AMERICAN AXLE & MANUFACTURING HOLDINGS INC

Previous wording

We are a primary supplier of driveline components to General Motors Company (GM) for its full-size rear-wheel drive (RWD) light trucks, sport utility vehicles (SUVs), and crossover vehicles manufactured in North America, supplying a significant portion of GM’s rear axle and four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. We also supply GM with various products from our Metal Forming segment. Sales to GM were approximately 41% of our consolidated net sales for the first six months of 2024 and 39% for both the first six months of 2023 and the full year 2023.

Current wording

We are a primary supplier of driveline components to General Motors Company (GM) for its full-size rear-wheel drive (RWD) light trucks, sport utility vehicles (SUVs), and crossover vehicles manufactured in North America, supplying a significant portion of GM’s rear axle and four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. We also supply GM with various products from our Metal Forming segment. Sales to GM were approximately 41% of our consolidated net sales for the first nine months of 2024 and 39% for both the first nine months of 2023 and the full year 2023.

Previous wording

We also supply driveline system products to Stellantis N.V. (Stellantis) for programs including the heavy-duty Ram full-size pickup trucks and its derivatives. In addition, we sell various products to Stellantis from our Metal Forming segment. Sales to Stellantis were approximately 14% of our consolidated net sales for the first six months of 2024, 17% for the first six months of 2023 and 16% for the full year 2023.

Current wording

We also supply driveline system products to Stellantis N.V. (Stellantis) for programs including the heavy-duty Ram full-size pickup trucks and its derivatives. In addition, we sell various products to Stellantis from our Metal Forming segment. Sales to Stellantis were approximately 14% of our consolidated net sales for the first nine months of 2024, 17% for the first nine months of 2023 and 16% for the full year 2023.

Previous wording

We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs including the Bronco Sport, Maverick, Edge, Escape and Lincoln Nautilus, and we also sell various products to Ford from our Metal Forming segment. Sales to Ford were approximately 13% of our consolidated net sales for the first six months of 2024, 11% for the first six months of 2023 and 12% for the full year 2023.

Current wording

We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs including the Bronco Sport, Maverick, Edge, Escape and Lincoln Nautilus, and we also sell various products to Ford from our Metal Forming segment. Sales to Ford were approximately 13% of our consolidated net sales for the first nine months of 2024 and 12% for both the first nine months of 2023 and the full year 2023.

Previous wording

The change in cost of goods sold in the first six months of 2024, as compared to the first six months of 2023, primarily reflects increased production volumes on certain vehicle programs that we support. For the six months ended June 30, 2024, material costs were approximately 58% of total costs of goods sold as compared to approximately 57% for the six months ended June 30, 2023.

Current wording

The decrease in cost of goods sold in the third quarter of 2024, as compared to the third quarter of 2023, reflects a reduction of approximately $26 million associated with the effect of metal market pass-through costs and the impact of foreign exchange related to translation adjustments. The remainder of the decrease in cost of goods sold is primarily attributable to lower production volumes on certain vehicle programs that we support, as well as the impact of improved operating performance and lower launch costs. In addition, cost of goods sold for the three months ended September 30, 2023 included approximately $13 million of expense related to a field action with one of our largest customers for a die cast component included in transmission assemblies. For the three months ended September 30, 2024, material costs were approximately 56% of total costs of goods sold, as compared to approximately 57% for the three months ended September 30, 2023.

Previous wording

Gross margin was 13.3% in the second quarter of 2024, as compared to 11.3% in the second quarter of 2023. Gross profit and gross margin were impacted by the factors discussed in Net Sales and Cost of Goods Sold above.

Current wording

Gross margin was 11.4% in the third quarter of 2024, as compared to 8.4% in the third quarter of 2023. Gross profit and gross margin were impacted by the factors discussed in Net Sales and Cost of Goods Sold above.

Previous wording

SG&A as a percentage of net sales was 6.4% in the second quarter of 2024, as compared to 5.8% of net sales in the second quarter of 2023. Research and development (R&D) expense, net of customer engineering, design and development (ED&D) recoveries, was approximately $44.5 million in the second quarter of 2024, as compared to $37.1 million in the second quarter of 2023. In addition to the increase in R&D expense in the second quarter of 2024, as compared to the second quarter of 2023, the change in SG&A primarily reflects increased compensation-related expense.

Current wording

SG&A as a percentage of net sales was 6.3% in the third quarter of 2024, as compared to 5.3% of net sales in the third quarter of 2023. Research and development (R&D) expense, net of customer engineering, design and development (ED&D) recoveries, was approximately $40.1 million in the third quarter of 2024, as compared to $35.8 million in the third quarter of 2023. In addition to the increase in R&D expense in the third quarter of 2024, as compared to the third quarter of 2023, the change in SG&A primarily reflects increased compensation-related expense.

Previous wording

Amortization of Intangible Assets Amortization expense related to intangible assets was $20.6 million for the three months ended June 30, 2024 and $21.4 million for the three months ended June 30, 2023.

Current wording

Amortization of Intangible Assets Amortization expense related to intangible assets was $20.8 million for the three months ended September 30, 2024 and $21.4 million for the three months ended September 30, 2023.

Previous wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $5.0 million in the second quarter of 2024 and $7.9 million in the second quarter of 2023. See Note 11 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Current wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $2.2 million in the third quarter of 2024 and $3.5 million in the third quarter of 2023. See Note 12 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Previous wording

Operating Income Operating income was $86.5 million in the second quarter of 2024, as compared to $57.8 million in the second quarter of 2023. Operating margin was 5.3% in the second quarter of 2024, as compared to 3.7% in the second quarter of 2023. The changes in operating income and operating margin were primarily due to factors discussed in Net Sales, Cost of Goods Sold and SG&A above.

Current wording

Operating Income Operating income was $41.7 million in the third quarter of 2024, as compared to $23.9 million in the third quarter of 2023. Operating margin was 2.8% in the third quarter of 2024, as compared to 1.5% in the third quarter of 2023. The changes in operating income and operating margin were primarily due to factors discussed in Net Sales, Cost of Goods Sold, SG&A and Impairment Charge above.

Previous wording

Interest Expense and Interest Income Interest expense was $47.9 million in the second quarter of 2024, as compared to $50.2 million in the second quarter of 2023. The weighted-average interest rate of our long-term debt outstanding was 7.0% in the second quarter of 2024 and 6.7% in the second quarter of 2023.

Current wording

Interest Expense and Interest Income Interest expense was $45.2 million in the third quarter of 2024, as compared to $50.8 million in the third quarter of 2023. The weighted-average interest rate of our long-term debt outstanding was 7.2% in the third quarter of 2024 and 6.7% in the third quarter of 2023.

Previous wording

Debt Refinancing and Redemption Costs In the second quarter of 2024, we amended our existing Amended and Restated Credit Agreement and established the New Term Loan B Facility. See Note 4 - Long-Term Debt for further detail on the New Term Loan B Facility. As a result, we incurred approximately $0.2 million of debt refinancing and redemption costs during the second quarter of 2024.

Current wording

Debt Refinancing and Redemption Costs In the third quarter of 2024, we voluntarily redeemed a portion of our 6.25% Notes due 2026. This resulted in a principal payment of $50.0 million and $1.2 million in accrued interest. We also expensed approximately $0.2 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.

Previous wording

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses, our proportionate share of earnings from equity in unconsolidated subsidiaries, and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $8.8 million in the second quarter of 2024, as compared to expense of $0.5 million in the second quarter of 2023. The change in other income (expense), net was primarily driven by changes in foreign exchange gains and losses in the second quarter of 2024, as compared to the second quarter of 2023.

Current wording

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses, our proportionate share of earnings from equity in unconsolidated subsidiaries, and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $5.5 million in the third quarter of 2024, as compared to income of $1.9 million in the third quarter of 2023. The change in other income (expense), net was primarily driven by changes in foreign exchange gains and losses in the third quarter of 2024, as compared to the third quarter of 2023.

Previous wording

During the three months ended June 30, 2024 and 2023, in computing our estimated annual effective tax rate, we recorded a valuation allowance against substantially all of the deferred tax asset on the current year estimated disallowed interest expense in the U.S. During the three months ended June 30, 2023, we recognized an income tax benefit of approximately $3.2 million related to the release of a valuation allowance in a foreign jurisdiction.

Current wording

During the three months ended September 30, 2024 and 2023, in computing our estimated annual effective tax rate, we recorded a valuation allowance against substantially all of the deferred tax asset on the current year estimated disallowed interest expense in the U.S. During the three months ended September 30, 2024, we recognized an income tax benefit of $7.9 million as the result of elections made as part of our 2023 income tax returns.

Previous wording

Net Income and Earnings Per Share (EPS) Net income was $18.2 million in the second quarter of 2024, as compared to $8.0 million in the second quarter of 2023. Diluted earnings per share was $0.15 per share in the second quarter of 2024, as compared to $0.07 per share in the second quarter of 2023. Net income and EPS for the second quarters of 2024 and 2023 were primarily impacted by the factors discussed above.

Current wording

Net Income (Loss) and Earnings (Loss) Per Share (EPS) Net income was $10.0 million in the third quarter of 2024, as compared to a loss of $17.4 million in the third quarter of 2023. Diluted earnings per share was $0.08 per share in the third quarter of 2024, as compared to diluted loss per share of $0.15 in the third quarter of 2023. Net income and EPS for the third quarters of 2024 and 2023 were primarily impacted by the factors discussed above.

Previous wording

The increase in the first six months of 2024, as compared to the first six months of 2023, primarily reflects increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. This increase was partially offset by a reduction of approximately $14 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Current wording

The increase in the first nine months of 2024, as compared to the first nine months of 2023, primarily reflects increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. This increase was partially offset by a reduction of approximately $33 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Previous wording

The change in cost of goods sold in the second quarter of 2024, as compared to the second quarter of 2023, primarily reflects increased production volumes on certain vehicle programs that we support, partially offset by a reduction of approximately $18 million associated with the effect of metal market pass-through costs and the impact of foreign exchange related to translation adjustments. For both the three months ended June 30, 2024 and June 30, 2023, material costs were approximately 58% of total costs of goods sold.

Current wording

The change in cost of goods sold in the first nine months of 2024, as compared to the first nine months of 2023, primarily reflects increased production volumes on certain vehicle programs that we support, partially offset by a reduction of approximately $29 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments, as well as a reduction of approximately $12 million in depreciation expense. Cost of goods sold for the nine months ended September 30, 2023 also reflects approximately $13 million of expense related to a field action with one of our largest customers for a die cast component included in transmission assemblies.

Previous wording

Gross margin was 12.8% in the first six months of 2024 as compared to 11.1% in the first six months of 2023. Gross profit and gross margin were impacted by the factors discussed in Net Sales and Cost of Goods Sold above.

Current wording

Gross margin was 12.4% in the first nine months of 2024 as compared to 10.2% in the first nine months of 2023. Gross profit and gross margin were impacted by the factors discussed in Net Sales and Cost of Goods Sold above.

Previous wording

SG&A as a percentage of net sales was 6.3% in the first six months of 2024 as compared to 6.2% in the first six months of 2023. R&D expense, net of customer engineering, design and development recoveries, was approximately $81.2 million in the first six months of 2024, as compared to $79.9 million in the first six months of 2023. The change in SG&A expense in the first six months of 2024, as compared to the first six months of 2023, was primarily the result of increased compensation-related expense.

Current wording

SG&A as a percentage of net sales was 6.3% in the first nine months of 2024 as compared to 5.9% in the first nine months of 2023. R&D expense, net of customer ED&D recoveries, was approximately $121.3 million in the first nine months of 2024, as compared to $115.7 million in the first nine months of 2023. In addition to the increase in R&D expense in the first nine months of 2024, as compared to the first nine months of 2023, the change in SG&A primarily reflects increased compensation-related expense.

Previous wording

Amortization of Intangible Assets Amortization expense related to intangible assets was $41.3 million for the six months ended June 30, 2024 as compared to $42.8 million for the six months ended June 30, 2023.

Current wording

Amortization of Intangible Assets Amortization expense related to intangible assets was $62.1 million for the nine months ended September 30, 2024, as compared to $64.2 million for the nine months ended September 30, 2023.

Previous wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $7.5 million for the six months ended June 30, 2024, as compared to $12.7 million for the six months ended June 30, 2023. In 2024, we expect to incur approximately $10 million to $20 million of total restructuring charges. In addition, we expect to incur up to $5 million of integration costs in 2024 associated with our acquisition of Tekfor. See Note 11 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Current wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $9.7 million for the nine months ended September 30, 2024, as compared to $16.2 million for the nine months ended September 30, 2023. In 2024, we expect to incur approximately $10 million of total restructuring charges. In addition, we expect to incur up to $5 million of integration costs in 2024 associated with our acquisition of Tekfor. See Note 12 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Previous wording

Operating Income Operating income was $163.5 million in the first six months of 2024 as compared to $93.9 million in the first six months of 2023. Operating margin was 5.0% in the first six months of 2024, as compared to 3.1% in the first six months of 2023. The changes in operating income and operating margin were due primarily to the factors discussed in Net Sales, Cost of Goods Sold and SG&A above.

Current wording

Operating Income Operating income was $205.2 million in the first nine months of 2024 as compared to $117.8 million in the first nine months of 2023. Operating margin was 4.3% in the first nine months of 2024, as compared to 2.6% in the first nine months of 2023. The changes in operating income and operating margin were due primarily to the factors discussed in Net Sales, Cost of Goods Sold and SG&A above.

Previous wording

Interest Expense and Interest Income Interest expense was $96.9 million in the first six months of 2024 as compared to $100.7 million in the first six months of 2023. The weighted-average interest rate of our long-term debt outstanding was 7.1% for the six months ended June 30, 2024 and 6.7% for the six months ended June 30, 2023. We expect our interest expense for the full year 2024 to be approximately $185 million to $195 million.

Current wording

Interest Expense and Interest Income Interest expense was $142.1 million in the first nine months of 2024 as compared to $151.5 million in the first nine months of 2023. The weighted-average interest rate of our long-term debt outstanding was 7.1% for the nine months ended September 30, 2024 and 6.7% for the nine months ended September 30, 2023. We expect our interest expense for the full year 2024 to be approximately $185 million to $195 million.

Previous wording

Debt Refinancing and Redemption Costs In the first six months of 2024, we amended our existing Amended and Restated Credit Agreement and established the New Term Loan B Facility. See Note 4 - Long-Term Debt for further detail on the New Term Loan B Facility. As a result, we incurred approximately $0.2 million of debt refinancing and redemption costs during the first six months of 2024.

Current wording

Debt Refinancing and Redemption Costs In the first nine months of 2024, we amended our existing Amended and Restated Credit Agreement and established the New Term Loan B Facility. See Note 5 - Long-Term Debt for further detail on the New Term Loan B Facility. As a result, we incurred approximately $0.2 million of debt refinancing and redemption costs during the first nine months of 2024.

Previous wording

The increase in the second quarter of 2024, as compared to the second quarter of 2023, primarily reflects increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. This increase was partially offset by a reduction of approximately $20 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Current wording

In the second quarter of 2024, we voluntarily redeemed a portion of our 6.25% Notes due 2026. This resulted in a principal payment of $30.0 million and $0.4 million in accrued interest. We also expensed approximately $0.1 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.

Previous wording

Subsequent to June 30, 2024, we voluntarily redeemed an additional portion of our 6.25% Notes due 2026. In August 2024, this resulted in a principal payment of $50.0 million and $1.2 million in accrued interest. We also expensed approximately $0.2 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.

Current wording

In the third quarter of 2024, we voluntarily redeemed an additional portion of our 6.25% Notes due 2026. This resulted in a principal payment of $50.0 million and $1.2 million in accrued interest. We also expensed approximately $0.2 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.

Previous wording

Gain (Loss) on Equity Securities We had previously invested in the equity securities of REE Automotive, which were measured at fair value each reporting period with changes in fair value reported as a gain or loss within Other income (expense), net in our Condensed Consolidated Statement of Income. During the six months ended June 30, 2024, we sold all of our remaining equity securities of REE Automotive, resulting in a loss of $0.1 million. The fair value of the REE shares was principally unchanged during the six months ended June 30, 2023.

Current wording

Loss on Equity Securities We had previously invested in the equity securities of REE Automotive, which were measured at fair value each reporting period with changes in fair value reported as a gain or loss within Other income (expense), net in our Condensed Consolidated Statement of Operations. During the nine months ended September 30, 2024, we sold all of our remaining equity securities of REE Automotive, resulting in a loss of $0.1 million. We recognized an unrealized loss on our investment in REE shares of $1.2 million for the nine months ended September 30, 2023.

Previous wording

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses, our proportionate share of earnings from equity in unconsolidated subsidiaries, and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $8.8 million in the first six months of 2024, and was income of $3.2 million in the first six months of 2023. The change in other income (expense), net was primarily driven by changes in foreign exchange gains and losses in the first six months of 2024, as compared to the first six months of 2023.

Current wording

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses, our proportionate share of earnings from equity in unconsolidated subsidiaries, and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $14.3 million in the first nine months of 2024, and was income of $5.1 million in the first nine months of 2023. The change in other income (expense), net was primarily driven by changes in foreign exchange gains and losses in the first nine months of 2024, as compared to the first nine months of 2023.

Previous wording

During the six months ended June 30, 2024 and 2023, in computing our estimated annual effective tax rate, we recorded a valuation allowance against substantially all of the deferred tax asset on the current year estimated disallowed interest expense in the U.S. During the six months ended June 30, 2023, we recognized an income tax benefit of approximately $3.2 million related to the release of a valuation allowance in a foreign jurisdiction. In addition, we recorded a valuation allowance against a portion of the deferred tax asset on prior year disallowed interest expense in the U.S. and reduced our liability for unrecognized income tax benefits and related interest and penalties as a result of a change in estimate on previously recorded unrecognized tax benefits in certain jurisdictions, resulting in net tax expense of $3.4 million during the six months ended June 30, 2023.

Current wording

During the nine months ended September 30, 2024 and 2023, in computing our estimated annual effective tax rate, we recorded a valuation allowance against substantially all of the deferred tax asset on the current year estimated disallowed interest expense in the U.S. During the nine months ended September 30, 2024, we recognized an income tax benefit of $7.9 million as the result of elections made as part of our 2023 income tax returns. During the nine months ended September 30, 2023, we recognized an income tax benefit of approximately $3.2 million related to the release of a valuation allowance in a foreign jurisdiction. In addition, we recorded a valuation allowance against a portion of the deferred tax asset on prior year disallowed interest expense in the U.S. and reduced our liability for unrecognized income tax benefits and related interest and penalties as a result of a change in estimate on previously recorded unrecognized tax benefits in certain jurisdictions, resulting in net tax expense of $3.4 million during the nine months ended September 30, 2023.

Previous wording

Our effective income tax rate for the six months ended June 30, 2024 varies from our effective income tax rate for the six months ended June 30, 2023 primarily as a result of the mix of earnings on a jurisdictional basis and the impact of the discrete items noted above.

Current wording

Our effective income tax rate for the nine months ended September 30, 2024 varies from our effective income tax rate for the nine months ended September 30, 2023 primarily as a result of the mix of earnings on a jurisdictional basis and the impact of the discrete items noted above.

Previous wording

For the six months ended June 30, 2024, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the unfavorable impact related to the disallowed interest expense deductions in the U.S. and tax expense related to global intangible low-taxed income (GILTI), the impact of certain foreign tax rates and the impact of tax credits. For the six months ended June 30, 2023, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the unfavorable impact related to the disallowed interest expense deductions in the U.S., net of the impact of a reduction in unrecognized tax benefits, as well as favorable foreign tax rates and the impact of tax credits.

Current wording

For the nine months ended September 30, 2024, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the unfavorable impact related to the disallowed interest expense deductions in the U.S. and tax expense related to global intangible low-taxed income (GILTI), the impact of certain foreign tax rates and the impact of tax credits. For the nine months ended September 30, 2023, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the unfavorable impact related to the disallowed interest expense deductions in the U.S., net of the impact of a reduction in unrecognized tax benefits, as well as favorable foreign tax rates and the impact of tax credits.

Previous wording

Net Income and Earnings Per Share (EPS) Our net income was $38.7 million in the first six months of 2024, as compared to $2.9 million in the first six months of 2023. Diluted EPS was $0.32 per share in the first six months of 2024, as compared to $0.02 per share in the first six months of 2023. Net income and EPS for the first six months of 2024 and 2023 were primarily impacted by the factors discussed above.

Current wording

Net Income (Loss) and Earnings (Loss) Per Share (EPS) Our net income was $48.7 million in the first nine months of 2024, as compared to a net loss of $14.5 million in the first nine months of 2023. Diluted earnings per share was $0.40 in the first nine months of 2024, as compared to a diluted loss per share of $0.12 in the first nine months of 2023. Net income and EPS for the first nine months of 2024 and 2023 were primarily impacted by the factors discussed above.

Previous wording

The following table represents sales by reportable segment for the three and six months ended June 30, 2024 and 2023(in millions):

Current wording

The following table represents sales by reportable segment for the three and nine months ended September 30, 2024 and 2023(in millions):

Previous wording

The increase in Driveline sales for the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, was primarily the result of increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. For both the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, Driveline sales were reduced by approximately $14 million as a result of the effect of metal market pass-throughs to our customers and the impact of foreign exchange translation.

Current wording

The increase in Driveline sales for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily reflects increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. This was partially offset by a reduction of approximately $26 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Previous wording

The increase in Metal Forming sales for the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, was primarily the result of the timing of commercial recoveries for inflationary costs. For the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, Metal Forming sales were reduced by approximately $6 million as a result of the effect of metal market pass-throughs to our customers and the impact of foreign exchange translation.

Current wording

The increase in Metal Forming sales for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, was primarily the result of the timing of commercial recoveries for inflationary costs. This was partially offset by a reduction of approximately $7 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Previous wording

We use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. The amounts for Segment Adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 are as follows(in millions):

Current wording

We use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. The amounts for Segment Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 are as follows(in millions):

Previous wording

For the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, Segment Adjusted EBITDA for the Driveline segment primarily reflects an increase of approximately $9 million attributable to the impact of increased production volumes on certain vehicle programs that we support, which was offset by increased R&D expense. For the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, the increase in Segment Adjusted EBITDA for the Driveline segment primarily reflects approximately $33 million attributable to the impact of increased production volumes on certain vehicle programs that we support, with the remainder primarily related to improved operating performance and lower launch costs.

Current wording

For the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, Segment Adjusted EBITDA for the Driveline segment reflects lower production volumes on certain vehicle programs that we support and an increase of approximately $4 million in R&D expense, offset by improved operating performance and lower launch costs. For the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, the increase in Segment Adjusted EBITDA for the Driveline segment primarily reflects approximately $23 million attributable to the impact of increased production volumes on certain vehicle programs that we support, as well as the impact of improved operating performance and lower launch costs. These increases were partially offset by approximately $6 million of higher R&D expense and approximately $6 million associated with the net effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Previous wording

For the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, the increase in Segment Adjusted EBITDA for the Metal Forming segment primarily reflects the impact of the timing of commercial recoveries for inflationary costs, partially offset by increased manufacturing costs, primarily labor costs, as well as the impact of production inefficiencies at certain of our locations due, in part, to labor shortages.

Current wording

For the three and nine months ended September 30, 2023, Segment Adjusted EBITDA for the Metal Forming segment was impacted by $13 million of expense related to a field action with one of our largest customers and there was no such expense for the three and nine months ended September 30, 2024. In addition, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, the increase in Segment Adjusted EBITDA for the Metal Forming segment reflects improved operating performance. Additionally, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, Segment Adjusted EBITDA for the Metal Forming segment reflects the impact of the timing of commercial recoveries for inflationary costs, partially offset by increased manufacturing costs, primarily labor costs, as well as the impact of production inefficiencies at certain of our locations due, in part, to labor shortages.

Previous wording

We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Total Segment Adjusted EBITDA is defined as EBITDA for our reportable segments excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges and non-recurring items. We believe that EBITDA and Total Segment Adjusted EBITDA are meaningful measures of performance as they are commonly utilized by management and investors to analyze operating performance and entity valuation. Our management, the investment community and the banking institutions routinely use EBITDA and Total Segment Adjusted EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers and to assess the relative mix of Adjusted EBITDA by segment. We also believe that Total Segment Adjusted EBITDA is a meaningful measure as it is used for operational planning and decision-making purposes. EBITDA and Total Segment Adjusted EBITDA are also key metrics used in our calculation of incentive compensation. These non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies.

Current wording

We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Total Segment Adjusted EBITDA is defined as EBITDA for our reportable segments excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gains or losses on equity securities, pension curtailment and settlement charges, impairment charges and non-recurring items. We believe that EBITDA and Total Segment Adjusted EBITDA are meaningful measures of performance as they are commonly utilized by management and investors to analyze operating performance and entity valuation. Our management, the investment community and the banking institutions routinely use EBITDA and Total Segment Adjusted EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers and to assess the relative mix of Adjusted EBITDA by segment. We also believe that Total Segment Adjusted EBITDA is a meaningful measure as it is used for operational planning and decision-making purposes. EBITDA and Total Segment Adjusted EBITDA are also key metrics used in our calculation of incentive compensation. These non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies.

Previous wording

At June 30, 2024, we had nearly $1.5 billion of liquidity consisting of approximately $520 million of cash and cash equivalents, approximately $892 million of available borrowings under our Revolving Credit Facility and approximately $83 million of available borrowings under foreign credit facilities. We have no significant debt maturities before 2026.

Current wording

At September 30, 2024, we had over $1.5 billion of liquidity consisting of approximately $543 million of cash and cash equivalents, approximately $892 million of available borrowings under our Revolving Credit Facility and approximately $75 million of available borrowings under foreign credit facilities. We have no significant debt maturities before 2026.

Previous wording

Operating Activities In the first six months of 2024, net cash provided by operating activities was $160.6 million as compared to $164.9 million in the first six months of 2023. The following factors impacted cash from operating activities in the first six months of 2024, as compared to the first six months of 2023:

Current wording

Operating Activities In the first nine months of 2024, net cash provided by operating activities was $304.2 million as compared to $343.2 million in the first nine months of 2023. The following factors impacted cash from operating activities in the first nine months of 2024, as compared to the first nine months of 2023: