AMERICAN AXLE & MANUFACTURING HOLDINGS INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
DCH$4.45-3.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:
- All Financial Statements
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)
- Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 is filed as part of this Form 10-K.
All other schedules have been omitted because they are not applicable or not required.
- Exhibits
The following exhibits were previously filed unless otherwise indicated:
| Number | Description of Exhibit |
| 2.01 | Agreement and Plan of Merger by and among American Axle & Manufacturing Holdings, Inc., ALPHA SPV I, Inc. and Metaldyne Performance Group Inc. |
| (Incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K dated November 8, 2016.) | |
| 2.02 | Unit Purchase Agreement, dated as of September 18, 2019, by and among American Axle & Manufacturing Holdings, Inc., Grede AcquisitionCo, Inc. and, for certain limited purposes, Grede TopCo, Inc. |
| (Incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K dated September 18, 2019) | |
| 3.01 | Amended and Restated Certificate of Incorporation of American Axle & Manufacturing Holdings, Inc. |
| (Incorporated by reference to Exhibit 3.2 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-8 dated September 1, 2017 (Registration No. 333-220300).) | |
| 3.02 | Third Amended and Restated Bylaws of American Axle & Manufacturing Holdings, Inc. |
| (Incorporated by reference to Exhibit 3.04 filed of Current Report on Form 8-K dated February 13, 2018.) | |
| 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/A dated December 21, 1998 (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.) |
| Number | Description of Exhibit |
| 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 6.50% Notes due 2027 |
| (Incorporated by Reference to Exhibit 4.3 of Current Report on Form 8-K dated March 23, 2017.) | |
| 4.05 | First Supplemental Indenture, dated March 23, 2017 among American Axle & Manufacturing, Inc., Alpha SPV I, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiary guarantors and U.S. Bank National Association, as trustee |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated March 23, 2017.) | |
| 4.06 | Second Supplemental Indenture, dated May 17, 2017 among American Axle & Manufacturing, Inc., Metaldyne Performance Group Inc., American Axle & Manufacturing Holdings, Inc. certain subsidiary guarantors and U.S. Bank National Association, as trustee |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated May 17, 2017.) | |
| 4.07 | Registration Rights Agreement, dated as of March 23, 2017, among American Axle & Manufacturing, Inc., certain subsidiary guarantors and J.P. Morgan Securities LLC, as representative of the Initial Purchasers, in respect of the 6.50% Senior Notes due 2027 |
| (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated March 23, 2017.) | |
| 4.08 | Third Supplemental Indenture, dated March 23, 2018 among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated March 26, 2018.) | |
| 4.09 | Form of 6.25% Notes due 2026 |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated March 27, 2018.) | |
| 4.10 | Form of 6.875% Notes due 2028 |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated June 12, 2020) | |
| 4.11 | Form of 5.00% Notes due 2029 |
| (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated August 19, 2021) | |
| *4.12 | Description of Registered Securities |
| 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 dated May 26 1998 (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.) |
| Number | Description of Exhibit |
| ++10.04 | 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.) | |
| 10.05 | 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.) | |
| ++10.06 | 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.) | |
| ‡10.07 | 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.) | |
| ‡10.08 | 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.) | |
| ‡10.09 | Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan |
| (Incorporated by reference to Exhibit 4.1 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-8 dated September 1, 2017 (Registration No. 333-220300).) | |
| 10.10 | Credit Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated April 12, 2017.) | |
| 10.11 | Collateral Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent |
| (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated April 12, 2017.) | |
| 10.12 | Guarantee Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated April 12, 2017.) | |
| ‡10.13 | Amendment to American Axle & Manufacturing Holdings, Inc. Executive Deferred Compensation Plan (as amended and restated effective January 1, 2005, and as further amended prior to the date hereof) |
| (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated April 16, 2018.) | |
| ‡10.14 | 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.) | |
| ‡10.15 | Amendments to the Amended and Restated Employment Agreement dated February 19, 2015 by and between the Company and David C. Dauch |
| (Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated April 16, 2018.) |
| Number | Description of Exhibit |
| ‡10.16 | Amendment to the Employment Agreement dated August 1, 2015 by and between the Company and Michael K. Simonte |
| (Incorporated by reference to Exhibit 10.6 of Current Report on Form 8-K dated April 16, 2018.) | |
| ‡10.17 | American Axle & Manufacturing Holdings, Inc. Change in Control Plan |
| (Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated August 3, 2018.) | |
| ‡10.18 | American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement Program Document |
| ‡10.19 | Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the 2018 Omnibus Incentive Plan |
| (Incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K dated March 8, 2019) | |
| 10.20 | First Amendment dated as of July 29, 2019, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated August 1, 2019) | |
| 10.21 | Second Amendment dated as of April 28, 2020 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein (for the limited purpose specified therein), each financial institution 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 May 4, 2020) | |
| ‡10.22 | Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Non-Employee Directors under the 2018 Omnibus Incentive Plan |
| (Incorporated by reference to Exhibit 10.3 of Quarterly Report on Form 10-Q dated May 8, 2020) | |
| ‡10.23 | American Axle & Manufacturing Holdings, Inc. Executive Retirement Savings Plan |
| (Incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q dated October 30, 2020) | |
| ‡10.24 | Form of Performance Share Award (Free Cash Flow) for Executive Officers under the 2018 Omnibus Incentive Plan |
| ‡10.25 | Form of Performance Unit Award (Free Cash Flow) for Executive Officers under the 2018 Omnibus Incentive Plan |
| (Incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q dated May 7, 2021) | |
| 10.26 | Agreement dated as of June 11, 2021, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein (for the limited purpose specified therein), each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated June 14, 2021) |
| Number | Description of Exhibit |
| ‡10.27 | Amended and Restated American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan |
| (Incorporated by reference to Exhibit 4.1 of Registration Statement S-8 dated June 30, 2021 (Registration No. 333-257572).) | |
| 10.28 | Amended and Restated Credit Agreement, dated as of March 11, 2022 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein (for the limited purpose specified therein), each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K/A dated March 11, 2022) | |
| 10.29 | Refinancing Facility Agreement No. 1, dated as of December 13, 2022 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated December 13, 2022) | |
| ‡10.30 | American Axle & Manufacturing Holdings, Inc. Amended and Restated Executive Officer Severance Plan |
| 10.31 | First Amendment to the Amended and Restated Credit Agreement, dated as of June 28, 2023, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent |
| (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated June 29, 2023) | |
| ‡*10.32 | American Axle & Manufacturing Holdings, Inc. Amended and Restated 2018 Omnibus Incentive Plan - 2023 Incentive Compensation Program for Executive Officers |
| *21 | Subsidiaries of the Registrant |
| *22 | Subsidiary Guarantors and Issuers of Guaranteed Securities |
| *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 |
| *97 | American Axle & Manufacturing Holdings, Inc. Dodd-Frank Clawback Policy |
| Number | Description of Exhibit |
|---|---|
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Extension Presentation Linkbase Document |
| **101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| **104 | Cover Page Interactive Data File (formatted in Inline XBRL contained in Exhibit 101) |
| (All other exhibits are not applicable.) |
++ Confidential Treatment Request Granted by the SEC
‡ Reflects Management or Compensatory Contract
- Shown only in the original filed with the Securities and Exchange Commission
** Submitted electronically with the original filed with the Securities and Exchange Commission
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
| Additions - | |||||
|---|---|---|---|---|---|
| Balance at · Charged to · Acquisitions · Balance | |||||
| Beginning of · Costs and · and · At End of | |||||
| Period | Expenses | Disposals (a) | Deductions | Period | |
| (in millions) | |||||
| Year Ended December 31, 2021: | |||||
| Allowance for credit losses(1) | $4.5 | $7.8 | $— | $10.1 | $2.2 |
| Allowance for deferred taxes(3) | 208.0 | 2.7 | — | 9.0 | 201.7 |
| Inventory valuation allowance(2) | 23.4 | 17.7 | — | 22.5 | 18.6 |
| Year Ended December 31, 2022: | |||||
| Allowance for credit losses(1) | 2.2 | 10.1 | 1.0 | 4.0 | 9.3 |
| Allowance for deferred taxes(3) | 201.7 | 9.5 | 7.8 | 1.5 | 217.5 |
| Inventory valuation allowance(2) | 18.6 | 35.7 | 4.9 | 31.7 | 27.5 |
| Year Ended December 31, 2023: | |||||
| Allowance for credit losses(1) | 9.3 | 4.4 | — | 8.4 | 5.3 |
| Allowance for deferred taxes(3) | 217.5 | 54.5 | — | 4.9 | 267.1 |
| Inventory valuation allowance(2) | 27.5 | 22.1 | — | 17.5 | 32.1 |
(a)Amounts represent reserves recognized in conjunction with our acquisition of Tekfor in 2022.
(1)Uncollectible accounts charged off, net of recoveries.
(2)Primarily relates to write-offs of excess and obsolete inventories, as well as adjustments for physical quantity discrepancies.
(3)Primarily reflects an increase in valuation allowance related to certain U.S. federal tax attributes, as well as new net operating losses established with a corresponding valuation allowance at certain foreign locations, partially offset by adjustments to previously established valuation allowances and foreign currency translation.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Registrant)
/s/ James G. Zaliwski
James G. Zaliwski
Chief Accounting Officer
Date: February 16, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ David C. Dauch | Chairman of the Board & | February 16, 2024 |
| David C. Dauch | Chief Executive Officer | |
| /s/ Christopher J. May | Executive Vice President & | February 16, 2024 |
| Christopher J. May | Chief Financial Officer | |
| /s/ Elizabeth A. Chappell | Director | February 16, 2024 |
| Elizabeth A. Chappell | ||
| /s/ William L. Kozyra | Director | February 16, 2024 |
| William L. Kozyra | ||
| /s/ Peter D. Lyons | Director | February 16, 2024 |
| Peter D. Lyons | ||
| /s/ James A. McCaslin | Director | February 16, 2024 |
| James A. McCaslin | ||
| /s/ William P. Miller II | Director | February 16, 2024 |
| William P. Miller II | ||
| /s/ Herbert K. Parker | Director | February 16, 2024 |
| Herbert K. Parker | ||
| /s/ Sandra E. Pierce | Director | February 16, 2024 |
| Sandra E. Pierce | ||
| /s/ John F. Smith | Director | February 16, 2024 |
| John F. Smith | ||
| /s/ Samuel Valenti III | Director | February 16, 2024 |
| Samuel Valenti III | ||
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