2020 ANNUAL REPORT
2020 FINANCIAL
HIGHLIGHTS
$4.7B
SALES
$720M
ADJUSTED EBITDA
OVER
$450MCASH PROVIDED
BY OPERATING
ACTIVITIES
REDUCED TOTAL
DEBT BY MORE THAN
$190M
AAM DELIVERS POWER THAT MOVES THE WORLD.
As a leading global tier 1 automotive supplier, AAM designs, engineers and manufactures
driveline and metal forming technologies that are making the next generation of vehicles smarter,
lighter, safer and more efficient. Headquartered in Detroit, AAM has approximately 20,000
Associates operating at nearly 80 facilities in 17 countries to support our customers on global
and regional platforms with a focus on quality, operational excellence and technology leadership.
To learn more, visit aam.com.
FOR AAM, 2020 WAS A YEAR OF
RESILIENCE,
RECOVERYAND
RESURGENCE.
RESILIENCE in the adjustments we made to our business and cost structure
in the face of a global pandemic and related industry production shutdowns
and reduced consumer demand.
RECOVERY in the ramp-up and stabilization of our
operations and customer production schedules.
RESURGENCE in our financial performance in the second half
of the year and our commitment to innovative electrified propulsion technologies.
Overall, while this year was certainly challenging, we have emerged stronger,
leaner and ready for the road ahead.
3
3
2021 Chevrolet Tahoe RST
Like much of the global auto industry, AAM was impacted by
the COVID-19 pandemic as automotive production in the
first half of 2020 experienced temporary but disruptive
plant shutdowns. As such, we immediately instituted
our downside protection playbook and swiftly
published and implemented our AAM POWERing
Up comprehensive guide on COVID-19 workplace
safety and facility readiness, making
significant and important updates to
AAM’s health and safety protocols
around the world to protect our
Associates and communities.
We flexed our variable
expenses and took action
to structurally reduce our
fixed costs. While the first
half of 2020 presented significant challenges, the second
half realized substantial recovery in both our customers’
production schedules and our financial results as we safely
and effectively restarted operations. We ended the year with
positive momentum and in a stronger financial position.
The global automotive market saw unprecedented disruptions,
starting with China in January, followed by Europe and North
America in March. By June, China had fully recovered to
pre-COVID-19 levels and the U.S. reached
back to the 16 million SAAR level by the end of
third quarter. Importantly for AAM, consumer trends
related to vehicle mix continued to increase towards
pickup trucks, SUVs and crossovers – undeterred
by the impact of the pandemic. In 2020, sales of light
trucks (including crossovers) represented over 76% of the
U.S. market, an increase from 72% the year before, and
a continuation of a long-term trend in the industry. AAM
continues to benefit from its market position on the right
vehicles in the right markets, which was an important factor
in our resiliency, recovery and resurgence during the year.
The challenges we faced during the year required
us to focus intensely on customer satisfaction,
launch readiness and protecting continuity of supply,
and we were recognized by our customers for our excellence in
these areas. For the fourth consecutive year, AAM was awarded
a GM Supplier of the Year award, which is a great honor from
one of our largest customers. We earned 13 customer quality
awards, which is a sign from our customers that we are doing
things right. Yet, despite the disruption in our business and
industry during the year, we performed our launch activities with
operational excellence and a strong focus on our customers.
We managed through another unfortunate event
4
"OUR STRONG OPERATING
PERFORMANCE AND FREE CASH FLOW
ALLOWED US TO MAINTAIN A STRONG
LIQUIDITY POSITION THROUGHOUT THE
YEAR, REDUCE DEBT AND INVEST IN
CRITICAL TECHNOLOGY AND CAPITAL
INITIATIVES SUPPORTING FUTURE
GROWTH FOR AAM."
in September 2020, when our Malvern Manufacturing Facility experienced a
significant industrial fire. Thankfully, all Associates were evacuated safely
without injury. Our team did a phenomenal job working with our customers and
suppliers, as well as AAM facilities around the globe, to manage this immense
challenge and avoid customer supply disruptions. Our ability to quickly and
effectively implement our disaster management plan earned accolades from
our customers and mitigated the financial implications of this event for AAM and
our stakeholders.
All in all, AAM’s financial results reflect the resilience, recovery and resurgence we
experienced during the year. For full year 2020, we achieved $4.7 billion in sales and
$720 million in Adjusted EBITDA.
We were also able to generate over $450 million of cash from operations by focusing
on key cash flow generating initiatives to offset the impact of COVID-19, such
as reducing inventory levels by $50 million compared to the prior year.
While these results were below the targets we set at the beginning of the year before the
pandemic affected our business, they do highlight the strength of our market position,
ability to adjust our operations and variable cost structure to address the changing
market demand and the impact of cost controls and cash preservation actions.
5
Baojun E300 Plus
Chrysler Pacifica
Electronic slip differential
AAM SUCCESSFULLY
LAUNCHED 17 KEY
PRODUCT PROGRAMS
for our customers during 2020. Key launches include:
40 kW Electric Drive Unit for the all-electric Baojun E300 Plus from SAIC-GM-Wuling—
our first eDrive program in China.
Front and rear axles for GM’s all-new, full-size SUVs including the Escalade,
Yukon, Tahoe and Suburban.
EcoTrac® PTUs and RDMs for the new all-wheel-drive Chrysler Pacifica.
Vibration Controls Products supporting downsized engines and hybrid powertrains
for customers such as Daimler and Jaguar Land Rover.
Electronic limited slip differentials for the Mercedes AMG GLS SUV.
We serve a broad and diverse customer base with technologies that meet stringent customer
requirements and are addressing the global market trends. We are proud to deliver smart and efficient
POWER for a broad range of powertrain portfolios to our customers globally.
6
Electric drive technology
featured on the Jaguar I-PACE
Jaguar I-PACE
TECHNOLOGIES FOR ELECTRIC VEHICLES REPRESENT A
GROWING PORTION OF OUR NEW BUSINESS BACKLOG AND
FUTURE QUOTING AND EMERGING OPPORTUNITIES.
Our portfolio includes Electric Drive units for hybrid and
electric vehicles as well as components and subassemblies to
complement electric motors including gearboxes, differential
assemblies, vibration control systems, electronic limited slip
differentials and helical gears.
This year we continued to
enhance our technology
leadership, driving critical
initiatives and investing in
growth opportunities in
electrification. In recognition
of our Electric Drive technology on the Jaguar I-PACE, AAM
was awarded two PACE Awards. The Automotive News PACE
Awards recognize automotive suppliers for superior innovation,
technological advancement and business performance and
are accepted around the world as the industry benchmark for
innovation. We are very honored to win these awards.
Inovance Automotive will add
an exciting new offering to
AAM’s fast-growing portfolio
of scalable 3-in-1 electric
drive systems and accelerate our ability to bring new cost
competitive technologies to market. We are excited to
collaborate with such a highly accomplished and innovative
provider of power electronics technology. The partnership
between AAM and Inovance Automotive will strengthen
both companies’ positions as leading providers of electric-
propulsion technology in China and the global automotive
markets with next-generation integrated electric drive units
that offer best-in-class power density and efficiency.
Heading into 2021, we will continue to support our customers
on current electric drive programs as well as several important
launches featuring our electric drive systems and electric
powertrain components in each of AAM’s key markets.
In addition, we announced a technology development
agreement with Suzhou Inovance Automotive Ltd. (Inovance
Automotive), a leading provider of automotive power
electronics and powertrain systems in China that will
accelerate the development and delivery of scalable, next-
generation 3-in-1 electric drive systems, which integrates
an inverter, electric motor and gearbox. Our cooperation with
Additionally, we plan to differentiate AAM in the
EV market by further maturing the design and
development of our next-generation electric drive units
to deliver efficiency, cost, and performance advantages, while
advancing our expertise in motors, inverters, software and
controls.
7
DURING 2020,
AAM WAS PROUD TO PUBLISH OUR
FIRST SUSTAINABILITY REPORT.
2019 SUSTAINABILITY REPORT
MARCH 2020
During 2020, AAM published our first Sustainability
Report detailing our Environmental, Social and
Governance (ESG) practices and achievements.
Sustainability has been part of our Cultural Values and
Strategic Principles since we were founded in 1994, but
in past years, we were able to strengthen and improve
how we monitor and report the performance of our
Sustainability Program and our Top 10 Sustainability
Priority Topics. We are well on our way to achieving
our goals to lower energy use and the environmental
impact of our operations to reduce emissions and
making investments in our Associates around the world.
We were recognized in multiple ways for our
commitment to sustainability. For the second year in
a row, our Rayong Manufacturing Facility in Thailand
received a Corporate Social Responsibility Award from
the American Chamber of Commerce, highlighting the
facility’s work in environmental, social and governance
programs. AAM was also named to Newsweek’s list
of America’s Most Responsible Companies and the
annual Forbes list of the World’s Best Employers for
2020. Additionally, AAM was ranked 1st overall out of
81 small cap, consumer companies for our Financially
Material ESG Disclosures by Institutional Investor.
This recognition is further validation that the recent
enhancements we have made to our Sustainability
Program are driving change and helping us
build a better future faster for our Associates
and communities.
88
AAM’s Rayong Manufacturing Facility was recognized for
its commitment to Corporate Social Responsibility.
In early March 2020, AAM celebrated International Women’s Day with a presentation on the importance
of community, mentorship, and giving back to those in need.
The POWER of our Associates
During 2020, we worked to enhance our diversity, equity, and inclusion policies throughout
our global operations. As we moved into 2021, we solidified our diversity, equity and
equality statement and began conveying it to our Associates across the globe.
At AAM, we believe diversity drives creativity. We believe an equitable and inclusive
culture encourages, supports and celebrates the unique voices of our global
workforce. AAM is committed to listening, learning and taking action that will move
our company and our communities forward, together.
Our DEI statement embodies the importance of diversity in our workforce. Our entire
organization is committed to developing and executing goals and policies as well as
providing training and development of our Associates, who strengthen and promote the
diversity of our organization. To that end, we have established a DEI Steering Committee,
a cross-functional and diverse group of Associates, to provide guidance and direction in
support of our diversity statement.
In 2020, Automotive News named AAM’s Vice President of Global Supply Chain
Management, Faith Wandrie, as one of the 100 Leading Women in the North American
auto industry. The list, which is compiled every 5 years, recognizes top female leaders
at automakers, suppliers and dealership organizations. We celebrate Faith’s dedication
to excellence.
We are also proud of our resource group for AAM women, POWher, which quickly adapted
to a virtual format for much of 2020. These women gathered virtually to network and
share insights via regular meetings. This enabled our people to continue connecting until
in-person events and meetings could begin again.
9
AAM’s GMC plant in Mexico donated new toys
to a local school.
AAM partnered with key suppliers to safely participate in a day of service in
support of Detroit’s Life Remodeled. Volunteers removed blight and debris from
the front yards of vacant properties.
TeamAAM in Mexico also came together
to donate more than $4,300 to the
Mexican Red Cross.
AAM donated supplies and masks for
essential and hospital workers.
Members of AAM’s IT team sewed
more than 8,300 reusable masks
for essential workers.
POWERING OUR COMMUNITIES
AROUND THE WORLD.
A commitment to the communities where Associates live
and work has always been an integral part of AAM’s culture.
We started the year dedicated to providing service to our
communities and that didn’t change during the pandemic.
We shifted gears and found creative ways to safely support
the organizations that needed help throughout the year.
Working with several local organizations, AAM provided more
than 2,700 meals to hospitals to feed doctors, nurses and
support teams during the pandemic. The meals were sourced
from independent or family-owned restaurants, many of which
were affected by in-dining closures.
way of supporting essential workers who were serving and
protecting our communities.
AAM also provided much-needed PPE, including face
masks, hand sanitizer and protective items to hospitals, first
responders and emergency workers near our global facilities. In
addition, we continued our support of charitable organizations
committed to helping local families and youth, and promoting
education, wellness and social equality, including the Boys and
Girls Clubs of Southeastern Michigan, Boy Scouts of America
Great Lakes Council, United Way of Southeastern Michigan
and St. Jude Children’s Research Hospital.
We also helped provide more than 2,400 meals to the Detroit
and Hamtramck Police Departments and approximately 800
meals to the Detroit Fire Department. For AAM, it was a small
Despite the challenges posed by COVID-19, AAM was able
to keep its 2020 Summer Internship Program in place by
offering students an entirely virtual experience as we place
great importance on the co-op experience.
10
ON BEHALF OF THE ENTIRE MANAGEMENT TEAM
AND BOARD OF DIRECTORS, I WANT TO THANK THE
GLOBAL AAM TEAM WHO, THROUGH THEIR SUPPORT,
PERSEVERANCE AND TEAMWORK, ALLOWED US TO
SAFELY NAVIGATE A CHALLENGING AND DYNAMIC YEAR.
As we look forward to 2021 and beyond, I am confident that AAM is well positioned to be
successful today and in the future. The automotive market continues to favor light trucks, a
trend that is expected to drive global production growth and benefit AAM. Furthermore, we
will continue to invest in new mobility technologies, building upon our award-winning eDrive,
while remaining focused on optimizing our cost structure to further strengthen and improve our
financial profile. The industry is shifting to electric vehicles, and we intend to quickly establish
AAM as an innovative leader in the global electric driveline market and be the supplier of choice
for all facets of our customers’ powertrain needs.
As always, thank you for your continued support and stay safe.
David C. Dauch
Chairman and Chief Executive Officer
11
BRINGING THE
FUTURE FASTER:
Highly Integrated, Highly Scalable Electric Propulsion Solutions for Global Automakers
AAM’s team of forward thinkers are designing and engineering
advanced electric propulsion technology that is not only industry
leading but also scalable across all light vehicle segments.
We are proud to have successfully launched multiple electric drive
programs and look forward to additional program launches in 2021
and 2022 in each of our key automotive markets. The interest in our
Electric Drive technology continues to gain momentum with global
OEMs. New business related to eDrive represents a growing portion
of our new business backlog as well as quoting and emerging new
business opportunities. We view the increasing share of electric
vehicles as a key growth opportunity for AAM.
While we have been successful in winning new business with our
current technology, we are not sitting still. We recently created a
dedicated electrification team to further enhance agility and time
to market. Leveraging our award-winning technology in Jaguar’s
first pure-electric model, the I-PACE, this team is developing AAM’s
next-generation systems.
Our next-generation technology centers around highly integrated
systems, allowing for robust power-density, high-efficiency,
compact design, and compelling value for automakers. As such,
AAM announced an exciting technology development agreement
that will help accelerate the development and delivery of these
drive systems around the globe and particularly in China. AAM
and Suzhou Inovance Automotive Ltd. (Inovance Automotive), a
leading provider of automotive power electronics and powertrain
systems in China, signed a technology development agreement
that leverages each company’s expertise in electric propulsion
technology. With our partner, we have launched the first of four
programs of our fully integrated electric drive units from AAM’s
Changshu Manufacturing Complex.
12
Our electric drive unit technology is segment-agnostic. We
have the capability of powering premium hybrid performance
cars as well as fully electric small cars to full-size trucks. To
demonstrate this new technology, we recently showcased
a prototype, fully electric pickup truck utilizing our latest
technology with a single motor in the front and dual-motor
and locking differential in the rear. The building block for
the electric drive units (eDU) is a 155kW permanent magnet
e-machine with high rotational speeds, which generates
significant vehicle power. Each of the three eDUs has an
integrated gearbox and inverter, generating exceptional
power and performance. Based on our competitive market
benchmarking and feedback from the OEM community, we
expect significant interest from existing and potential new
customers in our electric pickup driveline systems.
The trend is clear – electrified vehicles are where the industry
will see its most significant growth. Over the last few years,
AAM has shifted significant research and development
investment and resources to focus on this trend, and we are
well prepared and positioned to be an important player as
this trend continues to develop. We believe we have the right
technology and manufacturing footprint to support that global
growth and benefit from the propulsion shift.
13
13
LEADERSHIP
As of March 11. 2021
OFFICERS
David C. Dauch
Chairman of the Board &
Chief Executive Officer
Michael K. Simonte
President
David E. Barnes
Vice President &
General Counsel
Greg Deveson
President – Driveline
Terri M. Kemp
Vice President –
Human Resources
Michael J. Lynch
Vice President –
Finance & Controller
Christopher J. May
Vice President &
Chief Financial Officer
Norman Willemse
President – Metal Forming
BOARD OF DIRECTORS
David C. Dauch 4
Chairman of the Board &
Chief Executive Officer
Elizabeth A. Chappell 2, 5
Former Owner
RediMinds, Inc.
William L. Kozyra 2, 3, 5
President and Chief Executive Officer
TI Fluid Systems, PLC
James A. McCaslin 1, 2, 3, 4, 5
Retired President & Chief Operating Officer
Harley-Davidson Motor Company
John F. Smith 1, 4, 5
Principal of Eagle Advisors
Retired Group Vice President, General Motors
Samuel Valenti III 1, 2, 3
Chairman & Chief Executive Officer
Valenti Capital LLC
William P. Miller II 1, 5
Senior Managing Director: Capital
Markets, Investments and Governance
Financial Markets International, Inc.
Herbert K. Parker 1, 2
Retired Executive Vice President
of Operational Excellence and Chief Financial
Officer, Harman International
Peter D. Lyons 2, 3
Partner
Freshfields Bruckhaus Deringer US LLP
Sandra E. Pierce 1, 3
Senior Executive Vice President
Huntington Bank
Board Committee Assignments
1 Audit Committee
2 Nominating/Corporate Governance Committee
3 Compensation Committee
4 Executive Committee
5 Technology Committee
14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 1-14303
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
One Dauch Drive, Detroit, Michigan
(Address of principal executive offices)
38-3161171
(I.R.S. Employer
Identification No.)
48211-1198
(Zip Code)
313-758-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share
AXL
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ”and “emerging growth company” in Rule 12b-2 of the
Exchange Act).
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The closing price of the Common Stock on June 30, 2020 as reported on the New York Stock Exchange was $7.60 per share and the aggregate market value of
the registrant's Common Stock held by non-affiliates was approximately $850.4 million. As of February 9, 2021, the number of shares of the registrant's Common
Stock, $0.01 par value, outstanding was 113,295,610 shares.
Documents Incorporated by Reference
Portions of the registrant's Annual Report to Stockholders for the year ended December 31, 2020 and Proxy Statement for use in connection with its Annual
Meeting of Stockholders to be held on May 6, 2021, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days
after December 31, 2020, are incorporated by reference in Part I (Items 1, 1A, 1B, 2, 3 and 4), Part II (Items 5, 6, 7, 7A, 8, 9, 9A and 9B), Part III (Items 10, 11, 12,
13 and 14) and Part IV (Item 15) of this Report.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
TABLE OF CONTENTS - ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2020
Part I
Item 1
Business
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Part II
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8
Item 9
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Item 9A Controls and Procedures
Item 9B Other Information
Part III
Item 10 Directors, Executive Officers and Corporate Governance
Item 11
Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14 Principal Accounting Fees and Services
Part IV
Item 15 Exhibits and Financial Statement Schedules
Page
Number
2
10
17
18
18
18
19
20
22
42
43
97
97
97
98
98
98
98
98
99
1
Item 1.
Business
Part I
As used in this report, except as otherwise indicated in information incorporated by reference, references to “our
Company,” "we," "our," "us" or “AAM” mean American Axle & Manufacturing Holdings, Inc. (Holdings) and its
subsidiaries and predecessors, collectively.
General Development of Business
Holdings, a Delaware corporation, is a successor to American Axle & Manufacturing of Michigan, Inc., a
Michigan corporation, pursuant to a migratory merger between these entities in 1999.
In 2017, Alpha SPV I, Inc., a wholly-owned subsidiary of Holdings, merged with and into Metaldyne
Performance Group, Inc. (MPG), with MPG as the surviving corporation in the merger. Upon completion of the
merger, MPG became a wholly-owned subsidiary of Holdings.
Narrative Description of Business
Company Overview
We are a global Tier 1 supplier to the automotive industry. We design, engineer and manufacture driveline and
metal forming products that are making the next generation of vehicles smarter, lighter, safer and more efficient. We
employ approximately 20,000 associates, operating at nearly 80 facilities in 17 countries, to support our customers
on global and regional platforms with a focus on operational excellence, quality and technology leadership.
Major Customers
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 (SUV), 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 39% of our consolidated net sales in 2020, 37% in 2019, and 41% in
2018.
We also supply driveline system products to FCA US LLC (FCA, now part of Stellantis N.V. effective January
2021) for programs including the heavy-duty Ram full-size pickup trucks and its derivatives, the AWD Chrysler
Pacifica and the AWD Jeep Cherokee. In addition, we sell various products to FCA from our Metal Forming
segment. Sales to FCA were approximately 19% of our consolidated net sales in 2020, 17% in 2019 and 13% in
2018.
We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs
including the Ford Edge, Ford Escape, Lincoln Nautilus, and we sell various products to Ford from our Metal
Forming segment. Sales to Ford were approximately 12% of our consolidated net sales in 2020, 9% in of 2019 and
8% in 2018.
2
Business Strategy
We have aligned our business strategy to build value for our key stakeholders. We accomplish our strategic
objectives by capitalizing on our competitive strengths and continuing to diversify our customer, product and
geographic sales mix, while providing exceptional value to our customers.
Competitive Strengths
We achieve our strategic objectives by emphasizing a commitment to:
Sustaining our operational excellence and focus on cost management.
•
•
AAM received the 2019 GM Supplier of the Year Award, which is awarded to suppliers that consistently
exceed GM's expectations, create outstanding value or bring new innovations to GM. This was the fourth
consecutive year we received this award.
AAM was named a 2020 finalist for FCA's North America Supplier of the Year Award for Sustainability,
which recognizes companies that have shown an exceptional commitment to FCA by providing innovative
and high-quality products and services.
• We continue to deliver operational excellence by leveraging our global standards, policies and best
practices across all disciplines through the use of the AAM Operating System. We use this system to
focus on customer satisfaction, lean production and efficient cost management, which allows us to
improve quality, eliminate waste, and reduce lead time and total costs globally. Additionally, we have
continued our emphasis on cost management in order to mitigate the financial impact of the reduction in
global automotive production volumes during 2020 as a result of COVID-19.
• We have established a cost competitive, operationally flexible global manufacturing, engineering and
sourcing footprint to increase our presence in global growth markets, support global product development
initiatives and establish regional cost competitiveness.
• Our business is vertically integrated to reduce cost and mitigate risk. Our Metal Forming segment, in
addition to supplying component parts to many external customers, is a key supplier to our Driveline
segment, ensuring continuity of supply for certain parts to our largest manufacturing facilities.
•
During 2020, we launched 17 programs across our business units, supporting a variety of customers
including GM, FCA and Daimler AG. In 2021, we expect to launch approximately 10 new and replacement
programs across our business units.
Maintaining our high quality standards, which are the foundation of our product durability and reliability.
•
•
•
AAM has a robust internal quality assurance system that drives continuous improvement to meet and
exceed the growing expectations of our original equipment manufacturer (OEM) customers.
In 2020, eight of our global facilities received the GM Supplier Quality Excellence Award for outstanding
quality performance during the 2019 performance year. For our Changshu Manufacturing Facility in
China, it was the sixth consecutive year that they earned this award.
AAM was recognized in 2020 by Ford for several awards for the 2019 performance year, including the
Silver World Excellence Award for quality at our Valencia, Spain facility which recognizes top-performing
suppliers for their contributions to Ford's success, the Zero Defects Award at our Barcelona, Spain facility
and the Outstanding Support and Supplier Quality Award at our North Vernon, Indiana facility.
• Our Pyeongtaek, South Korea facility was awarded the Hyundai Supplier of the Year Award for safety
management, which recognizes facilities that meet or exceed Hyundai's environmental, health and safety
standards.
3
Achieving technology leadership by delivering innovative products which improve the diversification of our
product portfolio while increasing our total global served market.
•
•
•
AAM's significant investment in research and development (R&D) has resulted in the development of
advanced technology products designed to assist our customers in meeting the market demands for
advanced, sophisticated electronic controls; improved fuel efficiency; lower emissions; enhanced power
density; improved safety, ride and handling performance; and enhanced reliability and durability.
AAM's all-new Electric Drive (eDrive) Technology is designed, engineered and manufactured to provide a
diverse and scalable product portfolio of hybrid and electric driveline systems to our customers that range
from low-cost value-oriented offerings to high-performance solutions. These hybrid and electric driveline
systems leverage AAM's experience in power density, torque transfer, noise-vibration-harshness
reduction, heat management and systems integration, and are designed to improve fuel efficiency, reduce
CO2 emissions and provide AWD capability. Further, we recently entered into a technology development
agreement with Suzhou Inovance Automotive Ltd., a leading provider of automotive power electronics and
powertrain systems in China, to accelerate the development and delivery of scalable, next-generation 3-
in-1 electric drive systems, which integrate an inverter, electric motor and gearbox.
To date, our hybrid and electric driveline systems have been awarded multiple contracts, including the
front and rear electric drive units featured on the Jaguar I-PACE AWD crossover vehicle. For our content
on the Jaguar I-PACE, AAM was awarded a 2020 Innovation Award and a 2020 Partnership Award by the
Automotive News PACE Awards, which recognizes automotive suppliers for superior innovation,
technological advancement and business performance. These awards are widely regarded as an
industry benchmark for innovation.
• We expect to launch several additional programs for hybrid and electric vehicles, including multiple
variants of a high-performance hybrid system with a premium European OEM, as well as an electric
commercial vehicle with a new customer, and component parts for an electric pick-up truck.
•
•
AAM's EcoTrac® Disconnecting AWD system (EcoTrac® ) is a fuel-efficient driveline system that provides
OEMs the option of an all-wheel-drive system that disconnects when not needed to improve fuel
efficiency and reduce CO2 emissions compared to conventional AWD systems. AAM's EcoTrac® is
featured on several global crossover platforms, including platforms with GM, FCA and Ford.
AAM has established a high-efficiency product portfolio that is designed to improve axle efficiency and
fuel economy through innovative product design technologies. As our customers focus on reducing
weight through the use of aluminum and other lightweighting alternatives, AAM is well positioned to offer
innovative, industry leading solutions. Our portfolio includes high-efficiency axles, aluminum axles and
AWD applications. AAM's QuantumTM lightweight axle technology features a revolutionary design, which
offers significant mass reduction and increased fuel economy and efficiency that is scalable across
multiple applications without the loss of performance or power.
• Our Metal Forming segment provides engine, transmission, driveline and safety-critical components for
light, commercial and industrial vehicles. We have developed advanced forging and machining process
technologies to manufacture lightweight and power-dense products. Our forged axle tubes deliver
significant weight and cost reductions as compared to the traditional welded axle tubes.
•
AAM's Advanced Technology Development Center (ATDC) at our Detroit campus, allows us to accelerate
technological advancements. This state-of-the-art facility is our center for technology benchmarking,
prototype development, advanced technology development, supplier collaboration, customer showcasing
and associate training on our future products, processes, and systems. Our Rochester Hills Technical
Center (RHTC) works with the ATDC to test and validate new and advanced technologies focused on
lightweighting, efficiency and vehicle performance using enhanced diagnostic and hardware assessment
capabilities.
4
Diversification of Customer, Product and Geographic Sales Mix
Another element of building value for our key stakeholders is the diversification of our business through the
growth of new and existing customer relationships and expansion of our product portfolio.
•
•
In addition to maintaining and building upon our longstanding relationships with GM, FCA and Ford we
are focused on generating profitable growth with new and existing global customers. New business
launches in 2020 included key customers such as Daimler AG and Ashok Leyland Ltd.
Electrification is a growing portion of our new and incremental business backlog, as well as our quoted
and emerging new business opportunities, and is a significant element of our future growth strategy.
• We continue to evaluate and consider strategic opportunities that will complement our core strengths and
supplement our diversification strategies while providing future, profitable growth prospects.
We are focused on increasing our presence in global markets to support our customers' platforms.
•
As our customers design their products for global markets, they will continue to require global support
from their suppliers. For this reason, it is critical that we maintain a global presence in these markets in
order to remain competitive for new contracts. In an effort to expand our global capabilities, we are
constructing a new European headquarters and engineering center in Langen, Germany, which is
expected to be completed in 2021. This new facility will become AAM's European center for excellence for
research and development, product testing and prototype development, and is a critical step in furthering
our relationships with European OEM customers.
• We are a partner in a joint venture (JV) with Liuzhou Wuling Automobile Industry Co., Ltd. (Liuzhou AAM),
a subsidiary of Guangxi Automotive Group Co., Ltd, which manufactures independent rear axles and
driveheads to be used on crossovers, including SUVs, minivans and multi-purpose vehicles. We
launched a value-oriented eDrive system serving FWD passenger cars at our Liuzhou AAM JV in 2020.
We are also a partner in a JV with Hefei Automobile Axle Co., Ltd. (HAAC), a subsidiary of the JAC Group
(Anhui Jianghuai Automotive Group Co., Ltd.), which includes 100% of HAAC's light commercial axle
business. HAAC supplies front and rear beam axles to several leading Chinese light truck manufacturers,
including JAC and Foton (Beiqi Foton Motor Co., Ltd.). These joint ventures continue to serve as a strong
advantage in building relationships with leading Chinese manufacturers.
Competition
We compete with a variety of independent suppliers and distributors, as well as with the in-house operations of
certain vertically integrated OEMs. Technology, design, quality and cost are the primary elements of competition in
our industry segments. In addition to traditional competitors in the automotive sector, the trend toward electrification
and advanced electronic integration has increased the level of new market entrants. Further, some traditional
automotive industry participants are developing strategic partnerships with technology companies as each party
seeks to leverage the existing customer relationships and technical knowledge of the partner, and expedite the
development and commercialization of new technology.
Industry Trends
See Item 7, “Management's Discussion and Analysis - Industry Trends.”
Productive Materials
We believe that we have adequate sources of supply of productive materials and components for our
manufacturing needs, including steel, other metallic materials, and resources used for vehicle electrification and
electronic integration. Most raw materials (such as steel) and semi-processed or finished items are available within
the geographical regions of our operating facilities from qualified sources in quantities sufficient for our needs. We
currently have contracts with our steel suppliers that ensure continuity of supply to our principal operating facilities.
We also have validation and testing capabilities that enable us to strategically qualify steel sources on a global
basis. As we continue to expand our global manufacturing footprint, we may need to rely on suppliers in local
markets that have not yet proven their ability to meet our requirements.
5
Patents and Trademarks
We maintain and have pending various United States (U.S.) and foreign patents, trademarks and other rights to
intellectual property relating to our business, which we believe are appropriate to protect our interest in existing
products, new inventions, manufacturing processes and product developments. We do not believe that any single
patent or trademark is material to our business, nor would expiration or invalidity of any patent or trademark have a
material adverse effect on our business or our ability to compete.
Cyclicality and Seasonality
Our operations are cyclical because they are directly related to worldwide automotive production, which is itself
cyclical and dependent on general economic conditions and other factors. Typically, our business is moderately
seasonal as our major OEM customers historically have an extended shutdown of operations (typically 1-2 weeks)
in conjunction with their model year changeover and an approximate one-week shutdown in December. Our major
OEM customers also occasionally have longer shutdowns of operations (up to 6 weeks) for program changeovers.
Accordingly, our quarterly results may reflect these trends.
Litigation and Environmental Matters
We are involved in, or potentially subject to, various legal proceedings or claims incidental to our business.
These include, but are not limited to, matters arising out of product warranties, tax or contractual matters, and
environmental obligations. Although the outcome of these matters cannot be predicted with certainty, we do not
believe that any of these matters, individually or in the aggregate, will have a material adverse effect on our financial
condition, results of operations or cash flows.
We are subject to various federal, state, local and foreign environmental and occupational safety and health
laws, regulations and ordinances, including those regulating air emissions, water discharge, waste management
and environmental cleanup. We will continue to closely monitor our environmental conditions to ensure that we are
in compliance with all laws, regulations and ordinances. We have made, and anticipate continuing to make, capital
and other expenditures (including recurring administrative costs) to comply with environmental requirements at our
current and former facilities. Such expenditures were not significant in 2020, 2019 and 2018.
Human Capital Management
Attract, Develop, Engage and Retain Diverse Talent
Empowerment of our associates is essential to continuously improving our quality performance, technology
leadership and operational excellence. We are focused on recruiting, developing and retaining high-performing
talent globally. We provide our associates with the tools to develop technically and grow professionally, wherever
they are in the world, into the leaders that will guide AAM into the future.
We employ approximately 20,000 associates on a global basis (including our joint venture affiliates) of which
approximately 6,300 are employed in the U.S. and approximately 13,700 are employed at our foreign locations.
Approximately 4,400 are salaried associates and approximately 15,600 are hourly associates. Of the approximately
15,600 hourly associates, approximately 72% are covered under collective bargaining agreements with various
labor unions.
At AAM, we believe diversity drives creativity. We believe an equitable and inclusive culture encourages,
supports and celebrates the unique voices of our global workforce. AAM is committed to listening, learning, and
taking action that will move our company and our communities forward, together. Our cultural values of integrity,
teamwork, responsibility, excellence, lean and empowerment guide our global workforce and define how we interact
with each other, our communities and the environment.
6
Associate Health, Wellness, Safety and Development
AAM360 is our comprehensive health, wellness, safety and development program designed to provide a
complete associate experience. AAM360 integrates competitive compensation and benefits, ongoing professional
development and training, and associate appreciation and wellness programs, as well as community involvement
initiatives. Our management utilizes AAM360 to develop and implement standards for recruitment and selection of a
knowledgeable and diverse workforce, effective on-boarding, promoting learning and growth, driving effective
performance and fostering an environment of open communication with AAM’s leadership.
Through our AAM360 program, AAM management monitors workforce demographics and attrition, associate
performance data, succession and development plans and feedback from associates to ensure that our associates’
experience is meeting these objectives. Our associates also have the opportunity to interact with AAM’s leaders in a
variety of formats, including townhall-style meetings, and can also raise issues and concerns to the attention of
management through the use of associate surveys and our 24/7 ethics hotline.
AAM Response to Novel Coronavirus (COVID-19)
In response to COVID-19, we instituted several operational measures to ensure the health, safety and wellness
of our associates, which included the following:
•
•
•
•
Assembled a COVID-19 Task Force comprised of AAM's senior leadership working closely with associates
across several functions and regions to coordinate decision making and communication related to actions
taken by AAM to mitigate the impact of COVID-19, and to ensure that AAM is compliant with all region-
specific regulations or requirements associated with COVID-19;
Temporarily suspended or reduced production at manufacturing facilities and directed associates who could
do so to work remotely;
Initiated thorough cleaning and decontamination procedures at our facilities in preparation for resuming
operations; and
Designed additional safety measures to further protect associates as production was restored and our
associates resumed working in certain of our global facilities.
S4 (S-to-the-Fourth) Safety System
At AAM, a primary responsibility is the safety of our approximately 20,000 global associates. AAM’s S4 safety
system is focused on developing, engaging, monitoring, and continuously educating our associates on standardized
procedures that are the basis of our safety culture and safety policy.
The primary goal of S4 is to achieve compliance with all internal and external requirements and regulations
while driving behavioral changes to maintain a safe and environmentally friendly workplace. At AAM, we believe
safety performance is a journey where each facility strives to achieve S4 by moving from a reactive safety
environment to an interdependent safety environment.
We are focused on continuous improvement of the S4 system and in our total recordable incident rate (TRIR) in
every facility. AAM’s leaders continuously monitor our facilities progress in the S4 Safety System. In 2020, our TRIR
was 0.9 – a reduction of approximately 57% in recordable injuries since the S4 program began in 2015.
Partnering with our Global Communities
AAM believes that we have a responsibility to give back to the communities in which we live and work. AAM has
long-standing relationships with charitable organizations to support local families, youth outreach, education,
wellness, and social equality. We support global organizations with both donations and volunteer hours, and AAM
associates across the globe regularly participate in charitable and community events that allow our team to
contribute to causes important to them.
7
Executive Officers of the Registrant
Name
Age
Position
David C. Dauch ..........................
Michael K. Simonte ....................
David E. Barnes .........................
Gregory S. Deveson ...................
Terri M. Kemp .............................
Michael J. Lynch .........................
Christopher J. May .....................
Norman Willemse .......................
56
57
62
59
55
56
51
64
Chairman of the Board & Chief Executive Officer
President
Vice President & General Counsel
President - Driveline
Vice President - Human Resources
Vice President - Finance & Controller
Vice President & Chief Financial Officer
President - Metal Forming
David C. Dauch, age 56, has been AAM's Chief Executive Officer since September 2012. Mr. Dauch has
served on AAM's Board of Directors since April 2009 and was appointed Chairman of the Board in August 2013.
From September 2012 through August 2015, Mr. Dauch served as AAM’s President & CEO. Prior to that, Mr. Dauch
served as President & Chief Operating Officer (2008 - 2012) and held several other positions of increasing
responsibility from the time he joined AAM in 1995. Presently, he serves on the boards of Business Leaders for
Michigan, the Detroit Economic Club, the Detroit Regional Chamber, the Great Lakes Council Boy Scouts of
America, the Boys & Girls Club of Southeast Michigan, the National Association of Manufacturers (NAM), the
Original Equipment Suppliers Association (OESA), Amerisure Mutual Holdings, Inc. and the Amerisure Companies
(since December 2014). Mr. Dauch also serves on the Miami University Business Advisory Council, the General
Motors Supplier Council and the FCA NAFTA Supplier Advisory Council.
Michael K. Simonte, age 57, has been President since August 2015. Mr. Simonte previously served as
Executive Vice President & Chief Financial Officer (since February 2009); Group Vice President - Finance & Chief
Financial Officer (since December 2007); Vice President - Finance & Chief Financial Officer (since January 2006);
Vice President & Treasurer (since May 2004); and Treasurer (since September 2002). Mr. Simonte joined AAM in
December 1998 as Director, Corporate Finance. Prior to joining AAM, Mr. Simonte served as Senior Manager at the
Detroit office of Ernst & Young LLP. Mr. Simonte is a certified public accountant.
David E. Barnes, age 62, has been General Counsel and Corporate Secretary since joining AAM in 2012, and
became a Vice President in 2017. In addition to his responsibilities as General Counsel and Corporate Secretary,
he also serves as the Chief Compliance Officer of AAM. Prior to joining AAM, Mr. Barnes served as Executive Vice
President, General Counsel and Secretary for Atlas Oil Company. He has held various positions during his career
at Ford Motor Company, Dykema Gossett and Venture Holdings LLC, after beginning his career at Honigman,
Miller, Schwartz and Cohn. Mr. Barnes holds a juris doctor degree.
Gregory S. Deveson, age 59, has been President - Driveline since January 2019. Prior to that, he served as
President - Powertrain since joining AAM in April 2017. Prior to joining AAM, Mr. Deveson served as Senior Vice
President of the Driveline Systems Group at Magna Powertrain from 2008 to 2016. Over his 25-year automotive
and manufacturing career, Mr. Deveson has managed business operations, strategic opportunities, product
engineering, purchasing and quality for multiple organizations.
Terri M. Kemp, age 55, has been Vice President - Human Resources since September 2012. Prior to that, she
served as Executive Director - Human Resources & Labor Relations (since November 2010), Executive Director -
Human Resources (since September 2009), Director - Human Resources Operations (since October 2008), and
served in various plant and program management roles since joining AAM in July 1996. Prior to joining AAM, Mrs.
Kemp served for nine years at Corning Incorporated, where she progressed through a series of manufacturing
positions with increasing responsibility, including Industrial Engineer, Department Head and Operations Manager.
8
Michael J. Lynch, age 56, has been Vice President - Finance & Controller since February 2017. Prior to that,
he served as Vice President - Driveline Business Performance & Cost Management (since May 2015); Vice
President - Finance & Controller (since September 2012); Executive Director & Controller (since October 2008);
Director - Commercial Analysis (since July 2006); Director - Finance, Driveline Americas (since March 2006);
Director - Investment & Commercial Analysis (since November 2005); Director - Finance, Driveline (since October
2005); Director - Finance Operations, U.S. (since April 2005); Manager - Finance (since June 2003); Manager -
Finance, Forging Division (since September 2001); Finance Manager - Albion Automotive (since October 1998);
Supervisor - Cost Estimating (since February 1998) and Financial Analyst at the Detroit Manufacturing Facility since
joining AAM in September 1996. Prior to joining AAM, Mr. Lynch served at Stellar Engineering for nine years in
various capacities.
Christopher J. May, age 51, has been Vice President & Chief Financial Officer since August 2015. Prior to
that, he served as Treasurer (since December 2011); Assistant Treasurer (since September 2008); Director of
Internal Audit (since September 2005); Divisional Finance Manager - Metal Formed Products (since June 2003);
Finance Manager - Three Rivers Manufacturing Facility (since August 2000); Manager, Financial Reporting (since
November 1998) and Financial Analyst since joining AAM in 1994. Prior to joining AAM, Mr. May served as a Senior
Accountant for Ernst & Young. Mr. May is a certified public accountant.
Norman Willemse, age 64, has been President - Metal Forming since August 2015. Prior to that, he served as
Vice President - Metal Formed Product Business Unit (since December 2011); Vice President - Global Metal
Formed Product Business Unit (since October 2008); Vice President - Global Metal Formed Product Operations
(since December 2007); General Manager - Metal Formed Products Division (since July 2006) and Managing
Director - Albion Automotive (since joining AAM in August 2001). Prior to joining AAM, Mr. Willemse served at AS
Transmissions & Steering (ASTAS) for seven years as Executive Director Engineering Group Manager Projects and
Engineering and John Deere for over 17 years in various engineering positions of increasing responsibility. Mr.
Willemse is a professional certified mechanical engineer.
Internet Website Access to Reports
The website for American Axle & Manufacturing Holdings, Inc. is www.aam.com. Our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or
furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge
through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the
Securities and Exchange Commission (SEC). The SEC also maintains a website at www.sec.gov that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. The information contained in the Company's website is not included, or incorporated by reference, in this
Annual Report on Form 10-K.
9
Item 1A.
Risk Factors
The following risk factors and other information included in this Annual Report on Form 10-K should be
considered as our business, financial condition, operating results and cash flows could be materially adversely
affected if any of the following risks occur.
Risks Related to Our Operations
Our business and financial condition have been, and may continue to be, adversely affected by the
impact of COVID-19.
Our business and financial condition have been, and may continue to be, adversely affected by the impact of
COVID-19. During the year ended December 31, 2020, COVID-19 has disrupted global economic markets and has
led to significant reductions in global automotive production volumes. As a result of COVID-19, governmental and
public health officials in substantially all of the locations in which we operate had mandated certain precautions to
mitigate the spread of the disease, including shelter-in-place orders or similar measures. As such, we temporarily
suspended production, or experienced a significant reduction in production volumes, in substantially all of our
manufacturing facilities at various times during 2020.
The ultimate extent of the impact of COVID-19 will depend on future developments, such as the duration and
extent of the pandemic, the imposition or reimposition of shelter-in-place or similar measures and its impact on:
consumers and sales of the vehicles we support, our customers and our and their suppliers, how quickly economic
conditions and our and our customers’ operations can return to more normalized levels, and sustain such levels,
and whether the pandemic leads to recessionary conditions and the duration of any such recession. In addition,
government sponsored economic stimulus programs in response to the pandemic may not be available to our
customers, our suppliers or us, or be expanded, renewed or otherwise sufficient to achieve their economic goals.
Our supply chain also may be disrupted due to supplier closures or bankruptcies. Our operations may also be
impacted by interruptions due to the direct impact of, or precautionary measures associated with, COVID-19 at our
locations or those of our customers or suppliers.
Further, COVID-19 could exacerbate certain other risk factors below including, but not limited to, dependency
on certain customers, dependency on certain global automotive market segments, risks and uncertainties
associated with our company’s global operations, dependency on certain key manufacturing facilities, cyclicality in
the automotive industry, disruptions in our supply chain and our customers’ supply chain, our liquidity and
compliance with debt covenants.
Our business is significantly dependent on sales to GM, FCA and Ford.
Sales to GM were approximately 39% of our consolidated net sales in 2020, 37% in 2019, and 41% in 2018. A
reduction in our sales to GM, or a reduction by GM of its production of light truck, SUV or crossover vehicle
programs that we support, as a result of market share losses of GM or otherwise, could have a material adverse
effect on our results of operations and financial condition.
Sales to FCA accounted for approximately 19% of our consolidated net sales in 2020, 17% in 2019 and 13% in
2018, and sales to Ford accounted for approximately 12% of our consolidated net sales in 2020, 9% in of 2019 and
8% in 2018. A reduction in our sales to either FCA or Ford or a reduction by FCA or Ford of their production of the
programs we support, as a result of market share losses or otherwise, could have a material adverse effect on our
results of operations and financial condition.
Our business may also be adversely affected by reduced demand for the product programs we currently
support, or anticipate supporting in the future, or if we do not obtain sales orders for successor programs that
replace our current product programs.
10
Our business is dependent on our Guanajuato Manufacturing Complex.
A high concentration of our global business is supported by our Guanajuato Manufacturing Complex (GMC) in
Mexico. GMC represents a significant portion of our net sales, profitability and cash flow from operations and we
expect GMC to continue to represent a substantial portion of these metrics for the foreseeable future. A significant
disruption to our GMC operations, as a result of changes in trade agreements between Mexico and the U.S., tariffs,
tax law changes, labor disputes, natural disasters, availability of natural resources or utilities, or otherwise, could
have a material adverse impact on our results of operations and financial condition.
A failure of our information technology (IT) networks and systems, or the impact of a cyber attack,
could adversely impact our business and operations.
We rely upon information technology networks and systems to process, transmit and store electronic
information, and to manage or support a variety of critical business processes or activities. Additionally, we and
certain of our third-party vendors collect and store personal or confidential information in connection with human
resources operations and other aspects of our business. The secure operation of these information technology
networks and systems and the proper processing and maintenance of this information are critical to our business
operations. We cannot be certain that the security measures we have in place to protect these systems and data
will be successful or sufficient to protect our IT systems from current and emerging technology threats and damage
from computer viruses, unauthorized access, cyber attack and other similar disruptions. The occurrence of any of
these events could compromise our networks, and the information stored there could be accessed, publicly
disclosed or lost. Any such access, disclosure or other loss of information could result in legal claims or
proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, the disruption
of our operations or damage to our reputation. We may be required to incur significant costs to protect against
damage caused by these disruptions or security breaches in the future.
Our business could be adversely affected by disruptions in our supply chain and our customers' supply
chain.
We depend on a limited number of suppliers for certain key components and materials needed for our products.
We rely upon, and expect to continue to rely upon, certain suppliers for critical components and materials that are
not readily available in sufficient volume from other sources. As we continue to expand our global manufacturing
footprint, we may need to rely on suppliers in local markets that have not yet proven their ability to meet our
requirements. These supply chain characteristics make us susceptible to supply shortages and price increases. If
production volumes increase rapidly, there can be no assurance that the suppliers of critical components and
materials will be able or willing to meet our future needs on a timely basis.
Our supply chain, as well as our customers' supply chain, is also at risk of unanticipated events such as
pandemic or epidemic illness, natural disasters, industrial incidents, changes in governmental regulations and trade
agreements, or financial or operational instability of suppliers that could cause a disruption in the supply of critical
components to us and our customers. For example, the automotive industry is experiencing a shortage of
semiconductor supply that has impacted, and could continue to impact, production volumes for certain customers,
which could adversely impact our production volumes. A significant disruption in the supply of components or
materials could have a material adverse effect on our results of operations and financial condition.
We may incur material losses and costs as a result of product recall or field action, product liability and
warranty claims, litigation and other disputes and claims.
We are exposed to warranty, product recall or field action and product liability claims in the event that our
products fail to perform as expected, and we may be required to participate in a recall of such products. We are not
responsible for certain warranty claims that may be incurred by our customers, which include returned components
for which no defect was found upon inspection, discretionary acts of dealer goodwill, defects related to certain
directed buy components, and build-to-print design issues. We review warranty claim activity in detail, and we may
have disagreements with our customers as to responsibility for these types of costs incurred by our customers. In
addition, as we continue to diversify our customer base, we expect our obligation to share in the cost of providing
warranties as part of our agreements with new customers will increase. Costs and expenses associated with
warranties, field actions, product recalls and product liability claims could have a material adverse impact on our
results of operations and financial condition and may differ materially from the estimated liabilities that we have
recorded in our consolidated financial statements.
11
In addition to warranty claims relating directly to products we produce, potential product recalls for our
customers and their other suppliers, and the potential reputational harm that may result from such product recalls,
could have a material adverse impact on our results of operations and financial condition.
We are also involved in various legal proceedings incidental to our business. Although we believe that none of
these matters are likely to have a material adverse effect on our results of operations or financial condition, there
can be no assurance as to the ultimate outcome of any such legal proceeding or any future legal proceedings.
Our business could be adversely affected if we, our customers, or our suppliers fail to maintain
satisfactory labor relations.
A significant portion of our hourly associates worldwide, as well as the workforces of our customers and
suppliers, are members of industrial trade unions employed under the terms of collective bargaining agreements.
There can be no assurance that future negotiations with labor unions will be resolved favorably or that we, our
customers or suppliers will not experience a work stoppage or disruption that could have a material adverse impact
on our results of operations and financial condition. In addition, there can be no assurance that such future
negotiations will not result in labor cost increases or other terms and conditions that could adversely affect our
results of operations and financial condition or our ability to compete for future business.
Our goodwill, other intangible assets, and long-lived assets are at risk of impairment if our business or
market conditions indicate that the carrying value of those assets exceeds their fair value.
Accounting principles generally accepted in the United States of America (GAAP) require that companies
evaluate the carrying value of goodwill, other intangible assets, and long-lived assets routinely in order to assess
whether any indication of asset impairment exists. Goodwill is required to be evaluated on an annual basis, while
finite-lived intangible assets and long-lived assets should be evaluated only when events and circumstances exist
that indicate an asset or group of assets may be impaired.
We conduct our annual goodwill impairment test in the fourth quarter using a third-party valuation specialist to
assist management in determining the fair value of our reporting units. Fair value of each reporting unit is estimated
based on a combination of discounted cash flows and the use of pricing multiples derived from an analysis of
comparable public companies multiplied against historical and/or anticipated financial metrics of each reporting unit.
These calculations contain uncertainties as they require management to make assumptions including, but not
limited to, market comparables, future cash flows of the reporting units, and appropriate discount and long-term
growth rates. A decline in the actual cash flows of our reporting units in future periods, as compared to the
projected cash flows used in our valuations, could result in the carrying value of the reporting units exceeding their
respective fair values. Further, a change in market comparables, discount rate or long-term growth rate, as a result
of a change in economic conditions or otherwise, could result in the carrying values of the reporting units exceeding
their respective fair values.
Our company or our customers may not be able to successfully and efficiently manage the timing and
costs of new product program launches.
Certain of our customers are preparing to launch new product programs for which we will supply newly
developed products and related components. There can be no assurance that we will successfully complete the
transition of our manufacturing facilities and resources to support these new product programs or other future
product programs on a timely and cost efficient basis. Accordingly, the launch of new product programs may
adversely affect production rates or other operational efficiency and profitability measures at our facilities. We may
also experience difficulties with the performance of our supply chain on program launches, which could result in our
inability to meet our contractual obligations to key customers. Production shortfalls or production delays, if any,
could result in our failure to effectively manage our manufacturing costs relating to these program launches. In
addition, our customers may delay the launch or fail to successfully execute the launch of these new product
programs, or any additional future product program for which we will supply products. Our revenues, operating
results and financial condition could be adversely impacted if our customers fail to timely launch such programs or if
we are unable to manage the timing requirements and costs of new product program launches.
12
Our company may not realize all of the revenue expected from our new and incremental business
backlog.
The realization of incremental revenues from awarded business is inherently subject to a number of risks and
uncertainties, including the accuracy of customer estimates relating to the number of vehicles to be produced in new
and existing product programs and the timing of such production, as well as the fluctuation in exchange rates for
programs sourced in currencies other than our reporting currency. It is also possible that our customers may delay
or cancel a product program that has been awarded to us. Our revenues, operating results and financial condition
could be adversely affected relative to our current financial plans if we do not realize substantially all the revenue
from our new and incremental business backlog.
Our business could be adversely affected by volatility in the price or availability of raw materials,
utilities and natural resources.
We may experience volatility in the cost or availability of raw materials used in production, including steel and
other metallic materials, and resources used in electronic components, or in the cost or availability of utilities and
natural resources used in our operations, such as electricity, water and natural gas. If we are unable to pass such
cost increases on to our customers, or are otherwise unable to mitigate these cost increases, or if we are unable to
obtain adequate supply of raw materials, utilities and natural resources, this could have a material adverse effect on
our results of operations and financial condition.
We use important intellectual property in our business. If we are unable to protect our intellectual
property, or if a third party makes assertions against us or our customers relating to intellectual property
rights, our business could be adversely affected.
We own important intellectual property, including patents, trademarks, copyrights and trade secrets. Our
intellectual property plays an important role in maintaining our competitive position in a number of the markets that
we serve. Our competitors may develop technologies that are similar to our proprietary technologies or design
around the patents we own or license. Further, as we expand our operations in jurisdictions where the protection of
intellectual property rights is less robust, the risk of others duplicating our proprietary technologies increases,
despite efforts we undertake to protect them. Developments or assertions by or against us relating to intellectual
property rights, and any inability to protect these rights, could materially adversely affect our business and our
competitive position.
Our company's ability to operate effectively could be impaired if we lose key personnel.
Our success depends, in part, on the efforts of our executive officers and other key associates, such as
engineers and global operational leadership. In addition, our future success will depend on, among other factors,
our ability to continue to attract and retain qualified personnel, particularly engineers and other associates with
critical expertise and skills that support key customers and products. The loss of the services of our executive
officers or other key associates, unexpected turnover, or the failure to attract or retain associates, could have a
material adverse effect on our results of operations and financial condition.
Risks Related to Our Industry
We are under continuing pressure from our customers to reduce our prices.
Annual price reductions are a common practice in the automotive industry. Many of our contracts require us to
reduce our prices in subsequent years and most of our contracts allow us to adjust prices for engineering changes
requested by our customers. If we accommodate a customer's demand for higher annual price reductions and are
unable to offset the impact of any such price reductions through continued technology improvements, cost
reductions or other productivity initiatives, our results of operations and financial condition could be adversely
affected.
13
Our business faces substantial competition.
The markets in which we compete are highly competitive. Our competitors include manufacturing facilities
controlled by OEMs, as well as many other domestic and foreign companies possessing the capability to produce
some or all of the products we supply. In addition to traditional competitors in the automotive sector, the trend
towards advanced electronic integration and electrification has increased the level of new market entrants, including
technology companies. Some of our competitors are affiliated with OEMs and others could have economic
advantages as compared to our business, such as patents, existing underutilized capacity and lower wage and
benefit costs. Technology, design, quality, delivery and cost are the primary elements of competition in our markets.
As a result of these competitive pressures and other industry trends, OEMs and suppliers are developing strategies
to reduce costs. These strategies include supply base consolidation, OEM in-sourcing and global sourcing. Further,
some traditional automotive industry participants are developing strategic partnerships with technology companies
as each party seeks to leverage the existing customer relationships and technical knowledge of the partner, and
expedite the development and commercialization of new technology. Our business may be adversely affected by
increased competition from suppliers benefiting from OEM affiliate relationships or financial and other resources that
we do not possess. Our business may also be adversely affected if we do not sustain our ability to meet customer
requirements relative to technology, design, quality, delivery and cost.
If we are unable to respond timely to changes in technology and market innovation, we risk not being
able to develop our intellectual property into commercially viable products.
Our results of operations and financial condition are impacted, in part, by our competitive advantage in
developing, engineering, and manufacturing innovative products. Our ability to anticipate changes in technology,
successfully develop, engineer, and bring to market new and innovative proprietary products, or successfully
respond to evolving business models, including electric vehicle advances, may have a significant impact on our
market competitiveness. If we are unable to maintain our competitive advantage through innovation, or if we do not
sustain our ability to meet customer requirements relative to technology, there could be a material adverse effect on
our results of operations and financial condition.
Our business is dependent on certain global automotive market segments.
A substantial portion of our revenue is derived from products supporting RWD light truck and SUV platforms and
AWD crossover vehicle platforms in North America, Europe and Asia. Sales and production levels of these vehicle
platforms can be affected by many factors, including changes in consumer demand; product mix shifts favoring
other types of light vehicles, such as front-wheel drive based crossover vehicles and passenger cars; fuel prices;
vehicle electrification; and government regulations. Reduced demand in the market segments we currently supply
could have a material adverse impact on our results of operations and financial condition.
Our business could be adversely affected by the cyclical nature of the automotive industry.
Our operations are cyclical because they are directly related to worldwide automotive production, which is itself
cyclical and dependent on general economic conditions and other factors, such as credit availability, interest rates,
fuel prices, consumer preference and confidence. Our business may be adversely affected by an economic decline
or fiscal crisis that results in a reduction of automotive production and sales by our customers.
14
Risks Related to Our Liquidity and Indebtedness
We have incurred substantial indebtedness and our financial condition and operations may be
adversely affected by a violation of financial and other covenants.
We have incurred substantial indebtedness and related debt service obligations, which could have important
consequences, including:
•
•
•
•
•
reduced flexibility in planning for, or reacting to, changes in our business, the competitive environment and
the markets in which we operate, and to technological and other changes;
reduced access to capital and increasing borrowing costs generally or for any additional indebtedness to
finance future operating and capital expenditures and for general corporate purposes;
lowered credit ratings;
reduced funds available for operations, capital expenditures and other activities; and
competitive disadvantages relative to other companies with lower debt levels.
Our Senior Secured Credit Facilities, comprised of our Revolving Credit Facility, as well as our Term Loan A
Facility due 2024 and Term Loan B Facility due 2024, and our senior unsecured notes, contain customary
affirmative and negative covenants. Some, or with respect to certain covenants, all of these agreements include
financial covenants based on leverage and cash interest expense coverage ratios and limitations on Holdings, AAM
Inc., and their restricted subsidiaries to make certain investments, declare or pay dividends or distributions on
capital stock, redeem or repurchase capital stock and certain debt obligations, incur liens, incur indebtedness, or
merge, make certain acquisitions or sales of assets.
The Senior Secured Credit Facilities and the indentures governing our senior unsecured notes also include
customary events of default. Obligations under the Senior Secured Credit Facilities and our senior unsecured notes
are required to be guaranteed by most of our U.S. subsidiaries that hold domestic assets. In addition, the Senior
Secured Credit Facilities are secured on a first priority basis by all or substantially all of the assets of AAM Inc., the
assets of Holdings and each guarantor's assets, including a pledge of capital stock of our U.S. subsidiaries that hold
domestic assets, including each guarantor, and a portion of the capital stock of the first tier foreign subsidiaries of
AAM Inc. and MPG.
A violation of any of these covenants or agreements could result in a default under these contracts, which could
permit the lenders or note holders, as applicable, to accelerate repayment of any borrowings or notes outstanding at
that time and levy on the collateral granted in connection with the Senior Secured Credit Facilities. A default or
acceleration under the Senior Secured Credit Facilities or the indentures governing the senior unsecured notes may
result in defaults under our other debt agreements and may adversely affect our ability to operate our business, our
subsidiaries' and guarantors' ability to operate their respective businesses and our results of operations and
financial condition.
The available capacity under our Revolving Credit Facility could be limited by our covenant ratios under certain
conditions. An increase in the applicable leverage ratio, as a result of decreased earnings or otherwise, could result
in reduced access to capital under our Revolving Credit Facility, which is a significant component of our total
available liquidity.
The interest rates included in the agreements that govern our Senior Secured Credit Facilities and certain of our
derivative financial instruments are based primarily on the London Interbank Offered Rate (LIBOR). In the future,
use of LIBOR is expected to be discontinued and we cannot be certain how long LIBOR will continue to be a viable
benchmark interest rate. Use of alternative interest rates could result in increased borrowing costs and volatility in
the markets and interest rates.
15
Our company faces substantial pension and other postretirement benefit obligations.
We have significant pension and other postretirement benefit obligations to certain of our associates and
retirees. Our ability to satisfy the funding requirements associated with these obligations will depend on our cash
flow from operations and our ability to access credit and the capital markets. The funding requirements of these
benefit plans, and the related expense reflected in our financial statements, are affected by several factors that are
subject to an inherent degree of uncertainty and volatility, including governmental regulation. Key assumptions
used to value these benefit obligations and the cost of providing such benefits, funding requirements and expense
recognition include the discount rate, the expected long-term rate of return on pension assets, mortality rates and
the health care cost trend rate. If the actual trends in these factors are less favorable than our assumptions, this
could have an adverse effect on our results of operations and financial condition.
Risks Related to Our International Operations
Our company's global operations are subject to risks and uncertainties, including tariffs and trade
relations.
As U.S. companies continue to expand globally, increased complexity exists due to recent changes to corporate
tax codes, potential revisions to international tax law treaties, renegotiated trade agreements, including the United
States-Mexico-Canada trade agreement, and the United Kingdom's exit from the European Union. These
uncertainties, as well as the potential impacts of these agreements, could have a material adverse effect on our
business and our results of operations and financial condition. As we continue to expand our business globally, our
success will depend, in part, on our ability to anticipate and effectively manage these and other risks.
We have business and technical offices and manufacturing facilities in multiple countries outside the United
States. International operations are subject to certain risks inherent in conducting business outside the U.S., such
as changes in currency exchange rates, tax laws, price and currency exchange controls, tariffs or import
restrictions, nationalization, immigration policies, expropriation and other governmental action. Our global
operations also may be adversely affected by political events, domestic or international terrorist events and
hostilities, natural disasters and significant weather events, disruptions in the global financial markets, or public
health crises, such as pandemic or epidemic illness.
Exchange rate fluctuations could adversely affect our company's global results of operations and
financial condition.
As a result of our international operations, we are exposed to foreign currency risks that arise from our normal
business operations, including risks associated with transactions that are denominated in currencies other than our
local functional currencies. Gains and losses resulting from the remeasurement of assets and liabilities in a
currency other than the functional currency of our foreign subsidiaries are reported in current period income. In the
future, unfavorable changes in exchange rate relationships between the functional currencies of our subsidiaries
and their non-functional currency denominated assets and liabilities could have an adverse impact on our results of
operations and financial condition. While we use, from time to time, foreign currency derivative contracts to help
mitigate certain of these risks and reduce the effects of fluctuations in exchange rates, our efforts to manage these
risks may not be successful.
We are also subject to currency translation risk as we are required to translate the financial statements of our
foreign subsidiaries to U.S. dollars. We report the effect of translation for our foreign subsidiaries with a functional
currency other than the U.S. dollar as a separate component of stockholders' equity. Unfavorable changes in the
exchange rate relationship between the U.S. dollar and the functional currencies of our foreign subsidiaries could
have an adverse impact on our results of operations and financial condition.
16
Risks Related to Regulations and Taxes
Negative or unexpected tax consequences, as well as possible changes in foreign and domestic tax
laws could adversely affect our results of operations and financial condition.
There have been recent global proposals brought forward by the Organisation for Economic Co-operation and
Development (OECD) alongside the Group of Twenty (G-20), for tax jurisdictions to evaluate the potential reform of
longstanding corporate tax law principles and treaties that could adversely affect multi-national companies.
Although the OECD does not enact tax law, proposals like this or others that lead to substantial changes in enacted
tax laws and treaties, such as the 2020 Mexican Tax Reform and the Tax Cuts and Jobs Act signed into law in the
United States in 2017, could have a material adverse impact on our results of operations and financial condition.
We file income tax returns in the U.S. federal jurisdiction, as well as various states and foreign jurisdictions. We
are also subject to examinations of these income tax returns by the relevant tax authorities. Based on the status of
these audits and the protocol of finalizing audits by the relevant tax authorities, it is not possible to estimate the
impact of changes, if any, to previously recorded uncertain tax positions. Any negative or unexpected outcomes of
these examinations and audits could have a material adverse impact on our results of operations and financial
condition.
Our business is subject to costs associated with environmental, health and safety regulations.
Our operations are subject to various federal, state, local and foreign laws and regulations governing, among
other things, emissions to air, discharge to waters and the generation, handling, storage, transportation, treatment
and disposal of waste and other materials. We believe that our current and former operations and facilities have
been, and are being, operated in compliance, in all material respects, with such laws and regulations, many of
which provide for substantial fines and criminal sanctions for violations. The operation of our manufacturing
facilities entails risks in these areas, however, and there can be no assurance that we will not incur material costs or
liabilities. In addition, potentially significant expenditures could be required in order to comply with evolving
environmental, health and safety laws, regulations or other pertinent requirements that may be adopted or imposed
in the future by governmental authorities.
Risks Related to Our Strategy
Our restructuring initiatives may not achieve their intended outcomes.
We have initiated restructuring actions in recent years to reduce cost and realign certain areas of our business
and could initiate further restructuring actions in future periods. There can be no assurance that such restructuring
initiatives will successfully achieve the intended outcomes, or that the charges related to such initiatives will not
have a material adverse effect on our results of operations and financial condition.
As part of our strategic initiatives, we are actively assessing our product portfolio. As a result, we have divested
certain operations and may pursue additional plans to divest certain operations in future periods. Our results of
operations or financial condition could be adversely affected if we initiate a divestiture and it is not completed in
accordance with our expected timeline, or at all, or if we do not realize the expected benefits of the divestiture.
We may be unable to consummate and successfully integrate acquisitions and joint ventures.
Engaging in acquisitions and joint ventures involves potential risks, including financial risks, risks related to
integrating enterprise resource planning systems, and failure to successfully integrate and fully realize the expected
benefits of such acquisitions and joint ventures. Integrating acquired operations is a significant challenge and there
is no assurance that we will be able to manage integrations successfully. As we continue to expand globally and
accelerate our diversification efforts, we may pursue strategic growth initiatives, including through acquisitions and
joint ventures. An inability to successfully achieve the levels of organic and inorganic growth from our strategic
initiatives could adversely impact our results of operations and financial condition.
Item 1B.
Unresolved Staff Comments
None.
17
Item 2.
Properties
The table below summarizes our global manufacturing locations and administrative, engineering or technical
locations:
North America
United States
Europe
Czech Republic
Luxembourg
Asia
China
South America
Brazil
Subiaco, AR (b)
Oxford, MI (b)
Oslavany (b)
Steinfort (c)
Changshu (a)
Araucária (a)
Bolingbrook, IL (b)
Rochester Hills, MI (c)
Zbysov (b)
Poland
Hefei (JV) (a)
Indaiatuba (b)
Chicago, IL (b)
Royal Oak, MI (b)
England
Świdnica (a)
Huzhou (JV) (b)
Bluffton, IN (a)
Sterling Heights, MI (JV) (b)
Halifax (a)
Scotland
Liuzhou (JV) (a)
Columbus, IN (b)
Southfield, MI (b), (c)
France
Glasgow (a)
Shanghai (c)
Fort Wayne, IN (b)
Three Rivers, MI (a)
Decines (a)
Spain
Suzhou (a), (b)
Fremont, IN (a)
Troy, MI (b)
Lyon (a)
Barcelona (a)
India
North Vernon, IN (b)
Warren, MI (b)
Germany
Valencia (b)
Chakan (a)
Rochester, IN (a)
Malvern, OH (b)
Bad Homburg (c)
Auburn Hills, MI (b)
Minerva, OH (b)
Eisenach (a)
Detroit, MI (a), (c)
Twinsburg, OH (b)
Langen (c)
Fraser, MI (b)
Ridgway, PA (b)
Nurnberg (b)
Litchfield, MI (a)
St. Mary's, PA (b)
Zell (b)
Mexico
El Carmen (a)
Silao (a), (b)
Ramos Arizpe (a), (b)
Chennai (a)
Pune (a), (c)
Japan
Tokyo (c)
South Korea
Pyeongtaek (a)
Thailand
Rayong (a)
(a) Location supports the Driveline segment. (b) Location supports the Metal Forming segment. (c) Administrative, engineering
or technical location.
We believe that our property and equipment is properly maintained and in good operating condition. We will
continue to evaluate capacity requirements in light of current and projected market conditions. We also intend to
continue redeploying assets in order to increase our capacity utilization and reduce future capital expenditures to
support program launches.
Item 3.
Legal Proceedings
See Note 11 - Commitments and Contingencies in Item 8, "Financial Statements and Supplementary Data" for
discussion of legal proceedings and the effect on AAM.
Item 4.
Mine Safety Disclosures
Not applicable.
18
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common stock, par value $0.01 per share, is listed for trading on the New York Stock Exchange (NYSE)
under the symbol “AXL.” We had approximately 174 stockholders of record as of February 9, 2021.
Dividends
We did not declare or pay any cash dividends on our common stock in 2020. Our Credit Agreement associated
with our Senior Secured Credit Facilities limits our ability to declare or pay dividends or distributions on capital
stock.
Securities Authorized for Issuance under Equity Compensation Plans
The information regarding our securities authorized for issuance under equity compensation plans is
incorporated by reference from our Proxy Statement.
19
Item 6. Selected Financial Data
FIVE YEAR CONSOLIDATED FINANCIAL SUMMARY
Year Ended December 31,
2020
2018
2019
2017
2016
(in millions, except per share data)
Statement of operations data
Net sales .............................................................. $
Gross profit ..........................................................
Selling, general and
administrative expenses ...................................
Amortization of intangible assets .........................
Impairment charges .............................................
Restructuring and acquisition-related costs .........
Gain (loss) on sale of business ...........................
Operating income (loss) ......................................
Net interest expense ............................................
Gain on bargain purchase of business ................
Gain on settlement of capital lease .....................
Net income (loss) .................................................
Net income (loss) attributable to AAM .................
Diluted earnings (loss) per share ......................... $
4,710.8
582.7
$ 6,530.9
902.6
$ 7,270.4
1,140.4
$ 6,266.0
1,119.1
$ 3,948.0
726.1
313.9
86.6
510.0 (a)
67.2
(1.0) (b)
(396.0)
200.7
—
—
(561.1) (c)(d)
(561.3) (c)(d)
364.7
95.4
665.0 (a)(b)
57.8
(21.3) (b)
(301.6)
211.5
10.8 (e)
—
(484.1) (c)(d)(f)
(484.5) (c)(d)(f)
(4.96)
$
(4.31)
$
385.7
99.4
485.5 (a)
78.9
15.5 (g)
106.4
214.3
—
15.6 (h)
(56.8) (c)(d)
(57.5) (c)(d)
(0.51)
390.1
75.3
—
110.7
—
543.0
192.7
—
—
337.5 (c)(d)
337.1 (c)(d)
$
3.21
$
314.2
5.0
—
26.2
—
380.7
90.5
—
—
240.7 (c)
240.7 (c)
3.06
Balance sheet data
Cash and cash equivalents ................................. $
Total assets ..........................................................
Total long-term debt, net ......................................
Total AAM stockholders' equity ............................
Dividends declared per share ..............................
557.0
5,916.3
3,441.3
370.5
—
Statement of cash flows data
Cash provided by operating activities .................. $
Cash used in investing activities ..........................
Cash provided by (used in) financing activities ...
Other data
Depreciation and amortization ............................. $
Capital expenditures ............................................
Proceeds from sale of business, net ...................
Acquisition of business, net of cash acquired ......
Purchase buyouts of leased equipment ..............
454.7
(218.4)
(214.5)
521.9
215.6
—
—
0.1
532.0
6,644.6
3,612.3
977.6
—
$
476.4
7,510.7
3,686.8
1,483.9
—
$
376.8
7,882.8
3,969.3
1,536.0
—
$
481.2
3,422.3 (j)
1,400.9
504.2 (j)
—
559.6
(306.6)
(200.0)
$
771.5
(478.2)
(184.5)
$
647.0
(1,378.1)
615.6
$
407.6
(227.7)
18.4
536.9
433.3
141.2 (b)
9.4
0.9
$
528.8
524.7
$
47.1 (g)
1.3
0.5
428.5
477.7
5.9
895.5 (i)
13.3
$
201.8
223.0
—
5.6
4.6
$
$
$
20
(a)
(b)
In 2020, we recorded a goodwill impairment charge for both our Driveline and Metal Forming reporting units totaling $510 million due to the
significant reduction in global automotive production volumes as a result of the impact of COVID-19. In 2019, we recorded a goodwill
impairment charge of $440 million associated with the annual goodwill impairment test for our Metal Forming reporting unit. In 2018, we
recorded a goodwill impairment charge associated with the annual goodwill impairment test for our former Casting and Powertrain reporting
units totaling $485.5 million. See Note 3 - Goodwill and Other Intangible Assets in Item 8. Financial Statements and Supplementary Data for
further detail on our goodwill impairment charges.
In 2019, we completed the sale of our U.S. Casting operations for $245 million, consisting of $185 million in cash, of which we received net
proceeds of $141.2 million subsequent to certain customary closing adjustments, and a $60 million deferred payment obligation. In 2019, we
recorded a charge of $225 million to reduce the carrying value of our U.S. Casting operations to fair value less cost to sell upon reclassification
of the assets and liabilities to held-for-sale, and a loss of $21.3 million upon deconsolidation at closing. In 2020, we finalized certain customary
post-closing adjustments associated with this sale and recorded an additional loss of $1.0 million.
(c) For 2020, these amounts include goodwill impairment charges of $510.0 million for which there was no corresponding tax benefit, and
approximately $53.1 million of restructuring and acquisition-related costs, net of tax. For 2019, these amounts include impairment charges of
$617.8 million, net of tax, and approximately $45.6 million of restructuring and acquisition-related costs, net of tax. For 2018, these amounts
include goodwill impairment charges of $400.3 million, net of tax, and approximately $62.4 million of restructuring and acquisition-related
costs, net of tax. For 2017, these amounts include approximately $67.3 million of restructuring and acquisition-related costs, net of tax. For
2016, these amounts include approximately $18.4 million for restructuring and acquisition-related costs, net of tax.
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Includes charges of $6.2 million, net of tax, in 2020, $6.6 million, net of tax, in 2019, $15.3 million, net of tax, in 2018, and $2.3 million, net of
tax, in 2017 related to debt refinancing and redemption costs.
In 2019, we recognized a gain on bargain purchase of $10.8 million associated with the acquisition of certain operations of Mitec Automotive
AG.
In 2019, we offered a voluntary one-time lump sum payment option to certain eligible terminated vested participants in our U.S. pension plans
that, if accepted, would settle our pension obligations to them. As a result of this settlement, we remeasured the assets and liabilities of our
U.S. pension plans, which resulted in a non-cash charge of approximately $7.7 million, net of tax, related to the accelerated recognition of
certain deferred losses.
In 2018, we completed the sale of the aftermarket business associated with our former Powertrain segment for approximately $50 million, of
which we received net proceeds of $47.1 million. As a result of the sale, we recorded a $15.5 million gain.
In 2018, we reached a settlement agreement related to a capital lease obligation that we had recognized as a result of the acquisition of
Metaldyne Performance Group, Inc. (MPG). This settlement resulted in a gain of $15.6 million, including accrued interest.
In 2017, we completed the acquisitions of MPG and USM Mexico and paid cash of $895.5 million for these acquisitions, net of cash acquired.
These acquisitions significantly impacted many of our financial statement line items in 2017 as compared to 2016.
These amounts have been adjusted by $25.8 million, net of tax, related to the retrospective application of our change in accounting principle
for indirect inventory, in which we changed our method of accounting from capitalizing indirect inventory and recording as expense when the
inventory was consumed, to expensing indirect inventory at the time of purchase. This change in accounting principle was effective in the
second quarter of 2017.
21
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
COMPANY OVERVIEW
We are a global Tier 1 supplier to the automotive industry. We design, engineer and manufacture driveline and
metal forming products that are making the next generation of vehicles smarter, lighter, safer and more efficient. We
employ approximately 20,000 associates, operating at nearly 80 facilities in 17 countries, to support our customers
on global and regional platforms with a focus on operational excellence, quality and technology leadership.
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 (SUV), 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 39% of our consolidated net sales in 2020, 37% in 2019, and 41% in
2018.
We also supply driveline system products to FCA US LLC (FCA, now part of Stellantis N.V. effective January
2021) for programs including the heavy-duty Ram full-size pickup trucks and its derivatives, the AWD Chrysler
Pacifica and the AWD Jeep Cherokee. In addition, we sell various products to FCA from our Metal Forming
segment. Sales to FCA were approximately 19% of our consolidated net sales in 2020, 17% in 2019 and 13% in
2018.
We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs
including the Ford Edge, Ford Escape, Lincoln Nautilus, and we sell various products to Ford from our Metal
Forming segment. Sales to Ford were approximately 12% of our consolidated net sales in 2020, 9% in of 2019 and
8% in 2018.
IMPACT OF NOVEL CORONAVIRUS (COVID-19)
COVID-19 OPERATIONAL IMPACT AND AAM ACTIONS
In March of 2020, COVID-19 was designated by the World Health Organization as a pandemic illness and
began to significantly disrupt global automotive production. In an effort to mitigate the spread of COVID-19, many
governmental and public health agencies in locations in which we operate implemented shelter-in-place orders or
similar measures. The majority of our customers temporarily ceased or significantly reduced production near the
end of March, which continued into the second half of the second quarter. As a result, substantially all of our
manufacturing facilities either temporarily suspended production or experienced significant reductions in volumes
during this period.
At AAM, safety is our top responsibility and that includes the health and wellness of our associates globally. In
response to COVID-19, we instituted several operational measures to ensure the safety of our associates, which
included the following:
•
•
Assembled a COVID-19 Task Force comprised of AAM's senior leadership working closely with associates
across several functions and regions to coordinate decision making and communication related to actions
taken by AAM to mitigate the impact of COVID-19, and to ensure that AAM is compliant with all region-
specific regulations or requirements associated with COVID-19;
Temporarily suspended or reduced production at manufacturing facilities and directed associates who could
do so to work remotely;
• Maintained communication with customers, including planning for business resumption and monitoring
•
•
announcements regarding new program deferrals or other changes;
Initiated thorough cleaning and decontamination procedures at our facilities in preparation for resuming
operations; and
Designed additional safety measures to further protect associates as production was restored and our
associates resumed working in certain of our global facilities.
22
By the end of the first quarter of 2020, our manufacturing locations in Asia, which were impacted by COVID-19
earlier than other global regions, began to stabilize and return to more normalized levels of production. We restarted
operations in North America and Europe in May 2020, and we have continued to ramp up production, along with our
customers and supply base, through the fourth quarter of 2020. Continuing to maintain more normalized levels of
production will depend on future developments, including the potential extension of shelter-in-place orders and
increased levels of production by our customers, which are outside of our control. We continue to monitor the
impact of COVID-19 on our suppliers, as well as on our customers and their suppliers.
FINANCIAL IMPACT OF COVID-19
We estimate that the impact of COVID-19 on net sales was approximately $1,243 million for the year ended
December 31, 2020 and the impact to gross profit of this reduction in net sales was approximately $368 million for
the year ended December 31, 2020. Due to the significant uncertainty associated with the extent of the impact of
COVID-19, including the possibility of resurgences of COVID-19 cases and our ability to sustain more normalized
levels of production, we cannot estimate any potential future impact of COVID-19 on our results of operations and
financial condition.
In order to mitigate the financial impact of COVID-19, we have continued our emphasis on cost management,
and have implemented additional measures to adjust to our customers’ revised production schedules, including the
following:
•
•
•
•
•
•
•
Continuing to flex our variable cost structure;
Continuing to manage our controllable expenses, net of costs to ensure the health and safety of our
associates;
Reduced the annual cash retainer for each non-employee director by 40% through September 30, 2020;
Reduced salaries for executive officers by 30% and for certain other associates by various percentages
depending on level through September 30, 2020;
Reduced our capital expenditures for the year;
Amended our Credit Agreement to, among other things, revise our financial maintenance covenants to
provide additional financial flexibility; and
Utilizing options to defer and reduce tax payments and to claim tax refunds and employment credits through
the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) and similar global initiatives.
The measures we are taking to address the impact of COVID-19 are expected to remain in place until further
clarity can be achieved regarding the recovery and stabilization of the global economy, as well as the resulting
impact of COVID-19 on the global automotive industry. We expect to adjust our use of these measures, to the extent
possible, based on production volumes and customer demand.
MANUFACTURING FACILITY FIRE
On September 22, 2020, a significant industrial fire occurred at our Malvern Manufacturing Facility in Ohio
(Malvern Fire). All associates were evacuated safely and without injury. We continue to focus on managing this
disruption and protecting continuity of supply to our customers, including utilizing production capacity and resources
at other AAM facilities. See Note 15 - Manufacturing Facility Fire and Insurance Recovery for additional detail
regarding the Malvern Fire.
23
INDUSTRY TRENDS
There are a number of significant trends affecting the markets in which we compete. Intense competition,
volatility in the price of raw materials, including steel, other metallic materials, and resources used in vehicle
electrification and electronic components, and significant pricing pressures remain. At the same time, there is a
focus on investing in future products that will incorporate the latest technology and meet changing customer
demands as certain original equipment manufacturers (OEMs) place increased emphasis on the development of
battery and hybrid electric vehicles. The continued advancement of technology and product innovation, as well as
the capability to source programs on a global basis, are critical to attracting and retaining business in our global
markets.
INCREASE IN DEMAND FOR ELECTRIFICATION AND ELECTRONIC INTEGRATION The electrification of
vehicles continues to expand, driven by a shift in focus by certain OEMs toward battery and hybrid electric vehicles,
government regulations related to emissions, such as the Corporate Average Fuel Economy standards, and
consumer demand for greater vehicle performance, enhanced functionality, increased electronic content and vehicle
connectivity, and affordable convenience options. We are responding, in part, through the development of our
hybrid and electric driveline systems, and related subsystems and components, which allow us to meet our
customers' needs for high performance vehicles with improved fuel economy and reduced emissions. We recently
entered into a technology development agreement with Suzhou Inovance Automotive Ltd., a leading provider of
automotive power electronics and powertrain systems in China, to accelerate the development and delivery of
scalable, next-generation 3-in-1 electric drive systems, which integrate an inverter, electric motor and gearbox. To
date, our hybrid and electric driveline systems have been awarded multiple contracts and received multiple awards.
As vehicle electrification and electronic components become an increasingly larger focus for OEMs and
suppliers, the industry will likely continue to see the addition of new market entrants from non-traditional automotive
companies, including increased competition from technology companies. Further, some traditional automotive
industry participants are developing strategic partnerships with technology companies as each party seeks to
leverage the existing customer relationships and technical knowledge of the partner, and expedite the development
and commercialization of this new technology. An area of focus will be the product development cycle and bridging
the gap between the shorter development cycles of information technology (IT) software and controls and the longer
development cycles of traditional powertrain components. Our hybrid and electric driveline systems, EcoTrac®
Disconnecting AWD system, VecTrac™ Torque Vectoring Technology and TracRite® Differential Technology, are
examples of AAM's enhanced capabilities in supporting vehicle electrification and electronic integration.
INCREASED DEMAND FOR FUEL EFFICIENCY AND EMISSIONS REDUCTIONS There has been an
increased demand for technologies designed to help reduce emissions, increase fuel economy and minimize the
environmental impact of vehicles. As a result, OEMs and suppliers are competing to develop and market new and
alternative technologies, such as electric vehicles, hybrid vehicles, fuel cells, higher speed transmissions, and
downsized, fuel-efficient engines. At the same time, OEMs and suppliers are improving products to increase fuel
economy and reduce emissions through lightweighting and efficiency initiatives.
We are responding with ongoing research and development (R&D) activities that focus on fuel economy,
emissions reductions and environmental improvements by integrating electronics and technology. Through the
development of our EcoTrac® Disconnecting AWD system, hybrid and electric driveline systems, QuantumTM
lightweight axle technology, high-efficiency axles, PowerLite® axles and PowerDense® gears, high strength
connecting rod technology, refined vibration control systems, and forged axle tubes, we have significantly advanced
our efforts to improve fuel efficiency, safety, and ride and handling performance while reducing emissions and mass.
These efforts have led to new business awards and further position us to compete in the global marketplace.
In addition to AAM's organic growth in technology and processes, our acquisitions of Metaldyne Performance
Group, Inc. (MPG) and certain operations of Mitec Automotive AG (Mitec), as well as our investment in our Liuzhou
AAM joint venture, have provided us with complementary technologies, expanded our product portfolio, significantly
diversified our global customer base, and strengthened our long-term financial profile through greater scale. The
synergies achieved through our strategic initiatives have enhanced AAM's ability to compete in today's technological
and regulatory environment, while remaining cost competitive through increased scale and integration.
24
SHIFT IN CONSUMER PREFERENCE AND OEM PRODUCTION TO LIGHT TRUCK, CROSS-OVER
VEHICLES (CUVs) AND SPORT-UTILITY VEHICLES (SUVs) There has been a trend toward increased demand
for light trucks, CUVs and SUVs in certain markets, while demand for passenger cars has decreased. This increase
in demand for light trucks, CUVs and SUVs has been driven by changes in consumer preference as technology
advancements have made these vehicles lighter and more efficient, while the stabilizing cost of fuel has made
owning these vehicles more affordable.
Certain OEMs are responding to this change in consumer preference by shifting their focus to developing and
manufacturing these types of vehicles, resulting in a significant reduction of passenger car vehicle programs,
especially in North America. We have benefited from this trend as a significant portion of our business supports light
truck, CUV and SUV programs in North America.
GLOBAL AUTOMOTIVE PRODUCTION AND INDUSTRY CONSOLIDATION As countries around the world
continue to increase in importance to the automotive industry, our customers continue to design their products to
meet demand in global markets and therefore require global support from their suppliers. For this reason, it is
critical that suppliers maintain a global presence in these markets in order to compete for new contracts. We have
business and engineering offices around the world to support our global locations and provide technical solutions to
our customers on a regional basis, including in China and Europe where consumer acceptance of electric vehicles
has been strong.
The cyclical nature of the automotive industry, volatile commodity prices, the shifting demands of consumer
preference, regulatory requirements and trade agreements require OEMs and suppliers to remain agile with regard
to product development and global capability. A critical objective for OEMs and suppliers is the ability to meet these
global demands while effectively managing costs. Some OEMs and suppliers may be preparing for these
challenges through merger and acquisition (M&A) activity, including potential increased M&A activity as a result of
the recent economic impact of COVID-19, development of strategic partnerships and reduction of vehicle platform
complexity. In order to effectively drive technology development, recognize cost synergies, and increase global
footprint, the industry may continue to see consolidation in the supply base as companies recognize and respond to
the need for scalability.
EVOLUTION OF THE AUTOMOTIVE INDUSTRY AS DEMAND FOR CAR-SHARING, RIDE-SHARING AND
AUTONOMOUS VEHICLES INCREASES In addition to selling vehicles, OEMs are increasingly focused on
offering their own car-sharing rental businesses and ride-sharing services. Car-sharing typically allows consumers
to rent a car for a short period of time, while ride-sharing matches people to available carpools or other services that
provide on-demand mobility. With population growth, increased government regulations to ease congestion and
generational shifts in preferences, it is expected that the markets for these services will continue to grow, which
could cause a change in the type of vehicles utilized. However, the growth in this area may also be temporarily
curtailed by the impact of COVID-19, as social distancing recommendations have led to reduced utilization of ride-
sharing services by consumers.
Another trend developing is the expectation that autonomous, self-driving cars will become more common with
continued advancements in technology. Autonomous vehicles present many possible benefits, such as a reduction
in traffic collisions caused by human error and reduced traffic congestion, but there are also foreseeable challenges
such as liability for damage and software safety and reliability. The increased integration of electronics and vehicle
connectivity that will likely be required in autonomous vehicle developments will provide an opportunity for suppliers,
such as AAM, with advanced capabilities in this area to be competitive in this expanding market.
25
The discussion of our Results of Operations, Reportable Segments, and Liquidity and Capital Resources for
2019, as compared to 2018, can be found within "Part II - Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our 2019 Annual Report on Form 10-K filed with the Securities
and Exchange Commission (SEC) on February 14, 2020, which discussion is incorporated herein by reference.
In the fourth quarter of 2019, we completed the sale of the United States (U.S.) operations of our Casting
segment (the Casting Sale). The Casting Sale did not include the entities that conduct AAM's casting operations in
El Carmen, Mexico, which are now included in our Driveline segment. The Casting Sale did not qualify for
classification as discontinued operations, as it did not represent a strategic shift in our business that has had, or will
have, a major effect on our operations and financial results.
RESULTS OF OPERATIONS
NET SALES Net sales were $4,710.8 million in 2020 as compared to $6,530.9 million in 2019. Our change in
sales in 2020, as compared to 2019, primarily reflects an estimated reduction of approximately $1,243 million
associated with the decline in global automotive production as a result of COVID-19, and a reduction of $628 million
as a result of the Casting Sale. Net sales for 2020, as compared to 2019, also decreased by approximately $81
million associated with the effect of metal market pass-throughs to our customers and the impact of foreign
exchange related to translation adjustments. These reductions in sales were partially offset as 2019 sales reflect an
estimated $243 million reduction associated with the GM work stoppage that occurred in the second half of 2019.
There was no such impact in 2020.
COST OF GOODS SOLD Cost of goods sold was $4,128.1 million in 2020 as compared to $5,628.3 million in
2019. The change in cost of goods sold in 2020, as compared to 2019, principally reflects an estimated reduction of
approximately $875 million associated with the decline in global automotive production as a result of COVID-19, and
a reduction of $607 million as a result of the Casting Sale. Cost of goods sold was also impacted by a decrease of
approximately $81 million related to metal market pass-through costs and the impact of foreign exchange, as well
as the impact of improved operating performance and lower launch costs and our emphasis on cost management,
including the additional measures that we implemented in response to the impact of COVID-19. These reductions in
cost of goods sold were partially offset as 2019 cost of goods sold reflects an estimated $159 million reduction
associated with the GM work stoppage and there was no such impact in 2020.
As a result of the Malvern Fire, we recorded $63.5 million of expenses and recorded an estimated insurance
recovery receivable of $54.2 million, which resulted in a net impact to Cost of goods sold of $9.3 million for the
twelve months ended December 31, 2020, which includes our applicable deductible. See Note 15 - Manufacturing
Facility Fire and Insurance Recovery for additional detail regarding the Malvern Fire.
Materials costs as a percentage of total cost of goods sold were approximately 55% in 2020 and 56% in 2019.
GROSS PROFIT Gross profit was $582.7 million in 2020 as compared to $902.6 million in 2019. Gross margin
was 12.4% in 2020 as compared to 13.8% in 2019. Gross profit and gross margin were impacted by the factors
discussed in Net Sales and Cost of Goods Sold above. While we were able to significantly reduce our variable costs
during 2020, the sharp decline in sales that began during the first quarter and extended into the second quarter as a
result of the impact of COVID-19, as well as the magnitude of the decline in sales, resulted in a reduction of both
gross profit and gross margin.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) SG&A (including R&D) was $313.9
million in 2020 as compared to $364.7 million in 2019. SG&A as a percentage of net sales was 6.7% in 2020 and
5.6% in 2019. R&D spending was $117.4 million in 2020 as compared to $144.7 million in 2019. The change in
SG&A in 2020, as compared to 2019, was primarily attributable to lower net R&D expense, which includes a
customer engineering, design and development (ED&D) recovery of approximately $15 million. The decrease in
SG&A also reflects lower compensation-related expense due, in part, to our restructuring initiatives and the impact
of our emphasis on cost management, including the additional measures that we implemented in response to the
impact of COVID-19.
The increase in SG&A as a percentage of sales during 2020, as compared to 2019, was primarily attributable to
the decline in sales as a result of COVID-19.
26
AMORTIZATION OF INTANGIBLE ASSETS Amortization expense for the year ended December 31, 2020
was $86.6 million as compared to $95.4 million for the year ended December 31, 2019. The reduction in
amortization expense related to intangible assets reflects the Casting Sale and the disposal of the intangible assets
associated with this business.
IMPAIRMENT CHARGES In the first quarter of 2020, the reduction in global automotive production volumes
caused by the impact of COVID-19 represented an indicator to test our goodwill for impairment. As a result of this
goodwill impairment test, we determined that the carrying values of our Driveline and Metal Forming reporting units
were greater than their respective fair values. As such, we recorded a total goodwill impairment charge of $510.0
million in the first quarter of 2020. See Note 3 - Goodwill and Other Intangible Assets for further detail.
As a result of our annual goodwill impairment test in the fourth quarter of 2019, we determined that the carrying
value of our Metal Forming segment was greater than its fair value. As such, we recorded a goodwill impairment
charge of $440.0 million in 2019 associated with this segment.
In conjunction with the Casting Sale, the assets and liabilities associated with this business met the criteria to be
classified as held-for-sale. Upon reclassification to held-for-sale in the third quarter of 2019, we recorded a pre-tax
impairment charge of $225.0 million to reduce the carrying value of this business to fair value less cost to sell.
RESTRUCTURING AND ACQUISITION-RELATED COSTS Restructuring and acquisition-related costs were
$67.2 million in 2020 and $57.8 million in 2019. As part of our restructuring actions, we incurred severance charges
of approximately $22.3 million, as well as implementation costs, consisting primarily of professional fees and plant
exit costs, of approximately $36.1 million during 2020. In 2019, we incurred severance charges of approximately
$19.4 million, as well as implementation costs, consisting primarily of professional fees and plant exit costs, of
approximately $20.4 million. We expect to incur approximately $50 million to $65 million of total restructuring costs
in 2021.
Integration charges of $8.8 million were incurred in 2020 as we furthered the integration of global enterprise
planning (ERP) systems at legacy MPG locations. This compares to acquisition-related costs and integration
charges of $18.0 million in 2019. We expect to incur additional integration charges of approximately $5 million in
2021 as we finalize the integration of ERP systems at legacy MPG locations. See Note 2 - Restructuring and
Acquisition-Related Costs for further detail.
LOSS (GAIN) ON SALE OF BUSINESS In December 2019, we completed the Casting Sale and recorded a
loss on sale of business of $21.3 million. During 2020, we finalized certain customary post-closing calculations
associated with the Casting Sale, resulting in an additional loss on sale of $1.0 million. These losses are presented
in the Loss (gain) on sale of business line item of our Consolidated Statements of Operations for the years ended
December 31, 2020 and 2019. See Note 16 - Acquisitions and Dispositions for further detail.
OPERATING INCOME (LOSS) Operating loss was $396.0 million in 2020 as compared to operating loss of
$301.6 million in 2019. Operating margin was (8.4)% in 2020 as compared to (4.6)% in 2019. The changes in
operating income (loss) and operating margin in 2020, as compared to 2019, were due to the factors discussed in
Net Sales, Cost of Goods Sold, Gross Profit, SG&A, Amortization of Intangible Assets, Impairment Charges,
Restructuring and Acquisition-Related Costs and Loss (Gain) on Sale of Business above.
INTEREST EXPENSE Interest expense was $212.3 million in 2020 and $217.3 million in 2019. The weighted-
average interest rate of our total debt outstanding was 5.6% in 2020 and 5.8% in 2019. We expect our interest
expense in 2021 to be approximately $200 million to $210 million.
INTEREST INCOME Interest income was $11.6 million in 2020 and $5.8 million in 2019. Interest income
primarily includes interest earned on cash and cash equivalents, realized and unrealized gains and losses on our
short-term investments during the period, and the impact of the interest rate differential on our fixed-to-fixed cross-
currency swap.
27
OTHER INCOME (EXPENSE) Following are the components of Other Income (Expense) for 2020 and 2019:
Debt refinancing and redemption costs In December 2020, we made a voluntary prepayment of $100 million
on our Term Loan B Facility and paid approximately $15 million on our Term Loan A Facility due 2024, which
included approximately $13 million for the prepayment of all required payments under the Term Loan A Facility due
2024 for 2021. As a result, we expensed approximately $1.2 million for the write-off of the unamortized debt
issuance costs that we had been amortizing over the life of these borrowings.
Also in 2020, we voluntarily redeemed our 6.625% Notes due 2022, which resulted in total principal payments of
$450 million and the payment of $7.7 million in accrued interest. As a result, we expensed approximately $1.7
million for the write-off of the unamortized debt issuance costs that we had been amortizing over the expected life of
the borrowing, and approximately $5.0 million for the payment of early redemption premiums.
In December 2019, we used a portion of the cash proceeds from the Casting Sale to make a payment on our
Term Loan B Facility, which included a principal payment of $59.8 million and $0.4 million in accrued interest. We
expensed approximately $1.0 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.
In July 2019, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered into the First Amendment to the
Credit Agreement (First Amendment). The First Amendment, among other things, established $340 million in
incremental term loan A commitments under the Amended Credit Agreement with a maturity date of July 29, 2024
(Term Loan A Facility due 2024), reduced the availability under the Revolving Credit Facility from $932 million to
$925 million and extended the maturity date of the Revolving Credit Facility from April 6, 2022 to July 29, 2024, and
modified the applicable margin with respect to interest rates under the Term Loan A Facility due 2024 and interest
rates and commitment fees under the Revolving Credit Facility. The applicable margin and the maturity date for the
Term Loan B Facility remained unchanged. The proceeds of $340 million were used to repay all of the outstanding
loans under the existing Term Loan A Facility and a portion of the outstanding Term Loan B Facility, resulting in no
additional indebtedness. We expensed $5.1 million for the write-off of the unamortized debt issuance costs related
to the existing Term Loan A Facility and a portion of the unamortized debt issuance costs related to our Term Loan B
Facility that we had been amortizing over the expected life of the borrowings.
In May 2019, we voluntarily redeemed the remaining balance outstanding under our 7.75% Notes due 2019.
This resulted in a principal payment of $100 million and $0.3 million in accrued interest. We also expensed
approximately $0.1 million for the write-off of the unamortized debt issuance costs that we had been amortizing over
the expected life of the borrowing, and approximately $2.2 million for an early redemption premium.
Gain on bargain purchase of a business In the fourth quarter of 2019, we completed the acquisition of
certain operations of Mitec, under which we acquired $20.2 million of net assets for a purchase price of $9.4 million,
which was funded entirely with available cash. We recognized a gain on bargain purchase of $10.8 million
associated with this acquisition.
Pension settlement charges In 2020, our restructuring activities resulted in the accelerated recognition of
certain deferred losses under our pension plans totaling $0.5 million. In 2019, we offered a voluntary one-time lump
sum payment option to certain eligible terminated vested participants in our U.S. pension plans that, if accepted,
settled our pension obligations to them. This resulted in a non-cash settlement charge of $9.8 million in the fourth
quarter of 2019 related to the accelerated recognition of certain deferred losses.
Other, net Other, net, which 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 costs and certain settlement charges, was expense of $5.2 million in
2020, compared to expense of $12.5 million in 2019. The decreased expense in other, net in 2020, as compared to
2019, was primarily the result of approximately $6 million of lower net foreign currency remeasurement losses.
28
INCOME TAX BENEFIT Income tax was a benefit of $49.2 million in 2020, as compared to a benefit of $48.9
million in 2019. Our effective income tax rate was 8.1% in 2020 as compared to 9.2% in 2019.
In 2020, our effective income tax rate varied from the U.S. federal statutory rate primarily as a result of the
goodwill impairment charge, which resulted in no income tax benefit, as well as favorable foreign tax rates, the
impact of tax credits, and the finalization of an advance pricing agreement in a foreign jurisdiction, which resulted in
a tax benefit of approximately $6.8 million. We also recognized a tax benefit of approximately $14.4 million related
to our ability to carry back prior year losses, as well as projected current year losses, under the CARES Act to years
with the previous 35% tax rate. These income tax benefits were partially offset by our inability to realize an income
tax benefit for losses incurred in certain foreign and state jurisdictions, as well as a partial valuation allowance of
approximately $5.3 million on certain U.S. federal income tax attributes.
In 2019, our income tax rate varied from the U.S. federal statutory rate primarily as a result of the goodwill
impairment charge, which resulted in no income tax benefit, as well as the incremental tax expense associated with
the global intangible low-taxed income inclusion under the Tax Cuts and Jobs Act of 2017 (the 2017 Act), and our
inability to realize an income tax benefit for losses incurred in certain foreign and state jurisdictions. These items
were partially offset by the impact of favorable foreign tax rates and income tax credits. In addition, as part of the
2017 Act, a one-time transition tax (Transition Tax) was imposed on certain foreign earnings for which U.S. income
tax was previously deferred. The Department of Treasury and Internal Revenue Service issued final regulations on
February 5, 2019 regarding the Transition Tax, which changed the manner in which we are required to compute the
Transition Tax when it is recognized over a two-year period. The application of the final regulations resulted in a
$9.3 million income tax benefit, which was recorded in 2019, the period in which the final regulations were issued.
Due to the uncertainty associated with the extent and ultimate impact of COVID-19 on global automotive
production volumes, we may experience lower than projected earnings in certain jurisdictions in future periods, and
it is reasonably possible that changes in valuation allowances could be recognized in the next twelve months as a
result.
NET LOSS ATTRIBUTABLE TO AAM AND EARNINGS (LOSS) PER SHARE (EPS) Net loss attributable to
AAM was $561.3 million in 2020 as compared to $484.5 million in 2019. Diluted loss per share was $4.96 in 2020
as compared to a diluted loss of $4.31 per share in 2019. Net Loss and EPS were primarily impacted by the factors
discussed above.
29
SEGMENT REPORTING
Our business is organized into Driveline and Metal Forming segments, with each representing a reportable
segment under Accounting Standards Codification (ASC) 280 - Segment Reporting. In the fourth quarter of 2019,
we completed the Casting Sale. The Casting Sale did not qualify for classification as discontinued operations, as it
did not represent a strategic shift in our business that has had, or will have, a major effect on our operations and
financial results. As such, we continue to present Casting as a segment in the tables below, which is comprised
entirely of the U.S. casting operations that were included in the sale.
The results of each segment are regularly reviewed by the chief operating decision maker to assess the
performance of the segment and make decisions regarding the allocation of resources.
Our product offerings by segment are as follows:
•
Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch
modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline
products and systems for light trucks, SUVs, CUVs, passenger cars and commercial vehicles; and
• Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential
gears and assemblies, connecting rods and variable valve timing products for OEMs and Tier 1 automotive
suppliers.
The following tables outline our sales and Segment Adjusted EBITDA for each of our reportable segments for
the years ended December 31, 2020, and 2019 (in millions):
Year Ended December 31, 2020
Driveline
Metal
Forming
Casting
Total
Sales .................................................................................... $ 3,635.6 $ 1,439.2 $
— $ 5,074.8
Less: Intersegment sales ....................................................
30.1
333.9
—
364.0
Net external sales ................................................................
$ 3,605.5 $ 1,105.3 $
— $ 4,710.8
Segment adjusted EBITDA ..................................................
$
501.7 $
218.1 $
— $ 719.8
Year Ended December 31, 2019
Driveline
Metal
Forming
Casting
Total
Sales .................................................................................... $ 4,550.2 $ 1,845.2 $
669.2 $ 7,064.6
Less: Intersegment sales .....................................................
100.5
391.7
41.5
533.7
Net external sales ................................................................
$ 4,449.7 $ 1,453.5 $
627.7 $ 6,530.9
Segment adjusted EBITDA ..................................................
$
610.8 $
316.5 $
43.0 $ 970.3
The change in Driveline sales for the year ended December 31, 2020, as compared to the year ended December
31, 2019, primarily reflects an estimated reduction of approximately $1,037 million associated with the impact of the
decline in global automotive production as a result of COVID-19. This estimated reduction includes approximately
$974 million related to external customers. The change in Driveline sales also reflects a reduction of approximately
$41 million, associated with the effect of metal market pass-throughs to our customers and the impact of foreign
exchange related to translation adjustments. These reductions in sales were partially offset as 2019 sales reflect a
reduction associated with the GM work stoppage that occurred in the second half of 2019. There was no such
impact in 2020.
30
The change in net sales in our Metal Forming segment for the year ended December 31, 2020, as compared to
the year ended December 31, 2019, primarily reflects an estimated reduction of approximately $380 million
associated with the impact of the decline in global automotive production as a result of COVID-19. This estimated
reduction includes approximately $269 million related to external customers. Also for the year ended December 31,
2020, as compared to the year ended December 31, 2019, Metal Forming sales were impacted by a reduction of
approximately $40 million associated with the effect of metal market pass-throughs to our customers and the impact
of foreign exchange related to translation adjustments.
The change in net sales in our Casting segment for the year ended December 31, 2020, as compared to the
year ended December 31, 2019, is the result of the Casting Sale that was completed in the fourth quarter of 2019 as
AAM no longer operates in this business.
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. We define EBITDA to be earnings before interest
expense, income taxes, depreciation and amortization. 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, gain (loss) on the sale of a business, impairment charges, pension settlements, and non-
recurring items.
For the year ended December 31, 2020, as compared to the year ended December 31, 2019, the change in
Segment Adjusted EBITDA for the Driveline segment was primarily attributable to lower net global automotive
production volumes as a result of the impact of COVID-19. This was partially offset by improved operating
performance and lower launch costs, as well as the impact of a customer ED&D recovery of approximately $15
million. The change in Driveline Segment Adjusted EBITDA also reflects the impact of our continued emphasis on
cost management, and the additional measures that we implemented in response to the impact of COVID-19.
For the year ended December 31, 2020, as compared to the year ended December 31, 2019, the change in
Metal Forming Segment Adjusted EBITDA was primarily attributable to the impact of the decline in global
automotive production as a result of the impact of COVID-19. This was partially offset by improved operating
performance, as well as the impact of our continued emphasis on cost management, and the additional measures
that we implemented in response to the impact of COVID-19.
For the year ended December 31, 2020, as compared to the year ended December 31, 2019, the change in
Segment Adjusted EBITDA for our Casting segment was the result of the Casting Sale that was completed in the
fourth quarter of 2019 as AAM no longer operates in this business.
31
Reconciliation of Non-GAAP and GAAP Information
In addition to results reported in accordance with accounting principles generally accepted in the United States of
America (GAAP) in this MD&A, we have provided certain non-GAAP financial measures such as EBITDA and Total
Segment Adjusted EBITDA. Such information is reconciled to its closest GAAP measure in accordance with
Securities and Exchange Commission rules below.
We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Total
Segment Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs,
debt refinancing and redemption costs, gain (loss) on the sale of a business, impairment charges, pension
settlements, 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. 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.
Year Ended December 31,
2020
2019
Net loss ....................................................................................................................... $
(561.1) $
(484.1)
Interest expense ..........................................................................................................
Income tax benefit .......................................................................................................
Depreciation and amortization ....................................................................................
212.3
(49.2)
521.9
EBITDA ....................................................................................................................... $
123.9 $
Restructuring and acquisition-related costs ................................................................
Debt refinancing and redemption costs ......................................................................
Loss on sale of business .............................................................................................
Impairment charges ....................................................................................................
Pension settlements ....................................................................................................
Non-recurring items:
Malvern Fire charges, net of recoveries .................................................................
Gain on bargain purchase of business ...................................................................
Other non-recurring items ......................................................................................
67.2
7.9
1.0
510.0
0.5
9.3
—
—
Total Segment Adjusted EBITDA ................................................................................. $
719.8 $
217.3
(48.9)
536.9
221.2
57.8
8.4
21.3
665.0
9.8
—
(10.8)
(2.4)
970.3
32
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs are to fund debt service obligations, capital expenditures and working capital
requirements, in addition to advancing our strategic initiatives. We believe that operating cash flow, available cash
and cash equivalent balances and available committed borrowing capacity under our Senior Secured Credit
Facilities will be sufficient to meet these needs.
COVID-19 Considerations Related to Liquidity and Capital Resources
In order to mitigate the financial impact of COVID-19, we have implemented measures to conserve cash and
protect our liquidity position, including the following:
•
•
•
•
•
•
•
Continuing to flex our variable cost structure;
Continuing to manage our controllable expenses, net of costs to ensure the health and safety of our
associates;
Reduced the annual cash retainer for each non-employee director by 40% through September 30, 2020;
Reduced salaries for executive officers by 30% and for certain other associates by various percentages
depending on level through September 30, 2020;
Reduced our capital expenditures for the year;
Amended our Credit Agreement to, among other things, revise our financial maintenance covenants to
provide additional financial flexibility; and
Utilizing options to defer and reduce tax payments and to claim tax refunds and employment credits through
the CARES Act and similar global initiatives.
At December 31, 2020 we had approximately $1.5 billion of liquidity consisting of $557 million of cash and cash
equivalents, approximately $891 million of available borrowings under our Revolving Credit Facility and
approximately $73 million of available borrowings under foreign credit facilities. We have no significant debt
maturities before 2024. Based on our cash and cash equivalents, together with available borrowings under credit
facilities, and the measures we are taking to conserve cash, we believe that our current liquidity position and
projected operating cash flows will be sufficient to meet our primary cash needs for the next 12 months.
OPERATING ACTIVITIES Net cash provided by operating activities was $454.7 million in 2020 as compared
to $559.6 million in 2019. The following factors impacted cash provided by operating activities:
Impact of COVID-19 We experienced lower earnings and cash flows from operating activities as a result of the
significant reduction in production volumes during the year ended December 31, 2020 due to the impact of
COVID-19.
Accounts receivable We experienced a decrease in cash flow from operating activities of approximately $35
million related to the change in our accounts receivable balance from December 31, 2019 to December 31, 2020, as
compared to the change in accounts receivable from December 31, 2018 to December 31, 2019. This change was
primarily attributable to the timing of payments from customers, partially offset by a slight increase in sales in the
fourth quarter of 2020 as compared to the fourth quarter of 2019.
Accounts payable and accrued expenses We experienced an increase in cash flow from operating activities
of approximately $61 million related to the change in our accounts payable and accrued expenses balance from
December 31, 2019 to December 31, 2020, as compared to the change in balance from December 31, 2018 to
December 31, 2019. This change was attributable primarily to the favorable impact of working capital initiatives,
partially offset by a reduction in accounts payable as a result of the timing of payments to suppliers.
Income taxes Income taxes paid, net was $2.1 million in 2020, as compared to $57.1 million in 2019. During
2020, we received an income tax refund of approximately $31 million related to the utilization of net operating losses
under the provisions of the CARES Act and an income tax refund of approximately $11 million related to prior
alternative minimum tax credits. See Note 1 - Organization and Summary of Significant Accounting Policies for
additional detail regarding the CARES Act.
33
Also in 2020, we finalized an advance pricing agreement in a foreign jurisdiction, which resulted in a cash
payment to the tax authorities of $18.5 million, and a reduction of our liability for unrecognized tax benefits and
related interest and penalties of $25.3 million. As of December 31, 2020 and December 31, 2019, we have
recorded a liability for unrecognized income tax benefits and related interest and penalties of $22.2 million and
$52.6 million, respectively.
Restructuring and acquisition-related costs We incurred $67.2 million and $57.8 million of charges related
to restructuring and acquisition-related costs in 2020 and 2019, respectively, and a significant portion of these
charges were cash charges. In 2021, we expect restructuring and acquisition-related payments to be between $50
million and $65 million for the full year.
Pension and other postretirement benefits (OPEB) Our cash payments for OPEB, net of GM cost sharing,
were $12.5 million in 2020 and $15.5 million in 2019. This compares to our annual postretirement cost of $10.1
million in 2020 and $11.7 million in 2019. We expect our cash payments for OPEB obligations in 2021, net of GM
cost sharing, to be approximately $17 million.
Due to the availability of our pre-funded pension balances (previous contributions in excess of prior required
pension contributions), we expect our regulatory pension funding requirements in 2021 to be less than $1.0 million.
Interest paid Interest paid in 2020 was $192.4 million as compared to $205.4 million in 2019.
Malvern Fire In 2020, we received $11.1 million of cash as an advance under our insurance policies associated
with expenses incurred as a result of the Malvern Fire. At December 31, 2020, we have an insurance recovery
receivable of $43.1 million, which is included in Prepaid expenses and other in our Consolidated Balance Sheet.
INVESTING ACTIVITIES For the year ended December 31, 2020, net cash used in investing activities was
$218.4 million as compared to $306.6 million for the year ended December 31, 2019. Capital expenditures were
$215.6 million in 2020 and $433.3 million in 2019. We expect our capital spending in 2021 to be approximately 4.5%
of sales, which includes support for our global program launches in 2021 and 2022 within our new and incremental
business backlog, as well as program capacity increases and future launches of replacement programs.
As a result of the Casting Sale completed in the fourth quarter of 2019, we received net cash proceeds of
$141.2 million. Also in 2019, we completed the acquisition of Mitec for approximately $9 million, and made
payments totaling approximately $9 million as part of our investment in the Liuzhou AAM joint venture.
FINANCING ACTIVITIES Net cash used in financing activities was $214.5 million in 2020, compared to net
cash used in financing activities of $200.0 million in 2019. Total debt outstanding, net of debt issuance costs, was
$3,455.0 million at year-end 2020 and $3,641.0 million at year-end 2019. The change in total debt outstanding, net
of issuance costs, at year-end 2020, as compared to year-end 2019, was primarily due to the factors noted below.
Senior Secured Credit Facilities In 2019, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered
into the First Amendment to the Credit Agreement. The First Amendment, among other things, established $340
million in incremental term loan A commitments with a maturity date of July 29, 2024 (Term Loan A Facility due
2024), reduced the availability under the Revolving Credit Facility from $932 million to $925 million and extended
the maturity date of the Revolving Credit Facility from April 6, 2022 to July 29, 2024, and modified the applicable
margin with respect to interest rates under the Term Loan A Facility due 2024 and interest rates and commitment
fees under the Revolving Credit Facility. The applicable margin and the maturity date for the Term Loan B Facility
remained unchanged. The proceeds of $340 million were used to repay all of the outstanding loans under the prior
Term Loan A Facility and a portion of the outstanding Term Loan B Facility, resulting in no additional indebtedness.
This also satisfies all payment requirements under the Term Loan B Facility until maturity in 2024.
In April 2020, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered into the Second Amendment to
the Credit Agreement (Second Amendment). For the period from April 1, 2020 through March 31, 2022 (the
Amendment Period), the Second Amendment, among other things, replaced the total net leverage ratio covenant
with a new senior secured net leverage ratio covenant, reduced the minimum levels of the cash interest expense
coverage ratio covenant, and modified certain covenants restricting the ability of Holdings, AAM and certain
subsidiaries of Holdings to create, incur, assume or permit to exist certain additional indebtedness and liens and to
make certain restricted payments, voluntary payments and distributions. The Second Amendment also increased
the maximum levels of the total net leverage ratio covenant after the Amendment Period, modified the applicable
34
margin with respect to interest rates under the Term Loan A Facility due 2024 and interest rates and commitment
fees under the Revolving Credit Facility, and increased the minimum adjusted London Interbank Offered Rate for
Eurodollar-based loans under the Term Loan A Facility due 2024 and Revolving Credit Facility. The applicable
margin for the Term Loan B Facility remains unchanged. We paid debt issuance costs of $4.6 million in 2020 related
to the Second Amendment.
In December 2020, we made a voluntary prepayment of $100 million on our Term Loan B Facility and paid
approximately $15 million on our Term Loan A Facility due 2024, which included approximately $13 million for the
prepayment of all required payments under the Term Loan A Facility due 2024 for 2021.
In December 2019, we used a portion of the cash proceeds from the Casting Sale to make a payment on our
Term Loan B Facility, which included a principal payment of $59.8 million and $0.4 million in accrued interest.
At December 31, 2020, $891.2 million was available under the Revolving Credit Facility. This availability
reflects a reduction of $33.8 million for standby letters of credit issued against the facility. The proceeds of the
Revolving Credit Facility are used for general corporate purposes.
The Senior Secured Credit Facilities provide back-up liquidity for our foreign credit facilities. We intend to use
the availability of long-term financing under the Senior Secured Credit Facilities to refinance any current maturities
related to such debt agreements that are not otherwise refinanced on a long-term basis in their local markets,
except where otherwise reclassified to Current portion of long-term debt on our Consolidated Balance Sheet.
6.875% Notes due 2028 In June 2020, we issued $400 million in aggregate principal amount of 6.875% senior
notes due 2028 (the 6.875% Notes). Proceeds from the 6.875% Notes were used primarily to fund the redemption
of the remaining $350 million of 6.625% senior notes due 2022 described below and for general corporate
purposes. We paid debt issuance costs of $6.4 million in 2020 related to the 6.875% Notes.
Redemption of 6.625% Notes Due 2022 In 2020, we voluntarily redeemed our 6.625% Notes due 2022, which
resulted in total principal payments of $450 million, as well as the payment of $7.7 million in accrued interest and
approximately $5.0 million for early redemption premiums.
Redemption of 7.75% Notes Due 2019 In May 2019, we voluntarily redeemed the remaining balance
outstanding under our 7.75% Notes due 2019. This resulted in a principal payment of $100.0 million, as well as $0.3
million in accrued interest and approximately $2.2 million for an early redemption premium.
Foreign Credit Facilities We utilize local currency credit facilities to finance the operations of certain foreign
subsidiaries. At December 31, 2020, $88.8 million was outstanding under our foreign credit facilities and an
additional $72.8 million was available, as compared to December 31, 2019, when $106.0 million was outstanding
under our foreign credit facilities and an additional $89.1 million was available.
Treasury stock Treasury stock increased by $2.7 million in 2020 to $212.0 million as compared to $209.3
million at year-end 2019, due to the withholding and repurchase of shares of AAM stock to satisfy employee tax
withholding obligations due upon the vesting of performance shares and restricted stock units.
Credit ratings To access public debt capital markets, the Company relies on credit rating agencies to assign
short-term and long-term credit ratings to our securities as an indicator of credit quality for fixed income investors. A
credit rating agency may change or withdraw its ratings based on its assessment of our current and future ability to
meet interest and principal repayment obligations. Credit ratings may affect our cost of borrowing and/or our access
to debt capital markets. The credit ratings and outlook currently assigned to our securities by the rating agencies are
as follows:
Standard & Poor's ...................
Moody's Investors Services ....
Corporate
Family Rating
B+
B1
Senior
Unsecured
Notes Rating
B-
B2
Senior
Secured Notes
Rating
BB-
Ba2
Outlook
Positive
Negative
Dividend program We have not declared or paid any cash dividends on our common stock in 2020 or 2019.
35
Contractual obligations The following table summarizes payments due on our contractual obligations as of
December 31, 2020:
Payments due by period
Total
<1yr
1-3 yrs
(in millions)
3-5 yrs
>5 yrs
Current and long-term debt ..................... $
3,500.6 $
32.2 $
107.6 $
2,060.8 $
1,300.0
Interest obligations ..................................
Finance lease obligations ........................
Operating leases (1) ................................
Purchase obligations (2) ..........................
Other long-term liabilities (3) ...................
941.9
21.0
149.6
90.8
571.0
196.8
375.7
250.0
119.4
3.0
27.9
81.7
59.7
3.3
41.1
9.1
1.1
23.2
—
13.6
57.4
—
110.3
113.6
287.4
Total ......................................................... $
5,274.9 $
401.3 $
647.1 $
2,448.7 $
1,777.8
(1) Operating leases include all lease payments through the end of the contractual lease terms, which includes elections for
repurchase options which we are reasonably certain to exercise. These commitments include machinery and equipment,
commercial office and production facilities, vehicles and other assets.
(2) Purchase obligations represent our obligated purchase commitments for capital expenditures and related project expense.
(3) Other long-term liabilities primarily represent our estimated pension and other postretirement benefit obligations, net of
GM cost sharing, that were actuarially determined through 2030.
Subsidiary Guarantees of Registered Debt Securities Our 6.875% Notes, 6.50% Notes, 6.25% Notes (due
2026), and 6.25% Notes (due 2025) (collectively, the Notes) are senior unsecured obligations of AAM, Inc. (Issuer); all
of which are fully and unconditionally guaranteed, on a joint and several basis, by Holdings and substantially all
domestic subsidiaries of AAM, Inc. and MPG Inc (Subsidiary Guarantors). Holdings has no significant assets other
than its 100% ownership in AAM, Inc. and MPG Inc., and no direct subsidiaries other than AAM, Inc. and MPG Inc.
Each guarantee by Holdings and/or any of the Subsidiary Guarantors is:
•
•
•
a senior obligation of the relevant Subsidiary Guarantors;
the unsecured and unsubordinated obligation of the relevant Subsidiary Guarantors; and
of equal rank with all other existing and future unsubordinated and unsecured indebtedness of the relevant
Subsidiary Guarantors.
Each guarantee by a Subsidiary Guarantor provides by its terms that it will be automatically, fully and
unconditionally released and discharged upon:
•
•
•
Any sale, exchange or transfer (by merger or otherwise) of the capital stock of such Subsidiary Guarantor,
or the sale or disposition of all the assets of such Subsidiary Guarantor, which sale, exchange, transfer or
disposition is made in compliance with the applicable provisions of the indentures;
the exercise by the issuer of its legal defeasance option or covenant defeasance option or the discharge of
the issuer’s obligations under the indentures in accordance with the terms of the indentures; or
the election of the issuer to affect such a release following the date that such guaranteed Notes have an
investment grade rating from both Standard & Poor's Ratings Group, Inc, and Moody's Investors Service,
Inc.
36
The following represents summarized financial information of AAM Holdings, AAM Inc. and the Subsidiary
Guarantors (collectively, the Combined Entities). The information has been prepared on a combined basis and
excludes any investments of AAM Holdings, AAM Inc., or the Subsidiary Guarantors in non-guarantor subsidiaries.
Intercompany transactions and amounts between Combined Entities have been eliminated.
Statement of Operations Information
(in millions)
Net sales ......................................................................................... $
3,649.8
$
Gross profit .....................................................................................
Loss from operations ......................................................................
Net loss ...........................................................................................
301.2
(458.3)
(521.3)
3,043.3
192.0
(793.3)
(718.0)
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Balance Sheet Information
(in millions)
December 31, 2020
December 31, 2019
Current assets ................................................................................ $
1,155.1
$
Noncurrent assets ...........................................................................
2,765.2
Current liabilities .............................................................................
Noncurrent liabilities .......................................................................
Redeemable preferred stock ..........................................................
Noncontrolling interest ....................................................................
1,075.9
4,233.6
—
—
699.5
3,120.4
551.9
4,281.3
—
—
At December 31, 2020 and December 31, 2019, amounts owed by the Combined Entities to non-guarantor
entities totaled approximately $660 million and $125 million, respectively, and amounts owed to the Combined
Entities from non-guarantor entities totaled approximately $750 million and $630 million, respectively.
CYCLICALITY AND SEASONALITY
Our operations are cyclical because they are directly related to worldwide automotive production, which is itself
cyclical and dependent on general economic conditions and other factors. Typically, our business is moderately
seasonal as our major OEM customers historically have an extended shutdown of operations (normally 1-2 weeks)
in conjunction with their model year changeover and an approximate one-week shutdown in December. Our major
OEM customers also occasionally have longer shutdowns of operations (up to 6 weeks) for program changeovers.
Accordingly, our quarterly results may reflect these trends.
LEGAL PROCEEDINGS
See Note 11 - Commitments and Contingencies in Item 8, "Financial Statements and Supplementary Data" for
discussion of legal proceedings and the effect on AAM.
EFFECT OF NEW ACCOUNTING STANDARDS
See Note 1 - Organization and Summary of Significant Accounting Policies in Item 8, "Financial Statements and
Supplementary Data" for discussion of new accounting standards and the effect on AAM.
37
CRITICAL ACCOUNTING ESTIMATES
In order to prepare consolidated financial statements in conformity with GAAP, we are required to make
estimates and assumptions that affect the reported amounts and disclosures in our consolidated financial
statements. These estimates are subject to an inherent degree of uncertainty and actual results could differ from our
estimates.
Other items in our consolidated financial statements require estimation. In our judgment, they are not as critical
as those disclosed below. We have discussed and reviewed our critical accounting estimates disclosure with the
Audit Committee of our Board of Directors.
GOODWILL We record goodwill when the purchase price of acquired businesses exceeds the value of their
identifiable net tangible and intangible assets acquired. We periodically evaluate goodwill for impairment in
accordance with the accounting guidance for goodwill and other indefinite-lived intangibles that are not amortized.
We review our goodwill for impairment annually during the fourth quarter. In addition, we review goodwill for
impairment whenever adverse events or changes in circumstances indicate a possible impairment.
This review is performed at the reporting unit level, and involves a comparison of the fair value of the reporting
unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount,
goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair
value, an impairment loss is recognized in an amount equal to the excess carrying value over fair value.
In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in
determining the fair value of our reporting units. Fair value of each reporting unit is estimated based on a
combination of discounted cash flows and the use of pricing multiples derived from an analysis of comparable public
companies multiplied against historical and/or anticipated financial metrics of each reporting unit. These calculations
contain uncertainties as they require management to make assumptions including, but not limited to, market
comparables, future cash flows of the reporting units, and appropriate discount and long-term growth rates. A
decline in the actual cash flows of our reporting units in future periods, as compared to the projected cash flows
used in our valuations, could result in the carrying value of the reporting units exceeding their respective fair values.
Further, a change in market comparables, discount rate or long-term growth rate, as a result of a change in
economic conditions or otherwise, could result in the carrying values of the reporting units exceeding their
respective fair values.
Our business is organized into two segments: Driveline and Metal Forming. Under the goodwill guidance, we
determined that each of our segments represented a reporting unit. The determination of our reporting units and
impairment indicators also require us to make significant judgments. See Note 3 - Goodwill and Other Intangible
Assets for further detail regarding our goodwill impairment analyses for the years 2020, 2019 and 2018.
IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, excluding goodwill, to be held and used are
reviewed for impairment whenever adverse events or changes in circumstances indicate a possible impairment.
Recoverability of each “held for use” asset group affected by impairment indicators is determined by comparing the
forecasted undiscounted cash flows of the operations to which the assets relate to their carrying amount. If the
carrying amount of an asset group exceeds the undiscounted cash flows and is therefore not recoverable, the
assets in this group are written down to their estimated fair value. We estimate fair value based on market prices,
when available, or on a discounted cash flow analysis. Long-lived assets held for sale are recorded at the lower of
their carrying amount or fair value less cost to sell. Significant judgments and estimates used by management when
evaluating long-lived assets for impairment include:
• An assessment as to whether an adverse event or circumstance has triggered the need for an impairment
review;
• Determination of asset groups, the primary asset within each group, and the primary asset's average
estimated useful life;
• Undiscounted future cash flows generated by the assets; and
• Determination of fair value when an impairment is deemed to exist, which may require assumptions related to
future general economic conditions, future expected production volumes, product pricing and cost estimates,
working capital and capital investment requirements, discount rates and estimated liquidation values.
38
See Note 3 - Goodwill and Other Intangible Assets and Note 16 - Acquisitions and Dispositions for further detail
regarding our assessment of impairment of long-lived assets.
PENSION AND OTHER POSTRETIREMENT BENEFITS In calculating our assets, liabilities and expenses
related to pension and OPEB, key assumptions include the discount rate, expected long-term rates of return on plan
assets, mortality projections and rates of increase in health care costs.
The discount rates used in the valuation of our U.S. pension and OPEB obligations were based on an actuarial
review of a hypothetical portfolio of long-term, high quality corporate bonds matched against the expected payment
stream for each of our plans. In 2020, the weighted-average discount rates determined on that basis were 2.50% for
the valuation of our pension benefit obligations and 2.55% for the valuation of our OPEB obligations. The discount
rate used in the valuation of our United Kingdom (U.K.) pension obligations were based on hypothetical yield curves
developed from corporate bond yield information within each regional market. In 2020, the weighted-average
discount rates determined on that basis were 1.55% for our U.K. plans. The expected weighted-average long-term
rates of return on our plan assets were 7.25% for our U.S. plans, and 4.00% for our U.K. plans in 2020.
We developed these rates of return assumptions based on future capital market expectations for the asset
classes represented within our portfolio and a review of long-term historical returns. The asset allocation for our
plans was developed in consideration of the demographics of the plan participants and expected payment stream of
the liability. Our investment policy allocates approximately 25% - 40% of the U.S. plans' assets to equity securities,
depending on the plan, with the remainder invested in fixed income securities, hedge fund investments and cash.
The rates of increase in health care costs are based on current market conditions, inflationary expectations and
historical information.
All of our assumptions were developed in consultation with our actuarial service providers. While we believe
that we have selected reasonable assumptions for the valuation of our pension and OPEB obligations at year-end
2020, actual trends could result in materially different valuations.
The effect on our pension plans of a 0.5% decrease in both the discount rate and expected return on assets is
shown below as of December 31, 2020, our valuation date.
Decline in funded status ................................................................................. $
Increase in 2020 expense .............................................................................. $
Discount
Rate
Expected
Return on
Assets
(in millions)
(56.9)
0.3 $
N/A
3.0
No changes in benefit levels or in the amortization of gains or losses have been assumed.
For 2021, we assumed a weighted-average annual increase in the per-capita cost of covered health care
benefits of 6.25% for OPEB. The rate is assumed to decrease gradually to 5.0% by 2026 and remain at that level
thereafter. A 0.5% decrease in the discount rate for our OPEB would have decreased total expense in 2020 and
increased the postretirement obligation, net of GM cost sharing, at December 31, 2020 by $0.7 million and $21.6
million, respectively. A 1.0% increase in the assumed health care trend rate would have increased total service and
interest cost in 2020 and the postretirement obligation, net of GM cost sharing, at December 31, 2020 by $1.1
million and $37.0 million, respectively.
AAM and GM share in the cost of OPEB for eligible retirees proportionally based on the length of service an
employee had with AAM and GM. We estimate the future cost sharing payments and present it as an asset on our
Consolidated Balance Sheet. As of December 31, 2020, we estimated $250.0 million in future GM cost sharing. If,
in the future, GM were unable to fulfill this financial obligation, our OPEB obligations could be different than our
current estimates.
39
PRODUCT WARRANTY We record a liability and related charge to cost of goods sold for estimated warranty
obligations at the dates our products are sold or when specific warranty issues are identified. Product warranties not
expected to be paid within one year are recorded as a noncurrent liability on our Consolidated Balance Sheet. Our
estimated warranty obligations for products sold are based on significant management estimates, with input from
our warranty, sales, engineering, quality and legal departments. For products and customers with actual warranty
payment experience, we estimate warranty costs principally based on past claims history. For certain products and
customers, actual warranty payment experience does not exist or is not mature. In these cases, we estimate our
costs based on the contractual arrangements with our customers, existing customers' warranty program terms and
internal and external warranty data, which includes a determination of our responsibility for potential warranty issues
or claims and estimates of repair costs. We actively study trends of our warranty claims and take action to improve
product quality and minimize warranty claims. We continuously evaluate these estimates and our customers'
administration of their warranty programs. We closely monitor actual warranty claim data and adjust the liability, as
necessary, on a quarterly basis.
In addition to our ordinary warranty provisions with our customers, we may be responsible for certain costs
associated with product recalls and field actions, which are recorded at the time our obligation is probable and can
be reasonably estimated.
Our warranty accrual was $66.7 million as of December 31, 2020 and $62.0 million as of December 31, 2019.
During 2020 and 2019, we made adjustments to our warranty accrual to reflect revised estimates regarding our
projected future warranty obligations. Actual experience could differ from the amounts estimated requiring
adjustments to these liabilities in future periods. It is possible that changes in our assumptions or future warranty
issues could materially affect our financial position and results of operations.
VALUATION OF DEFERRED TAX ASSETS AND OTHER TAX LIABILITIES Because we operate in many
different geographic locations, including several foreign, state and local tax jurisdictions, the evaluation of our ability
to use all recognized deferred tax assets is complex. In accordance with ASC 740 - Income Taxes, we review the
likelihood that we will realize the benefit of deferred tax assets and estimate whether recoverability of our deferred
tax assets is “more likely than not,” based on forecasts of taxable income in the related tax jurisdictions. In
determining the requirement for a valuation allowance, the historical results, projected future operating results
based upon approved business plans, eligible carry forward periods, and tax planning opportunities are considered,
along with other relevant positive and negative evidence. If, based upon available evidence, it is more likely than not
the deferred tax assets will not be realized, a valuation allowance is recorded.
As of December 31, 2020, we have a valuation allowance of approximately $208.0 million related to net
deferred tax assets in several foreign jurisdictions and U.S. federal, state and local jurisdictions. As of December
31, 2019 and 2018, our valuation allowance was $196.0 million and $183.3 million, respectively.
If, in the future, we generate taxable income on a sustained basis in foreign and U.S. federal, state and local
jurisdictions for which we have recorded valuation allowances, our current estimate of the recoverability of our
deferred tax assets could change and result in the future reversal of some or all of the valuation allowance. While
we believe we have made appropriate valuations of our deferred tax assets, unforeseen changes in tax legislation,
regulatory activities, audit results, operating results, financing strategies, organization structure and other related
matters may result in material changes in our deferred tax asset valuation allowances or our tax liabilities.
We record uncertain tax positions on the basis of a two-step process whereby: (1) we determine whether it is
"more likely than not" that the tax positions will be sustained based on the technical merits of the position: and (2)
for those positions that meet the "more likely than not" recognition threshold, we recognize the largest amount of tax
benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We
record interest and penalties on uncertain tax positions in income tax expense (benefit).As of December 31, 2020
and 2019, we had a liability for unrecognized income tax benefits and related interest and penalties of $22.2 million
and $52.6 million, respectively. Based on the status of ongoing tax audits, and the protocol of finalizing audits by the
relevant tax authorities, it is not possible to estimate the impact of changes, if any, to previously recorded uncertain
tax positions. We will continue to monitor the progress and conclusions of all ongoing audits and other
communications with tax authorities and will adjust our estimated liability as necessary.
40
Forward-Looking Statements
In this MD&A and elsewhere in this Form 10-K (Annual Report), we make statements concerning our expectations, beliefs, plans,
objectives, goals, strategies, and future events or performance. Such statements are “forward-looking” statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and
operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” "target," and
similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on
information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future
events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements.
Important factors that could cause such differences include, but are not limited to:
• significant disruptions in production, sales and/or supply as a result of public health crises, including pandemic or epidemic
illness such as Novel Coronavirus (COVID-19), or otherwise;
• global economic conditions;
• reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), Ford Motor Company (Ford) or other
customers;
• our ability to respond to changes in technology, increased competition or pricing pressures;
• our ability to develop and produce new products that reflect market demand;
• lower-than-anticipated market acceptance of new or existing products;
• our ability to attract new customers and programs for new products;
• reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, FCA and
Ford);
• risks inherent in our global operations (including tariffs and the potential consequences thereof to us, our suppliers, and our
customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement
(USMCA), immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply,
and currency rate fluctuations);
• a significant disruption in operations at one or more of our key manufacturing facilities;
• negative or unexpected tax consequences;
• risks related to a failure of our information technology systems and networks, and risks associated with current and emerging
technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
• supply shortages or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as
a result of pandemics, natural disasters or otherwise;
• availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate
purposes including acquisitions, as well as our ability to comply with financial covenants;
• our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate
purposes;
• an impairment of our goodwill, other intangible assets, or long-lived assets if our business or market conditions indicate that the
carrying values of those assets exceed their fair values;
• liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or
may become a party, or the impact of product recall or field actions on our customers;
• our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
• our ability to maintain satisfactory labor relations and avoid work stoppages;
• our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
• our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
• our ability to realize the expected revenues from our new and incremental business backlog;
• price volatility in, or reduced availability of, fuel;
• our ability to protect our intellectual property and successfully defend against assertions made against us;
• risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen
costs at our facilities or reputational damage;
• adverse changes in laws, government regulations or market conditions affecting our products or our customers' products;
• our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such
compliance;
• changes in liabilities arising from pension and other postretirement benefit obligations;
• our ability to attract and retain key associates; and
• other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and any or all of the foregoing factors may be exacerbated by COVID-19.
Further, we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date
hereof that may affect the accuracy of any forward-looking statement.
41
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
MARKET RISK
Our business and financial results are affected by fluctuations in global financial markets, including currency
exchange rates and interest rates. Our hedging policy has been developed to manage these risks to an acceptable
level based on management's judgment of the appropriate trade-off between risk, opportunity and cost. We do not
hold financial instruments for trading or speculative purposes.
CURRENCY EXCHANGE RISK From time to time, we use foreign currency forward contracts to reduce the
effects of fluctuations in certain foreign currencies. At December 31, 2020 and December 31, 2019, we had
currency forward contracts with a notional amount of $178.2 million and $180.1 million outstanding,
respectively. The potential decrease in fair value of foreign exchange contracts, assuming a 10% adverse change
in the foreign currency exchange rates, would be approximately $16.2 million at December 31, 2020 and was
approximately $16.5 million at December 31, 2019.
In 2019, we entered into a fixed-to-fixed cross-currency swap to reduce the variability of functional currency
equivalent cash flows associated with changes in exchange rates on certain Euro-based intercompany loans. In the
first quarter of 2020, we discontinued this cross-currency swap, which was in an asset position of $9.8 million on the
date it was discontinued. Also in the first quarter of 2020, we entered into a new fixed-to-fixed cross-currency swap
to reduce the variability of functional currency equivalent cash flows associated with changes in exchange rates on
certain Euro-based intercompany loans. At December 31, 2020 and December 31, 2019 the notional amount of the
fixed-to-fixed cross-currency swap was $244.2 million and $224.2 million, respectively. The potential decrease in
fair value of the fixed-to-fixed cross-currency swap, assuming a 10% adverse change in foreign currency exchange
rates, would be approximately $24.4 million at December 31, 2020 and was approximately $22.4 million at
December 31, 2019.
Future business operations and opportunities, including the expansion of our business outside North America,
may further increase the risk that cash flows resulting from these global operations may be adversely affected by
changes in currency exchange rates. If and when appropriate, we intend to manage these risks by creating natural
hedges in the structure of our global operations, utilizing local currency funding of these expansions and various
types of foreign exchange contracts.
INTEREST RATE RISK We are exposed to variable interest rates on certain credit facilities. From time to
time, we have used interest rate hedging to reduce the effects of fluctuations in market interest rates. In 2019, we
entered into a variable-to-fixed interest rate swap to reduce the variability of cash flows associated with interest
payments on our variable rate debt. As of December 31, 2020, we have the following notional amounts hedged in
relation to our variable-to-fixed interest rate swap: $900.0 million through May 2021, $750.0 million through May
2022, $600.0 million through May 2023 and $500.0 million through May 2024.
The pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates (approximately
17% of our weighted-average interest rate at December 31, 2020) on our long-term debt outstanding at December
31, 2020 would be approximately $6.0 million and was approximately $6.3 million at December 31, 2019, on an
annualized basis.
42
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Item 8.
Financial Statements and Supplementary Data
Consolidated Statements of Operations
Year Ended December 31,
2020
2019
(in millions, except per share data)
2018
Net sales ........................................................................................ $
4,710.8 $
6,530.9 $
7,270.4
Cost of goods sold .........................................................................
4,128.1
5,628.3
6,130.0
Gross profit ....................................................................................
582.7
902.6
1,140.4
Selling, general and administrative expenses ...............................
313.9
364.7
385.7
Amortization of intangible assets ...................................................
86.6
95.4
99.4
Impairment charges (Note 3 and Note 16) ....................................
510.0
665.0
485.5
Restructuring and acquisition-related costs ...................................
Loss (gain) on sale of business (Note 16) .....................................
67.2
1.0
57.8
21.3
78.9
(15.5)
Operating income (loss) ................................................................
(396.0)
(301.6)
106.4
Interest expense ............................................................................
(212.3)
(217.3)
(216.3)
Interest income ..............................................................................
11.6
5.8
2.0
Other income (expense)
Debt refinancing and redemption costs .....................................
(7.9)
(8.4)
Gain on bargain purchase of business ......................................
Gain on settlement of capital lease ...........................................
Pension settlement charges ......................................................
Other expense, net ....................................................................
—
—
(0.5)
(5.2)
10.8
—
(9.8)
(12.5)
(19.4)
—
15.6
—
(2.2)
Loss before income taxes ..............................................................
(610.3)
(533.0)
(113.9)
Income tax benefit .........................................................................
(49.2)
(48.9)
(57.1)
Net loss .......................................................................................... $
(561.1) $
(484.1) $
(56.8)
Net income attributable to noncontrolling interests ........................
(0.2)
(0.4)
(0.7)
Net loss attributable to AAM .......................................................... $
(561.3) $
(484.5) $
(57.5)
Basic loss per share ...................................................................... $
(4.96) $
(4.31) $
(0.51)
Diluted loss per share .................................................................... $
(4.96) $
(4.31) $
(0.51)
See accompanying notes to consolidated financial statements
43
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Consolidated Statements of Comprehensive Income (Loss)
Year Ended December 31,
2020
2019
2018
(in millions)
Net loss ....................................................................................................... $
(561.1) $
(484.1) $
(56.8)
Other comprehensive income (loss)
Defined benefit plans, net of $12.7 million, $3.0 million and $(9.8)
million of tax in 2020, 2019 and 2018, respectively ...............................
Foreign currency translation adjustments ..............................................
Changes in cash flow hedges, net of tax of $1.3 million, $6.1 million
and $0.5 million in 2020, 2019 and 2018, respectively ..........................
Other comprehensive loss ..........................................................................
(51.1)
(0.2)
(4.4)
(55.7)
(18.3)
(4.6)
(14.6)
(37.5)
38.1
(62.5)
5.5
(18.9)
Comprehensive loss ................................................................................... $
(616.8) $
(521.6) $
(75.7)
Net income attributable to noncontrolling interests ................................
Foreign currency translation adjustments attributable to noncontrolling
interests .................................................................................................
(0.2)
(0.4)
(0.7)
0.3
—
—
Comprehensive loss attributable to AAM .................................................... $
(616.7) $
(522.0) $
(76.4)
See accompanying notes to consolidated financial statements
44
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Consolidated Balance Sheets
December 31,
2020
2019
(in millions, except per share data)
Assets
Current assets
Cash and cash equivalents .................................................................................... $
Accounts receivable, net ........................................................................................
Inventories, net ......................................................................................................
Prepaid expenses and other ..................................................................................
Total current assets ...................................................................................................
Property, plant and equipment, net ...........................................................................
Deferred income taxes ..............................................................................................
Goodwill ....................................................................................................................
Other intangible assets, net ......................................................................................
GM postretirement cost sharing asset ......................................................................
Operating lease right-of-use assets ..........................................................................
Other assets and deferred charges ..........................................................................
Total assets ............................................................................................................... $
Liabilities and Stockholders' Equity
Current liabilities
Current portion of long-term debt ........................................................................... $
Accounts payable ...................................................................................................
Accrued compensation and benefits ......................................................................
Deferred revenue ...................................................................................................
Current portion of operating lease liabilities ...........................................................
Accrued expenses and other .................................................................................
Total current liabilities ................................................................................................
Long-term debt, net ...................................................................................................
Deferred revenue ......................................................................................................
Deferred income taxes ..............................................................................................
Long-term portion of operating lease liabilities .........................................................
Postretirement benefits and other long-term liabilities ..............................................
Total liabilities ............................................................................................................
Stockholders' equity
Preferred stock, par value $0.01 per share; 10.0 million shares
authorized; no shares outstanding in 2020 or 2019 ..............................................
Series common stock, par value $0.01 per share; 40.0 million
shares authorized; no shares outstanding in 2020 or 2019 ..................................
Common stock, par value $0.01 per share; 150.0 million shares authorized;
121.3 million and 120.2 million shares issued as of December 31, 2020 and
December 31, 2019, respectively .........................................................................
Paid-in capital .........................................................................................................
Retained earnings (Accumulated deficit) ................................................................
Treasury stock at cost, 8.0 million shares in 2020 and 7.6 million shares in 2019 .
Accumulated other comprehensive loss
Defined benefit plans, net of tax ..........................................................................
Foreign currency translation adjustments ............................................................
Unrecognized loss on cash flow hedges, net of tax .............................................
Total AAM stockholders' equity .................................................................................
Noncontrolling interests in subsidiaries ................................................................
Total stockholders' equity ..........................................................................................
Total liabilities and stockholders' equity .................................................................... $
See accompanying notes to consolidated financial statements
45
557.0 $
793.2
323.2
203.6
1,877.0
2,163.8
107.8
185.7
780.7
237.0
116.6
447.7
5,916.3 $
13.7 $
578.9
170.9
23.4
22.6
169.8
979.3
3,441.3
91.0
13.2
94.4
923.9
5,543.1
—
—
1.2
1,333.3
(319.8)
(212.0)
(311.0)
(101.1)
(20.1)
370.5
2.7
373.2
5,916.3 $
532.0
815.4
373.6
136.8
1,857.8
2,358.4
64.1
699.1
864.5
223.3
118.5
458.9
6,644.6
28.7
623.5
154.4
18.9
21.8
179.1
1,026.4
3,612.3
83.7
19.6
96.7
825.5
5,664.2
—
—
1.2
1,313.9
248.6
(209.3)
(259.9)
(101.2)
(15.7)
977.6
2.8
980.4
6,644.6
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Consolidated Statements of Cash Flows
Year Ended December 31,
Operating activities
Net loss ........................................................................................................... $
Adjustments to reconcile net loss to net cash provided by operating
activities
Depreciation and amortization ......................................................................
Impairment charges ......................................................................................
Deferred income taxes .................................................................................
Stock-based compensation ..........................................................................
Pensions and other postretirement benefits, net of contributions ................
Loss (gain) on sale or acquisition of business, net .......................................
Loss (gain) on disposal of property, plant and equipment, net .....................
Debt refinancing and redemption costs ........................................................
Changes in operating assets and liabilities, net of amounts acquired or
disposed
Accounts receivable ...................................................................................
Inventories ..................................................................................................
Accounts payable and accrued expenses ..................................................
Deferred revenue ........................................................................................
Other assets and liabilities ..........................................................................
Net cash provided by operating activities .......................................................
Investing activities
Purchases of property, plant and equipment ..................................................
Proceeds from sale of property, plant and equipment ....................................
Purchase buyouts of leased equipment ..........................................................
Final settlement on sale of business ...............................................................
Proceeds from sale of business, net ...............................................................
Acquisition of business, net of cash acquired .................................................
Investment in affiliates ....................................................................................
Net cash used in investing activities ...............................................................
Financing activities
Proceeds from Revolving Credit Facility .........................................................
Payments of Revolving Credit Facility ............................................................
Proceeds from issuance of long-term debt .....................................................
Payments of long-term debt, finance lease obligations and other ..................
Debt issuance costs ........................................................................................
Purchase of treasury stock .............................................................................
Purchase of noncontrolling interest .................................................................
Other financing activities .................................................................................
Net cash used in financing activities ...............................................................
Effect of exchange rate changes on cash .......................................................
Net increase in cash, cash equivalents and restricted cash ...........................
2020
2019
(in millions)
2018
(561.1) $
(484.1) $
(56.8)
521.9
510.0
(34.1)
19.4
(15.7)
1.0
20.6
7.9
28.9
53.7
(37.1)
5.5
(66.2)
454.7
(215.6)
1.7
(0.1)
(4.4)
—
—
—
(218.4)
350.0
(350.0)
408.0
(610.5)
(11.0)
(2.7)
—
1.7
(214.5)
3.2
25.0
536.9
667.9
(94.6)
22.4
(8.8)
10.5
4.1
8.4
63.9
56.1
(97.7)
(17.9)
(107.5)
559.6
(433.3)
5.0
(0.9)
—
141.2
(9.4)
(9.2)
(306.6)
—
—
356.3
(545.5)
(3.3)
(7.5)
—
—
(200.0)
0.1
53.1
528.8
515.5
(35.0)
27.9
(9.9)
(15.5)
(3.2)
4.0
56.1
(83.1)
7.5
10.7
(175.5)
771.5
(524.7)
4.9
(0.5)
—
47.1
(1.3)
(3.7)
(478.2)
—
—
509.6
(681.2)
(6.9)
(3.7)
(2.3)
—
(184.5)
(6.7)
102.1
376.8
Cash, cash equivalents and restricted cash at beginning of year ...................
532.0
478.9
Cash, cash equivalents and restricted cash at end of year ............................ $
557.0 $
532.0 $
478.9
Supplemental cash flow information
Interest paid ................................................................................................ $
Income taxes paid, net ............................................................................... $
Non-cash investing activities: Debt security received for sale of U.S.
Casting ....................................................................................................... $
192.4 $
2.1 $
205.4 $
57.1 $
199.7
46.0
— $
60.0 $
—
See accompanying notes to consolidated financial statements
46
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Consolidated Statements of Stockholders' Equity
Common Stock
Retained
Earnings
Accumulated
Other
Noncontrolling
Shares
Par
Paid-in (Accumulated Treasury Comprehensive
Interest
Outstanding
Value
Capital
Deficit)
Stock
Loss
in Subsidiaries
(in millions)
Balance at January 1, 2018 ..................
111.3 $
1.2 $ 1,264.6 $
761.0 $ (198.1) $
(292.7) $
Net income (loss) ....................................
Changes in cash flow hedges .................
Foreign currency translation adjustments
Defined benefit plans, net .......................
Purchase of non-controlling interest .......
Exercise of stock options and vesting of
restricted stock units and performance
shares .....................................................
Stock-based compensation .....................
0.7
0.1
27.9
(57.5)
5.5
(62.5)
38.1
Purchase of treasury stock .....................
(0.3)
(3.7)
Balance at December 31, 2018 .............
111.7 $
1.2 $ 1,292.6 $
703.5 $ (201.8) $
(311.6) $
Net income (loss) ....................................
Changes in cash flow hedges .................
Foreign currency translation adjustments
Defined benefit plans, net .......................
Vesting of restricted stock units and
performance shares ................................
Stock-based compensation .....................
Modified-retrospective application of
ASU 2016-02 ..........................................
Adoption of ASU 2018-02 .......................
1.3
21.3
(484.5)
1.9
27.7
(14.6)
(4.6)
(18.3)
(27.7)
Purchase of treasury stock .....................
(0.4)
(7.5)
Balance at December 31, 2019 .............
112.6 $
1.2 $ 1,313.9 $
248.6 $ (209.3) $
(376.8) $
Net income (loss) ....................................
Changes in cash flow hedges .................
Foreign currency translation adjustments
Defined benefit plans, net .......................
Vesting of restricted stock units and
performance shares ................................
Stock-based compensation .....................
Modified-retrospective application of
ASU 2016-13 ..........................................
1.1
19.4
Purchase of treasury stock .....................
(0.4)
(561.3)
(4.4)
0.1
(51.1)
(7.1)
(2.7)
4.0
0.7
(2.3)
2.4
0.4
2.8
0.2
(0.3)
Balance at December 31, 2020 .............
113.3 $
1.2 $ 1,333.3 $
(319.8) $ (212.0) $
(432.2) $
2.7
See accompanying notes to consolidated financial statements
47
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION We are a global Tier 1 supplier to the automotive industry. We design, engineer and
manufacture driveline and metal forming products that are making the next generation of vehicles smarter, lighter,
safer and more efficient. We employ approximately 20,000 associates, operating at nearly 80 facilities in 17
countries, to support our customers on global and regional platforms with a continued focus on delivering
operational excellence, quality and technology leadership.
PRINCIPLES OF CONSOLIDATION We include the accounts of American Axle & Manufacturing Holdings, Inc.
(Holdings) and its subsidiaries in our consolidated financial statements. We eliminate the effects of all intercompany
transactions, balances and profits in our consolidation.
CASH AND CASH EQUIVALENTS Cash and cash equivalents include all cash balances, savings accounts,
sweep accounts, and highly liquid investments in money market funds and certificates of deposit with maturities of
90 days or less at the time of purchase.
REVENUE RECOGNITION We are obligated under our contracts with customers to manufacture and supply
products for use in our customers’ operations. We satisfy these performance obligations at the point in time that the
customer obtains control of the products, which is the point in time that the customer is able to direct the use of, and
obtain substantially all of the remaining benefits from, the products. This typically occurs upon shipment to the
customer in accordance with purchase orders and delivery releases issued by our customers. See Note 13 -
Revenue from Contracts with Customers for more detail on our revenue.
ACCOUNTS RECEIVABLE The majority of our accounts receivable are due from original equipment
manufacturers (OEMs) in the automotive industry and are considered past due when payment is not received within
the terms stated within the contract. Trade accounts receivable for our customers are generally due within
approximately 50 days from the date our customers receive our product.
Amounts due from customers are stated net of allowances for credit losses. We determine our allowances by
considering our expected credit losses, in addition to factors such as our previous loss history, customers' ability to
pay their obligations to us, and the condition of the general economy and industry as a whole. The allowance for
credit losses was $4.5 million and $8.0 million as of December 31, 2020 and 2019, respectively. We write-off
accounts receivable when they become uncollectible.
We have agreements in place with factoring companies to sell customer receivables on a nonrecourse basis
from certain of our locations in Europe. The factoring companies collect payment for the sold receivables and AAM
has no continuing involvement with such receivables.
We also participate in an early payment program offered by our largest customer, which allows us to sell certain
of our North American receivables from this customer to a third party at our discretion. AAM has no continuing
involvement with the sold receivables.
CUSTOMER TOOLING AND PRE-PRODUCTION COSTS RELATED TO LONG-TERM SUPPLY
AGREEMENTS Engineering, research and development (R&D), and other pre-production design and development
costs for products sold on long-term supply arrangements are expensed as incurred unless we have a contractual
guarantee for reimbursement from the customer. Reimbursements received for pre-production costs relating to
awarded programs are deferred and recognized into revenue over the life of the associated program.
Reimbursements received for pre-production costs relating to future programs that have not been awarded, or
amounts received for programs that become discontinued prior to production, are recorded as a reduction of
expense.
48
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Costs for tooling used to make products sold on long-term supply arrangements for which we have either title to
the assets or the noncancelable right to use the assets during the term of the supply arrangement are capitalized in
property, plant and equipment. Reimbursable costs for tooling assets for which our customer has title and we do
not have a noncancelable right to use during the term of the supply arrangement, are recorded in accounts
receivable in our consolidated balance sheets. The reimbursement for the customer-owned tooling is recorded as a
reduction of accounts receivable upon collection. Capitalized items and customer receipts in excess of tooling costs
specifically related to a supply arrangement are amortized over the shorter of the term of the arrangement or over
the estimated useful lives of the related assets.
INVENTORIES We state our inventories at the lower of cost or net realizable value. The cost of our inventories
is determined using the first-in-first-out (FIFO) method. When we determine that our gross inventories exceed
usage requirements, or if inventories become obsolete or otherwise not saleable, we record a provision for such
loss as a component of our inventory accounts.
Inventories consist of the following:
Raw materials and work-in-progress ................................................................... $
Finished goods ....................................................................................................
Gross inventories ................................................................................................
Inventory valuation reserves ...............................................................................
Inventories, net .................................................................................................... $
December 31,
2020
2019
(in millions)
276.2 $
70.4
346.6
(23.4)
323.2 $
310.4
83.7
394.1
(20.5)
373.6
MAINTENANCE, REPAIR AND OPERATIONS (MRO) MATERIALS We include all spare parts and other
durable materials for machinery and equipment that are consumed in the manufacturing process in MRO, which is
included in Other assets and deferred charges in our Consolidated Balance Sheets. MRO assets are capitalized at
actual cost and amortized on a straight-line basis over a useful life of six years, beginning from their purchase date.
Repair costs for MRO assets are expensed in the period incurred. Amortization expense related to MRO was $62.4
million, $67.7 million and $62.4 million for 2020, 2019 and 2018, respectively.
PROPERTY, PLANT AND EQUIPMENT (PP&E) We state property, plant and equipment, including
amortizable tooling, at historical cost, as adjusted for impairments. Construction in progress includes costs incurred
for the construction of buildings and building improvements, and machinery and equipment in process. Repair and
maintenance costs that do not extend the useful life or otherwise improve the utility of the asset beyond its existing
useful state are expensed in the period incurred.
We record depreciation and tooling amortization using the straight-line method over the estimated useful lives of
the depreciable assets. Depreciation and tooling amortization amounted to $372.9 million, $373.8 million and
$367.0 million in 2020, 2019 and 2018, respectively.
Property, plant and equipment consists of the following:
Estimated
December 31,
Useful Lives
2020
2019
Land ....................................................................................................
(years)
Indefinite
$
(in millions)
49.2 $
Land improvements .............................................................................
Buildings and building improvements ..................................................
Machinery and equipment ...................................................................
10-15
15-40
3-12
Construction in progress .....................................................................
26.3
554.3
3,703.7
122.1
4,455.6
45.1
24.4
512.7
3,645.6
219.5
4,447.3
Accumulated depreciation and amortization .......................................
(2,291.8)
(2,088.9)
Property, plant and equipment, net .....................................................
$
2,163.8 $
2,358.4
49
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of December 31, 2020, 2019 and 2018, we had unpaid purchases of plant and equipment in our accounts
payable of $20.4 million, $46.0 million and $84.1 million, respectively.
IMPAIRMENT OF LONG-LIVED ASSETS When impairment indicators exist, we evaluate the carrying value of
long-lived assets for potential impairment. We consider projected future undiscounted cash flows, trends and other
circumstances in making such estimates and evaluations. If impairment is deemed to exist, the carrying amount of
the asset is adjusted based on its fair value. Recoverability of assets “held for use” is determined by comparing the
forecasted undiscounted cash flows of the operations to which the assets relate to their carrying amount. When the
carrying value of an asset group exceeds its fair value and is therefore nonrecoverable, those assets are written
down to fair value. Fair value is determined based on market prices, when available, or a discounted cash flow
analysis is performed using management estimates.
GOODWILL We record goodwill when the purchase price of acquired businesses exceeds the value of their
identifiable net tangible and intangible assets acquired. We test our goodwill annually as of October 1, or more
frequently if necessary, for impairment in accordance with the accounting guidance for goodwill and other indefinite-
lived intangibles. See Note 3 - Goodwill and Other Intangible Assets, for more detail on our goodwill.
OTHER INTANGIBLE ASSETS Intangible assets are valued using primarily the relief from royalty method or
the multi-period excess earnings method, both of which utilize significant unobservable inputs. These inputs are
defined in the fair value hierarchy as Level 3 inputs, which require management to make estimates and
assumptions regarding certain financial measures using forecasted or projected information. See Note 3 - Goodwill
and Other Intangible Assets, for more detail on our intangible assets.
LEASING We record a right of use asset and lease liability when an agreement grants us the right to
substantially all of the economic benefits associated with an identified asset, and we are able to direct the use of
that asset throughout the term of the agreement, if such term exceeds 12 months. Options to extend or terminate
the agreements have been included in the relevant lease term to the extent that they are reasonably certain to be
exercised. For agreements that contain both lease and non-lease components, we account for these agreements
as a single lease component for all classes of underlying assets. See Note 14 - Leasing for more detail on our
leases.
DEBT ISSUANCE COSTS The costs related to the issuance or modification of long-term debt are deferred and
amortized into interest expense over the expected life of the borrowings. As of December 31, 2020 and December
31, 2019, our unamortized debt issuance costs were $57.8 million and $63.3 million, respectively. Debt issuance
costs associated with our senior unsecured notes, as well as our Term Loan A Facility due 2024 and Term Loan B
Facility (as defined in Note 4 - Long-Term Debt), are recorded as a reduction to the related debt liability. Debt
issuance costs of $12.2 million and $12.1 million related to our Revolving Credit Facility (also as defined in Note 4 -
Long-Term Debt), are classified as Other assets and deferred charges on our Consolidated Balance Sheets as of
December 31, 2020 and December 31, 2019, respectively. Unamortized debt issuance costs that exist upon the
extinguishment of debt are expensed and classified as Debt refinancing and redemption costs on our Consolidated
Statements of Operations.
DERIVATIVES We recognize all derivatives on the balance sheet at fair value and we are not subject to master
netting agreements. If a derivative qualifies under the accounting guidance as a hedge, depending on the nature of
the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged
asset, liability or firm commitment through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. Changes in the fair value of derivatives that do not qualify as hedges, are
immediately recognized in earnings. See Note 5 - Derivatives and Risk Management, for more detail on our
derivatives.
50
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CURRENCY TRANSLATION AND REMEASUREMENT We translate the assets and liabilities of our foreign
subsidiaries to United States (U.S.) dollars at end-of-period exchange rates. We translate the income statement
elements of our foreign subsidiaries to U.S. dollars at average-period exchange rates. We report the effect of
translation for our foreign subsidiaries that use the local currency as their functional currency as a separate
component of stockholders' equity. Gains and losses resulting from the remeasurement of assets and liabilities in a
currency other than the functional currency of a subsidiary are reported in current period income. We also report
any gains and losses arising from transactions denominated in a currency other than the functional currency of a
subsidiary in current period income. These foreign currency gains and losses resulted in net losses of $0.5 million,
$6.5 million and $0.2 million for the years 2020, 2019 and 2018, respectively, in Other expense, net.
PENSION AND OTHER POSTRETIREMENT DEFINED BENEFIT PLANS Net pension and postretirement
benefit expenses and the related liabilities are determined on an actuarial basis. These plan expenses and
obligations are dependent on management's assumptions developed in consultation with our actuaries. We review
these actuarial assumptions at least annually and make modifications when appropriate. See Note 7 - Employee
Benefit Plans, for more detail on our pension and other postretirement defined benefit plans.
STOCK-BASED COMPENSATION AND OTHER INCENTIVE COMPENSATION We award stock-based
compensation in the form of restricted stock units (RSUs) and performance shares. For non-performance based
awards, the grant date fair value is measured as the stock price at the date of grant. For certain performance based
awards, fair value is estimated using valuation techniques that require management to use estimates and
assumptions. Certain awards require that management's estimates and assumptions be evaluated at each
reporting date to determine if compensation expense related to the award should be adjusted, both on a catch-up
and go-forward basis. Compensation expense is recognized over the period during which the requisite service is
provided, referred to as the vesting period.
We also award incentive compensation in the form of performance units (PU). We grant PU payable in cash to
officers and certain other associates which vest in full over a three-year performance period and are based primarily
on AAM's three-year cumulative free cash flow. See Note 8 - Stock-Based Compensation and Other Incentive
Compensation, for more detail on our accounting for stock-based compensation and other incentive compensation.
RESEARCH AND DEVELOPMENT COSTS We expense R&D, as incurred, in selling, general and
administrative expenses on our Consolidated Statements of Operations. R&D spending was $117.4 million, $144.7
million and $146.2 million in 2020, 2019 and 2018, respectively.
DEFERRED INCOME TAX ASSETS AND LIABILITIES AND VALUATION ALLOWANCES Our deferred
income tax assets and liabilities reflect the impact of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the basis of such assets and liabilities for income tax purposes.
In accordance with the accounting guidance for income taxes, we review the likelihood that we will realize the
benefit of deferred tax assets and estimate whether recoverability of our deferred tax assets is “more likely than
not,” based on forecasts of taxable income in the related tax jurisdictions. In determining the requirement for a
valuation allowance, the historical results, projected future operating results based upon approved business plans,
eligible carry forward periods, and tax planning opportunities are considered, along with other relevant positive and
negative evidence. If, based upon available evidence, it is more likely than not the deferred tax assets will not be
realized, a valuation allowance is recorded.
We record uncertain tax positions on the basis of a two-step process whereby: (1) we determine whether it is
"more likely than not" that the tax positions will be sustained based on the technical merits of the position: and (2)
for those positions that meet the "more likely than not" recognition threshold, we recognize the largest amount of tax
benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. We
record interest and penalties on uncertain tax positions in income tax expense (benefit).
See Note 9 - Income Taxes, for more detail on our accounting for income taxes.
51
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
EARNINGS (LOSS) PER SHARE (EPS) We present EPS using the two-class method. This method allocates
undistributed earnings between common shares and non-vested share based payment awards that entitle the
holder to non-forfeitable dividend rights. Our participating securities include non-vested restricted stock units. See
Note 10 - Earnings (Loss) Per Share (EPS), for more detail on our accounting for EPS.
PRODUCT WARRANTY We record estimated warranty obligation liabilities at the dates our products are sold,
using sales volumes and internal and external warranty data where there is no payment history and historical
information about the average cost of warranty claims for customers with prior claims. We estimate our costs based
on the contractual arrangements with our customers, existing customer warranty terms and internal and external
warranty data, which includes a determination of our warranty claims and actions taken to improve product quality
and minimize warranty claims. See Note 11 - Commitments and Contingencies, for detail on our accounting for
product warranties.
USE OF ESTIMATES In order to prepare consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America (GAAP), we are required to make estimates and
assumptions that affect the reported amounts and disclosures in our consolidated financial statements. Actual
results could differ from those estimates.
EFFECT OF NEW ACCOUNTING STANDARDS
Standards Recently Adopted
Accounting Standards Update 2018-15
On August 15, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update
(ASU) 2018-15 - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that
is a Service Contract (Topic 350-40). ASU 2018-15 aligns the requirements for capitalizing implementation costs
incurred in a cloud computing or hosting arrangement that is a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use software. This guidance became effective at the
beginning of our 2020 fiscal year and we adopted this guidance prospectively on January 1, 2020. The adoption of
this standard did not have a material impact on our consolidated financial statements.
Accounting Standards Update 2016-13
On June 16, 2016, the FASB issued 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments. ASU 2016-13 replaces the incurred loss model under previous
guidance, and requires entities to consider expected credit losses, in addition to past events and current conditions
when measuring credit losses. This guidance applies to certain of our financial instruments and is primarily
applicable to our trade accounts receivable. We adopted this guidance on January 1, 2020, using a modified-
retrospective transition method and the adoption of this standard did not have a material impact on our condensed
consolidated financial statements. See the Statement of Stockholders' Equity for the implementation impact of ASU
2016-13.
Standards Not Yet Adopted
Accounting Standard Update 2020-04
On March 12, 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848). This guidance
provides optional expedients and exceptions that are intended to ease the burden of updating contracts to contain a
new reference rate due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR). This guidance is
available immediately and may be implemented in any period prior to the guidance expiration on December 31,
2022. We are currently assessing which of our various contracts could require an update for a new reference rate
and will determine the timing for our implementation of this guidance at the completion of that analysis. We expect
to utilize certain of the optional expedients and exceptions available under ASU 2020-04 and we do not expect the
adoption of this guidance to have a material impact on our financial statements.
52
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting Standards Update 2019-12
On December 18, 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740). This guidance is intended
to simplify the accounting and disclosure requirements for income taxes by removing various exceptions, and
requires that the effect of an enacted change in tax laws or rates be included in the annual effective tax rate
computation in the interim period of the enactment. This guidance becomes effective at the beginning of our 2021
fiscal year. We expect to adopt this guidance on January 1, 2021 and we do not expect that this standard will have
a material impact on our consolidated financial statements.
Other Regulatory Standards Adopted
Securities and Exchange Commission (SEC) Rule
In the first quarter of 2020, the SEC adopted "Financial Disclosures about Guarantors and Issuers of
Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities," a rule that amends
the financial disclosure requirements for guarantors and issuers of registered guaranteed securities. This rule
eliminates the previous requirement to present guarantor financial statement information in the notes to the financial
statements and allows for the disclosure of summarized financial information for the most recent year and interim
period, as well as expanded non-financial disclosures, in Management's Discussion and Analysis (MD&A). The
effective date for this rule is January 4, 2021, however, the SEC permitted voluntary compliance prior to this date
and we elected to adopt the new disclosure requirements in the first quarter of 2020. As such, we no longer present
guarantor financial statement information in the notes to the consolidated financial statements, but instead present
the required information within MD&A.
Coronavirus Aid, Relief, and Economic Security Act
The Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted on March 27, 2020 in
the United States. The key provisions of the CARES Act, as applicable to AAM, included the following:
•
•
•
•
The ability to use net operating losses (NOLs) to offset income without the 80% taxable income limitation
enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017, and to carry back NOLs to offset prior year
income for five years. These are temporary provisions that apply to NOLs incurred in 2018, 2019 or 2020
tax years. We recognized a tax benefit of $14.4 million for the year ended December 31, 2020 related to our
ability to carry back prior year losses, as well as projected current year losses, under the CARES Act to
years with the previous 35% tax rate. We also received an income tax refund of approximately $31.0 million
during 2020 as a result of the provisions of the CARES Act.
The ability to claim a current deduction for interest expense up to 50% of Adjusted Taxable Income (ATI) for
tax years 2019 and 2020. This limitation was previously 30% of ATI pursuant to the TCJA, and will revert to
30% after 2020.
The ability to defer the payment of the employer portion of social security taxes incurred between March 27,
2020 and December 31, 2020, with 50% of the deferred amount to be paid by December 31, 2021 and the
remaining 50% to be paid by December 31, 2022. For the year ended December 31, 2020, we deferred
$15.2 million of social security taxes that will be paid in 2021 and 2022.
The ability to claim an Employee Retention Credit (ERC), which is a refundable payroll tax credit, for 50% of
qualified wages or benefits, subject to certain limitations, that are paid to an employee when they are not
providing services due to Novel Coronavirus (COVID-19). The ERC applies to qualified wages paid or
incurred during the period March 13, 2020 through December 31, 2020 and is available to eligible
employers whose operations were fully or partially suspended due to COVID-19, or whose gross receipts
declined by more than 50% when compared to the applicable period in the prior year.
53
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. RESTRUCTURING AND ACQUISITION-RELATED COSTS
In 2016, AAM initiated actions under a global restructuring program (the 2016 Program) focused on creating a
more streamlined organization in addition to reducing our cost structure and preparing for acquisition and integration
activities. From inception of the 2016 Program, we incurred severance charges totaling $2.8 million and
implementation costs totaling $29.6 million. The 2016 Program has concluded and we do not expect to incur any
additional charges under this program. In addition to costs incurred under the 2016 program, we initiated actions in
2018 to exit operations at manufacturing facilities in our Driveline, Metal Forming and former Powertrain segments.
In 2019, we initiated a global restructuring program (the 2019 Program). The primary objectives of the 2019
Program were to further the integration of Metaldyne Performance Group, Inc. (MPG), align AAM's product and
process technologies, and to achieve efficiencies within our corporate and business unit support teams to reduce
cost in our business.
In the first quarter of 2020, we initiated a new global restructuring program (the 2020 Program) that supersedes
the 2019 Program. The primary objectives of the 2020 Program are to achieve efficiencies within our corporate and
business unit support teams to reduce cost in our business, and to structurally adjust our operations to a new level
of market demand based on the impact of COVID-19. We expect to incur costs under the 2020 Program into 2022.
A summary of our restructuring activity for the years 2020, 2019 and 2018 is shown below:
Severance
Charges
Implementation
Costs
Asset Impairment
Charges
Total
Accrual at January 1, 2018 ......... $
Charges ......................................
Cash utilization ...........................
Non-cash utilization ....................
Accrual at December 31, 2018 ...
Charges ......................................
Cash utilization ...........................
Non-cash utilization ....................
Accrual at December 31, 2019 ...
Charges ......................................
Cash utilization ...........................
Non-cash utilization ....................
Accrual at December 31, 2020 ... $
0.3 $
2.5
(0.4)
—
2.4
19.4
(17.0)
—
4.8
22.3
(25.4)
—
1.7 $
(in millions)
— $
11.7
(10.1)
—
1.6
20.4
(14.6)
—
7.4
36.1
(33.7)
—
9.8 $
— $
30.0
—
(30.0)
—
—
—
—
—
—
—
—
— $
0.3
44.2
(10.5)
(30.0)
4.0
39.8
(31.6)
—
12.2
58.4
(59.1)
—
11.5
As part of our total restructuring actions during 2020, we incurred severance charges of approximately $22.3
million, as well as implementation costs, consisting primarily of plant exit costs and professional fees, of
approximately $36.1 million. Approximately $47.8 million of the restructuring costs incurred in 2020 were under the
2020 Program. Approximately $19.3 million and $16.0 million of our total restructuring costs in 2020 related to our
Driveline and Metal Forming segments, respectively, while the remainder were corporate costs.
In 2019, we incurred severance charges of approximately $19.4 million, as well as implementation costs,
consisting primarily of plant exit costs, of approximately $20.4 million. Approximately $6.4 million, $21.5 million and
$0.7 million of our total restructuring costs in 2019 related to our Driveline, Metal Forming and former Casting
segments, respectively, while the remainder were corporate costs.
In 2018, we incurred severance charges of approximately $2.5 million, as well as implementation costs,
consisting primarily of plant exit costs and professional fees, of approximately $11.7 million and long-lived asset
impairment charges of $30.0 million. Approximately $3.4 million, $37.6 million and $0.1 million of our total
restructuring costs in 2018 related to our Driveline, Metal Forming and former Casting segments, respectively, while
the remainder were corporate costs.
We expect to incur approximately $50 million to $65 million of total restructuring charges in 2021, substantially
all of which are under the 2020 Program.
54
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In 2019, we completed our acquisition of certain operations of Mitec Automotive AG, and in 2017, we completed
our acquisitions of MPG and USM Mexico. The following table represents a summary of charges incurred in 2020,
2019 and 2018 associated with acquisition and integration costs:
Acquisition-
Related Costs
Severance
Charges
Integration
Expenses
Total
2020 Charges .............................................. $
— $
— $
8.8 $
2019 Charges ..............................................
2018 Charges ..............................................
1.8
1.2
—
0.5
16.2
33.0
8.8
18.0
34.7
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 information technology
infrastructure and enterprise resource planning systems, and consulting fees incurred in conjunction with the
acquisitions.
Total restructuring charges and acquisition-related charges of $67.2 million, $57.8 million and $78.9 million are
shown on a separate line item titled "Restructuring and Acquisition-Related Costs" in our Consolidated Statements
of Operations for 2020, 2019 and 2018, respectively.
55
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill The following table provides a reconciliation of changes in goodwill for the year ended December 31,
2020 and the year ended December 31, 2019:
Driveline
Metal
Forming
Powertrain
Consolidated
(in millions)
Balance as of January 1, 2019 ................................... $
212.1 $
552.4 $
Reorganization .........................................................
Impairment charge ....................................................
Foreign currency translation .....................................
Balance as of December 31, 2019 .............................. $
Impairment charge ....................................................
Foreign currency translation .....................................
Balance as of December 31, 2020 .............................. $
187.2
—
(1.0)
190.1
(440.0)
(1.7)
398.3 $
(210.8)
300.8 $
(299.2)
(1.8)
(1.6)
185.7 $
— $
377.3 $
(377.3)
—
—
— $
—
—
— $
1,141.8
—
(440.0)
(2.7)
699.1
(510.0)
(3.4)
185.7
We conduct our annual goodwill impairment test in the fourth quarter of each year, as well as whenever adverse
events or changes in circumstances indicate a possible impairment. In performing this test, we utilize a third-party
valuation specialist to assist management in determining the fair value of our reporting units. Fair value of each
reporting unit is estimated based on a combination of discounted cash flows and the use of pricing multiples derived
from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of
each reporting unit. These calculations contain uncertainties as they require management to make assumptions
including, but not limited to, market comparables, future cash flows of the reporting units, and appropriate discount
and long-term growth rates. This fair value determination is categorized as Level 3 within the fair value hierarchy.
We completed our annual goodwill impairment test for our Driveline reporting unit in the fourth quarter of 2020 and
no impairment was identified.
In the first quarter of 2020, the reduction in global automotive production volumes caused by the impact of
COVID-19 represented an indicator to test our goodwill for impairment. This reduction in production volumes began
in March of 2020 and resulted in lower forecasted sales volumes in the periods included in our long-range plan as
revised in the first quarter of 2020. As a result of this goodwill impairment test in the first quarter of 2020, we
determined that the carrying values of both our Driveline and Metal Forming reporting units were greater than their
respective fair values. As such, we recorded a goodwill impairment charge of $210.8 million associated with our
Driveline reporting unit and a goodwill impairment charge of $299.2 million associated with our Metal Forming
reporting unit in the first quarter of 2020. The Metal Forming impairment charge represented a full impairment of the
goodwill associated with that reporting unit.
These impairment charges were primarily the result of a decline in the projected cash flows of these reporting
units under our revised long-range plan completed in the first quarter of 2020. The revision to our long-range plan
was driven by lower forecasted sales volumes in the internal and external data sources used to form our projections
primarily due to the reduction in global automotive production volumes caused by the impact of COVID-19. The
impairment charges were also the result of changes in certain market-related inputs to the analysis to reflect macro-
economic changes caused by the impact of COVID-19, including increased discount rates and lower pricing
multiples for comparable public companies. At December 31, 2020, accumulated goodwill impairment losses were
$1,435.5 million.
The reduction in production volumes and changes to macro-economic factors caused by the impact of
COVID-19 also represented an indicator to test our long-lived assets, including other intangible assets and property,
plant and equipment, for impairment. We completed this test in the first quarter of 2020 and there was no
impairment of these assets.
56
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As a result of our annual goodwill impairment test in the fourth quarter of 2019, we determined that the carrying
value of our Metal Forming reporting unit was greater than its fair value. As such, we recorded a goodwill
impairment charge of $440.0 million in 2019 associated with this reporting unit. This impairment was primarily the
result of a decline in the projected cash flows of this reporting unit under our long-range plan completed in the fourth
quarter of 2019, as compared to the long-range plan completed in the fourth quarter of 2018. This was driven, in
part, by lower forecasted sales volumes in the internal and external data sources used to form our projections.
In the first quarter of 2019, we initiated a global restructuring program (the 2019 Program) to further streamline
our business by consolidating our four existing segments into three segments. Prior to this reorganization, our
former Powertrain segment was also a reporting unit for purposes of measuring and reporting goodwill. The goodwill
that was previously attributable to the former Powertrain reporting unit was reallocated to the Driveline and Metal
Forming reporting units based on the relative fair value of the respective portions that became attributable to those
reporting units. The initiation of the 2019 Program and the reorganization of our business represented a triggering
event in the first quarter of 2019 to test goodwill for impairment prior to reallocating the former Powertrain goodwill
to Driveline and Metal Forming. No impairment was identified as a result of completing this goodwill impairment test.
As a result of our test in the fourth quarter of 2018, we determined that the carrying values of our former Casting
and Powertrain reporting units were greater than their respective fair values. As such, we recorded goodwill
impairment charges of $405.5 million associated with our Casting reporting unit and $80.0 million associated with
our former Powertrain reporting unit in 2018. These impairments were primarily the result of a general contraction
of pricing multiples associated with capital intensive businesses such as the business conducted by our former
Casting and Powertrain reporting units, as well as a decline in the projected cash flows of these reporting units
under our long-range plan completed in the fourth quarter of 2018, as compared to the long-range plan completed in
the fourth quarter of 2017.
The decline in projected cash flows for our former Powertrain reporting unit was primarily the result of
decreased contribution margin on lower production volumes for certain passenger car programs that we support.
The decline in projected cash flows for our former Casting reporting unit was primarily the result of a projected
increase in labor costs in an effort to address workforce shortages at certain locations, as well as an increase in
other maintenance and capital requirements.
Other Intangible Assets The following table provides a reconciliation of the gross carrying amount and
associated accumulated amortization for AAM's other intangible assets, which are all subject to amortization, as of
December 31, 2020 and December 31, 2019:
December 31,
2020
December 31,
2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Capitalized computer software .... $
Customer platforms .....................
Customer relationships ................
Technology and other ..................
47.6 $
(33.9) $
(in millions)
13.7 $
45.8 $
(27.6) $
18.2
856.2
53.0
156.7
(237.9)
618.3
(12.8)
40.2
(48.2)
108.5
856.2
53.0
156.0
(174.4)
681.8
(9.4)
43.6
(35.1)
120.9
Total ............................................ $ 1,113.5 $
(332.8) $ 780.7 $ 1,111.0 $
(246.5) $ 864.5
Amortization expense for our intangible assets was $86.6 million for the year ended December 31, 2020, $95.4
million for the year ended December 31, 2019, and $99.4 million for the year ended December 31, 2018. The
change in amortization expense in 2020, as compared to 2019, was primarily attributable to the sale of the U.S.
operations of our Casting business in the fourth quarter of 2019. Amortization expense for the years 2021 through
2025 is expected to be in the range of approximately $80 million to $85 million per year.
57
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG-TERM DEBT
Long-term debt, net consists of the following:
December 31,
2020
2019
Revolving credit facility .............................................................................. $
Term Loan A Facility ...................................................................................
Term Loan B Facility ..................................................................................
6.875% Notes due 2028 ............................................................................
6.625% Notes due 2022 ............................................................................
6.50% Notes due 2027 ..............................................................................
6.25% Notes due 2026 ..............................................................................
6.25% Notes due 2025 ..............................................................................
Foreign credit facilities and other ...............................................................
Total debt ...................................................................................................
Less: Current portion of long-term debt .................................................
Long-term debt ..........................................................................................
Less: Debt issuance costs .....................................................................
(in millions)
— $
323.0
1,088.8
400.0
—
500.0
400.0
700.0
88.8
3,500.6
13.7
3,486.9
45.6
Long-term debt, net ................................................................................... $
3,441.3 $
—
340.0
1,188.8
—
450.0
500.0
400.0
700.0
113.4
3,692.2
28.7
3,663.5
51.2
3,612.3
SENIOR SECURED CREDIT FACILITIES In 2017, Holdings and American Axle & Manufacturing, Inc. (AAM
Inc.) entered into a credit agreement (the Credit Agreement). In connection with the Credit Agreement, Holdings,
AAM, Inc. and certain of their restricted subsidiaries entered into a Collateral Agreement and Guarantee Agreement
with the financial institutions party thereto. The Credit Agreement included a $100.0 million term loan A facility (the
Term Loan A Facility), a $1.55 billion term loan B facility (the Term Loan B Facility) and a $932 million multi-currency
revolving credit facility (the Revolving Credit Facility, and together with the Term Loan A Facility and the Term Loan
B Facility, the Senior Secured Credit Facilities).
In July 2019, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered into the First Amendment to the
Credit Agreement (as amended by the First Amendment, the Amended Credit Agreement). The First Amendment,
among other things, established $340 million in incremental term loan A commitments under the Amended Credit
Agreement with a maturity date of July 29, 2024 (Term Loan A Facility due 2024), reduced the availability under the
Revolving Credit Facility from $932 million to $925 million and extended the maturity date of the Revolving Credit
Facility from April 6, 2022 to July 29, 2024, and modified the applicable margin with respect to interest rates under
the Term Loan A Facility due 2024 and interest rates and commitment fees under the Revolving Credit Facility. The
applicable margin and the maturity date for the Term Loan B Facility remain unchanged. The proceeds of
$340 million were used to repay all of the outstanding loans under the existing Term Loan A Facility and a portion of
the outstanding Term Loan B Facility, resulting in no additional indebtedness. This also satisfied all payment
requirements under the Term Loan B Facility until maturity in 2024. We expensed $5.1 million for the write-off of the
unamortized debt issuance costs related to the existing Term Loan A Facility and a portion of the unamortized debt
issuance costs related to our Term Loan B Facility that we had been amortizing over the expected life of the
borrowings.
In December 2019, we used a portion of the cash proceeds from the sale of the U.S. operations of our Casting
segment (the Casting Sale) to make a payment on our Term Loan B Facility, which included a principal payment of
$59.8 million and $0.4 million in accrued interest. We also expensed approximately $1.0 million for the write-off of
the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.
58
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In April 2020, Holdings, AAM, Inc., and certain subsidiaries of Holdings entered into the Second Amendment to
the Credit Agreement (Second Amendment). For the period from April 1, 2020 through March 31, 2022 (the
Amendment Period), the Second Amendment, among other things, replaced the total net leverage ratio covenant
with a new senior secured net leverage ratio covenant, reduced the minimum levels of the cash interest expense
coverage ratio covenant, and modified certain covenants restricting the ability of Holdings, AAM and certain
subsidiaries of Holdings to create, incur, assume or permit to exist certain additional indebtedness and liens and to
make certain restricted payments, voluntary payments and distributions. The Second Amendment also increased
the maximum levels of the total net leverage ratio covenant after the Amendment Period, modified the applicable
margin with respect to interest rates under the Term Loan A Facility due 2024 and interest rates and commitment
fees under the Revolving Credit Facility, and increased the minimum adjusted London Interbank Offered Rate for
Eurodollar-based loans under the Term Loan A Facility due 2024 and Revolving Credit Facility. The applicable
margin for the Term Loan B Facility remains unchanged. We paid debt issuance costs of $4.6 million in the year
ended December 31, 2020 related to the Second Amendment.
In December 2020, we made a voluntary prepayment of $100 million on our Term Loan B Facility and paid
approximately $15 million on our Term Loan A Facility due 2024, which included approximately $12.8 million for the
prepayment of all required payments under the Term Loan A Facility due 2024 for 2021. As a result, we expensed
approximately $1.2 million for the write-off of the unamortized debt issuance costs that we had been amortizing over
the life of these borrowings.
At December 31, 2020, $891.2 million was available under the Revolving Credit Facility. This availability
reflects a reduction of $33.8 million for standby letters of credit issued against the facility. The proceeds of the
Revolving Credit Facility are used for general corporate purposes.
The Senior Secured Credit Facilities provide back-up liquidity for our foreign credit facilities. We intend to use
the availability of long-term financing under the Senior Secured Credit Facilities to refinance any current maturities
related to such debt agreements that are not otherwise refinanced on a long-term basis in their local markets,
except where otherwise reclassified to Current portion of long-term debt on our Consolidated Balance Sheet.
6.875% NOTES DUE 2028 In the second quarter of 2020, we issued $400 million in aggregate principal
amount of 6.875% senior notes due 2028 (the 6.875% Notes). Proceeds from the 6.875% Notes were used
primarily to fund the redemption of the remaining $350 million of 6.625% senior notes due 2022 described below
and for general corporate purposes. We paid debt issuance costs of $6.4 million in the year ended December 31,
2020 related to the 6.875% Notes.
REDEMPTION OF 6.625% NOTES DUE 2022 In the first quarter of 2020, we voluntarily redeemed a portion of
our 6.625% Notes due 2022. This resulted in a principal payment of $100.0 million and $2.0 million in accrued
interest. We also expensed approximately $0.4 million for the write-off of the unamortized debt issuance costs that
we had been amortizing over the expected life of the borrowing, and approximately $1.1 million for an early
redemption premium.
In the third quarter of 2020, we voluntarily redeemed the remaining portion of our 6.625% Notes due 2022. This
resulted in a principal payment of $350 million and $5.7 million in accrued interest. We also expensed
approximately $1.3 million for the write-off of the unamortized debt issuance costs that we had been amortizing over
the expected life of the borrowing, and approximately $3.9 million for the payment of an early redemption premium.
In the second quarter of 2018, we voluntarily redeemed a portion of our 6.625% Notes due 2022. This resulted
in a principal payment of $100.0 million, and a payment of $0.8 million in accrued interest. During 2018, we
expensed $0.8 million for the write-off of a portion of the remaining unamortized debt issuance costs that we had
been amortizing over the expected life of the borrowing and $3.3 million for an early redemption premium.
REDEMPTION OF 7.75% NOTES DUE 2019 In the second quarter of 2019, we voluntarily redeemed the
remaining balance outstanding under our 7.75% Notes due 2019. This resulted in a principal payment of $100.0
million and $0.3 million in accrued interest. We also expensed approximately $0.1 million for the write-off of the
unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing, and
approximately $2.2 million for an early redemption premium.
59
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In the fourth quarter of 2018, we voluntarily redeemed a portion of our 7.75% Notes due 2019. This resulted in
a principal payment of $100.0 million and $3.9 million in accrued interest. We also expensed approximately $0.3
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, and approximately $4.5 million for an early redemption premium.
6.25% NOTES DUE 2026 In the first quarter of 2018, we issued $400.0 million in aggregate principal amount of
6.25% senior notes due 2026 (the 6.25% Notes due 2026). Proceeds from the 6.25% Notes due 2026 were used
primarily to fund the tender offer for the 6.25% senior notes due 2021 (the 6.25% Notes due 2021) described below.
We paid debt issuance costs of $6.6 million during 2018 related to the 6.25% Notes due 2026.
TENDER OFFER OF 6.25% NOTES DUE 2021 Also during the first quarter of 2018, we made a tender offer
for our 6.25% Notes due 2021. Under this tender offer, we retired the $400.0 million of the 6.25% Notes due 2021
and expensed $2.5 million for the write-off of the remaining unamortized debt issuance costs that we had been
amortizing over the expected life of the borrowing and $8.0 million in tender premiums.
FOREIGN CREDIT FACILITIES We utilize local currency credit facilities to finance the operations of certain
foreign subsidiaries. These credit facilities, some of which are guaranteed by Holdings and/or AAM, Inc., expire at
various dates through May 2023. At December 31, 2020, $88.8 million was outstanding under our foreign credit
facilities and an additional $72.8 million was available. At December 31, 2019, $106.0 million was outstanding under
these facilities and an additional $89.1 million was available.
DEBT MATURITIES Aggregate maturities of long-term debt are as follows (in millions):
2021 ................................................................................................................................................. $
2022 .................................................................................................................................................
2023 .................................................................................................................................................
2024 .................................................................................................................................................
2025 .................................................................................................................................................
Thereafter .........................................................................................................................................
Total .................................................................................................................................................. $
32.2
34.2
73.4
1,360.8
700.0
1,300.0
3,500.6
INTEREST EXPENSE AND INTEREST INCOME Interest expense was $212.3 million in 2020, $217.3 million
in 2019 and $216.3 million in 2018.
We capitalized interest of $7.9 million in 2020, $15.5 million in 2019 and $28.4 million in 2018. The weighted-
average interest rate of our long-term debt outstanding at December 31, 2020 and December 31, 2019 was 5.8%,
as compared to 5.9% at December 31, 2018.
Interest income was $11.6 million in 2020, $5.8 million in 2019 and $2.0 million in 2018. Interest income
primarily includes interest earned on cash and cash equivalents, realized and unrealized gains and losses on our
short-term investments during the period, and the impact of the interest rate differential on our fixed-to-fixed cross-
currency swap.
60
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. DERIVATIVES AND RISK MANAGEMENT
DERIVATIVE FINANCIAL INSTRUMENTS In the normal course of business, we are exposed to market risk
associated with changes in foreign currency exchange rates and interest rates. To manage a portion of these
inherent risks, we may purchase certain types of derivative financial instruments based on management's judgment
of the trade-off between risk, opportunity and cost. We do not hold or issue derivative financial instruments for
trading or speculative purposes. The impact of hedge ineffectiveness was not significant in any of the periods
presented.
CURRENCY DERIVATIVE CONTRACTS From time to time, we use foreign currency forward contracts to
reduce the effects of fluctuations in exchange rates relating to certain foreign currencies. We had currency forward
contracts outstanding with a notional amount of $178.2 million and $180.1 million at December 31, 2020 and 2019,
respectively, that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses
into the third quarter of 2023 and the purchase of certain direct and indirect inventory and other working capital
items into the fourth quarter of 2021.
FIXED-TO-FIXED CROSS-CURRENCY SWAP In 2019, we entered into a fixed-to-fixed cross-currency swap
to reduce the variability of functional currency equivalent cash flows associated with changes in exchange rates on
certain Euro-based intercompany loans. In the first quarter of 2020, we discontinued this fixed-to-fixed cross-
currency swap, which was in an asset position of $9.8 million on the date that it was discontinued.
Also in the first quarter of 2020, we entered into a new fixed-to-fixed cross-currency swap to reduce the
variability of functional currency equivalent cash flows associated with changes in exchange rates on certain Euro-
based intercompany loans. As of December 31, 2020 and December 31, 2019 the notional amount of the fixed-to-
fixed cross-currency swap was $244.2 million and $224.2 million, respectively, and hedges our exposure to changes
in exchange rates on the intercompany loans into the second quarter of 2024.
VARIABLE-TO-FIXED INTEREST RATE SWAP In 2017, we entered into a variable-to-fixed interest rate
swap to reduce the variability of cash flows associated with interest payments on our variable rate debt. In 2018,
we discontinued this variable-to-fixed interest rate swap, which was in an asset position of $5.6 million on the date
that it was discontinued.
Also in 2018, we entered into a new variable-to-fixed interest rate swap to reduce the variability of cash flows
associated with interest payments on our variable rate debt. In 2019, we discontinued this variable-to-fixed interest
rate swap, which was a liability of $9.7 million on the date that it was discontinued.
Also in 2019, we entered into a new variable-to-fixed interest rate swap to reduce the variability of cash flows
associated with interest payments on our variable rate debt. As of December 31, 2020, we have the following
notional amounts hedged in relation to our variable-to-fixed interest rate swap: $900.0 million through May 2021,
$750.0 million through May 2022, $600.0 million through May 2023 and $500.0 million through May 2024.
61
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the reclassification of pre-tax derivative gains (losses) into net income (loss)
from accumulated other comprehensive income (loss) for those derivative instruments designated as cash flow
hedges under Accounting Standards Codification 815 - Derivatives and Hedging (ASC 815):
Gain (Loss) Reclassified
During the Twelve
Months Ended
December 31,
Total of
Financial
Statement
Line Item
Location of Gain
(Loss)
Reclassified into
Net Income (Loss)
2020
2019
2018
2020
Gain (Loss)
Expected to
be
Reclassified
During the
Next 12
Months
Currency forward contracts ............. Cost of Goods Sold $
Fixed-to-fixed cross-currency swap Other Expense, net
(2.9) $ 2.4 $
(in millions)
(2.8) $ 4,128.1 $
(18.7)
1.3
—
(5.2)
5.7
1.7
Variable-to-fixed interest rate swap .
Interest Expense
(14.2)
(2.0)
3.2
(212.3)
(15.3)
See Note 12 - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) for amounts
recognized in Accumulated other comprehensive income (loss) during the years ended December 31, 2020,
December 31, 2019 and December 31, 2018.
The following table summarizes the amount and location of gains (losses) recognized in the Consolidated
Statements of Operations for those derivative instruments not designated as hedging instruments under ASC 815:
Location of Gain (Loss)
Recognized in Net Income
(Loss)
Gain (Loss) Recognized
During the Twelve Months
Ended December 31,
Total of Financial
Statement Line
Item
2020
2019
2018
2020
(in millions)
Currency forward contracts . Cost of Goods Sold
Currency forward contracts . Other Expense, Net
$
(6.7) $
0.6
3.9 $
—
1.6 $
1.4
4,128.1
(5.2)
CONCENTRATIONS OF CREDIT RISK In the normal course of business, we provide credit to customers. We
periodically evaluate the creditworthiness of our customers and we maintain reserves for potential credit losses.
Sales to General Motors Company (GM) were approximately 39% of our consolidated net sales in 2020, 37% in
2019, and 41% in 2018. Accounts and other receivables due from GM were $297.5 million at year-end 2020 and
$328.5 million at year-end 2019. Sales to FCA US LLC (FCA, now part of Stellantis N.V. effective January 2021),
were approximately 19% of our consolidated net sales in 2020, 17% in 2019 and 13% in 2018. Accounts and other
receivables due from FCA were $157.0 million at year-end 2020 and $154.8 million at year-end 2019. Sales to Ford
Motor Company (Ford) were approximately 12% of our consolidated net sales in 2020, 9% in of 2019 and 8% in
2018. Accounts and other receivables due from Ford were $116.5 million at year-end 2020 and $111.7 million at
year end 2019. No other single customer accounted for more than 10% of our consolidated net sales in any year
presented.
In addition, our total GM postretirement cost sharing asset was $250.0 million as of December 31, 2020 and
$236.0 million as of December 31, 2019. See Note 7 - Employee Benefit Plans for more detail on this cost sharing
asset.
We diversify the concentration of invested cash and cash equivalents among different financial institutions and
we monitor the selection of counterparties to other financial instruments to avoid unnecessary concentrations of
credit risk.
62
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. FAIR VALUE
The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The
definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell
the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as
follows:
•
•
•
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or
indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity
to develop its own assumptions.
FINANCIAL INSTRUMENTS The estimated fair values of our financial assets and liabilities that are recognized
at fair value on a recurring basis, using available market information and other observable data are as follows:
December 31, 2020 December 31, 2019
Carrying
Amount
Carrying
Amount
Fair
Value
Fair
Value
Input
(in millions)
Balance Sheet Classification
Cash equivalents ................................................................ $ 206.7 $ 206.7 $ 271.3 $ 271.3 Level 1
Prepaid expenses and other
Cash flow hedges - currency forward contracts ..............
Cash flow hedges - variable-to-fixed interest rate swap .
5.8
4.9
0.9
4.9
5.8
5.0
5.0 Level 2
0.9 Level 2
1.9 Level 2
3.4 Level 2
1.1 Level 2
2.2 Level 2
— Level 2
7.9 Level 2
— Level 2
— Level 2
18.4 Level 2
Nondesignated - currency forward contracts ..................
Other assets and deferred charges
Cash flow hedges - currency forward contracts ..............
Cash flow hedges - fixed-to-fixed cross-currency swap .
Cash flow hedges - variable-to-fixed interest rate swap .
Accrued expenses and other
Cash flow hedges - currency forward contracts ............
Cash flow hedges - variable-to-fixed interest rate swap .
Postretirement benefits and other long-term liabilities
Cash flow hedges - currency forward contracts .............
Cash flow hedges - fixed-to-fixed cross-currency swap .
Cash flow hedges - variable-to-fixed interest rate swap .
0.2
3.3
—
8.6
0.1
17.8
0.1
20.6
32.1
0.2
3.3
—
8.6
0.1
17.8
0.1
20.6
32.1
1.9
3.4
1.1
2.2
—
7.9
—
—
18.4
63
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The carrying values of our cash, accounts receivable, accounts payable and accrued liabilities approximate their
fair values due to the short-term maturities of these instruments. The carrying values of our borrowings under the
foreign credit facilities approximate their fair values due to the frequent resetting of the interest rates. We estimated
the fair value of our outstanding debt using available market information and other observable data to be as follows:
December 31, 2020
December 31, 2019
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Input
(in millions)
Revolving Credit Facility ............................. $
Term Loan A Facility ...................................
Term Loan B Facility ...................................
6.875% Notes due 2028 .............................
6.625% Notes due 2022 .............................
6.50% Notes due 2027 ...............................
6.25% Notes due 2026 ...............................
6.25% Notes due 2025 ...............................
— $
— $
— $
323.0
1,088.8
400.0
—
500.0
400.0
700.0
318.6
1,071.1
426.0
—
523.8
411.0
724.3
340.0
1,188.8
—
450.0
500.0
400.0
700.0
—
337.9
1,174.0
—
455.4
516.3
409.0
716.6
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Level 2
Investments in our defined benefit pension plans are stated at fair value. See Note 7 - Employee Benefit Plans
for additional fair value disclosures of our pension plan assets.
64
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. EMPLOYEE BENEFIT PLANS
PENSION AND OTHER POSTRETIREMENT DEFINED BENEFIT PLANS We sponsor various qualified and
non-qualified defined benefit pension plans for our eligible associates. We also maintain hourly and salaried benefit
plans that provide postretirement medical, dental, vision and life insurance benefits (OPEB) to our eligible retirees
and their dependents in the U.S.
Actuarial valuations of our benefit plans were made as of December 31, 2020 and 2019. The primary weighted-
average assumptions used in the year-end valuation of our principal plans appear in the following table. The U.S.
discount rates are based on an actuarial review of a hypothetical portfolio of long-term, high quality corporate bonds
matched against the expected payment stream for each of our plans. The United Kingdom (U.K.) discount rates are
based on hypothetical yield curves developed from corporate bond yield information within each regional market.
The assumptions for expected return on plan assets are based on future capital market expectations for the asset
classes represented within our portfolios and a review of long-term historical returns. The rates of increase in
compensation and health care costs are based on current market conditions, inflationary expectations and historical
information.
Pension Benefits
2020
2019
2018
2020
OPEB
2019
2018
Discount rate .................................
U.S.
U.S.
2.50 % 1.55 % 3.40 % 2.05 % 4.30 % 2.95 % 2.55 % 3.35 % 4.35 %
U.K.
U.K.
U.K.
U.S.
Expected return on plan assets ....
7.25 % 4.00 % 7.25 % 4.00 % 7.50 % 5.10 %
N/A
N/A
N/A
Rate of compensation increase ....
N/A 3.15 %
N/A 3.15 % 4.00 % 3.40 % 4.00 % 4.00 % 4.00 %
The accumulated benefit obligation for all defined benefit pension plans was $796.6 million and $737.8 million at
December 31, 2020 and December 31, 2019, respectively. As of December 31, 2020, the accumulated benefit
obligation for our underfunded defined benefit pension plans was $618.8 million, the projected benefit obligation
was $618.8 million and the fair value of assets for these plans was $469.6 million.
Certain eligible retirees under our OPEB plans have past service with both AAM and GM. AAM and GM share
proportionally in the cost of OPEB for these retirees based on the length of service an employee had with AAM and
GM. We have included in our OPEB obligation the amounts expected to be received pursuant to this agreement of
$250.0 million and $236.0 million at December 31, 2020 and December 31, 2019, respectively. We have also
recorded a corresponding asset for these amounts on our Consolidated Balance Sheets, $13.0 million that is
classified as a current asset and $237.0 million that is classified as a noncurrent asset as of December 31, 2020.
65
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the changes in projected benefit obligations and plan assets and reconciles the
funded status of the benefit plans, which is the net benefit plan liability:
Pension Benefits
December 31,
OPEB
December 31,
2020
2019
2020
2019
(in millions)
Change in benefit obligation
Benefit obligation at beginning of year .................... $
740.2 $
734.5 $
549.1 $
537.3
Service cost ............................................................
Interest cost ............................................................
Actuarial loss ...........................................................
Change in GM portion of OPEB obligation .............
Participant contributions .........................................
Curtailments ............................................................
Settlements .............................................................
Benefit payments ....................................................
Sale of business ......................................................
Currency fluctuations ..............................................
Other .......................................................................
Net change ..............................................................
2.0
21.4
63.5
—
0.2
—
(3.3)
(34.4)
—
8.7
0.6
58.7
1.5
28.0
71.5
—
0.2
(1.9)
(28.8)
(44.1)
(26.2)
5.5
—
5.7
0.4
10.2
25.3
14.0
—
—
—
(12.5)
—
—
—
37.4
Benefit obligation at end of year ............................. $
798.9 $
740.2 $
586.5 $
Change in plan assets
Fair value of plan assets at beginning of year ........ $
636.6 $
625.8 $
— $
Actual return on plan assets ...................................
Employer contributions ...........................................
Participant contributions .........................................
Benefit payments ....................................................
Settlements .............................................................
Sale of business ......................................................
Currency fluctuations ..............................................
Net change ..............................................................
55.7
8.5
0.2
(34.4)
(3.3)
—
6.6
33.3
87.5
10.0
0.2
(44.1)
(28.8)
(20.7)
6.7
10.8
—
12.5
—
—
—
—
—
Fair value of plan assets at end of year .................. $
669.9 $
636.6 $
— $
Amounts recognized in our Consolidated Balance Sheets are as follows:
0.3
12.8
11.9
3.1
—
—
—
(15.5)
(0.8)
—
—
11.8
549.1
—
—
15.5
—
—
—
—
—
—
(12.5)
(15.5)
Pension Benefits
December 31,
OPEB
December 31,
2020
2019
2020
2019
Noncurrent assets ...................................................... $
Current liabilities .........................................................
20.2 $
(8.0)
(in millions)
21.2 $
(6.6)
Noncurrent liabilities ...................................................
(141.2)
(118.2)
(556.7)
Net liability .................................................................. $
(129.0) $
(103.6) $
(586.5) $
66
— $
—
(29.8)
(29.1)
(520.0)
(549.1)
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pre-tax amounts recorded in accumulated other comprehensive income (loss) (AOCI), not yet recognized in net
periodic benefit cost (credit) as of December 31, 2020 and 2019, consists of:
Pension Benefits
December 31,
OPEB
December 31,
2020
2019
2020
2019
(in millions)
Net actuarial gain (loss) ............................................. $
(278.0) $
(239.2) $
(4.9) $
Net prior service credit (cost) .....................................
(1.8)
(1.2)
3.1
Total amounts recorded .............................................. $
(279.8) $
(240.4) $
(1.8) $
19.3
4.7
24.0
The increase in net actuarial loss for pension benefits and decrease in net actuarial gain for OPEB as of
December 31, 2020, as compared to December 31, 2019, is primarily attributable to a reduction in the discount
rates used in the valuation at December 31, 2020 as compared to prior year.
The components of net periodic benefit cost (credit) are as follows:
Pension Benefits
2020
2019
2018
2020
OPEB
2019
2018
Service cost ...................................... $
2.0 $
1.5 $
(in millions)
2.6 $
Interest cost ......................................
21.4
28.0
27.3
Expected asset return ......................
(38.4)
(41.1)
(45.8)
Amortized actuarial loss ...................
Amortized prior service cost (credit) .
Curtailment loss (gain) .....................
Settlement charge ...........................
8.6
0.1
—
0.5
6.4
—
—
10.4
7.8
0.1
3.2
0.4
0.4 $
0.3 $
10.2
—
1.0
12.8
—
0.1
(1.5)
(1.5)
—
—
—
—
0.4
12.4
—
0.8
(2.7)
(0.6)
—
Net periodic benefit cost (credit) ...... $
(5.8) $
5.2 $
(4.4) $
10.1 $
11.7 $
10.3
Our postretirement cost sharing asset from GM is measured on the same basis as the portion of the obligation
to which it relates. The actuarial gains and losses related to the GM portion of the OPEB obligation are recognized
immediately in the Consolidated Statements of Operations as an offset against the gains and losses related to the
change in the corresponding GM postretirement cost sharing asset. These items are presented net in the change in
benefit obligation and net periodic benefit cost components disclosed above. Remaining actuarial gains and losses
are deferred and amortized over the expected future service periods of the active participants or the remaining life
expectancy of the inactive participants.
For measurement purposes, a weighted average annual increase in the per-capita cost of covered health care
benefits of 6.25% was assumed for 2021. The rate was assumed to decrease gradually to 5.00% by 2026 and to
remain at that level thereafter.
The expected future pension and other postretirement benefits to be paid, net of GM cost sharing, for each of
the next five years and in the aggregate for the succeeding five years thereafter are as follows: $59.7 million in
2021; $55.2 million in 2022; $55.1 million in 2023; $56.4 million in 2024; $57.2 million in 2025 and $287.4 million for
2026 through 2030. These amounts were estimated using the same assumptions that were used to measure our
2020 year-end pension and OPEB obligations and include an estimate of future employee service.
67
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Contributions We contributed $4.2 million to our pension trusts in 2020. Due to the availability of our pre-
funded pension balances (previous contributions in excess of prior required pension contributions), we expect our
regulatory pension funding requirements in 2021 to be less than $1.0 million. We expect our cash payments, net of
GM cost sharing, for OPEB to be approximately $17.0 million in 2021.
Terminated vested lump sum payment offer In 2019, we offered a voluntary one-time lump sum payment
option to certain eligible terminated vested participants in our U.S. pension plans that, if accepted, settled our
pension obligations to them (AAM Pension Payout Offer). The lump sum settlements, which were paid from plan
assets, reduced our liabilities and administrative costs going forward.
The AAM Pension Payout Offer was offered to approximately 2,000 of our U.S. pension plan participants, of
which 616 participants accepted the offer. We made a one-time lump sum payment from our pension trust of $28.4
million in 2019. As a result of this settlement, we remeasured the assets and liabilities of our U.S. pension plans,
which reduced our projected benefit obligation by $32.5 million and resulted in a non-cash settlement charge of $9.8
million in the fourth quarter of 2019 related to the accelerated recognition of certain deferred losses.
Pension plan assets The weighted-average asset allocations of our pension plan assets at December 31,
2020 and 2019 appear in the following table. The asset allocation for our plans is developed in consideration of the
demographics of the plan participants and expected payment stream of the benefit obligation.
U.S.
U.K.
Target
Target
2020
2019
Allocation
2020
2019
Allocation
Equity securities ..................
34.7 %
35.2 % 25% - 40%
21.8 %
22.7 %
15% - 30%
Fixed income securities .......
Alternative assets ................
Cash ....................................
57.3
7.3
0.7
52.9
10.4
1.5
50% - 70%
5% - 15%
0% - 5%
65.9
8.9
3.4
66.8
60% - 80%
9.4
1.1
5% - 15%
0% - 5%
Total .....................................
100.0 %
100.0 %
100.0 %
100.0 %
The primary objective of our pension plan assets is to provide a source of retirement income for participants and
beneficiaries. Our primary financial objectives for the pension plan assets have been established in conjunction
with a comprehensive review of our current and projected financial requirements. These objectives include having
the ability to pay all future benefits and expenses when due, maintaining flexibility and minimizing volatility. These
objectives are based on a long-term investment horizon.
68
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Defined Benefit Pension Plan Assets Investments in our defined benefit plans are stated at fair value. Level
1 assets are valued using quoted market prices that represent the asset value of the shares held by the trusts. The
level 2 assets are investments in pooled funds, which are valued using a model to reflect the valuation of their
underlying assets that are publicly traded with observable values. The fair values of our pension plan assets are as
follows:
December 31, 2020
Asset Categories
Level 1
Level 2
Level 3
Total
Cash and Cash Equivalents ............................ $
7.4 $
(in millions)
2.9 $
— $
10.3
Equity
U.S. Large Cap ..............................................
U.S. Small/Mid Cap ........................................
World Equity ...................................................
Fixed Income Securities
Government & Agencies ................................
Corporate Bonds - Investment Grade ............
Corporate Bonds - Non-investment Grade ....
Emerging Market Debt ...................................
Other ..............................................................
Other
Property Funds (a) ...........................................
Liquid Alternatives Fund (a) .............................
Structured Credit Fund (a) ...............................
Total Plan Assets .............................................
December 31, 2019
Asset Categories
88.1
20.5
87.0
84.1
219.0
22.4
21.1
3.6
—
—
—
2.7
—
7.8
45.9
2.7
0.7
1.1
0.3
—
—
—
—
—
—
—
—
—
—
—
—
—
—
90.8
20.5
94.8
130.0
221.7
23.1
22.2
3.9
44.2
1.8
6.6
$
553.2 $
64.1 $
— $
669.9
Level 1
Level 2
Level 3
Total
Cash and Cash Equivalents ............................ $
7.3 $
(in millions)
2.0 $
— $
9.3
Equity
U.S. Large Cap ..............................................
U.S. Small/Mid Cap ........................................
World Equity ...................................................
Fixed Income Securities
Government & Agencies ................................
Corporate Bonds - Investment Grade ............
Corporate Bonds - Non-investment Grade ....
Emerging Market Debt ...................................
Other ..............................................................
Other
Property Funds (a) ...........................................
Liquid Alternatives Fund (a) .............................
Structured Credit Fund (a)................................
Total Plan Assets .............................................
82.4
22.7
88.1
74.3
185.8
21.7
20.4
6.9
—
—
—
3.0
—
4.7
45.0
0.6
1.1
0.7
4.8
—
—
—
—
—
—
—
—
—
—
—
—
—
—
85.4
22.7
92.8
119.3
186.4
22.8
21.1
11.7
57.3
1.6
6.2
$
509.6 $
61.9 $
— $
636.6
(a) In accordance with ASC 820 - Fair Value Measurement certain investments that are measured at fair value using the net asset value per
share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table
are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
69
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DEFINED CONTRIBUTION PLANS Most of our salaried and hourly U.S. associates, including certain UAW
represented associates at our U.S. locations, are eligible to participate in voluntary savings plans. Our maximum
match is 50% of eligible associates' contribution up to 10% of their eligible salary. Matching contributions amounted
to $7.9 million in 2020, $11.5 million in 2019 and $12.4 million in 2018. Certain U.S. associates are eligible annually
to receive an additional AAM Retirement Contribution (ARC) benefit between 3% to 5% of eligible salary, depending
on years of service. We made ARC contributions of $8.0 million, $10.3 million and $7.3 million in 2020, 2019 and
2018, respectively.
70
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. STOCK-BASED COMPENSATION AND OTHER INCENTIVE COMPENSATION
STOCK-BASED COMPENSATION
At December 31, 2020, we had stock-based awards outstanding under stock compensation plans approved by
our stockholders. Under these plans, shares have been authorized for issuance to our directors, officers and certain
other associates in the form of unvested restricted stock units, performance shares or other awards that are based
on the value of our common stock. Shares available for future grants at December 31, 2020 were 2.1 million. The
current stock plan will expire in May 2028.
RESTRICTED STOCK UNITS We have awarded restricted stock units (RSUs). Compensation expense
associated with RSUs settled in stock is recorded to paid-in-capital ratably over the three-year vesting period.
The following table summarizes activity relating to our RSUs:
Weighted-Average
Number of
Grant Date Fair
Shares/Units
Value per Share/Unit
(in millions, except per share data)
Outstanding at January 1, 2018 ....................................................
Granted .........................................................................................
Vested ...........................................................................................
Canceled ......................................................................................
Outstanding at December 31, 2018 ...............................................
Granted .........................................................................................
Vested ...........................................................................................
Canceled ......................................................................................
Outstanding at December 31, 2019 ...............................................
Granted .........................................................................................
Vested ...........................................................................................
Canceled ......................................................................................
Outstanding at December 31, 2020 ...............................................
2.5 $
1.7
(0.4)
(0.3)
3.5 $
1.0
(0.7)
(0.7)
3.1 $
3.2
(0.8)
(0.6)
4.9 $
18.35
14.57
24.16
15.84
16.00
15.78
15.53
16.05
16.03
5.08
18.22
10.33
9.20
As of December 31, 2020, unrecognized compensation cost related to unvested RSUs totaled $15.5 million.
The weighted average period over which this cost is expected to be recognized is approximately 2 years. In 2020
and 2019, the total fair market value of RSUs vested was $5.0 million and $10.9 million, respectively.
PERFORMANCE SHARES As of December 31, 2020, we have performance shares (PS) outstanding under
our 2018 Omnibus Incentive Plan. We grant performance shares payable in stock to officers which vest in full over
a three-year performance period. In 2020, these grants were based on AAM's three-year cumulative free cash flow,
adjusted based on a total shareholder return (TSR) measure. In 2019, these grants were based on a TSR
measure, and in 2018, these grants were based equally on a TSR measure and AAM's three-year cumulative free
cash flow. The TSR metric compares our TSR over the three-year performance period relative to the TSR of our
pre-defined competitor peer group. Based on these free cash flow and relative TSR performance metrics, the
number of performance shares that will vest will be between 0% and 200% of the grant date amount. Share price
appreciation and dividends paid are measured over the performance period to determine TSR. As these awards
are settled in stock, the compensation expense is recorded ratably over the vesting period to paid-in-capital.
71
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes activity relating to our performance shares:
EBITDA Awards
Outstanding at January 1, 2018 .......................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2018 .................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2019 .................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2020 .................................................
TSR Awards
Outstanding at January 1, 2018 .......................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2018 .................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2019 ................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2020 .................................................
Free Cash Flow Awards
Outstanding at January 1, 2018 .......................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2018 .................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2019 .................................................
Granted ...........................................................................................
Vested .............................................................................................
Canceled .........................................................................................
Outstanding at December 31, 2020 .................................................
72
Number of
Shares
Weighted Average
Grant Date Fair
Value per Share
(in millions, except per share data)
0.6 $
—
(0.1)
—
0.5 $
—
(0.4)
—
0.1 $
—
(0.1)
—
— $
33.91
—
37.67
—
34.49
—
31.21
—
39.09
—
39.09
—
—
0.6 $
0.3
(0.1)
—
0.8 $
0.3
(0.2)
(0.1)
0.8 $
—
(0.2)
—
0.6 $
— $
0.3
—
—
0.3 $
—
—
—
0.3 $
0.9
—
—
1.2 $
20.93
13.91
31.21
—
16.25
24.36
17.54
20.49
20.13
—
24.63
—
18.86
—
14.28
—
—
14.28
—
—
—
14.28
5.18
—
—
7.50
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
We estimate the fair value of our EBITDA performance shares on the date of grant using our estimated three-
year adjusted EBITDA margin, based on AAM's budget and long-range plan assumptions at that time, and adjust
quarterly as necessary. We estimate the fair value of our TSR performance shares on the date of grant using the
Monte Carlo simulation approach. The Monte Carlo simulation approach utilizes inputs on volatility assumptions,
risk free rates, the price of the Company’s and our competitor peer group's common stock and their correlation as of
each valuation date. Volatility assumptions are based on historical and implied volatility measurements. We
estimate the fair value of our free cash flow performance shares on the date of grant using our estimated three-year
cumulative free cash flow, based on AAM's budget and long-range plan assumptions at the time, and adjust
quarterly as necessary.
Based on the current fair value, the estimated unrecognized compensation cost related to unvested PS totaled
$5.3 million, as of December 31, 2020. The weighted-average period over which this cost is expected to be
recognized is approximately two years.
OTHER INCENTIVE COMPENSATION
PERFORMANCE UNITS As of December 31, 2020, we have performance units (PU) outstanding under our
2018 Omnibus Incentive Plan. We grant PU payable in cash to officers and certain other associates which vest in
full over a three-year performance period and are based primarily on AAM's three-year cumulative free cash flow.
The $13.6 million and $14.2 million of PU granted during 2020 and 2019, respectively, will vest for officers between
0% and 200% of the grant date amount, and for other associates between 0% and 150% of the grant date amount,
using our cumulative free cash flow performance metric. Based on the current fair value, the estimated
unrecognized compensation cost related to unvested PU totaled $13.7 million, as of December 31, 2020. The
weighted-average period over which this cost is expected to be recognized is approximately two years.
73
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. INCOME TAXES
The components of income (loss) before income taxes are as follows:
U.S. loss ................................................................................... $
(721.6) $
(889.0) $
Non - U.S. income ....................................................................
111.3
356.0
Total loss before income taxes ................................................. $
(610.3) $
(533.0) $
(549.4)
435.5
(113.9)
2020
2019
(in millions)
2018
The following is a summary of the components of our provision for income taxes:
2020
2019
(in millions)
2018
Current
Federal ..................................................................................... $
2.0 $
(11.9) $
State and local .........................................................................
Foreign .....................................................................................
0.5
20.2
0.1
49.3
Total current ............................................................................. $
22.7 $
37.5 $
Deferred
Federal ..................................................................................... $
(60.0) $
(73.5) $
State and local .........................................................................
Foreign .....................................................................................
Total deferred ...........................................................................
(0.7)
(11.2)
(71.9)
(1.5)
(11.4)
(86.4)
Total income tax benefit ........................................................... $
(49.2) $
(48.9) $
(81.5)
3.2
46.5
(31.8)
(5.1)
(6.7)
(13.5)
(25.3)
(57.1)
The following is a reconciliation of income taxes calculated at the U.S. federal statutory income tax rate of 21%
in 2020, 2019 and 2018 to our provision for income taxes:
2020
2019
(in millions)
2018
Federal statutory ....................................................................... $
(128.2) $
(111.9) $
Foreign income taxes ...............................................................
Change in enacted tax rate .......................................................
Transition tax ............................................................................
State and local ..........................................................................
Tax credits .................................................................................
Valuation allowance ..................................................................
Goodwill impairment .................................................................
Withholding taxes .....................................................................
U.S. tax on unremitted foreign earnings ...................................
Tax benefit on loss carryback ...................................................
Global intangible low-taxed income ..........................................
Uncertain tax positions .............................................................
Other .........................................................................................
(21.5)
2.1
—
(5.0)
(9.7)
19.8
107.1
5.6
—
(14.4)
2.3
(8.8)
1.5
Effective income tax benefit ...................................................... $
(49.2) $
(40.2)
0.2
(7.5)
(20.0)
(9.6)
12.6
92.4
4.0
(2.8)
—
31.1
5.9
(3.1)
(48.9) $
(23.9)
(39.7)
(8.3)
5.8
(12.8)
(20.1)
12.9
21.6
6.6
4.1
—
8.0
(9.8)
(1.5)
(57.1)
74
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In 2020, our effective income tax rate varied from the U.S. federal statutory rate primarily as a result of the
goodwill impairment charge, which resulted in no income tax benefit, as well as favorable foreign tax rates, the
impact of tax credits, and the finalization of an advance pricing agreement in a foreign jurisdiction, which resulted in
a tax benefit of approximately $6.8 million. We also recognized a tax benefit of approximately $14.4 million related
to our ability to carry back prior year losses, as well as projected current year losses, under the CARES Act to years
with the previous 35% tax rate. These income tax benefits were partially offset by our inability to realize an income
tax benefit for losses incurred in certain foreign and state jurisdictions, as well as a partial valuation allowance of
approximately $5.3 million on certain U.S. federal income tax attributes.
In 2019, our income tax benefit varied from the tax benefit computed at the U.S. federal statutory rate primarily
as a result of the goodwill impairment charge, which resulted in no income tax benefit, as well as the incremental tax
expense associated with the global intangible low-taxed income inclusion under the Tax Cuts and Jobs Act of 2017
(the 2017 Act), and our inability to realize an income tax benefit for losses incurred in certain foreign and state
jurisdictions. These items were partially offset by the impact of favorable foreign tax rates and income tax credits. In
addition, as part of the 2017 Act, a one-time transition tax (Transition Tax) was imposed on certain foreign earnings
for which U.S. income tax was previously deferred. The Department of Treasury and Internal Revenue Service
issued final regulations on February 5, 2019 regarding the Transition Tax, which changed the manner in which we
are required to compute the Transition Tax when it is recognized over a two-year period. The application of the final
regulations resulted in a $9.3 million income tax benefit, which has been recorded in 2019, the period in which the
final regulations were issued.
In 2018, our income tax benefit varied from the tax benefit computed at the U.S. federal statutory rate primarily
due to the impact of favorable foreign tax rates, and the impact of income tax credits, partially offset by our inability
to realize an income tax benefit for losses incurred in certain foreign and state jurisdictions. In addition, during 2018,
we finalized an advance pricing agreement in a foreign jurisdiction and settled various other matters, which resulted
in an income tax benefit and a reduction of our liability for unrecognized tax benefits and related interest and
penalties of approximately $20 million. We also recorded an income tax benefit of approximately $85 million in 2018
as a result of the goodwill impairment charge, partially offset by a discrete tax expense related to the sale of the
aftermarket business associated with our former Powertrain segment.
The 2017 Act subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain
foreign subsidiaries. Under GAAP, we made an accounting policy election to provide for the tax expense related to
GILTI in the year the tax is incurred as a period expense.
As of December 31, 2020, we have refundable income taxes of approximately $14 million classified as Prepaid
expenses and other on our Consolidated Balance Sheet, as compared to approximately $25 million as of December
31, 2019. We also have income taxes payable of approximately $6 million and $3 million classified as Accrued
expenses and other on our Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.
75
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The approximate tax effect of each significant type of temporary difference and carryforward that results in a
deferred tax asset or liability is as follows:
December 31,
2020
2019
(in millions)
Deferred tax assets
Employee benefits ................................................................................................ $
162.4 $
Inventory ...............................................................................................................
Net operating loss (NOL) carryforwards ...............................................................
Tax credit carryforwards .......................................................................................
Capital allowance carryforwards ...........................................................................
Capitalized expenditures ......................................................................................
Interest carryforward .............................................................................................
Operating lease liabilities ......................................................................................
32.9
221.4
88.6
10.2
45.9
10.4
25.7
Other .....................................................................................................................
Valuation allowances ............................................................................................
50.6
(208.0)
Deferred tax assets .............................................................................................. $
440.1 $
Deferred tax liabilities
Other intangible assets .........................................................................................
Fixed assets ..........................................................................................................
Operating lease right-of-use assets ......................................................................
Other .....................................................................................................................
(179.9)
(137.5)
(25.6)
(2.5)
Deferred tax liabilities ........................................................................................... $
(345.5) $
149.4
27.3
201.7
47.8
9.3
42.9
43.9
27.1
42.7
(196.0)
396.1
(199.7)
(120.7)
(27.1)
(4.1)
(351.6)
Deferred tax assets, net ....................................................................................... $
94.6 $
44.5
Deferred tax assets and liabilities recognized in our Consolidated Balance Sheets are as follows:
U.S. federal and state deferred tax asset, net ...................................................... $
Other foreign deferred tax asset, net ....................................................................
Deferred tax asset, net ......................................................................................... $
December 31,
2020
2019
(in millions)
44.1 $
50.5
94.6 $
5.0
39.5
44.5
DEFERRED INCOME TAX ASSETS AND LIABILITIES AND VALUATION ALLOWANCES The deferred
income tax assets and liabilities summarized above reflect the impact of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities for
income tax purposes. ASC 740 - Income Taxes states that companies must measure deferred tax amounts at the
rate at which they are expected to be realized.
As of December 31, 2020 and December 31, 2019, we had deferred tax assets from domestic and foreign net
operating loss and tax credit carryforwards of $320.2 million and $258.8 million, respectively. Approximately $107.7
million of the deferred tax assets at December 31, 2020 relate to NOL and tax credits that can be carried forward
indefinitely with the remainder expiring between 2021 and 2040.
76
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting guidance for income taxes requires a deferred tax liability to be established for the U.S. tax impact
of undistributed earnings of foreign subsidiaries unless it can be shown that these earnings will be permanently
reinvested outside the U.S. We have provided deferred income taxes for the estimated U.S. federal income tax,
foreign income tax, and applicable withholding taxes on earnings of subsidiaries expected to be distributed.
In accordance with the accounting guidance for income taxes, we review the likelihood that we will realize the
benefit of deferred tax assets and estimate whether recoverability of our deferred tax assets is “more likely than
not,” based on forecasts of taxable income in the related tax jurisdictions. In determining the requirement for a
valuation allowance, the historical results, projected future operating results based upon approved business plans,
eligible carry forward periods, and tax planning opportunities are considered, along with other relevant positive and
negative evidence. If, based upon available evidence, it is more likely than not the deferred tax assets will not be
realized, a valuation allowance is recorded. During 2020, we determined that a portion of our deferred tax assets
related to certain U.S. federal income tax attributes that are being carried forward were not more likely than not to
be realized and, as such, we recorded a valuation allowance resulting in tax expense of approximately $5.3 million
during the year ended December 31, 2020.
Due to the uncertainty associated with the extent and ultimate impact of COVID-19 on global automotive
production volumes, we may experience lower than projected earnings in certain jurisdictions in future periods, and
it is reasonably possible that changes in valuation allowances could be recognized in the next twelve months as a
result.
During 2020, 2019 and 2018, we recorded a net tax expense of $14.5 million, $25.4 million and $16.0 million,
respectively, resulting from net losses in certain foreign and U.S. state and local jurisdictions with no corresponding
tax benefit due to increases in our valuation allowance. These income tax expenses were increased in 2020 and
partially offset in 2019 and 2018 by a net tax expense of $5.3 million, and a net tax benefit of $12.8 million and $3.1
million, respectively, resulting from changes in determinations relating to the potential realization of deferred tax
assets, the resulting establishment of a partial valuation allowance in the U.S., and the resulting release of
valuation allowances in foreign jurisdictions.
As of December 31, 2020 and December 31, 2019, we have a valuation allowance of $208.0 million and $196.0
million, respectively, related to net deferred tax assets in several foreign jurisdictions and U.S. federal, state and
local jurisdictions.
77
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNRECOGNIZED INCOME TAX BENEFITS To the extent that we have uncertain tax positions, a
determination is made as to whether such positions meet the “more likely than not” threshold. This threshold must
be met in order to record any tax benefit and, to the extent that an uncertain tax position meets the "more likely than
not" threshold, we have measured and recorded the highest probable benefit, and have established appropriate
reserves for benefits that exceed the amount likely to be sustained upon examination.
A reconciliation of the beginning and ending amounts of unrecognized income tax benefits is as follows:
Unrecognized
Income Tax
Benefits
Interest and
Penalties
Balance at January 1, 2018 .............................................................. $
Increase in prior year tax positions .................................................
Decrease in prior year tax positions ...............................................
Increase in current year tax positions .............................................
Settlement .......................................................................................
Balance at December 31, 2018 ........................................................ $
Increase in prior year tax positions .................................................
Decrease in prior year tax positions ...............................................
Increase in current year tax positions .............................................
Foreign currency remeasurement adjustment ................................
Balance at December 31, 2019 ........................................................ $
Increase in prior year tax positions .................................................
Decrease in prior year tax positions ...............................................
Increase in current year tax positions .............................................
Settlement .......................................................................................
Foreign currency remeasurement adjustment ................................
Balance at December 31, 2020 ........................................................ $
(in millions)
47.7 $
5.6
(16.9)
6.0
(3.7)
38.7 $
0.2
(3.1)
4.4
0.9
41.1 $
0.2
(6.6)
0.7
(12.2)
(3.0)
20.2 $
7.5
3.5
(2.5)
—
(1.6)
6.9
4.5
(0.1)
—
0.2
11.5
—
(1.7)
—
(6.3)
(1.5)
2.0
At December 31, 2020 and December 31, 2019, we had $20.2 million and $41.1 million of gross unrecognized
income tax benefits, respectively.
In 2020, 2019, and 2018, we recognized a tax (benefit)/expense of $(1.7) million, $4.4 million and $1.0 million,
respectively, related to interest and penalties in Income tax benefit on our Consolidated Statements of Operations.
We have a liability of $2.0 million and $11.5 million related to the estimated future payment of interest and penalties
at December 31, 2020 and 2019, respectively. The amount of the unrecognized income tax benefits, including
interest and penalties, as of December 31, 2020 that, if recognized, would affect the effective tax rate is $19.0
million.
We operate in multiple jurisdictions throughout the world and the income tax returns of several subsidiaries in
various tax jurisdictions are currently under examination. We are currently under a U.S. federal income tax
examination for the years 2015 through 2018. Generally, we are no longer subject to U.S. federal, state and local,
or non-U.S. income tax examinations by tax authorities for years prior to 2013. In the second quarter of 2020, we
finalized an advance pricing agreement in a foreign jurisdiction, which resulted in a cash payment to the tax
authorities of $18.5 million and a reduction of our liability for unrecognized tax benefits and related interest and
penalties of $25.3 million.
Based on the status of ongoing tax audits, and the protocol of finalizing audits by the relevant tax authorities, it
is not possible to estimate the impact of changes, if any, to previously recorded uncertain tax positions. We will
continue to monitor the progress and conclusions of all ongoing audits and other communications with tax
authorities and will adjust our estimated liability as necessary.
78
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. EARNINGS (LOSS) PER SHARE (EPS)
We present EPS using the two-class method. This method allocates undistributed earnings between common
shares and non-vested share based payment awards that entitle the holder to non-forfeitable dividend rights. Our
participating securities include non-vested restricted stock units.
The following table sets forth the computation of our basic and diluted EPS available to shareholders of
common stock (excluding participating securities):
2020
2018
2019
(in millions, except per share data)
Numerator
Net loss attributable to AAM ..................................................................... $
Less: Net loss allocated to participating securities ...............................
Net loss attributable to common shareholders - Basic and Dilutive ......... $
(561.3) $
—
(561.3) $
(484.5) $
—
(484.5) $
(57.5)
—
(57.5)
Denominators
Basic common shares outstanding -
Weighted-average shares outstanding .................................................
Less: Participating securities ...........................................................
Weighted-average common shares outstanding ..................................
117.9
(4.8)
113.1
115.6
(3.3)
112.3
115.0
(3.4)
111.6
Effect of dilutive securities -
Dilutive stock-based compensation ......................................................
—
—
—
Diluted shares outstanding -
Adjusted weighted-average shares after assumed conversions ..........
113.1
112.3
111.6
Basic EPS ................................................................................................. $
(4.96) $
(4.31) $
(0.51)
Diluted EPS .............................................................................................. $
(4.96) $
(4.31) $
(0.51)
Basic and diluted loss per share are the same in each of the years presented because the effect of potentially
dilutive stock-based compensation would have been antidilutive. Excluded potentially dilutive shares were zero in
2020, and were 0.4 million and 0.8 million in 2019 and 2018, respectively.
79
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS Obligated purchase commitments for capital expenditures and related project
expenses were approximately $90.8 million at December 31, 2020 and $131.9 million at December 31, 2019.
LEGAL PROCEEDINGS We are involved in, or potentially subject to, various legal proceedings or claims
incidental to our business. These include, but are not limited to, matters arising out of product warranties, tax or
contractual matters, and environmental obligations. Although the outcome of these matters cannot be predicted with
certainty, we do not believe that any of these matters, individually or in the aggregate, will have a material effect on
our financial condition, results of operations or cash flows.
We are subject to various federal, state, local and foreign environmental and occupational safety and health
laws, regulations and ordinances, including those regulating air emissions, water discharge, waste management
and environmental cleanup. We will continue to closely monitor our environmental conditions to ensure that we are
in compliance with all laws, regulations and ordinances. We have made, and anticipate continuing to make, capital
and other expenditures (including recurring administrative costs) to comply with environmental requirements at our
current and former facilities. Such expenditures were not significant in 2020, 2019 and 2018.
ENVIRONMENTAL OBLIGATIONS Due to the nature of our manufacturing operations, we have legal
obligations to perform asset retirement activities pursuant to federal, state, and local requirements at our current
and former facilities. The process of estimating environmental liabilities is complex. Significant uncertainty may exist
related to the timing and method of the settlement of these obligations. Therefore, these liabilities are not
reasonably estimable until a triggering event occurs that allows us to estimate a range and assess the probabilities
of potential settlement dates and the potential methods of settlement.
In the future, we will update our estimated costs and potential settlement dates and methods and their
associated probabilities based on available information. Any update may change our estimate and could result in a
material adjustment to this liability.
PRODUCT WARRANTIES We record a liability for estimated warranty obligations at the dates our products
are sold. These estimates are established using sales volumes and internal and external warranty data where there
is no payment history and historical information about the average cost of warranty claims for customers with prior
claims. We estimate our costs based on the contractual arrangements with our customers, existing customer
warranty terms and internal and external warranty data, which includes a determination of our warranty claims and
actions taken to improve product quality and minimize warranty claims. We continuously evaluate these estimates
and our customers' administration of their warranty programs. We monitor actual warranty claim data and adjust the
liability, as necessary, on a quarterly basis.
During 2020 and 2019, we also made adjustments to our warranty accrual to reflect revised estimates regarding
our projected future warranty obligations. The following table provides a reconciliation of changes in the product
warranty liability:
December 31,
2020
2019
(in millions)
Beginning balance ................................................................................................ $
62.0 $
Accruals ................................................................................................................
Settlements ...........................................................................................................
Adjustments to prior period accruals ....................................................................
Foreign currency translation .................................................................................
Ending balance ...................................................................................................... $
21.9
(14.1)
(3.5)
0.4
66.7 $
57.7
18.5
(10.4)
(3.9)
0.1
62.0
80
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Reclassification adjustments and other activity impacting accumulated other comprehensive income (loss)
(AOCI) during the year ended December 31, 2020, December 31, 2019 and December 31, 2018 are as follows (in
millions):
Defined
Benefit Plans
Foreign
Currency
Translation
Adjustments
Unrecognized
Loss on Cash
Flow Hedges
Total
Balance at January 1, 2018 .................................. $
(252.0)
$
(34.1)
$
(6.6)
$
(292.7)
Other comprehensive income (loss) before
reclassifications ...................................................
Income tax effect of other comprehensive
income (loss) before reclassifications .................
Amounts reclassified from accumulated other
comprehensive loss into net loss .........................
Income taxes reclassified into net loss ................
Net current period other comprehensive income
(loss) ....................................................................
41.9
(8.4)
6.0 (a)
(1.4)
38.1
(62.7)
—
0.2
—
(62.5)
5.4
(0.2)
(0.4) (b)
0.7
5.5
(15.4)
(8.6)
5.8
(0.7)
(18.9)
Balance at December 31, 2018 ............................ $
(213.9)
$
(96.6)
$
(1.1)
$
(311.6)
Other comprehensive loss before
reclassifications ...................................................
Income tax effect of other comprehensive loss
before reclassifications ........................................
Amounts reclassified from accumulated other
comprehensive loss into net loss .........................
Income taxes reclassified into net loss ................
(61.5) (c)
(4.6)
5.6
12.5 (a)
(2.6)
—
—
—
Net current period other comprehensive loss ......
(46.0)
(4.6)
(19.0)
6.3
(1.7) (b)
(0.2)
(14.6)
(85.1)
11.9
10.8
(2.8)
(65.2)
Balance at December 31, 2019 ............................ $
(259.9)
$
(101.2)
$
(15.7)
$
(376.8)
Other comprehensive income (loss) before
reclassifications ...................................................
Income tax effect of other comprehensive
income (loss) before reclassifications ..................
Amounts reclassified from accumulated other
comprehensive loss into net loss .........................
Income taxes reclassified into net loss ................
Net current period other comprehensive income
(loss) ....................................................................
(72.0)
14.2
8.2 (a)
(1.5)
(51.1)
0.1
—
—
—
0.1
(41.5)
8.2
35.8 (b)
(6.9)
(4.4)
(113.4)
22.4
44.0
(8.4)
(55.4)
Balance at December 31, 2020 ............................ $
(311.0)
$
(101.1)
$
(20.1)
$
(432.2)
(a) Subsequent to the adoption of ASU 2017-07 effective January 1, 2018, these amounts were reclassified from AOCI to
Other, net for the years ended December 31, 2020, 2019 and 2018. The amount reclassified for 2019 includes a credit to
AOCI of $7.4 million related to the net effect of the AAM Pension Payout Offer and the Casting Sale. See Note 7 -
Employee Benefit Plans and Note 16 - Acquisitions and Dispositions for more detail.
(b) The amounts reclassified from AOCI included $2.9 million in COGS, $14.2 million in interest expense and $18.7 million in
other expense, net for the year ended December 31, 2020, $(2.4) million in COGS, $2.0 million in interest expense and
$(1.3) million in other expense, net for the year ended December 31, 2019 and $2.8 million in COGS and $(3.2) million in
interest expense for the year ended December 31, 2018.
(c) ASU 2018-02 became effective on January 1, 2019, and we elected to reclassify the stranded tax effects caused by the
2017 Tax Cuts and Jobs Act, resulting in a decrease in Accumulated other comprehensive income (loss) of $27.7 million at
January 1, 2019.
81
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. REVENUE FROM CONTRACTS WITH CUSTOMERS
The guidance in ASC 606 - Revenue from Contracts with Customers is based on the principle that an entity
should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. We are obligated
under our contracts with customers to manufacture and supply products for use in our customers’ operations. We
satisfy these performance obligations at the point in time that the customer obtains control of the products, which is
the point in time that the customer is able to direct the use of, and obtain substantially all of the remaining benefits
from, the products. This typically occurs upon shipment to the customer in accordance with purchase orders and
delivery releases issued by our customers. There is judgment involved in determining when the customer obtains
control of the products and we have utilized the following indicators of control in our assessment:
The customer has legal title to the asset;
• We have the present right to payment for the asset;
•
• We have transferred physical possession of the asset;
•
•
The customer has the significant risks and rewards of ownership of the asset; and
The customer has accepted the asset.
Our product offerings by segment are as follows:
•
Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch
modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline
products and systems for light trucks, sport utility vehicles (SUVs), crossover vehicles (CUVs), passenger
cars and commercial vehicles; and
• Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential
gears and assemblies, connecting rods and variable valve timing products for OEMs and Tier 1 automotive
suppliers.
Our contracts with customers, which are comprised of purchase orders and delivery releases issued by our
customers, generally state the terms of the sale, including the quantity and price of each product purchased. Trade
accounts receivable from our customers are generally due approximately 50 days from the date our customers
receive our product. Our contracts typically do not contain variable consideration as the contracts include stated
prices. We provide our customers with assurance type warranties, which are not separate performance obligations
and are outside the scope of ASC 606. Refer to Note 11 - Commitments and Contingencies for further information
on our product warranties.
82
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Disaggregation of Net Sales
Net sales recognized from contracts with customers, disaggregated by segment and geographical location, are
presented in the following table for the years ended December 31, 2020, 2019 and 2018. Net sales are attributed to
regions based on the location of production. Intersegment sales have been excluded from the table.
In 2019, we finalized the Casting Sale. The Casting Sale did not qualify for classification as discontinued
operations, as it did not represent a strategic shift in our business that has had, or will have, a major effect on our
operations and financial results. As such, we continue to present Casting as a segment in the tables below, which is
comprised entirely of the U.S. casting operations that were included in the sale.
Twelve Months Ended December 31, 2020
Driveline
Metal
Forming
Casting
Total
North America ............................................................ $
2,770.1 $
855.0 $
— $
3,625.1
Asia ...........................................................................
Europe .......................................................................
433.7
352.5
43.8
198.0
—
—
477.5
550.5
South America ...........................................................
Total ........................................................................... $
49.2
3,605.5 $
8.5
1,105.3 $
—
— $
57.7
4,710.8
Twelve Months Ended December 31, 2019
Driveline
Metal
Forming
Casting
Total
North America ............................................................ $
3,466.3 $
1,153.1 $
627.7 $
5,247.1
Asia ...........................................................................
Europe .......................................................................
South America ...........................................................
533.6
351.0
98.8
37.6
256.3
6.5
—
—
—
571.2
607.3
105.3
Total ........................................................................... $
4,449.7 $
1,453.5 $
627.7 $
6,530.9
Twelve Months Ended December 31, 2018
Driveline
Metal
Forming
Casting
Total
North America ............................................................ $
3,823.1 $
1,275.9 $
741.3 $
5,840.3
Asia ...........................................................................
Europe .......................................................................
South America ...........................................................
634.4
329.0
124.9
43.9
293.1
4.8
—
—
—
678.3
622.1
129.7
Total ........................................................................... $
4,911.4 $
1,617.7 $
741.3 $
7,270.4
83
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Contract Assets and Liabilities
The following table summarizes our beginning and ending balances for accounts receivable and contract
liabilities associated with our contracts with customers:
December 31, 2019 ................................................................ $
December 31, 2020 ................................................................
Increase/(decrease) ................................................................ $
815.4 $
793.2
(22.2) $
18.9 $
23.4
4.5 $
83.7
91.0
7.3
Accounts
Receivable, Net
Contract
Liabilities
(Current)
Contract
Liabilities
(Long-term)
Contract liabilities relate to deferred revenue associated with various settlements and commercial agreements
for which we have future performance obligations to the customer. We recognize this deferred revenue into revenue
over the life of the associated program as we satisfy our performance obligations to the customer. We do not have
contract assets as defined in ASC 606.
During the twelve months ended December 31, 2020 and December 31, 2019 we amortized $22.7 million and
$48.6 million, respectively, of previously recorded contract liabilities into revenue as we satisfied performance
obligations with our customers.
Sales and Other Taxes
ASC 606 provides a practical expedient that allows companies to exclude from the transaction price any
amounts collected from customers for all sales (and other similar) taxes. We do not include sales and other taxes in
our transaction price and thus do not recognize these amounts as revenue.
84
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. LEASING
When an agreement grants us the right to substantially all of the economic benefits associated with an identified
asset, and we are able to direct the use of that asset throughout the term of the agreement, we have a lease. We
lease certain facilities, manufacturing machinery and equipment, and furniture under finance leases, and we also
lease certain commercial office and production facilities, manufacturing machinery and equipment, vehicles and
other assets under operating leases. Some of our leases include options to extend or terminate the leases and
these options have been included in the relevant lease term to the extent that they are reasonably certain to be
exercised.
The lease consideration for some of our facilities and machinery and equipment is variable, as it is based on
various indices or usage of the underlying assets, respectively. Variable lease payments based on indices have
been included in the related right-of-use assets and lease liabilities on our Consolidated Balance Sheets, while
variable lease payments based on usage of the underlying asset have been excluded as they do not represent
present rights or obligations.
Lease cost consists of the following:
Finance lease cost
Amortization of right-of-use assets ....................................................................... $
Interest on lease liabilities .....................................................................................
Total finance lease cost .............................................................................................
Operating lease cost .................................................................................................
Short-term lease cost ................................................................................................
Variable lease cost ....................................................................................................
Twelve Months Ended
December 31,
2020
2019
(in millions)
1.8 $
0.4
2.2
32.7
3.0
2.9
1.0
0.3
1.3
28.9
5.9
7.2
Total lease cost .........................................................................................................
$
40.8 $
43.3
For the year ended December 31, 2020, $28.4 million and $10.2 million were recorded to Cost of goods sold
(COGS) and Selling, general and administrative expenses (SG&A), respectively, related to our operating leases, on
our Consolidated Statements of Operations, as compared to $31.9 million and $10.1 million, respectively, for the
year ended December 31, 2019 and $28.4 million and $10.0 million, respectively, for the year ended December 31,
2018.
85
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes additional information related to our lease agreements.
Twelve Months Ended
December 31,
2020
2019
(in millions, except lease term and rate)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from finance leases ............................................ $
Operating cash flows from operating leases ........................................
Financing cash flows from finance leases ............................................
0.3 $
35.1
3.0
Weighted-average remaining lease term - finance leases .......................
Weighted-average remaining lease term - operating leases ....................
15.8 years
8.7 years
Weighted-average discount rate - finance leases ....................................
Weighted-average discount rate - operating leases .................................
4.2 %
5.7 %
0.3
29.0
1.0
2.8 years
9.2 years
5.1 %
6.1 %
As the rate implicit in the lease is typically unknown, the discount rate used to determine the lease liability for the
majority of our leases is the collateralized incremental borrowing rate in the applicable geographic area for a similar
term and amount as the lease agreement.
Future undiscounted minimum payments under non-cancelable leases are as follows:
2021 ........................................................................................................
2022 ........................................................................................................
2023 ........................................................................................................
2024 ........................................................................................................
2025 ........................................................................................................
Thereafter ...............................................................................................
Total future undiscounted minimum lease payments .............................
Less: Impact of discounting ...................................................................
Total ........................................................................................................
Finance Leases Operating Leases
(in millions)
3.9 $
3.1
1.6
1.1
1.1
18.4
29.2
(7.6)
21.6 $
27.9
23.8
17.3
12.8
10.4
57.4
149.6
(32.6)
117.0
$
$
The right-of-use assets and lease liabilities recorded on our Consolidated Balance Sheets are as follows:
Property, plant and equipment, net ............... $
Operating lease right-of-use assets ..............
Total .............................................................. $
Current portion of operating lease liabilities . $
Accrued expenses and other ........................
Long-term portion of operating lease
liabilities ........................................................
Postretirement benefits and other long-term
liabilities ........................................................
Total .............................................................. $
December 31, 2020
December 31, 2019
Finance
Leases
Operating
Leases
Finance
Leases
Operating
Leases
(in millions)
24.9 $
—
24.9 $
— $
3.3
—
18.3
— $
116.6
116.6 $
22.6 $
—
94.4
—
(in millions)
7.3 $
—
7.3 $
— $
3.3
—
4.0
—
118.5
118.5
21.8
—
96.7
—
21.6 $
117.0 $
7.3 $
118.5
86
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ASC 842 Adoption of Practical Expedients
We have elected to adopt, for all classes of underlying assets, a package of practical expedients provided under
ASC 842 that allow us to 1) not reassess whether existing or expired contracts contain or contained a lease; 2) not
reassess the lease classification (operating or financing) of our existing leases at adoption; and 3) not reassess
initial direct costs for existing leases.
ASC 842 also provides a practical expedient that allows companies to exclude balance sheet recognition of
right-of-use assets and associated liabilities for lease terms of 12 months or less, which we have elected as part of
our adoption of ASC 842 for all classes of underlying assets. We do not include right-of-use assets and operating
lease liabilities on our Consolidated Balance Sheet for leases with a term of 12 months or less.
We have also elected to adopt the practical expedient under ASC 842 to not separate lease and non-lease
components in contracts that contain both. These lease agreements are accounted for as a single lease
component for all classes of underlying assets.
Leases Not Yet Commenced
As of December 31, 2020, we have entered into additional leases that have not yet commenced of
approximately $85.2 million, which primarily reflects a lease of a facility in the United States, which has a term of 15
years, and the lease of our new European headquarters and engineering center in Langen, Germany, which has a
term of 20 years. These leases are expected to commence in 2021.
15. MANUFACTURING FACILITY FIRE AND INSURANCE RECOVERY
On September 22, 2020, a significant industrial fire occurred at our Malvern Manufacturing Facility in Ohio
(Malvern Fire). All associates were evacuated safely and without injury. We continue to focus on managing this
disruption and protecting continuity of supply to our customers, including utilizing production capacity and resources
at other AAM facilities.
Our insurance policies are expected to cover the repair, replacement or actual cash value of the assets that
incurred loss or damage, less our applicable deductible of $1.0 million. In addition, our insurance policies are
expected to provide coverage for interruption to our business, including lost or reduced profits and reimbursement
for certain expenses and costs that are incurred relating to the fire. In 2020, we recorded $36.5 million of charges
primarily related to site services and clean-up, expediting, asset repairs and other costs incurred to resume or
relocate operations and ensure continuity of supply to our customers. In addition, we recorded $27.0 million of costs
primarily associated with the write-down of PP&E as a result of damage from the fire. We also recorded an
estimated insurance recovery of $54.2 million in the twelve months ended December 31, 2020, of which
$43.1 million is included in Prepaid expenses and other in our Consolidated Balance Sheet as of December 31,
2020. This receivable is net of cash received in the fourth quarter of 2020 as an advance under our insurance
policies of $11.1 million. This resulted in a net pre-tax impact to our Consolidated Statement of Operations of
approximately $9.3 million in Cost of goods sold for the twelve months ended December 31, 2020, which includes
our applicable deductible.
In the fourth quarter of 2020, we determined that we will cease production at the Malvern Manufacturing Facility
and relocate production capacity to other AAM manufacturing facilities during 2021. As such, we cannot estimate
the total claim eligible costs that we will incur as a result of the Malvern Fire and the associated relocation of
production capacity to other AAM manufacturing facilities. At December 31, 2020, we have estimated the amount of
expected insurance proceeds recoverable in consideration of the policy provisions, carrying amount of the PP&E
that was written-down, and claim eligible expenses incurred from the date of the fire. We expect the claim
settlement process to continue through 2021, however, based on the provisions of the policy the process could
continue into 2022. We will update our estimates as additional information becomes available, however, the actual
impact on our results of operations, financial position or cash flows, or the timing of such impact, could differ from
our estimates.
87
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. ACQUISITIONS AND DISPOSITIONS
Acquisition of Mitec
In December 2019, AAM completed our acquisition of certain operations of Mitec Automotive AG (Mitec), under
which we acquired $20.2 million of net assets for a purchase price of $9.4 million, which was funded entirely with
available cash. We recognized a gain on bargain purchase of $10.8 million, which was primarily the result of Mitec's
insolvency prior to the acquisition. This gain is presented in the Gain on bargain purchase of business line item in
our Consolidated Statement of Operations for the year ended December 31, 2019.
The operating results of Mitec for the period from our acquisition date through December 31, 2019, were
insignificant to AAM's Consolidated Statement of Operations for this period. Further we have not disclosed pro
forma revenue and earnings for the years ended December 31, 2019 and December 31, 2018, as the operating
results of Mitec would be insignificant to AAM's consolidated results for these periods.
Sale of U.S. Casting Operations
In December 2019, we completed the Casting Sale. Upon closing the sale, we received net cash proceeds of
$141.2 million subsequent to customary closing adjustments. Upon reclassification of the U.S. casting operations to
held-for-sale in 2019, we recorded a pre-tax impairment charge of $225.0 million to reduce the carrying value of this
business to fair value less cost to sell. The sale of the U.S. operations of our Casting segment did not qualify for
classification as discontinued operations, as the sale did not represent a strategic shift in our business that has had,
or will have, a major effect on our operations and financial results. Upon finalizing the sale, we recorded a loss on
deconsolidation of the U.S. Casting entities of $21.3 million. During 2020, we finalized certain customary post-
closing calculations associated with the Casting Sale, resulting in an additional loss on sale of $1.0 million. These
losses are presented in Loss (gain) on sale of business in our Consolidated Statements of Operations for the years
ended December 31, 2020 and 2019.
Sale of Powertrain Aftermarket
In April 2018, we completed the sale of the aftermarket business associated with our former Powertrain
segment for approximately $50.0 million. As a result, we recorded a $15.5 million pre-tax gain, which is presented
in Loss (gain) on sale of business in our Consolidated Statement of Operations for the year ended December 31,
2018.
88
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. SEGMENT AND GEOGRAPHIC INFORMATION
Our business is organized into Driveline and Metal Forming segments, with each representing a reportable
segment under ASC 280 - Segment Reporting. In the fourth quarter of 2019, we completed the Casting Sale. The
Casting Sale did not qualify for classification as discontinued operations, as it did not represent a strategic shift in
our business that has had, or will have, a major effect on our operations and financial results. As such, we continue
to present Casting as a segment in the tables below, which is comprised entirely of the U.S. casting operations that
were included in the sale.
The results of each segment are regularly reviewed by the chief operating decision maker to assess the
performance of the segment and make decisions regarding the allocation of resources.
Our product offerings by segment are as follows:
•
Driveline products consist primarily of front and rear axles, driveshafts, differential assemblies, clutch
modules, balance shaft systems, disconnecting driveline technology, and electric and hybrid driveline
products and systems for light trucks, SUVs, crossover vehicles (CUVs), passenger cars and commercial
vehicles; and
• Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential
gears and assemblies, connecting rods and variable valve timing products for OEMs and Tier 1 automotive
suppliers.
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. Segment Adjusted EBITDA is defined as earnings
before interest expense, income taxes, depreciation and amortization for our reportable segments, excluding the
impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gain (loss) on the sale
of a business, impairment charges, pension settlements, and non-recurring items.
Year Ended December 31, 2020
Driveline
Metal
Forming
Casting
(in millions)
Corporate
and
Eliminations
Total
Sales ................................................................. $ 3,635.6 $ 1,439.2 $
— $
Less: Intersegment sales ..................................
30.1
333.9
—
Net external sales ............................................. $ 3,605.5 $ 1,105.3 $
— $
— $ 5,074.8
—
364.0
— $ 4,710.8
Segment adjusted EBITDA ............................... $
501.7 $
218.1 $
— $
— $ 719.8
Depreciation and amortization .......................... $
332.7 $
189.2 $
— $
— $ 521.9
Capital expenditures ......................................... $
133.5 $
73.7 $
— $
8.4 $ 215.6
Total assets ....................................................... $ 3,231.3 $ 1,484.7 $
— $
1,200.3 $ 5,916.3
89
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Year Ended December 31, 2019
Driveline
Metal
Forming
Casting
Corporate
and
Eliminations
Total
Sales ................................................................. $ 4,550.2 $ 1,845.2 $
669.2 $
Less: Intersegment sales .................................
100.5
391.7
41.5
Net external sales ............................................. $ 4,449.7 $ 1,453.5 $
627.7 $
— $ 7,064.6
—
533.7
— $ 6,530.9
Segment adjusted EBITDA ............................... $
610.8 $
316.5 $
43.0 $
— $ 970.3
Depreciation and amortization .......................... $
307.7 $
186.9 $
42.3 $
— $ 536.9
Capital expenditures ......................................... $
283.8 $
105.5 $
28.5 $
15.5 $ 433.3
Total assets ....................................................... $ 3,778.8 $ 1,900.0 $
— $
965.8 $ 6,644.6
Year Ended December 31, 2018
Driveline
Metal
Forming
Casting
Corporate
and
Eliminations
Total
Sales ................................................................. $ 5,001.2 $ 2,046.0 $
780.6 $
Less: Intersegment sales .................................
89.8
428.3
39.3
Net external sales ............................................. $ 4,911.4 $ 1,617.7 $
741.3 $
— $ 7,827.8
—
557.4
— $ 7,270.4
Segment adjusted EBITDA ............................... $
754.5 $
376.5 $
52.9 $
— $ 1,183.9
Depreciation and amortization .......................... $
272.0 $
192.6 $
64.2 $
— $ 528.8
Capital expenditures ......................................... $
339.4 $
138.3 $
35.0 $
12.0 $ 524.7
Total assets ....................................................... $ 3,796.6 $ 2,607.2 $
521.5 $
585.4 $ 7,510.7
Assets included in the Corporate and Eliminations column of the tables above represent AAM corporate assets,
as well as eliminations of intercompany assets.
90
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table represents a reconciliation of Segment Adjusted EBITDA to consolidated loss before income
taxes for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020
2019
(in millions)
2018
Segment adjusted EBITDA ............................................
$
719.8 $
970.3 $
1,183.9
Interest expense .............................................................
Depreciation and amortization .......................................
Impairment charges .......................................................
Restructuring and acquisition-related costs ...................
Pension settlements .......................................................
Gain (loss) on sale of business ......................................
Gain on bargain purchase of business ...........................
Gain on settlement of capital lease ................................
Debt refinancing and redemption costs ..........................
Malvern Fire charges, net of recoveries .........................
Other ..............................................................................
(212.3)
(521.9)
(510.0)
(67.2)
(0.5)
(1.0)
—
—
(7.9)
(9.3)
—
(217.3)
(536.9)
(665.0)
(57.8)
(9.8)
(21.3)
10.8
—
(8.4)
—
2.4
(216.3)
(528.8)
(485.5)
(78.9)
—
15.5
—
15.6
(19.4)
—
—
Loss before income taxes ..............................................
$
(610.3) $
(533.0) $
(113.9)
Financial information relating to our operations by geographic area is presented in the following table. Net sales
are attributed to countries based upon location of production. Long-lived assets exclude deferred income taxes.
2020
December 31,
2019
(in millions)
2018
Net sales
United States ................................................................................... $
1,816.7
$
2,894.0
$
3,293.2
Mexico .............................................................................................
1,808.5
2,353.1
2,547.1
South America .................................................................................
China ...............................................................................................
All other Asia ....................................................................................
Europe .............................................................................................
57.6
317.1
160.4
550.5
105.3
315.4
255.8
607.3
129.7
373.4
304.9
622.1
Total net sales .................................................................................. $
4,710.8
$
6,530.9
$
7,270.4
Long-lived assets
United States ................................................................................... $
2,099.4
$
2,805.8
$
3,612.3
Mexico .............................................................................................
1,021.6
1,117.4
1,117.9
South America .................................................................................
China ...............................................................................................
All other Asia ....................................................................................
49.7
185.1
84.2
61.9
191.4
106.8
70.6
177.6
101.0
Europe .............................................................................................
Total long-lived assets ..................................................................... $
491.5
3,931.5
439.4
4,722.7
$
356.0
5,435.4
$
91
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. UNAUDITED QUARTERLY FINANCIAL DATA
Three Months Ended,
March 31
June 30
September 30
December 31
(in millions, except per share data)
2020
Net sales ................................................ $
1,343.5
$
515.3 (3) $
1,414.1
$
1,437.9
Gross profit .............................................
195.3
Net income (loss) ...................................
Net income (loss) attributable to AAM ....
Basic EPS (1) ........................................... $
Diluted EPS (1) ......................................... $
(501.2) (2)
(501.3) (2)
(4.45) (2) $
(4.45) (2) $
(98.9) (3)
(213.2) (3)
(213.2) (3)
(1.88) (3) $
(1.88) (3) $
249.8
117.2
117.2
0.99
0.99
$
$
236.5
36.1
36.0
0.30
0.30
2019
Net sales ................................................ $
1,719.2
$
1,704.3
$
1,677.4
$
1,430.0
Gross profit .............................................
Net income (loss) ...................................
Net income (loss) attributable to AAM ....
Basic EPS (1) ........................................... $
Diluted EPS (1) ......................................... $
222.2
41.7
41.6
0.36
0.36
$
$
248.3
52.7
52.5
0.45
0.45
248.7
(124.1) (4)
(124.2) (4)
$
$
(1.10) (4) $
(1.10) (4) $
183.4
(454.4) (5)
(454.4) (5)
(4.04) (5)
(4.04) (5)
(1) Full year basic and diluted EPS will not necessarily agree to the sum of the four quarters because each
quarter is a separate calculation.
(2) In the first quarter of 2020, we recorded a goodwill impairment charge of $510 million that was not subject to
tax effect as a result of the significant decline in automotive production volumes due to the impact of
COVID-19.
(3) Many of our plant locations temporarily suspended production or experienced a significant reduction in
production volumes during the second quarter of 2020 as a result of the impact of COVID-19.
(4) In the third quarter of 2019, we recorded an impairment charge of approximately $178 million, net of tax, to
reduce the carrying value of our U.S. Casting operations to fair value less cost to sell upon reclassification of
the assets and liabilities to held-for-sale.
(5) In the fourth quarter of 2019, we recorded a goodwill impairment charge of $440 million that was not subject
to tax effect associated with the annual goodwill impairment test for our Metal Forming reporting unit. We also
recorded a loss on the Casting Sale of approximately $17 million, net of tax, recognized a gain on bargain
purchase of approximately $10.8 million, which was not subject to tax effect, associated with the acquisition of
Mitec, and recognized a loss of approximately $8 million, net of tax, related to pension settlements.
92
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of American Axle and Manufacturing Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of American Axle and Manufacturing
Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related
consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash
flows, for each of the three years in the period ended December 31, 2020, and the related notes and the
schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also
have audited the Company’s internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013)
issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud, and whether effective internal control
over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures to
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
93
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the
financial statements that were communicated or required to be communicated to the audit committee and
that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or
on the accounts or disclosures to which they relate.
Goodwill Impairment — Refer to Notes 1 and 3 to the consolidated financial statements
Critical Audit Matter Description
The Company conducts its annual goodwill impairment test in the fourth quarter of each year, as well as
whenever adverse events or changes in circumstances indicate a possible impairment. Fair value of each
reporting unit is estimated based on a combination of discounted cash flows and the use of pricing
multiples derived from an analysis of comparable public companies multiplied against historical and/or
anticipated financial metrics of each reporting unit. These calculations contain uncertainties as they
require management to make assumptions including, but not limited to, market comparables, future cash
flows of the reporting units, and appropriate discount and long-term growth rates.
In the first quarter of 2020, the reduction in global automotive production volumes caused by the impact
of COVID-19 represented an indicator to test goodwill for impairment. This reduction in production
volumes began in March of 2020 and resulted in lower forecasted sales volumes in the periods included
in the Company’s long-range plan as revised in the first quarter of 2020. As a result of this goodwill
impairment test, management determined that the carrying values of both the Driveline reporting unit
(Driveline) and the Metal Forming reporting unit (Metal Forming) were greater than their respective fair
values. As such, the Company recorded a goodwill impairment charge of $210.8 million associated with
Driveline and a goodwill impairment charge of $299.2 million associated with Metal Forming in the first
quarter of 2020. The Metal Forming impairment charge represented a full impairment of the goodwill
associated with that reporting unit.
As a result of the Company’s annual goodwill impairment test in the fourth quarter of 2020, management
determined that the fair value of Driveline was greater than its carrying value.
94
The consolidated goodwill balance was $185.7 million as of December 31, 2020 which is attributed to
Driveline. The impairment test requires management to make assumptions to estimate the fair value of
the reporting units. Performing audit procedures to evaluate the reasonableness of management’s
assumptions related to market comparables, future cash flows, and discount and long-term growth rates
required a high degree of auditor judgment and an increased extent of effort, including the need to involve
our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to market comparables, future cash flows and discount and long-term
growth rates for Driveline and Metal Forming included the following, among others:
• We tested the effectiveness of controls over the Company’s goodwill impairment tests and
determination of related assumptions, including those over market comparables, future cash flows
and discount and long-term growth rates.
• We evaluated management’s ability to accurately forecast future cash flows within the goodwill
impairment test, by comparing actual reporting unit results to management’s historical forecasts.
• We evaluated the reasonableness of management’s forecast of future cash flows by comparing
the projected cash flows to (1) historical results, (2) internal communications to management and
the Board of Directors, and (3) forecasted information included in Company press releases,
analyst and industry reports of the Company and companies in its peer group. With the assistance
of our fair value specialists, we tested the underlying source information, and the mathematical
accuracy of the forecasted cash flows within the fair value calculations.
• With the assistance of our fair value specialists, we evaluated the market comparables and
discount and long-term growth rates, including testing the underlying source information and the
mathematical accuracy of the calculations, and developed a range of independent estimates and
compared those to the rates selected by management.
Income Taxes — Refer to Notes 1 and 9 to the consolidated financial statements
Critical Audit Matter Description
The Company operates in many different geographic locations, including several foreign, state and local
tax jurisdictions. Determining the provision for income taxes, the realizability of deferred tax assets and
the recognition and measurement of tax positions requires management to make assumptions and
judgments regarding the application of complex tax laws and regulations as well as projected future
operating results, eligible carry forward periods, and tax planning opportunities.
The Company recorded an income tax benefit of $49.2 million for the year ended December 31, 2020
and net deferred tax assets of $94.6 million, net of a valuation allowance of $208 million, and
unrecognized tax benefits and related interest and penalties of $22.2 million as of December 31, 2020.
Accounting for income taxes requires management to make assumptions and judgments. Performing
audit procedures to evaluate the reasonableness of management’s assumptions and judgments required
a high degree of auditor judgment and an increased extent of effort, including the need to involve our
income tax specialists.
95
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the provision for income taxes, the realizability of deferred tax assets and
the recognition and measurement of tax positions included the following which were performed with the
assistance of our income tax specialists, among others:
• We tested the effectiveness of controls over the Company’s determination of the provision for
income taxes, the realizability of deferred tax assets and the recognition and measurement of tax
positions.
• We tested the provision for income taxes, including the effective tax rate reconciliation, permanent
and temporary differences and uncertain tax positions, by evaluating communications with tax
advisors and regulators, and testing the underlying data for completeness and accuracy.
• We evaluated the significant assumptions used by management in establishing and measuring
tax-related assets and liabilities, including the application of recent tax laws and regulations, as
well as forecasted taxable income, eligible carry forward periods and tax planning opportunities
supporting the realizability of deferred tax assets.
• We evaluated the application of relevant tax laws and regulations and the reasonableness of
management’s assessments of whether certain tax positions are more-likely than not of being
sustained.
/s/ Deloitte & Touche LLP
Detroit, Michigan
February 12, 2021
We have served as the Company's auditor since 1998.
96
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure
controls and procedures and internal control over financial reporting and concluded that our disclosure controls and
procedures (as defined in Rules 13a - 15(e) or 15d - 15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”)) were effective as of December 31, 2020.
Management Report on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting. Our
internal control system was designed to provide reasonable assurance to our management and Board of Directors
regarding the preparation and fair presentation of our consolidated financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31,
2020. In making this assessment, we used criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment,
management concluded that, as of December 31, 2020, our internal control over financial reporting was effective
based on those criteria.
The audit report of our independent registered public accounting firm regarding internal control over financial
reporting is included in Item 8, ”Financial Statements and Supplementary Data.”
Changes in Internal Control over Financial Reporting
On January 1, 2019, we began the implementation of our global enterprise planning (ERP) systems at certain
locations that were acquired as part of the MPG acquisition. As part of these implementations, we have modified
the design and documentation of our internal controls processes and procedures, where appropriate. We will
continue to implement these ERP systems at certain locations into 2021.
As a result of temporarily closing certain of our global facilities due to the impact of COVID-19, a significant
number of our associates have continued to work remotely during the fourth quarter of 2020. This has not had a
material effect on our internal control over financial reporting as we have maintained our existing controls and
procedures over financial reporting during this period.
Except as described above with regard to implementation of ERP systems at certain legacy MPG locations,
there were no changes in our internal control over financial reporting during the fourth quarter ended December 31,
2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
None.
97
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 401(b), (d) (e) and (f) of Regulation S-K about our executive officers is
furnished in Part I of this Form 10-K, Annual Report under the caption “Executive Officers of the Registrant.” All
other information required by Item 10 is incorporated herein by reference from our Proxy Statement which we
expect to file on or about March 25, 2021.
We have adopted a code of ethics that applies to our Chief Executive Officer and Chief Financial Officer and the
senior financial executives who report directly to our Chief Financial Officer. This code of ethics is available on our
website at www.aam.com. We will post on our website any amendment to or waiver from the provisions of the code
of ethics or our code of business conduct that applies to executive officers or directors of the Company.
Item 11.
Executive Compensation
The information required by Item 11 is incorporated by reference from our Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by Item 12 is incorporated by reference from our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 under Items 404 and 407(a) of Regulation S-K is incorporated by reference
from our Proxy Statement.
Item 14.
Principal Accounting Fees and Services
The information required by Item 9(e) of Schedule 14A is incorporated by reference from our Proxy Statement.
98
Part IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:
1. 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
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019
and 2018 is filed as part of this Form 10-K.
All other schedules have been omitted because they are not applicable or not required.
3. Exhibits
The following exhibits were previously filed unless otherwise indicated:
Number
Description of Exhibit
2.01
2.02
3.01
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.)
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)
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 (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 (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.)
99
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 6.625% Notes due 2022
(Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated September 17,
2012.)
4.05
Form of 6.25% Notes due 2025
(Incorporated by Reference to Exhibit 4.2 of Current Report on Form 8-K dated March 23,
2017.)
4.06
Form of 6.50% Notes due 2027
4.07
4.08
4.09
4.10
4.11
(Incorporated by Reference to Exhibit 4.3 of Current Report on Form 8-K dated March 23,
2017.)
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.)
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.)
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 6.25% Senior Notes due 2025
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated March 23,
2017.)
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.)
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.)
4.12
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.)
4.13
Form of 6.875% Senior Notes due 2028
(Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated June 12, 2020)
*4.14
Description of Registered Securities
100
Number
Description of Exhibit
10.01
Asset Purchase Agreement, dated February 18, 1994, between AAM, Inc. and GM, and all
amendments thereto
(Incorporated by reference to Exhibit 10.01 filed with American Axle & Manufacturing Holdings,
Inc. Registration Statement on Form S-1 (Registration No. 333-53491).)
10.02
Lifetime Program Contract for GMT-900 Products, between GM and AAM, Inc.
(Incorporated by reference to Exhibit 10.51 filed with American Axle & Manufacturing Holdings,
Inc. Form 10-Q for the quarterly period ended June 30, 2003.)
++10.03
Letter Agreement dated April 22, 2004 by and between DaimlerChrysler Corporation and AAM,
Inc.
(Incorporated by reference to Exhibit 10.43 filed with American Axle & Manufacturing Holdings,
Inc. Form 10-Q for the quarterly period ended June 30, 2004.)
++10.04
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
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 (Registration No. 333-220300).)
‡10.09
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.)
‡10.10
Voting Agreement
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated November 8,
2016.)
10.11
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.)
101
Number
Description of Exhibit
10.12
10.13
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.)
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.)
10.14
Stockholders' Agreement, dated as of April 6, 2017, among American Axle & Manufacturing
Holdings, Inc., ASP MD Investco L.P. and American Securities LLC
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated April 6, 2017).
‡10.15
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.)
‡10.16
Amendments to the Amended and Restated Employment Agreement dated February 15, 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.)
‡10.17
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.)
‡10.18
Form of Performance Share Award (Relative TSR) for Executive Officers under the 2012
Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated May 4,
2018.)
‡10.19
Form of Performance Share Award (Free Cash Flow) for Executive Officers under the 2012
Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q dated May 4,
2018.)
‡10.20
Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the
2012 Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.3 of Quarterly Report on Form 10-Q dated May 4,
2018.)
‡10.21
American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan
(Incorporated by reference to Exhibit 4.1 filed with American Axle & Manufacturing Holdings,
Inc. Registration Statement on Form S-8 (Registration No. 333-225468).)
‡10.22
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.)
102
Number
Description of Exhibit
‡10.23
American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement
Program Document
(Incorporated by reference to Exhibit 10.29 of Annual Report on Form 10-K dated February 15,
2019)
‡10.24
Form of Performance Unit Award (Free Cash Flow) for Executive Officers under the 2018
Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated March 8,
2019)
‡10.25
Form of Performance Share Award (Relative TSR) for Executive Officers under the 2018
Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated March 8,
2019)
‡10.26
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)
10.27
10.28
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)
Second Amendment dated as of April 29, 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)
‡10.29
Form of Performance Share Award (Free Cash Flow) for Executive Officers under the 2018
Omnibus Incentive Plan
(Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated May 8,
2020)
‡10.30
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 8,
2020)
‡10.31
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)
‡10.32
American Axle & Manufacturing Holdings, Inc. Executive Officer Severance Plan
(Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated October
30, 2020)
‡10.33
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)
103
Number
Description of Exhibit
*10.34
American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan - 2020 Incentive
Compensation Program for Executive Officers
*21
*22
*23
*31.1
*31.2
*32
Subsidiaries of the Registrant
Subsidiary Guarantors and Issuers of Guaranteed Securities
Consent of Independent Registered Public Accounting Firm
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act
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
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
(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
104
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
Balance at
Beginning of
Period
Additions -
Charged to
Costs and
Expenses
Acquisitions
and
Disposals (a)
(in millions)
Balance
At End of
Period
Deductions
Year Ended December 31, 2018:
Allowance for credit losses(1) ...................... $
7.0 $
6.6 $
— $
5.2 $
8.4
Allowance for deferred taxes(3) ...................
Inventory valuation allowance(2) .................
Year Ended December 31, 2019:
Allowance for credit losses(1) ......................
Allowance for deferred taxes(4) ...................
Inventory valuation allowance(2) .................
Year Ended December 31, 2020:
Allowance for credit losses(1) ......................
Allowance for deferred taxes(5) ...................
Inventory valuation allowance(2) .................
180.4
17.3
8.4
183.3
14.4
8.0
196.0
20.5
12.9
22.2
13.2
25.4
31.0
7.0
19.8
31.7
—
—
10.0
183.3
25.1
14.4
(0.8)
12.8
8.0
—
1.4
—
—
—
12.7
196.0
26.3
20.5
10.5
4.5
7.8
208.0
28.8
23.4
(a) Amounts represent reserves recognized in conjunction with our acquisition of Mitec as well as reserves
derecognized in conjunction with the Casting Sale in 2019.
(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 a reduction in deferred tax assets at various foreign locations due to foreign currency
translation.
(4) Primarily reflects the reversal of a valuation allowance against certain deferred tax assets in foreign locations,
as well as changes due to foreign currency translation.
(5) Primarily reflects 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.
105
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.
Signatures
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
(Registrant)
/s/ James G. Zaliwski
James G. Zaliwski
Chief Accounting Officer
Date: February 12, 2021
106
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
David C. Dauch
/s/ Christopher J. May
Christopher J. May
/s/ Elizabeth A. Chappell
Elizabeth A. Chappell
/s/ William L. Kozyra
William L. Kozyra
/s/ Peter D. Lyons
Peter D. Lyons
/s/ James A. McCaslin
James A. McCaslin
/s/ William P. Miller II
William P. Miller II
/s/ Herbert K. Parker
Herbert K. Parker
/s/ Sandra E. Pierce
Sandra Pierce
/s/ John F. Smith
John F. Smith
/s/ Samuel Valenti III
Samuel Valenti III
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
February 12, 2021
Chairman of the Board &
Chief Executive Officer
Vice President &
Chief Financial Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
107
STOCKHOLDER
INFORMATION
Stock Listing
The New York Stock Exchange is the principal market for AAM
common stock. Ticker Symbol: AXL
Stockholders
As of March 11, 2021, there were 173 stockholders of record.
Stock Performance
Comparison of cumulative total return of AAM with the cumulative
return of our competitor peer group (Adient plc, Autoliv Inc.,
BorgWarner Inc., Dana Incorporated, Lear Corporation, Magna
International Inc., Meritor Inc. and Tenneco Inc.) and the Standard
& Poor’s 500 Composite Index assuming $100 invested on
December 31, 2015 through December 31, 2020.
The closing price of AXL as of December 31, 2020, was $8.34.
American Axle & Manufacturing Holdings, Inc.
One Dauch Drive
Detroit, Michigan 48211-1198
Telephone: (313) 758-2000
www.aam.com
Corporate News Releases
Corporate news releases are available on our website
at www.aam.com.
Annual Meeting of Stockholders
The 2021 Annual Meeting of Stockholders will be held on
May 6, 2021, at 8:00 a.m. EST.
Form 10-K Annual Report
AAM’s Form 10-K Annual Report for 2020, filed with the Securities
and Exchange Commission, is available on our website or from:
American Axle & Manufacturing Holdings, Inc.
Investor Relations
One Dauch Drive
Detroit, Michigan 48211-1198
Telephone: (313) 758-2977
Equity Securities
Inquiries related to shareholder records; change of name, address,
or ownership of stock; and lost or stolen stock certificates should
be directed to the transfer agent and registrar.
Computershare
462 South 4th Street, Suite 1600
Louisville, KY 40202
Telephone: (877) 282-1168
Internet: www.computershare.com/investor
15
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