00010622312024FYFALSEhttp://www.aam.com/20241231#IndefiniteMemberhttp://www.aam.com/20241231#IndefiniteMemberhttp://fasb.org/us-gaap/2024#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2024#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2024#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2024#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2024#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2024#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2024#InterestExpensehttp://fasb.org/us-gaap/2024#InterestExpensehttp://fasb.org/us-gaap/2024#InterestExpensehttp://www.aam.com/20241231#Restructuringandacquisitionrelatedcostshttp://www.aam.com/20241231#Restructuringandacquisitionrelatedcostshttp://www.aam.com/20241231#Restructuringandacquisitionrelatedcostshttp://fasb.org/srt/2024#ChiefExecutiveOfficerMemberiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesaxl:Facilitiesaxl:Countriesiso4217:GBPxbrli:sharesxbrli:pureiso4217:GBPiso4217:EUR00010622312024-01-012024-12-3100010622312024-06-3000010622312025-02-1100010622312023-01-012023-12-3100010622312022-01-012022-12-3100010622312024-12-3100010622312023-12-310001062231us-gaap:PreferredStockMember2023-12-310001062231us-gaap:PreferredStockMember2024-12-310001062231axl:SeriesCommonStockMember2023-12-310001062231axl:SeriesCommonStockMember2024-12-310001062231us-gaap:CommonStockMember2024-12-310001062231us-gaap:CommonStockMember2023-12-3100010622312022-12-3100010622312021-12-310001062231us-gaap:CommonStockMember2021-12-310001062231us-gaap:AdditionalPaidInCapitalMember2021-12-310001062231us-gaap:RetainedEarningsMember2021-12-310001062231us-gaap:TreasuryStockCommonMember2021-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001062231us-gaap:RetainedEarningsMember2022-01-012022-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001062231us-gaap:CommonStockMember2022-01-012022-12-310001062231us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001062231us-gaap:TreasuryStockCommonMember2022-01-012022-12-310001062231us-gaap:CommonStockMember2022-12-310001062231us-gaap:AdditionalPaidInCapitalMember2022-12-310001062231us-gaap:RetainedEarningsMember2022-12-310001062231us-gaap:TreasuryStockCommonMember2022-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001062231us-gaap:RetainedEarningsMember2023-01-012023-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001062231us-gaap:CommonStockMember2023-01-012023-12-310001062231us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001062231us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001062231us-gaap:CommonStockMember2023-12-310001062231us-gaap:AdditionalPaidInCapitalMember2023-12-310001062231us-gaap:RetainedEarningsMember2023-12-310001062231us-gaap:TreasuryStockCommonMember2023-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001062231us-gaap:RetainedEarningsMember2024-01-012024-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001062231us-gaap:CommonStockMember2024-01-012024-12-310001062231us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001062231us-gaap:TreasuryStockCommonMember2024-01-012024-12-310001062231us-gaap:CommonStockMember2024-12-310001062231us-gaap:AdditionalPaidInCapitalMember2024-12-310001062231us-gaap:RetainedEarningsMember2024-12-310001062231us-gaap:TreasuryStockCommonMember2024-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001062231us-gaap:LandMember2023-12-310001062231us-gaap:LandMember2024-12-310001062231srt:MinimumMemberus-gaap:LandImprovementsMember2024-12-310001062231srt:MinimumMemberus-gaap:LandImprovementsMember2023-12-310001062231srt:MaximumMemberus-gaap:LandImprovementsMember2023-12-310001062231srt:MaximumMemberus-gaap:LandImprovementsMember2024-12-310001062231srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-12-310001062231srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001062231srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2023-12-310001062231srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001062231srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2023-12-310001062231srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2024-12-310001062231srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2023-12-310001062231srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2024-12-310001062231axl:TotalDebtInstrumentsIncludingRevolvingCreditFacilityMember2024-12-310001062231axl:TotalDebtInstrumentsIncludingRevolvingCreditFacilityMember2023-12-310001062231us-gaap:RevolvingCreditFacilityMember2024-12-310001062231us-gaap:RevolvingCreditFacilityMember2023-12-310001062231axl:DowlaisGroupPlcMemberus-gaap:SubsequentEventMember2025-01-292025-01-290001062231axl:DowlaisGroupPlcMemberus-gaap:SubsequentEventMember2025-01-290001062231axl:TekforGroupMember2022-06-012022-12-310001062231axl:TekforGroupMember2024-01-012024-12-310001062231axl:TekforGroupMember2022-12-310001062231axl:TekforGroupMember2022-01-012022-12-310001062231axl:TekforGroupMember2021-01-012021-12-310001062231us-gaap:ComputerSoftwareIntangibleAssetMember2024-12-310001062231us-gaap:ComputerSoftwareIntangibleAssetMember2023-12-310001062231axl:CustomerPlatformsIntangibleAssetsMember2024-12-310001062231axl:CustomerPlatformsIntangibleAssetsMember2023-12-310001062231axl:CustomerRelationshipsIntangibleAssetsMember2024-12-310001062231axl:CustomerRelationshipsIntangibleAssetsMember2023-12-310001062231us-gaap:TechnologyBasedIntangibleAssetsMember2024-12-310001062231us-gaap:TechnologyBasedIntangibleAssetsMember2023-12-310001062231axl:MultiCurrencyCreditFacilityMember2024-12-310001062231axl:MultiCurrencyCreditFacilityMember2023-12-310001062231axl:TermLoanAMember2024-12-310001062231axl:TermLoanAMember2023-12-310001062231axl:TermLoanBMember2024-12-310001062231axl:TermLoanBMember2023-12-310001062231axl:A6875NotesMemberus-gaap:UnsecuredDebtMember2023-12-310001062231axl:A6875NotesMemberus-gaap:UnsecuredDebtMember2024-12-310001062231axl:A6875NotesMember2024-12-310001062231axl:A6875NotesMember2023-12-310001062231axl:A6.50NotesMemberus-gaap:UnsecuredDebtMember2023-12-310001062231axl:A6.50NotesMemberus-gaap:UnsecuredDebtMember2024-12-310001062231axl:A6.50NotesMember2024-12-310001062231axl:A6.50NotesMember2023-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2024-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2023-12-310001062231axl:A6.25NotesDue2026Member2024-12-310001062231axl:A6.25NotesDue2026Member2023-12-310001062231axl:A500NotesDue2029Memberus-gaap:UnsecuredDebtMember2024-12-310001062231axl:A500NotesDue2029Memberus-gaap:UnsecuredDebtMember2023-12-310001062231axl:A500NotesDue2029Member2024-12-310001062231axl:A500NotesDue2029Member2023-12-310001062231axl:ForeignCreditFacilitiesandOtherMember2024-12-310001062231axl:ForeignCreditFacilitiesandOtherMember2023-12-310001062231axl:TermLoanBMemberus-gaap:SecuredDebtMember2024-01-012024-12-310001062231axl:TermLoanBMemberus-gaap:SecuredDebtMember2024-12-310001062231axl:RefinancingFacilityAgreementMemberus-gaap:SecuredDebtMember2024-01-012024-12-310001062231axl:FirstAmendmentToTheAmendedAndRestatedCreditAgreementMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231axl:AmendedAndRestatedCreditAgreementMemberus-gaap:SecuredDebtMember2022-01-012022-12-310001062231axl:TermLoanAMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231axl:TermLoanBMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231axl:TermLoanBMemberus-gaap:SecuredDebtMember2022-01-012022-12-310001062231axl:TermLoanATermLoanBMemberus-gaap:SecuredDebtMember2022-01-012022-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2024-01-012024-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2023-01-012023-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMemberaxl:OpenMarketRepurchaseMember2023-01-012023-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2022-12-310001062231axl:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2022-01-012022-12-310001062231axl:ForeignCreditFacilitiesMember2024-12-310001062231axl:ForeignCreditFacilitiesMember2023-12-310001062231axl:TrancheATermLoansMemberaxl:BackstopCreditAgreementMemberus-gaap:SubsequentEventMember2025-01-290001062231axl:TrancheBTermLoansMemberaxl:BackstopCreditAgreementMemberus-gaap:SubsequentEventMember2025-01-290001062231us-gaap:RevolvingCreditFacilityMemberaxl:BackstopCreditAgreementMemberus-gaap:SubsequentEventMember2025-01-290001062231us-gaap:SubsequentEventMemberaxl:FirstLienBridgeCreditAgreementMember2025-01-290001062231us-gaap:SubsequentEventMemberaxl:SecondLienBridgeCreditAgreementMember2025-01-290001062231us-gaap:ForeignExchangeForwardMember2024-12-310001062231us-gaap:ForeignExchangeForwardMember2023-12-310001062231axl:DowlaisGroupPlcMemberus-gaap:ForeignExchangeForwardMemberus-gaap:SubsequentEventMember2025-01-290001062231us-gaap:CurrencySwapMember2022-04-290001062231us-gaap:CurrencySwapMember2023-12-310001062231us-gaap:CurrencySwapMember2024-06-300001062231us-gaap:FairValueHedgingMember2024-12-310001062231us-gaap:InterestRateSwapMember2022-06-270001062231us-gaap:InterestRateSwapMember2023-09-130001062231us-gaap:DebtMemberaxl:InterestRateSwapThroughQ32027Member2024-12-310001062231us-gaap:DebtMemberaxl:InterestRateSwapQ32027ThroughQ42029Member2024-12-310001062231us-gaap:DesignatedAsHedgingInstrumentMember2024-01-012024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMember2022-01-012022-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2024-01-012024-12-310001062231us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001062231us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2022-01-012022-12-310001062231us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2024-01-012024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2022-01-012022-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2024-01-012024-12-310001062231us-gaap:NondesignatedMember2024-01-012024-12-310001062231us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:ForeignExchangeForwardMember2024-01-012024-12-310001062231us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:ForeignExchangeForwardMember2023-01-012023-12-310001062231us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:ForeignExchangeForwardMember2022-01-012022-12-310001062231axl:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231axl:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231axl:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001062231axl:GeneralMotorsMember2024-12-310001062231axl:GeneralMotorsMember2023-12-310001062231axl:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231axl:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231axl:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001062231axl:StellantisMember2024-12-310001062231axl:StellantisMember2023-12-310001062231axl:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231axl:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231axl:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2022-01-012022-12-310001062231axl:FordMember2024-12-310001062231axl:FordMember2023-12-310001062231us-gaap:FairValueInputsLevel1Member2024-12-310001062231us-gaap:FairValueInputsLevel1Member2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:FairValueSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:FairValueSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:REEAutomotiveLtdMemberus-gaap:OtherNoncurrentAssetsMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:REEAutomotiveLtdMemberus-gaap:OtherNoncurrentAssetsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:AccruedLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:NondesignatedMemberus-gaap:AccruedLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanAMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanAMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanAMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanAMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanBMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanBMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanBMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:TermLoanBMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6875NotesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6875NotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6875NotesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6875NotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.50NotesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.50NotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.50NotesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.50NotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.25NotesDue2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.25NotesDue2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.25NotesDue2026Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A6.25NotesDue2026Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A500NotesDue2029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A500NotesDue2029Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A500NotesDue2029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:A500NotesDue2029Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-01-012022-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2022-01-012022-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-01-012022-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2023-01-012023-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2023-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2024-01-012024-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001062231us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2024-12-310001062231us-gaap:CostOfSalesMember2024-01-012024-12-310001062231us-gaap:InterestExpenseMember2024-01-012024-12-310001062231us-gaap:OtherIncomeMember2024-01-012024-12-310001062231us-gaap:CostOfSalesMember2023-01-012023-12-310001062231us-gaap:InterestExpenseMember2023-01-012023-12-310001062231us-gaap:OtherIncomeMember2023-01-012023-12-310001062231us-gaap:CostOfSalesMember2022-01-012022-12-310001062231us-gaap:InterestExpenseMember2022-01-012022-12-310001062231us-gaap:OtherIncomeMember2022-01-012022-12-310001062231us-gaap:DomesticPlanMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMember2023-01-012023-12-310001062231us-gaap:ForeignPlanMember2023-01-012023-12-310001062231us-gaap:DomesticPlanMember2022-01-012022-12-310001062231us-gaap:ForeignPlanMember2022-01-012022-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-01-012024-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-01-012023-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-01-012022-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2023-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2022-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2024-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2022-01-012022-12-310001062231us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:EquitySecuritiesMember2024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:EquitySecuritiesMember2023-12-310001062231us-gaap:DomesticPlanMemberus-gaap:EquitySecuritiesMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:EquitySecuritiesMember2024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:EquitySecuritiesMember2023-12-310001062231us-gaap:ForeignPlanMemberus-gaap:EquitySecuritiesMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:FixedIncomeFundsMember2024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:FixedIncomeFundsMember2023-12-310001062231us-gaap:DomesticPlanMemberus-gaap:FixedIncomeFundsMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:FixedIncomeFundsMember2024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:FixedIncomeFundsMember2023-12-310001062231us-gaap:ForeignPlanMemberus-gaap:FixedIncomeFundsMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:HedgeFundsMember2024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:HedgeFundsMember2023-12-310001062231us-gaap:DomesticPlanMemberus-gaap:HedgeFundsMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:HedgeFundsMember2024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:HedgeFundsMember2023-12-310001062231us-gaap:ForeignPlanMemberus-gaap:HedgeFundsMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:DomesticPlanMemberus-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:DomesticPlanMemberus-gaap:CashAndCashEquivalentsMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:ForeignPlanMemberus-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:ForeignPlanMemberus-gaap:CashAndCashEquivalentsMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMember2024-12-310001062231us-gaap:DomesticPlanMember2023-12-310001062231us-gaap:ForeignPlanMember2024-12-310001062231us-gaap:ForeignPlanMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:CashAndCashEquivalentsMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:USLargeCapMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:USLargeCapMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:USLargeCapMember2024-12-310001062231axl:USLargeCapMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:USSmallmidCapMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:USSmallmidCapMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:USSmallmidCapMember2024-12-310001062231axl:USSmallmidCapMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:WorldEquityMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:WorldEquityMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:WorldEquityMember2024-12-310001062231axl:WorldEquityMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:GovernmentAgenciesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:GovernmentAgenciesMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:GovernmentAgenciesMember2024-12-310001062231axl:GovernmentAgenciesMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:InvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:InvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:InvestmentGradeCorporateBondsMember2024-12-310001062231axl:InvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:NoninvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:NoninvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:NoninvestmentGradeCorporateBondsMember2024-12-310001062231axl:NoninvestmentGradeCorporateBondsMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:EmergingMarketDebtMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:EmergingMarketDebtMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:EmergingMarketDebtMember2024-12-310001062231axl:EmergingMarketDebtMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeSecuritiesMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeSecuritiesMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:FixedIncomeSecuritiesMember2024-12-310001062231us-gaap:FixedIncomeSecuritiesMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialRealEstateMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialRealEstateMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialRealEstateMember2024-12-310001062231us-gaap:CommercialRealEstateMember2024-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:OtherAlternativeFundsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:OtherAlternativeFundsMember2024-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:OtherAlternativeFundsMember2024-12-310001062231axl:OtherAlternativeFundsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:FairValueInputsLevel3Member2024-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:CashAndCashEquivalentsMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:USLargeCapMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:USLargeCapMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:USLargeCapMember2023-12-310001062231axl:USLargeCapMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:USSmallmidCapMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:USSmallmidCapMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:USSmallmidCapMember2023-12-310001062231axl:USSmallmidCapMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:WorldEquityMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:WorldEquityMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:WorldEquityMember2023-12-310001062231axl:WorldEquityMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:GovernmentAgenciesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:GovernmentAgenciesMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:GovernmentAgenciesMember2023-12-310001062231axl:GovernmentAgenciesMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:InvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:InvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:InvestmentGradeCorporateBondsMember2023-12-310001062231axl:InvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:NoninvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:NoninvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:NoninvestmentGradeCorporateBondsMember2023-12-310001062231axl:NoninvestmentGradeCorporateBondsMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:EmergingMarketDebtMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:EmergingMarketDebtMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:EmergingMarketDebtMember2023-12-310001062231axl:EmergingMarketDebtMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:FixedIncomeSecuritiesMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:FixedIncomeSecuritiesMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:FixedIncomeSecuritiesMember2023-12-310001062231us-gaap:FixedIncomeSecuritiesMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialRealEstateMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialRealEstateMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberus-gaap:CommercialRealEstateMember2023-12-310001062231us-gaap:CommercialRealEstateMember2023-12-310001062231us-gaap:FairValueInputsLevel1Memberaxl:OtherAlternativeFundsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Memberaxl:OtherAlternativeFundsMember2023-12-310001062231us-gaap:FairValueInputsLevel3Memberaxl:OtherAlternativeFundsMember2023-12-310001062231axl:OtherAlternativeFundsMember2023-12-310001062231us-gaap:FairValueInputsLevel2Member2023-12-310001062231us-gaap:FairValueInputsLevel3Member2023-12-310001062231axl:AnnualRetirementContributionArcMembersrt:MinimumMember2024-01-012024-12-310001062231axl:AnnualRetirementContributionArcMembersrt:MaximumMember2024-01-012024-12-310001062231axl:AnnualRetirementContributionArcMember2024-01-012024-12-310001062231axl:AnnualRetirementContributionArcMember2023-01-012023-12-310001062231axl:AnnualRetirementContributionArcMember2022-01-012022-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2021-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2022-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2023-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2024-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2021-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2022-01-012022-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2022-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2023-01-012023-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2023-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2024-01-012024-12-310001062231us-gaap:PerformanceSharesMemberaxl:FreeCashFlowFCFAwardsMember2024-12-310001062231us-gaap:PerformanceSharesMember2024-12-310001062231us-gaap:PerformanceSharesMember2024-01-012024-12-310001062231axl:LongTermCashAwardsLTCAsMember2024-01-012024-12-310001062231axl:LongTermCashAwardsLTCAsMember2023-01-012023-12-310001062231axl:LongTermCashAwardsLTCAsMember2022-01-012022-12-310001062231axl:LongTermCashAwardsLTCAsMember2024-12-310001062231axl:PerformanceUnitsMemberaxl:FreeCashFlowFCFAwardsMember2024-01-012024-12-310001062231axl:PerformanceUnitsMemberaxl:FreeCashFlowFCFAwardsMember2023-01-012023-12-310001062231axl:PerformanceUnitsMemberaxl:FreeCashFlowFCFAwardsMember2022-01-012022-12-310001062231axl:PerformanceUnitsMemberaxl:FreeCashFlowFCFAwardsMember2024-12-310001062231axl:FieldActionMember2023-01-012023-12-310001062231srt:NorthAmericaMemberaxl:DrivelineMember2024-01-012024-12-310001062231srt:NorthAmericaMemberaxl:MetalFormingMember2024-01-012024-12-310001062231srt:NorthAmericaMember2024-01-012024-12-310001062231srt:AsiaMemberaxl:DrivelineMember2024-01-012024-12-310001062231srt:AsiaMemberaxl:MetalFormingMember2024-01-012024-12-310001062231srt:AsiaMember2024-01-012024-12-310001062231srt:EuropeMemberaxl:DrivelineMember2024-01-012024-12-310001062231srt:EuropeMemberaxl:MetalFormingMember2024-01-012024-12-310001062231srt:EuropeMember2024-01-012024-12-310001062231srt:SouthAmericaMemberaxl:DrivelineMember2024-01-012024-12-310001062231srt:SouthAmericaMemberaxl:MetalFormingMember2024-01-012024-12-310001062231srt:SouthAmericaMember2024-01-012024-12-310001062231axl:DrivelineMember2024-01-012024-12-310001062231axl:MetalFormingMember2024-01-012024-12-310001062231srt:NorthAmericaMemberaxl:DrivelineMember2023-01-012023-12-310001062231srt:NorthAmericaMemberaxl:MetalFormingMember2023-01-012023-12-310001062231srt:NorthAmericaMember2023-01-012023-12-310001062231srt:AsiaMemberaxl:DrivelineMember2023-01-012023-12-310001062231srt:AsiaMemberaxl:MetalFormingMember2023-01-012023-12-310001062231srt:AsiaMember2023-01-012023-12-310001062231srt:EuropeMemberaxl:DrivelineMember2023-01-012023-12-310001062231srt:EuropeMemberaxl:MetalFormingMember2023-01-012023-12-310001062231srt:EuropeMember2023-01-012023-12-310001062231srt:SouthAmericaMemberaxl:DrivelineMember2023-01-012023-12-310001062231srt:SouthAmericaMemberaxl:MetalFormingMember2023-01-012023-12-310001062231srt:SouthAmericaMember2023-01-012023-12-310001062231axl:DrivelineMember2023-01-012023-12-310001062231axl:MetalFormingMember2023-01-012023-12-310001062231srt:NorthAmericaMemberaxl:DrivelineMember2022-01-012022-12-310001062231srt:NorthAmericaMemberaxl:MetalFormingMember2022-01-012022-12-310001062231srt:NorthAmericaMember2022-01-012022-12-310001062231srt:AsiaMemberaxl:DrivelineMember2022-01-012022-12-310001062231srt:AsiaMemberaxl:MetalFormingMember2022-01-012022-12-310001062231srt:AsiaMember2022-01-012022-12-310001062231srt:EuropeMemberaxl:DrivelineMember2022-01-012022-12-310001062231srt:EuropeMemberaxl:MetalFormingMember2022-01-012022-12-310001062231srt:EuropeMember2022-01-012022-12-310001062231srt:SouthAmericaMemberaxl:DrivelineMember2022-01-012022-12-310001062231srt:SouthAmericaMemberaxl:MetalFormingMember2022-01-012022-12-310001062231srt:SouthAmericaMember2022-01-012022-12-310001062231axl:DrivelineMember2022-01-012022-12-310001062231axl:MetalFormingMember2022-01-012022-12-310001062231axl:PreproductionCostReimbursementsMember2024-12-310001062231axl:CancellationOfExpectedFutureVehicleProgramMemberaxl:CancellationOfExpectedFutureVehicleProgramMember2024-01-012024-12-310001062231us-gaap:EmployeeSeveranceMember2021-12-310001062231us-gaap:OtherRestructuringMember2021-12-310001062231us-gaap:EmployeeSeveranceMember2022-01-012022-12-310001062231us-gaap:OtherRestructuringMember2022-01-012022-12-310001062231us-gaap:EmployeeSeveranceMember2022-12-310001062231us-gaap:OtherRestructuringMember2022-12-310001062231us-gaap:EmployeeSeveranceMember2023-01-012023-12-310001062231us-gaap:OtherRestructuringMember2023-01-012023-12-310001062231us-gaap:EmployeeSeveranceMember2023-12-310001062231us-gaap:OtherRestructuringMember2023-12-310001062231us-gaap:EmployeeSeveranceMember2024-01-012024-12-310001062231us-gaap:OtherRestructuringMember2024-01-012024-12-310001062231us-gaap:EmployeeSeveranceMember2024-12-310001062231us-gaap:OtherRestructuringMember2024-12-310001062231axl:TekforGroupMember2024-01-012024-12-310001062231axl:A2024RestructuringPlanMember2024-01-012024-12-310001062231axl:TekforGroupMember2023-01-012024-12-310001062231srt:MinimumMember2024-12-310001062231srt:MaximumMember2024-12-310001062231axl:USTaxAuthorityAndForeignTaxAuthorityMember2023-01-012023-12-310001062231us-gaap:ForeignCountryMember2022-01-012022-12-310001062231us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001062231axl:OtherAssetsAndDeferredChargesMember2024-12-310001062231us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001062231axl:OtherAssetsAndDeferredChargesMember2023-12-310001062231us-gaap:AccruedLiabilitiesMember2024-12-310001062231us-gaap:AccruedLiabilitiesMember2023-12-310001062231axl:DeferredTaxAssetsMember2024-12-310001062231axl:DeferredTaxAssetsMember2023-12-310001062231axl:DeferredTaxLiabilitiesMember2024-12-310001062231axl:DeferredTaxLiabilitiesMember2023-12-310001062231axl:DomesticMember2024-12-310001062231axl:DomesticMember2023-12-310001062231axl:ForeignMember2024-12-310001062231axl:ForeignMember2023-12-310001062231country:US2022-01-012022-12-310001062231country:US2023-01-012023-12-310001062231country:US2024-01-012024-12-310001062231us-gaap:NonUsMember2024-01-012024-12-310001062231us-gaap:NonUsMember2023-01-012023-12-310001062231us-gaap:NonUsMember2022-01-012022-12-310001062231axl:NoticeOfTaxDueMember2024-12-310001062231srt:MinimumMember2024-01-012024-12-310001062231srt:MaximumMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-12-310001062231axl:FinanceLeaseMember2024-12-310001062231axl:OperatingleaseMember2024-12-310001062231us-gaap:PropertyPlantAndEquipmentMember2024-12-310001062231us-gaap:PropertyPlantAndEquipmentMember2023-12-310001062231axl:OperatingLeaseRightOfUseAssetsMember2024-12-310001062231axl:OperatingLeaseRightOfUseAssetsMember2023-12-310001062231axl:CurrentPortionOfOperatingLeaseLiabilitiesMember2024-12-310001062231axl:CurrentPortionOfOperatingLeaseLiabilitiesMember2023-12-310001062231axl:AccruedexpensesandotherMember2024-12-310001062231axl:AccruedexpensesandotherMember2023-12-310001062231axl:LongTermPortionOfOperatingLeaseLiabilitiesMember2024-12-310001062231axl:LongTermPortionOfOperatingLeaseLiabilitiesMember2023-12-310001062231axl:PostretirementbenefitsandotherlongtermliabilitiesMember2024-12-310001062231axl:PostretirementbenefitsandotherlongtermliabilitiesMember2023-12-3100010622312020-09-222022-12-3100010622312020-09-222023-12-3100010622312020-01-012020-12-3100010622312021-01-012021-12-310001062231us-gaap:AllOtherSegmentsMember2024-01-012024-12-310001062231axl:DrivelineMember2024-12-310001062231axl:MetalFormingMember2024-12-310001062231us-gaap:AllOtherSegmentsMember2024-12-310001062231us-gaap:CostOfSalesMemberaxl:DrivelineMember2024-01-012024-12-310001062231us-gaap:CostOfSalesMemberaxl:MetalFormingMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:DrivelineMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:MetalFormingMember2024-01-012024-12-310001062231us-gaap:AllOtherSegmentsMember2023-01-012023-12-310001062231axl:DrivelineMember2023-12-310001062231axl:MetalFormingMember2023-12-310001062231us-gaap:AllOtherSegmentsMember2023-12-310001062231us-gaap:CostOfSalesMemberaxl:DrivelineMember2023-01-012023-12-310001062231us-gaap:CostOfSalesMemberaxl:MetalFormingMember2023-01-012023-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:DrivelineMember2023-01-012023-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:MetalFormingMember2023-01-012023-12-310001062231us-gaap:AllOtherSegmentsMember2022-01-012022-12-310001062231axl:DrivelineMember2022-12-310001062231axl:MetalFormingMember2022-12-310001062231us-gaap:AllOtherSegmentsMember2022-12-310001062231us-gaap:CostOfSalesMemberaxl:DrivelineMember2022-01-012022-12-310001062231us-gaap:CostOfSalesMemberaxl:MetalFormingMember2022-01-012022-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:DrivelineMember2022-01-012022-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberaxl:MetalFormingMember2022-01-012022-12-310001062231country:US2024-01-012024-12-310001062231country:US2023-01-012023-12-310001062231country:US2022-01-012022-12-310001062231country:MX2024-01-012024-12-310001062231country:MX2023-01-012023-12-310001062231country:MX2022-01-012022-12-310001062231country:CN2024-01-012024-12-310001062231country:CN2023-01-012023-12-310001062231country:CN2022-01-012022-12-310001062231axl:AsiaexcludingChinaMember2024-01-012024-12-310001062231axl:AsiaexcludingChinaMember2023-01-012023-12-310001062231axl:AsiaexcludingChinaMember2022-01-012022-12-310001062231country:US2024-12-310001062231country:US2023-12-310001062231country:US2022-12-310001062231country:MX2024-12-310001062231country:MX2023-12-310001062231country:MX2022-12-310001062231srt:SouthAmericaMember2024-12-310001062231srt:SouthAmericaMember2023-12-310001062231srt:SouthAmericaMember2022-12-310001062231country:CN2024-12-310001062231country:CN2023-12-310001062231country:CN2022-12-310001062231axl:AsiaexcludingChinaMember2024-12-310001062231axl:AsiaexcludingChinaMember2023-12-310001062231axl:AsiaexcludingChinaMember2022-12-310001062231srt:EuropeMember2024-12-310001062231srt:EuropeMember2023-12-310001062231srt:EuropeMember2022-12-3100010622312024-10-012024-12-310001062231us-gaap:AllowanceForCreditLossMember2021-12-310001062231us-gaap:AllowanceForCreditLossMember2022-01-012022-12-310001062231us-gaap:AllowanceForCreditLossMember2022-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-01-012022-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-310001062231us-gaap:InventoryValuationReserveMember2021-12-310001062231us-gaap:InventoryValuationReserveMember2022-01-012022-12-310001062231us-gaap:InventoryValuationReserveMember2022-12-310001062231us-gaap:AllowanceForCreditLossMember2023-01-012023-12-310001062231us-gaap:AllowanceForCreditLossMember2023-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-310001062231us-gaap:InventoryValuationReserveMember2023-01-012023-12-310001062231us-gaap:InventoryValuationReserveMember2023-12-310001062231us-gaap:AllowanceForCreditLossMember2024-01-012024-12-310001062231us-gaap:AllowanceForCreditLossMember2024-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-01-012024-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-12-310001062231us-gaap:InventoryValuationReserveMember2024-01-012024-12-310001062231us-gaap:InventoryValuationReserveMember2024-12-31

00010622312025FYFALSE2http://www.dauch.com/20251231#IndefiniteMemberhttp://www.dauch.com/20251231#IndefiniteMemberhttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#InterestExpensehttp://fasb.org/us-gaap/2025#InterestExpensehttp://fasb.org/us-gaap/2025#InterestExpensehttp://www.dauch.com/20251231#Restructuringandacquisitionrelatedcostshttp://www.dauch.com/20251231#Restructuringandacquisitionrelatedcostshttp://www.dauch.com/20251231#Restructuringandacquisitionrelatedcostshttp://fasb.org/srt/2025#ChiefExecutiveOfficerMemberiso4217:USDxbrli:sharesdch:Facilitiesiso4217:USDxbrli:sharesxbrli:pureiso4217:GBPxbrli:sharesiso4217:GBPiso4217:EUR00010622312025-01-012025-12-3100010622312025-06-3000010622312026-02-1000010622312024-01-012024-12-3100010622312023-01-012023-12-3100010622312025-12-3100010622312024-12-310001062231us-gaap:PreferredStockMember2024-12-310001062231us-gaap:PreferredStockMember2025-12-310001062231dch:SeriesCommonStockMember2025-12-310001062231dch:SeriesCommonStockMember2024-12-310001062231us-gaap:CommonStockMember2025-12-310001062231us-gaap:CommonStockMember2024-12-3100010622312023-12-3100010622312022-12-310001062231us-gaap:CommonStockMember2022-12-310001062231us-gaap:AdditionalPaidInCapitalMember2022-12-310001062231us-gaap:RetainedEarningsMember2022-12-310001062231us-gaap:TreasuryStockCommonMember2022-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001062231us-gaap:RetainedEarningsMember2023-01-012023-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001062231us-gaap:CommonStockMember2023-01-012023-12-310001062231us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001062231us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001062231us-gaap:CommonStockMember2023-12-310001062231us-gaap:AdditionalPaidInCapitalMember2023-12-310001062231us-gaap:RetainedEarningsMember2023-12-310001062231us-gaap:TreasuryStockCommonMember2023-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001062231us-gaap:RetainedEarningsMember2024-01-012024-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001062231us-gaap:CommonStockMember2024-01-012024-12-310001062231us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001062231us-gaap:TreasuryStockCommonMember2024-01-012024-12-310001062231us-gaap:CommonStockMember2024-12-310001062231us-gaap:AdditionalPaidInCapitalMember2024-12-310001062231us-gaap:RetainedEarningsMember2024-12-310001062231us-gaap:TreasuryStockCommonMember2024-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001062231us-gaap:RetainedEarningsMember2025-01-012025-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001062231us-gaap:CommonStockMember2025-01-012025-12-310001062231us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001062231us-gaap:TreasuryStockCommonMember2025-01-012025-12-310001062231us-gaap:CommonStockMember2025-12-310001062231us-gaap:AdditionalPaidInCapitalMember2025-12-310001062231us-gaap:RetainedEarningsMember2025-12-310001062231us-gaap:TreasuryStockCommonMember2025-12-310001062231us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001062231us-gaap:SubsequentEventMember2026-02-030001062231us-gaap:LandMember2025-12-310001062231us-gaap:LandMember2024-12-310001062231srt:MinimumMemberus-gaap:LandImprovementsMember2025-12-310001062231srt:MinimumMemberus-gaap:LandImprovementsMember2024-12-310001062231srt:MaximumMemberus-gaap:LandImprovementsMember2024-12-310001062231srt:MaximumMemberus-gaap:LandImprovementsMember2025-12-310001062231srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001062231srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001062231srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001062231srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001062231srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2025-12-310001062231srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2024-12-310001062231srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2024-12-310001062231srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2025-12-310001062231dch:TotalDebtInstrumentsIncludingRevolvingCreditFacilityMember2025-12-310001062231dch:TotalDebtInstrumentsIncludingRevolvingCreditFacilityMember2024-12-310001062231us-gaap:RevolvingCreditFacilityMember2025-12-310001062231us-gaap:RevolvingCreditFacilityMember2024-12-310001062231dch:DowlaisGroupPlcMemberus-gaap:SubsequentEventMember2026-02-032026-02-030001062231dch:DowlaisGroupPlcMemberus-gaap:SubsequentEventMember2026-02-030001062231dch:AAMIndiaManufacturingCorporationPvt.Ltd.Member2025-12-310001062231dch:AAMIndiaManufacturingCorporationPvt.Ltd.Member2025-01-012025-12-310001062231dch:AAMIndiaManufacturingCorporationPvt.Ltd.Member2024-01-012024-12-310001062231dch:HefeiAAMAutomotiveDrivelineChassisSystemCo.Ltd.AndLiuzhouAAMAutomotiveDrivelineSystemCo.Ltd.Member2025-01-012025-12-310001062231us-gaap:ComputerSoftwareIntangibleAssetMember2025-12-310001062231us-gaap:ComputerSoftwareIntangibleAssetMember2024-12-310001062231dch:CustomerPlatformsIntangibleAssetsMember2025-12-310001062231dch:CustomerPlatformsIntangibleAssetsMember2024-12-310001062231dch:CustomerRelationshipsIntangibleAssetsMember2025-12-310001062231dch:CustomerRelationshipsIntangibleAssetsMember2024-12-310001062231us-gaap:TechnologyBasedIntangibleAssetsMember2025-12-310001062231us-gaap:TechnologyBasedIntangibleAssetsMember2024-12-310001062231dch:MultiCurrencyCreditFacilityMember2025-12-310001062231dch:MultiCurrencyCreditFacilityMember2024-12-310001062231dch:TermLoanAMember2025-12-310001062231dch:TermLoanAMember2024-12-310001062231dch:TermLoanBMember2025-12-310001062231dch:TermLoanBMember2024-12-310001062231dch:A7.75NotesDue2033Memberus-gaap:UnsecuredDebtMember2025-12-310001062231dch:A7.75NotesDue2033Memberus-gaap:UnsecuredDebtMember2024-12-310001062231dch:A7.75NotesDue2033Member2025-12-310001062231dch:A7.75NotesDue2033Member2024-12-310001062231dch:A6875NotesMemberus-gaap:UnsecuredDebtMember2024-12-310001062231dch:A6875NotesMemberus-gaap:UnsecuredDebtMember2025-12-310001062231dch:A6875NotesMember2025-12-310001062231dch:A6875NotesMember2024-12-310001062231dch:A6.50NotesMemberus-gaap:UnsecuredDebtMember2024-12-310001062231dch:A6.50NotesMemberus-gaap:UnsecuredDebtMember2025-12-310001062231dch:A6.50NotesMember2025-12-310001062231dch:A6.50NotesMember2024-12-310001062231dch:A6.375NotesDue2032Memberus-gaap:SecuredDebtMember2025-12-310001062231dch:A6.375NotesDue2032Memberus-gaap:SecuredDebtMember2024-12-310001062231dch:A6.375NotesDue2032Member2025-12-310001062231dch:A6.375NotesDue2032Member2024-12-310001062231dch:A500NotesDue2029Memberus-gaap:UnsecuredDebtMember2025-12-310001062231dch:A500NotesDue2029Memberus-gaap:UnsecuredDebtMember2024-12-310001062231dch:A500NotesDue2029Member2025-12-310001062231dch:A500NotesDue2029Member2024-12-310001062231dch:ForeignCreditFacilitiesandOtherMember2025-12-310001062231dch:ForeignCreditFacilitiesandOtherMember2024-12-310001062231dch:SecondAmendmentMember2025-12-310001062231dch:DowlaisGroupPlcMemberdch:SecondAmendmentMemberus-gaap:SubsequentEventMember2026-02-030001062231dch:TrancheCTermFacilityMemberdch:DowlaisGroupPlcMember2025-03-310001062231dch:DowlaisGroupPlcMemberdch:TrancheCTermFacilityMemberus-gaap:SubsequentEventMember2026-02-030001062231dch:SecondAmendmentMemberus-gaap:SecuredDebtMember2025-01-012025-12-310001062231dch:RefinancingFacilityAgreementMemberus-gaap:SecuredDebtMember2024-01-012024-12-310001062231dch:AmendmentsToTheAmendedAndRestatedCreditAgreementMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231dch:TermLoanBMemberus-gaap:SecuredDebtMember2025-01-012025-12-310001062231dch:TermLoanAMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231dch:TermLoanBMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231dch:TermLoanATermLoanBMemberus-gaap:SecuredDebtMember2023-01-012023-12-310001062231dch:A6.375NotesDue2032Member2025-10-030001062231dch:A7.75NotesDue2033Member2025-10-030001062231dch:A6.375NotesDue20327.75NotesDue2033Member2025-01-012025-12-310001062231dch:A6.50NotesMemberus-gaap:UnsecuredDebtMember2025-01-012025-12-310001062231dch:A6875NotesMemberus-gaap:UnsecuredDebtMember2025-01-012025-12-310001062231dch:A6.50Notes6.875NotesMemberus-gaap:UnsecuredDebtMember2025-01-012025-12-310001062231dch:A6.375NotesDue20327.75NotesDue2033Memberus-gaap:SubsequentEventMember2026-02-030001062231dch:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2024-12-310001062231dch:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2024-01-012024-12-310001062231dch:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2023-12-310001062231dch:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2023-01-012023-12-310001062231dch:OpenMarketRepurchaseMemberdch:A6.25NotesDue2026Memberus-gaap:UnsecuredDebtMember2023-01-012023-12-310001062231dch:ForeignCreditFacilitiesMember2025-12-310001062231dch:ForeignCreditFacilitiesMember2024-12-310001062231us-gaap:ForeignExchangeForwardMember2025-12-310001062231us-gaap:ForeignExchangeForwardMember2024-12-310001062231us-gaap:ForeignExchangeForwardMemberdch:DowlaisGroupPlcMember2025-12-310001062231us-gaap:SubsequentEventMember2026-02-032026-02-030001062231us-gaap:FairValueHedgingMember2024-12-310001062231us-gaap:FairValueHedgingMember2025-12-310001062231us-gaap:DebtMemberdch:InterestRateSwapThroughQ22026Member2025-12-310001062231us-gaap:DebtMemberdch:InterestRateSwapThroughQ42028Member2025-12-310001062231us-gaap:DebtMemberdch:InterestRateSwapThroughQ42030Member2025-12-310001062231us-gaap:DebtMemberdch:InterestRateSwapThroughQ42031Member2025-12-310001062231us-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2025-01-012025-12-310001062231us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-01-012025-12-310001062231us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2024-01-012024-12-310001062231us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-01-012024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-01-012023-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestExpenseMember2025-01-012025-12-310001062231us-gaap:NondesignatedMember2025-01-012025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNonoperatingIncomeExpenseMember2024-01-012024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNonoperatingIncomeExpenseMember2023-01-012023-12-310001062231us-gaap:ForeignExchangeForwardMemberdch:DowlaisGroupPlcMemberus-gaap:NondesignatedMember2025-01-012025-12-310001062231us-gaap:ForeignExchangeForwardMemberdch:DowlaisGroupPlcMemberus-gaap:NondesignatedMember2024-01-012024-12-310001062231us-gaap:ForeignExchangeForwardMemberdch:DowlaisGroupPlcMemberus-gaap:NondesignatedMember2023-01-012023-12-310001062231dch:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2025-01-012025-12-310001062231dch:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231dch:GeneralMotorsMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231dch:GeneralMotorsMember2025-12-310001062231dch:GeneralMotorsMember2024-12-310001062231dch:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2025-01-012025-12-310001062231dch:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231dch:FordMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231dch:FordMember2025-12-310001062231dch:FordMember2024-12-310001062231dch:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2024-01-012024-12-310001062231dch:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2025-01-012025-12-310001062231dch:StellantisMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:SalesRevenueNetMember2023-01-012023-12-310001062231dch:StellantisMember2025-12-310001062231dch:StellantisMember2024-12-310001062231us-gaap:FairValueInputsLevel1Member2025-12-310001062231us-gaap:FairValueInputsLevel1Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:FairValueSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:FairValueSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:ForeignExchangeForwardMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:FairValueSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:FairValueSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:InterestRateSwapMemberus-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMember2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMember2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMember2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:RevolvingCreditFacilityMember2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanAMember2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanAMember2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanAMember2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanAMember2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanBMember2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanBMember2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanBMember2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:TermLoanBMember2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A7.75NotesDue2033Member2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A7.75NotesDue2033Member2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A7.75NotesDue2033Member2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A7.75NotesDue2033Member2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6875NotesMember2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6875NotesMember2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6875NotesMember2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6875NotesMember2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.50NotesMember2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.50NotesMember2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.50NotesMember2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.50NotesMember2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.375NotesDue2032Member2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.375NotesDue2032Member2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.375NotesDue2032Member2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A6.375NotesDue2032Member2024-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A500NotesDue2029Member2025-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A500NotesDue2029Member2025-12-310001062231us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A500NotesDue2029Member2024-12-310001062231us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberdch:A500NotesDue2029Member2024-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310001062231us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-01-012023-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310001062231us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-12-310001062231us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-12-310001062231us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-12-310001062231us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-12-310001062231us-gaap:CostOfSalesMember2025-01-012025-12-310001062231us-gaap:InterestExpenseMember2025-01-012025-12-310001062231us-gaap:OtherIncomeMember2025-01-012025-12-310001062231us-gaap:CostOfSalesMember2024-01-012024-12-310001062231us-gaap:InterestExpenseMember2024-01-012024-12-310001062231us-gaap:OtherIncomeMember2024-01-012024-12-310001062231us-gaap:CostOfSalesMember2023-01-012023-12-310001062231us-gaap:InterestExpenseMember2023-01-012023-12-310001062231us-gaap:OtherIncomeMember2023-01-012023-12-310001062231us-gaap:DomesticPlanMember2025-01-012025-12-310001062231us-gaap:ForeignPlanMember2025-01-012025-12-310001062231us-gaap:DomesticPlanMember2024-01-012024-12-310001062231us-gaap:ForeignPlanMember2024-01-012024-12-310001062231us-gaap:DomesticPlanMember2023-01-012023-12-310001062231us-gaap:ForeignPlanMember2023-01-012023-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-01-012025-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-01-012024-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-01-012023-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2024-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2023-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2025-12-310001062231us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-12-310001062231us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310001062231us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2025-01-012025-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:DomesticPlanMember2025-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:DomesticPlanMember2024-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:DomesticPlanMember2025-01-012025-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:ForeignPlanMember2025-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:ForeignPlanMember2024-12-310001062231us-gaap:EquitySecuritiesMemberus-gaap:ForeignPlanMember2025-01-012025-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:DomesticPlanMember2025-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:DomesticPlanMember2024-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:DomesticPlanMember2025-01-012025-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:ForeignPlanMember2025-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:ForeignPlanMember2024-12-310001062231us-gaap:FixedIncomeFundsMemberus-gaap:ForeignPlanMember2025-01-012025-12-310001062231us-gaap:HedgeFundsMemberus-gaap:DomesticPlanMember2025-12-310001062231us-gaap:HedgeFundsMemberus-gaap:DomesticPlanMember2024-12-310001062231us-gaap:HedgeFundsMemberus-gaap:DomesticPlanMember2025-01-012025-12-310001062231us-gaap:HedgeFundsMemberus-gaap:ForeignPlanMember2025-12-310001062231us-gaap:HedgeFundsMemberus-gaap:ForeignPlanMember2024-12-310001062231us-gaap:HedgeFundsMemberus-gaap:ForeignPlanMember2025-01-012025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:DomesticPlanMember2025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:DomesticPlanMember2024-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:DomesticPlanMember2025-01-012025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2024-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2025-01-012025-12-310001062231us-gaap:DomesticPlanMember2025-12-310001062231us-gaap:DomesticPlanMember2024-12-310001062231us-gaap:ForeignPlanMember2025-12-310001062231us-gaap:ForeignPlanMember2024-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231us-gaap:CashAndCashEquivalentsMember2025-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:USLargeCapMember2025-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:USSmallmidCapMember2025-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:WorldEquityMember2025-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:GovernmentAgenciesMember2025-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:InvestmentGradeCorporateBondsMember2025-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:NoninvestmentGradeCorporateBondsMember2025-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:EmergingMarketDebtMember2025-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231us-gaap:FixedIncomeSecuritiesMember2025-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231us-gaap:CommercialRealEstateMember2025-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001062231dch:OtherAlternativeFundsMember2025-12-310001062231us-gaap:FairValueInputsLevel2Member2025-12-310001062231us-gaap:FairValueInputsLevel3Member2025-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231us-gaap:CashAndCashEquivalentsMember2024-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:USLargeCapMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:USLargeCapMember2024-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:USSmallmidCapMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:USSmallmidCapMember2024-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:WorldEquityMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:WorldEquityMember2024-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:GovernmentAgenciesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:GovernmentAgenciesMember2024-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:InvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:InvestmentGradeCorporateBondsMember2024-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:NoninvestmentGradeCorporateBondsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:NoninvestmentGradeCorporateBondsMember2024-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:EmergingMarketDebtMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:EmergingMarketDebtMember2024-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:FixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231us-gaap:FixedIncomeSecuritiesMember2024-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:CommercialRealEstateMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231us-gaap:CommercialRealEstateMember2024-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001062231dch:OtherAlternativeFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001062231dch:OtherAlternativeFundsMember2024-12-310001062231us-gaap:FairValueInputsLevel2Member2024-12-310001062231us-gaap:FairValueInputsLevel3Member2024-12-310001062231srt:MinimumMemberdch:AnnualRetirementContributionArcMember2025-01-012025-12-310001062231srt:MaximumMemberdch:AnnualRetirementContributionArcMember2025-01-012025-12-310001062231dch:AnnualRetirementContributionArcMember2025-01-012025-12-310001062231dch:AnnualRetirementContributionArcMember2024-01-012024-12-310001062231dch:AnnualRetirementContributionArcMember2023-01-012023-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2022-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2023-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2024-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001062231us-gaap:RestrictedStockUnitsRSUMember2025-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2022-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2023-01-012023-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2023-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2024-01-012024-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2024-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2025-01-012025-12-310001062231dch:FreeCashFlowFCFAwardsMemberus-gaap:PerformanceSharesMember2025-12-310001062231us-gaap:PerformanceSharesMember2025-12-310001062231us-gaap:PerformanceSharesMember2025-01-012025-12-310001062231dch:LongTermCashAwardsLTCAsMember2025-01-012025-12-310001062231dch:LongTermCashAwardsLTCAsMember2024-01-012024-12-310001062231dch:LongTermCashAwardsLTCAsMember2023-01-012023-12-310001062231dch:LongTermCashAwardsLTCAsMember2025-12-310001062231dch:FreeCashFlowFCFAwardsMemberdch:PerformanceUnitsMember2025-01-012025-12-310001062231dch:FreeCashFlowFCFAwardsMemberdch:PerformanceUnitsMember2024-01-012024-12-310001062231dch:FreeCashFlowFCFAwardsMemberdch:PerformanceUnitsMember2023-01-012023-12-310001062231dch:FreeCashFlowFCFAwardsMemberdch:PerformanceUnitsMember2025-12-310001062231dch:FieldActionMember2024-01-012024-12-310001062231srt:NorthAmericaMemberdch:DrivelineMember2025-01-012025-12-310001062231srt:NorthAmericaMemberdch:MetalFormingMember2025-01-012025-12-310001062231srt:NorthAmericaMember2025-01-012025-12-310001062231srt:AsiaMemberdch:DrivelineMember2025-01-012025-12-310001062231srt:AsiaMemberdch:MetalFormingMember2025-01-012025-12-310001062231srt:AsiaMember2025-01-012025-12-310001062231srt:EuropeMemberdch:DrivelineMember2025-01-012025-12-310001062231srt:EuropeMemberdch:MetalFormingMember2025-01-012025-12-310001062231srt:EuropeMember2025-01-012025-12-310001062231srt:SouthAmericaMemberdch:DrivelineMember2025-01-012025-12-310001062231srt:SouthAmericaMemberdch:MetalFormingMember2025-01-012025-12-310001062231srt:SouthAmericaMember2025-01-012025-12-310001062231dch:DrivelineMember2025-01-012025-12-310001062231dch:MetalFormingMember2025-01-012025-12-310001062231srt:NorthAmericaMemberdch:DrivelineMember2024-01-012024-12-310001062231srt:NorthAmericaMemberdch:MetalFormingMember2024-01-012024-12-310001062231srt:NorthAmericaMember2024-01-012024-12-310001062231srt:AsiaMemberdch:DrivelineMember2024-01-012024-12-310001062231srt:AsiaMemberdch:MetalFormingMember2024-01-012024-12-310001062231srt:AsiaMember2024-01-012024-12-310001062231srt:EuropeMemberdch:DrivelineMember2024-01-012024-12-310001062231srt:EuropeMemberdch:MetalFormingMember2024-01-012024-12-310001062231srt:EuropeMember2024-01-012024-12-310001062231srt:SouthAmericaMemberdch:DrivelineMember2024-01-012024-12-310001062231srt:SouthAmericaMemberdch:MetalFormingMember2024-01-012024-12-310001062231srt:SouthAmericaMember2024-01-012024-12-310001062231dch:DrivelineMember2024-01-012024-12-310001062231dch:MetalFormingMember2024-01-012024-12-310001062231srt:NorthAmericaMemberdch:DrivelineMember2023-01-012023-12-310001062231srt:NorthAmericaMemberdch:MetalFormingMember2023-01-012023-12-310001062231srt:NorthAmericaMember2023-01-012023-12-310001062231srt:AsiaMemberdch:DrivelineMember2023-01-012023-12-310001062231srt:AsiaMemberdch:MetalFormingMember2023-01-012023-12-310001062231srt:AsiaMember2023-01-012023-12-310001062231srt:EuropeMemberdch:DrivelineMember2023-01-012023-12-310001062231srt:EuropeMemberdch:MetalFormingMember2023-01-012023-12-310001062231srt:EuropeMember2023-01-012023-12-310001062231srt:SouthAmericaMemberdch:DrivelineMember2023-01-012023-12-310001062231srt:SouthAmericaMemberdch:MetalFormingMember2023-01-012023-12-310001062231srt:SouthAmericaMember2023-01-012023-12-310001062231dch:DrivelineMember2023-01-012023-12-310001062231dch:MetalFormingMember2023-01-012023-12-310001062231us-gaap:EmployeeSeveranceMember2022-12-310001062231us-gaap:OtherRestructuringMember2022-12-310001062231us-gaap:EmployeeSeveranceMember2023-01-012023-12-310001062231us-gaap:OtherRestructuringMember2023-01-012023-12-310001062231us-gaap:EmployeeSeveranceMember2023-12-310001062231us-gaap:OtherRestructuringMember2023-12-310001062231us-gaap:EmployeeSeveranceMember2024-01-012024-12-310001062231us-gaap:OtherRestructuringMember2024-01-012024-12-310001062231us-gaap:EmployeeSeveranceMember2024-12-310001062231us-gaap:OtherRestructuringMember2024-12-310001062231us-gaap:EmployeeSeveranceMember2025-01-012025-12-310001062231us-gaap:OtherRestructuringMember2025-01-012025-12-310001062231us-gaap:EmployeeSeveranceMember2025-12-310001062231us-gaap:OtherRestructuringMember2025-12-310001062231dch:A2024RestructuringPlanMember2025-01-012025-12-310001062231dch:TekforGroupMember2025-01-012025-12-310001062231dch:A2024RestructuringPlanMember2024-01-012025-12-310001062231dch:TekforGroupMember2023-01-012025-12-310001062231srt:MinimumMember2025-12-310001062231srt:MaximumMember2025-12-310001062231country:BR2025-01-012025-12-310001062231country:CN2025-01-012025-12-310001062231country:FR2025-01-012025-12-310001062231country:DE2025-01-012025-12-310001062231country:MX2025-01-012025-12-310001062231country:GB2025-01-012025-12-310001062231us-gaap:ForeignTaxJurisdictionOtherMember2025-01-012025-12-310001062231dch:USTaxAuthorityAndForeignTaxAuthorityMember2023-01-012023-12-310001062231us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310001062231dch:OtherAssetsAndDeferredChargesMember2025-12-310001062231us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001062231dch:OtherAssetsAndDeferredChargesMember2024-12-310001062231us-gaap:AccruedLiabilitiesMember2025-12-310001062231us-gaap:AccruedLiabilitiesMember2024-12-310001062231dch:DeferredTaxAssetsMember2025-12-310001062231dch:DeferredTaxAssetsMember2024-12-310001062231dch:DeferredTaxLiabilitiesMember2025-12-310001062231dch:DeferredTaxLiabilitiesMember2024-12-310001062231country:US2025-12-310001062231country:US2024-12-310001062231us-gaap:NonUsMember2025-12-310001062231us-gaap:NonUsMember2024-12-310001062231country:US2024-01-012024-12-310001062231country:US2025-01-012025-12-310001062231us-gaap:NonUsMember2025-01-012025-12-310001062231us-gaap:NonUsMember2024-01-012024-12-310001062231us-gaap:NonUsMember2023-01-012023-12-310001062231country:IN2025-01-012025-12-310001062231country:TH2025-01-012025-12-310001062231dch:NoticeOfTaxDueMember2025-12-310001062231srt:MinimumMember2025-01-012025-12-310001062231srt:MaximumMember2025-01-012025-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310001062231dch:FinanceLeaseMember2025-12-310001062231dch:OperatingleaseMember2025-12-310001062231us-gaap:PropertyPlantAndEquipmentMember2025-12-310001062231us-gaap:PropertyPlantAndEquipmentMember2024-12-310001062231dch:OperatingLeaseRightOfUseAssetsMember2025-12-310001062231dch:OperatingLeaseRightOfUseAssetsMember2024-12-310001062231dch:CurrentPortionOfOperatingLeaseLiabilitiesMember2025-12-310001062231dch:CurrentPortionOfOperatingLeaseLiabilitiesMember2024-12-310001062231dch:AccruedexpensesandotherMember2025-12-310001062231dch:AccruedexpensesandotherMember2024-12-310001062231dch:LongTermPortionOfOperatingLeaseLiabilitiesMember2025-12-310001062231dch:LongTermPortionOfOperatingLeaseLiabilitiesMember2024-12-310001062231dch:PostretirementbenefitsandotherlongtermliabilitiesMember2025-12-310001062231dch:PostretirementbenefitsandotherlongtermliabilitiesMember2024-12-310001062231us-gaap:AllOtherSegmentsMember2025-01-012025-12-310001062231dch:DrivelineMember2025-12-310001062231dch:MetalFormingMember2025-12-310001062231us-gaap:AllOtherSegmentsMember2025-12-310001062231us-gaap:CostOfSalesMemberdch:DrivelineMember2025-01-012025-12-310001062231us-gaap:CostOfSalesMemberdch:MetalFormingMember2025-01-012025-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:DrivelineMember2025-01-012025-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:MetalFormingMember2025-01-012025-12-310001062231us-gaap:AllOtherSegmentsMember2024-01-012024-12-310001062231dch:DrivelineMember2024-12-310001062231dch:MetalFormingMember2024-12-310001062231us-gaap:AllOtherSegmentsMember2024-12-310001062231us-gaap:CostOfSalesMemberdch:DrivelineMember2024-01-012024-12-310001062231us-gaap:CostOfSalesMemberdch:MetalFormingMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:DrivelineMember2024-01-012024-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:MetalFormingMember2024-01-012024-12-310001062231us-gaap:AllOtherSegmentsMember2023-01-012023-12-310001062231dch:DrivelineMember2023-12-310001062231dch:MetalFormingMember2023-12-310001062231us-gaap:AllOtherSegmentsMember2023-12-310001062231us-gaap:CostOfSalesMemberdch:DrivelineMember2023-01-012023-12-310001062231us-gaap:CostOfSalesMemberdch:MetalFormingMember2023-01-012023-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:DrivelineMember2023-01-012023-12-310001062231us-gaap:SellingGeneralAndAdministrativeExpensesMemberdch:MetalFormingMember2023-01-012023-12-310001062231country:US2025-01-012025-12-310001062231country:US2024-01-012024-12-310001062231country:US2023-01-012023-12-310001062231country:MX2025-01-012025-12-310001062231country:MX2024-01-012024-12-310001062231country:MX2023-01-012023-12-310001062231country:CN2025-01-012025-12-310001062231country:CN2024-01-012024-12-310001062231country:CN2023-01-012023-12-310001062231dch:AsiaexcludingChinaMember2025-01-012025-12-310001062231dch:AsiaexcludingChinaMember2024-01-012024-12-310001062231dch:AsiaexcludingChinaMember2023-01-012023-12-310001062231country:US2023-12-310001062231country:MX2025-12-310001062231country:MX2024-12-310001062231country:MX2023-12-310001062231srt:SouthAmericaMember2025-12-310001062231srt:SouthAmericaMember2024-12-310001062231srt:SouthAmericaMember2023-12-310001062231country:CN2025-12-310001062231country:CN2024-12-310001062231country:CN2023-12-310001062231dch:AsiaexcludingChinaMember2025-12-310001062231dch:AsiaexcludingChinaMember2024-12-310001062231dch:AsiaexcludingChinaMember2023-12-310001062231srt:EuropeMember2025-12-310001062231srt:EuropeMember2024-12-310001062231srt:EuropeMember2023-12-3100010622312025-10-012025-12-310001062231us-gaap:AllowanceForCreditLossMember2022-12-310001062231us-gaap:AllowanceForCreditLossMember2023-01-012023-12-310001062231us-gaap:AllowanceForCreditLossMember2023-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-310001062231us-gaap:InventoryValuationReserveMember2022-12-310001062231us-gaap:InventoryValuationReserveMember2023-01-012023-12-310001062231us-gaap:InventoryValuationReserveMember2023-12-310001062231us-gaap:AllowanceForCreditLossMember2024-01-012024-12-310001062231us-gaap:AllowanceForCreditLossMember2024-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-01-012024-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-12-310001062231us-gaap:InventoryValuationReserveMember2024-01-012024-12-310001062231us-gaap:InventoryValuationReserveMember2024-12-310001062231us-gaap:AllowanceForCreditLossMember2025-01-012025-12-310001062231us-gaap:AllowanceForCreditLossMember2025-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-01-012025-12-310001062231us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-12-310001062231us-gaap:InventoryValuationReserveMember2025-01-012025-12-310001062231us-gaap:InventoryValuationReserveMember2025-12-31

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, ~~2024~~2025

☐ 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~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~CORPORATION

(Exact name of registrant as specified in its charter)


			Delaware						38-3161171
			(State or other jurisdiction of						(I.R.S. Employer
			incorporation or organization)						Identification No.)

			One Dauch Drive, Detroit, Michigan						48211-1198
			(Address of principal executive offices)						(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~~DCH			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 ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 2830, ~~2024~~2025 as reported on the New York Stock Exchange was $64.9908 per share and the aggregate market value of the registrant's Common Stock held by non-affiliates was approximately $~~802~~470.28 million. As of February 1110, ~~2025~~2026, the latest practicable date, the number of shares of the registrant's Common Stock, $0.01 par value, outstanding was ~~117~~235,~~581~~984,~~028~~927 shares.

Documents Incorporated by Reference

Portions of the registrant's Annual Report to Stockholders for the year ended December 31, ~~2024~~2025 and Proxy Statement for use in connection with its Annual Meeting of Stockholders to be held on ~~May~~April 830, ~~2025~~2026, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 31, ~~2024~~2025, are incorporated by reference in Part I (Items 1, 1A, 1B, 1C, 2, 3 and 4), Part II (Items 5, 6, 7, 7A, 8, 9, 9A, 9B and 9C), Part III (Items 10, 11, 12, 13 and 14) and Part IV (Item 15) of this Report.

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~CORPORATION

TABLE OF CONTENTS - ANNUAL REPORT ON FORM 10-K

Year Ended December 31, 2025

			Page Number
Part I	Item 1	Business	2
	Item 1A	Risk Factors	11
	Item 1B	Unresolved Staff Comments	2523
	Item 1C	Cybersecurity	2524
	Item 2	Properties	2726
	Item 3	Legal Proceedings	2726
	Item 4	Mine Safety Disclosures	2726
Part II	Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2827
	Item 6	[Reserved]	2827
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	2928
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	5249
	Item 8	Financial Statements and Supplementary Data	5451
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~105~~104
	Item 9A	Controls and Procedures	~~105~~104
	Item 9B	Other Information	~~105~~104
	Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~105~~104
Part III	Item 10	Directors, Executive Officers and Corporate Governance	~~106~~105
	Item 11	Executive Compensation	~~106~~105
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~106~~105
	Item 13	Certain Relationships and Related Transactions, and Director Independence	~~106~~105
	Item 14	Principal Accounting Fees and Services	~~106~~105
Part IV	Item 15	Exhibits and Financial Statement Schedules	~~107~~106


Part I

Item 1.Business

Effective January 26, 2026, American Axle & Manufacturing Holdings, Inc. changed its name to Dauch Corporation. As used in this report, except as otherwise indicated in information incorporated by reference, references to “our Company,” "we," "our," "us" or “~~AAM~~Dauch” mean ~~American~~Dauch ~~Axle~~Corporation ~~& Manufacturing Holdings, Inc. (Holdings)~~ and its subsidiaries and predecessors, collectively.

General Development of Business

~~Holdings~~The Company, 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, we acquired Metaldyne Performance Group, Inc. (MPG), with MPG becoming a wholly-owned subsidiary of ~~Holdings~~the Company.

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

Narrative Description of Business

Company Overview

AsDauch aCorporation ~~leading~~is ~~global~~a ~~tier~~premier 1Driveline ~~automotive~~ and ~~mobility~~Metal Forming supplier, ~~AAM~~serving ~~designs,~~the ~~engineers~~global ~~and~~automotive ~~manufactures~~industry ~~Driveline~~with ~~and~~a ~~Metal~~powertrain-agnostic ~~Forming~~product ~~technologies~~portfolio tothat ~~support~~supports electric, hybrid, and internal combustion vehicles. ~~Headquartered~~The company is headquartered in Detroit, Michigan, with ~~over~~operations 75that ~~facilities~~span in24 16 countries, ~~AAM~~and ismore ~~bringing~~than 175 locations. Formed through the ~~future~~acquisition ~~faster~~of ~~for~~Dowlais aGroup ~~safer~~plc and ~~more~~its ~~sustainable~~subsidiaries ~~tomorrow~~- GKN Automotive and GKN Powder Metallurgy, Dauch unites deep engineering roots with global manufacturing capabilities and an entrepreneurial spirit to move mobility forward.

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 4244% of our consolidated net sales in ~~2024~~2025, 3942% in ~~2023~~2024, and 4039% in ~~2022~~2023.

We are also ~~supply~~a ~~driveline~~supplier ~~system products~~ to ~~Stellantis~~Ford ~~N.V.~~Motor Company (~~Stellantis~~Ford) for driveline system products on certain vehicle programs including the ~~heavy-duty~~Bronco ~~Ram~~Sport, ~~full-size~~Maverick, ~~pickup~~Escape ~~trucks~~ and ~~its~~Lincoln ~~derivatives. In addition~~Nautilus, and we also sell various products to ~~Stellantis~~Ford from our Metal Forming segment. Sales to ~~Stellantis~~Ford were approximately 1315% of our consolidated net sales in ~~2024~~2025, 1613% in ~~2023~~2024, and 1812% in ~~2022~~2023.

We ~~are~~ also asupply ~~supplier~~driveline tosystem ~~Ford~~products ~~Motor~~to ~~Company~~Stellantis N.V. (~~Ford~~Stellantis) for ~~driveline system products on certain vehicle~~ programs including the ~~Bronco~~heavy-duty ~~Sport,~~Ram ~~Maverick,~~full-size ~~Edge,~~pickup ~~Escape~~truck and ~~Lincoln~~its ~~Nautilus,~~derivatives. ~~and~~In addition, we ~~also~~ sell various products to ~~Ford~~Stellantis from our Metal Forming segment. Sales to ~~Ford~~Stellantis were approximately 13% of our consolidated net sales in 2025, 13% in 2024, and 1216% in 2023 ~~and 2022~~.

No other customer represented 10% or more of consolidated net sales during these periods.

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. We are focused on securing and enhancing our core business of manufacturing products that support internal combustion engine (ICE) vehicle programs by delivering operational excellence and quality products to our customers, while growing our hybrid and electric vehicle business, as end-user acceptance of these vehicle types is expected to grow in the future.

Competitive Strengths

We achieve our strategic objectives by emphasizing a commitment to:

Sustaining our operational excellence and focus on cost management.

•We deliver operational excellence by leveraging our global standards, policies and best practices across all disciplines through the use of ~~the~~our ~~AAM~~operating ~~Operating System~~system, which includes, among other elements, our S4 (S-to-the-fourth) safety system, Q4 (Q-to-the-fourth) quality system and E4 (E-to-the-fourth) energy and environmental sustainability system. We use ~~this~~our operating 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.

•We maintain a cost competitive, operationally flexible global manufacturing, engineering and sourcing footprint to compete in global growth markets, support global product development initiatives and maintain 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, helping to ensure continuity of supply for certain parts to our largest manufacturing facilities.

•During ~~2024~~2025, we launched 11seven programs across our business units for our customers including GMFord, Stellantis, ~~Mercedes-AMG~~Skywell and ~~Audi~~Dongfeng Motor Group. In ~~2025~~2026, we expect to launch new and replacement programs for a variety of customers across our business units with ~~Stellantis~~GM, Audi, ~~and Skywell~~Volkswagen, ~~among~~FAW ~~others~~Group and Phoebus.

Maintaining our high quality standards, which are the foundation of our product durability and reliability.

•~~AAM's~~Our Q4 internal quality assurance system drives continuous improvement to meet and exceed the growing expectations of our OEM customers.

•In ~~2024~~2025, ~~five~~four of our global facilities received the GM Supplier Quality Excellence Award for outstanding quality performance during the ~~2023~~2024 performance year. Additionally, our Changshu, China facility received the GM Quality Pioneer Award for the 2024 performance year.

•~~AAM~~For ~~was also recognized in 2024 for quality by several other customers including~~ the ~~Paccar~~2025 10performance ~~PPM Quality Award at our Hausach~~year, ~~Germany facility,~~ the ~~Ashok~~Company ~~Leyland~~was ~~Certificate~~recognized ofby ~~Appreciation~~Ford ~~for~~with ~~Consistent Quality Performance at our Chennai, India facility and Pune, India facility,~~ the ~~Chery~~Q1 ~~Excellent Supplier Award at our Changshu, China facility and the Jaguar Land Rover~~ Quality Award at our ~~Eisenach~~Minerva, ~~Germany~~Ohio facility.

•~~For~~The ~~the~~Company ~~2024~~was ~~performance~~also ~~year,~~recognized ~~AAM~~in ~~was~~2025 ~~recognized~~for quality by ~~Ford~~several ~~with~~other customers. We received the Q1Mahindra ~~Quality~~Innovation Award at our ~~Bluffton~~Chakan, ~~Indiana~~India facility, the Dongfeng Motor Group Fearless & Conquer Outstanding Award and Fearless & Conquer Pioneer Team Award at our ~~Pyeongtaek~~Changshu, ~~South~~China ~~Korea~~facility and the Daimler Best Supplier Award in the delivery category at our former Pune, India facility.

Achieving technology leadership by delivering innovative products that enhance our product portfolio while increasing our total global served market.

We are focused on securing and enhancing our core business, as the cash flows generated from our existing programs and products contribute to our research and development (R&D) investments that are expected to bring the future of the automotive industry faster.

Securing and Enhancing Our Core Business

•~~AAM~~The Company 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~~we isare well positioned to offer innovative, industry leading solutions. Our portfolio includes high-efficiency ~~axles,~~steel and aluminum axles, ~~and~~as well as AWD applications. ~~AAM's~~Our lightweight axle technology features an innovative design, which offers significant mass reduction, ~~and~~resulting in increased fuel economy ~~and efficiency~~ that is scalable across multiple applications without the loss of performance or power.

•We have secured our core business as we have been awarded multiple next-generation full-size pickup truck front and rear axle programs, sport utility vehicle programs and crossover vehicle programs with OEM customers, and by also being named as the axle supplier for GM's Chevrolet Colorado and GMC Canyon mid-size pickup trucks. These ~~awards~~recently launched programs are expected to generate revenues ~~from mid-decade to~~ beyond 2030.

•Our Metal Forming segment represents the largest automotive forging operation in the world, and 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, highly precise and power-dense products. During ~~2024~~2025, our Metal Forming segment was awarded multiple new and replacement programs that support global OEMs' internal combustion engine and hybrid vehicle component programs ~~by global OEMs~~.

•WeOur ~~continue~~acquisition toof ~~evaluate~~Dowlais ~~our~~increases ~~existing product portfolio for areas that are not core to~~ our ~~business~~size inand ~~order to enhance AAM's ability to compete globally while remaining cost competitive. During 2024~~scale, weas ~~entered~~well ~~into~~as afurther ~~definitive~~diversifies ~~agreement to sell~~ our ~~commercial~~core ~~vehicle axle~~ business ~~and~~by ~~related~~adding ~~assets~~complementary ~~in India (AAM India Manufacturing Corporation Pvt.~~products, ~~Ltd.)~~including ~~for a sales price of $65 million~~sideshafts, ~~subject~~ to ~~certain~~our ~~customary~~Driveline ~~adjustments~~product ~~at closing~~portfolio. ~~The sale is expected to close in the first half of 2025, subject to customary closing conditions, including the receipt of regulatory approvals.~~

•We continue to evaluate our existing product portfolio for areas that are not core to our business in order to enhance the Company's ability to compete globally while remaining cost competitive. During 2025, we completed the sale of our commercial axle business in India (AAM India Manufacturing Corporation Pvt., Ltd.) for approximately $65 million, net of closing adjustments. Additionally, we exited our 50% ownership of both of our Chinese joint ventures, Hefei AAM Automotive Driveline & Chassis System Co., Ltd. and Liuzhou AAM Automotive Driveline System Co., Ltd., for approximately $30 million.

Bringing the Future Faster

•~~AAM~~The Company'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) in Michigan works closely 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. Our European Headquarters and Engineering Center (EHEC) in Langen, Germany, serves as our center of excellence for research and development, product testing and prototype development in Europe, and our Innovation Center at the Richard E. Dauch Institute in Mexico is focused on identifying ways to improve productivity while implementing manufacturing solutions, as well as educating our associates on process optimization and technology advances.

•~~AAM's~~Our investment in R&D has resulted in the development of advanced technology products designed to assist our customers in meeting the market demands for vehicle electrification; advanced and sophisticated electronic controls; lower emissions; enhanced power density; improved ride and handling performance; and enhanced reliability and durability.

•~~AAM's~~Our electric drive 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. This includes our e-Beam axles which incorporate high-reduction gearboxes and highly-integrated inverters. These hybrid and electric driveline systems leverage ~~AAM~~the Company'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. Our e-drive technology is designed to be segment agnostic, enabling our products to support a variety of markets and vehicle types.

•During ~~2024~~2025, ~~AAM~~we announced a new business ~~awards~~award into ~~the~~supply ~~Chinese~~front ~~market~~electric todrives ~~supply~~and ~~Xpeng~~rear ~~DiDi~~electric ~~with~~beam ~~3-in-1~~axles ~~electric~~for ~~drive~~Scout ~~units,~~Motors' ~~and~~much toanticipated ~~supply~~launch eof the all-~~Beam~~new ~~axles~~Scout® toTraveler™ ~~Skywell~~SUV ~~which~~and isScout® Terra™ truck. These future programs are expected to ~~launch~~begin initial production in ~~2025~~2027.

•Also during ~~2024~~2025, ~~AAM~~the ~~announced~~Company awas ~~new~~awarded ~~business~~multiple ~~award~~new toprograms ~~supply~~for ~~components~~both toDriveline aand ~~global~~Metal ~~OEM~~Forming ~~for~~products ~~its new modular platform~~ that ~~will~~ support ~~multiple propulsion systems, as well as new business awards to supply various~~ electric vehicle ~~components for multiple OEM customers, including electric drive gears for a European OEM~~programs.

•Additionally, we received the 2025 Altair Enlighten Award for outstanding advancements in automotive lightweighting and sustainability. The Company was recognized for our modular lightweight axle housing design.

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 long-standing relationships with GM, ~~Stellantis~~Ford and ~~Ford~~Stellantis, we are focused on generating profitable growth with new and existing global customers. Recent new business awards and program launches include customers such as ~~Xpeng~~Scout ~~DiDi~~Motors, Dongfeng, Skywell, Audi, Volkswagen, FAW Group and ~~Skywell~~Phoebus.

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. To expand our global capabilities, we have established business offices and engineering centers of excellence in research and development, product testing and prototype development in North America, Europe and Asia.

•We continue to evaluate and consider strategic opportunities that will complement our core strengths, supplement our diversification strategies and increase our presence in global markets, while providing future, profitable growth prospects. OnOur ~~January~~acquisition ~~29, 2025, we announced that we had reached an agreement with the Board~~ of ~~Directors of~~ Dowlais Group plc (Dowlais) on the terms of a recommended cash and share offer to be made by AAM to acquire the entire issued and to be issued ordinary share capital of Dowlais for approximately $1.44 billion in cash and AAM shares. Our pending combination with Dowlais is a key step in achieving our goals of customer, product and geographic diversification, as well as significantly increasing our size and scale.

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, delivery and cost are the primary elements of competition in our industry segments. In addition to traditional competitors in the automotive sector, ~~the~~advancements ~~trend~~in ~~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, aluminum and 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 help to 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. If 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.

The automotive industry continues to experience volatility in metal and commodity costs. In addition, labor shortages in certain regions in which our suppliers operate could cause production delays, a shortage of materials that we use in our manufacturing operations or increased cost of productive materials.

Patents and Trademarks

We maintain and have pending various ~~United States (~~U.S.) and non-U.S. 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 also 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 the month of December. Our major OEM customers also occasionally have longer shutdowns of operations 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, contractual matters, and environmental obligations. Although the outcome of these matters cannot be predicted with certainty, at this time 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, financial condition or cash flows.

We file U.S. federal, state and local income tax returns, as well as non-U.S. income tax returns in jurisdictions throughout the world. We are also subject to examinations of these tax returns by the relevant tax authorities. Negative or unexpected outcomes of these examinations and audits, and any related litigation, could have a material adverse impact on our results of operations, financial condition and cash flows. See Note 13 - Income Taxes for additional discussion regarding examinations and audits of our tax returns and pending ~~tax~~ litigation.

We are subject to various federal, state, local and non-U.S. 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 ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Environmental, ~~Social~~Sustainability and ~~Governance~~Human Capital Management

Environmental Sustainability

We are committed throughout our operations to the conservation and protection of our natural resources and the environment. ~~The~~Our ~~AAM~~operating ~~Operating~~system ~~System~~ includes our E4 system, which is ~~AAM~~the Company’s energy and environmental sustainability program designed to drive continuous improvement in our operations by reducing energy consumption, greenhouse gas (GHG) emissions and water usage, while minimizing waste and lessening the environmental impact of our production operations. Additionally, we have committed to reaching net-zero carbon emissions by 2040, and have received the validation of our net-zero emissions targets by the climate-action organization Science Based Targets Initiative. We also have established a goal to purchase 100% of energy from renewable sources for our global operations by 2035, and achieved our goal to purchase 100% of energy from renewable sources for our U.S. operations by the end of 2025 ~~and globally by 2035~~.

We are subject to risks of environmental issues, including impacts of climate-related events, that could result in unforeseen disruptions or costs to our operations. We did not experience any climate-related events in ~~2024~~2025, ~~2023~~2024 or ~~2022~~2023 that we believe had, or could have, a material adverse impact on our results of operations, financial condition and cash flows.

Human Capital Management

Our ability to sustain and grow our business requires us to attract, retain and develop a highly skilled and diverse workforce. WeAs ~~employ~~of December 31, 2025, prior to the completion of the Business Combination, we employed approximately 1918,000 associates on a global basis, of which 65,000 are employed in the U.S. and 13,000 are employed at our non-U.S. locations. Approximately 5,000 are salaried associates and approximately 1413,000 are hourly associates. Of the 1413,000 hourly associates, approximately 7376% are represented under collective bargaining agreements with various labor unions.

Creating an Inclusive, ~~Equitable and Diverse~~ Culture

~~At AAM, we believe diversity drives creativity.~~ We believe an inclusive culture encourages, supports and celebrates the unique voices of our global workforce. ~~AAM~~The Company is committed to listening, learning and taking action that will move our company and our communities forward, together. Embracing ~~diversity~~an ~~promotes~~inclusive ~~innovation~~culture ~~and~~ helps ~~AAM~~us to attract and retain the best talent everywhere we do business.

~~AAM~~The Company’s commitment to inclusion begins with our Board of Directors (Board). The Board’s active oversight reflects the importance of an inclusive culture to our business and demonstrates the power of accountability to this critical area of focus. With oversight from our Board and direction from senior leadership, our ~~DEI~~Inclusion Steering Committee ~~(DEI Committee)~~ helps to ensure that our actions are guided by the experiences and recommendations of our associates. Comprised of talented ~~and diverse~~ associates, the ~~DEI~~Inclusion Steering Committee helps provide direction to advance a respectful and inclusive company culture. We have also established Regional ~~DEI~~Inclusion Steering Committees in Asia, Brazil, Mexico and ~~Mexico~~Europe to provide additional support locally for these regions.

In ~~2024~~2025, we continued to focus on supporting an inclusive culture though our five strategic pillars: 1) enhancing inclusion skills, 2) maintaining a safe and inclusive environment, 3) providing equitable talent management and inclusive benefits and policies, 4) supporting stakeholder engagement, and 5) reinforcing leadership ownership and accountability, as our focus moved from awareness of this area to inclusive actions to support organic growth across our organization.

WeAnother ~~continue~~area toof ~~monitor~~continued ~~our~~focus ~~progress~~to onfoster ~~our~~a ~~Global~~culture ~~DEI~~of ~~2+1~~inclusion ~~Program,~~and ~~which~~develop ~~focuses~~a onmore ~~two~~engaged ~~global~~workforce ~~topics~~is the sponsorship of ~~valuing~~our ~~differences~~Associate ~~and~~Resource ~~improving~~Groups ~~the~~(ARGs) ~~representation~~which ofprovide ~~women~~a inforum ~~our~~for ~~global~~associates ~~workforce.~~with Inshared ~~addition~~experiences, ~~each~~characteristics ~~AAM~~or ~~facility~~backgrounds ~~continues~~ to ~~focus~~connect onand ~~their~~enhance ~~selected~~career ~~(+1)~~and ~~topic~~personal ~~based~~development. onOur ~~their~~ARG ~~local~~events ~~initiatives~~focus toon ~~support~~company, ~~our~~culture, ~~2030~~community ~~demographic~~and ~~goals~~career, ~~around~~as ~~the~~well ~~world~~as various learning opportunities.

Another area of continued focus to foster a culture of inclusion and develop a more diverse workforce is the sponsorship of our Associate Resource Groups (ARGs) which provide a forum for associates with shared experiences, characteristics or backgrounds to connect and enhance career and personal development. Our ARGs include: POWhER, Young Professionals, U.S. Veterans, Black Associate Network and Latin America Talent Inclusion Network. Our ARG events focus on company, culture, community and career, as well as various learning opportunities.

Attracting and Retaining Associates

Our ~~AAM360 program serves as the foundation for our~~ recruitment and retention strategy. ~~Its~~is based on four components that are designed to enhance our associates’ experience at ~~AAM~~the Company and includes associate health and safety, professional development, competitive compensation and benefits and the global community. These programs offer resources, tools and events that are designed to empower associates in their work and personal lives. Empowerment of our associates is essential to continuously improving our quality performance, technology leadership and operational excellence, and enabling our associates to grow professionally into the leaders that will guide ~~AAM~~the Company into the future.

~~Our~~These ~~AAM360~~programs ~~program~~ also ~~assists~~assist management in developing and implementing standards for recruitment and selection of a knowledgeable ~~and diverse~~ workforce, promoting learning and growth and driving effective performance while fostering an environment of open communication with ~~AAM~~the Company's leadership in a variety of formats, including townhall-style meetings. ~~AAM~~The Company's associates can also raise issues and concerns to the attention of management through the use of associate surveys and our 24/7 ethics hotline. Through ~~our~~this ~~AAM360~~ program, ~~AAM~~the Company's 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.

A significant portion of our hourly associates worldwide are members of industrial trade unions employed under the terms of collective bargaining agreements. We partner with local union representatives to continue to improve upon our ~~associate~~associates's safety conditions and personal development.

Developing Associates

We have established sustainable and adaptable talent management programs focused on the training and development of our associates. This development starts with early career programs and progresses through leadership development. These programs are designed to help associates realize their full potential by understanding the expectations of their current role and setting goals for future growth and learning, which contributes to the overall success of ~~AAM~~the Company.

Health and Wellness Programs

AtThe ~~AAM, the~~ health of our associates is very important to us. We maintain a comprehensive, interactive and personalized wellness program to make it easy for our associates and their families to live a healthier lifestyle and help achieve personal wellness goals.

S4 (S-to-the-Fourth) Safety System

AtOur ~~AAM, our~~ first responsibility every day, in every facility, is the safety of our global associates. ~~AAM’s~~Our 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. AtWe ~~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. We continuously monitor our facilities' progress in the S4 Safety System. In ~~2024~~2025, our TRIR was 0.766 – a reduction of approximately 6769% in recordable injuries since the S4 program began in 2015.

Partnering with our Global Communities

~~AAM~~The Company believes that we have a responsibility to give back to the communities in which we live and work. ~~AAM~~We ~~has~~have 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~~our associates across the globe regularly participate in charitable and community events that allow our team to contribute to causes important to them.

~~Executive Officers of AAM~~8

Name

Age

Position

David C. Dauch

Chairman of the Board & Chief Executive Officer

Terri M. Kemp

Senior Vice President - Human Resources & Sustainability

Michael J. Lynch

President & Chief Operating Officer

Christopher J. May

Executive Vice President & Chief Financial Officer

Tolga I. Oal

President - Driveline

Matthew K. Paroly

Vice President & General Counsel

Executive Officers of the Company

David C. Dauch, age 60, 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 (2009 - 2012) and held several other positions of increasing responsibility from the time he joined AAM in 1995. Presently, he serves on the boards of REV Group, Inc., Business Leaders for Michigan, the Detroit Regional CEO Council, the Detroit Economic Club, the Detroit Regional Chamber, the Detroit Regional Partnership, the Great Lakes Council Boy Scouts of America, the Boys & Girls Clubs of Southeast Michigan, the National Association of Manufacturers (NAM), the Stellantis Supplier Advisory Council, Amerisure Mutual Holdings, Inc. and the Amerisure Companies.

Name

Age

Position

David C. Dauch

Chairman of the Board & Chief Executive Officer

Markus Bannert

President - Metal Forming

Terri M. Kemp

Senior Vice President - Chief of Staff & Sustainability

Michael J. Lynch

President - Driveline

Christopher J. May

Executive Vice President & Chief Financial Officer

Tolga I. Oal

President - Axle Systems

~~Terri~~David MC. ~~Kemp~~Dauch, age 5961, has been ~~Senior~~the ~~Vice~~Company's ~~President~~Chief -Executive ~~Human~~Officer ~~Resources~~since &September ~~Sustainability~~2012. Mr. Dauch has served on the Company's Board of Directors since ~~March~~April ~~2023~~2009 and was appointed Chairman of the Board in August 2013. ~~Prior~~From toSeptember ~~that~~2012 through August 2015, ~~she~~Mr. Dauch served as ~~Senior~~the ~~Vice~~Company’s President -& ~~Human~~CEO. ~~Resources~~Prior ~~(since~~to ~~January 2023)~~that, ~~Vice~~Mr. Dauch served as President -& ~~Human~~Chief ~~Resources~~Operating Officer (~~since~~2009 ~~September~~- 2012), ~~Executive~~and ~~Director~~held -several ~~Human~~other ~~Resources~~positions &of ~~Labor~~increasing ~~Relations~~responsibility ~~(since~~from ~~November~~the ~~2010)~~time he joined the Company in 1995. Presently, ~~Executive~~he ~~Director~~serves -on ~~Human~~the ~~Resources~~boards ~~(since~~of ~~September~~Business ~~2009)~~Leaders for Michigan, ~~Director~~the -Detroit ~~Human~~Regional ~~Resources~~CEO ~~Operations~~Council, ~~(since~~the ~~October~~Detroit ~~2008)~~Economic Club, ~~and~~the ~~served~~Detroit inRegional ~~various~~Chamber, ~~plant~~the ~~and~~Detroit ~~program~~Regional ~~management~~Partnership, ~~roles~~the ~~since~~Great ~~joining~~Lakes ~~AAM~~Council inBoy ~~July~~Scouts ~~1996.~~of ~~Prior~~America, tothe ~~joining~~Boys ~~AAM,~~& ~~Mrs.~~Girls ~~Kemp~~Clubs ~~served~~of ~~for~~Southeast ~~nine~~Michigan, ~~years~~the atNational ~~Corning~~Association ~~Incorporated~~of Manufacturers (NAM), ~~where~~the ~~she~~Amerisure ~~progressed~~Companies ~~through~~and athe ~~series~~REV ofGroup, ~~manufacturing~~Inc. ~~positions~~Mr. ~~with~~Dauch ~~increasing~~is ~~responsibility,~~also ~~including~~a ~~Industrial~~member ~~Engineer,~~of ~~Department~~the ~~Head~~Stellantis Supplier Advisory Council and ~~Operations~~the ~~Manager~~Miami University Advisory Council.

~~Michael~~Markus ~~J. Lynch~~Bannert, age 6052, has been ~~AAM~~the Company's President &- ~~Chief~~Metal ~~Operating~~Forming ~~Officer~~ since ~~March~~joining ~~2023.~~the ~~Prior~~Company ~~to that, he served~~ as ~~Chief~~part ~~Operating~~of ~~Officer~~the ~~(since~~Business ~~December~~Combination ~~2022),~~completed ~~President~~on -February ~~Driveline (since November 2021)~~3, ~~Vice~~2026. ~~President~~Prior -to ~~Finance~~joining &the ~~Controller (since February 2017)~~Company, ~~Vice~~Mr. ~~President~~Bannert -served ~~Driveline~~as ~~Business~~the ~~Performance~~Chief ~~& Cost Management (since May 2015); Vice President - Finance & Controller (since September 2012);~~ Executive ~~Director~~Officer &of ~~Controller~~GKN ~~(since~~Automotive. ~~October~~Prior ~~2008);~~to ~~Director~~joining -GKN ~~Commercial~~Automotive ~~Analysis~~in ~~(since July 2006); Director - Finance~~2019, ~~Driveline~~Mr. ~~Americas~~Bannert ~~(since~~held ~~March~~various ~~2006);~~leadership ~~Director~~positions -at ~~Investment~~Hella &GmbH ~~Commercial~~within ~~Analysis (since November 2005); Director - Finance~~finance, ~~Driveline (since October 2005); Director - Finance Operations~~operations, ~~U.S.~~program ~~(since~~management ~~April~~and ~~2005);~~general ~~Manager - Finance~~management, ~~Detroit~~including ~~Manufacturing~~Chief ~~Facility~~Executive ~~(since~~Officer ~~June~~of ~~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~~Hella ~~Manufacturing~~Lighting ~~Facility since joining AAM in September 1996~~division. ~~Prior to joining AAM, Mr. Lynch served at Stellar Engineering for nine years in various capacities.~~

Terri M. Kemp, age 60, has been the Company's Senior Vice President - Chief of Staff & Sustainability since the completion of the Business Combination on February 3, 2026. Prior to that she served as Senior Vice President - Chief of Staff (since July 2025), Senior Vice President - Human Resources & Sustainability (since March 2023), Senior Vice President - Human Resources (since January 2023), Vice President - Human Resources (since September 2012), 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 the Company in July 1996. Prior to joining the Company, 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.

Michael J. Lynch, age 61, has been the Company's President - Driveline since the completion of the Business Combination on February 3, 2026. Prior to that, he served as President & Chief Operating Officer (since March 2023), Chief Operating Officer (since December 2022), President - Driveline (since November 2021), Vice President - Finance & Controller (since February 2017), 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, Detroit Manufacturing Facility (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 the Company in September 1996. Prior to joining the Company, Mr. Lynch served at Stellar Engineering for nine years in various capacities and began his automotive career with Concord Design.

Christopher J. May, age 5556, has been Executive Vice President & Chief Financial Officer since January 2023. Prior to that, he served as Vice President & Chief Financial Officer (since August 2015), 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~~the Company in 1994. Prior to joining ~~AAM~~the Company, Mr. May served as a Senior Accountant for Ernst & Young. Mr. May is a certified public accountant.

Tolga I. Oal, age 5354, has been the Company's President - ~~Driveline~~Axle Systems since the completion of the Business Combination on February 3, 2026. Prior to that, he served as President - Driveline since December 2022 when he rejoined ~~AAM~~the Company after serving as Co-Chief Executive Officer of Howmet Aerospace until October 2021. From 2015 to 2019, he served in various executive positions at ~~AAM~~the Company including Senior Vice President - Global Procurement and Supplier Quality Engineering (since January 2019), President - Driveline (since September 2018), and Senior Vice President - AAM and President - AAM North America (since September 2015). Prior to joining ~~AAM~~the Company in 2015, Mr. Oal served as Vice President of Global Electronics for TRW Automotive, since 2012. Before that, Mr. Oal served in various manufacturing and management positions of increasing responsibility within TRW for Global Electronics, including Director of Operations and as Director of Finance. Prior to joining TRW, Mr. Oal held various leadership positions in engineering, sales, purchasing, and finance at Siemens VDO Automotive/Continental.

Matthew K. Paroly, age 59, has been Vice President and General Counsel since joining AAM in May 2023. Prior to joining AAM, Mr. Paroly served as Vice President, Chief Legal Officer, Global ESG Director and Company Secretary for TI Fluid Systems plc. Prior to joining TI Fluid Systems, Mr. Paroly served as Vice President and Chief Legal Officer at Nexteer Automotive Inc. and Vice President and General Counsel at Fisker Automotive Inc. He has more than 30 years of experience in private law practice and in-house executive and legal positions at both public and private companies, including over 20 years of experience in the automotive industry. Mr. Paroly holds a juris doctor degree.

Internet Website Access to Reports

The website for ~~American~~Dauch ~~Axle~~Corporation ~~& Manufacturing Holdings, Inc.~~ is www.~~aam~~dauch.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.

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 has been, and could continue to 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. 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. A significant disruption in the supply of components or materials could have a material adverse effect on our results of operations and financial condition.

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, including tariffs, or financial or operational instability of suppliers, natural disasters, industrial incidents or pandemic or epidemic illness that could cause a disruption in the supply of critical components to us and our customers. As a result, we may experience volatility in our sales and production schedules, including manufacturing downtime and increased inventory levels, which could negatively impact our production efficiency and financial condition.

In addition, we may experience a shortage of qualified hourly labor availability in certain regions in which we operate, contributing to production volatility and inefficiencies in the manufacturing process, as well as increased labor costs, resulting in lower gross margins at certain of our manufacturing facilities. If we cannot secure sufficient hourly labor resources, we may be unable to protect continuity of supply and meet customer demand, which could have a material adverse effect on our results of operations and financial condition.

Our business could be adversely affected by volatility in the price or availability of raw materials, utilities, natural resources and transportation.

We may experience volatility, whether from inflation or otherwise, in the cost or availability of raw materials used in production, including steel, aluminum 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. We may also experience volatility in the cost or availability of freight and logistics carriers as a result of supply chain constraints, or otherwise. If we are unable to pass such cost increases on to our customers, or are otherwise unable to mitigate these cost increases through continued technology improvements, cost reductions or other productivity initiatives, 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.

Our business is significantly dependent on sales to GM, ~~Stellantis~~Ford and ~~Ford~~Stellantis.

Sales to GM were approximately 4244% of our consolidated net sales in ~~2024~~2025, 3942% in ~~2023~~2024, and 4039% in ~~2022~~2023. 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 ~~Stellantis~~Ford accounted for approximately 1315% of our consolidated net sales in ~~2024~~2025, 1613% in ~~2023~~2024, and 1812% in ~~2022~~2023, and sales to ~~Ford~~Stellantis ~~accounted~~were ~~for~~ approximately 13% of our consolidated net sales in both 2025 and 2024, and 1216% in 2023 ~~and 2022~~. A reduction in our sales to either ~~Stellantis~~Ford or ~~Ford~~Stellantis or a reduction by ~~Stellantis~~Ford or ~~Ford~~Stellantis 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~~, as a result of a shift in vehicle architecture from ICE to electrification, or otherwise~~.

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 customer sourcing strategies, trade agreements between Mexico and other jurisdictions, including the ~~U.S.~~expected 2026 review of the United States-Mexico-Canada Agreement (USMCA), tariffs, compliance with customs regulations, exchange rate fluctuations between the U.S. dollar and the Mexican peso, tax law changes, changes to our operating structure in Mexico, labor disputes or shortages, logistical constraints, natural disasters, availability of natural resources or utilities, pandemic or epidemic illness, 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 manufacturing and business processes or activities. ~~Additionally~~In addition, weboth ~~and~~our ~~certain~~organization ofand ~~our~~select third-party vendors ~~collect~~gather and ~~store~~maintain personal or confidential information, including personally identifiable information, inas ~~connection~~part ~~with~~of our human resources ~~operations~~activities ~~and~~or other ~~aspects of our~~ business operations. The secure operation of these information technology networks and systems and the proper processing and maintenance of this information ~~are~~is critical to our manufacturing and business operations. ~~Although~~Challenges wesuch ~~have~~as ~~implemented~~malware, ~~robust~~unauthorized ~~security~~access ~~measures,~~and wecyber ~~cannot~~attacks, beincluding ~~certain~~those that ~~the~~use ~~security~~advanced ~~measures~~artificial weintelligence, ~~have~~phishing incampaigns ~~place~~that totarget ~~protect~~our ~~these~~associates, ~~systems~~as ~~and~~well ~~data~~as ~~will~~other bedisruptions, ~~successful~~continue ~~or sufficient~~ to ~~protect~~evolve ~~our~~and ITmay ~~systems~~surpass ~~from~~our current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack, including increasingly sophisticated cyber attacks that incorporate the use of artificial intelligence, and other similar disruptionssafeguards. In addition, we are exposed to similar risks resulting from cyber ~~attacks~~incidents experienced by our customers, suppliers and third-party service providers. The occurrence of any of these events could compromise our networks, or the networks of our suppliers and third-party service providers, and the information stored there could be accessed, publicly disclosed or lost.

Any such access, disclosure or other loss of information could result in disruption of our operations, 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. In the future, we may be required to incur significant costs to protect against or repair damage ~~caused~~resulting byfrom ~~these~~ disruptions or security breaches, or as awell ~~result~~as ofto ~~implementing~~implement business continuity ~~processes~~measures in response to ~~disruptions~~such ~~or security breaches~~events. See Item 1C. Cybersecurity for additional ~~detail~~details regarding our cybersecurity risk management, strategy and governance.

Our company, our suppliers or our customers and their suppliers 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 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, or a shift in product mix from traditional ICE programs to hybrid and electric vehicle programs, may adversely affect production rates, capacity utilization or other operational efficiency and profitability measures at our facilities. In addition, if production levels for new product programs are lower than expected, due to end-user acceptance of the products or otherwise, we may not recover the capital investment required to launch such new product programs, which may be significant.

We may also experience difficulties with the performance of our supply chain, or the supply chains of our customers and their suppliers, 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.

Our company may not realize all of the revenue expected, or we may experience delays in realizing the expected revenue, 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. Further, as a portion of our ~~backlog~~business is associated with electric vehicles, these risks could be exacerbated due to uncertainty related to end-user acceptance rates and the availability of critical charging infrastructure. 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~~awards.

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~~Many of the products that we produce are complex and certain of the programs for which we have warranty obligations are high volume in nature. The repair or replacement of these components can be labor intensive or could impact a significant number of components, either of which could result in significant costs. As a result, 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.

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, or may become, members of industrial trade unions employed under the terms of collective bargaining agreements. There can be no assurance that future negotiations with labor unions, including those related to the 2026 expiration of the collective bargaining agreement with the labor union representing certain of our associates at our largest U.S. facility, 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. Additionally, inrecent ~~2023, new~~ labor agreements between the UAW and our three largest customers were ratified and resulted in significant compensation increases for the UAW associates. There can be no assurance that future negotiations, whether between ~~AAM~~the Company and the labor unions representing certain of our hourly associates or between our customers or suppliers and the labor unions representing certain of their hourly associates, will not result in additional labor cost increases or other terms and conditions that could adversely affect our results of operations and financial condition, our ability to compete for future business or our ability to attract and retain qualified associates.

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 cannot attract and retain qualified personnel in key positions and functions.

Our success depends, in part, on the efforts of our executive officers and other key salaried and hourly associates, such as global operational leadership, engineers, information technology professionals and associates with experience in skilled trades, and those associates joining the Company as a result of the Business Combination. 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 inability to attract or retain associates, including those associates joining the Company as a result of the Business Combination, could have a material adverse effect on our results of operations and financial condition.

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.

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~~in ofaddition, ~~our contracts allow us to adjust prices for engineering changes requested by our customers. If~~ we occasionally accommodate a customer's demand for higher annual price reductions. ~~and~~If we are unable to offset the impact of any such price reductions through continued technology improvements, including the potential use of artificial intelligence, cost reductions or other productivity initiatives, our results of operations and financial condition could be adversely affected.

Our business faces substantial competition.

The markets in which we compete are highly competitive. Our competitors include the in-house operations of many vertically integrated OEMs, as well as many other global companies possessing the capability to produce some or all of the products we supply. In addition to traditional competitors in the automotive sector, the growth of advanced electronic integration and electrification has increased the level of new market entrants, including technology companies. ~~Some~~Further, ~~of our competitors are affiliated with~~ OEMs and ~~others~~their ~~could~~suppliers ~~have~~from ~~economic~~China ~~advantages~~are asexpanding ~~compared~~into toother ~~our~~regions ~~business, such as scale of operations, patents, existing underutilized capacity~~ and ~~lower~~could ~~wage~~gain ~~and~~market ~~benefit costs. Technology~~share, ~~design,~~especially ~~quality,~~in ~~delivery~~regions ~~and~~where ~~cost are~~ the ~~primary~~potential ~~elements~~shift ofto ~~competition~~electric ~~in our markets. As a result of these competitive pressures~~ and ~~other~~hybrid ~~industry~~vehicles ~~trends,~~is ~~OEMs and suppliers are developing strategies to reduce costs~~emerging.

Some of our competitors are affiliated with OEMs and others could have economic advantages as compared to our business, such as scale of operations, 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, as well as insourcing, vertical integration, global sourcing by OEMs and use of artificial intelligence and machine learning. 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 hybrid and 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 could be adversely affected by global industry uncertainty associated with transitioning from internal combustion engine vehicle products to electric vehicle products.

There are significant risks inherent in the industry shift to electric vehicles and expansion of vehicle electrification, as well as the resulting change in product mix toward systems and components that will support this shift. These risks include significant capital investment, often with long lead times prior to start of production for these programs, accelerated product development cycles, and material and labor requirements and sources which differ from those used in internal combustion engine vehicle components. In addition, barriers to the adoption of electric vehicles by end-users, such as safety concerns, infrastructure limitations, range and performance anxiety and cost, create difficulty for our customers to predict the rate at which consumers will accept electric vehicles. This creates significant uncertainty in estimating production volumes and associated profitability for electric vehicle programs and the timing of production for these programs. This uncertainty could result in ~~AAM~~the Company’s actual revenues differing materially from those previously estimated and included in our new and incremental business backlog or could result in a change in the timing of recognizing revenues as production dates are subject to change.

Our business is dependent on certain global automotive market segments.

A substantial portion of our revenue is derived from products supporting internal combustion engine light truck and SUV platforms and 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 and preference; adverse economic conditions, such as recession or recessionary concerns; the impact of vehicle price on consumer demand; product mix shifts favoring other types of light vehicles, such as 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, or our ability to invest in the necessary research and development activities to continue developing new and innovative products.

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 vehicle cost, credit availability, interest rates, fuel prices, consumer preference and confidence, and the ability of end-users to secure affordable financing. Our business may be adversely affected by an economic decline or fiscal crisis, including prolonged recessionary periods, that result in a reduction of automotive production and sales by our customers.

Our business could be adversely affected if we, or our customers, fail to respond timely to the proliferation of Chinese OEMs, both within China and also in new markets.

China has established itself as the largest automotive market in the world. As its market share has grown, new entrants to the automotive manufacturing industry have developed within China, and these OEMs and their established suppliers have begun to expand into other markets, particularly where the potential shift to electric and hybrid vehicles is emerging, such as Europe. This shift into new markets has placed additional pressures on certain incumbent OEMs in those markets, leading to increased competition based on cost, available features and innovation. A reduction in our sales as a result of our customers potentially losing market share in these regions could have a material adverse effect on our results of operations and financial condition. Further, our revenues, operating results and financial condition could also be adversely impacted if we fail to establish relationships with, and win new business from, these new Chinese OEMs, both within China and in other markets.

Risks Related to Liquidity, Indebtedness and the Capital Markets

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~~including approximately $2.9 billion in additional indebtedness associated with the completion of the Business Combination. On a combined company basis, together with Dowlais as of the closing date of the Business Combination, we have approximately $5.4 billion of indebtedness, excluding a minimum of approximately $1.5 billion of undrawn commitments under our revolving credit facility. This substantial level of indebtedness could have important consequences to our business, 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, ~~and~~ Term Loan B Facility and Tranche C Term Facility, and the indentures governing our senior secured notes and 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~~Dauch, ~~AAM~~American Axle & Manufacturing, Inc. (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 secured notes and our senior unsecured notes also include customary events of default. Obligations under the Senior Secured Credit Facilities, our senior secured notes 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 and our senior secured notes are secured on a first priority basis by all or substantially all of the assets of AAM, Inc., the assets of ~~Holdings~~Dauch 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 non-U.S. subsidiaries.

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 and our senior secured notes. A default or acceleration under the Senior Secured Credit Facilities or the indentures governing the senior secured notes and 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.

See “Risks Relating to the Pending Business Combination with Dowlais – We will incur a substantial amount of debt to complete the acquisition of Dowlais” for further discussion of risks related to the expected incurrence of debt in connection with the pending combination with Dowlais.

Our business could be adversely affected by fluctuations in the global capital markets.

Our business and financial results are affected by fluctuations in the global financial markets, including interest rates and currency exchange rates. Failure to respond timely to these fluctuations, or failure to effectively hedge these risks when possible, could lead to a material adverse impact on our results of operations and financial condition. Future business operations and opportunities, including the Business Combination with Dowlais and potential further 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 interest rates or currency exchange rates.

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. In addition, Dowlais also has significant pension and other postretirement benefit obligations that are now obligations of the combined company after the completion of the Business Combination. 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.

We have business and technical offices and manufacturing facilities in multiple countries outside the U.S. ~~International~~Our international operations are subject to certain risks inherent in conducting business outside the U.S., ~~such~~and asincreased complexity exists for global companies due to potential changes in: currency exchange rates,; corporate tax ~~laws,~~codes or international tax law treaties; price and currency exchange controls,; tariffs or import restrictions,; compliance with customs regulations,; nationalization,; immigration policies,; expropriation; and other governmental action. Our global operations also may be adversely affected by political events, violations of anti-bribery or corruption laws, government sanctions, domestic or international terrorist events and hostilities, geopolitical conflicts, natural disasters and significant weather events, disruptions in the global financial markets, or public health crises, such as pandemic or epidemic illness.

~~Increased~~In ~~complexity~~addition, ~~exists~~in ~~for~~2025 ~~global~~the ~~companies~~U.S. ~~due~~government toimplemented ~~proposed~~tariffs ~~changes~~and toincreased ~~corporate~~certain ~~tax~~existing ~~codes,~~tariffs ~~potential~~on ~~revisions~~various toproducts ~~international~~including ~~tax~~assembled ~~law~~vehicles ~~treaties~~and automotive parts and ~~renegotiated~~components ~~trade~~imported ~~agreements~~into the U.S., ~~including~~and there is considerable uncertainty around the ~~United~~extent, ~~States-Mexico-Canada~~timing and duration of these tariffs. This has resulted in retaliatory tariffs against the U.S. by the governments of various countries, resulting in significant instability and uncertainty in U.S. trade ~~agreement~~relations with certain countries. ~~These~~The ~~uncertainties~~further implementation or expansion of tariffs, as well as retaliatory actions and other changes to existing trade agreements, such as the ~~potential~~2026 ~~impacts~~review of ~~these~~the ~~agreements~~USMCA, or changes in international trade relations, could have a material adverse ~~effect~~impact on our ~~business and our~~ results of operations, cash flows and financial condition., ~~Our~~or ~~future~~the ~~success~~results ~~will~~of ~~depend~~operations, incash ~~part,~~flows onand ~~our~~financial ~~ability~~condition toof ~~anticipate~~our ~~and~~suppliers, ~~effectively~~our ~~manage~~customers ~~these~~ and ~~other~~their ~~risks~~suppliers.

17If we are unable to pass such costs on to our customers, or are otherwise unable to mitigate cost increases through continued technology improvements, cost reductions or other productivity initiatives, this could have a material adverse effect on our results of operations and financial condition. Our future success will depend, in part, on our ability to anticipate and effectively manage these and other risks associated with operating internationally.

~~Our business could be adversely impacted by global climate change or an inability to meet the expectations of our stakeholders related to environmental, social and governance (ESG) objectives.~~ 18

Our business could be adversely impacted by global climate change or an inability to meet the expectations of our stakeholders related to environmental sustainability objectives.

Natural disasters or extreme weather conditions that occur as a result of global climate change could lead us, our customers or suppliers to experience significant disruptions in operations or availability of key components, which could lead to a material adverse impact on our results of operations and financial condition.

Further, various stakeholders, including customers, suppliers, providers of debt and equity capital, regulators and those in the workforce, are increasing their expectations of companies to do their part to combat global climate change and its impact, and to conduct their operations in an environmentally sustainable ~~and socially responsible~~ manner with appropriate oversight by senior leadership. We have made public commitments to reduce emissions, and conserve resources at our various facilities ~~and further develop a diverse, equitable and inclusive culture~~. A failure to respond to the expectations and initiatives of our stakeholders or achieve the commitments we have made, could result in damage to our reputation and relationships with various stakeholders. We could also experience adverse impacts to our financial condition due to volatility in the cost or availability of capital, difficultly obtaining new business or entering into new supplier relationships, a possible loss of market share on our current product portfolio, fines and penalties, litigation, increased cost and complexity of complying with ~~new and expanding~~ regulatory requirements, ~~such~~that asdiffer ~~the~~across ~~Corporate~~various ~~Sustainability Reporting Directive (CSRD)~~regions, or difficulty attracting and retaining a skilled workforce.

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 non-U.S. 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.

As a result of the Business Combination, our exposure to currency exchange rate fluctuations is expected to increase, which could result in additional volatility in our financial results as a larger proportion of our assets, liabilities and earnings will be denominated in foreign currencies. The combined company’s financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. 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 non-U.S. subsidiaries to U.S. dollars. We report the effect of translation for our non-U.S. 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 non-U.S. subsidiaries could have an adverse impact on our results of operations and financial condition.

See “Risks Relating to the Pending Business Combination with Dowlais – Stockholders in the combined company will be exposed to additional currency exchange rate fluctuations as, following completion of the Business Combination, there will be an increased proportion of assets, liabilities and earnings denominated in foreign currencies” for further discussion of risks related to exchange rates in connection with the pending combination with Dowlais.19

Risks Related to Regulations and Taxes

Negative or unexpected tax consequences, as well as possible changes in U.S. and non-U.S. tax laws, could adversely affect our results of operations and financial condition.

The Organisation for Economic Co-operation and Development (OECD), alongside the Group of Twenty (G-20), established the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (the Framework) which agreed to a Two-Pillar solution to address tax challenges arising from digitalization of the global economy. Under OECD Pillar Two, the Framework provides for a global minimum corporate tax rate of 15%, calculated on a country-by-country basis. Countries may implement the OECD Pillar Two model rules as issued, in a modified form or not at all. ~~Many~~Additional countries have passed legislation enacting certain parts of the Framework effective in ~~2024~~2025. As a result of the uncertainty, OECD Pillar Two could have a material impact on our effective tax rate and result in higher cash tax liabilities depending on which countries enact minimum tax legislation and in what manner. Future legislative actions taken by governmental authorities resulting in domestic or international tax reform could increase uncertainty and may adversely affect our tax rate, results of operations and cash flows in future years. Additionally, the introduction of new laws or regulations, or changes in existing laws or regulations, or the interpretation thereof, could increase the costs of doing business for us, our customers or suppliers and adversely affect our results of operations and financial condition.

We file income tax returns in the U.S. federal jurisdiction, as well as various states and non-U.S. jurisdictions. We are also subject to examinations of these income tax returns by the relevant tax authorities. Any negative or unexpected outcomes of these examinations and audits, or any resulting litigation, could have a material adverse impact on our results of operations and financial condition. See Note 13 - Income Taxes for additional discussion regarding examinations and audits of our tax returns and pending litigation.

Our business is subject to costs associated with environmental, health and safety regulations.

Our operations are subject to various federal, state, local and non-U.S. 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 expect to 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 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.

Risks Related to the Pending Business Combination with Dowlais (Business Combination)

The pending Business Combination with Dowlais may be delayed or not occur at all for a variety of reasons, including that the Business Combination is subject to various closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed.

On January 29, 2025, the Company announced the pending Business Combination with Dowlais. In connection with the Business Combination, on January 29, 2025, the Company and Dowlais entered into a Co-operation Agreement.

The consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions. A number of the conditions are not within our control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Business Combination. These conditions include, among others: (i) the approval of the Court-sanctioned scheme of arrangement (the Scheme) between Dowlais and its shareholders under Part 26 of the Companies Act 2006 by a majority in number of Dowlais shareholders who are present and voting (either in person or by proxy) and who represent not less than 75% in value of the Dowlais shares voted by those Dowlais shareholders; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales (the Court); (iii) the Scheme becoming unconditional and becoming effective, subject to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the Takeover Code), by no later than 11:59 p.m. on June 29, 2026 (or such later date (if any) as the Company and Dowlais may agree, with the consent of the UK Panel on Takeovers and Mergers (the Panel), and the Court may allow); (iv) the receipt of certain required antitrust and other regulatory approvals; (v) the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock of the Company, par value $0.01 per share (the Company Common Stock) (the Charter Amendment), being duly approved by the affirmative vote of the holders of a majority in voting power of the Company Common Stock entitled to vote thereon at the Company stockholders meeting (the Company Special Meeting); (vi) the issuance of the Company Common Stock in connection with the Business Combination (the Share Issuance) being duly approved by the affirmative vote of the holders of a majority in voting power present in person or by proxy at the Company Special Meeting; and (vii) confirmation having been received by the Company that the Company Common Stock has been approved for listing, subject to official notice of issuance, on the New York Stock Exchange.

We cannot predict with certainty whether and when any of the remaining required conditions will be satisfied or if another uncertainty may arise. Failure to complete the Business Combination within the expected timeframe or at all could adversely affect our business, results of operations, financial condition, and the market price of our common stock in a number of ways, including:

•the market price of our shares may decline to the extent that the current market price reflects an assumption that the Business Combination will be consummated;

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Business Combination for which we will have received little or no benefit if the Business Combination is not consummated; and

•we may experience negative publicity and/or reactions from our investors, associates, customers, and other business partners.

WeRisks ~~may~~Related ~~fail~~ to ~~realize~~Our ~~the~~Strategy ~~anticipated benefits~~ and ~~operating synergies expected from~~ the Business Combination. with Dowlais

~~The~~We ~~success~~may ofbe ~~the~~unable ~~Business~~to ~~Combination~~consummate ~~will~~and ~~depend, in significant part, on our ability to~~ successfully integrate ~~the~~acquisitions ~~acquired business, grow the revenue of the combined company~~ and ~~realize~~joint the anticipated strategic benefits and synergies from the Business Combination. We believe that the Business Combination will create a leading global driveline and metal forming supplier with a comprehensive product portfolio and a diversified customer base. We expect that the Business Combination will generate significant synergiesventures, asincluding ~~set~~integrating ~~out in more detail in our announcement of~~ the ~~combination~~recently onacquired ~~January~~business ~~29, 2025. Achieving these goals may require growth~~ of the revenue of the combined company and realization of the targeted operating synergies expected from the Business Combination. This growth and the anticipated benefits of the transaction may not be realized fullyDowlais, ~~or at all, or may take longer to realize than we expect. Actual operating, technological, strategic~~ and ~~revenue opportunities, if achieved at all, may be less significant than~~ we ~~expect or~~ may ~~take longer to achieve than anticipated. If we are~~ not ~~able to achieve these objectives and~~ realize the anticipated benefits and operating synergies expected from the Business Combination ~~within a reasonable time, our business, results of operations and financial condition could be adversely affected~~.

~~Efforts~~Engaging in acquisitions and joint ventures involves potential risks, including financial risks, risks related to ~~complete~~our operations and capacity, 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. The complexity and magnitude of the integration effort associated with the Business Combination ~~could~~are ~~disrupt~~substantial ~~our~~and ~~relationships~~require ~~with~~that we fund significant capital and operating expenses to support the integration of the combined operations. Such expenses have included significant transaction, consulting and third-party ~~parties~~service fees. Further, the anticipated costs of the integration effort are subject to change and ~~associates~~many of the expenses that are expected to be incurred, ~~divert~~by ~~management’s~~their ~~attention~~nature, orare ~~result~~difficult into ~~negative~~estimate ~~publicity~~accurately at this time. We have incurred, and expect to continue to incur, additional operating expenses as we enhance internal resources or ~~legal~~engage ~~proceedings~~third-party providers while we integrate the combined company following the Business Combination.

WeThe ~~have~~success ~~expended,~~of ~~and~~the ~~continue~~Business toCombination ~~expend~~will depend, in significant ~~management~~part, ~~time~~on ~~and~~our ~~resources~~ability ~~in an effort~~ to ~~complete~~successfully integrate the ~~Business~~acquired ~~Combination~~business, ~~which~~grow ~~may~~the ~~have~~revenue aof ~~negative~~the ~~impact~~combined oncompany ~~our~~and ~~ongoing~~realize ~~business~~the ~~and~~significant ~~operations.~~strategic ~~Uncertainty~~benefits ~~regarding~~and ~~the~~synergies ~~outcome~~anticipated offrom the Business Combination. ~~and~~We ~~our~~believe ~~future~~that ~~could~~the ~~disrupt~~Business ~~our~~Combination ~~business~~will ~~relationships~~create ~~with~~a ~~our~~leading ~~existing~~global ~~and~~Driveline ~~potential customers~~ and ~~business~~Metal ~~partners,~~Forming ~~who~~supplier ~~may~~with ~~attempt~~a tocomprehensive ~~negotiate~~product ~~changes~~portfolio inand ~~existing~~a ~~business~~diversified ~~relationships~~customer orbase. ~~consider~~Achieving ~~entering~~these ~~into~~goals ~~business~~may ~~relationships~~require ~~with~~growth ~~parties~~of ~~other~~the ~~than~~revenue usof orthe ~~Dowlais.~~combined ~~Uncertainty~~company ~~regarding~~and ~~the~~realization ~~outcome~~ of the ~~Business~~targeted ~~Combination~~operating ~~could~~synergies ~~also~~expected ~~adversely~~from ~~affect~~the ~~our~~Business ~~ability~~Combination. toThis ~~recruit~~growth and ~~retain~~the ~~key~~anticipated ~~personnel~~benefits ~~and other associates. The pendency~~ of the ~~Business~~transaction ~~Combination~~ may ~~also~~not ~~result~~be inrealized ~~negative~~fully, ~~publicity~~or ~~and~~at aall, ~~negative~~or ~~impression~~may oftake uslonger into ~~the~~realize ~~financial~~than ~~markets,~~we ~~and~~expect. ~~may~~Actual ~~lead~~operating, totechnological, ~~litigation~~strategic ~~against us~~ and ~~our~~revenue ~~directors~~opportunities, ~~and~~if ~~officers.~~achieved ~~Such~~at ~~litigation~~all, ~~would~~may be ~~distracting~~less tosignificant ~~management~~than ~~and,~~we ~~may,~~expect inor ~~the~~may ~~future,~~take ~~require~~longer us to ~~incur~~achieve ~~significant~~than ~~costs~~anticipated. ~~Such~~If ~~litigation~~we ~~could~~are ~~result~~not inable ~~the~~to ~~Business~~achieve ~~Combination~~these ~~being~~objectives ~~delayed~~ and~~/or~~ ~~enjoined~~realize bythe aanticipated ~~court~~benefits ofand ~~competent~~synergies ~~jurisdiction,~~expected ~~which~~from ~~could prevent~~ the Business Combination ~~from~~within ~~being completed. The occurrence of any of these events individually or in combination could have~~ a ~~material~~reasonable ~~adverse~~time, ~~effect on~~ our business, results of operations and financial condition could be adversely affected.

~~The~~Further, the Business Combination involves the integration of two businesses that previously operated independently. The combined company will ~~result~~be inled ~~significant~~by ~~integration~~our ~~costs~~Chairman and weCEO, ~~may~~while ~~not~~two bedirectors ~~able~~of toDowlais ~~integrate~~have joined the board of directors and certain senior Dowlais ~~into~~executives have been invited to join the senior executive management team of the combined company. The failure to successfully integrate the two leadership teams could have a material adverse effect on our business, financial condition and results of operations.

~~The~~Additionally, ~~Business Combination involves~~ the ~~integration~~process of ~~two~~integrating ~~businesses~~operations ~~that~~could ~~previously~~cause ~~operated~~an ~~independently.~~interruption Ifof, ~~the~~or ~~parties~~loss ~~complete~~of ~~the~~momentum ~~Business Combination~~in, ~~it is expected that our Chairman and CEO will lead~~ the ~~combined~~core ~~company,~~operating ~~two~~activities ~~directors~~ of ~~Dowlais~~one ~~are~~or ~~expected~~both ~~to join the board~~ of ~~directors~~us and ~~certain senior~~ Dowlais ~~executives will be invited to join the senior executive management team of the combined company, in roles to be confirmed~~. The ~~complexity~~diversion ~~and magnitude~~ of ~~the~~management’s ~~integration~~attention ~~effort associated with the Business Combination are substantial~~ and ~~require~~any ~~that~~delays weor ~~fund~~difficulties ~~significant~~encountered ~~capital~~in ~~and~~connection ~~operating~~with ~~expenses to support~~ the integration of the ~~combined~~ operations. ~~Such~~could ~~expenses~~ have ~~included~~a ~~significant~~material ~~transaction,~~adverse ~~consulting~~effect ~~and~~on ~~third-party~~our ~~service fees. Further~~business, ~~the~~financial ~~anticipated~~condition ~~costs of the integration effort are subject to change. We have incurred~~ and ~~expect~~results toof ~~continue to incur additional operating expenses as we build up internal resources or engage third-party providers while we integrate the combined company following the Business Combination~~operations.

~~Additionally,~~ ~~the~~As ~~process~~we ofcontinue ~~integrating~~our ~~operations~~diversification ~~could cause an interruption of~~efforts, orwe ~~loss~~may ofpursue ~~momentum~~strategic ingrowth initiatives, ~~the~~including ~~activities~~through ofadditional ~~one~~acquisitions ~~or both of us~~ and ~~Dowlais~~joint ventures. ~~The~~An ~~diversion~~inability ofto ~~management’s~~successfully ~~attention~~achieve ~~and any delays or difficulties encountered in connection with~~ the ~~integration~~levels of ~~the~~organic ~~operations,~~and orinorganic ~~the~~growth ~~failure~~from toour ~~successfully~~strategic ~~integrate~~initiatives ~~the two businesses and leadership team,~~ could ~~have~~adversely aimpact ~~material adverse effect on~~ our ~~business,~~results ~~financial~~of ~~condition~~operations and ~~results~~financial ~~of operations~~condition.

We will incur a substantial amount of debt to complete the acquisition of Dowlais.

We will incur significant debt to complete the acquisition of Dowlais, including incurring approximately $2.2 billion in additional indebtedness under the Backstop Credit Agreement and Bridge Facilities (each as defined below), or pursuant to other permanent financing that replaces such facilities, which may include the issuance of debt securities and/or one or more senior term loan facilities. In connection with the Business Combination, on January 29, 2025, Holdings and American Axle & Manufacturing, Inc. (AAM, Inc.), entered into a credit agreement (the Backstop Credit Agreement) pursuant to which, subject to the terms and conditions set forth therein, the lenders party thereto agreed to provide AAM, Inc. with: (i) $484.25 million in Tranche A Term Loans; (ii) $1,491.0 million in Tranche B Term Loans; and (iii) $1,250.0 million in revolving loans. Additionally, and in connection with the Business Combination, on January 29, 2025, Holdings and AAM, Inc. entered into: (i) a First Lien Bridge Credit Agreement pursuant to which the lenders party thereto have agreed to provide AAM, Inc. with a $843.0 million interim loan facility (the First Lien Bridge Facility); and (ii) a Second Lien Bridge Credit Agreement pursuant to which the lenders party thereto have agreed to provide AAM, Inc. with a $500.0 million interim loan facility (the Second Lien Bridge Facility and together with the First Lien Bridge Facility, the Bridge Facilities). The proceeds of the commitments provided under the Backstop Credit Agreement and Bridge Facilities, or of other permanent financing that replaces such facilities, which may include the issuance of debt securities and/or one or more senior term loan facilities, will be used, among other things, to finance the cash consideration payable to Dowlais shareholders pursuant to the Business Combination and expenses payable in connection with the Business Combination (including debt refinancing costs) and to refinance borrowings under the Amended and Restated Credit Agreement in full.

While we expect to replace the Backstop Credit Agreement before the completion of the Business Combination by amending the Amended and Restated Credit Agreement and to replace the Bridge Facilities with permanent financing before or after the completion of the Business Combination, our ability to pursue permanent financing will depend in part on global capital and credit market conditions, and we cannot assure that any such replacement financing will be available on terms satisfactory to us or at all. Additionally, if the Bridge Facilities have not been previously repaid in full on or prior to the one-year anniversary of the first date on which loans are made thereunder, any loans thereunder will automatically be converted into a term loan on terms likely to be significantly less favorable to the Company. While amounts are outstanding under the Bridge Facilities, the lenders party thereto may require that the Company issue notes in a Rule 144A or other private offering subject to certain terms and conditions, and to use the proceeds to repay all or a portion of the Bridge Facilities.

On a combined company basis, we expect that, together with Dowlais, we would have approximately $4.8 billion of indebtedness, excluding a minimum of $1.25 billion of undrawn commitments under our revolving credit facility. This substantial additional level of indebtedness that we expect to incur in connection with the Business Combination could have important consequences to our business, including making it more difficult to satisfy our debt obligations, increasing our vulnerability to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate and restricting us from pursuing certain business opportunities. Additionally, any agreements that we may enter into in connection with the pending Business Combination with Dowlais may contain a number of covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. Any failure to comply with covenants in the instruments governing our indebtedness could result in a default under our 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.

See “Risks Related to Liquidity, Indebtedness and the Capital Markets – We have incurred substantial indebtedness and our financial condition and operations may be adversely affected by a violation of financial and other covenants” for a further discussion of risks related to our indebtedness.

The complexity of the integration and transition associated with the Business Combination may result in us incurring significant costs to implement changes to our internal control over financial reporting for the combined company.

The additional scale of Dowlais’s operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may result in us incurring significant costs, including management time, to integrate and implement changes to our controls over financial reporting. In addition, we will have to train new associates and third-party providers, and assume operations in jurisdictions where we have not previously had operations. We expect that the Business Combination may necessitate significant modifications to our internal control systems, processes and information systems, both on a transition basis and over the longer-term as we fully integrate the combined company. Due to the complexity of the Business Combination, we cannot be certain that changes to our internal control over financial reporting will be effective for any period, or implemented in an efficient manner which does not incur significant costs and management time. If we are unable to implement such changes to our internal control over financial reporting in an efficient manner, our business, financial condition and results of operations and the market perception thereof may be materially adversely affected.

Further, prior to the Business Combination, and for a period of time subsequent to the Business Combination, Dowlais is not required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). As a result, the combined company may therefore incur significant costs, expenses and management time in implementing controls and procedures required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. In particular, Dowlais has identified certain matters which would have been characterized as material weaknesses in Dowlais’ internal control over financial reporting that would have required disclosure pursuant to the Sarbanes-Oxley Act had Dowlais been required to report on internal control over financial reporting at the relevant time. Although these identified material weaknesses are in the process of being remediated, if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting following the closing of the Business Combination, this could increase the costs, expenses and management time required for the combined company to meet the standards required by Section 404 of the Sarbanes-Oxley Act, and therefore adversely affect the business of the combined company and its share price.

The Business Combination may expose us to significant unanticipated liabilities.

The Business Combination may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, our acquisition of Dowlais, or any future decision to independently enter new international markets where Dowlais previously conducted business, could also expose us to tax liabilities and other amounts owed by Dowlais. The occurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on our business, financial condition and results of operations.

While the Co-operation Agreement is in effect, we are subject to restrictions on our business activities.

From the date of the Co-operation Agreement until the Effective Date (as defined therein), we are restricted from taking certain actions set forth in the Co-operation Agreement unless consented to by Dowlais or required by applicable law or contract as described in the Co-operation Agreement. These limitations include, among other things, certain restrictions on our ability to amend our organizational documents, to acquire other businesses and assets that would be reasonably likely to prevent or materially delay or prejudice the consummation of the Business Combination, to reclassify or issue the Company’s capital stock or other certain equity securities, and to pay dividends (or make any other distribution or return of capital). These restrictions could prevent us from pursuing strategic business opportunities and taking actions with respect to our business that we may consider advantageous and may, as a result, could have a material adverse effect on our financial condition and results of operations.

Certain Dowlais agreements may contain change of control provisions which, if not waived, could have material adverse effects on the combined company.

Dowlais is a party to various agreements with third parties, customer and supplier contracts and other material contracts, that may contain change of control provisions that will be triggered upon the completion of the Business Combination. Agreements with change of control provisions typically provide for or permit the termination of the agreement upon the occurrence of a change of control of one of the parties which can be waived by the relevant counterparties. To the extent waivers are required, the inability to obtain waivers from one or more relevant counterparties could have a material adverse effect on the combined company. Further, it is possible that a contractual counterparty or government agency may take a different view on the interpretation of a change in control provision to that taken by us, thereby resulting in a dispute.

2322

IfIssuance ~~certain~~of ~~conditions~~Company orshares ~~approvals~~in ~~are~~connection ~~not~~with ~~met~~the orBusiness ~~obtained,~~Combination wereduced ~~may~~our beexisting ~~required~~stockholders’ toaggregate ~~pay~~ownership aand ~~break~~voting ~~fee~~interest ~~under~~in the ~~terms~~Company, ofresulting in existing stockholders now exercising less influence over management, which may adversely affect the ~~Co-operation~~market ~~Agreement~~price of our shares.

In ~~certain~~connection ~~circumstances,~~with ~~such~~the aspayment ~~if our board~~ of ~~directors no longer recommends~~ the Business Combination orconsideration, if we ~~fail~~issued toapproximately ~~hold~~117 ~~the~~million ~~stockholder~~Company ~~meeting~~shares. toCompany ~~obtain~~stockholders ~~the~~and ~~approvals~~Dowlais ~~required~~shareholders inown ~~connection~~approximately ~~with~~51% ~~the~~and ~~Business~~49%, ~~Combination prior to June 29~~respectively, ~~2026~~of (the ~~Long~~combined ~~Stop~~company ~~Date),~~following wecompletion ~~will be required to pay a break fee~~ of ~~approximately~~the ~~$50~~Business ~~million to Dowlais~~Combination. ~~Furthermore,~~The ifissuance ~~we invoke (with the approval~~ of ~~the~~these ~~Panel)~~new ~~any~~shares ~~regulatory~~reduced ~~condition~~our orexisting ~~any~~stockholders’ ~~regulatory~~ownership ~~conditions~~and ~~have~~voting ~~not~~interest ~~been~~in ~~satisfied or waived by us by~~ the ~~Long~~Company ~~Stop Date~~and, weas ~~will be required to pay~~ a ~~break fee of approximately $50 million to Dowlais. In addition~~result, if our existing stockholders, doindividually ~~not approve the resolutions required to implement the Business Combination~~ and ~~there has been no change~~ in the ~~recommendation of our board of directors~~aggregate, wecan ~~will~~exert beless ~~required~~influence. toThe ~~pay~~issuance ~~a break fee~~ of ~~approximately~~these ~~$14~~new ~~million~~shares tomay ~~Dowlais.~~also Ifresult ain ~~break~~fluctuations ~~fee~~in isthe ~~ultimately~~market ~~required~~price toof beCompany ~~paid by us~~shares, ~~the~~including ~~payment~~a ofprice ~~such fee will have an adverse impact on our financial results~~decrease.

~~Stockholders~~The inlisting ~~the~~of ~~combined~~our ~~company~~shares ~~will~~of becommon ~~exposed~~stock toon ~~additional~~two ~~currency~~exchanges ~~exchange~~may ~~rate~~adversely ~~fluctuations~~affect ~~as,~~liquidity ~~following~~in ~~completion of~~ the ~~Business~~market ~~Combination,~~for ~~there~~our ~~will~~shares beand anresult ~~increased~~in ~~proportion~~pricing ofdifferentials ~~assets,~~between ~~liabilities~~the ~~and~~two ~~earnings denominated in foreign currencies~~exchanges.

AsOur ashares ~~result~~ of ~~the~~common ~~Business~~stock ~~Combination,~~trade on the ~~financial~~New ~~results~~York ofStock ~~the~~Exchange ~~combined~~(NYSE) ~~company~~and ~~will~~London beStock ~~more~~Exchange ~~exposed~~(LSE) toand ~~currency~~trading ~~exchange~~takes ~~rate~~place ~~fluctuations~~in different currencies (U.S. Dollars on the NYSE and anPound ~~increased~~Sterling ~~proportion~~on ofthe ~~assets~~LSE) and at different times (resulting from different time zones, ~~liabilities~~different trading hours and ~~earnings~~different ~~will~~trading bedays ~~denominated~~for inthe ~~foreign~~two ~~currencies~~exchanges). The ~~combined~~trading ~~company~~prices ~~will~~of ~~present~~our ~~its~~shares ~~financial~~of ~~statements~~common instock ~~U.S.~~on ~~dollars~~these ~~and~~two isexchanges ~~expected~~may, at times, differ due to ~~have~~these aand ~~significant~~other ~~proportion~~factors. Any decrease in the price of ~~net~~our ~~assets~~shares ~~and~~on ~~income~~the NYSE could cause a decrease in ~~foreign~~the ~~currencies.~~trading ~~The~~price ~~combined~~of ~~company’s~~our ~~financial~~shares ~~condition~~on the LSE and ~~results~~vice ofversa. ~~operation~~Investors ~~will~~could ~~therefore~~seek beto ~~more~~buy ~~sensitive~~or sell our shares to ~~movements~~take inadvantage ~~foreign~~of price ~~exchange~~differences ~~rates.~~between Athe ~~depreciation~~markets ofthrough ~~foreign~~a ~~currencies~~practice ~~relative~~referred to ~~the~~as Uarbitrage.S. ~~dollar~~Any arbitrage activity could ~~have~~create anunexpected ~~adverse~~volatility ~~impact~~in onboth the ~~combined~~trading ~~company’s~~prices ~~financial~~of ~~results~~our shares on one exchange and Company shares available for trading on the other exchange.

The ~~Takeover~~benefits ~~Code~~we ~~restricts~~expect from the ~~Company’s~~dual ~~ability~~listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to ~~cause~~investors ~~Dowlais~~who may be able to ~~consummate~~hold listed shares in the ~~Business~~United ~~Combination~~Kingdom, ~~and~~but ~~limits~~not the ~~relief~~United ~~the~~States, ~~Company~~and vice versa, may ~~obtain~~not inbe realized or, if realized, may not be sustained. Further, the ~~event~~cost ~~Dowlais’s~~and ~~Board~~additional ofregulatory ~~Directors~~burden ~~withdraws~~associated ~~its~~with ~~support~~listing ofour shares on both exchanges may ultimately outweigh the ~~Business~~associated ~~Combination~~benefits.

~~The~~Our ~~Takeover~~restructuring ~~Code~~initiatives ~~limits the contractual commitments that~~ may be obtained from Dowlais to take actions in furtherance of the Business Combination, and Dowlais’s board of directors may, if its fiduciary duties so require, withdraw its recommendation in support for the Business Combination, and withdraw the Scheme, at any time prior to the Scheme arrangement becoming effective. The Takeover Code does not ~~permit~~achieve ~~Dowlais~~their tointended pay any break fee to the Company if the Dowlais board of directors does so, nor can Dowlais be subject to any restrictions on soliciting or negotiating other offers or transactions involving Dowlais other than the restrictions that arise under the Takeover Code against undertaking actions or entering into agreements which may impact the Company’s takeover offer for Dowlaisoutcomes.

~~Even~~We ifhave ainitiated ~~material~~restructuring ~~adverse~~actions ~~change~~in recent years to ~~Dowlais’s~~reduce ~~business~~cost orand ~~prospects~~realign ~~were~~certain toareas ~~occur~~of ~~prior~~our business and expect to ~~closing,~~initiate further restructuring actions in future periods. As we ~~may~~respond ~~not~~to bethe ~~able~~volatility in costs resulting from tariffs and changes in trade agreements, and work to ~~invoke~~realize the ~~offer~~expected ~~conditions~~synergies ~~and~~associated ~~terminate~~with the Business Combination, we will also continue to assess our geographical footprint and product portfolio, which ~~could~~may ~~reduce~~result in additional restructuring actions including the ~~value~~potential relocation of certain manufacturing operations to the U.S. 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 ~~shares~~results of operations and financial condition.

~~Under~~As ~~the~~part ~~Takeover~~of ~~Code,~~our ~~and~~strategic ~~except~~initiatives, ~~for~~we aare ~~limited~~actively ~~number~~assessing ofour ~~conditions,~~product ~~such~~portfolio. asAs ~~the~~a ~~approval~~result, ofwe ~~the~~have ~~Share~~divested ~~Issuance~~certain ~~and~~operations ~~the Charter Amendment~~ and ~~the~~may ~~Dowlais~~pursue ~~shareholder~~additional ~~approval~~plans ~~(or~~to ~~the~~divest ~~minimum~~certain ~~acceptance~~operations ~~condition~~in iffuture ~~the~~periods. ~~Business~~Our ~~Combination~~results ~~is implemented by way~~ of aoperations ~~takeover~~or ~~offer~~financial ~~(as~~condition ~~defined~~could inbe ~~Chapter~~adversely 3affected ofif ~~Part 28 of the Companies Act 2006)),~~ we ~~may~~initiate ~~invoke~~ a ~~condition~~divestiture toand ~~the~~it ~~Business Combination to cause the Business Combination not to proceed only if the Panel~~ is ~~satisfied that the circumstances giving rise to that condition~~ not ~~being~~completed ~~satisfied are of material significance to the Company~~ in ~~the~~accordance ~~context~~with ofour ~~the~~expected ~~Business Combination. Because of this Panel consent requirement~~timeline, ~~the~~or ~~conditions,~~at ~~including as to a material adverse change affecting Dowlais~~all, ~~may~~or ~~provide~~if uswe ~~less~~do ~~protection~~not ~~than~~realize the ~~customary~~expected ~~conditions~~benefits inof anthe ~~offer for a U~~divestiture.~~S. domestic company.~~

Issuance of Company shares in connection with the Business Combination will reduce our existing stockholders’ aggregate ownership and voting interest in the Company, will result in existing stockholders exercising less influence over management, and may adversely affect the market price of our shares.

In connection with the payment of the Business Combination consideration, we expect to issue additional Company shares. Company stockholders and Dowlais shareholders are expected to own approximately 51% and 49%, respectively, of the combined company following completion of the Business Combination. The issuance of these new shares will reduce our existing stockholders’ ownership and voting interest in the Company and, as a result, our existing stockholders, individually and in the aggregate, will be able to exert less influence. The issuance of these new shares may also result in fluctuations in the market price of Company shares, including a price decrease.

Item 1B.Unresolved Staff Comments

None.

Item 1C.Cybersecurity

Cybersecurity Risk Management and Strategy

We rely upon information technology (IT) networks and systems to process, transmit and store electronic information, and to manage or support a variety of critical manufacturing and business processes or activities. Additionally, we and certain of our third-party vendors collect and store personal or confidential information, including personally identifiable 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 manufacturing and business operations.

We have developed and implemented our Information Security Management System (ISMS), which includes robust processes for identifying, assessing and managing risks from cybersecurity threats. Cybersecurity risk is included in ~~AAM~~the Company’s “Top Risks Assessment” under our enterprise risk management program as identified and monitored by our Risk Management Working Group. This group is comprised of leadership from the major functions within ~~AAM~~the Company and the enterprise risk management program includes the identification and continuous evaluation of the risks associated with the systems and information most critical to ~~AAM~~the Company and the processes and controls in place to protect the systems and information.

Our ISMS leverages comprehensive cybersecurity frameworks and standards such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework, the Center for Internet Security (CIS) Critical Security Controls, the Trusted Information Security Assessment Exchange (TISAX) standard, and the International Organization for Standardization (ISO) 27001 standard for information security. Our ISMS is built upon a balance of people, processes and technologies comprised of, among other elements: 1) 24/7 security monitoring using internal and third-party resources; 2) security awareness and phishing testing; 3) periodic table-top and live-fire exercises; 4) high system availability and business continuity; and 5) comprehensive incident response and escalation plans.

Further, in support of our ISMS, we utilize certain third-party service providers, primarily in the following capacities: 1) incident response partners that assist with performing incident simulations and who are available to assist in the event of an actual cybersecurity incident; 2) third-party experts to conduct penetration testing on ~~AAM~~Company systems and certain third-party systems, as necessary; and 3) leveraging third-party expertise to assist with testing IT controls and performing gap analysis over IT processes and procedures. ~~AAM’s~~Our Chief Information Security Officer (CISO) manages and monitors these third-party service provider relationships and works closely with ~~AAM~~the Company’s information security, procurement, legal and internal audit departments to ensure proper evaluation and security assessment of critical third-party service providers and data processors.

Cybersecurity Governance

The ~~AAM~~ Information Security Council (ISC), comprised of leadership representatives from across the organization, meets periodically to discuss current threats and trends and the resulting information security initiatives and priorities. The ISC members provide support for policy changes and insights into how the information security team can most effectively educate, communicate, and support ~~AAM~~the Company. The ISC is led by ~~AAM’s~~our Chief Information Officer (CIO) and CISO, our frontline business leaders with regard to cybersecurity risk management. ~~AAM’s~~Our CIO has been an IT professional in various capacities for over 25 years and maintains the following certifications: Certified CISO, Certified Information Systems Security Professional, Certified Cloud Security Professional, and Certified Information Privacy Technologist.

Our Board of Directors and its committees play an active role in overseeing our key risks. Our cybersecurity risk management processes and strategy are governed by the Audit Committee of our Board of Directors. Management provides quarterly reports to the Audit Committee that include, among other items: 1) AAM’s cybersecurity scorecard, which includes certain key performance indicators (KPIs) and provides quantitative measures of these KPIs; 2) industry security trends and outlook; 3) an update on AAM’s security program and roadmap; 4) current quarter IT security accomplishments; and 5) IT security priorities for the following quarter. In addition, on an annual basis, management reports to the Audit Committee the results of our system availability and disaster recovery testing for AAM’s enterprise systems, as well as the results of our incident response testing and corresponding action plans.24

~~Although~~Our noBoard of Directors and its committees play an active role in overseeing our key risks. Our cybersecurity ~~incidents~~risk ~~during~~management processes and strategy are governed by the ~~year~~Audit ~~ended~~Committee ~~December~~of 31our Board of Directors. Management provides quarterly reports to the Audit Committee that include, ~~2024~~among ~~had~~other aitems: ~~material~~1) ~~impact~~the onCompany’s ~~our~~cybersecurity ~~strategy~~scorecard, ~~financial~~which ~~condition~~includes orcertain ~~results~~key performance indicators (KPIs) and provides quantitative measures of ~~operations,~~these KPIs; 2) industry security trends and outlook; 3) an update on the ~~scope~~Company’s security program and ~~impact~~roadmap; of4) ~~any~~current ~~future~~quarter ~~incident~~IT ~~cannot~~security beaccomplishments; ~~predicted.~~and ~~See~~5) ~~Item~~IT 1Asecurity priorities for the following quarter. ~~Risk~~In ~~Factors~~addition, on an annual basis, management reports to the Audit Committee the results of our system availability and disaster recovery testing for ~~additional~~our ~~discussion~~enterprise ~~regarding~~systems, ~~AAM’s~~as ITwell as the results of our incident response testing and ~~cybersecurity~~corresponding ~~risks~~action plans.

26Although no cybersecurity incidents during the year ended December 31, 2025 had a material impact on our strategy, financial condition or results of operations, the scope and impact of any future incident cannot be predicted. See Item 1A. "Risk Factors" for additional discussion regarding our IT and cybersecurity risks.

Item 2.Properties

The table below summarizes our global manufacturing locations and administrative, engineering or technical locations as of December 31, 2025 prior to the completion of the Business Combination:

	Manufacturing			Corporate, Business Offices, Engineering and Technical Centers
Country	Driveline		Metal Forming
Brazil	1		4	—
China	2		1	2
Czech Republic	—		3	—
France	2		—	—
Germany	1		4	1
India	31		—	21
Japan	—		—	1
Luxembourg	—		—	1
Mexico	8	(a)	6	—
Poland	1		—	—
Romania	—		1	—
South Korea	1		—	—
Spain	1		1	—
Thailand	1		—	—
United Kingdom	21		—	—
United States of America	3		21	5
Total	2623		4140	1211

(a) The eight Driveline locations in Mexico include our Guanajuato Manufacturing Complex, which is comprised of six plants.

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 10 - Commitments and Contingencies and Note 13 - Income Taxes in Item 8, "Financial Statements and Supplementary Data" for discussion of legal proceedings and the effect on ~~AAM~~the Company.

Item 4. Mine Safety Disclosures

Not applicable.

2726


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) and on the London Stock Exchange (LSE) under the symbol “~~AXL~~DCH.” We had approximately ~~140~~539 stockholders of record as of February 1110, ~~2025~~2026.

Dividends

We did not declare or pay any cash dividends on our common stock in ~~2024~~2025. Our Amended and Restated Credit Agreement associated with our Senior Secured Credit Facilities ~~limits~~and the indentures governing our secured notes limit 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.

Item 6. [Reserved]

2827

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

COMPANY OVERVIEW

AsEffective aJanuary ~~leading~~26, ~~global~~2026, ~~tier~~American 1Axle ~~automotive~~& ~~and~~Manufacturing ~~mobility supplier~~Holdings, ~~AAM~~Inc. ~~designs,~~changed ~~engineers~~its ~~and~~name ~~manufactures~~to ~~Driveline~~Dauch ~~and~~Corporation. ~~Metal~~As ~~Forming~~used ~~technologies~~in tothis ~~support electric~~report, ~~hybrid~~except ~~and~~as ~~internal~~otherwise ~~combustion~~indicated ~~vehicles.~~in ~~Headquartered~~information inincorporated ~~Detroit,~~by ~~Michigan~~reference, ~~with~~references ~~over~~to 75“our ~~facilities~~Company,” in"we," ~~16 countries~~"our," ~~AAM~~"us" isor ~~bringing~~“Dauch” ~~the~~mean ~~future~~Dauch ~~faster~~Corporation ~~for~~and aits ~~safer~~subsidiaries and ~~more~~predecessors, ~~sustainable tomorrow~~collectively.

WeDauch ~~are~~Corporation is a ~~primary~~premier ~~supplier~~Driveline ofand ~~driveline~~Metal ~~components~~Forming tosupplier ~~General~~serving ~~Motors~~the ~~Company~~global ~~(GM)~~automotive ~~for~~industry ~~its~~with ~~full-size~~a ~~rear~~powertrain-~~wheel~~agnostic ~~drive~~product ~~(RWD)~~portfolio ~~light~~that ~~trucks~~supports electric, ~~sport utility vehicles (SUV)~~hybrid, and ~~crossover~~internal combustion vehicles. ~~manufactured~~The incompany ~~North~~is ~~America,~~headquartered ~~supplying~~in aDetroit, ~~significant~~Michigan, ~~portion~~with ofoperations ~~GM's~~that ~~rear~~span ~~axle~~24 ~~and~~countries ~~four-wheel drive~~ and ~~all-wheel~~more ~~drive~~than ~~(4WD/AWD)~~175 ~~axle~~locations. ~~requirements~~Formed ~~for~~through ~~these~~the ~~vehicle~~acquisition ~~platforms.~~of WeDowlais ~~also~~Group ~~supply~~plc GMand ~~with~~its ~~various~~subsidiaries ~~products~~- ~~from~~GKN ~~our~~Automotive ~~Metal~~and ~~Forming~~GKN ~~segment.~~Powder ~~Sales~~Metallurgy, toDauch GMunites ~~were~~deep ~~approximately~~engineering ~~42%~~roots ofwith ~~our~~global ~~consolidated~~manufacturing ~~net~~capabilities ~~sales~~and inan ~~2024,~~entrepreneurial ~~39%~~spirit into ~~2023,~~move ~~and~~mobility ~~40% in 2022~~forward.

We ~~also~~are ~~supply~~a ~~driveline~~primary ~~system~~supplier ~~products~~of driveline components to ~~Stellantis~~General ~~N.V.~~Motors Company (~~Stellantis~~GM) for ~~programs~~its ~~including~~full-size ~~the heavy~~rear-~~duty~~wheel ~~Ram~~drive ~~full-size~~(RWD) ~~pickup~~light trucks, sport utility vehicles (SUV), and ~~its~~crossover ~~derivatives.~~vehicles Inmanufactured ~~addition~~in North America, wesupplying ~~sell~~a ~~various~~significant ~~products~~portion toof ~~Stellantis~~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 ~~Stellantis~~GM were approximately 1344% of our consolidated net sales in ~~2024~~2025, 1642% in ~~2023~~2024, and 1839% in ~~2022~~2023.

We are also a supplier to Ford Motor Company (Ford) for driveline system products on certain vehicle programs including the Bronco Sport, Maverick, ~~Edge,~~ Escape and Lincoln Nautilus, and we also sell various products to Ford from our Metal Forming segment. Sales to Ford were approximately 1315% of our consolidated net sales in 2025, 13% in 2024, and 12% in 2023 ~~and 2022~~.

We also supply driveline system products to Stellantis N.V. (Stellantis) for programs including the heavy-duty Ram full-size pickup truck and its derivatives. In addition, we sell various products to Stellantis from our Metal Forming segment. Sales to Stellantis were approximately 13% of our consolidated net sales in both 2025 and 2024, and 16% in 2023.

No other customer represented 10% or more of consolidated net sales during these periods.

~~Pending~~Acquisition ~~Combination~~of ~~with~~ Dowlais Group plc

On ~~January~~February 293, ~~2025~~2026, ~~AAM announced that~~ we ~~reached~~completed ~~agreement~~our ~~with~~previously ~~the~~announced ~~Board~~acquisition of ~~Directors of~~ Dowlais Group plc (Dowlais) onwhereby ~~the~~we ~~terms~~acquired ofthe aentire ~~recommended~~issued ~~cash and~~ share ~~offer~~capital toof beDowlais ~~made~~(the byBusiness ~~AAM~~Combination). Pursuant to ~~acquire~~ the ~~entire~~Business ~~issued~~Combination, ~~and~~Dowlais toshareholders bereceived ~~issued~~for each Dowlais ordinary share: ~~capital~~0.0881 shares of ~~Dowlais,~~new aCompany ~~public~~common ~~limited~~stock ~~company~~and ~~incorporated~~43 inpence ~~England~~per ~~and~~share ~~Wales~~in ~~for~~cash (approximately $10.4459 ~~billion~~per share as of the closing date), resulting in ~~cash~~the ~~and~~issuance ~~AAM~~of approximately 117 million shares (~~the~~and ~~Business~~an ~~Combination).~~increase Wein ~~believe~~authorized ~~that~~shares ~~the~~from ~~Business~~150 ~~Combination~~million ~~will~~to ~~create~~375 million shares) and a ~~leading~~total ~~global~~purchase ~~driveline~~price ~~and~~of ~~metal~~approximately ~~forming~~$1.7 ~~supplier~~billion. ~~with~~Following athe ~~comprehensive~~close ~~product~~of ~~portfolio~~the transaction, the combined company is headquartered in Detroit, Michigan and aled ~~diversified~~by ~~customer~~the ~~base~~Company's Chairman and CEO.

~~Pursuant~~Disposition ~~to the Business Combination, Dowlais shareholders will be entitled to receive for each share~~ of ~~Dowlais’ common stock: 0.0863 shares of new~~ AAM ~~common~~India ~~stock,~~Manufacturing 42Corporation ~~pence per share in cash (approximately $0~~Pvt.~~52 per share) and up to 2.8 pence (approximately $0.035 per share) of Dowlais fiscal year 2024 final dividend prior to closing. Following the close of the transaction~~, ~~the combined company will be headquartered in Detroit, Michigan and will be led by AAM's Chairman and CEO~~Ltd. ~~The transaction is expected to close by the end of 2025, subject to approval by both sets of shareholders, regulatory approvals, and satisfaction of customary closing conditions.~~

~~Pending~~During ~~Sale~~2025, we completed the sale of our commercial vehicle axle business and related assets in India (AAM India Manufacturing Corporation Pvt., Ltd.) to Bharat Forge Limited (BFL) for approximately $65 million, net of closing adjustments (the India Sale Agreement). For the years ended December 31, 2025 and 2024, we recorded impairment charges of $8 million and $12 million, respectively, to reduce the carrying value of this business to fair value less costs to sell.

In October 2024, we entered into a definitive agreement to sell our commercial vehicle axle business and related assets in India (AAM India Manufacturing Corporation Pvt., Ltd.) for a sales price of $65 million, subject to certain customary adjustments at closing (the India Sale Agreement). The sale is expected to close in the first half of 2025, subject to customary closing conditions, including the receipt of regulatory approvals.28

29Uncertainty Associated with Tariffs and Trade Relations

In 2025, the U.S. government implemented tariffs and increased certain existing tariffs on various products including assembled vehicles and automotive parts and components imported into the U.S., and there is considerable uncertainty around the extent, timing and duration of these tariffs. This has resulted in retaliatory tariffs against the U.S. by the governments of various countries, resulting in significant instability and uncertainty in U.S. trade relations with certain countries. Additionally, the expected 2026 review of the United States-Mexico-Canada Agreement (USMCA) could further contribute to this instability and uncertainty in trade relations.

For the year ended December 31, 2025, the net impact on earnings related to the aforementioned tariffs was approximately $10 million and we expect a continuing impact from tariffs in future periods. We are implementing mitigation actions and pursuing recoveries from our customers for the cost increases resulting from the tariffs but have not reached final agreement with all customers and therefore the total amount and timing of such recoveries is unknown. Further, certain of these recoveries may include government issued credits and there is uncertainty about whether we will be able to effectively monetize such credits.

Commercial Matters

In April 2024, one of our largest customers notified ~~AAM~~the Company that production purchase orders related to a previously announced contract to supply e-Beam axles for a future vehicle program were terminated. We believe that the termination of these purchase orders reflects, in part, the significant uncertainty currently underlying the electric vehicle environment, including volatility in estimated volumes and the timing of production. We have submitted a cancellation claim to recover certain costs incurred in connection with the terminated purchase orders. As of December 31, 2024, we have approximately $70 million of assets in our Consolidated Balance Sheet associated with this program, consisting of capitalized engineering, design and development costs and other commercial amounts. As of the date of this report, we believe we are entitled to claim and recover the full amount. However, due to the nature of the cancellation claim process, and the need to reach final resolution with the customer, the ultimate amount to be recovered is not determinable and could differ materially from the amount included in our Consolidated Balance Sheet.

30In January of 2026, we reached a settlement agreement with the customer on this matter (the Electric Vehicle Cancellation Settlement). As a result, we expect to receive approximately $28 million in the first quarter of 2026 for the reimbursement of the Company's capitalized engineering, design and development costs. In addition, we recorded a charge in the fourth quarter of 2025 of $20 million for the write-off of certain assets that were not recovered under the agreement, and also recorded a write-off of approximately $22 million related to an asset for which there was an offsetting corresponding liability that was also substantially removed. This settlement agreement is final resolution of this matter with the customer and we do not expect any additional impact in future periods.

INDUSTRY TRENDS

There are a number of significant trends affecting the markets in which we compete. Intense competition, volatility in the price and availability of raw materials, certain labor shortages, ~~and~~particularly those associated with skilled trades, increased labor costs, fluctuations in exchange rates and interest rates, 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 evolving customer demands. The ability to respond timely to the continued advancement of technology and product innovation, as well as the ability to enhance cost reduction initiatives and continue to source programs and maintain a resilient supply chain on a global basis, are critical to attracting and retaining business in our global markets.

INDUSTRY UNCERTAINTY REGARDING ADOPTION OF ELECTRIC VEHICLES The automotive industry has experienced lower than anticipated adoption of electric vehicles. Various barriers to end-user acceptance exist, such as higher vehicle cost, limited offerings, safety concerns, regulatory uncertainty, battery range and vehicle performance anxiety and a lack of necessary charging infrastructure. As a result, there is significant uncertainty currently underlying the electric vehicle environment, including volatility in estimated volumes and the timing of program launches and production of electric vehicles. This uncertainty has caused industry participants to reassess capital allocation plans, and has resulted in the extension of certain internal combustion engine (ICE) and hybrid programs.

Additionally, competition to develop and market new and alternative technologies and fuel types, including from new market entrants such as non-traditional automotive companies and technology companies continues to increase. 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 technologies.

We are responding, in part, with ongoing research and development (R&D) activities, reviewing our capital investment plans and continuing to enhance our product portfolio to allow us to meet our customers' needs for high performance vehicles with reduced emissions and reduced environmental impact. We are improving existing products to reduce emissions through lightweighting and efficiency initiatives, such as higher speed transmissions, and downsized engines and continuing to develop new technologies, such as hybrid and electric driveline systems and related subsystems and components. Through lightweight and high-efficiency axles, all-wheel drive systems, high-strength connecting rod technology, refined vibration control systems, and hybrid and electric vehicle components, including our e-drive systems and e-Beam axle technology, we have significantly advanced our efforts to improve ride and handling performance, while reducing emissions and mass. Our efforts have positioned us to compete in the evolving global marketplace.

~~INCREASED~~GLOBAL ~~FOCUS~~CONSUMER ONPREFERENCE ~~ENVIRONMENTAL~~AND OEM PRODUCTION FAVORING LIGHT TRUCKS, ~~SOCIAL~~SPORT ~~AND~~UTILITY ~~GOVERNANCE~~VEHICLES (~~ESG~~SUVs) ~~INITIATIVES~~ AND ~~REPORTING~~ CROSSOVER VEHICLES (CUVs) There has been aongoing ~~growing~~demand ~~focus~~for onlight ~~ESG~~trucks, ~~initiatives~~SUVs and ~~reporting~~CUVs byin ~~industry~~certain ~~stakeholders~~markets, ~~including~~while ~~customers,~~demand ~~suppliers,~~for ~~providers~~passenger ofcars ~~debt~~has ~~and~~decreased. ~~equity~~This ~~capital~~increase in demand for light trucks, ~~regulators~~SUVs and ~~those~~CUVs inhas ~~the~~been ~~workforce.~~driven ~~These~~by ~~topics~~changes ~~are~~in ~~increasingly~~consumer ~~driving~~preference ~~decisions~~as technology advancements have made bythese ~~our~~vehicles ~~stakeholders.~~lighter ~~The~~and ~~ability~~more ofefficient. Certain OEMs ~~and~~are ~~suppliers~~responding to ~~continually~~this ~~communicate~~change ~~and~~in ~~meet~~consumer ~~expectations~~preference onby ~~ESG~~shifting ~~programs~~their ~~and~~focus ~~initiatives,~~to ~~comply~~developing ~~with~~and ~~expanding~~manufacturing ~~regulatory~~these ~~requirements~~types of vehicles, ~~and~~resulting ~~manage~~in ~~the~~a ~~cost~~significant reduction of ~~complying~~passenger ~~with~~car ~~such~~vehicle ~~regulatory requirements~~programs, ~~will~~especially ~~impact~~in ~~their~~North ~~competitive~~America. ~~advantage~~We tohave ~~attract~~benefited ~~and~~from ~~retain~~this trend as a significant portion of our business supports light truck, asSUV ~~well~~and asCUV aprograms ~~skilled~~in ~~workforce~~North America.

WeGLOBAL ~~have~~AUTOMOTIVE ~~responded~~PRODUCTION toAND ~~this~~INCREASED ~~trend~~INDUSTRY byCONSOLIDATION Our ~~implementing~~customers ~~and~~continue ~~launching~~to ~~programs~~design ~~and~~their ~~initiatives~~products ~~addressing~~to ~~each~~meet ~~topic~~demand ~~under~~in ~~ESG,~~global ~~such~~markets ~~as E4 (E-to-the-fourth), AAM’s energy~~ and ~~environmental~~therefore ~~sustainability~~require ~~program~~global tosupport ~~drive~~from ~~continuous~~their ~~improvement~~suppliers. inFor ~~our~~this ~~operations by reducing energy consumption~~reason, ~~greenhouse~~it ~~gas~~is ~~(GHG)~~critical ~~emissions~~that ~~and~~suppliers ~~water~~maintain ~~use~~a ~~while~~global ~~minimizing~~presence ~~waste~~in ~~and~~these ~~lessening~~markets ~~the~~in ~~environmental~~order ~~impact~~to ofcompete ~~our~~for ~~production~~new ~~operations~~contracts. ~~Also,~~We ashave ~~part~~business ofand ~~our~~engineering ~~continued~~offices ~~focus~~around onthe ~~reducing~~world ~~GHG emissions, we have committed~~ to ~~reaching~~support ~~net-zero~~our ~~carbon~~global ~~emissions~~locations ~~by 2040,~~ and ~~have~~provide ~~received~~technical ~~the~~solutions ~~validation~~to of our ~~net-zero~~customers ~~emissions~~on ~~targets by the climate-action organization Science Based Targets Initiative (SBTi). The SBTi is~~ a ~~partnership~~regional ~~between CDP (formerly known as the Climate Disclosure Project)~~basis, ~~the~~including ~~United~~in ~~Nations~~North ~~Global Compact~~America, ~~World~~which ~~Resources~~represents ~~Institute (WRI) and~~ the ~~World~~largest ~~Wide~~portion ~~Fund~~of ~~for~~our ~~Nature~~core ~~(WWF)~~business, ~~that~~as ~~drives~~well ~~ambitious~~as ~~climate action~~ in ~~the~~China ~~private~~and ~~sector~~Europe bywhere ~~enabling~~consumer ~~companies~~acceptance ~~to set greenhouse gas emissions reduction targets that are in line with what the latest climate science deems necessary to meet the goals~~ of ~~international~~electric ~~agreements~~vehicles onhas ~~climate~~been ~~change~~stronger.

31At the same time, in 2025, the U.S. government implemented tariffs and increased certain existing tariffs on various products including assembled vehicles and automotive parts and components imported into the U.S. In response, various other countries have imposed retaliatory tariffs against the U.S. This has resulted in some OEMs and their suppliers shifting focus to producing more products within the U.S.

AnThe ~~in-depth~~cyclical ~~review~~nature of ~~non-financial~~the ~~metrics~~automotive ~~and~~industry, ~~strategies~~volatile ~~related~~commodity toprices, ~~our~~the ~~ESG~~shifting ~~initiatives~~demands ~~and~~of ~~programs~~consumer ispreference, ~~included~~regulatory inrequirements ~~our~~and ~~annual~~trade ~~Sustainability~~agreements ~~Report,~~require ~~which~~OEMs ~~includes~~and ~~more~~suppliers ~~details~~to onremain ~~our~~agile ~~sustainability~~with ~~programs,~~regard ~~initiatives~~to product development and ~~future~~global ~~objectives~~capability. A ~~This~~critical ~~report~~objective for OEMs and ~~other~~suppliers ~~ESG~~is ~~areas~~the ofability ~~focus,~~to ~~such~~meet asthese ~~AAM’s~~global ~~leadership,~~demands ~~are~~while ~~made~~effectively ~~available~~managing tocosts ~~stakeholders~~and capital investment. Some OEMs and suppliers may be preparing for these challenges through ~~our~~merger ~~company~~and ~~website.~~acquisition ~~While~~activity, ~~evolving~~restructuring ~~expectations~~actions, ~~expanding~~development ~~regulatory~~of ~~requirements~~strategic partnerships and ~~reporting~~reduction ~~standards~~of ~~are~~vehicle ~~driving~~platform ~~increased~~complexity. ~~ESG~~In ~~reporting~~order ~~and~~to ~~increased~~effectively ~~costs~~drive oftechnology ~~compliance~~development, ~~this~~recognize ~~trend~~cost ~~aligns~~synergies, ~~with~~optimize ~~our~~capacity ~~cultural~~utilization, ~~values~~ and ~~commitment~~efficiently toserve ~~profitably~~global ~~grow~~markets, ~~our~~the ~~business~~industry may continue to see consolidation in athe ~~way~~supply ~~that~~base isas ~~sustainable~~companies recognize and ~~socially~~respond ~~responsible~~to the need for scalability.

~~GLOBAL~~In ~~CONSUMER~~addition ~~PREFERENCE~~to ~~AND~~the ~~OEM~~Company's ~~PRODUCTION~~technology ~~FAVORING~~development ~~LIGHT~~relationships ~~TRUCKS,~~and ~~SPORT~~organic ~~UTILITY~~growth ~~VEHICLES~~in ~~AND~~technology ~~CROSSOVER~~and ~~VEHICLES~~processes, ~~There~~our ~~has~~acquisition ~~been~~of ~~ongoing~~Dowlais ~~demand~~provides ~~for~~a ~~light~~significant ~~trucks,~~opportunity ~~SUVs~~for ~~and~~us ~~CUVs~~to inleverage ~~certain~~complementary ~~markets~~technologies, ~~while~~expand ~~demand~~our ~~for~~product ~~passenger~~portfolio, ~~cars~~diversify ~~has~~our ~~decreased.~~global ~~This~~customer ~~increase in demand for light trucks~~base, ~~SUVs~~ and ~~CUVs~~strengthen ~~has~~our ~~been~~long-term ~~driven~~financial byprofile ~~changes~~through ingreater ~~consumer~~scale. ~~preference~~The assynergies ~~technology~~anticipated ~~advancements~~from ~~have~~this ~~made~~acquisition ~~these vehicles lighter and more efficient. Certain OEMs~~ are ~~responding~~expected to ~~this~~enhance ~~change~~our inability ~~consumer preference by shifting their focus~~ to ~~developing~~compete ~~and manufacturing these types of vehicles, resulting~~ in atoday's ~~significant~~technological ~~reduction of passenger car vehicle programs~~environment, ~~especially~~while inremaining ~~North~~cost ~~America.~~competitive Wethrough ~~have~~increased ~~benefited~~scale ~~from this trend as a significant portion of our business supports light truck, SUV~~ and ~~CUV programs in North America~~integration.

~~GLOBAL~~ARTIFICIAL ~~AUTOMOTIVE~~INTELLIGENCE ~~PRODUCTION~~TRANSFORMATION ~~AND~~OF ~~INDUSTRY CONSOLIDATION~~BUSINESS ~~Our~~Artificial ~~customers~~intelligence ~~continue~~(AI) tohas ~~design~~seen ~~their~~escalating ~~products~~rates toof ~~meet~~adoption, ~~demand~~driven inby ~~global~~increasingly ~~markets~~sophisticated ~~and~~technology ~~therefore~~development ~~require~~and ~~global~~continued ~~support~~investment. ~~from~~As ~~their~~a ~~suppliers. For~~result, ~~this reason~~businesses, itincluding isOEMs ~~critical~~and ~~that~~their suppliers, ~~maintain~~continue ato ~~global~~utilize ~~presence~~this intechnology ~~these~~to ~~markets~~identify inadditional ~~order~~applications tofor ~~compete~~AI ~~for~~to ~~new~~improve ~~contracts. We~~efficiency, ~~have~~increase ~~business~~automation and ~~engineering~~enhance ~~offices~~decision ~~around~~making. At the ~~world~~same totime, ~~support~~uncertainty ~~our~~exists ~~global~~about ~~locations~~the reliability and ~~provide~~security ~~technical~~of ~~solutions~~AI, toleading ~~our~~various ~~customers~~governments onand aother ~~regional~~stakeholders ~~basis,~~to ~~including~~begin indeveloping ~~North~~laws ~~America,~~and ~~which~~regulatory ~~represents~~frameworks ~~the~~for ~~largest~~AI. ~~portion~~We ofare ~~our~~currently ~~core~~assessing ~~business,~~how asAI ~~well~~can ascomplement inour ~~China~~existing operations, policies and ~~Europe~~business ~~where~~practices, ~~consumer~~while ~~acceptance~~acknowledging ofthe ~~electric~~risks ~~vehicles~~presented ~~has~~by ~~been~~this ~~stronger~~emerging technology.

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 and capital investment. Some OEMs and suppliers may be preparing for these challenges through merger and acquisition activity, restructuring actions, development of strategic partnerships and reduction of vehicle platform complexity. In order to effectively drive technology development, recognize cost synergies, optimize capacity utilization, 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.30

EMERGENCE OF CHINA AS THE LARGEST AUTOMOTIVE MARKET China has established itself as the largest automotive market in the world. In ~~addition~~response to ~~AAM's~~the ~~technology~~growth ~~development~~of ~~relationships~~this market, new Chinese entrants to the automotive industry have emerged, first with success within China, and ~~organic~~are ~~growth~~now inbeginning ~~technology~~to expand into additional markets, particularly where electric and ~~processes~~hybrid vehicles have higher acceptance, ~~AAM's~~such ~~pending~~as ~~acquisition~~in ofEurope. ~~Dowlais~~This ~~provides~~shift ahas ~~significant~~led ~~opportunity~~incumbent ~~for~~OEMs ~~AAM~~in these markets to ~~leverage~~compete ~~complementary~~with ~~technologies~~the new Chinese market entrants on the basis of cost, ~~expand~~vehicle ~~our~~features ~~product~~and ~~portfolio~~innovation. Further, ~~diversify~~these ~~our~~OEMs ~~global~~typically ~~customer~~have an established supply base, also leading to increased competition for suppliers in these regions. We are responding to the growth of the Chinese market, and ~~strengthen~~the expansion of these OEMs into other markets by continuing to establish relationships with these OEMs and continuing to win new business awards from these customers based on our ~~long-term~~technology ~~financial~~innovation ~~profile~~and ~~through~~commitment ~~greater~~to ~~scale~~quality. ~~The~~Additionally, ~~anticipated~~our ~~synergies~~acquisition of ~~this~~Dowlais ~~acquisition~~provides ~~are~~us ~~expected~~with the opportunity to ~~enhance~~diversify ~~AAM's~~our ~~ability~~geographic tofootprint ~~compete~~within inChina ~~today's~~and ~~technological~~other ~~environment~~regions, ~~while~~expand ~~remaining~~our ~~cost~~product ~~competitive~~portfolio ~~through~~and ~~increased~~customer ~~scale~~base and ~~integration~~leverage our size and scale to more effectively navigate these changes within the automotive industry.

We also continue to evaluate our existing product portfolio for areas that are not core to our business in order to enhance AAM's ability to compete globally while remaining cost competitive.

EVOLUTION OF THE AUTOMOTIVE INDUSTRY AS DEMAND FOR AUTONOMOUS VEHICLES AND RIDE-SHARING INCREASES A developing trend is the expectation that autonomous, self-driving cars are expected to become more common with continued advancements in technology, including applications such as last mile delivery. 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 with advanced capabilities in this area to be competitive in this expanding market.

With population growth, increased government regulations to ease congestion and generational shifts in preferences, it is expected that the markets for autonomous vehicles, ride-sharing, vehicle subscription services and micro-mobility services will continue to grow, which could cause a change in the type of vehicles utilized. However, the growth in these areas will be dependent on, among other things, cost and availability to end users, continued establishment of infrastructure and advancements in technological capabilities.

VOLUMES AND OUTLOOK

Our results of operations, financial condition and cash flows are significantly impacted by fluctuations in production volumes on the vehicle programs that we support. The following table represents historical and forecasted light vehicle production volumes in North America as our business is most significantly impacted by production volume fluctuations in this region. As our business is also dependent on certain automotive segments, primarily the light truck, SUV and CUV segments, production volume fluctuations for the light vehicle market as a whole may not necessarily be indicative of the vehicle programs that we support.

	(units in millions, except percentages)
	2025 Outlook	% change		2024	% change		2023
	2026 Outlook	% change		2025	% change		2024
North America	15.10	(2.60)	%	15.53	(01.63)	%	15.65
Source: S&P Global Mobility, January 2025
Source: S&P Global Mobility, January 2026

~~Production volumes in North America were flat in 2024, as compared to 2023.~~ We expect production volumes in North America, Europe and China to be approximately 15.10 million units, ~~in 2025~~16.9 Wemillion ~~expect~~units ~~volumes~~and in32.7 ~~other~~million ~~major~~units, ~~geographic~~respectively, ~~regions~~ in 2026, all of which weare ~~operate~~relatively tostable beas ~~flat~~compared to ~~modest~~volumes ~~decreases~~ in ~~2025,~~those assame ~~compared~~regions toin ~~2024~~2025.

3331

The discussion of our Results of Operations, Reportable Segments, and Liquidity and Capital Resources for ~~2023~~2024, as compared to ~~2022~~2023, can be found within "Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2023~~2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 1614, ~~2024~~2025, which discussion is incorporated herein by reference.

RESULTS OF OPERATIONS

NET SALES

	Year Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		Change		Percent Change
Net sales	$	65,~~124~~836.97	$	6,~~079~~124.59	$	45(288.42)	0(4.7)	%

The ~~increase~~change in net sales in ~~2024~~2025, as compared to ~~2023~~2024, primarily reflects ~~increased~~lower production volumes on certain vehicle programs that we support asand ~~2023~~a ~~sales~~reduction ~~were~~of ~~negatively~~approximately ~~impacted~~$57 bymillion anas ~~estimated~~a ~~$99~~result ~~million~~of ~~associated~~the ~~with~~sale ~~the~~of ~~UAW~~AAM ~~work~~India ~~stoppage~~Manufacturing ~~that~~Corporation ~~occurred~~Pvt., inLtd., ~~the~~which ~~second~~was ~~half~~completed ofon ~~2023~~July 1, 2025. ~~This~~These ~~increase~~decreases ~~was~~were partially offset by aan ~~reduction~~increase of approximately $5047 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

COST OF GOODS SOLD

	Year Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		Change		Percent Change
Cost of goods sold	$	5,~~383~~132.52	$	5,~~455~~383.25	$	(71251.73)	(14.37)	%

The ~~change~~decrease in cost of goods sold ~~primarily~~in ~~reflects~~the ayear ~~reduction~~ended ofDecember ~~approximately~~31, ~~$49~~2025, ~~million~~as ~~associated~~compared ~~with~~to the ~~effect~~year ofended ~~metal~~December ~~market~~31, ~~pass-throughs~~2024, toprimarily ~~our~~reflects ~~customers~~lower ~~and~~production ~~the~~volumes ~~impact~~on ofcertain ~~foreign~~vehicle ~~exchange~~programs ~~related~~that towe ~~translation adjustments~~support, as well as a reduction of approximately $1753 million inas ~~depreciation~~a ~~expense.~~result Inof ~~addition,~~the ~~cost~~sale of ~~goods~~AAM ~~sold~~India ~~for~~Manufacturing Corporation Pvt., Ltd., and the ~~year~~impact ~~ended~~of ~~December~~improved ~~31,~~operating ~~2023~~performance. ~~reflects~~These ~~approximately~~decreases ~~$7 million~~were ofpartially ~~expense~~offset ~~related~~by toan aincrease ~~field~~of ~~action~~approximately $36 million associated with ~~one~~the effect of ~~our~~metal ~~largest~~market pass-throughs to our customers ~~for~~and athe ~~die~~impact ~~cast~~of ~~component~~foreign ~~included~~exchange inrelated ~~transmission~~to ~~assemblies~~translation adjustments. For ~~both of~~ the ~~years~~year ended December 31, ~~2024 and December 31~~2025, ~~2023,~~ material costs were approximately 5754% of total cost of goods sold, as compared to approximately 57% for the year ended December 31, 2024.

GROSS PROFIT

Year Ended December 31,

(in millions)

~~2024~~2025

~~2023~~2024

Change

Percent Change

Gross profit

~~741~~704.45

~~624~~741.34

~~117~~(36.19)

18(5.80)

Gross margin was 12.1% in ~~2024~~both as2025 ~~compared~~and ~~to 10~~2024.3% ~~in 2023.~~ Gross profit and gross margin were impacted by the factors discussed in Net ~~sales~~Sales and Cost of ~~goods~~Goods ~~sold~~Sold above.

3432

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

	Year Ended December 31,
(in millions)	~~2024~~2025		~~2023~~2024		Change		Percent Change
Selling, general and administrative expenses	$	~~387~~389.10	$	~~366~~387.91	$	201.29	50.5	%

SG&A as a percentage of net sales was 6.37% in ~~2024~~2025 as compared to 6.03% in ~~2023~~2024. R&D expense, net of engineering, design and development (ED&D) recoveries, was approximately $~~159~~147.0 million in ~~2024~~2025, as compared to $~~155~~159.40 million in ~~2023~~2024. InThe ~~addition to the increase in net R&D expense, the~~ change in SG&A ~~primarily~~in ~~reflects~~2025, ~~higher~~as ~~incentive~~compared ~~compensation~~to ~~expense~~2024, ~~and~~was ~~professional~~primarily ~~fees~~attributable ~~related~~ to ~~our~~increased ~~ongoing~~incentive ~~tax~~compensation ~~litigation~~expense, aswhich ~~further~~was ~~described~~substantially inoffset ~~Note~~by 13the -decrease ~~Income~~in ~~Taxes~~R&D expense.

AMORTIZATION OF INTANGIBLE ASSETS Amortization expense related to intangible assets was $81.8 million for the year ended December 31, ~~2024~~2025 ~~was $82.9 million~~ as compared to $8582.69 million for the year ended December 31, ~~2023~~2024.

IMPAIRMENT ~~CHARGE~~CHARGES AsIn aconnection ~~result~~with of the India Sale Agreement, ~~the~~we ~~assets~~recorded ~~and~~impairment ~~liabilities~~charges ~~associated~~of ~~with~~$8.0 ~~this~~million ~~business~~and ~~have~~$12.0 ~~met~~million in the ~~criteria~~years toended beDecember ~~classified~~31, as2025 ~~held-for-sale.~~and ~~Upon~~December ~~reclassification~~31, ~~to held-for-sale in~~ 2024, werespectively, ~~recorded an impairment charge of $12 million~~ to reduce the carrying value of this business to fair value less cost to sell. ~~This impairment charge was primarily driven by approximately $30 million of accumulated currency translation adjustments that were included in the calculation of the carrying value of this business.~~ See Note 2 - Acquisitions and Dispositions for ~~more~~additional detail regarding the India Sale Agreement.

RESTRUCTURING AND ACQUISITION-RELATED COSTS Restructuring and acquisition-related costs were $18113.04 million infor ~~2024~~the ~~and~~year ~~$25.2~~ended ~~million~~December in31, ~~2023. As part of our restructuring actions~~2025, weas ~~incurred~~compared ~~severance~~to ~~charges of approximately~~ $618.50 million, asfor ~~well~~the asyear ~~implementation~~ended ~~costs~~December 31, ~~consisting~~2024. ~~primarily~~The ofchange ~~plant~~in ~~exit~~restructuring ~~costs,~~and ofacquisition-related ~~approximately~~costs ~~$3.5~~was ~~million~~primarily ~~during~~related ~~2024.~~to Inacquisition-related ~~2023,~~costs we incurred ~~severance~~in ~~charges~~connection ofwith ~~approximately~~the ~~$7.2~~Business ~~million~~Combination, as well as ~~implementation~~increased ~~costs,~~restructuring ~~consisting primarily of plant exit~~ costs ~~and~~as ~~professional~~we ~~fees,~~focused ofon ~~approximately~~optimizing ~~$11.1~~our ~~million.~~cost Westructure ~~expect to incur approximately $20 million to $30 million of total restructuring costs~~ in 2025. ~~See~~ahead ~~Note~~of 12the -closing ~~Restructuring~~date ~~and~~of ~~Acquisition-Related~~the ~~Costs~~Business ~~for further detail~~Combination.

~~Also~~In in2026, ~~2024~~on a Dauch stand-alone basis, we ~~incurred~~expect ~~integration~~to ~~charges~~incur ofapproximately $~~2.3~~25 million asto we$45 ~~furthered~~million ~~our integration~~ of ~~Tekfor.~~restructuring ~~This~~charges ~~compares~~associated towith ~~$6.9~~the ~~million~~2024 ofProgram ~~integration~~and ~~charges~~our ~~incurred~~continued inrestructuring ~~2023~~actions associated with Tekfor. ~~Integration~~We ~~expenses~~expect ~~primarily~~total ~~reflect~~restructuring ~~costs~~charges ~~for~~in ~~information~~2026, ~~technology~~inclusive ~~infrastructure~~of ~~and~~both ~~enterprise~~Dauch ~~resource~~stand-alone ~~planning~~costs ~~systems,~~ and ~~consulting~~costs ~~fees~~expected to be incurred inunder ~~conjunction~~Dowlais ~~with~~restructuring ~~integration~~plans, ~~activities.~~to be approximately $100 million to $140 million.

In ~~On January 29~~addition, ~~2025,~~we ~~AAM~~expect ~~announced~~to ~~the~~incur ~~pending~~approximately ~~Business~~$60 ~~Combination~~million ~~with~~to ~~Dowlais. We incurred~~ $~~5.7~~70 million of ~~expense~~acquisition-related ~~associated~~costs, ~~with~~and ~~the~~approximately ~~Business~~$100 ~~Combination~~million into ~~2024,~~$125 ~~primarily~~million ~~related~~of tointegration ~~legal~~costs, ~~and~~in ~~professional~~2026 ~~fees.~~associated ~~In connection~~ with the Business Combination,. ~~we expect to incur significant acquisition~~Acquisition-related costs ~~consisting~~primarily consist of, ~~among other items,~~ advisory, legal, accounting, valuation and certain other professional or consulting ~~services.~~fees ~~Certain~~incurred, ofas ~~these~~well ~~costs~~as ~~are~~certain ~~expected~~compensation-related toitems beassociated ~~incurred~~with ~~throughout~~the ~~2025~~Business ~~and~~Combination. aIntegration ~~substantial~~expenses ~~portion~~primarily ofreflect ~~these~~ costs ~~occur~~incurred atfor ~~closing,~~information ~~which~~technology weinfrastructure, ~~currently~~ongoing ~~expect~~operational byactivities ~~the~~and ~~end~~consulting offees ~~2025,~~incurred ~~subject~~in toconjunction ~~approval~~with byintegration ~~both~~activities. ~~sets~~See ofNote ~~shareholders,~~12 ~~regulatory~~- ~~approvals,~~Restructuring and ~~satisfaction~~Acquisition-Related ofCosts ~~customary~~for ~~closing~~additional ~~conditions.~~detail regarding our restructuring, acquisition and integration activity.

OPERATING INCOME Operating income was $~~241~~112.43 million in ~~2024~~2025 as compared to $~~146~~241.64 million in ~~2023~~2024. Operating margin was 31.9% in ~~2024~~2025 as compared to 23.49% in ~~2023~~2024. The changes in operating income and operating margin in ~~2024~~2025, as compared to ~~2023~~2024, were primarily due to the factors discussed in Net ~~sales~~Sales, Cost of ~~goods~~Goods ~~sold~~Sold and ~~SG&A~~Restructuring and Acquisition-Related Costs above.

INTEREST EXPENSE Interest expense was $~~186~~201.01 million in ~~2024~~2025 and $~~201~~186.70 million in ~~2023~~2024. The ~~decrease~~increase in interest expense in ~~2024~~2025, as compared to ~~2023~~2024, was primarily due to ~~lower~~the ~~outstanding~~issuance ~~borrowings~~of asnew aindebtedness ~~result~~in the fourth quarter of ~~our~~2025 ~~debt~~in ~~reduction~~connection ~~initiatives~~to the Business Combination. The weighted-average interest rate of our total debt outstanding was 6.6% in ~~2024~~both 2025 and 62024.8% ~~in 2023.~~ We expect our interest expense in ~~2025~~2026 to be ~~approximately~~in the range of $~~170~~340 million to $~~180~~360 million.

INTEREST INCOME Interest income was $2839.18 million in ~~2024~~2025 and $2628.21 million in ~~2023~~2024. ~~Interest~~In ~~income~~connection ~~primarily~~with ~~includes~~the ~~interest~~6.375% ~~earned~~senior onsecured ~~cash~~notes ~~and~~due ~~cash~~2032 ~~equivalents~~(the 6.375% Notes) and 7.75% senior unsecured notes due 2033 (the ~~deferred~~7.75% ~~payment~~Notes, ~~obligation~~and ~~associated~~together with the ~~sale~~6.375% Notes, the Notes) issued by AAM, Inc. on October 3, 2025, we received approximately $14 million of ~~our~~interest ~~former~~income ~~Casting~~in ~~segment~~the fourth quarter of 2025 on the proceeds from the Notes placed in segregated escrow accounts. See Note 4 - Long-Term Debt for further detail on the financing for the Business Combination and the funds in escrow.

3533

OTHER INCOME (EXPENSE) Following are the components of Other Income (Expense) for ~~2024~~2025 and ~~2023~~2024:

Debt refinancing and redemption costs In ~~2024~~2025, we ~~amended~~expensed ~~our~~$3.3 million ~~existing~~of fees and unamortized debt issuance costs in connection with the Second Amendment to the Amended and Restated Credit ~~Agreement~~Facility, ~~and~~as ~~established~~well as $2.9 million of unamortized debt issuance costs in connection with the ~~New~~redemption ~~Term~~of ~~Loan~~the B6.50% ~~Facility~~Notes due 2027 and the partial redemption of the 6.875% Notes due 2028. See Note 4 - Long-Term Debt for further detail on the ~~New~~Second ~~Term~~Amendment ~~Loan~~to Bthe ~~Facility.~~Amended Asand aRestated ~~result~~Credit Facility, wethe ~~incurred~~redemption ~~approximately~~of $0the 6.~~2 million~~50% ofNotes ~~debt~~due ~~refinancing~~2027 and ~~redemption~~the ~~costs~~partial ~~during~~redemption of the ~~year~~6.875% ~~ended~~Notes ~~December~~due ~~31, 2024~~2028.

In 2024, we amended our existing Amended and Restated Credit Agreement and established a New Term Loan B Facility. As a result, we incurred approximately $0.2 million of debt refinancing and redemption costs during 2024. In addition, in 2024, we voluntarily redeemed the remaining $127.6 million of our then outstanding 6.25% Notes due 2026. This resulted in expense of approximately $0.4 million for the write-off of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing.

InGain ~~2023,~~(Loss) weon ~~made~~Business ~~voluntary~~Combination ~~prepayments~~Derivative In ~~totaling~~2025, ~~$26.0 million~~we onrecognized ~~our~~an ~~Term~~unrealized ~~Loan~~gain ~~A Facility and $20.2 million~~ on ~~our~~the ~~Term~~Business ~~Loan~~Combination BDerivative ~~Facility.~~of ~~As a result, we expensed approximately~~ $152.1 9 million. ~~for~~See ~~the~~Note ~~write~~5 -~~off~~ ofDerivatives aand ~~portion~~Risk ofManagement ~~the~~for ~~unamortized~~additional ~~debt~~detail ~~issuance~~on ~~costs that we had been amortizing over~~ the ~~expected~~Business ~~life~~Combination ~~of these borrowings~~Derivative.

~~Also~~Loss inon ~~2023,~~equity wesecurities We ~~voluntarily~~had ~~redeemed~~previously ainvested ~~portion~~in the equity securities of ~~our~~REE ~~6.25%~~Automotive, ~~Notes~~which ~~due~~were ~~2026.~~measured ~~This~~at ~~resulted~~fair value each reporting period with changes in fair value reported as a ~~principal~~gain ~~payment~~or ofloss ~~$50.0 million~~within ~~and~~Other weincome ~~expensed~~(expense), ~~approximately~~net ~~$0.2 million~~in ~~for~~our ~~the~~Consolidated ~~write-off~~Statement of aOperations. ~~portion~~During of2024, ~~the~~we ~~unamortized~~sold ~~debt~~all ~~issuance~~of ~~costs~~our ~~that~~remaining weequity ~~had~~securities ~~been~~of ~~amortizing~~REE ~~over~~Automotive, ~~the~~resulting ~~expected~~in ~~life~~a loss of ~~this~~$0.1 ~~borrowing~~million.

~~Pension~~Other ~~curtailment~~income ~~and~~(expense), ~~settlement~~net Other ~~charges~~income ~~For~~(expense), net includes the ~~year~~net ~~ended~~effect ~~December~~of 31foreign exchange gains and losses, ~~2023~~our proportionate share of earnings from equity in unconsolidated subsidiaries, weand ~~recognized~~all $1components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was income of $3.8 million in 2025, as compared to expense of ~~pension~~$20.0 ~~curtailment~~million ~~and~~in ~~settlement~~2024. ~~charges~~The change in other income (expense), net was primarily ~~associated~~driven ~~with~~by ~~certain~~changes ~~restructuring~~in ~~activities~~foreign ~~initiated~~exchange gains and losses in ~~2023~~the year ended December 31, 2025, as compared to the year ended December 31, 2024.

~~Loss~~INCOME onTAX ~~equity~~EXPENSE ~~securities We~~Income ~~had~~tax ~~previously~~expense ~~invested~~was in$21.2 ~~the~~million ~~equity~~in ~~securities of REE Automotive~~2025, ~~which were measured at fair value each reporting period with changes in fair value reported~~ as acompared ~~gain~~to or$27.8 ~~loss~~million ~~within Other income (expense), net~~ in ~~our Consolidated Statement of Operations~~2024. ~~During~~Our ~~2024,~~effective weincome ~~sold~~tax ~~all~~rate ofwas ~~our remaining equity securities of REE Automotive~~1,413.3% ~~resulting~~ in a2025, ~~loss~~as ofcompared ~~$0.1~~to ~~million~~44.3% ~~We recognized an unrealized loss on our investment~~ in ~~REE shares of $1~~2024.1 ~~million for the year ended December 31, 2023.~~

~~Other~~On ~~income~~July ~~(expense)~~4, ~~net We~~2025, ~~include~~H.R. 1 (the ~~net~~One ~~effect~~Big ofBeautiful ~~foreign~~Bill ~~exchange~~or ~~gains~~the ~~and~~Act) ~~losses,~~was ~~our~~enacted ~~proportionate~~into ~~share~~law introducing a broad range of ~~earnings~~U.S. ~~from~~federal ~~equity~~tax inreform ~~unconsolidated~~provisions, ~~subsidiaries~~which included, among other items, extending and ~~all~~modifying ~~components~~certain ofkey ~~net~~Tax ~~periodic~~Cuts ~~pension~~& Jobs Act provisions and ~~postretirement~~expanding ~~benefit~~certain ~~costs~~Inflation Reduction Act incentives while accelerating the phase-out of other ~~than~~incentives. ~~service~~The ~~costs~~most inimpactful ~~Other~~provision ~~income~~of ~~(expense),~~the ~~net,~~Act ~~which~~for ~~was~~the Company is a permanent modification to the interest expense oflimitation ~~$20.0~~rules ~~million~~under inInternal ~~2024~~Revenue Code (IRC) Section 163(j), asincluding ~~compared~~an amendment to ~~income~~the ofAdjusted $Taxable Income (ATI) calculation required under IRC Section 163(j)(8)(A).1 ~~million~~Based inon ~~2023.~~the ~~The~~provisions ~~change~~of inthe ~~other~~Act, ~~income~~ATI is now computed without regard to any deduction allowable for depreciation and amortization (~~expense~~based on EBITDA as the interest limitation base), ~~net~~which ~~was~~has ~~primarily~~reduced ~~driven~~limitations byon ~~changes~~the indeductibility ~~foreign~~of ~~exchange~~our ~~gains~~business interest expense and ~~losses~~resulted in the ~~year~~realization ~~ended~~of ~~December~~additional ~~31,~~deferred ~~2024,~~tax asassets ~~compared~~related to previously disallowed interest expense carryforwards. During the year ended December 31, ~~2023~~2025 we recognized a full year income tax benefit of $18.4 million as a result of the enactment of the One Big Beautiful Bill.

~~INCOME~~For ~~TAX~~the ~~EXPENSE~~year ~~Income~~ended ~~tax~~December ~~expense~~31, ~~was~~2025, ~~$27.8~~our ~~million~~effective inincome ~~2024,~~tax asrate ~~compared~~varies tofrom ~~$9.1~~the ~~million in 2023~~U.S. ~~Our~~federal ~~effective~~statutory ~~income~~rate ~~tax~~primarily ~~rate~~due ~~was~~to ~~44.3%~~permanent inadjustments ~~2024,~~associated aswith ~~compared~~nondeductible totransaction ~~(37.1)%~~costs incurred in ~~2023.~~conjunction Inwith the ~~year~~Business ~~ended December 31~~Combination, ~~2023,~~the wemix ~~recognized~~of ~~income~~earnings ~~tax~~on ~~expense~~a ofjurisdictional ~~approximately~~basis ~~$36.1~~and ~~million~~the ~~attributable~~impact toof ~~both~~tax ~~increased~~expense from valuation allowances ~~on disallowed interest expense~~ in ~~the~~certain non-U.S. jurisdictions, as well as ~~net income tax expense resulting from various changes in determinations related to~~ the ~~potential~~impact ~~realization~~ of ~~deferred~~certain non-U.S. tax ~~assets~~rates and ~~the resulting establishment of, and release of, valuation allowances in certain~~ non-U.S. ~~jurisdictions~~withholding taxes. These ~~income~~increases in our effective tax ~~expenses~~rate were partially offset by athe ~~net~~impact ~~income~~of ~~tax~~the ~~benefit~~enactment of ~~approximately~~the ~~$26.1~~One ~~million~~Big ~~resulting~~Beautiful ~~from various internal reorganization and restructuring actions during 2023~~Bill, which resulted in ~~turn~~a ~~was~~full ~~partially~~year ~~offset~~income bytax ~~the~~benefit ~~associated~~of ~~impact~~$18.4 onmillion, ~~our foreign derived intangible income~~ and ~~disallowed~~the ~~interest~~favorable ~~deductions~~impact inof ~~the~~tax Ucredits.S.

36Our income tax expense and effective income tax rate for the year ended December 31, 2025 vary from our income tax expense and effective income tax rate for the year ended December 31, 2024 primarily as a result of the benefit recognized as a result of enactment of the One Big Beautiful Bill, as well as the mix of earnings on a jurisdictional basis.

In 2024, our effective income tax rate varied from the U.S. federal statutory rate primarily due to tax expense related to global intangible low-taxed income, as well as the impact of certain non-U.S. tax rates and non-U.S. withholding tax, partially offset by the impact of tax credits. Additionally, during the year ended December 31, 2024, we recognized an income tax benefit of $7.9 million as a result of elections made as part of our 2023 income tax return. For the year ended December 31, 2023, our effective income tax rate varies from the U.S. federal statutory rate primarily as a result of the impact of the discrete items noted above, as well as favorable non-U.S. tax rates and the impact of tax credits.34

Due to the uncertainty associated with the potential impact of geopolitical conflicts or events, as well as macroeconomic factors, including sustained or increased inflation, renegotiated trade agreements, and tariffs or import restrictions, we may experience lower than projected earnings in certain jurisdictions in future periods and, as a result, it is reasonably possible that changes in valuation allowances could be recognized in future periods and such changes could be material to our financial statements.

NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE (EPS) Net ~~income~~loss was $3519.07 million in ~~2024~~2025 as compared to net ~~loss~~income of $3335.60 million in ~~2023~~2024. Diluted ~~earnings~~loss per share was $0.2917 in ~~2024~~2025 as compared to diluted ~~loss~~earnings per share of $0.29 in ~~2023~~2024. Net income (loss) and EPS were primarily impacted by the factors discussed above.

3735

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. 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 to the segments.

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 engine, transmission, driveline and safety-critical components for traditional internal combustion engine and electric vehicle architectures including light vehicles, commercial vehicles and off-highway vehicles, as well as products for industrial markets.

The following tables outline our sales and Segment Adjusted EBITDA for each of our reportable segments for the years ended December 31, ~~2024,~~2025 ~~2023~~ and ~~2022~~2024 (in millions):


	Year Ended December 31, 2025

	Driveline		Metal Forming		Total
Sales	$	4,062.0	$	2,320.2	$	6,382.2
Less: Intersegment sales	2.8		542.7		545.5
Net external sales	$	4,059.2	$	1,777.5	$	5,836.7

Segment adjusted EBITDA	$	563.2	$	180.0	$	743.2


	Year Ended December 31, 2024

	Driveline		Metal Forming		Total
Sales	$	4,253.3	$	2,414.3	$	6,667.6
Less: Intersegment sales	1.4		541.3		542.7
Net external sales	$	4,251.9	$	1,873.0	$	6,124.9

Segment adjusted EBITDA	$	578.2	$	171.0	$	749.2

	Year Ended December 31, 2023
	Driveline		Metal Forming		Total
Sales	$	4,176.7	$	2,454.3	$	6,631.0
Less: Intersegment sales	0.2		551.3		551.5
Net external sales	$	4,176.5	$	1,903.0	$	6,079.5
Segment adjusted EBITDA	$	543.6	$	149.7	$	693.3

The change in Driveline sales for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily reflects lower production volumes on certain vehicle programs that we support, as well as a reduction of approximately $57 million as a result of the sale of AAM India Manufacturing Corporation Pvt., Ltd. These decreases were partially offset by the impact of certain commercial pricing and other recoveries from customers and an increase of approximately $32 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

	Year Ended December 31, 2022
	Driveline		Metal Forming		Total
Sales	$	4,063.5	$	2,280.7	$	6,344.2
Less: Intersegment sales	—		541.8		541.8
Net external sales	$	4,063.5	$	1,738.9	$	5,802.4
Segment adjusted EBITDA	$	510.9	$	236.4	$	747.3

The change in Metal Forming sales for the year ended December 31, 2025, as compared to the year ended December 31, 2024, reflects lower production volumes on certain vehicle programs that we support, partially offset by an increase of approximately $15 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

38We 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. For the year ended December 31, 2025, as compared to the year ended December 31, 2024, Segment Adjusted EBITDA for the Driveline segment reflects the impact of lower production volumes on certain vehicle programs that we support, partially offset by a reduction of SG&A expense of approximately $7 million, which was primarily the result of lower R&D expense, as well as the impact of certain commercial pricing and other recoveries from customers. Segment Adjusted EBITDA for the Driveline segment also reflects approximately $15 million of favorability in other segment income related to the change in

The increase in Driveline sales for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily reflects increased production volumes on certain vehicle programs that we support, including those associated with program launches in 2024 from our new and incremental business backlog. This was partially offset by a reduction of approximately $35 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. 36

~~The~~foreign ~~change~~exchange ingains ~~Metal~~and ~~Forming~~losses ~~sales~~during ~~for the~~ year ended December 31, ~~2024~~2025, as compared to the year ended December 31, 2023, was primarily the result of the lower production volumes on certain vehicle programs that we support, as well as a reduction of approximately $15 million associated with the effect of metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments2024. ~~These reductions in sales were partially offset by the timing of commercial recoveries for inflationary costs.~~

~~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.~~ For the year ended December 31, ~~2024~~2025, as compared to the year ended December 31, ~~2023~~2024, the ~~increase~~change in Segment Adjusted EBITDA for the ~~Driveline~~Metal Forming segment ~~primarily~~ reflects the impact of ~~increased~~lower production volumes on certain vehicle programs that we support, aspartially ~~well~~offset asby ~~the impact of~~ improved operating performance ~~and lower launch costs~~. ~~These increases in~~ Segment Adjusted EBITDA for ~~Driveline~~the ~~were~~Metal ~~partially~~Forming ~~offset~~segment byalso reflects approximately $2512 million of ~~increased~~favorability ~~SG&A~~in ~~expense~~other ~~primarily~~segment ~~resulting~~income ~~from~~related anto ~~increase~~the change in ~~allocated~~foreign ~~corporate~~exchange ~~SG&A~~gains ~~expenses~~and inlosses ~~2024~~during year ended December 31, 2025, as compared to ~~2023~~the year ended December 31, 2024.

For the year ended December 31, 2024, as compared to the year ended December 31, 2023, the increase in Segment Adjusted EBITDA for the Metal Forming segment primarily reflects the impact of the timing of commercial recoveries for inflationary costs, partially offset by increased labor costs. In addition, Segment Adjusted EBITDA for the Metal Forming segment was impacted by $7 million of expense in 2023 associated with a warranty-related field action with one of our largest customers and there was no such expense for the year ended December 31, 2024.

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

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(in millions)
Net income (loss)	$	35(19.07)	$	~~(33~~35.6)0	$	64(33.36)
Interest expense	~~186~~201.01		~~201~~186.70		~~174~~201.57
Income tax expense	2721.82		927.18		29.01
Depreciation and amortization	~~469~~459.75		~~487~~469.27		~~492~~487.12
EBITDA	$	~~718~~662.51	$	~~664~~718.45	$	~~732~~664.94
Restructuring and acquisition-related costs	18113.04		2518.20		3025.2
Debt refinancing and redemption costs	0.6.2		10.36		61.43
Impairment charge	12.0		—		—
Impairment charges	8.0		12.0		—
Loss on equity securities	~~0.1~~—		10.1		251.51
Pension curtailment and settlement charges	—		~~1.3~~—		—1.3
Gain on Business Combination Derivative	(52.9)		—		—
Interest income on debt held in escrow	(13.6)		—		—
Non-recurring items:
Malvern Fire insurance recoveries, net of charges	—		—		(39.1)
Impact of the Electric Vehicle Cancellation Settlement	20.0		—		—
Gain on bargain purchase of business	—		—		(13.6)
Total Segment Adjusted EBITDA	$	743.2	$	749.2	$	693.3
Acquisition-related fair value inventory adjustment	—		—		5.0
Total Segment Adjusted EBITDA	$	749.2	$	693.3	$	747.3

4037

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund debt service obligations, capital expenditures, R&D spending, ~~including further development of our electrification product portfolio,~~ and working capital requirements, in addition to advancing our strategic initiatives. At December 31, 2024 we had over $1.5 billion of liquidity consisting of approximately $553 million of cash and cash equivalents, approximately $892 million of available borrowings under our Revolving Credit Facility and approximately $78 million of available borrowings under non-U.S. credit facilities. We ~~have no significant debt maturities before 2027. We~~ believe that operating cash flow, available cash and cash equivalent balances and available borrowing capacity under our Senior Secured Credit Facilities and non-U.S. credit facilities, as well as cash held in escrow and committed financing associated with the Business Combination, will be sufficient to meet these needs.

~~OPERATING~~At ~~ACTIVITIES Net~~December ~~cash~~31, ~~provided~~2025 bywe ~~operating~~had ~~activities~~over ~~was~~ $~~455~~1.47 billion of liquidity consisting of approximately $709 million inof ~~2024~~cash asand ~~compared~~cash toequivalents, approximately $~~396.1~~898 million inof ~~2023.~~available ~~The~~borrowings ~~following~~under ~~factors~~our ~~impacted~~Revolving ~~cash~~Credit ~~provided~~Facility byand ~~operating~~approximately ~~activities~~$99 inmillion ~~2024~~of asavailable ~~compared~~borrowings tounder ~~2023:~~non-U.S. credit facilities. We have no significant debt maturities before 2028.

~~Accounts~~OPERATING ~~receivable For~~ACTIVITIES Net ~~the year ended December 31, 2024, we experienced an increase in~~ cash ~~flow~~provided ~~from~~by operating activities ofwas ~~approximately~~ $63411.6 million ~~related to the change~~ in ~~our~~2025 ~~accounts receivable balance from December 31, 2023 to December 31, 2024,~~ as compared to ~~the~~$455.4 ~~change~~million in ~~our accounts receivable balance from December 31, 2022 to December 31, 2023~~2024. ~~This~~The ~~change~~following ~~was~~factors ~~primarily~~impacted ~~the~~cash ~~result~~provided ofby ~~timing~~operating ofactivities ~~sales to customers~~ in ~~the~~2025 ~~applicable periods,~~ as ~~well~~compared ~~as the timing of collections on customer receivables due, in part,~~ to ~~our~~2024: participation in an early payment program offered by our largest customer. This program allows us to sell certain of our North American receivables from this customer to a third party at our discretion, and we utilize this program from time to time.

Accounts ~~payable and accrued expenses~~receivable For the year ended December 31, ~~2024~~2025, we experienced a decrease in cash flow from operating activities of approximately $~~123~~93 million related to the change in our accounts ~~payable~~receivable ~~and accrued expenses~~ balance from December 31, ~~2023~~2024 to December 31, ~~2024~~2025, as compared to the change in our accounts ~~payable~~receivable ~~and accrued expenses~~ balance from December 31, ~~2022~~2023 to December 31, ~~2023~~2024. This change was primarily ~~attributable~~the result of increased sales to customers in the applicable periods, partially offset by the impact of timing of ~~payments~~collections on customer receivables due, in part, to ~~suppliers~~our ~~within~~participation ~~the~~in ~~applicable~~an ~~periods~~early payment program offered by our largest customer. This program allows us to sell certain of our North American receivables from this customer to a third party at our discretion, and we utilize this program from time to time.

~~Interest~~Accounts ~~paid~~payable ~~Interest~~and ~~paid~~accrued expenses For the year ended December 31, 2025, we experienced an increase in ~~2024~~cash ~~was~~flow from operating activities of approximately $~~184.6~~158 million related to the change in our accounts payable and accrued expenses balance from December 31, 2024 to December 31, 2025, as compared to ~~$186.4~~the ~~million~~change in our accounts payable and accrued expenses balance from December 31, 2023 to December 31, 2024. ~~See~~This ~~Note~~change 4was -primarily ~~Long-Term~~the ~~Debt~~result of the timing of payments to suppliers in the applicable periods. In addition, the change in accounts payable and accrued expenses for ~~additional~~the ~~detail~~year ended December 31, 2025 reflects the impact of accrued acquisition-related costs as of December 31, 2025 associated with the Business Combination.

~~Income~~Interest ~~taxes~~paid ~~Income~~Interest ~~taxes~~ paid, ~~net~~ was $49175.57 million infor ~~2024~~the year ended December 31, 2025, as compared to $54184.96 million infor ~~2023.~~the Inyear ~~2023,~~ended weDecember ~~paid~~31, ~~$10~~2024.1 ~~million~~The asdecrease ain interest paid was the result of ~~the~~lower ~~Notice~~interest rates on certain of ~~Tax~~our ~~Due~~variable-rate ~~that~~debt, ~~was~~as ~~received~~well ~~from~~as lower outstanding indebtedness in the ~~Internal~~year ~~Revenue~~ended ~~Service~~December in31, 2025, as compared to the ~~fourth~~year ~~quarter~~ended ofDecember ~~2022~~31, 2024. See Note 134 - ~~Income~~Long-Term ~~Taxes~~Debt for additional detail ~~regarding the Notice of Tax Due~~.

AsRestructuring ofand ~~December~~acquisition-related ~~31,~~costs Cash ~~2024~~payments associated with restructuring costs were approximately $17 million and $12 million for the years ended December 31, ~~2023~~2025 and 2024, werespectively. ~~have~~In ~~recorded~~2026, awe ~~liability~~expect ~~for~~restructuring ~~unrecognized~~payments ~~income~~in ~~tax~~cash ~~benefits~~flows ~~and~~from ~~related~~operating ~~interest~~activities ~~and~~to ~~penalties~~be ofbetween $~~34.2~~110 million and $~~38.1~~150 million for the full year, ~~respectively~~which includes both Dauch stand-alone payments and payments expected under Dowlais restructuring plans.

~~Restructuring~~Further, ~~and~~in ~~acquisition-related~~connection ~~costs We~~with ~~incurred~~the ~~$18.0~~Business ~~million~~Combination, ~~and~~we paid approximately $~~25.2~~49 million offor ~~charges related to restructuring and~~ acquisition-related costs in ~~2024~~2025, ~~and~~consisting ~~2023~~of, ~~respectively~~among other items, ~~and~~advisory, alegal, ~~significant~~accounting, ~~portion~~valuation ofand ~~these~~other ~~charges~~professional ~~were~~or ~~cash~~consulting ~~charges~~services. In ~~2025~~2026, we expect ~~restructuring~~acquisition-related payments in cash flows from operating activities to be between $20130 million and $30150 million, ~~for~~including ~~the~~certain ~~full~~compensation-related ~~year~~items inassociated ~~conjunction~~ with ~~our~~the ~~ongoing~~Business ~~restructuring~~Combination, ~~program~~ and we expect ~~the~~payments ~~timing~~for ofintegration ~~cash~~costs ~~payments~~ to ~~approximate~~be ~~the~~between ~~timing~~$100 ofmillion ~~charges~~and ~~incurred~~$125 million for the full year.

In connection with the Business Combination, we expect to incur significant acquisition-related costs consisting of, among other items, advisory, legal, accounting, valuation and other professional or consulting services. Certain of these costs are expected to be incurred throughout 2025 and a substantial portion of these costs occur at closing, which we currently expect by the end of 2025, subject to approval by both sets of shareholders, regulatory approvals, and satisfaction of customary closing conditions. 38

41Pension and other postretirement benefits (OPEB) Our cash payments for OPEB, net of GM cost sharing, were $10.1 million in 2025 and $8.7 million in 2024. 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 2026 to be approximately $2.5 million. We expect our cash payments for OPEB obligations in 2026, net of GM cost sharing, to be approximately $12.3 million. These expected future payment amounts are on a Company stand-alone basis, and do not include expected future payments for Dowlais' plans.

~~Pension~~INVESTING ~~and~~ACTIVITIES ~~other~~For ~~postretirement~~the ~~benefits~~year ~~(OPEB) Our~~ended ~~cash~~December ~~payments~~31, ~~for OPEB~~2025, net ofcash GMused ~~cost~~in ~~sharing,~~investing ~~were~~activities was $8169.76 million inas ~~2024~~compared ~~and~~to $12254.58 million infor ~~2023.~~the ~~This~~year ~~compares~~ended toDecember ~~our~~31, ~~annual~~2024. ~~postretirement~~Capital ~~credit~~expenditures ofwere $1256.95 million in ~~2024~~2025 and ~~annual postretirement cost of~~ $1248.30 million in ~~2023~~2024. We expect our ~~cash~~capital ~~payments~~spending ~~for OPEB obligations~~ in ~~2025,~~2026 ~~net of GM cost sharing,~~ to be approximately ~~$11~~4.65% ~~million~~to 5.0% of sales.

~~Due~~In to the ~~availability~~first quarter of 2025, we exited our ~~pre-funded~~50% ~~pension~~ownership ~~balances~~of ~~(previous~~both ~~contributions~~Hefei inAAM ~~excess~~Automotive ofDriveline ~~prior~~& ~~required~~Chassis ~~pension~~System ~~contributions)~~Co., weLtd. ~~expect~~and ~~our~~Liuzhou ~~regulatory~~AAM ~~pension~~Automotive ~~funding~~Driveline ~~requirements~~System inCo., ~~2025~~Ltd. toAs bea result, we collected approximately $~~1.1~~30 million. in cash, which approximated the carrying value of our investments in these joint ventures at the time of disposition.

~~Other~~In ~~assets~~July ~~and~~2025, ~~liabilities~~we ~~For~~completed the ~~year~~sale ~~ended~~of ~~December~~AAM ~~31,~~India ~~2023,~~Manufacturing weCorporation ~~experienced~~Pvt., anLtd., ~~increase~~and in ~~cash~~October ~~flow~~2025, ~~from~~we ~~operating~~reached ~~activities~~agreement ofon ~~$27.2~~the ~~million~~final ~~related~~settlement toamount ~~our~~associated ~~variable-to-fixed~~with ~~interest~~the ~~rate~~post-closing ~~swaps~~adjustments, ~~which~~including ~~were~~the ~~discontinued~~final inworking ~~the~~capital ~~third~~true-up. ~~quarter~~As ofa ~~2023~~result, ~~and~~total ~~were~~cash inproceeds anfrom ~~asset~~the ~~position~~sale onwere ~~the~~approximately ~~date~~$65 million, ~~that~~net ~~they~~of ~~were~~closing ~~discontinued~~adjustments.

~~Malvern~~On ~~Fire~~February In3, ~~2023~~2026, we ~~received~~completed ~~$24.0~~our ~~million~~acquisition of ~~cash~~Dowlais ~~reimbursements~~for ~~and~~a ~~advances~~total ~~under~~purchase ~~our~~price ~~insurance~~of ~~policies~~approximately $1.7 billion, of which approximately $~~7.0~~ 780 million was ~~associated~~paid in cash. In January 2025, in connection with ~~operating~~the ~~expenses~~Business ~~incurred~~Combination, aswe entered into a ~~result~~foreign ofcurrency forward contract (the ~~Malvern~~Business ~~Fire~~Combination ~~that~~Derivative). ~~occurred~~At inthe ~~2020~~closing ~~and~~date ~~have~~of ~~been~~the ~~presented~~acquisition, aswe ansettled ~~operating~~the ~~cash~~Business ~~inflow~~Combination inDerivative ~~our~~and ~~Consolidated~~received ~~Statement~~net cash proceeds of ~~Cash~~approximately ~~Flows~~$65 ~~for~~million, which will be presented separately from the ~~period.~~cash ~~See~~paid ~~Note~~to 16acquire -Dowlais ~~Manufacturing~~in ~~Facility~~our ~~Fire~~first ~~and~~quarter ~~Insurance~~of ~~Recovery~~2026 ~~for~~consolidated ~~additional~~financial ~~detail~~statements.

~~INVESTING~~FINANCING ACTIVITIES Net ~~For the year ended December 31, 2024, net~~ cash ~~used~~provided inby ~~investing~~financing activities was $~~254~~1,395.85 million asin 2025, compared to ~~$184.5~~net ~~million~~cash ~~for~~used ~~the~~in ~~year~~financing ~~ended~~activities ~~December~~of ~~31, 2023. Capital expenditures were~~ $~~248~~156.02 million in 2024 ~~and $194~~.6 ~~million~~Total indebt ~~2023.~~outstanding, Wenet ~~expect~~of ~~our~~debt ~~capital~~issuance ~~spending~~costs, inwas ~~2025~~$4,049.5 tomillion beat ~~approximately~~year-end 5%2025 ofand ~~sales~~$2,624.8 ~~which~~million ~~includes~~at ~~support~~year-end ~~for~~2024. ~~our~~The ~~global~~change ~~program launches~~ in ~~2025~~total ~~and~~debt ~~2026~~outstanding, ~~within~~net ~~our~~of ~~new~~issuance ~~and~~costs, ~~incremental~~at ~~business~~year-end ~~backlog~~2025, as ~~well~~compared asto ~~program~~year-end ~~capacity~~2024, ~~increases~~was ~~and~~primarily ~~future~~due ~~launches~~to ofthe ~~replacement~~factors ~~programs~~noted below.

InSenior ~~2023~~Secured Credit Facilities Dauch Corporation (Dauch) and American Axle & Manufacturing, weInc. ~~received~~(AAM, ~~$17~~Inc.~~0 million~~) ofare ~~cash~~parties ~~associated~~to ~~with~~an ~~machinery~~amended and ~~equipment~~restated credit agreement that was ~~damaged~~entered orinto ~~destroyed~~on March 11, 2022 and has been subsequently amended (as so amended, the Amended and Restated Credit Agreement) which provides for a ~~result~~term ofloan A facility (the ~~Malvern~~Term ~~Fire.~~Loan ~~This~~A ~~cash~~Facility), ~~received~~term ~~has~~loan ~~been~~B ~~classified~~facility as(the ~~investing~~Term ~~cash~~Loan ~~inflows~~B ~~based~~Facility), onincremental tranche C term facility (the ~~nature~~Tranche C Term Facility) and a multi-currency revolving credit facility (the Revolving Credit Facility and together with the Term Loan A Facility, the Term Loan B Facility and Tranche C Term Facility, the Senior Secured Credit Facilities). The Senior Secured Credit Facilities are secured by a first priority security interest in substantially all of the ~~associated~~assets ~~loss~~of ~~incurred~~AAM, Inc., Dauch and AAM, Inc.'s wholly owned domestic subsidiaries, subject to certain thresholds, exceptions and permitted liens.

InOn ~~October~~February ~~2024~~24, 2025, we entered into the ~~India~~Second ~~Sale~~Amendment to the Amended and Restated Credit Agreement and the ~~transaction~~Incremental isFacility ~~expected~~Agreement (the Second Amendment). The Second Amendment, among other things, a) increased the maximum under the Revolving Credit Facility from $925.0 million to ~~close~~$1,495.0 million, effective upon closing of the Business Combination, b) provided for an incremental $843.0 million Tranche C Term Facility in connection with the ~~first~~Business ~~half~~Combination, ofwhich ~~2025~~was subsequently decreased by AAM, ~~subject~~Inc. to ~~customary~~$835.0 million ~~closing~~and ~~conditions~~c) extended the maturity of the Revolving Credit Facility and Term Loan A Facility for five years from the date of the Second Amendment, ~~including~~resetting for another five years upon the ~~receipt~~closing of ~~regulatory~~the ~~approvals~~Business Combination. ~~Upon~~In ~~closing~~connection with the Second Amendment, we ~~expect~~paid to$11.6 million ~~collect~~of debt issuance costs, and expensed $3.3 million of fees and a portion of the ~~sales~~unamortized ~~price~~debt issuance costs that we had been amortizing over the expected life of ~~$65~~these ~~million~~borrowings. The maturity date of the Term Loan B Facility in ~~cash,~~the ~~subject~~fourth toquarter ~~certain~~of ~~customary~~2029 ~~adjustments~~was atnot ~~closing~~changed by the Second Amendment.

On January 29, 2025, AAM announced that we reached agreement with the Board of Directors of Dowlais on the terms of a recommended cash and share offer to be made by AAM to acquire the entire issued and to be issued ordinary share capital of Dowlais for approximately $1.44 billion in cash and AAM shares. Dowlais shareholders will be entitled to receive for each share of Dowlais’ common stock: 0.0863 shares of new AAM common stock, 42 pence per share in cash (approximately $0.52 per share) and up to 2.8 pence (approximately $0.035 per share) of Dowlais fiscal year 2024 final dividend prior to closing. The transaction is expected to close by the end of 2025, subject to approval by both sets of shareholders, regulatory approvals, and satisfaction of customary closing conditions. 39

~~FINANCING~~In ~~ACTIVITIES Net~~2024, ~~cash~~we ~~used~~paid ~~in financing activities was~~ $~~156~~1.2 7 million inof ~~2024,~~debt ~~compared~~issuance tocosts ~~net~~and ~~cash~~paid ~~used~~accrued ininterest ~~financing activities~~ of $~~205~~0.5 million inrelating ~~2023.~~to ~~Total~~previous ~~debt~~amendments ~~outstanding,~~to ~~net~~the ofSenior ~~debt~~Secured ~~issuance~~Credit ~~costs, was $2,624~~Facilities.8 ~~million at year-end 2024 and $2~~Additionally,~~768.9~~ ~~million~~in ~~at year-end~~ 2023., ~~The~~we ~~change~~paid ~~in total~~ debt ~~outstanding, net of~~ issuance costs, atof ~~year-end~~$3.2 million ~~2024,~~related ~~as compared~~ to ~~year-end~~previous ~~2023,~~amendments ~~was primarily due~~ to the ~~factors~~Amended ~~noted~~and ~~below~~Restated Credit Agreement.

~~Senior~~At ~~Secured~~December ~~Credit Facilities American Axle & Manufacturing Holdings~~31, ~~Inc. (Holdings) and American Axle & Manufacturing~~2025, ~~Inc.~~we ~~(AAM,~~had ~~Inc~~$897.)7 ~~are~~million ~~parties~~available tounder ~~an amended and restated credit agreement that was entered into on March 11, 2022 and amended on December 13, 2022, June 28, 2023 and May 16, 2024 (as so amended,~~ the ~~Amended~~Revolving ~~and Restated~~ Credit ~~Agreement)~~Facility. ~~which~~This ~~provides~~availability ~~for~~reflects a ~~term~~reduction ~~loan~~of A$27.3 ~~facility~~million ~~(the~~primarily ~~Term~~for ~~Loan~~standby Aletters ~~Facility),~~of ~~term~~credit ~~loan~~issued Bagainst ~~facility (~~the ~~Term~~facility. ~~Loan~~The Bproceeds ~~Facility)~~of ~~and a multi-currency revolving credit facility (~~the Revolving Credit Facility ~~and~~are ~~together~~used ~~with~~for ~~the~~general ~~Term~~corporate ~~Loan A Facility and the Term Loan B Facility, the Senior Secured Credit Facilities)~~purposes.

42As of December 31, 2025, we have prepaid $6.8 million of the outstanding principal on our Term Loan B Facility. These payments satisfy our obligation for principal payments under the Term Loan B Facility through the end of 2026.

On May 16, 2024, Holdings and AAM, Inc. entered into a refinancing facility agreement (the Refinancing Facility Agreement), that established a new Term Loan B Facility of $648.0 million (the New Term Loan B Facility) and amended the Amended and Restated Credit Agreement to, among other things, update the applicable interest rate on the New Term Loan B Facility. The proceeds from the New Term Loan B Facility, together with $2.2 million cash on hand, were used to a) prepay the entire principal amount of the then-outstanding Term Loan B Facility, b) pay all accrued and unpaid interest due under the then-outstanding Term Loan B Facility and c) pay fees, costs and expenses payable in connection with the refinancing of the Term Loan B Facility. The New Term Loan B Facility will mature on December 13, 2029 (TLB Maturity), subject to a springing maturity that will apply if, on any date prior to the TLB Maturity, any of AAM's senior notes exceed $250 million outstanding within 91 days of the maturity date of such senior notes. In connection with the Refinancing Facility Agreement, we paid $1.7 million of debt refinancing costs and paid accrued interest of $0.5 million relating to the Term Loan B Facility. The terms of the Term Loan A Facility and the Revolving Credit Facility under the Amended and Restated Credit Agreement, including their respective interest rates and maturity dates in the first quarter of 2027, remain unchanged.

On June 28, 2023, Holdings and AAM, Inc. entered into the First Amendment to the Amended and Restated Credit Agreement (the First Amendment), which, among other things, increased the maximum levels of the total net leverage ratio covenant and reduced the minimum levels of cash interest expense coverage ratio covenant for the period from June 28, 2023 through the filing of our second quarter 2024 results, subject to certain conditions (the Amendment Period), modified certain categories of the applicable margin (determined based on the total net leverage ratio of Holdings) for the duration of the Amendment Period with respect to interest rates under the Term Loan A Facility and the Revolving Credit Facility, and modified certain covenants restricting the ability of Holdings, AAM, Inc. and certain subsidiaries of Holdings to create, incur, assume, or permit to exist certain additional indebtedness and liens and to make or agree to pay or make certain restricted payments, voluntary payments and distributions. As of the date of the First Amendment, the terms of the then-outstanding Term Loan B Facility under the Amended and Restated Credit Agreement, including maturity dates, interest rates and their applicable margins, remained unchanged. We paid debt issuance costs of $3.2 million for the year ended December 31, 2023 related to the First Amendment. The Amendment Period is no longer in effect following the filing of our second quarter 2024 results in August 2024.

At December 31, 2024, $892.2 million was available under the Revolving Credit Facility. This availability reflects a reduction of $32.8 million for standby letters of credit issued against the facility. The proceeds of the Revolving Credit Facility are used for general corporate purposes.

In 2023, we made voluntary prepayments totaling $26.0 million on our Term Loan A Facility and $20.2 million on our Term Loan B Facility. As a result, we expensed approximately $1.1 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of these borrowings.

The Senior Secured Credit Facilities provide back-up liquidity for our non-U.S. 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.

Financing Related to the Business Combination, Redemption of the 6.2550% Notes ~~due~~Due ~~2026 During~~2027 and Partial Redemption of the ~~year~~6.875% ~~ended~~Notes ~~December~~Due 312028 On October 3, ~~2024~~2025, weAAM, ~~voluntarily~~Inc. ~~redeemed~~issued ~~and~~$850 million ~~repurchased~~of ~~the~~6.375% ~~remaining~~senior ~~portion~~secured ofnotes ~~our~~due 2032 (the 6.25375% Notes) and $1,250 million of 7.75% senior unsecured notes due ~~2026~~2033 (the 7.75% ~~This~~Notes, ~~resulted~~and intogether ~~principal~~with ~~payments~~the ~~totaling~~6.375% ~~$127~~Notes, the Notes). The 6 ~~million~~.375% Notes are governed by an indenture that contains covenants, that, among other things, restrict with certain exceptions, our ability to incur additional debt, make restricted payments, incur debt secured by liens, dispose of assets and ~~$2.2 million~~engage in ~~accrued~~consolidations ~~interest.~~and Wemergers ~~also~~or ~~expensed~~sell ~~approximately~~or $0transfer all or substantially all of our assets.~~4 million~~ ~~for~~The ~~the~~7.75% ~~write-off~~Notes are governed by an indenture that contains covenants that, among other things, restrict, with certain exceptions, our ability to engage in consolidations and mergers or sell or transfer all or substantially all of ~~the~~our ~~remaining~~assets, ~~unamortized~~incur debt ~~issuance~~secured ~~costs~~by ~~that~~liens weand ~~had~~engage ~~been~~in ~~amortizing~~certain ~~over~~sale ~~the~~and ~~expected~~leaseback ~~life~~transactions. In connection with the issuance of the ~~borrowing~~Notes, we paid $16.6 million of debt issuance costs.

In the fourth quarter of ~~2023~~2025, we ~~voluntarily~~used ~~redeemed~~ a portion of ~~our~~the proceeds from the Notes to complete a redemption of all $500 million aggregate principal amount outstanding of 6.2550% Notes due ~~2026.~~2027 ~~This~~and ~~resulted in~~ a ~~principal~~partial ~~payment~~redemption of $~~50.0~~150 million ~~and~~principal amount of 6.875% Notes due 2028. These redemptions resulted in payment of $05.95 million in accrued interest. Weand ~~also expensed approximately~~ $0.2.9 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~~these ~~borrowing~~borrowings. InThe remaining proceeds of the ~~fourth~~Notes, ~~quarter~~together with certain amounts of ~~2023~~prefunded interest, wewere ~~also~~deposited ~~completed~~into ansegregated ~~open~~escrow ~~market~~accounts ~~repurchase~~which ofare presented as Restricted cash on our ~~6.25%~~Consolidated ~~Notes~~Balance ~~due~~Sheet ~~2026~~as of ~~$2.4 million.~~December 31, 2025.

~~Non-U.S.~~On ~~Credit~~February ~~Facilities We~~3, ~~utilize~~2026, ~~local~~upon ~~currency~~completion ~~credit~~of ~~facilities~~the toBusiness ~~finance~~Combination, ~~the~~$1,450 ~~operations~~million, oftogether with certain ~~non-U.S.~~interest, ~~subsidiaries.~~was ~~These~~released ~~credit~~from ~~facilities~~escrow, ~~some~~and ofwas ~~which~~used, ~~are~~together ~~guaranteed~~with byborrowings ~~Holdings~~under our Tranche C Term Facility and~~/or~~ ~~AAM,~~cash ~~Inc.~~on hand, ~~expire~~to at(a) ~~various~~pay ~~dates~~the ~~through~~cash ~~September~~consideration ~~2028.~~payable Atin ~~December~~connection ~~31,~~with ~~2024,~~the ~~$27.6~~Business ~~million~~Combination ~~was~~and related fees and expenses and (b) repay in full all outstanding borrowings under ~~our~~the ~~non-U.S.~~ credit facilities of Dowlais and anto ~~additional~~pay ~~$78.2~~related ~~million~~fees, ~~was~~expenses ~~available~~and premiums, after which all the credit facilities of Dowlais were terminated. AtWe ~~December~~intend 31to use any remaining proceeds of the Notes to fund a change in control offer for certain outstanding notes of Dowlais, ~~2023~~or for general corporate purposes, ~~$51.8~~which ~~million~~may ~~was~~include, among other things, repayment of other outstanding ~~under~~indebtedness. ~~these~~The ~~facilities~~6.375% Notes are secured by a first priority security interest in substantially all of the assets of AAM, Inc., Dauch and anDauch's ~~additional~~wholly ~~$84~~owned domestic subsidiaries (other than AAM, Inc.7) ~~million~~that ~~was~~guarantee ~~available~~the Senior Secured Credit Facilities, subject to certain thresholds, exceptions and permitted liens.

4340

~~Financing~~On ~~Related~~January to29, ~~the~~2025, ~~Pending~~in ~~Combination~~connection with ~~Dowlais~~the Inannouncement ~~connection~~of ~~with~~ the Business Combination, ~~Holdings~~we ~~and AAM, Inc.,~~ entered into a credit agreement (the Backstop Credit Agreement), ~~pursuant~~the toFirst ~~which,~~Lien ~~subject~~Bridge toCredit Agreement (the ~~terms~~First Lien Bridge Facility), and ~~conditions~~the ~~set~~Second ~~forth~~Lien ~~therein,~~Bridge ~~the~~Credit ~~lenders~~Agreement ~~party~~(the ~~thereto~~Second ~~agreed~~Lien toBridge ~~provide~~Facility ~~AAM,~~and ~~Inc.~~together with: ~~(i)~~the ~~$484.25~~First ~~million~~Lien inBridge ~~Tranche~~Facility, Athe ~~Term~~Bridge ~~Loans; (ii~~Facilities) ~~$1,491~~.0 ~~million~~Following inour ~~Tranche~~entry Binto ~~Term~~the ~~Loans;~~Second ~~and~~Amendment, ~~(iii)~~the ~~$1,250.0~~Backstop ~~million~~Credit inAgreement ~~revolving~~was ~~loans~~terminated. Additionally, ~~and~~ in connection with entry into the ~~Business~~Second ~~Combination,~~Amendment on ~~January~~February 2924, 2025, ~~Holdings~~we ~~and AAM, Inc.~~ entered into: ~~(i)~~the aAmended and Restated First Lien Bridge Credit Agreement ~~pursuant to which~~ (the ~~lenders~~Amended ~~party~~and ~~thereto~~Restated ~~have agreed to provide AAM, Inc. with a $843.0 million interim loan facility (the~~ First Lien Bridge Facility);, and ~~(ii)~~the aAmended and Restated Second Lien Bridge Credit Agreement ~~pursuant to which~~ (the ~~lenders~~Amended ~~party~~and ~~thereto~~Restated ~~have agreed to provide AAM, Inc. with a $500.0 million interim loan facility (the~~ Second Lien Bridge Facility, and together with the Amended and Restated First Lien Bridge Facility, the ~~Bridge~~Amended ~~Facilities). The proceeds of the commitments provided under the Backstop Credit Agreement~~ and Restated Bridge Facilities,). orFollowing ~~of other permanent financing that replaces such facilities, which may include~~ the issuance of ~~debt~~the ~~securities~~Notes ~~and/or~~on ~~one~~October ~~or more senior term loan facilities~~3, ~~will be used~~2025, ~~among other things, to finance~~ the cash consideration payable to Dowlais shareholders pursuant to the Business Combination and expenses payable in connection with the Business Combination (including debt refinancing costs) and to refinance borrowings under the Amended and Restated ~~Credit~~Bridge ~~Agreement~~Facilities inwere ~~full~~terminated.

~~Treasury~~Redemption ~~stock Treasury~~of ~~stock~~6.25% ~~increased~~Notes byDue ~~$2.8~~2026 During ~~million~~the inyear ended December 31, 2024, towe ~~$235~~voluntarily redeemed and repurchased the remaining portion of our then-outstanding 6.725% ~~million,~~Notes asdue ~~compared~~2026. toThis resulted in principal payments totaling $~~232~~127.96 million and $2.2 million atin ~~year-end~~accrued ~~2023,~~interest. ~~due~~We toalso ~~the~~expensed ~~withholding~~approximately ~~and~~$0.4 million ~~repurchase~~for the write-off of ~~shares~~a portion of ~~AAM~~the ~~stock~~unamortized todebt ~~satisfy~~issuance ~~employee~~costs ~~tax~~that ~~withholding~~we ~~obligations~~had ~~due~~been ~~upon~~amortizing over the ~~vesting~~expected life of ~~stock-based~~the ~~compensation~~borrowing.

In the fourth quarter of 2023, we voluntarily redeemed a portion of our then-outstanding 6.25% Notes due 2026. This resulted in a principal payment of $50.0 million and $0.9 million in accrued interest. We also expensed approximately $0.2 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing. In the fourth quarter of 2023, we also completed an open market repurchase of our 6.25% Notes due 2026 of $2.4 million.

Non-U.S. Credit Facilities We utilize local currency credit facilities to finance the operations of certain non-U.S. subsidiaries. These credit facilities, some of which are guaranteed by Dauch and/or AAM, Inc., expire at various dates through September 2028. At December 31, 2025, $10.7 million was outstanding under our non-U.S. credit facilities and an additional $99.2 million was available. At December 31, 2024, $27.6 million was outstanding under these facilities and an additional $78.2 million was available.

Treasury stock Treasury stock increased by $2.8 million in 2025 to $238.5 million, as compared to $235.7 million at year-end 2024, due to the withholding and repurchase of shares of Company stock to satisfy employee tax withholding obligations due upon the vesting of stock-based compensation.

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:

Corporate Family Rating

Senior Unsecured Notes Rating

Senior Secured Notes Rating

Outlook

Standard & Poor's

BB-

B+

BB+

~~Stable~~Negative

Moody's Investors Services

B2B3

~~Ba1~~Ba2

Stable

Fitch

BB-

BB+

Stable

Dividend program We have not declared or paid any cash dividends on our common stock in ~~2024~~2025 or ~~2023~~2024.

Contractual obligations Our contractual obligations consist primarily of: 1) current and long-term debt; 2) operating and finance lease obligations; 3) obligated purchase commitments for capital expenditures and related project expense; 4) pension and other postretirement benefit obligations, net of GM cost sharing; and 5) interest obligations. Information regarding expected payments by period can be found in Item 8, "Financial Statements and Supplementary Data" in this Form 10-K at Note 4 - Long-Term Debt for our current and long-term debt obligations, Note 15 - Leasing for our operating and finance lease obligations, Note 10 - Commitments and Contingencies for purchase commitments related to capital expenditures and project expense, and Note 8 - Employee Benefit Plans for pension and other postretirement benefit obligations.

The expected future interest obligations associated with our current and long-term debt and finance lease obligations are approximately as follows: $176 million in 2025, $172 million in 2026, $123 million in 2027, $95 million in 2028, $73 million in 2029, and $11 million in 2030 and thereafter. 41

44The expected future interest obligations associated with our current and long-term debt and finance lease obligations are approximately as follows: $336 million in 2026, $336 million in 2027, $325 million in 2028, $304 million in 2029, $239 million in 2030, and $497 million in 2031 and thereafter.

Subsidiary Guarantees of Registered Debt Securities Our 6.875% Notes, ~~6.50% Notes~~ and 5.00% Notes (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~~Dauch and substantially all domestic subsidiaries of AAM, Inc. and MPG Inc. (Subsidiary Guarantors). ~~Holdings~~Dauch 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~~Dauch 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.

The following represents summarized financial information of ~~Holdings~~Dauch, 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~~Dauch, 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)
	Year Ended December 31, 2024		Year Ended December 31, 2023
	Year Ended December 31, 2025		Year Ended December 31, 2024
Net sales	$	4,~~268~~176.40	$	4,~~376~~268.74
Gross profit	~~537~~511.95		~~339~~537.29
Income (loss) from operations	73.9		(91.4)
Income from operations	6.9		73.9
Net loss	(2746.28)		(~~182~~27.42)
Balance Sheet Information	(in millions)
	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Current assets	$	12,~~038~~875.53	$	1,~~009~~038.25
Noncurrent assets	2,~~480~~417.87		2,~~723~~480.48
Current liabilities	~~497~~564.70		~~1,512~~497.27
Noncurrent liabilities	34,~~098~~589.05		3,~~252~~098.20
Redeemable preferred stock	—		—
Noncontrolling interest	—		—

At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, amounts owed by the Combined Entities to non-guarantor entities totaled approximately $1520 million and $~~1,090~~15 million, respectively, and amounts owed to the Combined Entities from non-guarantor entities totaled approximately $~~380~~400 million and $~~580~~380 million, respectively. The reduction in the amounts owed by the Combined Entities to non-guarantor entities, and the associated reduction in Current liabilities at December 31, 2024, as compared to December 31, 2023, was the result of the implementation of certain actions to reorganize our global operating structure effective at the end of 2023 and a corresponding change to our Subsidiary Guarantors.

4542

CYCLICALITY AND SEASONALITY

LEGAL PROCEEDINGS

See Note 13 - Income Taxes and Note 10 - Commitments and Contingencies in Item 8, "Financial Statements and Supplementary Data" for discussion of legal proceedings and the effect on ~~AAM~~the Company.

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~~the Company.

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.

VALUATION OF DEFERRED TAX ASSETS AND OTHER TAX LIABILITIES Because we operate in many different geographic locations, including several non-U.S., 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, ~~2024~~2025, we have a valuation allowance of approximately $~~288~~313.86 million related to net deferred tax assets in several non-U.S. jurisdictions and U.S. federal, state and local jurisdictions. As of December 31, ~~2023~~2024 and ~~2022~~2023, our valuation allowance was $~~267~~288.18 million and $~~217~~267.51 million, respectively.

If, in the future, we generate taxable income on a sustained basis in non-U.S. 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.

Further, due to the uncertainty associated with the potential impact of geopolitical conflicts or events, as well as macroeconomic factors, including sustained or increased inflation, renegotiated trade agreements, and tariffs or import restrictions, we may experience lower than projected earnings in certain jurisdictions in future periods and, as a result, it is reasonably possible that changes in valuation allowances could be recognized in future periods and such changes could be material to our financial statements.

4643

Unrecognized Income Tax Benefits

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, ~~2024~~2025 and ~~2023~~2024, we had a liability for unrecognized income tax benefits and related interest and penalties of $3432.26 million and $3834.12 million, respectively. We continue to monitor the progress and conclusions of all ongoing audits and other communications with tax authorities and adjust our estimated liability as necessary.

Other Income Tax Matters - Pending Tax Litigation

We operate in multiple jurisdictions throughout the world and the income tax returns of several subsidiaries in various tax jurisdictions are currently under examination. During their examination of our 2015 U.S. federal income tax return, the Internal Revenue Service (IRS) asserted that income earned by a Luxembourg subsidiary from its Mexican branch operations should be categorized as foreign base company sales income (FBCSI) under Section 954(d) of the Internal Revenue Code and recognized currently as taxable income on our 2015 U.S. federal income tax return. As a result of this assertion, the IRS issued a Notice of Proposed Adjustment (NOPA). ~~AAM~~The Company disagreed with the NOPA, believes that the proposed adjustment is without merit and contested the matter through the IRS's administrative appeals process. No resolution was reached in the appeals process and, in September 2022, the IRS issued a Notice of Deficiency. The IRS subsequently issued a Notice of Tax Due in December 2022 and ~~AAM~~we paid the assessed tax and interest of $10.1 million in January 2023. We filed a claim for refund for the amount of tax and interest paid related to this matter for the 2015 tax year and, in December 2023, we filed suit in the U.S. Court of Federal Claims. We have a trial date set to begin court proceedings on this matter in 2026.

We believe, after consultation with tax and legal counsel, that it is more likely than not that our structure did not give rise to FBCSI, and it's likely that we will be successful in ultimately defending our position. As such, we have not recorded any impact of the IRS’s proposed adjustment in our consolidated financial statements as of, and for the years ended, December 31, 2025, December 31, 2024 and December 31, 2023, with the exception of the cash payment and associated income tax receivable of $10.1 million paid by ~~AAM~~the Company to the IRS in 2023. As of December 31, ~~2024~~2025, in the event ~~AAM~~the Company is not successful in defending its position, the potential additional income tax expense, including estimated interest charges, related to tax years 2015 through 2023, is estimated to be in the range of approximately $~~315~~335 million to $~~365~~385 million.

InThe ~~July~~IRS ~~2024,~~has ~~the~~subsequently ~~IRS~~ issued to ~~AAM~~the Company additional NOPAs for this matter for each of the tax years 2016 through ~~2019~~2022. The issuance of these NOPAs does not impact the aforementioned estimated range of potential income tax expense and interest charges and does not alter ~~AAM’s~~our belief that it is more likely than not that our structure did not give rise to FBCSI and that it’s likely that we will be successful in ultimately defending our position.

4744

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 ~~2024~~2025, the weighted-average discount rates determined on that basis were 5.6535% for the valuation of our pension benefit obligations and 5.7045% for the valuation of our OPEB obligations. The discount rates used in the valuations of our non-U.S. pension obligations were based on hypothetical yield curves developed from corporate bond yield information within each regional market. In ~~2024~~2025, the weighted-average discount rate determined on that basis was 45.9515% for our non-U.S. plans. The expected weighted-average long-term rates of return on our plan assets were 6.75% for our U.S. plans, and 5.80% for our non-U.S. plans in ~~2024~~2025.

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% - 35% of the U.S. plan assets to equity securities, 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 ~~2024~~2025, 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, ~~2024~~2025, our valuation date.

			Expected
	Discount		Return on
	Rate		Assets
	(in millions)
Decline in funded status	$	(2019.09)	N/A
Increase in 2024 expense	$	0.1	$	2.2
Increase in 2025 expense	$	—	$	2.0

No changes in benefit levels or in the amortization of gains or losses have been assumed.

For ~~2025~~2026, we assumed a weighted-average annual increase in the per-capita cost of covered health care benefits of 67.80% for OPEB. The rate is assumed to decrease gradually to 5.0% by ~~2034~~2036 and remain at that level thereafter. A 0.5% decrease in the discount rate for our OPEB would have increased total expense in ~~2024~~2025 and the postretirement obligation, net of GM cost sharing, at December 31, ~~2024~~2025 by $0.4 million and $7.8.1 million, respectively. A 1.0% increase in the assumed health care trend rate would have increased total service and interest cost in ~~2024~~2025 and the postretirement obligation, net of GM cost sharing, at December 31, ~~2024~~2025 by $0.7 million and $1112.95 million, respectively.

~~AAM~~The Company and GM share in the cost of OPEB for eligible retirees proportionally based on the length of service an employee had with ~~AAM~~the Company and GM. We estimate the future cost sharing payments and present it as an asset on our Consolidated Balance Sheet. As of December 31, ~~2024~~2025, we estimated $~~120~~125.43 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.

4845

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 represents a reporting unit. The determination of our reporting units and impairment indicators also require us to make significant judgments. At December 31, 2025 and 2024, all goodwill was associated with our Driveline reporting unit. As a result of our goodwill impairment test completed in the fourth quarter of 2024, we determined that the fair value of our Driveline reporting unit exceeded its carrying value by approximately 40%. ~~See Note 3 - Goodwill and Other Intangible Assets for further detail regarding our goodwill.~~

For our goodwill impairment test in the fourth quarter of 2025, we utilized a Step 0 qualitative analysis, as permitted under the guidance in ASC 350, and concluded that it is more-likely-than-not that the fair value of Driveline exceeded its carrying value as of the testing date. We concluded that a Step 0 analysis was appropriate based on the significant excess of fair value over carrying value for Driveline resulting from our 2024 goodwill impairment test, and further as a result of relative stability in our operating environment. In addition, financial results of Driveline for 2025 were comparable to 2024, as were Driveline's projected financial results in our current long-range plan, as compared to the plan utilized in the 2024 goodwill impairment test. See Note 3 - Goodwill and Other Intangible Assets for further detail regarding our goodwill.

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.

4946

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.

InOur ~~addition~~warranty toaccrual ~~our~~was ~~ordinary~~$63.3 ~~warranty~~million ~~provisions~~as ~~with~~of ~~our~~December ~~customers~~31, we2025 ~~may~~and be$60.6 ~~responsible~~million ~~for~~as ~~certain~~of ~~costs~~December ~~associated~~31, ~~with~~2024. ~~product~~During ~~recalls~~2025 and ~~field actions~~2024, ~~which~~we ~~are~~made ~~recorded~~adjustments atto ~~the time~~ our ~~obligation~~warranty isaccrual ~~probable~~to ~~and~~reflect ~~can~~revised beestimates ~~reasonably~~regarding ~~estimated.~~our Inprojected ~~2023,~~future wewarranty ~~recorded~~obligations. $7Actual ~~million~~experience ofcould ~~expense~~differ ~~related~~from tothe aamounts ~~field~~estimated ~~action~~requiring ~~with~~adjustments ~~one~~to ofthese ~~our~~liabilities ~~largest~~in ~~customers~~future ~~for~~periods. aIt ~~die~~is ~~cast~~possible ~~component~~that ~~included~~changes in ~~transmission~~our ~~assemblies.~~assumptions Weor ~~reached~~future ~~agreement~~warranty onissues ~~this~~could ~~field~~materially ~~action~~affect ~~with~~ our ~~customer~~financial inposition ~~the~~and ~~fourth~~results ~~quarter~~ of ~~2023 and paid this amount in 2024~~operations.

~~Our~~ACCOUNTING ~~warranty~~FOR ~~accrual~~ACQUISITIONS On ~~was~~February ~~$60.6~~3, ~~million~~2026, aswe ofcompleted ~~December~~our ~~31,~~acquisition ~~2024~~of Dowlais and ~~$66.3~~are ~~million~~therefore subject to the accounting guidance as ofprescribed ~~December~~by ~~31,~~ASC ~~2023~~805 - Business Combinations. ~~During~~In ~~2024~~accordance ~~and~~with ~~2023~~this guidance, we ~~made~~are ~~adjustments~~required to ~~our~~allocate ~~warranty~~the ~~accrual~~purchase price of an acquired business to ~~reflect~~its ~~revised~~identifiable ~~estimates~~assets ~~regarding~~and ~~our~~liabilities ~~projected~~based ~~future~~on ~~warranty~~fair ~~obligations~~value. ~~Actual~~The ~~experience~~excess ~~could~~purchase ~~differ~~price ~~from~~over the ~~amounts~~fair ~~estimated~~value ~~requiring~~of ~~adjustments~~identifiable toassets ~~these~~and liabilities, inif ~~future~~any, ~~periods~~is recorded as goodwill. ItDetermining isthe ~~possible~~fair ~~that~~values ~~changes~~of inassets ~~our~~acquired ~~assumptions~~and orliabilities ~~future~~assumed, ~~warranty~~especially ~~issues~~with ~~could~~regard ~~materially~~to ~~affect~~intangible ~~our~~assets, ~~financial~~requires ~~position~~significant levels of estimates and ~~results~~assumptions ofmade ~~operations~~by management. In order to assist management, we utilize third party valuation experts in determining the fair values.

ACCOUNTING FOR ACQUISITIONS On January 29, 2025, AAM announced that we reached agreement with the Board of Directors of Dowlais on the terms of a recommended cash and share offer to be made by AAM to acquire the entire issued and to be issued ordinary share capital of Dowlais for approximately $1.44 billion in cash and AAM shares. Upon successful consummation of this combination, we will be subject to the accounting guidance as prescribed by ASC 805 - Business Combinations. We are required to allocate the purchase price of an acquired business to its identifiable assets and liabilities based on fair value. The excess purchase price over the fair value of identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed, especially with regard to intangible assets, requires significant levels of estimates and assumptions made by management. In order to assist management, we utilize third party valuation experts in determining the fair values.

If the initial accounting for an acquisition is incomplete by the end of the reporting period in which the acquisition occurs, we record provisional amounts for the incomplete items. We have the ability to make measurement period adjustments, as necessary, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized on the date of acquisition. The measurement period ends once we receive the information that was not obtainable as of the acquisition date, and should not exceed one year from the acquisition date.

5047


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:

•global economic conditions, including the impact of inflation, recession or recessionary concerns, or slower growth in the markets in which we operate;

•reduced purchases of our products by General Motors Company (GM), Ford Motor Company (Ford), Stellantis N.V. (Stellantis), ~~Ford Motor Company (Ford)~~ or other customers;

•reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Ford and Stellantis);

•our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures;

•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, Stellantis and Ford);

•our ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures;

•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), compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);

•supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise;

•a significant disruption in operations at one or more of our key manufacturing facilities;

•risks inherent in transitioning our business from internal combustion engine vehicle products to hybrid and electric vehicle products;

•our ability to realize the expected revenues from our new and incremental business backlog;

•negative or unexpected tax consequences, including those resulting from tax litigation;

•risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions;

•our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid or minimize work stoppages;

•cost or 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;

•risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at our facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage;

•our 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 or our ability to recover certain cost increases from our customers;

•price volatility in, or reduced availability of, fuel;

•our ability to protect our intellectual property and successfully defend against assertions made against us;

•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 qualified personnel in key positions and functions; 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 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.

5148

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 exchange rates relating to certain foreign currencies. At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, we had currency forward contracts outstanding with a total notional amount of $~~228~~216.12 million and $~~206~~228.91 million, respectively, that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses into the second quarter of 2028 and the purchase of certain working capital items into the second quarter of 2026. The potential decrease in fair value of foreign exchange contracts, assuming a 10% adverse change in the foreign currency exchange rates, would be approximately $2019.75 million at December 31, ~~2024~~2025 and was approximately $1820.87 million at December 31, ~~2023~~2024.

In January 2025, in connection with the Business Combination, we entered into a foreign currency forward ~~contract~~(the ~~with~~Business aCombination ~~notional~~Derivative) ~~value of £571.0 million~~ to ~~fix~~reduce the ~~U.S.~~variability ~~dollar~~in ~~equivalent associated with the~~ cash ~~consideration~~flows ~~that~~as isa ~~expected~~result toof befluctuations ~~payable~~in to the ~~Dowlais~~foreign ~~shareholders~~currency ~~upon~~exchange ~~closing~~rate ofbetween the ~~Business~~U.S. ~~Combination~~dollar and pound sterling. This foreign currency forward contract iswas non-designated and ~~will be~~ recognized at fair value each reporting period upthrough ~~to, and including,~~ the closing of the Business Combination with changes in fair value recognized in ~~foreign exchange gains and losses in~~ Other income (expense), net in our Consolidated Statement of Operations. At December 31, 2025, we had a notional amount outstanding under the Business Combination Derivative of £571.0 million, which was equivalent to approximately $769 million. Upon the closing of the Business Combination on February 3, 2026, the Business Combination Derivative was settled and we received net cash proceeds of approximately $65 million.

In ~~2022~~the second quarter of 2024, we ~~discontinued~~entered aninto ~~existing~~a fixed-to-fixed cross-currency swap, ~~which~~that ~~was~~is indesignated anas ~~asset~~a ~~position~~fair ofvalue $9hedge.~~7 million~~ onThe fixed-to-fixed cross-currency swap reduces the ~~date~~variability ~~that~~of itfunctional ~~was~~currency ~~discontinued.~~equivalent ~~Also~~cash flows associated with changes in ~~2022~~exchange rates on certain Euro-based intercompany loans. At December 31, we2025 ~~entered~~and ~~into~~December 31, 2024, we had a ~~new~~notional amount outstanding under the fixed-to-fixed cross-currency swap of €175.0 million, which was equivalent to ~~reduce~~$205.5 ~~the~~million ~~variability~~and of$181.2 ~~functional~~million, respectively. The fixed-to-fixed cross-currency ~~equivalent~~swap ~~cash~~hedges ~~flows~~our ~~associated~~exposure ~~with~~to changes in exchange rates on ~~certain~~the ~~Euro-based~~ intercompany loans through the second quarter of 2027. 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 $20.6 million at December 31, 2025 and was approximately $18.1 million at December 31, 2024.

In the second quarter of 2024, we discontinued our existing €200.0 million fixed-to-fixed cross-currency swap that was designated as a cash flow hedge and entered into a new fixed-to-fixed cross-currency swap that is designated as a fair value hedge. The fixed-to-fixed cross-currency swap reduces the variability of functional currency equivalent cash flows associated with changes in exchange rates on certain Euro-based intercompany loans. At December 31, 2024, we had a notional amount outstanding under the fixed-to-fixed cross-currency swap of €175.0 million, which was equivalent to $181.2 million. The fixed-to-fixed cross-currency swap hedges our exposure to changes in exchange rates on the intercompany loans through the second quarter of 2027. 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 $18.1 million at December 31, 2024. At December 31, 2023, the potential decrease in fair value of our then-outstanding fixed-to-fixed cross-currency swap, assuming a 10% adverse change in the foreign currency exchange rates was approximately $22.1 million.

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.

5249

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 ~~2022~~the third quarter of 2023, we ~~discontinued~~entered aninto ~~existing~~a variable-to-fixed interest rate swap, ~~which~~to ~~was~~reduce inthe anvariability ~~asset~~of ~~position~~cash offlows ~~$6.1 million~~associated onwith ~~the~~interest ~~date~~payments ~~that~~on itour ~~was~~variable ~~discontinued~~rate debt. In ~~2022~~the fourth quarter of 2025, ~~and~~we discontinued the variable-to-fixed interest rate swap. Also, in the ~~first~~fourth quarter of ~~2023~~2025, we entered into a new variable-to-fixed interest rate ~~swaps~~swap to reduce the variability of cash flows associated with interest payments on our variable rate debt. InAs ~~the~~of ~~third~~December ~~quarter~~31, ~~of 2023~~2025, we ~~discontinued~~have ~~these~~$700.0 million notional amount hedged in relation to our variable-to-fixed interest rate ~~swaps~~swap into the second quarter of 2026, which ~~were~~subsequently inincreases anto ~~asset~~$1.0 billion ~~position~~through the fourth quarter of 2028, and decreases thereafter to $27900.20 million onthrough the ~~date~~fourth ~~that~~quarter ~~they~~of ~~were~~2030 ~~discontinued~~and to $500.0 million through the fourth quarter of 2031.

~~Also~~The inpre-tax ~~the~~earnings ~~third~~and ~~quarter~~cash offlow ~~2023,~~impact weof ~~entered~~a ~~into new variable~~one-topercentage-~~fixed~~point ~~interest~~increase ~~rate~~in ~~swaps~~interest torates ~~reduce~~(approximately ~~the~~15% ~~variability~~ of ~~cash~~our ~~flows~~weighted-average ~~associated~~interest ~~with~~rate ~~interest~~at ~~payments~~December 31, 2025) on our ~~variable~~long-term ~~rate~~ debt. Asoutstanding ofat December 31, ~~2024,~~2025 wewould ~~have~~be approximately $~~700~~4.0 4 million ~~notional~~and ~~amount~~was ~~hedged~~approximately ~~in relation to our variable-to-fixed interest rate swap into the third quarter of 2027,~~ $~~200~~4.0 3 million ofat ~~which~~December ~~continues~~31, ~~into~~2024, ~~the~~on ~~fourth~~an ~~quarter~~annualized ~~of 2029~~basis.

The pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates (approximately 15% of our weighted-average interest rate at December 31, 2024) on our long-term debt outstanding at December 31, 2024 would be approximately $4.3 million and was approximately $4.4 million at December 31, 2023, on an annualized basis. 50

53DAUCH CORPORATION

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Operations

Year Ended December 31,

	2024		2023		2022
	2025		2024		2023
	(in millions, except per share data)
Net sales	$	65,~~124~~836.97	$	6,~~079~~124.59	$	56,~~802~~079.45
Cost of goods sold	5,~~383~~132.52		5,~~455~~383.25		5,~~097~~455.52
Gross profit	~~741~~704.45		~~624~~741.34		~~704~~624.93
Selling, general and administrative expenses	~~387~~389.10		~~366~~387.91		~~345~~366.19
Amortization of intangible assets	8281.98		8582.69		85.76
Impairment charge (Note 2)	12.0		—		—
Impairment charges (Note 2)	8.0		12.0		—
Restructuring and acquisition-related costs	18113.04		2518.20		3025.2
Operating income	~~241~~112.43		~~146~~241.64		~~243~~146.96
Interest expense	(~~186~~201.01)		(~~201~~186.70)		(~~174~~201.57)
Interest income	2839.18		2628.21		1726.02
Other income (expense)
Debt refinancing and redemption costs	(0.6.2)		(10.36)		(61.43)
Gain on bargain purchase of business	—		—		13.6
Gain on Business Combination Derivative (Note 5)	52.9		—		—
Pension curtailment and settlement charges	—		~~(1.3)~~—		—(1.3)
Loss on equity securities	~~(0.1)~~—		(10.1)		(251.51)
Other income (expense), net	~~(20~~3.0)8		8(20.10)		~~(1.~~8).1
Income (loss) before income taxes	621.85		~~(24~~62.5)8		66(24.35)
Income tax expense	2721.82		927.18		29.01
Net income (loss)	$	35(19.07)	$	~~(33~~35.6)0	$	64(33.36)
Basic earnings (loss) per share	$	(0.2917)	$	(0.29)	$	(0.5429)
Diluted earnings (loss) per share	$	(0.2917)	$	(0.29)	$	(0.5329)

See accompanying notes to consolidated financial statements

5451

~~AMERICAN~~DAUCH ~~AXLE~~CORPORATION ~~& MANUFACTURING HOLDINGS, INC.~~

Consolidated Statements of Comprehensive Income (Loss)

Year Ended December 31,

	2024		2023		2022
	2025		2024		2023
	(in millions)
Net income (loss)	$	35(19.07)	$	~~(33~~35.6)0	$	64(33.36)
Other comprehensive income (loss)
Defined benefit plans, net of tax of $2.8 million, $(0.4) million and $(31.8) million in 2024, 2023 and 2022, respectively	(11.9)		1.6		95.0
Defined benefit plans, net of tax of $2.4 million, $2.8 million and $(0.4) million in 2025, 2024 and 2023, respectively	(7.1)		(11.9)		1.6
Foreign currency translation adjustments	~~(44~~77.7)2		7(44.47)		~~(38~~7.4)
Changes in hedges, net of tax of $4.4 million, $1.9 million and $(6.5) million in 2024, 2023 and 2022, respectively	(32.7)		3.5		32.8
Changes in hedges, net of tax of $(5.6) million, $4.4 million and $1.9 million in 2025, 2024 and 2023, respectively	16.0		(32.7)		3.5
Other comprehensive income (loss)	~~(89~~86.3)1		12(89.53)		8912.45
Comprehensive income (loss)	$	~~(54~~66.3)4	$	(2154.13)	$	~~153~~(21.71)

See accompanying notes to consolidated financial statements

5552

~~AMERICAN~~DAUCH ~~AXLE~~CORPORATION ~~& MANUFACTURING HOLDINGS, INC.~~

Consolidated Balance Sheets

December 31,

	2024		2023
	2025		2024
Assets	(in millions, except per share data)
Current assets
Cash and cash equivalents	$	~~552~~708.9	$	~~519~~552.9
Accounts receivable, net	709.1		818.5
Restricted cash (Note 4)	1,496.6		—
Inventories, net	442.5		482.9
Accounts receivable, net	733.0		709.1
Prepaid expenses and other	152.2		185.3
Inventories, net	466.4		442.5
Current assets held-for-sale	58.1		—
Prepaid expenses and other	230.1		152.2
Total current assets	1,914.8		2,006.6
Current assets held-for-sale	—		58.1
Property, plant and equipment, net	1,622.8		1,760.9
Total current assets	3,635.0		1,914.8
Deferred income taxes	199.5		169.4
Property, plant and equipment, net	1,591.5		1,622.8
Goodwill	172.0		182.1
Deferred income taxes	235.9		199.5
Other intangible assets, net	456.7		532.8
Goodwill	174.4		172.0
GM postretirement cost sharing asset	111.7		111.9
Other intangible assets, net	375.2		456.7
Operating lease right-of-use assets	110.3		115.6
GM postretirement cost sharing asset	116.0		111.7
Other assets and deferred charges	472.1		477.0
Operating lease right-of-use assets	122.3		110.3
Total assets	$	5,059.9	$	5,356.3
Other assets and deferred charges	419.9		472.1
Total assets	$	6,670.2	$	5,059.9
Liabilities and Stockholders' Equity
Current liabilities
Current portion of long-term debt	$	4710.94	$	1747.09
Accounts payable	~~700~~718.53		~~773~~700.95
Accrued compensation and benefits	~~193~~254.09		~~200~~193.10
Deferred revenue	1438.25		1614.62
Current portion of operating lease liabilities	2224.87		2122.98
Accrued expenses and other	~~172~~187.42		172.14
Current liabilities held-for-sale	~~24.4~~—		—24.4
Total current liabilities	1,~~175~~234.20		1,~~201~~175.62
Long-term debt, net	24,~~576~~039.91		2,~~751~~576.9
Deferred revenue	3733.09		7037.40
Deferred income taxes	119.81		1611.58
Long-term portion of operating lease liabilities	89100.91		9589.59
Postretirement benefits and other long-term liabilities	~~606~~614.30		~~615~~606.53
Total liabilities	46,~~497~~030.12		4,~~751~~497.41
Stockholders' equity
Preferred stock, par value $0.01 per share; 10.0 million shares
authorized; no shares outstanding in 2024 or 2023	—		—
authorized; no shares outstanding in 2025 or 2024	—		—
Series common stock, par value $0.01 per share; 40.0 million
shares authorized; no shares outstanding in 2024 or 2023	—		—
shares authorized; no shares outstanding in 2025 or 2024	—		—
Common stock, par value $0.01 per share; 150.0 million shares authorized;
128.3 million and 127.4 million shares issued as of December 31, 2024 and December 31, 2023, respectively	1.3		1.3
130.0 million and 128.3 million shares issued as of December 31, 2025 and December 31, 2024, respectively	1.3		1.3
Paid-in capital	1,~~397~~411.62		1,~~382~~397.6
Accumulated deficit	(~~248~~267.29)		(~~283~~248.2)
Treasury stock at cost, 10.7 million shares in 2024 and 10.3 million shares in 2023	(235.7)		(232.9)
Treasury stock at cost, 11.3 million shares in 2025 and 10.7 million shares in 2024	(238.5)		(235.7)
Accumulated other comprehensive income (loss)
Defined benefit plans, net of tax	(~~157~~164.23)		(~~145~~157.32)
Foreign currency translation adjustments	(~~187~~109.08)		(~~142~~187.30)
Unrecognized gain (loss) on hedges, net of tax	(8.0)		24(8.70)
Total stockholders' equity	~~562~~640.80		~~604~~562.98
Total liabilities and stockholders' equity	$	56,~~059~~670.92	$	5,~~356~~059.39

See accompanying notes to consolidated financial statements

5653

~~AMERICAN~~DAUCH ~~AXLE~~CORPORATION ~~& MANUFACTURING HOLDINGS, INC.~~

Consolidated Statements of Cash Flows

Year Ended December 31,

	2024		2023		2022
	2025		2024		2023
	(in millions)
Operating activities
Net income (loss)	$	35(19.07)	$	~~(33~~35.6)0	$	64(33.36)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	~~469~~459.75		~~487~~469.27		~~492~~487.12
Impairment charge (Note 2)	128.0		—12.0		—
Deferred income taxes	(3143.93)		(4531.79)		(2945.57)
Stock-based compensation	1513.06		1315.40		1713.74
Pensions and other postretirement benefits, net of contributions	(127.87)		(1912.18)		(1119.81)
Loss (gain) on disposal of property, plant and equipment, net	5.8		5.8		(0.5)
Loss on disposal of property, plant and equipment, net	9.0		5.8		5.8
Loss on equity securities	~~0.1~~—		10.1		251.51
Gain on bargain purchase of business	—		—		(13.6)
Gain on Business Combination Derivative (Note 5)	(52.9)		—		—
Debt refinancing and redemption costs	0.6.2		10.36		61.43
Changes in operating assets and liabilities, net of amounts acquired or disposed
Accounts receivable	70(22.37)		770.23		~~(38.~~7).2
Inventories	17(7.10)		~~(13~~17.2)1		(1613.2)
Accounts payable and accrued expenses	~~(64~~93.2)3		58(64.62)		6158.16
Deferred revenue	~~(33~~15.3)4		(1633.13)		(16.81)
Other assets and liabilities	(2840.01)		(5028.80)		(9150.18)
Net cash provided by operating activities	~~455~~411.46		~~396~~455.14		~~448~~396.91
Investing activities
Purchases of property, plant and equipment	(~~248~~256.05)		(~~194~~248.60)		(~~171~~194.46)
Proceeds from sale of property, plant and equipment	45.06		04.90		40.79
Proceeds from government grants	~~2.0~~—		—2.0		—
Purchase buyouts of leases	(35.18)		(23.1)		(42.01)
Acquisition of business, net of cash acquired	(7.3)		(2.5)		(88.9)
Proceeds from sale of business, net (Note 2)	64.4		—		—
Proceeds from sale of equity securities	0.8		—		—
Proceeds from disposition of affiliates (Note 2)	30.1		—		—
Investment in affiliates	(3.2)		(3.2)		(0.4)
Acquisition of business, net of cash acquired	(2.5)		(7.3)		(2.5)
Proceeds from insurance claim (Note 16)	—		17.0		17.0
Proceeds from sale of equity securities	—		0.8		—
Net cash used in investing activities	(254.8)		(184.5)		(243.0)
Investment in affiliates	(4.9)		(3.2)		(3.2)
Proceeds from insurance claim	—		—		17.0
Net cash used in investing activities	(169.6)		(254.8)		(184.5)
Financing activities
Proceeds from Revolving Credit Facility	—		—		25.0
Payments of Revolving Credit Facility	—		—		(25.0)
Payments of Revolving Credit Facility	—		(25.0)		—
Proceeds from issuance of long-term debt	2,108.7		7.0		35.8
Proceeds from issuance of long-term debt	7.0		35.8		247.9
Payments of long-term debt	(676.8)		(155.4)		(184.8)
Payments of long-term debt	(155.4)		(184.8)		(458.3)
Debt issuance costs	(28.2)		(1.7)		(3.2)
Debt issuance costs	(1.7)		(3.2)		(31.4)
Purchase of treasury stock	(2.8)		(2.8)		(14.7)
Purchase of treasury stock	(2.8)		(14.7)		(1.9)
Finance lease obligations and other	(5.4)		(3.3)		(13.6)
Finance lease obligations and other	(3.3)		(13.6)		1.5
Net cash provided by (used in) financing activities	1,395.5		(156.2)		(205.5)
Net cash used in financing activities	(156.2)		(205.5)		(217.2)
Effect of exchange rate changes on cash	15.1		(11.4)		2.3
Effect of exchange rate changes on cash	(11.4)		2.3		(7.4)
Net increase in cash, cash equivalents and restricted cash	1,652.6		33.0		8.4
Net increase (decrease) in cash and cash equivalents	33.0		8.4		(18.7)
Cash, cash equivalents and restricted cash at beginning of year	552.9		519.9		511.5
Cash and cash equivalents at beginning of year	519.9		511.5		530.2
Cash, cash equivalents and restricted cash at end of year	$	2,205.5	$	552.9	$	519.9
Cash and cash equivalents at end of year	$	552.9	$	519.9	$	511.5
Supplemental cash flow information
Interest paid	$	~~184~~175.67	$	~~186~~184.46	$	~~172~~186.64
Income taxes paid, net	$	4954.56	$	5449.95	$	4054.49

See accompanying notes to consolidated financial statements

5754

~~AMERICAN~~DAUCH ~~AXLE~~CORPORATION ~~& MANUFACTURING HOLDINGS, INC.~~

Consolidated Statements of Stockholders' Equity

	Common Stock					Retained Earnings				Accumulated Other
	Shares	Par		Paid-in		(Accumulated		Treasury		Comprehensive
	Outstanding	Value		Capital		Deficit)		Stock		Income (Loss)
	(in millions)
Balance at January 1, 2022	114.0	$	1.3	$	1,351.5	$	(313.9)	$	(216.3)	$	(364.8)
Accrual at January 1, 2023	114.6	$	1.3	$	1,369.2	$	(249.6)	$	(218.2)	$	(275.4)
Net income						64.3
Changes in hedges										32.8
Foreign currency translation adjustments										(38.4)
Defined benefit plans, net										95.0
Vesting of stock-based compensation	0.8	—
Stock-based compensation				17.7
Purchase of treasury stock	(0.2)							(1.9)
Balance at December 31, 2022	114.6	$	1.3	$	1,369.2	$	(249.6)	$	(218.2)	$	(275.4)
Net loss						(33.6)
Changes in hedges										3.5
Foreign currency translation adjustments										7.4
Defined benefit plans, net										1.6
Vesting of stock-based compensation	4.1	—
Stock-based compensation				13.4
Purchase of treasury stock	(1.6)							(14.7)
Balance at December 31, 2023	117.1	$	1.3	$	1,382.6	$	(283.2)	$	(232.9)	$	(262.9)
Net income						35.0
Changes in hedges										(32.7)
Foreign currency translation adjustments										(44.7)
Defined benefit plans, net										(11.9)
Vesting of stock-based compensation	0.9	—
Stock-based compensation				15.0
Purchase of treasury stock	(0.4)							(2.8)
Balance at December 31, 2024	117.6	$	1.3	$	1,397.6	$	(248.2)	$	(235.7)	$	(352.2)
Net loss						(19.7)
Changes in hedges										16.0
Foreign currency translation adjustments										77.2
Defined benefit plans, net										(7.1)
Vesting of stock-based compensation	1.7	—
Stock-based compensation				13.6
Purchase of treasury stock	(0.6)							(2.8)
Balance at December 31, 2025	118.7	$	1.3	$	1,411.2	$	(267.9)	$	(238.5)	$	(266.1)

See accompanying notes to consolidated financial statements

5855

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AsEffective aJanuary ~~leading~~26, ~~global~~2026, ~~tier~~American 1Axle ~~automotive~~& ~~and~~Manufacturing ~~mobility supplier~~Holdings, ~~AAM~~Inc. ~~designs,~~changed ~~engineers~~its ~~and~~name ~~manufactures~~to ~~Driveline~~Dauch ~~and~~Corporation. ~~Metal~~As ~~Forming~~used ~~technologies~~in tothis ~~support electric~~report, ~~hybrid~~except ~~and~~as ~~internal~~otherwise ~~combustion~~indicated ~~vehicles.~~in ~~Headquartered~~information inincorporated ~~Detroit,~~by ~~Michigan~~reference, ~~with~~references ~~over~~to 75“our ~~facilities~~Company,” in"we," ~~16 countries~~"our," ~~AAM~~"us" isor ~~bringing~~“Dauch” ~~the~~mean ~~future~~Dauch ~~faster~~Corporation ~~for~~and aits ~~safer~~subsidiaries and ~~more~~predecessors, ~~sustainable tomorrow~~collectively.

~~PRINCIPLES~~Dauch OFCorporation ~~CONSOLIDATION We~~is ~~include~~a premier Driveline and Metal Forming supplier serving the ~~accounts~~global ofautomotive ~~American~~industry ~~Axle~~with &a ~~Manufacturing~~powertrain-agnostic ~~Holdings~~product portfolio that supports electric, ~~Inc~~hybrid, and internal combustion vehicles. ~~(Holdings)~~The ~~and~~company ~~its~~is ~~subsidiaries~~headquartered in ~~our~~Detroit, ~~consolidated~~Michigan, ~~financial~~with ~~statements~~operations that span 24 countries and more than 175 locations. WeFormed ~~eliminate~~through the ~~effects~~acquisition of ~~all~~Dowlais ~~intercompany~~Group ~~transactions~~plc and its subsidiaries - GKN Automotive and GKN Powder Metallurgy, ~~balances~~Dauch unites deep engineering roots with global manufacturing capabilities and ~~profits~~an inentrepreneurial ~~our~~spirit ~~consolidation~~to move mobility forward.

PRINCIPLES OF CONSOLIDATION We include the accounts of Dauch Corporation 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. We do not include amounts collected from customers for sales and other taxes in our transaction price and thus do not recognize these amounts as revenue. See Note 11 - 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 $21.53 million and $52.35 million as of December 31, ~~2024~~2025 and ~~2023~~2024, 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 and Asia. The factoring companies collect payment for the sold receivables and ~~AAM~~we ~~has~~have 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~~We ~~has~~have 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.

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, net. 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. 56

59DAUCH CORPORATION

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 method. When we determine that our gross inventories exceed usage requirements, or if inventories become obsolete or otherwise not salable, we record a provision for such loss as a component of our inventory accounts.

Inventories consist of the following:

	December 31,
	2024		2023
	2025		2024
	(in millions)
Raw materials and work-in-progress	$	~~362~~383.05	$	~~411~~362.50
Finished goods	~~108~~114.45		~~103~~108.54
Gross inventories	~~470~~498.40		~~515~~470.04
Inventory valuation reserves	(2731.96)		(3227.19)
Inventories, net	$	~~442~~466.54	$	~~482~~442.95

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 $5862.34 million, $5558.63 million and $5655.06 million for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, 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 $~~328~~315.53 million, $~~346~~328.05 million and $~~350~~346.40 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

Property, plant and equipment consists of the following:

	Estimated			December 31,
	Useful Lives			~~2024~~2025		~~2023~~2024
	(years)			(in millions)
Land	Indefinite			$	5153.19	$	5551.41
Land improvements	10	-	15	2728.02		2627.90
Buildings and building improvements	15	-	40	~~684~~732.64		~~694~~684.96
Machinery and equipment	3	-	12	3,~~672~~836.95		3,~~771~~672.19
Construction in progress				~~200~~213.50		~~151~~200.5
				4,636.1		4,699.8
				4,864.0		4,636.1
Accumulated depreciation and amortization				(3,~~013~~272.35)		(23,~~938~~013.93)
Property, plant and equipment, net				$	1,~~622~~591.85	$	1,~~760~~622.98

~~As of December 31, 2024, 2023 and 2022, we had unpaid purchases of plant and equipment in our accounts payable of $~~57~~.4 million, $43.1 million and $34.2 million, respectively.~~

60DAUCH CORPORATION

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2025, 2024 and 2023, we had unpaid purchases of plant and equipment in our accounts payable of $54.3 million, $57.4 million and $43.1 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. We exclude balance sheet recognition of right-of-use assets and associated liabilities for lease terms of 12 months or less for all classes of underlying assets. 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 15 - 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, ~~2024~~2025 and December 31, ~~2023~~2024, our unamortized debt issuance costs were $4153.27 million and $5141.62 million, respectively. Debt issuance costs associated with our senior secured and unsecured notes, as well as our Term Loan A Facility 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 $610.12 million and $86.81 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, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. Unamortized debt issuance costs that exist upon the extinguishment of debt are expensed proportionally to the amount of debt extinguished 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.

6158

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CURRENCY TRANSLATION AND REMEASUREMENT We translate the assets and liabilities to United States (U.S.) dollars at end-of-period exchange rates for our non-U.S. subsidiaries. We translate the income statement elements of our non-U.S. subsidiaries to U.S. dollars at average-period exchange rates. We report the effect of translation for our non-U.S. 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 a net gain of $9.9 million for the year 2025, a net loss of $17.0 million for the year 2024, and a net ~~gains~~gain of $12.8 million ~~and $1.9 million~~ for the ~~years~~year 2023 ~~and 2022~~, ~~respectively,~~ in Other income (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 8 - 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 the RSUs, 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.

We also award incentive compensation in the form of long-term cash awards (LTCAs) and performance units (PUs). We grant the LTCAs payable in cash to certain associates which vest over a three-year period. We also grant PUs payable in cash to officers and certain other associates which vest over a three-year performance period and are based primarily on ~~AAM~~the Company's three-year cumulative free cash flow.

Compensation expense is recognized over the period during which the requisite service is provided, referred to as the vesting period. See Note 9 - 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 $~~159~~147.0 million, $~~155~~159.40 million and $~~144~~155.04 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. In ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, our R&D expense is net of approximately $2114.87 million, $3721.08 million and $2037.0 million, respectively, of costs capitalized as a result of contractual guarantees with customers to recover engineering, design and development costs.

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 13 - Income Taxes, for more detail on our accounting for income taxes.

6259

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

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 are our non-vested restricted stock units. See Note 14 - 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 10 - 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 2023-0709

On ~~November~~December 2714, 2023, the ~~Financial Accounting Standards Board (~~FASB) issued ~~Accounting Standard Update (~~ASU) 2023-0709 - Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures (Topic ~~280~~740). ASU 2023-0709 ~~enhances~~expands the existing ~~annual~~disclosure ~~segment~~ requirements tofor ~~include~~the ~~disclosure~~annual ofrate ~~significant~~reconciliation ~~segment~~between ~~expenses~~the ~~and~~effective ~~other~~tax ~~segment~~rate ~~items~~and bythe ~~reportable~~statutory ~~segment~~federal ~~that~~tax ~~are~~rate ~~regularly used~~ by ~~the~~requiring ~~Chief~~reconciliation ~~Operating~~items ~~Decision Maker (CODM)~~ to ~~evaluate~~be ~~segment~~disaggregated ~~performance.~~by ~~This~~defined ~~guidance~~categories ~~also~~and ~~requires~~disclosed ~~annual~~as ~~disclosure~~both ofpercentages ~~the title~~ and ~~position of the CODM~~amounts. ASU 2023-0709 also ~~expands~~requires ~~interim~~the ~~segment~~disaggregation ~~disclosure~~of ~~requirements~~income totaxes ~~include~~paid ~~all~~by ~~existing~~jurisdiction ~~annual segment disclosures in addition to the new disclosure requirements~~ for ~~significant~~each ~~segment~~annual ~~expenses~~period ~~and other segment items~~presented. We adopted this guidance ~~retrospectively~~prospectively on January 1, ~~2024 for the annual requirements and will adopt the interim requirements on January 1,~~ 2025. See Note 17 13- ~~Segment~~Income ~~and~~Taxes ~~Geographic Information~~ for our updated ~~annual~~income ~~segment~~tax disclosures.

Standards Not Yet Adopted

Accounting Standards Update 2024-03

On November 4, 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 expands existing annual and interim requirements for costs and expenses to include a footnote disclosure disaggregating expense captions on the face of the income statement by specific expense categories using a tabular presentation. ASU 2024-03 also requires a qualitative disclosure of the amounts remaining in relevant expense captions that are not separately disclosed as part of the specific expense categories, as well as disclosures about the entity's total selling expenses and in annual periods, a definition of selling expenses.This guidance becomes effective at the beginning of our 2027 fiscal year for annual requirements, and at the beginning of our 2028 fiscal year for interim requirements, using either a prospective or retrospective transition method. We will adopt this guidance on January 1, 2027 for the annual requirements and will adopt the interim requirements on January 1, 2028. We are currently assessing the impact that this standard will have on our consolidated financial statements.

Accounting Standards Update ~~2023~~2025-09

On ~~December~~November 1425, ~~2023~~2025, the FASB issued ASU ~~2023~~2025-09 - ~~Improvements~~Derivatives toand ~~Income~~Hedging ~~Tax Disclosures~~ (Topic ~~740~~815): Hedge Accounting Improvements. ASU ~~2023~~2025-09 ~~expands~~amends ~~the~~ existing ~~disclosure~~cash ~~requirements~~flow ~~for~~hedge ~~the~~accounting ~~annual~~requirements, ~~rate~~allowing ~~reconciliation~~for ~~between~~ the ~~effective~~aggregation ~~tax~~of ~~rate~~groups ~~and~~of ~~the~~individual ~~statutory~~forecasted ~~federal~~transactions ~~tax~~that ~~rate~~share bya ~~requiring~~similar ~~reconciliation~~risk ~~items~~exposure, torather bethan ~~disaggregated~~requiring bya ~~defined~~shared ~~categories~~risk ~~and disclosed as both percentages and amounts. ASU 2023-09 also requires the disaggregation~~ of ~~income taxes paid by jurisdiction for each annual period presented~~exposure. This guidance becomes effective at the beginning of our ~~2025~~2027 fiscal year, and ~~may~~must be applied ~~either~~prospectively ~~retrospectively~~for orall ~~prospectively~~hedging relationships as of adoption. We expect to adopt this guidance on January 1, ~~2025~~2027 and we are currently assessing the impact that this standard will have on our consolidated financial statements.

6360

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. ACQUISITIONS AND DISPOSITIONS

~~Pending~~Business Combination with Dowlais Group plc

On ~~January~~February 293, ~~2025~~2026, ~~AAM~~we completed our previously announced ~~that~~acquisition weof ~~reached~~Dowlais ~~agreement~~Group ~~with~~plc (Dowlais) whereby we acquired the ~~Board~~entire ofissued ~~Directors~~share capital of Dowlais ~~Group~~(the ~~plc~~Business ~~(Dowlais~~Combination). onPursuant to the ~~terms~~Business Combination, Dowlais shareholders received for each Dowlais ordinary share: 0.0881 shares of anew ~~recommended~~Dauch ~~cash~~Corporation common stock and 43 pence per share ~~offer~~in tocash be(approximately ~~made~~$0.59 byper ~~AAM~~share toas ~~acquire~~of the ~~entire~~closing ~~issued~~date), resulting in the issuance of approximately 117 million shares (and an increase in authorized shares from 150 million shares to be375 million ~~issued~~shares) ~~ordinary~~and ~~share~~a ~~capital~~total ofpurchase ~~Dowlais~~price ~~for~~of approximately $1.447 billion. inFollowing ~~cash~~the ~~and~~close ~~AAM~~of ~~shares (~~the ~~Business~~transaction, ~~Combination).~~the Incombined ~~connection~~company ~~with~~is ~~the~~headquartered ~~Business~~in ~~Combination~~Detroit, onMichigan ~~January~~and ~~29,~~led ~~2025,~~by ~~AAM~~the Company's Chairman and ~~Dowlais~~CEO. ~~entered~~See ~~into~~Note a4 Co-~~operation~~ ~~Agreement~~Long-Term Debt for additional detail regarding financing for the Business Combination.

~~Pursuant~~We toare in the ~~Business~~process ~~Combination, Dowlais shareholders will be entitled to receive for each share~~ of ~~Dowlais’~~valuing ~~common~~the ~~stock:~~assets ~~0.0863~~acquired ~~shares~~and ofliabilities ~~new~~assumed ~~AAM~~from ~~common stock~~Dowlais, 42as ~~pence~~well ~~per~~as ~~share~~identifying inand ~~cash~~assessing ~~(approximately~~any ~~$0.52~~transactions ~~per share) and up~~ to ~~2.8~~be ~~pence~~recognized ~~(approximately~~separately ~~$0.035~~from ~~per~~the ~~share) of Dowlais fiscal year 2024 final dividend prior to closing~~acquisition. The ~~transaction~~consolidated ~~has~~financial ~~been~~statements ~~unanimously~~presented ~~approved~~in bythis ~~the~~Form ~~Boards~~10-K ofas ~~Directors~~ of, ~~AAM~~ and ~~Dowlais.~~for ~~Following~~ the ~~close~~year ofended, ~~the~~December ~~transaction~~31, ~~the~~2025 ~~combined~~do ~~company~~not ~~will~~include beany ~~headquartered~~amounts inor ~~Detroit,~~balances ~~Michigan~~of ~~and~~Dowlais ~~will~~as bethe ~~led~~Business byCombination ~~AAM's~~was ~~Chairman~~completed ~~and~~subsequent ~~CEO. The transaction is expected~~ to ~~close~~the bybalance ~~the~~sheet ~~end~~date. ofWe ~~2025,~~will ~~subject~~begin to ~~approval~~include byDowlais ~~both~~in ~~sets~~our ofconsolidated ~~shareholders,~~financial ~~regulatory~~statements ~~approvals,~~in ~~and~~the ~~satisfaction~~first quarter of ~~customary closing conditions~~2026. ~~See Note 4 - Long-Term Debt for additional detail regarding financing for the Business Combination.~~

~~Acquisition~~Disposition of ~~Tekfor~~AAM ~~Group~~India Manufacturing Corporation Pvt., Ltd.

OnIn ~~June~~October 12024, ~~2022,~~we entered into a definitive agreement to sell our ~~acquisition~~commercial ofvehicle ~~Tekfor~~axle ~~Group~~business and related assets in India (~~Tekfor~~AAM India Manufacturing Corporation Pvt., Ltd.) ~~became~~to ~~effective~~Bharat ~~and~~Forge weLimited ~~paid~~(BFL) for a ~~total~~sales ~~purchase~~ price of $9465.40 million,. ~~which~~In ~~was~~July ~~funded~~2025, ~~entirely~~we ~~with~~completed ~~cash~~the onsale ~~hand.~~of ~~Tekfor~~AAM ~~manufactures~~India ~~high-performance~~Manufacturing ~~components~~Corporation Pvt., ~~modules~~Ltd., and ~~fasteners~~in October 2025, ~~including~~we ~~traditional~~reached ~~powertrain~~an ~~and~~agreement ~~driveline~~with ~~components~~BFL ~~(for~~on ~~both~~the ~~internal~~final ~~combustion~~settlement ~~and~~amount ~~hybrid~~associated ~~applications),~~with ~~and~~the epost-~~mobility~~closing ~~components.~~adjustments, ~~Our~~including ~~acquisition~~the offinal ~~Tekfor~~working ~~has~~capital ~~contributed~~true-up. toAs ~~diversifying~~a ~~our~~result, ~~geographic~~total ~~and~~cash ~~customer~~proceeds ~~sales~~from ~~mix~~the sale, ~~while~~net ~~also~~of ~~increasing~~cash ~~our~~divested, ~~electrification~~were ~~product portfolio~~$64.4 million.

~~The~~For ~~acquisition~~the ofyears ~~Tekfor~~ended ~~was~~December ~~accounted~~31, ~~for~~2025 ~~under~~and ~~the~~2024, ~~acquisition~~we ~~method~~recorded ~~under~~impairment ~~Accounting~~charges ~~Standards~~of ~~Codification~~$8.0 million ~~(ASC)~~and ~~805~~$12.0 million, -respectively, ~~Business~~to ~~Combinations~~reduce ~~with~~ the ~~purchase~~carrying ~~price~~value ~~allocated~~of this business to ~~the~~fair ~~identifiable~~value ~~assets~~less ~~and~~cost ~~liabilities~~to sell. The sale of ~~the~~AAM ~~acquired~~India ~~company~~Manufacturing ~~based~~Corporation onPvt., ~~the~~Ltd. ~~respective~~did ~~fair~~not ~~values~~qualify offor classification as discontinued operations as the ~~assets~~sale does not represent a strategic shift in our business that has had, or will have, a major effect on our operations and ~~liabilities~~financial results.

~~The~~Disposition ~~following represents the fair values~~ of ~~the assets acquired and liabilities assumed resulting from the acquisition (in millions):~~Affiliates

	December 31, 2022
Total consideration transferred	$	94.4
Cash and cash equivalents	$	14.3
Accounts receivable	33.7
Inventories	46.3
Prepaid expenses and other long-term assets	30.1
Deferred income tax assets	5.0
Property, plant and equipment	105.5
Total assets acquired	$	234.9
Accounts payable	33.5
Accrued expenses and other	28.1
Debt	23.4
Postretirement benefits and other long-term liabilities	41.9
Net assets acquired	$	108.0
Gain on bargain purchase of business	$	13.6

In the first quarter of 2025, we exited our 50% ownership of both Hefei AAM Automotive Driveline & Chassis System Co., Ltd. and Liuzhou AAM Automotive Driveline System Co., Ltd. As a result, we collected $30.1 million in cash, which approximated the carrying value of our investments in these joint ventures at the time of disposition. We accounted for these Chinese joint ventures as equity method investments and, as such, their results of operations, cash flows and account balances were not consolidated in our financial statements.

6461

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The gain on bargain purchase of business was primarily the result of macroeconomic factors at the time of acquisition such as the supply chain disruptions that impacted the automotive industry, including the conflict between Russia and Ukraine, the semiconductor supply shortage, and increasing input costs, including materials, freight and utilities.

We finalized the valuation of the assets and liabilities of Tekfor in the first quarter of 2023 as we concluded the customary post-closing reviews associated with the acquisition. There were no adjustments to the purchase price allocation in the year ended December 31, 2023.

Included in net sales and net income for the period from the acquisition effective date on June 1, 2022 through December 31, 2022 was $204.0 million and a net loss of $5.1 million, respectively, attributable to Tekfor. The 2022 net loss attributable to Tekfor included a one-time expense of approximately $4.0 million, net of tax, for the step-up of inventory to fair value.

Unaudited Pro Forma Financial Information

Unaudited pro forma net sales for AAM, on a combined basis with Tekfor for the years ended December 31, 2022 and December 31, 2021, were $5.95 billion and $5.50 billion, respectively, excluding Tekfor sales to AAM during those periods. Unaudited pro forma net income amounts for the years ended December 31, 2022 and December 31, 2021 were approximately $55 million and $15 million, respectively. Unaudited pro forma earnings per share amounts for the year ended December 31, 2022 and December 31, 2021 were $0.46 per share and $0.13 per share, respectively. Unaudited pro forma net income for the year ended December 31, 2021 includes a one-time gain of approximately $15 million associated with a Tekfor entity as a result of a favorable tax ruling in a non-U.S. jurisdiction.

The unaudited pro forma net income amounts for the years ended December 31, 2022 and December 31, 2021 have been adjusted for approximately $4 million, net of tax, related to the step-up of inventory to fair value as a result of the acquisition, approximately $5 million, net of tax, for acquisition-related costs, and approximately $14 million for the gain on bargain purchase of business, which was not subject to tax. This resulted in a net reclassification of approximately $5 million from unaudited pro forma net income in 2022 into unaudited pro forma net income in 2021, as we are required to disclose the unaudited pro forma amounts as if the acquisition of Tekfor had been completed on January 1, 2021.

The disclosure of unaudited pro forma net sales and earnings is for informational purposes only and does not purport to indicate the results that would actually have been obtained had the merger been completed on the assumed date for the periods presented, or which may be realized in the future.

Pending Disposition of AAM India Manufacturing Corporation Pvt., Ltd.

In October 2024, we entered into a definitive agreement to sell our commercial vehicle axle business and related assets in India (AAM India Manufacturing Corporation Pvt., Ltd.) to Bharat Forge Limited for a sales price of $65 million, subject to certain customary adjustments at closing. The sale is expected to close in the first half of 2025, subject to customary closing conditions, including the receipt of regulatory approvals.

As such, the assets and liabilities associated with this business have met the criteria to be classified as held-for-sale, resulting in $58.1 million of assets and $24.4 million of liabilities classified as held-for-sale in our Consolidated Balance Sheet as of December 31, 2024. These amounts are classified entirely as current as we expect to complete the sale in the first half of 2025. Upon reclassification to held-for-sale in 2024, we recorded an impairment charge of $12.0 million to reduce the carrying value of this business to fair value less cost to sell. This impairment charge was primarily driven by approximately $30 million of accumulated currency translation adjustments that were included in the calculation of the carrying value of this business.

The sale of AAM India Manufacturing Corporation Pvt., Ltd. did not qualify for classification as discontinued operations as the sale does 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, no reclassification of the assets and liabilities as held-for-sale was required in our Consolidated Balance Sheet as of December 31, 2023.

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, ~~2024~~2025 and the year ended December 31, ~~2023~~2024:

	Consolidated
	(in millions)
Balance as of January 1, 2023	$	181.6
Balance as of January 1, 2024	$	182.1
Foreign currency translation	0.5
Balance as of December 31, 2023	$	182.1
Reclassification to Assets held-for-sale	(8.3)
Foreign currency translation	(1.8)
Balance as of December 31, 2024	$	172.0
Foreign currency translation	2.4
Balance as of December 31, 2025	$	174.4

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 2024 and no impairment was identified.~~

AtFor ~~December~~our 31goodwill impairment test in the fourth quarter of 2025, ~~2024~~we utilized a Step 0 qualitative analysis, ~~accumulated~~as ~~goodwill~~permitted ~~impairment~~under ~~losses~~the ~~were~~guidance $1in ASC 350,~~435~~ and concluded that it is more-likely-than-not that the fair value of Driveline exceeded its carrying value as of the testing date.~~5 million.~~ ~~All~~We ~~remaining~~concluded that a Step 0 analysis was appropriate based on the significant excess of fair value over carrying value for Driveline resulting from our 2024 goodwill isimpairment ~~attributable~~test, toand further as a result of relative stability in our operating environment. In addition, financial results of Driveline ~~reporting~~for ~~unit~~2025 were comparable to 2024, as were Driveline's projected financial results in our current long-range plan, as compared to the plan utilized in the 2024 goodwill impairment test.

InAt ~~October~~December ~~2024~~31, ~~we entered into a definitive agreement to sell AAM India Manufacturing Corporation Pvt.~~2025, ~~Ltd.~~accumulated Asgoodwill aimpairment ~~result,~~losses wewere ~~have~~ $81,435.35 million. ofAll remaining goodwill ~~associated~~is ~~with~~attributable ~~this~~to ~~business classified as held-for-sale in~~ our ~~Consolidated~~Driveline ~~Balance~~reporting ~~Sheet as of December 31, 2024~~unit. ~~See Note 2 - Acquisitions and Dispositions for additional detail on this disposition.~~

	December 31,						December 31,
	2024						2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in millions)
Capitalized computer software	$	60.9	$	(52.6)	$	8.3	$	54.2	$	(49.2)	$	5.0
Customer platforms	856.2		(491.6)		364.6		856.2		(428.2)		428.0
Customer relationships	53.0		(26.5)		26.5		53.0		(23.1)		29.9
Technology and other	153.8		(96.5)		57.3		154.3		(84.4)		69.9
Total	$	1,123.9	$	(667.2)	$	456.7	$	1,117.7	$	(584.9)	$	532.8

On July 1, 2025, we completed the sale of AAM India Manufacturing Corporation Pvt., Ltd. to Bharat Forge Limited. As a result, we removed $8.3 million of goodwill associated with this business from our Consolidated Balance Sheet as of December 31, 2025 that had previously been classified as held-for-sale. See Note 2 - Acquisitions and Dispositions for for detail.

Other Intangible Assets The following table provides a reconciliation of the gross carrying amount and associated accumulated amortization for the Company's other intangible assets, which are all subject to amortization, as of December 31, 2025 and December 31, 2024:

Amortization expense for our intangible assets was $82.9 million for the year ended December 31, 2024, $85.6 million for the year ended December 31, 2023, and $85.7 million for the year ended December 31, 2022. Estimated amortization expense for the years 2025 through 2029 is expected to be approximately $80 million per year.


	December 31,						December 31,
	2025						2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in millions)
Capitalized computer software	$	61.2	$	(55.7)	$	5.5	$	60.9	$	(52.6)	$	8.3
Customer platforms	856.2		(555.0)		301.2		856.2		(491.6)		364.6
Customer relationships	53.0		(29.9)		23.1		53.0		(26.5)		26.5
Technology and other	149.5		(104.1)		45.4		153.8		(96.5)		57.3
Total	$	1,119.9	$	(744.7)	$	375.2	$	1,123.9	$	(667.2)	$	456.7

6662

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Amortization expense for our intangible assets was $81.8 million for the year ended December 31, 2025, $82.9 million for the year ended December 31, 2024, and $85.6 million for the year ended December 31, 2023. Estimated amortization expense for the years 2026 through 2029 is expected to be approximately $80 million per year, decreasing to approximately $50 million in 2030, as the intangible assets identified as part of our 2017 acquisition of Metaldyne Performance Group, Inc. become fully amortized. These expected future amounts are on a Company stand-alone basis and do not include amortization expense that may be incurred in connection with the Business Combination.

DAUCH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. LONG-TERM DEBT

Long-term debt, net consists of the following:

	December 31,
	2024		2023
	2025		2024
	(in millions)
Revolving credit facility	$	—	$	—
Term Loan A Facility	484.3		484.3
Term Loan B Facility	648.0		648.0
6.875% Notes due 2028	400.0		400.0
7.75% Notes due 2033	1,250.0		—
6.50% Notes due 2027	500.0		500.0
6.875% Notes due 2028	250.0		400.0
6.25% Notes due 2026	—		127.6
6.50% Notes due 2027	—		500.0
6.375% Notes due 2032	850.0		—
5.00% Notes due 2029	600.0		600.0
Non-U.S. credit facilities	2710.67		5127.86
Total debt	24,~~659~~093.90		2,~~811~~659.79
Less: Current portion of long-term debt	4710.94		1747.09
Long-term debt	24,~~612~~082.06		2,~~794~~612.70
Less: Debt issuance costs	3543.15		4235.81
Long-term debt, net	$	24,~~576~~039.91	$	2,~~751~~576.9

SENIOR SECURED CREDIT FACILITIES ~~Holdings~~Dauch Corporation (Dauch) and American Axle & Manufacturing, Inc. (AAM, Inc.) are parties to an amended and restated credit agreement that was entered into on March 11, 2022 and ~~amended~~has onbeen ~~December~~subsequently ~~13,~~amended ~~2022, June 28, 2023 and May 16, 2024~~ (as so amended, the Amended and Restated Credit Agreement) which provides for a term loan A facility (the Term Loan A Facility), term loan B facility (the Term Loan B Facility), incremental tranche C term facility (the Tranche C Term Facility) and a multi-currency revolving credit facility (the Revolving Credit Facility and together with the Term Loan A Facility, ~~and~~ the Term Loan B Facility and Tranche C Term Facility, the Senior Secured Credit Facilities). The Senior Secured Credit Facilities are secured by a first priority security interest in substantially all of the assets of AAM, Inc., Dauch and AAM, Inc.'s wholly owned domestic subsidiaries, subject to certain thresholds, exceptions and permitted liens.

On ~~May~~February 1624, ~~2024~~2025, ~~Holdings~~we ~~and AAM, Inc.~~ entered into athe ~~refinancing~~Second ~~facility~~Amendment ~~agreement~~to (the ~~Refinancing~~Amended ~~Facility~~and ~~Agreement),~~Restated ~~that~~Credit ~~established~~Agreement aand ~~new~~the ~~Term~~Incremental ~~Loan B~~ Facility ofAgreement ~~$648.0 million~~ (the ~~New~~Second ~~Term Loan B Facility~~Amendment). ~~and~~The ~~amended~~Second ~~the Amended and Restated Credit Agreement to~~Amendment, among other things, ~~update~~a) increased the ~~applicable~~maximum ~~interest~~under ~~rate on~~ the ~~New~~Revolving ~~Term~~Credit ~~Loan B~~ Facility. ~~The proceeds~~ from ~~the~~$925.0 million ~~New~~to ~~Term Loan B Facility, together with~~ $21,495.20 million, ~~cash~~effective onupon ~~hand,~~closing ~~were~~of ~~used~~the toBusiness aCombination, b) ~~prepay~~provided ~~the~~for ~~entire~~an ~~principal~~incremental ~~amount~~$843.0 million ofTranche ~~the~~C ~~then-outstanding~~ Term ~~Loan B~~ Facility, b)in ~~pay~~connection ~~all~~with ~~accrued~~the ~~and~~Business ~~unpaid~~Combination, ~~interest~~which ~~due~~was ~~under~~subsequently ~~the~~decreased ~~then-outstanding~~by ~~Term~~AAM, ~~Loan~~Inc. Bto ~~Facility~~$835.0 million and c) ~~pay~~extended ~~fees, costs and expenses payable in connection with~~ the ~~refinancing~~maturity of the ~~Term~~Revolving ~~Loan~~Credit B Facility. ~~The~~and ~~New~~ Term Loan BA Facility ~~will~~for ~~mature~~five onyears ~~December~~from ~~13,~~the ~~2029 (TLB Maturity), subject to a springing maturity that will apply if on any~~ date ~~prior~~of to the ~~TLB~~Second ~~Maturity~~Amendment, ~~any~~resetting offor ~~AAM's~~another ~~senior~~five ~~notes~~years ~~exceed~~upon ~~$250 million~~the ~~outstanding~~closing ~~within 91 days~~ of the ~~maturity~~Business ~~date of such senior notes~~Combination. In connection with the ~~Refinancing~~Second ~~Facility Agreement~~Amendment, we paid $111.76 million of debt issuance costs, and ~~paid~~expensed ~~accrued interest of~~ $03.53 million ~~relating~~of tofees ~~the~~and ~~Term~~a ~~Loan~~portion ~~B Facility. The terms~~ of the ~~Term~~unamortized ~~Loan~~debt Aissuance ~~Facility~~costs ~~and~~that ~~the~~we ~~Revolving~~had ~~Credit~~been ~~Facility~~amortizing ~~under~~over the ~~Amended~~expected ~~and~~life ~~Restated~~of ~~Credit~~these ~~Agreement,~~borrowings. ~~including~~The ~~their~~maturity ~~respective~~date ~~interest~~of ~~rates~~the ~~and~~Term ~~maturity~~Loan ~~dates~~B Facility in the ~~first~~fourth quarter of ~~2027,~~2029 ~~remain~~was ~~unchanged~~not changed by the Second Amendment.

OnIn ~~June 28~~2024, ~~2023,~~we ~~Holdings~~paid ~~and AAM, Inc~~$1.7 million ~~entered into the First Amendment to the Amended and Restated Credit Agreement (the First Amendment), which, among other things, increased the maximum levels~~ of ~~the~~debt ~~total~~issuance ~~net~~costs ~~leverage ratio covenant~~ and ~~reduced~~paid ~~the~~accrued ~~minimum levels of cash~~ interest ~~expense coverage ratio covenant for the period from June 28, 2023 through the filing~~ of ~~our~~$0.5 million ~~second~~relating ~~quarter 2024 results, subject~~ to ~~certain~~previous ~~conditions~~amendments ~~(the Amendment Period), modified certain categories of the applicable margin (determined based on the total net leverage ratio of Holdings) for the duration of the Amendment Period with respect~~ to ~~interest rates under~~ the ~~Term~~Senior ~~Loan~~Secured ~~A Facility and the Revolving~~ Credit ~~Facility, and modified certain covenants restricting the ability of Holdings, AAM, Inc~~Facilities. ~~and certain subsidiaries of Holdings to create~~Additionally, ~~incur,~~in ~~assume~~2023, orwe ~~permit~~paid todebt ~~exist~~issuance ~~certain~~costs ~~additional~~of ~~indebtedness~~$3.2 million ~~and~~related ~~liens and~~ to ~~make~~previous oramendments ~~agree~~ to ~~pay or make certain restricted payments, voluntary payments and distributions. As of~~ the ~~date of the First Amendment, the terms of the then-outstanding Term Loan B Facility under the~~ Amended and Restated Credit Agreement~~, including maturity dates, interest rates and their applicable margins, remained unchanged~~.

67At December 31, 2025, we had $897.7 million available under the Revolving Credit Facility. This availability reflects a reduction of $27.3 million primarily for standby letters of credit issued against the facility. The proceeds of the Revolving Credit Facility are used for general corporate purposes.

~~AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.~~ 64

DAUCH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

WeAs ~~paid debt issuance costs~~ of ~~$3.2 million in the year ended~~ December 31, ~~2023~~2025, ~~related~~we tohave ~~the~~prepaid ~~First Amendment~~$6.8 million ~~The~~of ~~Amendment Period is no longer in effect following~~ the ~~filing~~outstanding ofprincipal on our ~~second~~Term ~~quarter~~Loan ~~2024~~B ~~results in August 2024~~Facility. InThese ~~2022,~~payments wesatisfy ~~expensed~~our ~~$0.6 million~~obligation offor ~~debt~~principal ~~refinancing~~payments ~~costs,~~under ~~paid~~the ~~accrued~~Term ~~interest~~Loan ofB ~~$3.4 million,~~Facility ~~and~~through ~~paid~~the ~~debt~~end ~~issuance costs~~ of ~~$31~~2026.~~4 million~~ ~~related to the Amended and Restated Credit Agreement.~~

At December 31, 2024, we had $892.2 million available under the Revolving Credit Facility. This availability reflects a reduction of $32.8 million primarily for standby letters of credit issued against the facility. The proceeds of the Revolving Credit Facility are used for general corporate purposes.

In 2022, prior to amending the Amended and Restated Credit Agreement in the fourth quarter, we made voluntary prepayments totaling $100.0 million on our then-outstanding Term Loan B Facility. As a result, we expensed approximately $0.6 million for the write-off of a portion of the unamortized debt issuance costs that we had been amortizing over the expected life of this borrowing.

FINANCING RELATED TO THE BUSINESS COMBINATION, REDEMPTION OF THE 6.2550% NOTES DUE ~~2026 During~~2027 ~~the~~AND ~~year~~PARTIAL ~~ended~~REDEMPTION ~~December~~OF 31THE 6.875% NOTES DUE 2028 On October 3, ~~2024~~2025, weAAM, ~~voluntarily~~Inc. ~~redeemed~~issued ~~and~~$850 million ~~repurchased~~of ~~the~~6.375% ~~remaining~~senior ~~portion~~secured ofnotes ~~our~~due 2032 (the 6.25375% Notes) and $1,250 million of 7.75% senior unsecured notes due ~~2026~~2033 (the 7.75% ~~This~~Notes, ~~resulted~~and intogether ~~principal~~with ~~payments~~the ~~totaling~~6.375% ~~$127~~Notes, the Notes). The 6 ~~million~~.375% Notes are governed by an indenture that contains covenants, that, among other things, restrict with certain exceptions, our ability to incur additional debt, make restricted payments, incur debt secured by liens, dispose of assets and ~~$2.2 million~~engage in ~~accrued~~consolidations ~~interest.~~and Wemergers ~~also~~or ~~expensed~~sell ~~approximately~~or ~~$0.4 million~~transfer ~~for~~all ~~the~~or ~~write-off~~substantially all of aour ~~portion~~assets. The 7.75% Notes are governed by an indenture that contains covenants that, among other things, restrict, with certain exceptions, our ability to engage in consolidations and mergers or sell or transfer all or substantially all of ~~the~~our ~~unamortized~~assets, incur debt ~~issuance~~secured ~~costs~~by ~~that~~liens weand ~~had~~engage ~~been~~in ~~amortizing~~certain ~~over~~sale ~~the~~and ~~expected~~leaseback ~~life~~transactions. In connection with the issuance of the ~~borrowing~~Notes, we paid $16.6 million of debt issuance costs.

InOn ~~the~~February ~~first~~3, ~~quarter~~2026, upon completion of ~~2022~~the Business Combination, we$1,450 million, ~~also~~together ~~voluntarily~~with ~~redeemed~~certain ainterest, ~~portion~~was ofreleased from escrow, and was used, together with borrowings under our ~~6.25%~~Tranche ~~Notes~~C ~~due~~Term ~~2026.~~Facility ~~This~~and ~~resulted~~cash inon hand, to (a) ~~principal~~pay ~~payment~~the ofcash ~~$220.0 million~~consideration payable in connection with the Business Combination and ~~$0.2 million~~related fees and expenses and (b) repay in ~~accrued~~full ~~interest~~all outstanding borrowings under the credit facilities of Dowlais and to pay related fees, expenses and premiums, after which all the credit facilities of Dowlais were terminated. We ~~also~~intend ~~expensed~~to ~~approximately~~use ~~$1.8 million~~any ~~for~~remaining proceeds of the ~~write-off~~Notes ofto fund a ~~portion~~change in control offer for certain outstanding notes of ~~the~~Dowlais, ~~unamortized~~or ~~debt~~for ~~issuance~~general ~~costs~~corporate ~~that~~purposes, wewhich ~~had~~may ~~been~~include, ~~amortizing~~among ~~over~~other ~~the~~things, ~~expected~~repayment ~~life~~of other outstanding indebtedness. The 6.375% Notes are secured by a first priority security interest in substantially all of the ~~borrowing~~assets of AAM, Inc., Dauch and ~~approximately~~Dauch's $3wholly owned domestic subsidiaries (other than AAM, Inc.~~4 million~~) ~~for~~that guarantee the ~~payment~~Senior ofSecured anCredit ~~early~~Facilities, ~~redemption~~subject ~~premium~~to certain thresholds, exceptions and permitted liens.

~~NON-U.S.~~On ~~CREDIT~~January ~~FACILITIES We~~29, ~~utilize~~2025, ~~local~~in ~~currency~~connection ~~credit~~with ~~facilities~~the toannouncement ~~finance~~of the ~~operations~~Business ofCombination, ~~certain~~we ~~non-U.S.~~entered ~~subsidiaries.~~into ~~These~~a credit ~~facilities~~agreement (the Backstop Credit Agreement), ~~some~~the ofFirst ~~which~~Lien ~~are~~Bridge ~~guaranteed~~Credit byAgreement ~~Holdings~~(the First Lien Bridge Facility), and~~/or~~ ~~AAM~~the Second Lien Bridge Credit Agreement (the Second Lien Bridge Facility and together with the First Lien Bridge Facility, ~~Inc~~the Bridge Facilities)., ~~expire~~Following atour ~~various~~entry ~~dates~~into ~~through~~the ~~September~~Second ~~2028~~Amendment, the Backstop Credit Agreement was terminated. AtAdditionally, ~~December~~in 31connection with entry into the Second Amendment on February 24, ~~2024~~2025, ~~$27.6~~we ~~million~~entered ~~was~~into ~~outstanding~~the ~~under~~Amended ~~our~~and ~~non-U.S.~~Restated ~~credit~~First ~~facilities~~Lien ~~and~~Bridge anCredit ~~additional~~Agreement ~~$78.2~~(the ~~million~~Amended ~~was~~and ~~available.~~Restated AtFirst ~~December~~Lien 31Bridge Facility), ~~2023~~and the Amended and Restated Second Lien Bridge Credit Agreement (the Amended and Restated Second Lien Bridge Facility, ~~$51.8~~and ~~million~~together ~~was~~with ~~outstanding~~the ~~under~~Amended ~~these~~and ~~facilities~~Restated First Lien Bridge Facility, the Amended and anRestated ~~additional~~Bridge ~~$84~~Facilities).7 ~~million~~Following ~~was~~the ~~available~~issuance of the Notes on October 3, 2025, the Amended and Restated Bridge Facilities were terminated.

6865

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~FINANCING~~REDEMPTION ~~RELATED~~OF TO6.25% ~~THE~~NOTES ~~PENDING~~DUE ~~COMBINATION~~2026 During ~~WITH DOWLAIS In connection with~~ the ~~Business~~year ~~Combination,~~ended ~~Holdings~~December ~~and AAM~~31, ~~Inc.~~2024, ~~entered~~we ~~into~~voluntarily aredeemed ~~credit agreement (the Backstop Credit Agreement) pursuant to which, subject to the terms~~ and ~~conditions~~repurchased ~~set forth therein,~~ the ~~lenders~~remaining ~~party~~portion ~~thereto~~of ~~agreed~~our tothen-outstanding ~~provide AAM, Inc~~6.25% ~~with:~~Notes ~~(i)~~due ~~$484~~2026.~~25 million~~ inThis ~~Tranche~~resulted Ain ~~Term~~principal ~~Loans;~~payments ~~(ii)~~totaling $~~1,491~~127.06 million ~~in Tranche B Term Loans;~~ and ~~(iii)~~ $~~1,250~~2.02 million in ~~revolving~~accrued ~~loans~~interest. ~~Additionally,~~We ~~and~~also inexpensed ~~connection~~approximately with the Business Combination, on January 29, 2025, Holdings and AAM, Inc. entered into: (i) a First Lien Bridge Credit Agreement pursuant to which the lenders party thereto have agreed to provide AAM, Inc. with a $~~843.~~0 ~~million interim loan facility (the First Lien Bridge Facility); and (ii) a Second Lien Bridge Credit Agreement pursuant to which the lenders party thereto have agreed to provide AAM, Inc~~. ~~with a $500.0~~4 million ~~interim~~for ~~loan facility (~~the ~~Second~~write-off ~~Lien Bridge Facility and together with the First Lien Bridge Facility, the Bridge Facilities). The proceeds~~ of ~~the~~a ~~commitments~~portion ~~provided under the Backstop Credit Agreement and Bridge Facilities, or~~ of ~~other permanent financing that replaces such facilities, which may include~~ the ~~issuance~~unamortized of debt ~~securities~~issuance ~~and/or~~costs ~~one~~that orwe ~~more~~had ~~senior~~been ~~term~~amortizing ~~loan~~over ~~facilities, will be used, among other things, to finance~~ the ~~cash~~expected ~~consideration~~life ~~payable~~of ~~to Dowlais shareholders pursuant to~~ the Business Combination and expenses payable in connection with the Business Combination (including debt refinancing costs) and to refinance borrowings under the Amended and Restated Credit Agreement in fullborrowing.

2025	$	52.0
2026	62.3
2027	900.0
2028	411.2
2029	1,234.4
Thereafter	—
Total	$	2,659.9

~~INTEREST~~NON-U.S. ~~EXPENSE~~CREDIT ~~AND~~FACILITIES We ~~INTEREST~~utilize ~~INCOME Interest~~local ~~expense~~currency credit facilities to finance the operations of certain non-U.S. subsidiaries. These credit facilities, some of which are guaranteed by Dauch and/or AAM, Inc., expire at various dates through September 2028. At December 31, 2025, $10.7 million was outstanding under our non-U.S. credit facilities and an additional $~~186~~99.02 million inwas available. At December 31, 2024, $~~201~~27.76 million inwas ~~2023~~outstanding under these facilities and an additional $~~174~~78.52 million inwas ~~2022~~available.

DEBT MATURITIES Aggregate maturities of long-term debt are as follows (in millions):

We capitalized interest of $10.7 million in 2024, $8.0 million in 2023 and $6.6 million in 2022. The weighted-average interest rate of our long-term debt outstanding at December 31, 2024 was 6.5%, as compared to 7.1% and 6.6% at December 31, 2023 and December 31, 2022, respectively.


2026	$	10.4
2027	26.4
2028	285.8
2029	1,267.8
2030	402.6
Thereafter	2,100.0
Total	$	4,093.0

INTEREST EXPENSE AND INTEREST INCOME Interest ~~income~~expense was $28201.1 million in ~~2024~~2025, $26186.20 million in ~~2023~~2024 and $17201.07 million in ~~2022~~2023. ~~Interest income primarily includes interest earned on cash and cash equivalents and the deferred payment obligation associated with the sale of our former Casting segment.~~

69We capitalized interest of $10.7 million in both 2025 and 2024 and $8.0 million in 2023. The weighted-average interest rate of our long-term debt outstanding at December 31, 2025 was 6.8%, as compared to 6.5% and 7.1% at December 31, 2024 and December 31, 2023, respectively.

~~AMERICAN~~Interest ~~AXLE~~income &was ~~MANUFACTURING~~$39.8 ~~HOLDINGS~~million in 2025, ~~INC~~$28.1 million in 2024 and $26.2 million in 2023. Interest income primarily includes interest earned on cash and cash equivalents, restricted cash and the deferred payment obligation associated with the sale of our former Casting segment.

DAUCH CORPORATION

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. As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, we had currency forward contracts outstanding with a total notional amount of $~~228~~216.12 million and $~~206~~228.91 million, respectively, that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses into the ~~third~~second quarter of ~~2027~~2028 and the purchase of certain ~~direct and indirect inventory and other~~ working capital items into the ~~fourth~~second quarter of ~~2025~~2026.

In January 2025, in connection with the Business Combination, we entered into a foreign currency forward ~~contract~~(the ~~with~~Business aCombination ~~notional~~Derivative) ~~value of £571.0 million~~ to ~~fix~~reduce the ~~U.S.~~variability ~~dollar~~in ~~equivalent associated with the~~ cash ~~consideration~~flows ~~that~~as isa ~~expected~~result toof befluctuations ~~payable~~in to the ~~Dowlais~~foreign ~~shareholders~~currency ~~upon~~exchange ~~closing~~rate ofbetween the ~~Business~~U.S. ~~Combination~~dollar and pound sterling. This foreign currency forward contract iswas non-designated and ~~will be~~ recognized at fair value each reporting period upthrough ~~to, and including,~~ the closing of the Business Combination with changes in fair value recognized in ~~foreign exchange gains and losses in~~ Other income (expense), net in our Consolidated Statement of Operations. At December 31, 2025, we had a notional amount outstanding under the Business Combination Derivative of £571.0 million, which was equivalent to $769.2 million. Upon the closing of the Business Combination on February 3, 2026, the Business Combination Derivative was settled and we received net cash proceeds of approximately $65 million.

FIXED-TO-FIXED CROSS-CURRENCY SWAP In ~~2022~~the second quarter of 2024, we ~~discontinued~~entered aninto ~~existing~~a fixed-to-fixed cross-currency swap, ~~which~~that ~~was~~is indesignated anas ~~asset~~a ~~position~~fair ofvalue $9hedge.~~7 million~~ onThe fixed-to-fixed cross-currency swap reduces the ~~date~~variability ~~that~~of itfunctional ~~was~~currency ~~discontinued.~~equivalent ~~Also~~cash flows associated with changes in ~~2022~~exchange rates on certain Euro-based intercompany loans. At December 31, we2025 ~~entered~~and ~~into~~December 31, 2024, we had a ~~new~~notional amount outstanding under the fixed-to-fixed cross-currency swap of €175.0 million, which was equivalent to ~~reduce~~$205.5 ~~the~~million ~~variability~~and of$181.2 ~~functional~~million, respectively. The fixed-to-fixed cross-currency ~~equivalent~~swap ~~cash~~hedges ~~flows~~our ~~associated~~exposure ~~with~~to changes in exchange rates on ~~certain~~the ~~Euro-based~~ intercompany loans through the second quarter of 2027.

VARIABLE-TO-FIXED INTEREST RATE SWAP In the ~~second~~third quarter of ~~2024~~2023, we ~~discontinued~~entered ~~our~~into ~~existing~~a ~~€200.0 million fixed~~variable-to-fixed ~~cross-currency~~interest rate swap ~~that~~to ~~was~~reduce ~~designated~~the asvariability aof cash ~~flow~~flows ~~hedge~~associated ~~and~~with ~~entered~~interest ~~into~~payments aon ~~new~~our ~~fixed~~variable rate debt. In the fourth quarter of 2025, we discontinued the variable-to-fixed ~~cross-currency~~interest rate swap. ~~that~~Also, isin ~~designated~~the asfourth aquarter ~~fair~~of ~~value~~2025, ~~hedge.~~we ~~The~~entered ~~fixed~~into a new variable-to-fixed ~~cross-currency~~interest rate swap ~~reduces~~to reduce the variability of ~~functional currency equivalent~~ cash flows associated with ~~changes~~interest inpayments ~~exchange rates~~ on ~~certain~~our ~~Euro-based~~variable ~~intercompany~~rate ~~loans~~debt. AtAs of December 31, ~~2024~~2025, we ~~had~~have a$700.0 million notional amount ~~outstanding~~hedged ~~under~~in ~~the~~relation ~~fixed~~to our variable-to-fixed ~~cross-currency~~interest rate swap into the second quarter of ~~€175.0 million~~2026, which ~~was~~subsequently ~~equivalent~~increases to $~~181~~1.20 billion ~~million.~~through ~~The~~the ~~fixed-to-fixed~~fourth ~~cross-currency~~quarter ~~swap~~of ~~hedges~~2028, ~~our~~and ~~exposure~~decreases thereafter to ~~changes~~$900.0 million inthrough ~~exchange~~the ~~rates~~fourth onquarter ~~the~~of ~~intercompany~~2030 ~~loans~~and to $500.0 million through the ~~second~~fourth quarter of ~~2027~~2031.

VARIABLE-TO-FIXED INTEREST RATE SWAP In 2022, we discontinued an existing variable-to-fixed interest rate swap, which was in an asset position of $6.1 million on the date that it was discontinued. In 2022, and in the first quarter of 2023, we entered into new variable-to-fixed interest rate swaps to reduce the variability of cash flows associated with interest payments on our variable rate debt. In the third quarter of 2023, we discontinued these variable-to-fixed interest rate swaps, which were in an asset position of $27.2 million on the date that they were discontinued.

Also in the third quarter of 2023, we entered into new variable-to-fixed interest rate swaps to reduce the variability of cash flows associated with interest payments on our variable rate debt. As of December 31, 2024, we have $700.0 million notional amount hedged in relation to our variable-to-fixed interest rate swap into the third quarter of 2027, $200.0 million of which continues into the fourth quarter of 2029.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the reclassification of pre-tax derivative gains and losses into net income (loss) from accumulated other comprehensive income (loss) for those derivative instruments designated as cash flow and fair value hedges under ASC 815 - Derivatives and Hedging:

	Location of Gain (Loss) Reclassified into Net Income (Loss)	Gain (Loss) Reclassified During the Twelve Months Ended December 31,						Total of Financial Statement Line Item		Gain (Loss) Expected to be Reclassified During the Next 12 Months
		2024		2023		2022		2024
		2025		2024		2023		2025
		(in millions)
Currency forward contracts	Cost of Goods Sold	$	11(2.93)	$	1911.9	$	619.59	$	5,~~383~~132.52	$	~~(13~~9.7)0
Fixed-to-fixed cross-currency swap	Other Income (Expense), net	13(24.23)		(613.6)2		13(6.76)		~~(20~~3.0)8		—
Variable-to-fixed interest rate swap	Interest Expense	21.54		32.65		23.76		(~~186~~201.01)		4.(1.2)

See Note 7 - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) for amounts recognized in Accumulated other comprehensive income (loss) during the years ended December 31, 2024, December 31, 2023 and December 31, 2022.67

DAUCH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the amount and location of gains and 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
		2024		2023		2022		2024
		2025		2024		2023		2025
		(in millions)
Currency forward contracts	Other Income (Expense), Net	$	(5.0)2	$	4(5.70)	$	24.57	$	~~(20~~3.0)8
Currency forward contracts	Gain on Business Combination Derivative	52.9		—		—		52.9

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 4244% of our consolidated net sales in ~~2024~~2025, 3942% in ~~2023~~2024, and 4039% in ~~2022~~2023. Accounts and other receivables due from GM were $~~334~~332.23 million at year-end ~~2024~~2025 and $~~305~~334.72 million at year-end ~~2023~~2024. Sales to ~~Stellantis~~Ford ~~N.V.~~Motor Company (~~Stellantis~~Ford), were approximately 1315% of our consolidated net sales in ~~2024~~2025, 1613% in ~~2023~~2024 and 1812% in ~~2022~~2023. Accounts and other receivables due from ~~Stellantis~~Ford were $97117.2 9 million at year-end ~~2024~~2025 and $~~108~~95.15 million at year- end ~~2023~~2024. Sales to ~~Ford~~Stellantis ~~Motor~~N.V. ~~Company~~ (~~Ford~~Stellantis), were approximately 13% of our consolidated net sales in both 2025 and 2024, and 1216% in 2023 ~~and 2022~~. Accounts and other receivables due from ~~Ford~~Stellantis were $95107.5 3 million at year-end ~~2024~~2025 and $~~118~~97.12 million at year -end ~~2023~~2024. 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 $~~120~~125.43 million as of December 31, ~~2024~~2025 and $120.04 million as of December 31, ~~2023~~2024. See Note 8 - 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.

7168

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. FAIR VALUE

ASC 820 - Fair Value Measurement 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 carrying value 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:

Fair Value

December 31, 2024

December 31, 2023

Input

December 31, 2025

December 31, 2024

Input

(in millions)

Balance Sheet Classification

Cash equivalents

~~257~~183.31

~~328~~257.3

Level 1

Prepaid expenses and other

Cash flow hedges - currency forward contracts

19.20

151.92

Level 2

Nondesignated - currency forward contracts

—

0.8

Level 2

Cash flow hedges - variable-to-fixed interest rate swap

0.1

—

Level 2

Nondesignated - currency forward contracts

53.7

—

Level 2

Other assets and deferred charges

Cash flow hedges - currency forward contracts

—4.9

~~5.4~~—

Level 2

Fair value hedges - fixed-to-fixed cross-currency swap

~~0.9~~—

—0.9

Level 2

Investment in equity securities

—

0.8

Level 1

Cash flow hedges - variable-to-fixed interest rate swap

0.7

—

Level 2

Accrued expenses and other

Cash flow hedges - currency forward contracts

~~14.9~~—

—14.9

Level 2

Cash flow hedges - fixed-to-fixed cross-currency swap

—

9.4

Level 2

Cash flow hedges - variable-to-fixed interest rate swap

—

2.2

Level 2

Cash flow hedges - variable-to-fixed interest rate swap

2.2

5.0

Level 2

Nondesignated - currency forward contracts

—

1.6

Level 2

Nondesignated - currency forward contracts

1.6

—

Level 2

Postretirement benefits and other long-term liabilities

Cash flow hedges - currency forward contracts

~~7.3~~—

—7.3

Level 2

Cash flow hedges - variable-to-fixed interest rate swap

5.0

16.5

Level 2

Fair value hedges - fixed-to-fixed cross-currency swap

21.5

—

Level 2

Cash flow hedges - variable-to-fixed interest rate swap

—

5.0

Level 2

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 non-U.S. credit facilities approximate their fair value due to the frequent resetting of the interest rates.~~

We had previously invested in the equity securities of REE Automotive, which were measured at fair value each reporting period, with changes in fair value reported as a gain or loss within Other income (expense), net in our Consolidated Statements of Operations. During 2024, we sold all of our remaining equity securities of REE Automotive. 69

72DAUCH CORPORATION

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We estimated the fair value of the amounts outstanding on our debt, using available market information and other observable data, to be as follows:

	December 31, 2024				December 31, 2023
	December 31, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Input
	(in millions)
Revolving Credit Facility	$	—	$	—	$	—	$	—	Level 2
Term Loan A Facility	484.3		486.17		484.3		~~483~~486.61		Level 2
Term Loan B Facility	648.0		~~652~~649.96		648.0		~~649~~652.69		Level 2
6.875% Notes due 2028	400.0		395.0		400.0		387.0		Level 2
7.75% Notes due 2033	1,250.0		1,268.8		—		—		Level 2
6.50% Notes due 2027	500.0		493.5		500.0		501.9		Level 2
6.875% Notes due 2028	250.0		249.8		400.0		395.0		Level 2
6.25% Notes due 2026	—		—		127.6		126.3		Level 2
6.50% Notes due 2027	—		—		500.0		493.5		Level 2
5.00% Notes due 2029	600.0		544.5		600.0		529.5		Level 2
6.375% Notes due 2032	850.0		850.3		—		—		Level 2
5.00% Notes due 2029	600.0		576.0		600.0		544.5		Level 2

Investments in our defined benefit pension plans are stated at fair value. See Note 8 - Employee Benefit Plans for additional fair value disclosures of our pension plan assets.

7370

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Reclassification adjustments and other activity impacting accumulated other comprehensive income (loss) (AOCI) during the years ended December 31, 2025, December 31, 2024 and December 31, 2023 are as follows (in millions):

		Defined Benefit Plans			Foreign Currency Translation Adjustments		Unrecognized Gain (Loss) on Hedges			Total
Balance at January 1, 2022		$	(241.9)		$	(111.3)	$	(11.6)		$	(364.8)
Balance at January 1, 2023		$	(146.9)		$	(149.7)	$	21.2		$	(275.4)
Other comprehensive income (loss) before reclassifications		119.5			(38.4)		62.2			143.3
Income tax effect of other comprehensive income (loss) before reclassifications		(30.2)			—		(9.9)			(40.1)
Amounts reclassified from accumulated other comprehensive loss into net income		7.3		(a)	—		(22.9)		(b)	(15.6)
Income taxes reclassified into net income		(1.6)			—		3.4			1.8
Net current period other comprehensive income (loss)		95.0			(38.4)		32.8			89.4
Balance at December 31, 2022		$	(146.9)		$	(149.7)	$	21.2		$	(275.4)
Other comprehensive income before reclassifications		5.5			7.4		18.5			31.4
Income tax effect of other comprehensive income before reclassifications		(1.8)			—		2.4			0.6
Amounts reclassified from accumulated other comprehensive income (loss) into net loss		(3.5)		(a)	—		(16.9)		(b)	(20.4)
Income taxes reclassified into net loss		1.4			—		(0.5)			0.9
Net current period other comprehensive income		1.6			7.4		3.5			12.5
Balance at December 31, 2023		$	(145.3)		$	(142.3)	$	24.7		$	(262.9)
Other comprehensive loss before reclassifications		(11.2)			(44.7)		(9.5)			(65.4)
Income tax effect of other comprehensive loss before reclassifications		1.9			—		2.0			3.9
Amounts reclassified from accumulated other comprehensive income (loss) into net income		(3.5)		(a)	—		(27.6)		(b)	(31.1)
Income taxes reclassified into net income		0.9			—		2.4			3.3
Net current period other comprehensive loss		(11.9)			(44.7)		(32.7)			(89.3)
Balance at December 31, 2024		$	(157.2)		$	(187.0)	$	(8.0)		$	(352.2)
(a)	These amounts were reclassified from AOCI to Other income (expense), net for the year ended December 31, 2024, the year ended December 31, 2023 and the year ended December 31, 2022.
Other comprehensive income (loss) before reclassifications		(8.1)			38.0		(3.6)			26.3
(b)	The amounts reclassified from AOCI included $(11.9) million in Cost of goods sold (COGS), $(2.5) million in interest expense and $(13.2) million in other income (expense), net for the year ended December 31, 2024, $(19.9) million in COGS, $(3.6) million in interest expense and $6.6 million in other income (expense), net for the year ended December 31, 2023 and $(6.5) million in COGS, $(2.7) million in interest expense and $(13.7) million in other income (expense), net for the year ended December 31, 2022.
Income tax effect of other comprehensive income (loss) before reclassifications		1.7			—		0.8			2.5
Amounts reclassified from accumulated other comprehensive income (loss) into net loss		(1.4)		(a)	39.2		25.2		(b)	63.0
Income taxes reclassified into net loss		0.7			—		(6.4)			(5.7)
Net current period other comprehensive income (loss)		(7.1)			77.2		16.0			86.1
Balance at December 31, 2025		$	(164.3)		$	(109.8)	$	8.0		$	(266.1)
(a)	These amounts were reclassified from AOCI to Other income (expense), net for the year ended December 31, 2025, the year ended December 31, 2024 and the year ended December 31, 2023.
(b)	The amounts reclassified from AOCI included $2.3 million in Cost of goods sold (COGS), $(1.4) million in interest expense and $24.3 million in other income (expense), net for the year ended December 31, 2025, $(11.9) million in COGS, $(2.5) million in interest expense and $(13.2) million in other income (expense), net for the year ended December 31, 2024 and $(19.9) million in COGS, $(3.6) million in interest expense and $6.6 million in other income (expense), net for the year ended December 31, 2023.

7471

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. 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, ~~2024~~2025 and ~~2023~~2024. 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 discount rates for the non-U.S. plans 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												OPEB
	2024				2023				2022				2024		2023		2022
	2025				2024				2023				2025		2024		2023
	U.S.		Non-U.S.		U.S.		Non-U.S.		U.S.		Non-U.S.
Discount rate	5.6535	%	45.9515	%	5.1565	%	4.5095	%	5.5015	%	4.4050	%	5.7045	%	5.1570	%	5.5015	%
Expected return on plan assets	6.75	%	5.80	%	6.75	%	45.9080	%	6.75	%	4.0090	%	N/A		N/A		N/A
Rate of compensation increase	N/A		~~3.30~~N/A	%	N/A		3.30	%	N/A		3.2530	%	~~4.00~~—	%	4.00	%	4.00	%

The accumulated benefit obligation for all defined benefit pension plans was $459.36 million and $~~486~~459.93 million at December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. As of December 31, ~~2024~~2025, the accumulated benefit obligation for our underfunded defined benefit pension plans was $~~383~~379.52 million, the projected benefit obligation was $~~383~~379.52 million and the fair value of assets for these plans was $~~298~~299.23 million.

Certain eligible retirees under our OPEB plans have past service with both ~~AAM~~the Company and GM. ~~AAM~~The Company and GM share proportionally in the cost of OPEB for these retirees based on the length of service an employee had with ~~AAM~~the Company and GM. We have included in our OPEB obligation the amounts expected to be received from GM pursuant to this agreement of $~~120~~125.43 million and $120.04 million at December 31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. We have also recorded a corresponding asset for these amounts on our Consolidated Balance Sheet, $89.73 million that is classified as a current asset and $~~111~~116.70 million that is classified as a noncurrent asset as of December 31, ~~2024~~2025.

7572

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

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				OPEB
	December 31,				December 31,
	2024		2023		2024		2023
	2025		2024		2025		2024
	(in millions)
Change in benefit obligation
Benefit obligation at beginning of year	$	~~486~~459.93	$	~~482~~486.49	$	~~287~~285.83	$	~~329~~287.68
Service cost	1.0.3		1.10		0.21		0.2
Interest cost	2324.2		2423.42		89.41		108.14
Plan amendments	—		~~(0.6)~~—		~~(1.9)~~—		—(1.9)
Actuarial loss (gain)	(120.62)		6(12.76)		(08.9)6		(210.49)
Change in GM portion of OPEB obligation	—		—		0.4.8		~~(18~~0.2)4
Participant contributions	~~0.1~~—		0.21		—		—
Curtailments	—		(0.5)		—		—
Benefit payments	(35.4)		(35.5)		(10.1)		(8.7)
Settlements	—		(6.1)		—		—
Currency fluctuations	11.4		(3.8)		—		—
Benefit payments	(35.5)		(27.5)		(8.7)		(12.5)
Net change	0.3		(27.6)		12.5		(2.5)
Currency fluctuations	(3.8)		6.8		—		—
Benefit obligation at end of year	$	459.6	$	459.3	$	297.8	$	285.3
Net change	(27.6)		4.5		(2.5)		(41.8)
Benefit obligation at end of year	$	459.3	$	486.9	$	285.3	$	287.8
Change in plan assets
Fair value of plan assets at beginning of year	$	~~408~~376.15	$	~~406~~408.91	$	—	$	—
Actual return on plan assets	126.92		191.09		—		—
Employer contributions	4.5.6		94.25		810.71		128.57
Participant contributions	~~0.1~~—		0.21		—		—
Benefit payments	(35.54)		(2735.5)		(810.71)		(128.57)
Settlements	—		(6.1)		—		—
Currency fluctuations	8.8		(2.6)		—		—
Currency fluctuations	(2.6)		6.4		—		—
Net change	5.2		(31.6)		—		—
Net change	(31.6)		1.2		—		—
Fair value of plan assets at end of year	$	381.7	$	376.5	$	—	$	—
Fair value of plan assets at end of year	$	376.5	$	408.1	$	—	$	—

Amounts recognized in our Consolidated Balance Sheets are as follows:

	Pension Benefits				OPEB
	December 31,				December 31,
	2024		2023		2024		2023
	2025		2024		2025		2024
	(in millions)
Noncurrent assets	$	21.59	$	12.75	$	—	$	—
Current liabilities	(710.01)		(57.80)		(2021.02)		(1820.90)
Noncurrent liabilities	(7869.37)		(7478.73)		(~~265~~276.36)		(~~268~~265.93)
Net liability	$	(8277.89)	$	(7882.8)	$	(~~285~~297.38)	$	(~~287~~285.83)

7673

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

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, ~~2024~~2025 and ~~2023~~2024, consists of:

	Pension Benefits				OPEB
	December 31,				December 31,
	2024		2023		2024		2023
	2025		2024		2025		2024
	(in millions)
Net actuarial gain (loss)	$	(~~219~~210.52)	$	(~~212~~219.25)	$	~~136~~118.9	$	~~146~~136.09
Net prior service credit	0.32		0.3		21.25		02.72
Total amounts recorded	$	(~~219~~210.20)	$	(~~211~~219.92)	$	~~139~~120.14	$	~~146~~139.71

The ~~increase~~decrease in net actuarial loss for pension benefits was primarily attributable to the impact of the actual return on pension assets in 2024 as compared to our assumption for expected return on pension assets, partially offset by increased discount rates used in the valuation at December 31, ~~2024,~~2025 aswas ~~compared~~primarily attributable to ~~prior year, and~~ the impact of amortization of prior actuarial losses. The decrease in net actuarial gain for OPEB benefits was primarily attributable to a decrease in the discount rate and the impact of amortization of prior actuarial gains.

The components of net periodic benefit cost (credit) are as follows:

	Pension Benefits						OPEB
	December 31,						December 31,
	2024		2023		2022		2024		2023		2022
	2025		2024		2023		2025		2024		2023
	(in millions)
Service cost	$	1.0.3	$	1.10	$	1.71	$	0.21	$	0.2	$	0.32
Interest cost	2324.2		2423.42		1624.54		89.41		108.14		810.41
Expected asset return	(2826.70)		(2928.37)		(3129.03)		—		—		—
Amortized actuarial loss (gain)	68.98		46.19		74.61		(109.05)		(810.50)		0(8.5)
Amortized prior service cost (credit)	—		~~0.1~~—		0.1		(0.57)		(0.5)		(0.95)
Curtailment charge	—		~~1.2~~—		—1.2		—		—		—
Settlement charge	—		~~0.1~~—		—0.1		—		—		—
Net periodic benefit cost (credit)	$	27.43	$	12.74	$	~~(5.~~1).7	$	(1.90)	$	(1.39)	$	81.3

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 67.8000% was assumed for ~~2025~~2026. The rate was assumed to decrease gradually to 5.00% by ~~2034~~2036 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: $5457.18 million in ~~2025~~2026; $5551.08 million in ~~2026~~2027; $51.26 million in ~~2027~~2028; $5155.29 million in ~~2028~~2029; $5452.29 million in ~~2029~~2030 and $~~235~~245.67 million for ~~2030~~2031 through ~~2034~~2035. These amounts were estimated using the same assumptions that were used to measure our ~~2024~~2025 year-end pension and OPEB obligations and include an estimate of future employee service.

7774

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contributions We contributed $12.78 million to our pension trusts in ~~2024~~2025. 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 ~~2025~~2026 to be approximately $12.15 million. We expect our cash payments, net of GM cost sharing, for OPEB to be approximately $1112.63 million in ~~2025~~2026. These expected future payment amounts are on a Company stand-alone basis and do not include expected future payments for Dowlais' plans.

Pension plan assets The weighted-average asset allocations of our pension plan assets at December 31, ~~2024~~2025 and ~~2023~~2024 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.					Non-U.S.
					Target					Target
	2024		2023		Allocation	2024		2023		Allocation
	2025		2024		Allocation	2025		2024		Allocation
Equity securities	2526.80	%	2325.8	%	25% - 35%	15.15	%	1715.81	%	1510% - 2520%
Fixed income securities	67.31		6967.3		60% - 70%	6269.28		6162.72		6065% - 7075%
Alternative assets	56.70		5.67		0% - 10%	1810.13		1518.41		5% - 15%
Cash	10.29		1.32		0% - 5%	4.64		54.16		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.

7875

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

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, 2025
Asset Categories	Level 1		Level 2		Level 3		Total
	(in millions)
Cash and Cash Equivalents	$	5.9	$	1.5	$	—	$	7.4
Equity
U.S. Large Cap	39.9		0.8		—		40.7
U.S. Small/Mid Cap	16.5		—		—		16.5
World Equity	29.8		0.4		—		30.2
Fixed Income Securities
Government & Agencies	41.4		59.9		—		101.3
Corporate Bonds - Investment Grade	134.2		0.8		—		135.0
Corporate Bonds - Non-investment Grade	10.0		0.1		—		10.1
Emerging Market Debt	9.6		0.1		—		9.7
Other	1.0		2.1		—		3.1
Other
Property Funds (a)	—		—		—		20.6
Other (a)	—		—		—		7.1
Total Plan Assets	$	288.3	$	65.7	$	—	$	381.7
December 31, 2024
Asset Categories	Level 1		Level 2		Level 3		Total
	(in millions)
Cash and Cash Equivalents	$	7.4	$	0.6	$	—	$	8.0
Equity
U.S. Large Cap	28.8		1.3		—		30.1
U.S. Small/Mid Cap	22.4		—		—		22.4
World Equity	32.7		0.7		—		33.4
Fixed Income Securities
Government & Agencies	48.2		30.6		—		78.8
Corporate Bonds - Investment Grade	146.7		0.4		—		147.1
Corporate Bonds - Non-investment Grade	9.5		0.1		—		9.6
Emerging Market Debt	7.8		0.2		—		8.0
Other	1.8		2.7		—		4.5
Other
Property Funds (a)	—		—		—		20.9
Other (a)	—		—		—		13.7
Total Plan Assets	$	305.3	$	36.6	$	—	$	376.5
December 31, 2023
Asset Categories	Level 1		Level 2		Level 3		Total
	(in millions)
Cash and Cash Equivalents	$	8.5	$	1.3	$	—	$	9.8
Equity
U.S. Large Cap	37.2		2.2		—		39.4
U.S. Small/Mid Cap	11.5		—		—		11.5
World Equity	36.2		3.0		—		39.2
Fixed Income Securities
Government & Agencies	60.3		37.6		—		97.9
Corporate Bonds - Investment Grade	150.2		0.9		—		151.1
Corporate Bonds - Non-investment Grade	10.3		0.4		—		10.7
Emerging Market Debt	10.6		—		—		10.6
Other	2.5		1.0		—		3.5
Other
Property Funds (a)	—		—		—		22.6
Other (a)	—		—		—		11.8
Total Plan Assets	$	327.3	$	46.4	$	—	$	408.1

(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.

7976

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

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 $910.62 million in ~~2024~~2025, $9.46 million in ~~2023~~2024 and $89.64 million in ~~2022~~2023. Certain U.S. associates are eligible annually to receive an additional ~~AAM~~retirement ~~Retirement~~contribution ~~Contribution (ARC)~~ benefit between 3% to 5% of eligible salary, depending on years of service. WeThese ~~made~~retirement ~~ARC~~ contributions oftotaled $10.34 million, $910.93 million and $9.09 million in ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

8077

~~AMERICAN~~DAUCH ~~AXLE & MANUFACTURING HOLDINGS, INC.~~ CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. STOCK-BASED COMPENSATION AND OTHER INCENTIVE COMPENSATION

STOCK-BASED COMPENSATION

At December 31, ~~2024~~2025, we had stock-based awards outstanding under stock compensati

Filing Compare · Dauch Corp