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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2019
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________ to _____________
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Delaware
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38-3161171
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer 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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Trading Symbol
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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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AXL
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New York Stock Exchange
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Page Number
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•
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reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
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•
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our ability to respond to changes in technology, increased competition or pricing pressures;
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our ability to develop and produce new products that reflect market demand;
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•
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our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
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•
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lower-than-anticipated market acceptance of new or existing products;
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•
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our ability to attract new customers and programs for new products;
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•
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an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the carrying values of those assets exceed their fair values;
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•
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reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
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•
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risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as NAFTA or USMCA, immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);
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•
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a significant disruption in operations at one or more of our key manufacturing facilities;
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•
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global economic conditions;
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•
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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;
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•
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risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
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•
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supply shortages or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;
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•
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our ability to successfully integrate the business and information systems of MPG and to realize the anticipated benefits of the merger;
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•
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negative or unexpected tax consequences;
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•
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our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
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•
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our ability to realize the expected revenues from our new and incremental business backlog;
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•
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our ability to maintain satisfactory labor relations and avoid work stoppages;
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•
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our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
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•
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price volatility in, or reduced availability of, fuel;
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•
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potential liabilities or litigation relating to, or assumed in, the MPG merger;
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•
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potential adverse reactions or changes to business relationships resulting from the completion of the merger with MPG;
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•
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our ability to protect our intellectual property and successfully defend against assertions made against us;
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our ability to attract and retain key associates;
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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;
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our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes;
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•
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changes in liabilities arising from pension and other postretirement benefit obligations;
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•
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risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our current and former facilities, or reputational damage;
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•
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adverse changes in laws, government regulations or market conditions affecting our products or our customers' products;
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our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; and
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•
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other unanticipated events and conditions that may hinder our ability to compete.
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Three Months Ended
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March 31,
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2019
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2018
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(in millions, except per share data)
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Net sales
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$
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1,719.2
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$
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1,858.4
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Cost of goods sold
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1,497.0
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1,542.1
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Gross profit
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222.2
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316.3
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Selling, general and administrative expenses
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90.7
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97.3
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Amortization of intangible assets
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25.0
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24.9
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Restructuring and acquisition-related costs
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12.1
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18.3
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Operating income
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94.4
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175.8
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Interest expense
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(53.4
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)
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(53.2
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)
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Investment income
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0.7
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0.5
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Other income (expense)
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Debt refinancing and redemption costs
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—
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(10.3
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)
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Other expense, net
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(3.0
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)
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(5.4
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)
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Income before income taxes
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38.7
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107.4
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Income tax expense (benefit)
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(3.0
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17.9
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Net income
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$
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41.7
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$
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89.5
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Net income attributable to noncontrolling interests
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(0.1
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)
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(0.1
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)
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Net income attributable to AAM
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$
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41.6
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$
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89.4
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Basic earnings per share
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$
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0.36
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$
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0.78
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Diluted earnings per share
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$
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0.36
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$
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0.78
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Three Months Ended
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March 31,
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2019
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2018
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(in millions)
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Net income
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$
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41.7
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$
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89.5
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Other comprehensive income (loss)
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Defined benefit plans, net of tax
(a)
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0.7
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1.3
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Foreign currency translation adjustments
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(2.5
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)
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37.9
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Changes in cash flow hedges, net of tax
(b)
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(2.5
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)
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15.1
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Other comprehensive income (loss)
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(4.3
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)
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54.3
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Comprehensive income
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$
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37.4
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$
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143.8
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Net income attributable to noncontrolling interests
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(0.1
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)
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(0.1
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)
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Comprehensive income attributable to AAM
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$
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37.3
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$
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143.7
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(a)
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Amounts are net of tax of $(0.3) million and $(0.4) million for the three months ended March 31, 2019 and March 31, 2018, respectively.
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(b)
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Amounts are net of tax of $1.5 million and $(1.1) million for the three months ended March 31, 2019 and March 31, 2018, respectively.
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March 31, 2019
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December 31, 2018
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(Unaudited)
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Assets
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(in millions)
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Current assets
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Cash and cash equivalents
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$
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252.1
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$
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476.4
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Accounts receivable, net
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1,202.1
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966.5
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Inventories, net
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452.5
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459.7
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Prepaid expenses and other
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132.2
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127.2
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Total current assets
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2,038.9
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2,029.8
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Property, plant and equipment, net
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2,537.6
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2,514.4
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Deferred income taxes
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45.6
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45.5
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Goodwill
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1,138.3
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1,141.8
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Other intangible assets, net
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1,087.5
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1,111.1
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GM postretirement cost sharing asset
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221.9
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219.4
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Other assets and deferred charges
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545.7
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448.7
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Total assets
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$
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7,615.5
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$
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7,510.7
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Liabilities and Stockholders’ Equity
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Current liabilities
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Current portion of long-term debt
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$
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118.6
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$
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121.6
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Accounts payable
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|
882.1
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840.2
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Accrued compensation and benefits
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|
155.7
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|
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179.0
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Deferred revenue
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|
39.0
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44.3
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|
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Accrued expenses and other
|
|
196.1
|
|
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171.7
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|
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Total current liabilities
|
|
1,391.5
|
|
|
1,356.8
|
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||
|
|
|
|
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Long-term debt, net
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|
3,678.9
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|
|
3,686.8
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|
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Deferred revenue
|
|
76.7
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|
|
77.6
|
|
||
Deferred income taxes
|
|
75.1
|
|
|
92.6
|
|
||
Postretirement benefits and other long-term liabilities
|
|
869.5
|
|
|
810.6
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|
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Total liabilities
|
|
6,091.7
|
|
|
6,024.4
|
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Stockholders' equity
|
|
|
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Common stock, par value $0.01 per share; 150.0 million shares authorized;
|
|
|
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|
||||
120.1 million shares issued as of March 31, 2019 and 118.9 million shares issued as of December 31, 2018
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|
1.2
|
|
|
1.2
|
|
||
Paid-in capital
|
|
1,298.1
|
|
|
1,292.6
|
|
||
Retained earnings
|
|
774.7
|
|
|
703.5
|
|
||
Treasury stock at cost, 7.6 million shares as of March 31, 2019 and 7.2 million shares as of December 31, 2018
|
|
(209.1
|
)
|
|
(201.8
|
)
|
||
Accumulated other comprehensive loss
|
|
|
|
|
||||
Defined benefit plans, net of tax
|
|
(240.9
|
)
|
|
(213.9
|
)
|
||
Foreign currency translation adjustments
|
|
(99.1
|
)
|
|
(96.6
|
)
|
||
Unrecognized loss on cash flow hedges, net of tax
|
|
(3.6
|
)
|
|
(1.1
|
)
|
||
Total AAM stockholders' equity
|
|
1,521.3
|
|
|
1,483.9
|
|
||
Noncontrolling interests in subsidiaries
|
|
2.5
|
|
|
2.4
|
|
||
Total stockholders' equity
|
|
1,523.8
|
|
|
1,486.3
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
7,615.5
|
|
|
$
|
7,510.7
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
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2019
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2018
|
||||
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(in millions)
|
||||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
41.7
|
|
|
$
|
89.5
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
||||
Depreciation and amortization
|
|
140.8
|
|
|
127.8
|
|
||
Deferred income taxes
|
|
(17.4
|
)
|
|
13.4
|
|
||
Stock-based compensation
|
|
5.5
|
|
|
6.7
|
|
||
Pensions and other postretirement benefits, net of contributions
|
|
(3.4
|
)
|
|
1.6
|
|
||
Loss on disposal of property, plant and equipment, net
|
|
0.2
|
|
|
0.4
|
|
||
Debt refinancing and redemption costs
|
|
—
|
|
|
10.3
|
|
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Changes in operating assets and liabilities
|
|
|
|
|
||||
Accounts receivable
|
|
(235.0
|
)
|
|
(191.0
|
)
|
||
Inventories
|
|
6.9
|
|
|
(8.7
|
)
|
||
Accounts payable and accrued expenses
|
|
40.8
|
|
|
60.8
|
|
||
Deferred revenue
|
|
(5.3
|
)
|
|
(2.1
|
)
|
||
Other assets and liabilities
|
|
(55.0
|
)
|
|
(41.8
|
)
|
||
Net cash provided by (used in) operating activities
|
|
(80.2
|
)
|
|
66.9
|
|
||
|
|
|
|
|
|
|
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Investing activities
|
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
|
(124.2
|
)
|
|
(130.8
|
)
|
||
Proceeds from sale of property, plant and equipment
|
|
0.3
|
|
|
0.4
|
|
||
Purchase buyouts of leased equipment
|
|
—
|
|
|
(0.5
|
)
|
||
Acquisition of business
|
|
—
|
|
|
(1.3
|
)
|
||
Net cash used in investing activities
|
|
(123.9
|
)
|
|
(132.2
|
)
|
||
|
|
|
|
|
|
|
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Financing activities
|
|
|
|
|
|
|
||
Payments of long-term debt and finance lease obligations
|
|
(19.4
|
)
|
|
(396.9
|
)
|
||
Proceeds from issuance of long-term debt
|
|
5.3
|
|
|
431.4
|
|
||
Debt issuance costs
|
|
—
|
|
|
(6.8
|
)
|
||
Purchase of noncontrolling interest
|
|
—
|
|
|
(0.9
|
)
|
||
Purchase of treasury stock
|
|
(7.3
|
)
|
|
(3.5
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(21.4
|
)
|
|
23.3
|
|
||
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash
|
|
1.2
|
|
|
5.9
|
|
||
|
|
|
|
|
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(224.3
|
)
|
|
(36.1
|
)
|
||
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
478.9
|
|
|
376.8
|
|
||
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
254.6
|
|
|
$
|
340.7
|
|
|
|
|
|
|
|
|
||
Supplemental cash flow information
|
|
|
|
|
|
|
||
Interest paid
|
|
$
|
32.4
|
|
|
$
|
27.2
|
|
Income taxes paid, net of refunds
|
|
$
|
17.0
|
|
|
$
|
11.2
|
|
|
Common Stock
|
|
|
|
Accumulated
|
Noncontrolling
|
||||||||||||||
|
Shares
|
Par
|
Paid-in
|
Retained
|
Treasury
|
Other Comprehensive
|
Interest
|
|||||||||||||
|
Outstanding
|
Value
|
Capital
|
Earnings
|
Stock
|
Income (Loss)
|
in Subsidiaries
|
|||||||||||||
Balance at January 1, 2018
|
111.3
|
|
$
|
1.2
|
|
$
|
1,264.6
|
|
$
|
761.0
|
|
$
|
(198.1
|
)
|
$
|
(292.7
|
)
|
$
|
4.0
|
|
Net income
|
—
|
|
—
|
|
—
|
|
89.4
|
|
—
|
|
—
|
|
0.1
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance shares
|
0.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
6.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Purchase of treasury stock
|
(0.2
|
)
|
—
|
|
—
|
|
—
|
|
(3.5
|
)
|
—
|
|
—
|
|
||||||
Changes in cash flow hedges
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15.1
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37.9
|
|
—
|
|
||||||
Defined benefit plans, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.3
|
|
—
|
|
||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
||||||
Balance at March 31, 2018
|
111.7
|
|
$
|
1.2
|
|
$
|
1,271.2
|
|
$
|
850.4
|
|
$
|
(201.6
|
)
|
$
|
(238.4
|
)
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at January 1, 2019
|
111.7
|
|
$
|
1.2
|
|
$
|
1,292.6
|
|
$
|
703.5
|
|
$
|
(201.8
|
)
|
$
|
(311.6
|
)
|
$
|
2.4
|
|
Net income
|
—
|
|
—
|
|
—
|
|
41.6
|
|
—
|
|
—
|
|
0.1
|
|
||||||
Vesting of restricted stock units and performance shares
|
1.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
—
|
|
5.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Modified-retrospective application of ASU 2016-02
|
—
|
|
—
|
|
—
|
|
1.9
|
|
—
|
|
—
|
|
—
|
|
||||||
Adoption of ASU 2018-02
|
—
|
|
—
|
|
—
|
|
27.7
|
|
—
|
|
(27.7
|
)
|
—
|
|
||||||
Purchase of treasury stock
|
(0.4
|
)
|
—
|
|
—
|
|
—
|
|
(7.3
|
)
|
—
|
|
—
|
|
||||||
Changes in cash flow hedges
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.5
|
)
|
—
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.5
|
)
|
—
|
|
||||||
Defined benefit plans, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
—
|
|
||||||
Balance at March 31, 2019
|
112.5
|
|
$
|
1.2
|
|
$
|
1,298.1
|
|
$
|
774.7
|
|
$
|
(209.1
|
)
|
$
|
(343.6
|
)
|
$
|
2.5
|
|
1.
|
ORGANIZATION AND BASIS OF PRESENTATION
|
2.
|
LEASING
|
|
|
Three Months Ended
|
||
|
|
March 31,
|
||
|
|
2019
|
||
|
|
(in millions)
|
||
|
|
|
||
Finance lease cost
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
0.2
|
|
Interest on lease liabilities
|
|
0.1
|
|
|
Total finance lease cost
|
|
0.3
|
|
|
|
|
|
||
Operating lease cost
|
|
6.7
|
|
|
Short-term lease cost
|
|
1.7
|
|
|
Variable lease cost
|
|
1.9
|
|
|
|
|
|
||
Total lease cost
|
|
$
|
10.6
|
|
|
|
Three Months Ended
|
||
|
|
March 31,
|
||
|
|
2019
|
||
|
|
(in millions, except lease term and rate)
|
||
|
|
|
||
Cash paid for amounts included in measurement of lease liabilities
|
|
|
||
Operating cash flows from finance leases
|
|
$
|
0.1
|
|
Operating cash flows from operating leases
|
|
6.9
|
|
|
Financing cash flows from finance leases
|
|
0.2
|
|
|
|
|
|
||
Weighted-average remaining lease term - finance leases
|
|
3.1 years
|
|
|
Weighted-average remaining lease term - operating leases
|
|
5.1 years
|
|
|
|
|
|
|
|
Weighted-average discount rate - finance leases
|
|
8.2
|
%
|
|
Weighted-average discount rate - operating leases
|
|
6.3
|
%
|
|
|
Finance Leases
|
|
Operating Leases
|
||||
|
|
(in millions)
|
||||||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
0.8
|
|
|
$
|
20.1
|
|
2020
|
|
1.1
|
|
|
24.5
|
|
||
2021
|
|
1.0
|
|
|
16.4
|
|
||
2022
|
|
0.8
|
|
|
12.8
|
|
||
2023
|
|
—
|
|
|
7.6
|
|
||
Thereafter
|
|
—
|
|
|
19.0
|
|
||
Total future undiscounted minimum lease payments
|
|
3.7
|
|
|
100.4
|
|
||
Less: Impact of discounting
|
|
(0.5
|
)
|
|
(16.6
|
)
|
||
Total
|
|
$
|
3.2
|
|
|
$
|
83.8
|
|
|
|
Finance Leases
|
|
Operating Leases
|
||||
|
|
(in millions)
|
||||||
Property, plant and equipment
|
|
$
|
3.2
|
|
|
$
|
—
|
|
Other assets and deferred charges
|
|
—
|
|
|
84.1
|
|
||
Total
|
|
$
|
3.2
|
|
|
$
|
84.1
|
|
|
|
|
|
|
||||
Accrued expenses and other
|
|
$
|
0.9
|
|
|
$
|
21.9
|
|
Postretirement benefits and other long-term liabilities
|
|
2.3
|
|
|
61.9
|
|
||
Total
|
|
$
|
3.2
|
|
|
$
|
83.8
|
|
3.
|
RESTRUCTURING AND ACQUISITION-RELATED COSTS
|
|
Severance Charges
|
|
Implementation Costs
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Accrual as of December 31, 2017
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Charges
|
0.2
|
|
|
3.9
|
|
|
4.1
|
|
|||
Cash utilization
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|||
Accrual as of March 31, 2018
|
$
|
0.1
|
|
|
$
|
3.4
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
||||||
Accrual as of December 31, 2018
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
4.0
|
|
Charges
|
4.1
|
|
|
4.3
|
|
|
8.4
|
|
|||
Cash utilization
|
(3.7
|
)
|
|
(3.7
|
)
|
|
(7.4
|
)
|
|||
Accrual as of March 31, 2019
|
$
|
2.8
|
|
|
$
|
2.2
|
|
|
$
|
5.0
|
|
|
Integration Expenses
|
||
|
(in millions)
|
||
Charges for the three months ended March 31, 2019
|
$
|
3.7
|
|
|
|
||
Total restructuring and acquisition-related charges
|
$
|
12.1
|
|
|
Driveline
|
|
Metal Forming
|
|
Powertrain
|
|
Casting
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2018
|
$
|
212.1
|
|
|
$
|
552.4
|
|
|
$
|
377.3
|
|
|
$
|
—
|
|
|
$
|
1,141.8
|
|
Reorganization
|
187.2
|
|
|
190.1
|
|
|
(377.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation
|
(0.8
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
|||||
Balance as of March 31, 2019
|
$
|
398.5
|
|
|
$
|
739.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,138.3
|
|
|
March 31,
|
|
December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Capitalized computer software
|
$
|
40.6
|
|
|
$
|
(22.9
|
)
|
|
$
|
17.7
|
|
|
$
|
38.0
|
|
|
$
|
(20.1
|
)
|
|
$
|
17.9
|
|
Customer platforms
|
952.2
|
|
|
(141.1
|
)
|
|
811.1
|
|
|
952.2
|
|
|
(123.5
|
)
|
|
828.7
|
|
||||||
Customer relationships
|
147.0
|
|
|
(19.0
|
)
|
|
128.0
|
|
|
147.0
|
|
|
(16.5
|
)
|
|
130.5
|
|
||||||
Technology and other
|
156.0
|
|
|
(25.3
|
)
|
|
130.7
|
|
|
156.2
|
|
|
(22.2
|
)
|
|
134.0
|
|
||||||
Total
|
$
|
1,295.8
|
|
|
$
|
(208.3
|
)
|
|
$
|
1,087.5
|
|
|
$
|
1,293.4
|
|
|
$
|
(182.3
|
)
|
|
$
|
1,111.1
|
|
5.
|
INVENTORIES
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Raw materials and work-in-progress
|
|
$
|
381.0
|
|
|
$
|
375.1
|
|
Finished goods
|
|
89.0
|
|
|
99.0
|
|
||
Gross inventories
|
|
470.0
|
|
|
474.1
|
|
||
Inventory valuation reserves
|
|
(17.5
|
)
|
|
(14.4
|
)
|
||
Inventories, net
|
|
$
|
452.5
|
|
|
$
|
459.7
|
|
6.
|
LONG-TERM DEBT
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan A Facility
|
|
81.3
|
|
|
83.8
|
|
||
Term Loan B Facility
|
|
1,507.4
|
|
|
1,511.2
|
|
||
7.75% Notes due 2019
|
|
100.0
|
|
|
100.0
|
|
||
6.625% Notes due 2022
|
|
450.0
|
|
|
450.0
|
|
||
6.50% Notes due 2027
|
|
500.0
|
|
|
500.0
|
|
||
6.25% Notes due 2026
|
|
400.0
|
|
|
400.0
|
|
||
6.25% Notes due 2025
|
|
700.0
|
|
|
700.0
|
|
||
Foreign credit facilities
|
|
123.0
|
|
|
127.1
|
|
||
Capital lease obligations
|
|
—
|
|
|
3.4
|
|
||
Total debt
|
|
3,861.7
|
|
|
3,875.5
|
|
||
Less: Current portion of long-term debt
|
|
118.6
|
|
|
121.6
|
|
||
Long-term debt
|
|
3,743.1
|
|
|
3,753.9
|
|
||
Less: Debt issuance costs
|
|
64.2
|
|
|
67.1
|
|
||
Long-term debt, net
|
|
$
|
3,678.9
|
|
|
$
|
3,686.8
|
|
7.
|
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.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
||||||||
|
|
(in millions)
|
|
|
||||||||||||||
Balance Sheet Classification
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
18.8
|
|
|
$
|
18.8
|
|
|
$
|
44.0
|
|
|
$
|
44.0
|
|
|
Level 1
|
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges - currency forward contracts
|
|
2.2
|
|
|
2.2
|
|
|
1.3
|
|
|
1.3
|
|
|
Level 2
|
||||
Cash flow hedges - variable-to-fixed interest rate swap
|
|
0.3
|
|
|
0.3
|
|
|
0.9
|
|
|
0.9
|
|
|
Level 2
|
||||
Nondesignated - currency forward contracts
|
|
1.3
|
|
|
1.3
|
|
|
0.6
|
|
|
0.6
|
|
|
Level 2
|
||||
Other assets and deferred charges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges - currency forward contracts
|
|
1.1
|
|
|
1.1
|
|
|
0.4
|
|
|
0.4
|
|
|
Level 2
|
||||
Cash flow hedges - variable-to-fixed interest rate swap
|
|
1.2
|
|
|
1.2
|
|
|
1.6
|
|
|
1.6
|
|
|
Level 2
|
||||
Accrued expenses and other
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges - currency forward contracts
|
|
0.3
|
|
|
0.3
|
|
|
0.8
|
|
|
0.8
|
|
|
Level 2
|
||||
Cash flow hedges - variable-to-fixed interest rate swap
|
|
2.2
|
|
|
2.2
|
|
|
0.7
|
|
|
0.7
|
|
|
Level 2
|
||||
Nondesignated - currency forward contracts
|
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
|
Level 2
|
||||
Postretirement benefits and other long-term liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges - currency forward contracts
|
|
0.1
|
|
|
0.1
|
|
|
0.9
|
|
|
0.9
|
|
|
Level 2
|
||||
Cash flow hedges - variable-to-fixed interest rate swap
|
|
10.8
|
|
|
10.8
|
|
|
6.9
|
|
|
6.9
|
|
|
Level 2
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Input
|
||||||||
|
|
(in millions)
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Level 2
|
Term Loan A Facility
|
|
81.3
|
|
|
79.7
|
|
|
83.8
|
|
|
79.5
|
|
|
Level 2
|
||||
Term Loan B Facility
|
|
1,507.4
|
|
|
1,469.7
|
|
|
1,511.2
|
|
|
1,420.6
|
|
|
Level 2
|
||||
7.75% Notes due 2019
|
|
100.0
|
|
|
102.0
|
|
|
100.0
|
|
|
102.1
|
|
|
Level 2
|
||||
6.625% Notes due 2022
|
|
450.0
|
|
|
459.0
|
|
|
450.0
|
|
|
444.4
|
|
|
Level 2
|
||||
6.50% Notes due 2027
|
|
500.0
|
|
|
482.5
|
|
|
500.0
|
|
|
446.3
|
|
|
Level 2
|
||||
6.25% Notes due 2026
|
|
400.0
|
|
|
385.0
|
|
|
400.0
|
|
|
358.0
|
|
|
Level 2
|
||||
6.25% Notes due 2025
|
|
700.0
|
|
|
679.0
|
|
|
700.0
|
|
|
636.7
|
|
|
Level 2
|
8.
|
DERIVATIVES
|
|
|
Location
|
|
Gain (Loss) Reclassified During
|
|
Total of Financial
|
|
Gain Expected
|
||||||||||
|
|
of Gain (Loss)
|
|
Three Months Ended
|
|
Statement
|
|
to be Reclassified
|
||||||||||
|
|
Reclassified into
|
|
March 31,
|
|
Line Item
|
|
During the
|
||||||||||
|
|
Net Income
|
|
2019
|
|
2018
|
|
2019
|
|
Next 12 Months
|
||||||||
|
|
|
|
(in millions)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Currency forward contracts
|
|
Cost of Goods Sold
|
|
$
|
0.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
1,497.0
|
|
|
$
|
1.9
|
|
Variable-to-fixed interest rate swap
|
|
Interest Expense
|
|
1.2
|
|
|
0.4
|
|
|
(53.4
|
)
|
|
0.4
|
|
|
|
|
|
Gain (Loss) Recognized During
|
|
Total of Financial
|
||||||||
|
|
Location of Gain (Loss)
|
|
Three Months Ended
|
|
Statement Line
|
||||||||
|
|
Recognized in
|
|
March 31,
|
|
Item
|
||||||||
|
|
Net Income
|
|
2019
|
|
2018
|
|
2019
|
||||||
|
|
|
|
(in millions)
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||
Currency forward contracts
|
|
Cost of Goods Sold
|
|
$
|
1.2
|
|
|
$
|
4.0
|
|
|
$
|
1,497.0
|
|
Currency forward contracts
|
|
Other Income (Expense), net
|
|
(0.2
|
)
|
|
—
|
|
|
(3.0
|
)
|
9.
|
EMPLOYEE BENEFIT PLANS
|
|
|
Pension Benefits
|
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Service cost
|
|
$
|
0.4
|
|
|
$
|
1.1
|
|
Interest cost
|
|
7.1
|
|
|
6.9
|
|
||
Expected asset return
|
|
(10.3
|
)
|
|
(11.5
|
)
|
||
Amortized loss
|
|
1.5
|
|
|
2.2
|
|
||
Curtailment
|
|
—
|
|
|
3.2
|
|
||
Net periodic benefit cost (credit)
|
|
$
|
(1.3
|
)
|
|
$
|
1.9
|
|
|
|
|
||||||
|
|
Other Postretirement Benefits
|
||||||
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
|
|
||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
3.2
|
|
|
3.1
|
|
||
Amortized loss
|
|
—
|
|
|
0.2
|
|
||
Amortized prior service credit
|
|
(0.4
|
)
|
|
(0.7
|
)
|
||
Net periodic benefit cost
|
|
$
|
2.9
|
|
|
$
|
2.7
|
|
10.
|
PRODUCT WARRANTIES
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
57.7
|
|
|
$
|
49.5
|
|
Accruals
|
|
4.4
|
|
|
4.3
|
|
||
Payments
|
|
(3.7
|
)
|
|
(0.5
|
)
|
||
Adjustment to prior period accruals
|
|
(2.3
|
)
|
|
—
|
|
||
Foreign currency translation
|
|
0.1
|
|
|
0.3
|
|
||
Ending balance
|
|
$
|
56.2
|
|
|
$
|
53.6
|
|
11.
|
INCOME TAXES
|
12.
|
EARNINGS PER SHARE (EPS)
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in millions, except per share data)
|
||||||
Numerator
|
|
|
|
|
|
|||
Net income attributable to AAM
|
|
$
|
41.6
|
|
|
$
|
89.4
|
|
Less: Net income attributable to participating securities
|
|
(1.2
|
)
|
|
(2.2
|
)
|
||
Net income attributable to common shareholders - Basic and Dilutive
|
|
$
|
40.4
|
|
|
$
|
87.2
|
|
|
|
|
|
|
||||
Denominators
|
|
|
|
|
|
|
||
Basic common shares outstanding -
|
|
|
|
|
|
|
||
Weighted-average shares outstanding
|
|
115.3
|
|
|
114.2
|
|
||
Less: Participating securities
|
|
(3.4
|
)
|
|
(2.8
|
)
|
||
Weighted-average common shares outstanding
|
|
111.9
|
|
|
111.4
|
|
||
|
|
|
|
|
||||
Effect of dilutive securities -
|
|
|
|
|
|
|
||
Dilutive stock-based compensation
|
|
0.5
|
|
|
0.5
|
|
||
|
|
|
|
|
|
|
||
Diluted shares outstanding -
|
|
|
|
|
|
|
||
Adjusted weighted-average shares after assumed conversions
|
|
112.4
|
|
|
111.9
|
|
||
|
|
|
|
|
|
|
||
Basic EPS
|
|
$
|
0.36
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
||
Diluted EPS
|
|
$
|
0.36
|
|
|
$
|
0.78
|
|
13.
|
RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
(213.9
|
)
|
|
$
|
(96.6
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(311.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive loss before reclassifications
|
(27.9
|
)
|
(a)
|
(2.5
|
)
|
|
(2.6
|
)
|
|
(33.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax effect of other comprehensive loss before reclassifications
|
—
|
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
1.2
|
|
(b)
|
—
|
|
|
(1.4
|
)
|
(c)
|
(0.2
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income taxes reclassified into net income
|
(0.3
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net change in accumulated other comprehensive loss
|
(27.0
|
)
|
|
(2.5
|
)
|
|
(2.5
|
)
|
|
(32.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2019
|
$
|
(240.9
|
)
|
|
$
|
(99.1
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(343.6
|
)
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation Adjustments
|
|
Unrecognized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2017
|
$
|
(252.0
|
)
|
|
$
|
(34.1
|
)
|
|
$
|
(6.6
|
)
|
|
$
|
(292.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
—
|
|
|
37.9
|
|
|
14.6
|
|
|
52.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax effect of other comprehensive income before reclassifications
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
1.7
|
|
(b)
|
—
|
|
|
1.6
|
|
(c)
|
3.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income taxes reclassified into net income
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net current period other comprehensive income
|
1.3
|
|
|
37.9
|
|
|
15.1
|
|
|
54.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2018
|
$
|
(250.7
|
)
|
|
$
|
3.8
|
|
|
$
|
8.5
|
|
|
$
|
(238.4
|
)
|
(a)
|
ASU 2018-02 became effective on January 1, 2019, and we elected to reclassify the stranded tax effects caused by the 2017 Tax Cuts and Jobs Act, resulting in a decrease in Accumulated other comprehensive income (loss) of $27.7 million at January 1, 2019. See Note 1 - Organization and Basis of Presentation for further detail.
|
|
|
(b)
|
The amount reclassified from AOCI included $1.2 million in cost of goods sold (COGS) for the three months ended March 31, 2019 and $1.5 million in COGS and $0.3 million in SG&A for the three months ended March 31, 2018.
|
|
|
(c)
|
The amounts reclassified from AOCI included $(0.2) million in COGS and $(1.2) million in interest expense for the three months ended March 31, 2019 and $2.0 million in COGS and $(0.4) million in interest expense for the three months ended March 31, 2018.
|
14.
|
REVENUE FROM CONTRACTS WITH CUSTOMERS
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Driveline
|
|
Metal Forming
|
|
Casting
|
|
Total
|
||||||||
North America
|
|
$
|
853.1
|
|
|
$
|
305.4
|
|
|
$
|
197.3
|
|
|
$
|
1,355.8
|
|
Asia
|
|
153.3
|
|
|
7.5
|
|
|
—
|
|
|
160.8
|
|
||||
Europe
|
|
101.6
|
|
|
72.7
|
|
|
—
|
|
|
174.3
|
|
||||
South America
|
|
25.8
|
|
|
2.5
|
|
|
—
|
|
|
28.3
|
|
||||
Total
|
|
$
|
1,133.8
|
|
|
$
|
388.1
|
|
|
$
|
197.3
|
|
|
$
|
1,719.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Driveline
|
|
Metal Forming
|
|
Casting
|
|
Total
|
||||||||
North America
|
|
$
|
961.2
|
|
|
$
|
339.6
|
|
|
$
|
209.8
|
|
|
$
|
1,510.6
|
|
Asia
|
|
143.0
|
|
|
12.3
|
|
|
—
|
|
|
155.3
|
|
||||
Europe
|
|
76.8
|
|
|
81.5
|
|
|
—
|
|
|
158.3
|
|
||||
South America
|
|
33.3
|
|
|
0.9
|
|
|
—
|
|
|
34.2
|
|
||||
Total
|
|
$
|
1,214.3
|
|
|
$
|
434.3
|
|
|
$
|
209.8
|
|
|
$
|
1,858.4
|
|
|
|
|
|
||||||
|
Accounts Receivable, Net
|
Contract Liabilities (Current)
|
Contract Liabilities (Long-term)
|
||||||
December 31, 2018
|
$
|
966.5
|
|
$
|
44.3
|
|
$
|
77.6
|
|
March 31, 2019
|
1,202.1
|
|
39.0
|
|
76.7
|
|
|||
Increase/(decrease)
|
$
|
235.6
|
|
$
|
(5.3
|
)
|
$
|
(0.9
|
)
|
15.
|
SEGMENT REPORTING
|
•
|
Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline products and systems for light trucks, SUVs, crossover vehicles, passenger cars and commercial vehicles;
|
•
|
Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential gears and assemblies, connecting rods and variable valve timing products for Original Equipment Manufacturers and Tier 1 automotive suppliers; and
|
•
|
The Casting segment produces both thin wall castings and high strength ductile iron castings, as well as transmission pump bodies, steering knuckles, control arms, brake anchors and calipers, and ball joint housings for the global light vehicle, commercial and industrial markets.
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Driveline
|
|
Metal Forming
|
|
Casting
|
|
Total
|
||||||||
Sales
|
|
$
|
1,134.7
|
|
|
$
|
483.3
|
|
|
$
|
225.3
|
|
|
$
|
1,843.3
|
|
Less: intersegment sales
|
|
0.9
|
|
|
95.2
|
|
|
28.0
|
|
|
124.1
|
|
||||
Net external sales
|
|
$
|
1,133.8
|
|
|
$
|
388.1
|
|
|
$
|
197.3
|
|
|
$
|
1,719.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA
|
|
$
|
137.2
|
|
|
$
|
85.3
|
|
|
$
|
22.5
|
|
|
$
|
245.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Driveline
|
|
Metal Forming
|
|
Casting
|
|
Total
|
||||||||
Sales
|
|
$
|
1,216.1
|
|
|
$
|
542.3
|
|
|
$
|
239.0
|
|
|
$
|
1,997.4
|
|
Less: intersegment sales
|
|
1.8
|
|
|
108.0
|
|
|
29.2
|
|
|
139.0
|
|
||||
Net external sales
|
|
$
|
1,214.3
|
|
|
$
|
434.3
|
|
|
$
|
209.8
|
|
|
$
|
1,858.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA
|
|
$
|
189.7
|
|
|
$
|
105.7
|
|
|
$
|
21.6
|
|
|
$
|
317.0
|
|
|
|
Driveline
|
|
Metal Forming
|
|
Casting
|
|
Corporate and Elims
|
|
Total
|
||||||||||
Total Assets as of March 31, 2019
|
|
$
|
3,690.5
|
|
|
$
|
2,666.3
|
|
|
$
|
670.2
|
|
|
$
|
588.5
|
|
|
$
|
7,615.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets as of December 31, 2018
|
|
3,529.2
|
|
|
2,723.0
|
|
|
664.7
|
|
|
593.8
|
|
|
7,510.7
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total Segment Adjusted EBITDA
|
$
|
245.0
|
|
|
$
|
317.0
|
|
Interest expense
|
(53.4
|
)
|
|
(53.2
|
)
|
||
Depreciation and amortization
|
(140.8
|
)
|
|
(127.8
|
)
|
||
Restructuring and acquisition-related costs
|
(12.1
|
)
|
|
(18.3
|
)
|
||
Debt refinancing and redemption costs
|
—
|
|
|
(10.3
|
)
|
||
Income before income taxes
|
$
|
38.7
|
|
|
$
|
107.4
|
|
16.
|
SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External
|
|
$
|
—
|
|
|
$
|
301.5
|
|
|
$
|
582.3
|
|
|
$
|
974.6
|
|
|
$
|
—
|
|
|
$
|
1,858.4
|
|
Intercompany
|
|
—
|
|
|
1.0
|
|
|
78.0
|
|
|
9.5
|
|
|
(88.5
|
)
|
|
—
|
|
||||||
Total net sales
|
|
—
|
|
|
302.5
|
|
|
660.3
|
|
|
984.1
|
|
|
(88.5
|
)
|
|
1,858.4
|
|
||||||
Cost of goods sold
|
|
—
|
|
|
278.2
|
|
|
576.8
|
|
|
775.6
|
|
|
(88.5
|
)
|
|
1,542.1
|
|
||||||
Gross profit
|
|
—
|
|
|
24.3
|
|
|
83.5
|
|
|
208.5
|
|
|
—
|
|
|
316.3
|
|
||||||
Selling, general and administrative expenses
|
|
—
|
|
|
59.8
|
|
|
21.9
|
|
|
15.6
|
|
|
—
|
|
|
97.3
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
1.5
|
|
|
22.6
|
|
|
0.8
|
|
|
—
|
|
|
24.9
|
|
||||||
Restructuring and acquisition-related costs
|
|
—
|
|
|
16.3
|
|
|
1.1
|
|
|
0.9
|
|
|
—
|
|
|
18.3
|
|
||||||
Operating income (loss)
|
|
—
|
|
|
(53.3
|
)
|
|
37.9
|
|
|
191.2
|
|
|
—
|
|
|
175.8
|
|
||||||
Non-operating income (expense), net
|
|
—
|
|
|
(70.5
|
)
|
|
5.0
|
|
|
(2.9
|
)
|
|
—
|
|
|
(68.4
|
)
|
||||||
Income (loss) before income taxes
|
|
—
|
|
|
(123.8
|
)
|
|
42.9
|
|
|
188.3
|
|
|
—
|
|
|
107.4
|
|
||||||
Income tax expense
|
|
—
|
|
|
1.1
|
|
|
0.4
|
|
|
16.4
|
|
|
—
|
|
|
17.9
|
|
||||||
Earnings from equity in subsidiaries
|
|
89.4
|
|
|
67.2
|
|
|
40.5
|
|
|
—
|
|
|
(197.1
|
)
|
|
—
|
|
||||||
Net income (loss) before royalties
|
|
89.4
|
|
|
(57.7
|
)
|
|
83.0
|
|
|
171.9
|
|
|
(197.1
|
)
|
|
89.5
|
|
||||||
Royalties
|
|
—
|
|
|
84.2
|
|
|
1.0
|
|
|
(85.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income after royalties
|
|
89.4
|
|
|
26.5
|
|
|
84.0
|
|
|
86.7
|
|
|
(197.1
|
)
|
|
89.5
|
|
||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Net income attributable to AAM
|
|
$
|
89.4
|
|
|
$
|
26.5
|
|
|
$
|
84.0
|
|
|
$
|
86.6
|
|
|
$
|
(197.1
|
)
|
|
$
|
89.4
|
|
Other comprehensive income, net of tax
|
|
54.3
|
|
|
25.6
|
|
|
35.1
|
|
|
43.7
|
|
|
(104.4
|
)
|
|
54.3
|
|
||||||
Comprehensive income attributable to AAM
|
|
$
|
143.7
|
|
|
$
|
52.1
|
|
|
$
|
119.1
|
|
|
$
|
130.3
|
|
|
$
|
(301.5
|
)
|
|
$
|
143.7
|
|
Condensed Consolidating Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
37.4
|
|
|
$
|
0.1
|
|
|
$
|
214.6
|
|
|
$
|
—
|
|
|
$
|
252.1
|
|
Accounts receivable, net
|
|
—
|
|
|
182.9
|
|
|
340.8
|
|
|
678.4
|
|
|
—
|
|
|
1,202.1
|
|
||||||
Intercompany receivables
|
|
—
|
|
|
3,517.8
|
|
|
2,894.1
|
|
|
110.4
|
|
|
(6,522.3
|
)
|
|
—
|
|
||||||
Inventories, net
|
|
—
|
|
|
42.6
|
|
|
163.7
|
|
|
246.2
|
|
|
—
|
|
|
452.5
|
|
||||||
Prepaid expenses and other
|
|
—
|
|
|
33.1
|
|
|
6.1
|
|
|
93.0
|
|
|
—
|
|
|
132.2
|
|
||||||
Total current assets
|
|
—
|
|
|
3,813.8
|
|
|
3,404.8
|
|
|
1,342.6
|
|
|
(6,522.3
|
)
|
|
2,038.9
|
|
||||||
Property, plant and equipment, net
|
|
—
|
|
|
282.0
|
|
|
746.9
|
|
|
1,508.7
|
|
|
—
|
|
|
2,537.6
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
719.0
|
|
|
419.3
|
|
|
—
|
|
|
1,138.3
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
17.6
|
|
|
1,038.9
|
|
|
31.0
|
|
|
—
|
|
|
1,087.5
|
|
||||||
Intercompany notes and accounts receivable
|
|
—
|
|
|
1,324.0
|
|
|
180.1
|
|
|
—
|
|
|
(1,504.1
|
)
|
|
—
|
|
||||||
Other assets and deferred charges
|
|
—
|
|
|
330.0
|
|
|
170.7
|
|
|
312.5
|
|
|
—
|
|
|
813.2
|
|
||||||
Investment in subsidiaries
|
|
2,835.5
|
|
|
2,254.1
|
|
|
1,761.8
|
|
|
—
|
|
|
(6,851.4
|
)
|
|
—
|
|
||||||
Total assets
|
|
$
|
2,835.5
|
|
|
$
|
8,021.5
|
|
|
$
|
8,022.2
|
|
|
$
|
3,614.1
|
|
|
$
|
(14,877.8
|
)
|
|
$
|
7,615.5
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
100.0
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
118.6
|
|
Accounts payable
|
|
—
|
|
|
130.5
|
|
|
253.8
|
|
|
497.8
|
|
|
—
|
|
|
882.1
|
|
||||||
Intercompany payables
|
|
—
|
|
|
2,341.5
|
|
|
4,159.0
|
|
|
21.8
|
|
|
(6,522.3
|
)
|
|
—
|
|
||||||
Accrued expenses and other
|
|
—
|
|
|
155.0
|
|
|
45.3
|
|
|
190.5
|
|
|
—
|
|
|
390.8
|
|
||||||
Total current liabilities
|
|
—
|
|
|
2,727.0
|
|
|
4,458.1
|
|
|
728.7
|
|
|
(6,522.3
|
)
|
|
1,391.5
|
|
||||||
Intercompany notes and accounts payable
|
|
1,311.6
|
|
|
27.9
|
|
|
—
|
|
|
164.6
|
|
|
(1,504.1
|
)
|
|
—
|
|
||||||
Long-term debt, net
|
|
—
|
|
|
3,574.5
|
|
|
—
|
|
|
104.4
|
|
|
—
|
|
|
3,678.9
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
499.7
|
|
|
300.5
|
|
|
221.1
|
|
|
—
|
|
|
1,021.3
|
|
||||||
Total liabilities
|
|
1,311.6
|
|
|
6,829.1
|
|
|
4,758.6
|
|
|
1,218.8
|
|
|
(8,026.4
|
)
|
|
6,091.7
|
|
||||||
Total AAM Stockholders’ equity
|
|
1,521.4
|
|
|
1,192.4
|
|
|
3,263.6
|
|
|
2,392.8
|
|
|
(6,848.9
|
)
|
|
1,521.3
|
|
||||||
Noncontrolling interests in subsidiaries
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
(2.5
|
)
|
|
2.5
|
|
||||||
Total stockholders’ equity
|
|
1,523.9
|
|
|
1,192.4
|
|
|
3,263.6
|
|
|
2,395.3
|
|
|
(6,851.4
|
)
|
|
1,523.8
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
2,835.5
|
|
|
$
|
8,021.5
|
|
|
$
|
8,022.2
|
|
|
$
|
3,614.1
|
|
|
$
|
(14,877.8
|
)
|
|
$
|
7,615.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
36.7
|
|
|
$
|
0.2
|
|
|
$
|
439.5
|
|
|
$
|
—
|
|
|
$
|
476.4
|
|
Accounts receivable, net
|
|
—
|
|
|
122.7
|
|
|
287.7
|
|
|
556.1
|
|
|
—
|
|
|
966.5
|
|
||||||
Intercompany receivables
|
|
—
|
|
|
3,337.2
|
|
|
2,356.3
|
|
|
93.5
|
|
|
(5,787.0
|
)
|
|
—
|
|
||||||
Inventories, net
|
|
—
|
|
|
42.5
|
|
|
157.7
|
|
|
259.5
|
|
|
—
|
|
|
459.7
|
|
||||||
Prepaid expenses and other
|
|
—
|
|
|
34.4
|
|
|
6.0
|
|
|
86.8
|
|
|
—
|
|
|
127.2
|
|
||||||
Total current assets
|
|
—
|
|
|
3,573.5
|
|
|
2,807.9
|
|
|
1,435.4
|
|
|
(5,787.0
|
)
|
|
2,029.8
|
|
||||||
Property, plant and equipment, net
|
|
—
|
|
|
275.8
|
|
|
758.6
|
|
|
1,480.0
|
|
|
—
|
|
|
2,514.4
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
719.0
|
|
|
422.8
|
|
|
—
|
|
|
1,141.8
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
18.6
|
|
|
1,059.6
|
|
|
32.9
|
|
|
—
|
|
|
1,111.1
|
|
||||||
Intercompany notes and accounts receivable
|
|
—
|
|
|
1,316.8
|
|
|
144.5
|
|
|
—
|
|
|
(1,461.3
|
)
|
|
—
|
|
||||||
Other assets and deferred charges
|
|
—
|
|
|
319.8
|
|
|
126.4
|
|
|
267.4
|
|
|
—
|
|
|
713.6
|
|
||||||
Investment in subsidiaries
|
|
2,790.5
|
|
|
2,241.5
|
|
|
1,748.7
|
|
|
—
|
|
|
(6,780.7
|
)
|
|
—
|
|
||||||
Total assets
|
|
$
|
2,790.5
|
|
|
$
|
7,746.0
|
|
|
$
|
7,364.7
|
|
|
$
|
3,638.5
|
|
|
$
|
(14,029.0
|
)
|
|
$
|
7,510.7
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
100.0
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
—
|
|
|
$
|
121.6
|
|
Accounts payable
|
|
—
|
|
|
94.2
|
|
|
246.5
|
|
|
499.5
|
|
|
—
|
|
|
840.2
|
|
||||||
Intercompany payables
|
|
—
|
|
|
2,050.0
|
|
|
3,615.7
|
|
|
121.3
|
|
|
(5,787.0
|
)
|
|
—
|
|
||||||
Accrued expenses and other
|
|
—
|
|
|
169.0
|
|
|
35.8
|
|
|
190.2
|
|
|
—
|
|
|
395.0
|
|
||||||
Total current liabilities
|
|
—
|
|
|
2,413.2
|
|
|
3,898.0
|
|
|
832.6
|
|
|
(5,787.0
|
)
|
|
1,356.8
|
|
||||||
Intercompany notes and accounts payable
|
|
1,304.2
|
|
|
12.5
|
|
|
—
|
|
|
144.6
|
|
|
(1,461.3
|
)
|
|
—
|
|
||||||
Long-term debt, net
|
|
—
|
|
|
3,578.3
|
|
|
3.0
|
|
|
105.5
|
|
|
—
|
|
|
3,686.8
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
508.9
|
|
|
271.7
|
|
|
200.2
|
|
|
—
|
|
|
980.8
|
|
||||||
Total liabilities
|
|
1,304.2
|
|
|
6,512.9
|
|
|
4,172.7
|
|
|
1,282.9
|
|
|
(7,248.3
|
)
|
|
6,024.4
|
|
||||||
Total AAM Stockholders’ equity
|
|
1,483.9
|
|
|
1,233.1
|
|
|
3,192.0
|
|
|
2,353.2
|
|
|
(6,778.3
|
)
|
|
1,483.9
|
|
||||||
Noncontrolling interests in subsidiaries
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
(2.4
|
)
|
|
2.4
|
|
||||||
Total stockholders’ equity
|
|
1,486.3
|
|
|
1,233.1
|
|
|
3,192.0
|
|
|
2,355.6
|
|
|
(6,780.7
|
)
|
|
1,486.3
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
2,790.5
|
|
|
$
|
7,746.0
|
|
|
$
|
7,364.7
|
|
|
$
|
3,638.5
|
|
|
$
|
(14,029.0
|
)
|
|
$
|
7,510.7
|
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
||||||||||||||||
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
27.8
|
|
|
$
|
47.6
|
|
|
$
|
(155.6
|
)
|
|
$
|
—
|
|
|
$
|
(80.2
|
)
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(11.8
|
)
|
|
(41.4
|
)
|
|
(71.0
|
)
|
|
—
|
|
|
(124.2
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Purchase buyouts of leased equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany activity
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
6.4
|
|
|
—
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
|
—
|
|
|
(11.8
|
)
|
|
(47.5
|
)
|
|
(64.6
|
)
|
|
—
|
|
|
(123.9
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net debt activity
|
|
—
|
|
|
(8.0
|
)
|
|
(0.2
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
(14.1
|
)
|
||||||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of treasury stock
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
||||||
Intercompany activity
|
|
7.3
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash used in financing activities
|
|
—
|
|
|
(15.3
|
)
|
|
(0.2
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
(21.4
|
)
|
||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
—
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
(224.9
|
)
|
|
—
|
|
|
(224.3
|
)
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
—
|
|
|
36.7
|
|
|
2.7
|
|
|
439.5
|
|
|
—
|
|
|
478.9
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
—
|
|
|
$
|
37.4
|
|
|
$
|
2.6
|
|
|
$
|
214.6
|
|
|
$
|
—
|
|
|
$
|
254.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Holdings
|
|
AAM Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Elims
|
|
Consolidated
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
46.5
|
|
|
$
|
39.0
|
|
|
$
|
(18.6
|
)
|
|
$
|
—
|
|
|
$
|
66.9
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(21.5
|
)
|
|
(37.6
|
)
|
|
(71.7
|
)
|
|
—
|
|
|
(130.8
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
0.4
|
|
||||||
Purchase buyouts of leased equipment
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Acquisition of business, net of cash acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||||
Intercompany activity
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash used in investing activities
|
|
—
|
|
|
(21.6
|
)
|
|
(37.7
|
)
|
|
(72.9
|
)
|
|
—
|
|
|
(132.2
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net debt activity
|
|
—
|
|
|
8.9
|
|
|
(0.2
|
)
|
|
25.8
|
|
|
—
|
|
|
34.5
|
|
||||||
Debt issuance costs
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
||||||
Purchase of treasury stock
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.5
|
)
|
||||||
Purchase of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
||||||
Intercompany activity
|
|
3.5
|
|
|
(3.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
(1.4
|
)
|
|
(1.1
|
)
|
|
25.8
|
|
|
—
|
|
|
23.3
|
|
||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
—
|
|
|
23.5
|
|
|
0.2
|
|
|
(59.8
|
)
|
|
—
|
|
|
(36.1
|
)
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
—
|
|
|
91.9
|
|
|
0.1
|
|
|
284.8
|
|
|
—
|
|
|
376.8
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
—
|
|
|
$
|
115.4
|
|
|
$
|
0.3
|
|
|
$
|
225.0
|
|
|
$
|
—
|
|
|
$
|
340.7
|
|
•
|
Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline products and systems for light trucks, SUVs, crossover vehicles, passenger cars and commercial vehicles;
|
•
|
Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential gears and assemblies, connecting rods and variable valve timing products for Original Equipment Manufacturers and Tier 1 automotive suppliers; and
|
•
|
The Casting segment produces both thin wall castings and high strength ductile iron castings, as well as transmission pump bodies, steering knuckles, control arms, brake anchors and calipers, and ball joint housings for the global light vehicle, commercial and industrial markets.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Driveline
|
$
|
137.2
|
|
|
$
|
189.7
|
|
Metal Forming
|
85.3
|
|
|
105.7
|
|
||
Casting
|
22.5
|
|
|
21.6
|
|
||
Total Segment adjusted EBITDA
|
$
|
245.0
|
|
|
$
|
317.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
41.7
|
|
|
$
|
89.5
|
|
Interest expense
|
53.4
|
|
|
53.2
|
|
||
Income tax expense (benefit)
|
(3.0
|
)
|
|
17.9
|
|
||
Depreciation and amortization
|
140.8
|
|
|
127.8
|
|
||
EBITDA
|
$
|
232.9
|
|
|
$
|
288.4
|
|
Restructuring and acquisition-related costs
|
12.1
|
|
|
18.3
|
|
||
Debt refinancing and redemption costs
|
—
|
|
|
10.3
|
|
||
Total Segment Adjusted EBITDA
|
$
|
245.0
|
|
|
$
|
317.0
|
|
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
|
||||||
|
|
|
|
|
|
|
|
(in millions)
|
|
|||||
January 1 - January 31, 2019
|
|
14,206
|
|
|
$
|
12.91
|
|
|
—
|
|
|
$
|
—
|
|
February 1 - February 28, 2019
|
|
5,716
|
|
|
16.10
|
|
|
—
|
|
|
—
|
|
||
March 1 - March 31, 2019
|
|
436,311
|
|
|
16.06
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
456,233
|
|
|
$
|
15.96
|
|
|
—
|
|
|
$
|
—
|
|
Number
|
|
Description of Exhibit
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
**101.INS
|
|
XBRL Instance Document
|
|
|
|
**101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
**101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
**101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
**101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
**101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Filed herewith
|
|
|
|
**
|
Submitted electronically with this Report.
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of American Axle & Manufacturing Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of American Axle & Manufacturing Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/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
|
|
May 3, 2019
|
|
|
May 3, 2019
|
|