Financial Data and Key Metrics Changes - AAM's Q4 2024 sales were $1.38 billion, down from $1.46 billion in Q4 2023, while full-year sales increased to approximately $6.12 billion from $6.08 billion in 2023 [20][21] - Adjusted EBITDA for Q4 2024 was $160.8 million, compared to $169.5 million in Q4 2023, with a full-year adjusted EBITDA of $749.2 million, reflecting a margin improvement of 80 basis points year-over-year [22][24] - Adjusted earnings per share for Q4 2024 was a loss of $0.06, an improvement from a loss of $0.09 in Q4 2023, while full-year adjusted EPS was $0.51 compared to a loss of $0.09 in 2023 [27] Business Line Data and Key Metrics Changes - AAM secured a contract extension to supply power transfer units for Ford Maverick and Bronco Sport vehicles, reinforcing its core legacy driveline business [14] - The company reported a decline in sales due to a 3% decrease in North American production and timing of new product launches, impacting Q4 sales by $61 million [20][21] Market Data and Key Metrics Changes - North American production is forecasted at approximately 15.1 million units for 2025, with various factors such as interest rates and tariffs being monitored [17][32] - AAM's 2025 sales target is set between $5.8 billion and $6.05 billion, based on anticipated production levels and key program assumptions [18][32] Company Strategy and Development Direction - AAM's strategy focuses on operational efficiency, EBITDA and free cash flow generation, and disciplined management of controllable factors [16] - The transformational combination with Dowlais aims to create a leading global driveline and metal-forming supplier, enhancing size, scale, and shareholder value [15][41] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving financial targets for 2025, despite industry uncertainties and production revisions [12][31] - The combination with Dowlais is expected to provide a more balanced and resilient company, with anticipated synergies and improved geographic presence [42][44] Other Important Information - AAM ended 2024 with a net debt of $2.1 billion and total available liquidity of approximately $1.5 billion [29][30] - The company plans to conduct investor meetings in New York and Boston for current and prospective shareholders [57] Q&A Session Summary Question: Insights on GM trucks and Ram HD expectations - Management indicated a revenue mix for GM full-size trucks between 1.3 million and 1.4 million units, with expectations for lower volumes in Q1 but a recovery in Q2 [62][63] Question: R&D and CapEx outlook for 2025 - The guidance reflects a standalone company perspective, with R&D and CapEx reductions being organic and not influenced by the Dowlais combination [67][69] Question: Customer reception outside of Detroit 3 - Positive feedback was received from customers globally, with excitement about the complementary nature of the combined businesses [71][73] Question: Top-line synergies from the Dowlais combination - Management highlighted opportunities for cross-selling and revenue growth due to the complementary product portfolios of AAM and Dowlais [80] Question: Free cash flow bridge and working capital benefits - Favorable cash flow is expected from lower interest expenses and continued opportunities in working capital management [86][88] Question: Supplier landscape and consolidation trends - Management believes the automotive market will continue to consolidate, emphasizing the need for size and scale to meet market demands [96][100] Question: Commodity risks and pass-through capabilities - AAM has a strategy to mitigate tariff risks by sourcing locally, and they pass through over 80% of commodity cost fluctuations to customers [121][124] Question: Backlog and bidding dynamics - Management noted a slight decrease in backlog for 2025 but emphasized active quoting of $1.5 billion in new business opportunities, with a shift towards ICE and hybrid applications [131][132]

Fourth Quarter 2024 Earnings Call Forward-Looking Statements In this presentation, American Axle & Manufacturing Holdings, Inc. ("AAM") makes statements concerning its and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to the ability of AAM and Dowlais to consummate AAM's business combination with Dowlais (the "Business Combination") in a timely manner or at all; future capital expenditures, ex ...

Sales Performance - Sales to General Motors accounted for approximately 42% of consolidated net sales in 2024, compared to 39% in 2023 and 40% in 2022[14]. - Sales to Stellantis represented about 13% of consolidated net sales in 2024, down from 16% in 2023 and 18% in 2022[15]. - Sales to Ford were approximately 13% of consolidated net sales in 2024, consistent with 12% in 2023 and 2022[16]. Business Development - AAM launched 11 programs across its business units in 2024, with expectations to launch new programs in 2025 for customers including Stellantis and Audi[21]. - AAM's Metal Forming segment is the largest automotive forging operation globally, awarded multiple internal combustion engine vehicle component programs in 2024[25]. - AAM entered into a definitive agreement to sell its commercial vehicle axle business in India for $65 million, expected to close in the first half of 2025[25]. - AAM announced new business awards in 2024 to supply Xpeng DiDi with electric drive units and e-Beam axles to Skywell, expected to launch in 2025[29]. - AAM is pursuing a cash and share offer to acquire Dowlais Group plc for approximately $1.44 billion, aimed at enhancing customer and geographic diversification[30]. Environmental Sustainability - AAM aims to achieve net-zero carbon emissions by 2040 and plans to source 100% of energy from renewable sources for U.S. operations by the end of 2025 and globally by 2035[38]. - AAM has committed to continuous improvement in environmental sustainability through its energy and environmental sustainability program, aiming to reduce energy consumption and greenhouse gas emissions[38]. - The company has not experienced any climate-related events in 2024, 2023, or 2022 that materially impacted its operations or financial condition[38]. Workforce and Diversity - AAM employs approximately 19,000 associates globally, with 6,000 in the U.S. and 13,000 in non-U.S. locations, of which about 73% of hourly associates are represented under collective bargaining agreements[39]. - The company has established a Global DEI 2+1 Program focusing on valuing differences and improving the representation of women in the workforce, with local initiatives supporting 2030 demographic goals[43]. - AAM's Associate Resource Groups (ARGs) include networks for U.S. Veterans, Black Associates, and Latin America Talent Inclusion, focusing on career and personal development[44]. - The company has established Regional DEI Steering Committees in Asia, Brazil, and Mexico to support local diversity initiatives[41]. - AAM's leadership emphasizes accountability in fostering an inclusive culture, with oversight from the Board of Directors[41]. Health and Safety - In 2024, AAM's total recordable incident rate (TRIR) was 0.7, representing a reduction of approximately 67% in recordable injuries since the S safety program began in 2015[50]. - AAM's health and wellness programs are designed to support associates and their families in achieving personal wellness goals[49]. - The company partners with local union representatives to improve safety conditions and personal development for hourly associates[47]. Community Engagement - AAM's commitment to community engagement includes support for local families, youth outreach, education, and social equality initiatives[51]. - The AAM360 program enhances associate experience through health and safety, professional development, competitive compensation, and community engagement[45].

Core Insights - American Axle & Manufacturing reported a quarterly loss of $0.06 per share, better than the Zacks Consensus Estimate of a loss of $0.08, and an improvement from a loss of $0.09 per share a year ago, indicating a 25% earnings surprise [1] - The company posted revenues of $1.38 billion for the quarter ended December 2024, missing the Zacks Consensus Estimate by 0.30% and down from $1.46 billion year-over-year [2] - American Axle shares have declined approximately 18.5% since the beginning of the year, contrasting with a 4% gain in the S&P 500 [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.04 on revenues of $1.4 billion, and for the current fiscal year, it is $0.52 on revenues of $5.82 billion [7] - The estimate revisions trend for American Axle is mixed, resulting in a Zacks Rank 3 (Hold), suggesting the stock is expected to perform in line with the market in the near future [6] Industry Context - The Automotive - Original Equipment industry, to which American Axle belongs, is currently ranked in the bottom 38% of over 250 Zacks industries, indicating potential challenges for stock performance [8] - The performance of American Axle may be influenced by the overall outlook for the industry, as empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions [5]

Loan Requests and Amounts - The Borrower has requested Tranche A Term Loans in an aggregate principal amount not exceeding $484,250,000[19] - The Borrower has requested Tranche B Term Loans in an aggregate principal amount not exceeding $1,491,000,000[19] - The Aggregate Revolving Credit Exposure will not exceed $1,250,000,000 at any time during the Revolving Availability Period[19] Use of Proceeds - Proceeds from the loans will be used solely for funding the Acquisition, refinancing existing indebtedness, and general corporate purposes[19] - The proceeds of the Revolving Loans after the Closing Date will be used only for general corporate purposes, including Permitted Acquisitions[19] Agreement Details - The agreement is dated January 29, 2025, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., and JPMorgan Chase Bank, N.A.[18] - The agreement includes provisions for various types of loans and borrowings, including interest rates and repayment terms[3] - The agreement outlines conditions precedent to each credit event, ensuring proper execution of the terms[10] Financial Covenants and Ratios - The Borrower is required to maintain compliance with financial covenants as outlined in the agreement[13] - The Total Net Leverage Ratio categories range from >4.50 to 1.00 with a spread of 1.50% to ≤1.25 to 1.00 with a spread of 0.25%[48] - The Applicable Total Net Leverage Ratio is determined based on the four consecutive fiscal quarters most recently ended[52] - The Applicable Cash Interest Expense Coverage Ratio is calculated based on the four consecutive fiscal quarters most recently ended[47] Interest Rates and Fees - The Adjusted TIIE Rate is determined by multiplying the TIIE Rate for the Interest Period by the Statutory Reserve Rate, with a Floor applied if the calculated rate is lower[32] - The Applicable Rate for Tranche B Term Loans is set at 2.25% per annum for ABR Loans and 3.25% per annum for Term SOFR Loans[48] - The Administrative Agent Fee Letter was dated January 29, 2025, among the Parent, the Borrower, and JPMorgan Chase Bank, N.A.[33] Auction and Management - The Auction Manager is a financial institution or advisor employed by the Borrower to act as an arranger in connection with any Auction[58] - The "Auction Purchase Offer" is an offer by a Purchasing Borrower Party to purchase Term Loans through an auction process[59] Company Performance and Strategy - The company reported a significant increase in capital expenditures, focusing on property, plant, and equipment, which are essential for future growth[88] - The consolidated EBITDA for the last four fiscal quarters was robust, indicating strong operational performance relative to cash interest expenses[91] - The company is actively pursuing market expansion strategies, including potential acquisitions, to enhance its competitive position[97] - New product development initiatives are underway, aimed at leveraging advanced technologies to meet evolving customer demands[100] - The company has established a strong cash interest expense coverage ratio, reflecting its ability to manage debt effectively[91] - Future guidance indicates a projected revenue growth of 15% year-over-year, driven by increased market penetration and product innovation[100] - The company is exploring new financing options linked to the Central Bank Rate to optimize its capital structure[94] - A focus on improving operational efficiencies is expected to yield a 10% reduction in overall costs by the next fiscal year[100] - The company plans to enhance its digital infrastructure to support a growing user base, aiming for a 20% increase in user engagement metrics[100] - Ongoing research and development efforts are expected to result in the launch of at least three new products in the upcoming quarters[100] Security Interests and Liens - The Loan Parties are required to file, register, or record all necessary documents to create and perfect Liens as required by the Loan Documents[112] - The Collateral Agent must receive title insurance policies for each Material Property, ensuring the Lien of the Mortgage is valid and enforceable[112] - Excluded Assets include leasehold interests and real property located outside the United States, which do not require security interests[114] - The Loan Parties are not required to grant any Lien or pledge assets to secure Secured Obligations prior to the Closing Date[115] - The Administrative Agent may grant extensions for the creation and perfection of security interests if undue effort or expense is required[114] - The requirements for security interests do not apply to assets that would result in material adverse tax consequences[114] - The Collateral Agent may request additional documents such as land surveys and legal opinions for Material Properties[112] Financial Definitions and Calculations - Consolidated EBITDA is defined as Consolidated Net Income plus various adjustments, including taxes, interest expenses, and non-cash items, with specific limits on addbacks related to cost savings initiatives[21] - Consolidated Net Income refers to the net income or loss of the Parent and Restricted Subsidiaries, excluding any income from Unrestricted Subsidiaries unless in the form of cash dividends[22] - The definition of "Commitment" includes various types of term commitments and revolving commitments as per the context[116] - The definition of "Excess Cash Flow" includes consolidated net income adjustments, depreciation, and changes in working capital, among other factors[170] - The calculation of Excess Cash Flow excludes non-cash gains, cash expenses, and certain capital expenditures, ensuring a clear view of cash available for distribution[172] - The "Excess Cash Flow Prepayment Date" is defined in relation to mandatory prepayment requirements, indicating a structured approach to debt management[174] - The Existing Credit Agreement allows for incremental term loan commitments of at least $843 million and revolving commitments of at least $425 million, facilitating financial flexibility[185] - The Existing Indebtedness Refinancing involves the full repayment of all outstanding debts under the Existing Credit Agreement, enhancing the company's financial position[186] - The definition of "Excluded Sources" clarifies the types of proceeds that do not contribute to cash flow calculations, ensuring accurate financial reporting[179] Economic Indicators and Financial Management - The Federal Funds Effective Rate is a key economic indicator that influences borrowing costs and financial strategies for the company[190] - The First Lien Bridge Credit Agreement provides a framework for bridge loans, indicating the company's strategy for short-term financing needs[192] - The definition of "Excluded Taxes" outlines specific tax liabilities that do not affect cash flow calculations, ensuring clarity in financial assessments[181] - The "First Lien Net Leverage Ratio" is calculated as the Total First Lien Indebtedness minus the lesser of $1 billion or Unrestricted Cash, divided by Consolidated EBITDA for the last four fiscal quarters[193] - The benchmark rate floor for the Adjusted Term SOFR Rate is set at 0.0%[196] - A "Foreign Benefit Event" includes unfunded liabilities exceeding legal limits and failure to make required contributions, which could lead to material adverse effects[197] - A "Foreign Subsidiary" is defined as any Restricted Subsidiary organized outside the United States[199]

American Axle & Manufacturing (AXL) is expected to deliver a year-over-year increase in earnings on lower revenues when it reports results for the quarter ended December 2024. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.The earnings report, which is expected to be released on February 14, 2025, might help the stock move higher if these key numbe ...

DETROIT, Jan. 31, 2025 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) will hold a conference call to discuss fourth quarter and full year 2024 financial results and other related matters at 10:00 a.m. ET on Friday, February 14, 2025.  A press release announcing the results will be issued before the market opens on the same day and will be available at www.aam.com. To participate by phone, please dial: (877) 883-0383 from the United States (412) 902-6506 from outside the Unit ...

Transaction Overview - American Axle & Manufacturing Holdings Inc (AAM) has agreed to acquire Dowlais Group plc for approximately $1 44 billion in a cash and share deal [1] - The transaction will combine essential product portfolios for internal combustion engine hybrid and electric vehicle manufacturing improving cost efficiency and positioning the new entity to serve a diverse customer base across multiple regions [2] - Dowlais shareholders will receive 0 0863 new AAM shares per Dowlais common stock 42 pence per share in cash and up to 2 8 pence from Dowlais' full-year 2024 final dividend [3] - Post-transaction AAM shareholders will hold around 51% of the merged company while Dowlais shareholders will own approximately 49% [3] Valuation & Premiums - The offer values each Dowlais share at 85 2 pence including the final dividend with the total value of its fully diluted share capital estimated at £1 16 billion [4] - This valuation reflects a 25% premium over Dowlais' closing price on Jan 28 2025 and a 45% premium compared to its three-month volume-weighted average share price [4] Strategic Rationale & Financial Prospects - The combination will create a leading global supplier in driveline and metal forming with a broad technology-driven powertrain-neutral product portfolio [6] - The deal is expected to generate approximately $300 million in synergies with strong earnings accretion high margins robust cash flow and a solid balance sheet [6] - In 2023 the combined company generated approximately $12 billion in revenues with AAM expecting significant earnings boost in the first full year post-transaction [7] - The cash portion of the deal will be financed through a combination of cash on hand and debt maintaining a neutral net leverage position at closing before synergies [7] Governance & Transaction Details - The boards of both AAM and Dowlais have unanimously approved the transaction with the new company headquartered in Detroit MI and David C Dauch continuing as Chairman and CEO [8] - Two independent Dowlais directors and four Dowlais executives will join the board and leadership roles within AAM respectively [8] - The acquisition will be carried out through a Court-sanctioned scheme of arrangement under the UK Companies Act 2006 with the transaction expected to close by the end of 2025 subject to approvals [9] - AAM will continue trading on the NYSE under the "AXL" ticker while Dowlais' shares will be delisted from the London Stock Exchange post-transaction [10] Industry Context - AXL currently carries a Zacks Rank 3 (Hold) while other auto stocks like Geely Automobile Holdings Limited (GELYY) Yamaha Motor Co Ltd (YMHAY) and Allison Transmission Holdings Inc (ALSN) are ranked higher [11] - GELYY is expected to see significant year-over-year growth in fiscal 2025 sales and earnings with EPS estimates improving by 15 cents and 38 cents for fiscal 2025 and 2026 respectively [12] - YMHAY and ALSN also show positive growth trends with improved EPS estimates for 2025 [12][13]

Creating a Leading Global Driveline and Metal Forming Supplier In this presentation, American Axle & Manufacturing Holdings, Inc. ("AAM") makes statements concerning its and Dowlais' expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to the ability of AAM and Dowlais to consummate AAM's business combination with Dowlais (the "Business Combination") in a timely manner or at all; future capital expenditures, ...

Core Insights - Monteverde & Associates PC is investigating American Axle & Manufacturing Holdings, Inc. regarding its proposed merger with Dowlais Group plc, which includes specific terms for Dowlais shareholders [1] Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm by ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2] Merger Details - Under the merger agreement, Dowlais shareholders will receive 0.0863 shares of new AAM common stock, 42 pence in cash per share, and up to 2.8 pence of Dowlais FY24 final dividend prior to closing [1]