AXL 10-K Annual Report Dec. 31, 2018 | Alphaminr
AMERICAN AXLE & MANUFACTURING HOLDINGS INC
ALPHAMINR

AXL 10-K Fiscal year ended Dec. 31, 2018

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AMERICAN AXLE & MANUFACTURING HOLDINGS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 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.) 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.) 4.02 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.) 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 7.75% Senior Notes due 2019 (Incorporated by Reference to Exhibit 4.2 of Current Report on Form 8-K dated October 31, 2011.) 4.05 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.) 4.06 Form of 6.25% Notes due 2021 (Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated February 28, 2013.) 4.07 Form of 5.125% Notes due 2019 (Incorporated by Reference to Exhibit 4.1 of Current Report on Form 8-K dated November 12, 2013.) 4.08 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.) 4.09 Form of 6.50% Notes due 2027 (Incorporated by Reference to Exhibit 4.3 of Current Report on Form 8-K dated March 23, 2017.) 4.10 First Supplemental Indenture, dated March23, 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 Exhibit4.1 of Current Report on Form8-K dated March23, 2017.) 4.11 Second Supplemental Indenture, dated May17, 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 Exhibit4.1 of Current Report on Form8-K dated May17, 2017.) 4.12 Registration Rights Agreement, dated as of March23, 2017, among American Axle& Manufacturing,Inc., certain subsidiary guarantors and J.P. Morgan SecuritiesLLC, as representative of the Initial Purchasers, in respect of the 6.25% Senior Notes due 2025 (Incorporated by reference to Exhibit10.1 of Current Report on Form8-K dated March23, 2017.) 4.13 Registration Rights Agreement, dated as of March23, 2017, among American Axle& Manufacturing,Inc., certain subsidiary guarantors and J.P. Morgan SecuritiesLLC, as representative of the Initial Purchasers, in respect of the 6.50% Senior Notes due 2027 (Incorporated by reference to Exhibit10.2 of Current Report on Form8-K dated March23, 2017.) 4.14 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.) 4.15 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.) ++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 Nonqualified Stock Option Award Agreement under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated May 1, 2012.) 10.08 Amendment and Restatement Agreement dated as of September 13, 2013, among American Axle & Manufacturing Holdings, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent, and each financial institution party thereto as a lender, including as Exhibit A thereto, the Amended and Restated Credit Agreement dated as of January 9, 2004 and amended and restated as of September 13, 2013 among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., the Lenders 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 September 16, 2013.) 10.09 Guarantee Agreement dated as of January 9, 2004, as amended and restated as of September 13, 2013, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiaries of American Axle & Manufacturing, Inc. identified therein, and JPMorgan Chase Bank, N.A. as Administrative Agent for the lenders referred to therein (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated September 16, 2013.) 10.10 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.) 10.11 Amended and Restated Employment Agreement dated February 19, 2015 by and between the Company and David C. Dauch (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated February 26, 2015.) 10.12 Amended and Restated American Axle& Manufacturing Holdings,Inc. 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit4.1 filed with American Axle& Manufacturing Holdings,Inc. Registration Statement on FormS-8 (Registration No.333-220300).) 10.13 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.) 10.14 Second Amended and Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan for Executive Officers effective as of January 1, 2016 (Incorporated by reference to Exhibit 10.38 of Annual Report on Form 10-K dated February 12, 2016.) 10.15 Voting Agreement (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated November 8, 2016.) 10.16 Credit Agreement dated as of April6, 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 Exhibit10.1 of Current Report on Form8-K dated April12, 2017.) 10.17 Collateral Agreement dated as of April6, 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 Exhibit10.2 of Current Report on Form8-K dated April12, 2017.) 10.18 Guarantee Agreement dated as of April6, 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 Exhibit99.1 of Current Report on Form8-K dated April12, 2017.) 10.19 Stockholders' Agreement, dated as of April6, 2017, among American Axle& Manufacturing Holdings,Inc., ASP MD InvestcoL.P. and American SecuritiesLLC (Incorporated by reference to Exhibit10.1 of Current Report on Form8-K dated April6, 2017). 10.20 Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan - 2018 Incentive Compensation Program for Executive Officers (Incorporated by reference to Exhibit 10.39 of Annual Report on Form 10-K dated February 16, 2018.) 10.21 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.) 10.22 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.) 10.23 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.) 10.24 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.) 10.25 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.) 10.26 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.) 10.27 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).) 10.28 American Axle & Manufacturing Holdings, Inc. Change in Control Plan (Incorporated by reference to Exhibit 10.1 of Quarterly Report on Form 10-Q dated August 3, 2018.) *10.29 American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement Program Document *10.30 American Axle & Manufacturing Holdings, Inc. Executive Retirement Savings Plan *10.31 American Axle & Manufacturing Holdings, Inc. Executive Officer Severance Plan *21 Subsidiaries of the Registrant *23 Consent of Independent Registered Public Accounting Firm *31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act *31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act *32 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002