 2014
|
$
|
47.3
|
|
|
$
|
12.2
|
|
Increase in prior year tax positions
|
—
|
|
|
1.4
|
|
||
Decrease in prior year tax positions
|
(9.4
|
)
|
|
(4.9
|
)
|
||
Increase in current year tax positions
|
8.8
|
|
|
—
|
|
||
Foreign currency remeasurement adjustment
|
(5.1
|
)
|
|
(1.8
|
)
|
||
Balance at December 31, 2015
|
$
|
41.6
|
|
|
$
|
6.9
|
|
8.
|
EARNINGS PER SHARE (EPS)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share data)
|
||||||||||
Numerator
|
|
|
|
|
|
||||||
Net income attributable to AAM
|
$
|
235.6
|
|
|
$
|
143.0
|
|
|
$
|
94.5
|
|
Less: Net income attributable to participating securities
|
(5.3
|
)
|
|
(2.9
|
)
|
|
(1.9
|
)
|
|||
Net income attributable to common shareholders - Basic
|
$
|
230.3
|
|
|
$
|
140.1
|
|
|
$
|
92.6
|
|
Undistributed earnings reallocated to common shareholders under two step dilutive method
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to common shareholders - Dilutive
|
$
|
230.3
|
|
|
$
|
140.1
|
|
|
$
|
92.6
|
|
|
|
|
|
|
|
||||||
Denominators
|
|
|
|
|
|
||||||
Basic common shares outstanding -
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
77.7
|
|
|
77.3
|
|
|
76.7
|
|
|||
Less: Participating securities
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(1.5
|
)
|
|||
Weighted-average common shares outstanding
|
75.9
|
|
|
75.7
|
|
|
75.2
|
|
|||
|
|
|
|
|
|
||||||
Effect of dilutive securities -
|
|
|
|
|
|
||||||
Dilutive stock-based compensation
|
0.4
|
|
|
0.2
|
|
|
0.1
|
|
|||
|
|
|
|
|
|
||||||
Diluted shares outstanding -
|
|
|
|
|
|
||||||
Adjusted weighted-average shares after assumed conversions
|
76.3
|
|
|
75.9
|
|
|
75.3
|
|
|||
|
|
|
|
|
|
||||||
Basic EPS
|
$
|
3.03
|
|
|
$
|
1.85
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
||||||
Diluted EPS
|
$
|
3.02
|
|
|
$
|
1.85
|
|
|
$
|
1.23
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance
|
$
|
12.4
|
|
|
$
|
14.3
|
|
Accruals
|
17.0
|
|
|
9.3
|
|
||
Settlements
|
(6.1
|
)
|
|
(2.2
|
)
|
||
Adjustments to prior period accruals
|
14.0
|
|
|
(8.7
|
)
|
||
Foreign currency translation
|
(0.7
|
)
|
|
(0.3
|
)
|
||
Ending balance
|
$
|
36.6
|
|
|
$
|
12.4
|
|
10.
|
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Loss on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
(240.6
|
)
|
|
$
|
(48.9
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(296.9
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
21.2
|
|
|
(70.3
|
)
|
|
(16.9
|
)
|
|
(66.0
|
)
|
||||
Income tax effect of other comprehensive income (loss) before reclassifications
|
(7.2
|
)
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss into net income
|
4.0
|
|
(a)
|
—
|
|
|
10.9
|
|
(b)
|
14.9
|
|
||||
Income taxes reclassified into net income
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net current period other comprehensive income (loss)
|
16.7
|
|
|
(70.3
|
)
|
|
(6.0
|
)
|
|
(59.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
$
|
(223.9
|
)
|
|
$
|
(119.2
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
(356.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Loss on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
(197.9
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
0.3
|
|
|
$
|
(216.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(104.7
|
)
|
|
(30.3
|
)
|
|
(6.8
|
)
|
|
(141.8
|
)
|
||||
Income tax effect of other comprehensive income (loss) before reclassifications
|
36.6
|
|
|
—
|
|
|
—
|
|
|
36.6
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) into net income
|
38.8
|
|
(a)(c)
|
—
|
|
|
(0.9
|
)
|
(b)
|
37.9
|
|
||||
Income taxes reclassified into net income
|
(13.4
|
)
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net current period other comprehensive loss
|
(42.7
|
)
|
|
(30.3
|
)
|
|
(7.7
|
)
|
|
(80.7
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2014
|
$
|
(240.6
|
)
|
|
$
|
(48.9
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(296.9
|
)
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Gain on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2012
|
$
|
(274.5
|
)
|
|
$
|
7.6
|
|
|
$
|
2.3
|
|
|
$
|
(264.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
104.4
|
|
|
(26.2
|
)
|
|
0.8
|
|
|
79.0
|
|
||||
Income tax effect of other comprehensive income (loss) before reclassifications
|
(36.7
|
)
|
|
—
|
|
|
—
|
|
|
(36.7
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) into net income
|
13.5
|
|
(a)
|
—
|
|
|
(2.8
|
)
|
(b)
|
10.7
|
|
||||
Income taxes reclassified into net income
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
||||
Net current period other comprehensive income (loss)
|
76.6
|
|
|
(26.2
|
)
|
|
(2.0
|
)
|
|
48.4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2013
|
$
|
(197.9
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
0.3
|
|
|
$
|
(216.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
(a) The amount reclassified from AOCI included $4.8 million in cost of goods sold (COGS) and $(0.8) million in selling, general & administrative expenses (SG&A) for the year ended December 31, 2015, $36.0 million in COGS and $2.8 million in SG&A for the year ended December 31, 2014 and $7.0 million in COGS and $6.5 million in SG&A for the year ended December 31, 2013.
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(b) The amounts reclassified from AOCI are included in COGS.
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(c) Includes a reclassification of $23.1 million, net of tax, related to our terminated vested lump-sum pension payout in the U.S.
|
11.
|
SEGMENT AND GEOGRAPHIC INFORMATION
|
|
December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
|
(in millions)
|
|
||||||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
$
|
2,121.9
|
|
|
$
|
2,073.6
|
|
|
$
|
1,682.0
|
|
|
Canada
|
119.3
|
|
|
64.6
|
|
|
74.4
|
|
|
|||
Mexico
|
1,060.2
|
|
|
1,055.5
|
|
|
865.6
|
|
|
|||
South America
|
106.6
|
|
|
156.5
|
|
|
201.1
|
|
|
|||
China
|
185.5
|
|
|
71.3
|
|
|
34.4
|
|
|
|||
All other Asia
|
185.2
|
|
|
167.3
|
|
|
220.8
|
|
|
|||
Europe and other
|
124.4
|
|
|
107.2
|
|
|
129.0
|
|
|
|||
Total net sales
|
$
|
3,903.1
|
|
|
$
|
3,696.0
|
|
|
$
|
3,207.3
|
|
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
|
||||||
United States
|
$
|
824.0
|
|
|
$
|
867.1
|
|
(a)
|
$
|
827.9
|
|
(a)
|
Mexico
|
522.6
|
|
|
513.2
|
|
|
469.3
|
|
|
|||
South America
|
48.5
|
|
|
80.5
|
|
|
100.2
|
|
|
|||
China
|
85.8
|
|
|
59.8
|
|
|
63.8
|
|
|
|||
All other Asia
|
103.7
|
|
|
117.5
|
|
|
112.9
|
|
|
|||
Europe
|
120.3
|
|
|
94.0
|
|
|
93.2
|
|
|
|||
Total long-lived assets
|
$
|
1,704.9
|
|
|
$
|
1,732.1
|
|
(a)
|
$
|
1,667.3
|
|
(a)
|
12.
|
UNAUDITED QUARTERLY FINANCIAL DATA
|
|
Three Months Ended,
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
969.1
|
|
|
$
|
1,004.0
|
|
|
$
|
971.6
|
|
|
$
|
958.4
|
|
Gross profit
|
152.8
|
|
|
164.5
|
|
|
158.3
|
|
|
159.8
|
|
||||
Net income
|
53.2
|
|
|
58.6
|
|
|
60.9
|
|
|
62.9
|
|
||||
Basic EPS
(1)
|
$
|
0.69
|
|
|
$
|
0.75
|
|
|
$
|
0.78
|
|
|
$
|
0.81
|
|
Diluted EPS
(1)
|
$
|
0.68
|
|
|
$
|
0.75
|
|
|
$
|
0.78
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
858.8
|
|
|
$
|
946.9
|
|
|
$
|
950.8
|
|
|
$
|
939.5
|
|
Gross profit
|
121.9
|
|
|
149.0
|
|
|
140.7
|
|
|
111.2
|
|
||||
Net income
|
33.6
|
|
|
52.2
|
|
|
44.0
|
|
|
13.2
|
|
||||
Basic EPS
(1)
|
$
|
0.44
|
|
|
$
|
0.67
|
|
|
$
|
0.57
|
|
|
$
|
0.17
|
|
Diluted EPS
(1)
|
$
|
0.44
|
|
|
$
|
0.67
|
|
|
$
|
0.57
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
13.
|
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
|
2014
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
—
|
|
|
$
|
1,099.5
|
|
|
$
|
225.1
|
|
|
$
|
2,371.4
|
|
|
$
|
—
|
|
|
$
|
3,696.0
|
|
Intercompany
|
—
|
|
|
13.1
|
|
|
246.9
|
|
|
21.6
|
|
|
(281.6
|
)
|
|
—
|
|
||||||
Total net sales
|
—
|
|
|
1,112.6
|
|
|
472.0
|
|
|
2,393.0
|
|
|
(281.6
|
)
|
|
3,696.0
|
|
||||||
Cost of goods sold
|
—
|
|
|
1,112.4
|
|
|
396.1
|
|
|
1,946.3
|
|
|
(281.6
|
)
|
|
3,173.2
|
|
||||||
Gross profit
|
—
|
|
|
0.2
|
|
|
75.9
|
|
|
446.7
|
|
|
—
|
|
|
522.8
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
194.0
|
|
|
0.2
|
|
|
61.0
|
|
|
—
|
|
|
255.2
|
|
||||||
Operating income (loss)
|
—
|
|
|
(193.8
|
)
|
|
75.7
|
|
|
385.7
|
|
|
—
|
|
|
267.6
|
|
||||||
Non-operating income (expense), net
|
—
|
|
|
(103.0
|
)
|
|
9.0
|
|
|
3.1
|
|
|
—
|
|
|
(90.9
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(296.8
|
)
|
|
84.7
|
|
|
388.8
|
|
|
—
|
|
|
176.7
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(11.8
|
)
|
|
0.9
|
|
|
44.6
|
|
|
—
|
|
|
33.7
|
|
||||||
Earnings (loss) from equity in subsidiaries
|
143.0
|
|
|
204.0
|
|
|
(23.3
|
)
|
|
—
|
|
|
(323.7
|
)
|
|
—
|
|
||||||
Net income (loss) before royalties
|
143.0
|
|
|
(81.0
|
)
|
|
60.5
|
|
|
344.2
|
|
|
(323.7
|
)
|
|
143.0
|
|
||||||
Royalties
|
—
|
|
|
224.0
|
|
|
—
|
|
|
(224.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income after royalties
|
143.0
|
|
|
143.0
|
|
|
60.5
|
|
|
120.2
|
|
|
(323.7
|
)
|
|
143.0
|
|
||||||
Other comprehensive loss, net of tax
|
(80.7
|
)
|
|
(80.7
|
)
|
|
(23.5
|
)
|
|
(34.8
|
)
|
|
139.0
|
|
|
(80.7
|
)
|
||||||
Comprehensive income
|
$
|
62.3
|
|
|
$
|
62.3
|
|
|
$
|
37.0
|
|
|
$
|
85.4
|
|
|
$
|
(184.7
|
)
|
|
$
|
62.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2013
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
—
|
|
|
$
|
773.6
|
|
|
$
|
226.0
|
|
|
$
|
2,207.7
|
|
|
$
|
—
|
|
|
$
|
3,207.3
|
|
Intercompany
|
—
|
|
|
15.3
|
|
|
226.1
|
|
|
14.0
|
|
|
(255.4
|
)
|
|
—
|
|
||||||
Total net sales
|
—
|
|
|
788.9
|
|
|
452.1
|
|
|
2,221.7
|
|
|
(255.4
|
)
|
|
3,207.3
|
|
||||||
Cost of goods sold
|
—
|
|
|
769.4
|
|
|
389.0
|
|
|
1,825.6
|
|
|
(255.4
|
)
|
|
2,728.6
|
|
||||||
Gross profit
|
—
|
|
|
19.5
|
|
|
63.1
|
|
|
396.1
|
|
|
—
|
|
|
478.7
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
182.4
|
|
|
0.1
|
|
|
55.9
|
|
|
—
|
|
|
238.4
|
|
||||||
Operating income (loss)
|
—
|
|
|
(162.9
|
)
|
|
63.0
|
|
|
340.2
|
|
|
—
|
|
|
240.3
|
|
||||||
Non-operating income (expense), net
|
—
|
|
|
(155.1
|
)
|
|
10.7
|
|
|
(9.6
|
)
|
|
—
|
|
|
(154.0
|
)
|
||||||
Income (loss) before income taxes
|
—
|
|
|
(318.0
|
)
|
|
73.7
|
|
|
330.6
|
|
|
—
|
|
|
86.3
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(24.9
|
)
|
|
0.9
|
|
|
15.8
|
|
|
—
|
|
|
(8.2
|
)
|
||||||
Earnings (loss) from equity in subsidiaries
|
94.5
|
|
|
167.0
|
|
|
(21.7
|
)
|
|
—
|
|
|
(239.8
|
)
|
|
—
|
|
||||||
Net income (loss) before royalties
|
94.5
|
|
|
(126.1
|
)
|
|
51.1
|
|
|
314.8
|
|
|
(239.8
|
)
|
|
94.5
|
|
||||||
Royalties
|
—
|
|
|
220.6
|
|
|
—
|
|
|
(220.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income after royalties
|
94.5
|
|
|
94.5
|
|
|
51.1
|
|
|
94.2
|
|
|
(239.8
|
)
|
|
94.5
|
|
||||||
Other comprehensive income (loss), net of tax
|
48.4
|
|
|
48.4
|
|
|
(7.2
|
)
|
|
(10.8
|
)
|
|
(30.4
|
)
|
|
48.4
|
|
||||||
Comprehensive income
|
$
|
142.9
|
|
|
$
|
142.9
|
|
|
$
|
43.9
|
|
|
$
|
83.4
|
|
|
$
|
(270.2
|
)
|
|
$
|
142.9
|
|
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2015
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
|
||||||||||||
Assets
|
(in millions)
|
|
||||||||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
52.0
|
|
|
$
|
—
|
|
|
$
|
230.5
|
|
|
$
|
—
|
|
|
$
|
282.5
|
|
|
Accounts receivable, net
|
—
|
|
|
127.2
|
|
|
19.7
|
|
|
392.2
|
|
|
—
|
|
|
539.1
|
|
|
||||||
Intercompany receivables
|
—
|
|
|
311.8
|
|
|
249.7
|
|
|
9.4
|
|
|
(570.9
|
)
|
|
—
|
|
|
||||||
Inventories, net
|
—
|
|
|
59.8
|
|
|
31.1
|
|
|
139.6
|
|
|
—
|
|
|
230.5
|
|
|
||||||
Other current assets
|
—
|
|
|
30.4
|
|
|
0.5
|
|
|
41.2
|
|
|
—
|
|
|
72.1
|
|
|
||||||
Total current assets
|
—
|
|
|
581.2
|
|
|
301.0
|
|
|
812.9
|
|
|
(570.9
|
)
|
|
1,124.2
|
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
214.1
|
|
|
91.9
|
|
|
740.2
|
|
|
—
|
|
|
1,046.2
|
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
147.8
|
|
|
6.6
|
|
|
—
|
|
|
154.4
|
|
|
||||||
Intercompany notes and accounts receivable
|
—
|
|
|
393.5
|
|
|
252.2
|
|
|
—
|
|
|
(645.7
|
)
|
|
—
|
|
|
||||||
Other assets and deferred charges
|
—
|
|
|
683.6
|
|
|
41.4
|
|
|
152.9
|
|
|
—
|
|
|
877.9
|
|
|
||||||
Investment in subsidiaries
|
622.3
|
|
|
1,315.9
|
|
|
—
|
|
|
—
|
|
|
(1,938.2
|
)
|
|
—
|
|
|
||||||
Total assets
|
$
|
622.3
|
|
|
$
|
3,188.3
|
|
|
$
|
834.3
|
|
|
$
|
1,712.6
|
|
|
$
|
(3,154.8
|
)
|
|
$
|
3,202.7
|
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
|
Accounts payable
|
—
|
|
|
103.0
|
|
|
35.8
|
|
|
273.9
|
|
|
—
|
|
|
412.7
|
|
|
||||||
Intercompany payables
|
—
|
|
|
248.7
|
|
|
154.9
|
|
|
167.3
|
|
|
(570.9
|
)
|
|
—
|
|
|
||||||
Other current liabilities
|
—
|
|
|
134.2
|
|
|
4.1
|
|
|
144.9
|
|
|
—
|
|
|
283.2
|
|
|
||||||
Total current liabilities
|
—
|
|
|
485.9
|
|
|
194.8
|
|
|
589.4
|
|
|
(570.9
|
)
|
|
699.2
|
|
|
||||||
Intercompany notes and accounts payable
|
320.8
|
|
|
10.3
|
|
|
—
|
|
|
314.6
|
|
|
(645.7
|
)
|
|
—
|
|
|
||||||
Long-term debt, net
|
—
|
|
|
1,336.5
|
|
|
4.5
|
|
|
34.7
|
|
|
—
|
|
|
1,375.7
|
|
|
||||||
Investment in subsidiaries obligation
|
—
|
|
|
—
|
|
|
111.7
|
|
|
|
|
(111.7
|
)
|
|
—
|
|
|
|||||||
Other long-term liabilities
|
—
|
|
|
733.3
|
|
|
0.5
|
|
|
92.5
|
|
|
—
|
|
|
826.3
|
|
|
||||||
Total liabilities
|
320.8
|
|
|
2,566.0
|
|
|
311.5
|
|
|
1,031.2
|
|
|
(1,328.3
|
)
|
|
2,901.2
|
|
|
||||||
Total stockholders' equity
|
301.5
|
|
|
622.3
|
|
|
522.8
|
|
|
681.4
|
|
|
(1,826.5
|
)
|
|
301.5
|
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
622.3
|
|
|
$
|
3,188.3
|
|
|
$
|
834.3
|
|
|
$
|
1,712.6
|
|
|
$
|
(3,154.8
|
)
|
|
$
|
3,202.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
69.7
|
|
|
$
|
—
|
|
|
$
|
179.5
|
|
|
$
|
—
|
|
|
$
|
249.2
|
|
|
Accounts receivable, net
|
—
|
|
|
137.5
|
|
|
23.9
|
|
|
371.3
|
|
|
—
|
|
|
532.7
|
|
|
||||||
Intercompany receivables
|
—
|
|
|
231.0
|
|
|
174.1
|
|
|
10.0
|
|
|
(415.1
|
)
|
|
—
|
|
|
||||||
Inventories, net
|
—
|
|
|
64.9
|
|
|
32.3
|
|
|
151.6
|
|
|
—
|
|
|
248.8
|
|
|
||||||
Other current assets
|
—
|
|
|
53.6
|
|
|
2.6
|
|
|
52.6
|
|
|
—
|
|
|
108.8
|
|
|
||||||
Total current assets
|
—
|
|
|
556.7
|
|
|
232.9
|
|
|
765.0
|
|
|
(415.1
|
)
|
|
1,139.5
|
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
230.0
|
|
|
87.9
|
|
|
743.2
|
|
|
—
|
|
|
1,061.1
|
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
147.9
|
|
|
7.1
|
|
|
—
|
|
|
155.0
|
|
|
||||||
Intercompany notes and accounts receivable
|
—
|
|
|
509.4
|
|
|
219.1
|
|
|
—
|
|
|
(728.5
|
)
|
|
—
|
|
|
||||||
Other assets and deferred charges
|
—
|
|
|
717.8
|
|
(a)
|
45.7
|
|
|
121.3
|
|
|
—
|
|
|
884.8
|
|
(a)
|
||||||
Investment in subsidiaries
|
433.8
|
|
|
1,134.6
|
|
|
—
|
|
|
—
|
|
|
(1,568.4
|
)
|
|
—
|
|
|
||||||
Total assets
|
$
|
433.8
|
|
|
$
|
3,148.5
|
|
(a)
|
$
|
733.5
|
|
|
$
|
1,636.6
|
|
|
$
|
(2,712.0
|
)
|
|
$
|
3,240.4
|
|
(a)
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
9.4
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
13.0
|
|
|
Accounts payable
|
—
|
|
|
127.3
|
|
|
38.9
|
|
|
278.1
|
|
|
—
|
|
|
444.3
|
|
|
||||||
Intercompany payables
|
—
|
|
|
177.0
|
|
|
105.3
|
|
|
132.8
|
|
|
(415.1
|
)
|
|
—
|
|
|
||||||
Other current liabilities
|
—
|
|
|
121.0
|
|
|
4.4
|
|
|
104.5
|
|
|
—
|
|
|
229.9
|
|
|
||||||
Total current liabilities
|
—
|
|
|
434.7
|
|
|
148.6
|
|
|
519.0
|
|
|
(415.1
|
)
|
|
687.2
|
|
|
||||||
Intercompany notes and accounts payable
|
320.4
|
|
|
6.9
|
|
|
—
|
|
|
401.2
|
|
|
(728.5
|
)
|
|
—
|
|
|
||||||
Long-term debt, net
|
—
|
|
|
1,464.3
|
|
(a)
|
4.9
|
|
|
35.4
|
|
|
—
|
|
|
1,504.6
|
|
(a)
|
||||||
Investment in subsidiaries obligation
|
—
|
|
|
—
|
|
|
53.8
|
|
|
—
|
|
|
(53.8
|
)
|
|
—
|
|
|
||||||
Other long-term liabilities
|
—
|
|
|
808.8
|
|
|
0.6
|
|
|
125.8
|
|
|
—
|
|
|
935.2
|
|
|
||||||
Total liabilities
|
320.4
|
|
|
2,714.7
|
|
(a)
|
207.9
|
|
|
1,081.4
|
|
|
(1,197.4
|
)
|
|
3,127.0
|
|
(a)
|
||||||
Total stockholders' equity
|
113.4
|
|
|
433.8
|
|
|
525.6
|
|
|
555.2
|
|
|
(1,514.6
|
)
|
|
113.4
|
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
433.8
|
|
|
$
|
3,148.5
|
|
(a)
|
$
|
733.5
|
|
|
$
|
1,636.6
|
|
|
$
|
(2,712.0
|
)
|
|
$
|
3,240.4
|
|
(a)
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2015
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
163.7
|
|
|
$
|
68.1
|
|
|
$
|
145.8
|
|
|
$
|
—
|
|
|
$
|
377.6
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
(36.4
|
)
|
|
(12.8
|
)
|
|
(144.3
|
)
|
|
—
|
|
|
(193.5
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
||||||
Proceeds from government grants
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
||||||
Intercompany activity
|
—
|
|
|
—
|
|
|
(55.0
|
)
|
|
—
|
|
|
55.0
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(36.3
|
)
|
|
(67.7
|
)
|
|
(139.1
|
)
|
|
55.0
|
|
|
(188.1
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt activity
|
—
|
|
|
(142.8
|
)
|
|
(0.4
|
)
|
|
3.0
|
|
|
—
|
|
|
(140.2
|
)
|
||||||
Employee stock option exercises
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Purchase of treasury stock
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
||||||
Intercompany activity
|
3.1
|
|
|
(3.1
|
)
|
|
—
|
|
|
55.0
|
|
|
(55.0
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(145.1
|
)
|
|
(0.4
|
)
|
|
56.9
|
|
|
(55.0
|
)
|
|
(143.6
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
(12.6
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(17.7
|
)
|
|
—
|
|
|
51.0
|
|
|
—
|
|
|
33.3
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
69.7
|
|
|
—
|
|
|
179.5
|
|
|
—
|
|
|
249.2
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
52.0
|
|
|
$
|
—
|
|
|
$
|
230.5
|
|
|
$
|
—
|
|
|
$
|
282.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
83.4
|
|
|
$
|
41.9
|
|
|
$
|
193.1
|
|
|
$
|
—
|
|
|
$
|
318.4
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
(51.3
|
)
|
|
(18.6
|
)
|
|
(136.6
|
)
|
|
—
|
|
|
(206.5
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
7.9
|
|
|
0.4
|
|
|
0.8
|
|
|
—
|
|
|
9.1
|
|
||||||
Proceeds from government grants
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Intercompany activity
|
—
|
|
|
—
|
|
|
(23.3
|
)
|
|
—
|
|
|
23.3
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(43.4
|
)
|
|
(41.5
|
)
|
|
(133.7
|
)
|
|
23.3
|
|
|
(195.3
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt activity
|
—
|
|
|
(7.8
|
)
|
|
(0.4
|
)
|
|
(13.8
|
)
|
|
—
|
|
|
(22.0
|
)
|
||||||
Debt issuance costs
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Employee stock option exercises
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Purchase of treasury stock
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Intercompany activity
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
23.3
|
|
|
(23.3
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(7.2
|
)
|
|
(0.4
|
)
|
|
9.5
|
|
|
(23.3
|
)
|
|
(21.4
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(6.5
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
32.8
|
|
|
—
|
|
|
62.4
|
|
|
—
|
|
|
95.2
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
36.9
|
|
|
—
|
|
|
117.1
|
|
|
—
|
|
|
154.0
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
69.7
|
|
|
$
|
—
|
|
|
$
|
179.5
|
|
|
$
|
—
|
|
|
$
|
249.2
|
|
2013
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(35.9
|
)
|
|
$
|
64.9
|
|
|
$
|
194.0
|
|
|
$
|
—
|
|
|
$
|
223.0
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant and equipment
|
—
|
|
|
(61.2
|
)
|
|
(12.5
|
)
|
|
(178.2
|
)
|
|
—
|
|
|
(251.9
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
5.1
|
|
|
0.5
|
|
|
3.5
|
|
|
—
|
|
|
9.1
|
|
||||||
Proceeds from sale-leaseback of equipment
|
—
|
|
|
24.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
||||||
Intercompany activity
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
—
|
|
|
52.6
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(32.0
|
)
|
|
(64.6
|
)
|
|
(174.7
|
)
|
|
52.6
|
|
|
(218.7
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt activity
|
—
|
|
|
110.1
|
|
|
(0.3
|
)
|
|
(5.0
|
)
|
|
—
|
|
|
104.8
|
|
||||||
Debt issuance costs
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(16.7
|
)
|
||||||
Employee stock option exercises
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Purchase of treasury stock
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Intercompany activity
|
0.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
52.6
|
|
|
(52.6
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
94.2
|
|
|
(0.3
|
)
|
|
47.5
|
|
|
(52.6
|
)
|
|
88.8
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.5
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
26.3
|
|
|
—
|
|
|
65.3
|
|
|
—
|
|
|
91.6
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
10.6
|
|
|
—
|
|
|
51.8
|
|
|
—
|
|
|
62.4
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
117.1
|
|
|
$
|
—
|
|
|
$
|
154.0
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Part III
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Part IV
|
1.
|
All Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Number
|
|
Description of Exhibit
|
|
|
|
3.01
|
|
Amended and Restated Certificate of Incorporation
|
|
|
(Incorporated by reference to Exhibit 3.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
|
|
|
|
3.02
|
|
Amended and Restated Bylaws of American Axle & Manufacturing Holdings, Inc.
|
|
|
(Incorporated by reference to Exhibit 3.02 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2009.)
|
|
|
|
4.01
|
|
Specimen Certificate for shares of the Company's Common Stock
|
|
|
(Incorporated by reference to Exhibit 4.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
|
|
|
|
4.02
|
|
Form of Indenture, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., as guarantor, certain subsidiary guarantors and U.S. Bank National Association, as trustee
|
|
|
(Incorporated by reference to Exhibit 4.3 of Registration Statement on Form S-3 dated July 12, 2011.)
|
|
|
|
4.03
|
|
Indenture, dated as of November 3, 2011, among American Axle & Manufacturing, Inc., the Guarantors and U.S. Bank National Association, as trustee
|
|
|
(Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated October 31, 2011.)
|
|
|
|
4.04
|
|
Form of 7.75% Senior Notes due 2019
|
|
|
(Incorporated by Reference to Exhibit 4.2 of Current Report on Form 8-K dated October 31, 2011.)
|
Number
|
|
Description of Exhibit
|
|
|
|
4.05
|
|
Form of 6.625% Notes due 2022
|
|
|
(Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated September 17, 2012.)
|
|
|
|
4.06
|
|
Form of 6.25% Notes due 2021
|
|
|
(Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated February 28, 2013.)
|
|
|
|
4.07
|
|
Form of 5.125% Notes due 2019
|
|
|
(Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated November 12, 2013.)
|
|
|
|
10.01
|
|
Asset Purchase Agreement, dated February 18, 1994, between AAM, Inc. and GM, and all amendments thereto
|
|
|
(Incorporated by reference to Exhibit 10.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
|
|
|
|
10.02
|
|
Lifetime Program Contract for GMT-900 Products, between GM and AAM, Inc.
|
|
|
(Incorporated by reference to Exhibit 10.51 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2003.)
|
|
|
|
++10.03
|
|
Letter Agreement dated April 22, 2004 by and between DaimlerChrysler Corporation and AAM, Inc.
|
|
|
(Incorporated by reference to Exhibit 10.43 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2004.)
|
|
|
|
‡10.04
|
|
Forms of Restricted Stock and Restricted Stock Unit Agreements under 1999 Stock Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.45 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended September 30, 2004.)
|
|
|
|
‡10.05
|
|
Form of 2005 Stock Option Agreement
|
|
|
(Incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K dated October 26, 2005.)
|
|
|
|
‡10.06
|
|
Form of Nonqualified Stock Option Agreement
|
|
|
(Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated October 26, 2005.)
|
|
|
|
‡10.07
|
|
Restated 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Compensation Plan
|
|
|
(Incorporated by reference to Exhibit 10.51 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2005.)
|
|
|
|
++10.08
|
|
Letter Agreement between General Motors Corporation and American Axle & Manufacturing, Inc. dated June 29, 2007
|
|
|
(Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated June 29, 2007.)
|
Number
|
|
Description of Exhibit
|
|
|
|
‡10.09
|
|
Form of 2008 Stock Option Award Agreement for executive officers of American Axle & Manufacturing Holdings, Inc.
|
|
|
(Incorporated by reference to Exhibit 10.52 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2007.)
|
|
|
|
10.10
|
|
Agreement between General Motors Corporation and American Axle & Manufacturing, Inc. dated May 3, 2008, as amended May 16, 2008
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated May 23, 2008.)
|
|
|
|
‡10.11
|
|
Amended and Restated AAM 2009 Long-Term Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.61 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarter ended June 30, 2009.)
|
|
|
|
++10.12
|
|
Settlement and Commercial Agreement, dated as of September 16, 2009, among General Motors Company, American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc.
|
|
|
(Incorporated by reference to Exhibit 10.62 of Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.)
|
|
|
|
10.13
|
|
First Lien Intercreditor Agreement dated as of December 18, 2009, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain domestic subsidiaries of the Company, JPMorgan Chase Bank, N.A., U.S. Bank National Association and any additional authorized representative from time to time party hereto
|
|
|
(Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated December 21, 2009.)
|
|
|
|
‡10.14
|
|
American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.15
|
|
Form of Nonqualified Stock Option Award Agreement under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.16
|
|
Form of Restricted Stock Unit Award Agreement for Non-employee Directors under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.17
|
|
Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.18
|
|
Form of Restricted Stock Unit Award Agreement (Installment Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.19
|
|
Form of Performance Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.6 of Current Report on Form 8-K dated May 1, 2012.)
|
|
|
|
‡10.20
|
|
American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement Program Document
|
|
|
(Incorporated by reference to Exhibit 10.37 of Quarterly Report on Form 10-Q dated July 27, 2012.)
|
Number
|
|
Description of Exhibit
|
|
|
|
10.21
|
|
Amendment and Restatement Agreement dated as of September 13, 2013, among American Axle & Manufacturing Holdings, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent, and each financial institution party thereto as a lender, including as Exhibit A thereto, the Amended and Restated Credit Agreement dated as of January 9, 2004 and amended and restated as of September 13, 2013 among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated September 16, 2013.)
|
|
|
|
10.22
|
|
Guarantee Agreement dated as of January 9, 2004, as amended and restated as of September 13, 2013, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiaries of American Axle & Manufacturing, Inc. identified therein, and JPMorgan Chase Bank, N.A. as Administrative Agent for the lenders referred to therein
|
|
|
(Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated September 16, 2013.)
|
|
|
|
10.23
|
|
Collateral Agreement dated as of November 7, 2008, as amended and restated as of September 13, 2013, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing, Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent
|
|
|
(Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated September 16, 2013.)
|
|
|
|
‡10.24
|
|
Amended and Restated Employment Agreement dated September 27, 2013 by and between the Company and David C. Dauch
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated October 3, 2013.)
|
|
|
|
‡10.25
|
|
Amended and Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan for Executive Officers effective as of January 1, 2013
|
|
|
(Incorporated by reference to Exhibit 10.35 of Quarterly Report on Form 10-Q dated November 1, 2013.)
|
|
|
|
‡10.26
|
|
Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.35 of Annual Report on Form 10-K dated February 7, 2014.)
|
|
|
|
‡10.27
|
|
Form of Performance Share Award Agreement (EBITDA) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.36 of Annual Report on Form 10-K dated February 7, 2014.)
|
|
|
|
‡10.28
|
|
Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.37 of Annual Report on Form 10-K dated February 7, 2014.)
|
|
|
|
‡10.29
|
|
Form of Restricted Stock Unit Award Agreement for Board of Directors under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated May 2, 2014.)
|
Number
|
|
Description of Exhibit
|
|
|
|
‡10.30
|
|
Amended and Restated Employment Agreement dated February 19, 2015 by and between the Company and David C. Dauch
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.31
|
|
AAM Executive Officer Change in Control Plan dated February 19, 2015
|
|
|
(Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.32
|
|
Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.33
|
|
Form of Performance Share Award Agreement (EBITDA) for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.34
|
|
Form of Restricted Stock Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.35
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.6 of Current Report on Form 8-K dated February 26, 2015.)
|
|
|
|
‡10.36
|
|
Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated May 1, 2015.)
|
|
|
|
‡10.37
|
|
Employment Agreement dated as of August 1, 2015 by and between the Company and Michael K. Simonte
|
|
|
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated July 31, 2015.)
|
|
|
|
‡*10.38
|
|
Second Amended and Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan for Executive Officers effective as of January 1, 2016
|
|
|
|
*12
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
*21
|
|
Subsidiaries of the Registrant
|
|
|
|
*23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
*31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act
|
|
|
|
*31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act
|
|
|
|
*32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Number
|
|
Description of Exhibit
|
|
|
|
**101.INS
|
|
XBRL Instance Document
|
|
|
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
**101.PRE
|
|
XBRL Extension Presentation Linkbase Document
|
|
|
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
(All other exhibits are not applicable.)
|
|
|
|
|
|
|
Additions -
|
|
|
|
|
|
|
||||||||
|
Balance at
|
|
Charged to
|
|
Deductions -
|
|
|
|
Balance
|
||||||||
|
Beginning of
|
|
Costs and
|
|
See Notes
|
|
|
|
At End of
|
||||||||
|
Period
|
|
Expenses
|
|
Below
|
|
|
|
Period
|
||||||||
|
(in millions)
|
||||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
6.5
|
|
|
$
|
2.3
|
|
|
$
|
3.9
|
|
|
(1)
|
|
$
|
4.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred taxes
|
166.1
|
|
|
14.0
|
|
|
16.4
|
|
|
|
|
163.7
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Inventory valuation allowance
|
21.0
|
|
|
19.4
|
|
|
13.1
|
|
|
(2)
|
|
27.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
4.9
|
|
|
1.3
|
|
|
1.6
|
|
|
(1)
|
|
4.6
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred taxes
|
163.7
|
|
|
13.8
|
|
|
20.6
|
|
|
(3)
|
|
156.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Inventory valuation allowance
|
27.3
|
|
|
10.6
|
|
|
10.0
|
|
|
(2)
|
|
27.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
4.6
|
|
|
2.5
|
|
|
2.8
|
|
|
(1)
|
|
4.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred taxes
|
156.9
|
|
|
31.9
|
|
|
21.5
|
|
|
(4)
|
|
167.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Inventory valuation allowance
|
27.9
|
|
|
11.1
|
|
|
9.7
|
|
|
(2)
|
|
29.3
|
|
||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Uncollectible accounts charged off net of recoveries.
|
(2)
|
Primarily relates to inventory adjustments for physical quantity discrepancies and write-offs of excess and obsolete inventories.
|
(3)
|
Primarily relates to the reversal of a valuation allowance against an expiring net operating loss in China.
|
(4)
|
Primarily reflects a reduction in deferred tax assets at various foreign locations due to the strengthening of the U.S. dollar.
|
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
|
(Registrant)
|
|
/s/ Christopher J. May
|
Christopher J. May
|
Vice President & Chief Financial Officer
|
(Chief Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David C. Dauch
|
|
Chairman of the Board &
|
|
February 12, 2016
|
David C. Dauch
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Christopher J. May
|
|
Vice President &
|
|
February 12, 2016
|
Christopher J. May
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ Elizabeth A. Chappell
|
|
Director
|
|
February 12, 2016
|
Elizabeth A. Chappell
|
|
|
|
|
|
|
|
|
|
/s/ Steven B. Hantler
|
|
Director
|
|
February 12, 2016
|
Steven B. Hantler
|
|
|
|
|
|
|
|
|
|
/s/ William L. Kozyra
|
|
Director
|
|
February 12, 2016
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William L. Kozyra
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/s/ Peter D. Lyons
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Director
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February 12, 2016
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Peter D. Lyons
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/s/ James A. McCaslin
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Director
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February 12, 2016
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James A. McCaslin
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/s/ William P. Miller II
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Director
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February 12, 2016
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William P. Miller II
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/s/ John F. Smith
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Director
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February 12, 2016
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John F. Smith
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/s/ Samuel Valenti III
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Director
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February 12, 2016
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Samuel Valenti III
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(i)
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any of the other corporations which are members of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company;
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(ii)
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any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company;
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(iii)
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any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m)) which includes the Company;
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(iv)
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any other entity required to be aggregated with the Company pursuant to Regulations under Code Section 414(o).
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a.
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in the case of the Bonus Factors:
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1.
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for ROIC, NIPS and Operating Income Margin, Target Performance Levels are financial performance targets that are intended to, among other things, exceed the performance of one-half of the Peer Group Companies (based on the most recent trailing 3-year data available) and align with the Board-approved budget; and
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2.
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for Cash Flow as a Percentage of Budgeted Cash Flow, the Target Performance Level means achievement of 100% of Budgeted Cash Flow for the Company in the Plan Year in question.
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a.
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who remains an Eligible Employee through the last day of a Plan Year and continuously throughout the next succeeding Plan Year up to and including the Payment Date; or
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b.
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whose participation in the Plan terminated during the Plan Year due to the Participant’s:
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i.
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death; or
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ii.
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Disability; or
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iii.
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Retirement; or
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iv.
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employment by an Affiliated Employer who has not adopted the Plan, provided the Participant remains employed by such Affiliated Employer through the Payment Date or the Participant’s employment by the Affiliated Employer terminates due to the Participant’s death, Disability,
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(a)
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ROIC
.
The ROIC component of the bonus award formula for Executive Officers shall be computed as follows, referring to the Target Performance Levels approved by the Compensation Committee for the Plan Year:
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1.
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The bonus award percentage for Executive Officers which corresponds to the ROIC for the Plan Year;
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2.
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multiplied by the Weighted Percentage assigned to the ROIC Bonus Factor for Executive Officers;
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3.
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multiplied by the Covered Earnings of the Executive Officer for the Plan Year;
PLUS
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(b)
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Cash Flow
.
The Cash Flow as a Percentage of Budgeted Cash Flow component of the bonus award formula for Executive Officers shall be computed as follows, referring to the Target Performance Levels approved by the Compensation Committee for the Plan Year:
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1
.
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the bonus award percentage for Executive Officers which corresponds to the Cash Flow for the Plan Year;
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2.
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multiplied by the Weighted Percentage assigned to the Cash Flow as a Percentage of Budgeted Cash Flow Bonus Factor for Executive Officers;
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3.
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multiplied by the Covered Earnings of the Executive Officer for the Plan Year;
PLUS
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(c)
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NIPS
.
The NIPS component of the bonus award formula for Executive Officers shall be computed as follows, referring to the Target Performance Levels approved by the Compensation Committee for the Plan Year:
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1
.
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the bonus award percentage for Executive Officers which corresponds to Net Income as a % of Sales (NIPS) for the Plan Year;
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2.
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multiplied by the Weighted Percentage assigned to NIPS for Executive Officers;
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3.
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multiplied by the Covered Earnings of the Executive Officer for the Plan Year;
PLUS
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(d)
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Operating Income Margin
.
The Operating Income Margin component of the bonus award formula for Executive Officers shall be computed as follows, referring to the Target Performance Levels approved by the Compensation Committee for the Plan Year:
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1
.
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the bonus award percentage for Executive Officers which corresponds to Operating Income Margin for the Plan Year;
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2.
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multiplied by the Weighted Percentage assigned to Operating Income Margin for Executive Officers;
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3.
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multiplied by the Covered Earnings of the Executive Officer for the Plan Year.
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Year Ended December 31,
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011
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||||||||||
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(Unaudited)
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||||||||||||||||||
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(in millions, except for ratios)
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||||||||||||||||||
Fixed Charges:
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||||||||||
Interest expense, including amortization of debt issuance costs
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$
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99.2
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$
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99.9
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$
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115.9
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$
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101.6
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$
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83.9
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Other fixed charges
(a)
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12.1
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12.8
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11.9
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11.0
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10.6
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|||||
Total fixed charges as defined
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$
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111.3
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$
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112.7
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$
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127.8
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$
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112.6
|
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$
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94.5
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||||||||||
Earnings:
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||||||||||
Income from continuing operations before income tax expense (benefit)
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$
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272.7
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$
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176.7
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$
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86.3
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|
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$
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31.5
|
|
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$
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138.1
|
|
Total fixed charges as defined
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111.3
|
|
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112.7
|
|
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127.8
|
|
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112.6
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94.5
|
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|||||
Other adjustments
(b)
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(3.8
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)
|
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(2.8
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)
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(5.5
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)
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(7.1
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)
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(6.4
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)
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|||||
Total earnings as defined
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$
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380.2
|
|
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$
|
286.6
|
|
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$
|
208.6
|
|
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$
|
137.0
|
|
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$
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226.2
|
|
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|
|
|
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||||||||||
Ratio of earnings to fixed charges
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3.42
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2.54
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|
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1.63
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1.22
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2.39
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||||||||
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Subsidiary
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Organized Under Laws of
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% Owned by Immediate
Parent (1) |
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American Axle & Manufacturing Holdings, Inc.
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Delaware
|
|
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American Axle & Manufacturing, Inc.
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Delaware
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100
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%
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Colfor Manufacturing, Inc.
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Delaware
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100
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%
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MSP Industries Corporation
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Michigan
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100
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%
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AccuGear, Inc.
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Delaware
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100
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%
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Oxford Forge, Inc.
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Delaware
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100
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%
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Auburn Hills Manufacturing, Inc.
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Delaware
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100
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%
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(2)
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Total-Drive, LLC
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Michigan
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100
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%
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AAM International Holdings, Inc.
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Delaware
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100
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%
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AAM Comércio e Participações Ltda.
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Brazil
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99.99
|
%
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(3)
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AAM do Brasil Ltda.
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Brazil
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100
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%
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Changshu AAM Automotive Driveline High Technology Manufacturing Co., Ltd.
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China
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100
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%
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American Axle & Manufacturing Korea, Inc.
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Korea
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100
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%
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AAM India Manufacturing Corporation Private Limited
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India
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99.92
|
%
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(3)
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AAM Poland Sp. z o. o.
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Poland
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100
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%
|
|
Albion Automotive (Holdings) Limited
|
Scotland
|
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100
|
%
|
|
Albion Automotive Limited
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Scotland
|
|
100
|
%
|
|
AAM Germany GmbH
|
Germany
|
|
100
|
%
|
|
American Axle & Manufacturing (Thailand) Co., Ltd.
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Thailand
|
|
99.99
|
%
|
(3)
|
AAM Luxembourg S.á r.l.
|
Luxembourg
|
|
100
|
%
|
|
AAM International S.á r.l.
|
Luxembourg
|
|
100
|
%
|
|
e-AAM Driveline Systems AB
|
Sweden
|
|
100
|
%
|
|
AAM Investment Management (Shanghai) Co., Ltd.
|
China
|
|
100
|
%
|
|
AAM Commercial & Trading (Shanghai) Co., Ltd.
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China
|
|
100
|
%
|
|
AAM Mexico Holdings LLC
|
Delaware
|
|
100
|
%
|
|
American Axle & Manufacturing de Mexico Holdings S. de R.L. de C.V.
|
Mexico
|
|
99.99
|
%
|
(3)
|
American Axle & Manufacturing de Mexico S. de R.L. de C.V.
|
Mexico
|
|
99.99
|
%
|
(3)
|
AAM Maquiladora Mexico S. de R.L. de C.V.
|
Mexico
|
|
99.99
|
%
|
(3)
|
|
|
|
|
|
/s/ David C. Dauch
|
|
|
/s/ Christopher J. May
|
|
David C. Dauch
|
|
|
Christopher J. May
|
|
Chairman of the Board &
|
|
|
Vice President &
|
|
Chief Executive Officer
|
|
|
Chief Financial Officer
|
|
February 12, 2016
|
|
|
February 12, 2016
|
|