Dauch Corp

Previous wording

We are a primary supplier of driveline products 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 components from our Metal Forming segment. Sales to GM were approximately 31% of our consolidated net sales for the first three months of 2026, and 44% for both the first three months of 2025 and the full year 2025.

Current wording

We are a primary supplier of driveline products 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 components from our Metal Forming segment. Sales to GM were approximately 30% of our consolidated net sales for the first six months of 2026, and 44% for both the first six months of 2025 and the full year 2025.

Previous wording

We also supply driveline system products to Stellantis N.V. (Stellantis) for programs including the heavy-duty Ram full-size pickup truck and its derivatives. In addition, we sell various components to Stellantis from our Metal Forming segment. Sales to Stellantis were approximately 13% of our consolidated net sales for the first three months of 2026, 11% for the first three months of 2025 and 13% for the full year 2025.

Current wording

We also supply driveline system products to Stellantis N.V. (Stellantis) for programs including the heavy-duty Ram full-size pickup truck and its derivatives. In addition, we sell various components to Stellantis from our Metal Forming segment. Sales to Stellantis were approximately 13% of our consolidated net sales for each of the first six months of 2026, the first six months of 2025 and the full year 2025.

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, Escape and Lincoln Nautilus, and we also sell various components to Ford from our Metal Forming segment. Sales to Ford were approximately 11% of our consolidated net sales for the first three months of 2026 and 15% for both the first three months of 2025 and the full year 2025.

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 and Lincoln Nautilus, and we also sell various components to Ford from our Metal Forming segment. Sales to Ford were approximately 11% of our consolidated net sales for the first six months of 2026, and 15% for both the first six months of 2025 and the full year 2025.

Previous wording

On February 3, 2026, we completed our previously announced acquisition of Dowlais whereby we acquired the entire issued share capital of Dowlais (the Business Combination). Pursuant to the Business Combination, Dowlais shareholders received for each Dowlais ordinary share: 0.0881 shares of new Dauch Corporation common stock and 43 pence per share in cash (approximately $0.59 per share as of the closing date), resulting in the issuance of approximately 117 million shares (and an increase in authorized shares from 150 million shares to 375 million shares) and a total purchase price of approximately $1.7 billion. Following the close of the transaction, the combined company is headquartered in Detroit, Michigan and led by the Company's Chairman and CEO.

Current wording

On February 3, 2026, we completed our previously announced acquisition of Dowlais whereby we acquired the entire issued share capital of Dowlais (the Business Combination). Pursuant to the Business Combination, Dowlais shareholders received for each Dowlais ordinary share: 0.0881 shares of new Dauch Corporation common stock and 43 pence per share in cash (approximately $0.59 per share as of the closing date), resulting in the issuance of approximately 117 million shares (and an increase in authorized shares from 150 million shares to 375 million shares) and a total purchase price of approximately $1.7 billion.

Previous wording

For the three months ended March 31, 2026, the net impact on earnings related to the aforementioned tariffs was approximately $30 million and we expect a continuing impact from tariffs in future periods. For the year ended December 31, 2025, the net impact on earnings related to the aforementioned tariffs was approximately $10 million. We are implementing mitigation actions and pursuing recoveries from our customers for the cost increases resulting from the tariffs but have not reached final agreement with all customers and therefore the total amount and timing of such recoveries is unknown. Further, certain of these recoveries may include government-issued credits and there is uncertainty about whether we will be able to effectively monetize such credits. For the full year 2026, we anticipate the impact on earnings of these tariffs to be approximately $10 million to $20 million after mitigation actions and estimated customer recoveries. However, due to uncertainty associated with the potential further implementation or expansion of tariffs, as well as the potential for additional retaliatory actions and other changes to existing trade agreements or changes in international trade relations, the actual impact on 2026 earnings could differ materially from this estimate.

Current wording

For the six months ended June 30, 2026, the net impact on earnings related to the aforementioned tariffs was approximately $30 million and we expect a continuing impact from tariffs in future periods. For the year ended December 31, 2025, the net impact on earnings related to the aforementioned tariffs was approximately $10 million. We are implementing mitigation actions and pursuing recoveries from our customers for the cost increases resulting from the tariffs but have not reached final agreement with all customers and therefore the total amount and timing of such recoveries is unknown. Further, certain of these recoveries may include government-issued credits and there is uncertainty about whether we will be able to effectively monetize such credits. For the full year 2026, we anticipate the impact on earnings of these tariffs to be approximately $10 million to $20 million after mitigation actions and estimated customer recoveries. However, due to uncertainty associated with the potential further implementation or expansion of tariffs, as well as the potential for additional retaliatory actions and other changes to existing trade agreements or changes in international trade relations, the actual impact on 2026 earnings could differ materially from this estimate.

Previous wording

During the first three months of 2026, geopolitical conflicts have indirectly impacted our operations and financial results primarily through supply chain disruptions. We continue to work with customers and suppliers in our effort to protect continuity of supply as we expect these challenges to continue in 2026. Due to the ongoing uncertainty associated with these supply chain constraints, the ultimate impact on our net sales, results of operations and cash flows is unknown.

Current wording

During the first six months of 2026, geopolitical conflicts have indirectly impacted our operations and financial results primarily through supply chain disruptions. We continue to work with customers and suppliers in our effort to protect continuity of supply as we expect these challenges to continue in 2026. Due to the ongoing uncertainty associated with these supply chain constraints, the ultimate impact on our net sales, results of operations and cash flows is unknown.

Previous wording

In January of 2026, we reached a settlement agreement with the customer on this matter (the Electric Vehicle Cancellation Settlement). As a result, we received approximately $28 million in the first quarter of 2026 for the reimbursement of the Company's capitalized engineering, design and development costs.

Current wording

In January of 2026, we reached a settlement agreement with the customer on this matter. As a result, we received approximately $28 million in the first quarter of 2026 for the reimbursement of the Company's capitalized engineering, design and development costs.

Previous wording

For the three months ended March 31, 2026, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the release of $22.4 million of valuation allowance in a non-U.S. jurisdiction, partially offset by permanent adjustments associated with nondeductible transaction costs incurred in conjunction with the Business Combination, and net losses in certain jurisdictions with no corresponding tax benefit due to increases in our valuation allowance.

Current wording

During the three months ended June 30, 2026, our effective income tax rate varies from the U.S. federal statutory rate primarily due to the impact of net losses in certain jurisdictions with no corresponding tax benefit due to increases in our valuation allowance and permanent adjustments associated with nondeductible transaction costs incurred in conjunction with the Business Combination, partially offset by the benefit from utilization of tax credits.

Previous wording

Our income tax expense and effective income tax rate for the three months ended March 31, 2026 vary from our income tax expense and effective income tax rate for the three months ended March 31, 2025 primarily as a result of the release of a valuation allowance in a non-U.S. jurisdiction during the three months ended March 31, 2026.

Current wording

Our income tax expense and effective income tax rate for the three months ended June 30, 2026 vary from our income tax expense and effective income tax rate for the three months ended June 30, 2025 primarily as a result of the items described in the preceding paragraph, as well as the mix of earnings on a jurisdictional basis.

Previous wording

The impact of the Business Combination on net sales for the first three months of 2026 was approximately $972 million. Excluding the impact of the Business Combination, the change in net sales in the first three months of 2026, as compared to the first three months of 2025, primarily reflects lower production volumes on certain vehicle programs that we support and a reduction of approximately $35 million as a result of the sale of AAM India Manufacturing Corporation Pvt., Ltd., which was completed on July 1, 2025. These decreases were partially offset by an increase of approximately $44 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 impact of the Business Combination on net sales for the first six months of 2026 was approximately $2,411 million. Excluding the impact of the Business Combination, the change in net sales in the first six months of 2026, as compared to the first six months of 2025, primarily reflects lower production volumes on certain vehicle programs that we support and a reduction of approximately $69 million as a result of the sale of AAM India Manufacturing Corporation Pvt., Ltd., which was completed on July 1, 2025. These decreases were partially offset by an increase of approximately $79 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 impact on cost of goods sold of the Business Combination was approximately $927 million for the first three months of 2026, which includes approximately $38 million for the step-up of inventory to fair value as a result of purchase accounting. Excluding the impact of the Business Combination, the change in cost of goods sold in the first three months of 2026, as compared to the first three months of 2025, primarily reflects an increase of approximately $39 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments, partially offset by a reduction of approximately $33 million as a result of the sale of AAM India Manufacturing Corporation Pvt., Ltd., as well as the impact of improved operating performance. For the three months ended March 31, 2026, material costs were approximately 52% of total cost of goods sold as compared to approximately 55% for the three months ended March 31, 2025.

Current wording

The impact on cost of goods sold of the Business Combination was approximately $2,227 million for the first six months of 2026, which includes approximately $38 million for the step-up of inventory to fair value as a result of purchase accounting. Excluding the impact of the Business Combination, the change in cost of goods sold in the first six months of 2026, as compared to the first six months of 2025, primarily reflects a reduction of approximately $65 million as a result of the sale of AAM India Manufacturing Corporation Pvt., Ltd., as well as the impact of lower production volumes on certain vehicle programs that we support, partially offset by an increase of approximately $71 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. For the six months ended June 30, 2026, material costs were approximately 52% of total cost of goods sold as compared to approximately 55% for the six months ended June 30, 2025.

Previous wording

Gross margin was 9.5% in the first three months of 2026, as compared to 12.3% in the first three months of 2025. 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 10.6% in the first six months of 2026, as compared to 12.7% in the first six months of 2025. 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 5.8% in the first three months of 2026 as compared to 6.4% in the first three months of 2025. R&D expense, net of customer ED&D recoveries, was approximately $51.6 million in the first three months of 2026, as compared to $36.3 million in the first three months of 2025. The change in SG&A in the first three months of 2026, as compared to the first three months of 2025, reflects an increase of approximately $39 million associated with the Business Combination. SG&A expense also reflects an increase in R&D spending in the first three months of 2026, as compared to the first three months of 2025, which was partially offset by the achievement of synergies as a result of the Business Combination.

Current wording

SG&A as a percentage of net sales was 5.7% in the first six months of 2026 as compared to 6.5% in the first six months of 2025. R&D expense, net of customer ED&D recoveries, was approximately $108.4 million in the first six months of 2026, as compared to $72.4 million in the first six months of 2025. In addition to the increase in R&D expense, the change in SG&A in the first six months of 2026, as compared to the first six months of 2025, reflects an increase of approximately $71 million associated with the Business Combination.

Previous wording

Amortization of Intangible Assets Amortization expense for the three months ended March 31, 2026 was $22.9 million, as compared to $20.6 million for the three months ended March 31, 2025.

Current wording

Amortization of Intangible Assets Amortization expense for the six months ended June 30, 2026 was $44.7 million, as compared to $41.0 million for the six months ended June 30, 2025.

Previous wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $98.9 million for the three months ended March 31, 2026, as compared to $19.7 million for the three months ended March 31, 2025.

Current wording

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $148.7 million for the six months ended June 30, 2026, as compared to $36.2 million for the six months ended June 30, 2025.

Previous wording

On February 3, 2026, we completed the Business Combination. During the three months ended March 31, 2026, we incurred $53.8 million of acquisition-related costs and $18.8 million of integration expenses associated with the Business Combination. Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred. Integration expenses primarily reflect costs incurred for professional fees incurred in conjunction with integration activities.

Current wording

During the six months ended June 30, 2026, we incurred approximately $57 million of acquisition-related costs and approximately $45 million of integration expenses associated with the Business Combination. Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred, as well as expenses related to compensation arrangements under the Co-operation Agreement associated with the Business Combination. Integration expenses primarily reflect costs for synergy attainment, including professional fees and severance incurred in conjunction with integration activities.

Previous wording

In 2026, we expect to incur approximately $100 million to $140 million of total restructuring charges. In addition, we expect to incur $60 million to $70 million of acquisition-related costs and $100 million to $125 million of integration costs in 2026 associated with the Business Combination. See Note 12 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Current wording

In 2026, we expect to incur approximately $90 million to $120 million of total restructuring charges. In addition, we expect to incur $60 million to $70 million of acquisition-related costs and $100 million to $120 million of integration costs in 2026 associated with the Business Combination. See Note 12 - Restructuring and Acquisition-Related Costs for additional detail regarding our restructuring, acquisition and integration activity.

Previous wording

Operating Income (Loss) Operating loss was $33.7 million in the first three months of 2026 as compared to operating income of $42.7 million in the first three months of 2025. Operating margin was (1.4)% in the first three months of 2026, as compared to 3.0% in the first three months of 2025. The changes in operating income and operating margin were due primarily to the factors discussed in Net Sales, Cost of Goods Sold, SG&A, Amortization of Intangible Assets and Restructuring and Acquisition-Related Costs above.

Current wording

Operating Income Operating income was $66.0 million in the first six months of 2026 as compared to $97.7 million in the first six months of 2025. Operating margin was 1.2% in the first six months of 2026, as compared to 3.3% in the first six months of 2025. The changes in operating income and operating margin were due primarily to the factors discussed in Net Sales, Cost of Goods Sold, SG&A and Restructuring and Acquisition-Related Costs above.

Previous wording

Interest Expense and Interest Income Interest expense was $89.6 million in the first three months of 2026 as compared to $42.9 million in the first three months of 2025. The weighted-average interest rate of our long-term debt outstanding was 7.1% for the three months ended March 31, 2026 and 6.9% for the three months ended March 31, 2025. The increase in interest expense the first three months of 2026, as compared to the first three months of 2025, primarily reflects the issuance of new indebtedness in connection with the Business Combination. We expect our interest expense for the full year 2026 to be approximately $340 million to $360 million.

Current wording

Interest Expense and Interest Income Interest expense was $179.4 million in the first six months of 2026 as compared to $86.0 million in the first six months of 2025. The weighted-average interest rate of our long-term debt outstanding was 7.2% for the six months ended June 30, 2026 and 6.7% for the six months ended June 30, 2025. The increase in interest expense during the first six months of 2026, as compared to the first six months of 2025, primarily reflects the issuance of new indebtedness in connection with the Business Combination. We expect our interest expense for the full year 2026 to be approximately $340 million to $360 million.

Previous wording

Interest income was $12.1 million in the first three months of 2026 as compared to $5.6 million in the first three months of 2025. In connection with the 6.375% senior secured notes due 2032 (the 6.375% Notes) and 7.75% senior unsecured notes due 2033 (the 7.75% Notes, and together with the 6.375% Notes, the Notes) issued by American Axle & Manufacturing, Inc. (AAM, Inc.) on October 3, 2025, we received approximately $4.6 million of interest income in the first quarter of 2026 on the proceeds from the Notes placed in segregated escrow accounts until the closing of the Business Combination on February 3, 2026. See Note 5 - Long-Term Debt for further detail on the financing for the Business Combination and the funds in escrow.

Current wording

Interest income was $19.3 million in the first six months of 2026, as compared to $11.2 million in the first six months of 2025. In connection with the 6.375% senior secured notes due 2032 (the 6.375% Notes) and 7.75% senior unsecured notes due 2033 (the 7.75% Notes, and together with the 6.375% Notes, the Notes) issued by American Axle & Manufacturing, Inc. (AAM, Inc.) on October 3, 2025, we received approximately $4.6 million of interest income in the first six months of 2026 on the proceeds from the Notes placed in segregated escrow accounts until the closing of the Business Combination on February 3, 2026. See Note 5 - Long-Term Debt for further detail on the financing for the Business Combination and the funds in escrow.

Previous wording

Debt Refinancing and Redemption Costs Debt refinancing and redemption costs were $3.0 million in the first three months of 2026 as compared to $3.3 million in the first three months of 2025.

Current wording

Debt Refinancing and Redemption Costs Debt refinancing and redemption costs were $3.9 million in the first six months of 2026, as compared to $3.3 million in the first six months of 2025. See Note 5 - Long-Term Debt for additional detail on our debt refinancing and redemption activities.

Previous wording

Gain on Business Combination Derivative In the first three months of 2026, we recognized a realized gain on the Business Combination Derivative of $12.9 million upon the completion of the Business Combination. In the first three months of 2025, we recognized an unrealized gain on the Business Combination Derivative of $21.9 million. See Note 6 - Derivatives for additional detail on the Business Combination Derivative.

Current wording

Gain on Business Combination Derivative In the first six months of 2026, we recognized a realized gain on the Business Combination Derivative of $12.9 million upon the completion of the Business Combination. In the first six months of 2025, we recognized an unrealized gain on the Business Combination Derivative of $68.2 million. See Note 6 - Derivatives for additional detail on the Business Combination Derivative.

Previous wording

Income from Equity-Method Affiliates Income from equity-method affiliates represents our proportionate share of earnings from equity in unconsolidated subsidiaries. In the first three months of 2026, we recognized income from equity-method affiliates of $10.3 million, as compared to $0.1 million in the first three months of 2025, primarily driven by our net share of income from Shanghai GKN HUAYU Driveline Systems Co Limited (SDS). See Note 15 - Investments in Equity-Method Affiliates for more information on our equity-method affiliates.

Current wording

Income from Equity-Method Affiliates Income from equity-method affiliates represents our proportionate share of earnings from equity in unconsolidated subsidiaries. In the first six months of 2026, we recognized income from equity-method affiliates of $27.7 million, as compared to $0.5 million in the first six months of 2025, primarily driven by our net share of income from Shanghai GKN HUAYU Driveline Systems Co Limited (SDS). See Note 15 - Investments in Equity-Method Affiliates for more information on our investment in SDS.

Previous wording

Other Expense, Net Other expense, net includes the net effect of foreign exchange gains and losses and all components of net periodic pension and postretirement benefit costs other than service cost. Other expense, net was $28.6 million in the first three months of 2026, as compared to $3.0 million in the first three months of 2025. The change in Other expense, net was primarily driven by changes in foreign exchange gains and losses in the first three months of 2026, as compared to the first three months of 2025.

Current wording

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $44.6 million in the first six months of 2026, as compared to income of $0.2 million in the first six months of 2025. The change in Other income (expense), net was primarily driven by changes in foreign exchange gains and losses in the first six months of 2026, as compared to the first six months of 2025, as well as increased net periodic pension and postretirement benefit costs as a result of the Business Combination.

Previous wording

Income Tax Expense (Benefit)Income tax benefit was $19.6 million for the three months ended March 31, 2026, as compared to expense of $14.0 million for the three months ended March 31, 2025. Our effective income tax rate was 16.4% in the first three months of 2026 as compared to 66.4% in the first three months of 2025.

Current wording

Income Tax Expense (Benefit)Income tax expense (benefit) was a benefit of $3.5 million for the six months ended June 30, 2026, as compared to expense of $42.1 million for the six months ended June 30, 2025. Our effective income tax rate was 3.4% in the first six months of 2026 as compared to 47.6% in the first six months of 2025.

Previous wording

Net Income (Loss) Attributable to Dauch and Earnings (Loss) Per Share (EPS) Net loss attributable to Dauch was $100.3 million in the first three months of 2026, as compared to income of $7.1 million in the first three months of 2025. Diluted loss per share was $0.52 in the first three months of 2026, as compared to diluted earnings per share of $0.06 per share in the first three months of 2025. Net income (loss) attributable to Dauch and EPS for the first three months of 2026 and 2025 were primarily impacted by the factors discussed above.

Current wording

Net Income (Loss) Attributable to Dauch and Earnings (Loss) Per Share (EPS) Net loss attributable to Dauch was $99.3 million in the first six months of 2026, as compared to income of $46.4 million in the first six months of 2025. Diluted loss per share was $0.46 in the first six months of 2026, as compared to diluted earnings per share of $0.38 per share in the first six months of 2025. Net income (loss) attributable to Dauch and EPS for the first six months of 2026 and 2025 were primarily impacted by the factors discussed above.

Previous wording

On February 3, 2026, we completed the Business Combination and we began consolidating the results of Dowlais on that date, which are reported in our Driveline and Metal Forming segments for the three months ended March 31, 2026. Additionally, in the first quarter of 2026, we moved certain plant locations that were previously reported under our Metal Forming segment to our Driveline segment in order to better align our product and process technologies. The amounts in the tables below for the three months ended March 31, 2025 have been recast to reflect this reorganization.

Current wording

On February 3, 2026, we completed the Business Combination and we began consolidating the results of Dowlais on that date, which are reported in our Driveline and Metal Forming segments for the three and six months ended June 30, 2026. Additionally, in the first quarter of 2026, we moved certain plant locations that were previously reported under our Metal Forming segment to our Driveline segment in order to better align our product and process technologies. The amounts in the tables below for the three and six months ended June 30, 2025 have been recast to reflect this reorganization.

Previous wording

The following table represents sales by reportable segment for the three months ended March 31, 2026 and 2025(in millions):

Current wording

The following table represents sales by reportable segment for the three and six months ended June 30, 2026 and 2025(in millions):

Previous wording

The increase in Driveline sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily reflects an increase of approximately $768 million associated with the impact of the Business Combination, as well as an increase associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. These increases were partially offset by a reduction of approximately $35 million resulting from the sale of AAM India Manufacturing Corporation Pvt., Ltd., which was completed on July 1, 2025.

Current wording

The increase in Driveline sales for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily reflects an increase of approximately $1,123 million associated with the impact of the Business Combination, as well as an increase associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. These increases were partially offset by a reduction of approximately $34 million resulting from the sale of AAM India Manufacturing Corporation Pvt., Ltd., which was completed on July 1, 2025.

Previous wording

The increase in Metal Forming sales for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily reflects an increase of approximately $204 million associated with the impact of the Business Combination.

Current wording

The increase in Metal Forming sales for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily reflects an increase of approximately $316 million associated with the impact of the Business Combination. The increase in Metal Forming sales for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily reflects an increase of approximately $520 million associated with the impact of the Business Combination.

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 months ended March 31, 2026 and 2025 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 six months ended June 30, 2026 and 2025 are as follows(in millions):

Previous wording

For the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, the increase in Segment Adjusted EBITDA for the Driveline segment reflects the impact of the Business Combination.

Current wording

For the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, the increase in Segment Adjusted EBITDA for the Driveline segment reflects the impact of the Business Combination. In addition, the six months ended June 30, 2026 reflects the impact of approximately $8 million of favorability from the net effect of metal market pass-throughs to our customers and foreign exchange related to translation adjustments.

Previous wording

For the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, the change in Segment Adjusted EBITDA for the Metal Forming segment reflects the impact of the Business Combination, as well as improved operating performance.

Current wording

For the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, the change in Segment Adjusted EBITDA for the Metal Forming segment reflects the impact of the Business Combination, as well as improved operating performance, partially offset by the impact of lower production volumes on certain vehicle platforms that we support.

Previous wording

For the three months ended March 31, 2026, based in part on our recent Business Combination and to more effectively measure our global business profile, we revised our definition of Adjusted EBITDA to exclude the impact of unrealized foreign exchange gains and losses on acquired U.S. Private Placement Notes, mark-to-market on nondesignated foreign exchange derivatives assumed as part of the Business Combination with Dowlais, gains and losses on the disposal of property, plant and equipment, and amortization of the acquisition intangible asset attributable to our investment in Shanghai GKN HUAYU Driveline Systems Co Limited (SDS). We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. As revised, 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 the derivative associated with our Business Combination with Dowlais, interest income on debt held in escrow, gains or losses on equity securities, impairment charges, unrealized foreign exchange gains and losses on acquired U.S. Private Placement Notes, mark-to-market on nondesignated foreign exchange derivatives assumed as part of the Business Combination with Dowlais, gains and losses on the disposal of property, plant and equipment, amortization of the acquisition intangible asset attributable to our investment in SDS, net of tax, and non-recurring items.

Current wording

For the three and six months ended June 30, 2026, based in part on our recent Business Combination and to more effectively measure our global business profile, we revised our definition of Adjusted EBITDA to exclude the impact of unrealized foreign exchange gains and losses on acquired U.S. Private Placement Notes, mark-to-market on nondesignated foreign exchange derivatives assumed as part of the Business Combination with Dowlais, gains and losses on the disposal of property, plant and equipment, and amortization of the acquisition intangible asset attributable to our investment in Shanghai GKN HUAYU Driveline Systems Co Limited (SDS). We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. As revised, 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 the derivative associated with our Business Combination with Dowlais, interest income on debt held in escrow, gains or losses on equity securities, impairment charges, unrealized foreign exchange gains and losses on acquired U.S. Private Placement Notes, mark-to-market on nondesignated foreign exchange derivatives assumed as part of the Business Combination with Dowlais, gains and losses on the disposal of property, plant and equipment, amortization of the acquisition intangible asset attributable to our investment in SDS, net of tax, and non-recurring items.

Previous wording

At March 31, 2026, we had approximately $2.6 billion of liquidity consisting of approximately $1.0 billion of cash and cash equivalents, approximately $1.5 billion of available borrowings under our Revolving Credit Facility and approximately $100 million of available borrowings under non-U.S. credit facilities. We have no significant debt maturities before 2028.

Current wording

At June 30, 2026, we had approximately $2.5 billion of liquidity consisting of approximately $881 million of cash and cash equivalents, approximately $1.5 billion of available borrowings under our Revolving Credit Facility and approximately $100.0 million of available borrowings under non-U.S. credit facilities. Following the redemption of the remaining portion of our 6.875% Notes due 2028 in August 2026, we have no significant debt maturities before 2029.

Previous wording

Operating Activities In the first three months of 2026, net cash used in operating activities was $64.4 million as compared to net cash provided by operations of $55.9 million in the first three months of 2025. The following factors impacted cash from operating activities in the first three months of 2026, as compared to the first three months of 2025:

Current wording

Operating Activities In the first six months of 2026, net cash provided by operating activities was $43.1 million as compared to $147.8 million in the first six months of 2025. The following factors impacted cash from operating activities in the first six months of 2026, as compared to the first six months of 2025:

Previous wording

Accounts receivable For the three months ended March 31, 2026, we experienced a decrease in cash flow from operating activities of approximately $71 million related to the change in our accounts receivable balance from December 31, 2025 to March 31, 2026, as compared to the change in our accounts receivable balance from December 31, 2024 to March 31, 2025. This change was primarily the result of timing of sales to customers in the applicable periods, as well as the timing of collections on customer receivables due, in part, to our participation in various receivable factoring programs, including an early payment program offered by our largest customer. These programs allow us to sell certain of our receivables to third parties at our discretion, and we utilize these programs from time to time.

Current wording

Accounts receivable For the six months ended June 30, 2026, we experienced a decrease in cash flow from operating activities of approximately $38 million related to the change in our accounts receivable balance from December 31, 2025 to June 30, 2026, as compared to the change in our accounts receivable balance from December 31, 2024 to June 30, 2025. This change was primarily the result of timing of sales to customers in the applicable periods, as well as the timing of collections on customer receivables due, in part, to our participation in various receivable factoring programs, including an early payment program offered by our largest customer. These programs allow us to sell certain of our receivables to third parties at our discretion, and we utilize these programs from time to time.

Previous wording

Accounts payable and accrued expenses For the three months ended March 31, 2026, we experienced an increase in cash flow from operating activities of approximately $62 million related to the change in our accounts payable and accrued expenses balance from December 31, 2025 to March 31, 2026, as compared to the change in our accounts payable and accrued expenses balance from December 31, 2024 to March 31, 2025. This change was primarily the result of the timing of payments to suppliers in the applicable periods.

Current wording

Accounts payable and accrued expenses For the six months ended June 30, 2026, we experienced a decrease in cash flow from operating activities of approximately $53 million related to the change in our accounts payable and accrued expenses balance from December 31, 2025 to June 30, 2026, as compared to the change in our accounts payable and accrued expenses balance from December 31, 2024 to June 30, 2025. This change was primarily the result of the timing of payments to suppliers in the applicable periods.

Previous wording

Income taxes paid, net Income taxes paid, net was $27.6 million for the three months ended March 31, 2026, as compared to $15.2 million for the three months ended March 31, 2025. The increase in income taxes paid, net was primarily attributable to the Business Combination. For the full year 2026, we estimate income taxes paid, net to be in the range of $160 million to $170 million.

Current wording

Income taxes paid, net Income taxes paid, net was $80.5 million for the six months ended June 30, 2026, as compared to $27.6 million for the six months ended June 30, 2025. The increase in income taxes paid, net was primarily attributable to the Business Combination. For the full year 2026, we estimate income taxes paid, net to be in the range of $160 million to $170 million.

Previous wording

Restructuring and acquisition-related costs For the full year 2026, we expect restructuring payments in cash flows from operating activities to be approximately $110 million to $150 million and we expect the timing of cash payments to approximate the timing of charges incurred. In addition, we expect acquisition-related payments in cash flows from operating activities to be approximately $130 million to $150 million and we expect integration payments to be approximately $100 million to $125 million in connection with the Business Combination.

Current wording

Restructuring and acquisition-related costs In the first six months of 2026, cash payments for restructuring activities were $76 million, while cash payments for acquisition-related costs were $147 million and cash payments for integration activities totaled $36 million. For the full year 2026, we expect restructuring payments in cash flows from operating activities to be approximately $115 million to $150 million. In addition, we expect acquisition-related payments in cash flows from operating activities to be approximately $150 million to $160 million and we expect integration payments to be approximately $95 million to $110 million in connection with the Business Combination.