AAM Reports Second Quarter 2019 Financial Results

DETROIT, Aug. 2, 2019 /PRNewswire/ -- American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL) today reported its financial results for the second quarter 2019 and updated its full year financial outlook.

Second Quarter 2019 Results

    --  Sales of $1.70 billion
    --  Net income attributable to AAM of $52.5 million, or 3.1% of sales
    --  Adjusted EBITDA of $266.0 million, or 15.6% of sales
    --  Diluted earnings per share of $0.45; Adjusted earnings per share of
        $0.55
    --  Net cash provided by operating activities of $217.1 million; Adjusted
        free cash flow of $119.3 million

"In the second quarter of 2019, AAM continued to improve its operational performance with sequential quarterly margin increases and strong free cash flow generation. However, we exited the second quarter with softer sales than anticipated and we expect this to continue to impact us in the second half of 2019," said AAM's Chairman and Chief Executive Officer, David C. Dauch. "As we look towards the second half of 2019, we are focused on efficiently operating our business and adapting to the changing market demand."

AAM's sales in the second quarter of 2019 were $1.70 billion as compared to $1.90 billion in the second quarter of 2018.

AAM's net income in the second quarter of 2019 was $52.5 million, or $0.45 per share, as compared to $151.1 million, or $1.30 per share in the second quarter of 2018.

AAM defines Adjusted earnings per share to be diluted earnings per share excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gain on sale of business, goodwill impairments and non-recurring items, including the tax effect thereon. Adjusted earnings per share in the second quarter of 2019 were $0.55 compared to $1.23 in the second quarter of 2018.

AAM defines EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gain on sale of business, goodwill impairments and non-recurring items. In the second quarter of 2019, Adjusted EBITDA was $266.0 million, or 15.6% of sales, as compared to $347.9 million, or 18.3% of sales, in the second quarter of 2018.

AAM's net cash provided by operating activities for the second quarter of 2019 was $217.1 million.

AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment. Adjusted free cash flow is defined as free cash flow excluding the impact of cash payments for restructuring and acquisition-related costs. AAM's Adjusted free cash flow for the second quarter of 2019 was $119.3 million.

AAM's 2019 Financial Outlook
AAM is experiencing lower metal market pass throughs and lower than projected global production volumes for certain programs we support including in Asia, primarily China, and global engine and transmission products. As a result, AAM has revised its full year 2019 financial targets as follows:

    --  AAM is targeting sales in the range of $6.9 - $7.0 billion in 2019.
    --  AAM is targeting Adjusted EBITDA in the range of $1.05 - $1.10 billion
        in 2019.
    --  AAM is targeting Adjusted free cash flow of approximately $250 million
        in 2019, including the reduction of estimated capital expenditures from
        approximately $515 million to approximately $485 million.

AAM's revised full year 2019 financial targets reflect:

    --  An estimate of production volumes for the remainder of 2019 based on
        internal and external sources and the current metal market environment
    --  A reduction in profitability primarily associated with lower sales and
        an increase in engineering, research and development expenditures to
        support our future e-AAM hybrid and electric driveline growth and
    --  Continued operational improvements in-line with previous commentary.

Second Quarter 2019 Conference Call Information
A conference call to review AAM's second quarter 2019 results is scheduled today at 10:00 a.m. ET. Interested participants may listen to the live conference call by logging onto AAM's investor web site at http://investor.aam.com or calling (877) 883-0383 from the United States or (412) 902-6506 from outside the United States with access code 7793867. A replay will be available one hour after the call is complete until August 9, 2019 by dialing (877) 344-7529 from the United States or (412) 317-0088 from outside the United States. When prompted, callers should enter replay access code 10132907.

Non-GAAP Financial Information
In addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) included within this press release, AAM has provided certain information, which includes non-GAAP financial measures such as Adjusted EBITDA, Adjusted earnings per share and Adjusted free cash flow. Such information is reconciled to its closest GAAP measure in accordance with Securities and Exchange Commission rules and is included in the attached supplemental data.

Certain of the forward-looking financial measures included in this earnings release are provided on a non-GAAP basis. A reconciliation of non-GAAP forward-looking financial measures to the most directly comparable forward-looking financial measures calculated and presented in accordance with GAAP has been provided. The amounts in these reconciliations are based on our current estimates and actual results may differ materially from these forward-looking estimates for many reasons, including potential event driven transactional and other non-core operating items and their related effects in any future period, the magnitude of which may be significant.

Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies.

Company Description
AAM (NYSE:AXL) delivers POWER that moves the world. As a leading global tier 1 automotive supplier, AAM designs, engineers and manufactures driveline, metal forming and casting technologies that are making the next generation of vehicles smarter, lighter, safer and more efficient. Headquartered in Detroit, AAM has over 25,000 associates operating at nearly 90 facilities in 17 countries to support our customers on global and regional platforms with a focus on quality, operational excellence and technology leadership. To learn more, visit aam.com.

Forward-Looking Statements
In this earnings release, 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: reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers; our ability to respond to changes in technology, increased competition or pricing pressures; our ability to develop and produce new products that reflect market demand; our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely and cost efficient basis; lower-than-anticipated market acceptance of new or existing products; our ability to attract new customers and programs for new products; 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; reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA); 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 NAFTA, or proposed trade agreements such as the USMCA, immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); a significant disruption in operations at one or more of our key manufacturing facilities; global economic conditions; 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; risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions; supply shortages or price increases in raw material and/or freight, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise; our ability to successfully integrate the business and information systems of MPG and to realize the anticipated benefits of the merger; negative or unexpected tax consequences; our ability to achieve the level of cost reductions required to sustain global cost competitiveness; our ability to realize the expected revenues from our new and incremental business backlog; our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages; our ability to maintain satisfactory labor relations and avoid work stoppages; price volatility in, or reduced availability of, fuel; potential liabilities or litigation relating to, or assumed in, the MPG merger; potential adverse reactions or changes to business relationships resulting from the completion of the merger with MPG; our ability to protect our intellectual property and successfully defend against assertions made against us; our ability to attract and retain key associates; 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; changes in liabilities arising from pension and other postretirement benefit obligations; risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our current and former facilities, or reputational damage; adverse changes in laws, government regulations or market conditions affecting our products or our customers' products; our ability or our customers' and suppliers' ability to comply with regulatory requirements and the potential costs of such compliance; 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.

For more information:
Investor Contact
Jason P. Parsons
Director, Investor Relations
(313) 758-2404
jason.parsons@aam.com

Media Contact
Christopher M. Son
Vice President, Marketing & Communications
(313) 758-4814
chris.son@aam.com

Or visit the AAM website at www.aam.com.


                                                                 
            
            AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                                                                 
            
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME


                                                                               
            
              (Unaudited)




                                                                               Three Months Ended                     
            
              Six Months Ended


                                                                  
            
            June 30,                              
            
              June 30,


                                                             2019                                      2018                      2019                            2018

                                                                                                                                                               ---

                                                                               
            
              (in millions, except per share data)





     Net sales                                                     $
           
             1,704.3                                         $
            1,900.9              $
        
         3,423.5  $
        3,759.3





     Cost of goods sold                                  1,456.0                                               1,569.5                                      2,953.0               3,111.6






     Gross profit                                          248.3                                                 331.4                                        470.5                 647.7





     Selling, general and administrative expenses           91.3                                                  95.0                                        182.0                 192.3





     Amortization of intangible assets                      24.9                                                  24.8                                         49.9                  49.7





     Restructuring and acquisition-related costs            12.2                                                  36.8                                         24.3                  55.1





     Gain on sale of business                                  -                                               (15.5)                                                           (15.5)






     Operating income                                      119.9                                                 190.3                                        214.3                 366.1





     Interest expense                                     (56.2)                                               (54.4)                                     (109.6)              (107.6)





     Investment income                                       0.5                                                   0.5                                          1.2                   1.0





     Other income (expense)



     Debt refinancing and redemption costs                 (2.4)                                                (4.3)                                       (2.4)               (14.6)



     Gain on settlement of capital lease                       -                                                 15.6                                                              15.6



         Other income (expense), net                       (3.1)                                                  5.6                                        (6.1)                  0.2






     Income before income taxes                             58.7                                                 153.3                                         97.4                 260.7





     Income tax expense                                      6.0                                                   2.0                                          3.0                  19.9






     Net income                                             52.7                                                 151.3                                         94.4                 240.8






     Net income attributable to noncontrolling interests   (0.2)                                                (0.2)                                       (0.3)                (0.3)






     Net income attributable to AAM                                   $
          
              52.5                                           $
            151.1                 $
       
          94.1    $
        240.5






     Diluted earnings per share                                       $
          
              0.45                                            $
            1.30                 $
       
          0.81     $
        2.08


                                                                                   
              
           AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                                                                                      
              
           CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                                                   
         
                (Unaudited)




                                                                                                                           June 30, 2019                              December 31,
                                                                                                                                                                           2018

                                                                                                                                                                               ---

                                                                                                                                                        (in millions)


                                                 
              
        
                  ASSETS

                                                              ---


     
                Current assets



     Cash and cash equivalents                                                                                                              $
          
          248.8                            $
       476.4



     Accounts receivable, net                                                                                                   1,138.0                                             966.5



     Inventories, net                                                                                                             459.9                                             459.7



     Prepaid expenses and other                                                                                                   130.0                                             127.2



     
                Total current assets                                                                                          1,976.7                                           2,029.8





     Property, plant and equipment, net                                                                                         2,544.4                                           2,514.4



     Deferred income taxes                                                                                                         51.9                                              45.5



     Goodwill                                                                                                                   1,140.9                                           1,141.8



     Other intangible assets, net                                                                                               1,063.1                                           1,111.1



     GM postretirement cost sharing asset                                                                                         224.1                                             219.4



     Other assets and deferred charges                                                                                            546.8                                             448.7



     
                Total assets                                                                                                            $
          
          7,547.9                          $
       7,510.7





                                  
              
                
          LIABILITIES AND STOCKHOLDERS' EQUITY

                                                              ---


     
                Current liabilities



     Current portion of long-term debt                                                                                                       $
          
          26.0                            $
       121.6



     Accounts payable                                                                                                             853.4                                             840.2



     Accrued compensation and benefits                                                                                            159.6                                             179.0



     Deferred revenue                                                                                                              33.6                                              44.3



     Accrued expenses and other                                                                                                   194.5                                             171.7



     Total current liabilities                                                                                                  1,267.1                                           1,356.8





     Long-term debt, net                                                                                                        3,674.2                                           3,686.8



     Deferred revenue                                                                                                              87.5                                              77.6



     Deferred income taxes                                                                                                         67.4                                              92.6



     Postretirement benefits and other long-term liabilities                                                                      879.5                                             810.6



     
                Total liabilities                                                                                             5,975.7                                           6,024.4





     Total AAM stockholders' equity                                                                                             1,569.5                                           1,483.9



     Noncontrolling interests in subsidiaries                                                                                       2.7                                               2.4



     Total stockholders' equity                                                                                                 1,572.2                                           1,486.3



     
                Total liabilities and stockholders' equity                                                                              $
          
          7,547.9                          $
       7,510.7


                                                                                         
      
               AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                                                                                        
      
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                 
              
                (Unaudited)




                                                                                                                        Three Months Ended                                    Six Months Ended


                                                                                                     
              
                June 30,                           
           
            June 30,


                                                                                                 2019                                          2018                   2019                         2018



                                                                                                                                
              
                (in millions)



              
                Operating activities



              Net income                                                                                $
              
                52.7                                     $
           151.3                    $
          94.4  $
     240.8



              Adjustments to reconcile net income to net cash provided by
    operating activities



              Depreciation and amortization                                                    136.5                                                     130.2                                  277.3               258.0



              Other                                                                             27.9                                                    (59.0)                               (234.8)            (209.4)



              
                Net cash provided by operating activities                           217.1                                                     222.5                                  136.9               289.4






              
                Investing activities



              Purchases of property, plant and equipment                                     (113.3)                                                  (142.2)                               (237.5)            (273.0)



              Proceeds from sale of property, plant and equipment                                1.4                                                       0.5                                    1.7                 0.9



              Acquisition of business, net of cash acquired                                                                                                                                                      (1.3)



              Proceeds from sale of business, net                                                                                                        47.1                                                      47.1



              Other                                                                            (2.2)                                                                                          (2.2)              (0.5)




              
                Net cash used in investing activities                             (114.1)                                                   (94.6)                               (238.0)            (226.8)






              
                Financing activities



              Net debt activity                                                              (106.1)                                                  (101.3)                               (120.2)             (73.6)



              Other                                                                            (0.2)                                                    (1.4)                                 (7.5)              (5.8)



              
                Net cash used in financing activities                             (106.3)                                                  (102.7)                               (127.7)             (79.4)






              Effect of exchange rate changes on cash                                                                                                  (10.2)                                   1.2               (4.3)






              
                Net decrease in cash, cash equivalents and restricted cash          (3.3)                                                     15.0                                (227.6)             (21.1)





              Cash, cash equivalents and restricted cash at beginning of period                254.6                                                     340.7                                  478.9               376.8






              
                Cash, cash equivalents and restricted cash at end of period                 $
              
                251.3                                     $
           355.7               $
     
            251.3  $
     355.7


                                                                                                                         
              
                AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                                                                                                                                      
              
                SUPPLEMENTAL DATA


                                                                                                                                         
              
                (Unaudited)




                                           
              The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance.




                                                                         
              
                Earnings before interest expense, income taxes and depreciation and amortization (EBITDA) and Adjusted EBITDA
                
                  (a)




                                                                                                                                                 Three Months Ended                                           Six Months Ended


                                                                                                                              
              
                June 30,                           
              
                June 30,


                                                                                                                          2019                                          2018                      2019                             2018

                                                                                                                                                                                                                                 ---

                                                                                                                                                         
              
                (in millions)





     Net income                                                                                                                  $
              
                52.7                                         $
              151.3                                          $
              
                94.4  $
      240.8



     Interest expense                                                                                                    56.2                                                      54.4                                         109.6                                                      107.6



     Income tax expense                                                                                                   6.0                                                       2.0                                           3.0                                                       19.9



     Depreciation and amortization                                                                                      136.5                                                     130.2                                         277.3                                                      258.0



     
                EBITDA                                                                                                251.4                                                     337.9                                         484.3                                                      626.3



     Restructuring and acquisition-related costs                                                                         12.2                                                      36.8                                          24.3                                                       55.1



     Debt refinancing and redemption costs                                                                                2.4                                                       4.3                                           2.4                                                       14.6



     Gain on sale of business                                                                                               -                                                   (15.5)                                                                                                 (15.5)



     Non-recurring items:



     Gain on settlement of capital lease                                                                                    -                                                   (15.6)                                                                                                 (15.6)



     
                Adjusted EBITDA                                                                                               $
              
                266.0                                         $
              347.9                                         $
              
                511.0  $
      664.9







                                                                                                                  
              
                Adjusted earnings per share
                
                  (b)




                                                                                                                                                 Three Months Ended                                           Six Months Ended


                                                                                                                              
              
                June 30,                           
              
                June 30,


                                                                                                                          2019                                          2018                      2019                             2018



     Diluted earnings per share                                                                                                  $
              
                0.45                                          $
              1.30                                          $
              
                0.81   $
      2.08



     Restructuring and acquisition-related costs                                                                         0.11                                                      0.32                                          0.21                                                       0.48



     Debt refinancing and redemption costs                                                                               0.02                                                      0.04                                          0.02                                                       0.13



     Gain on sale of business                                                                                               -                                                   (0.14)                                                                                                 (0.14)



     Non-recurring items:



     Gain on settlement of capital lease                                                                                    -                                                   (0.14)                                                                                                 (0.14)



     Tax Cuts and Jobs Act Transition Tax adjustment                                                                        -                                                                                                (0.08)



     Adjustments to liability for unrecognized tax benefits                                                                 -                                                   (0.17)                                                                                                 (0.17)



     Tax effect of adjustments                                                                                         (0.03)                                                     0.02                                        (0.05)                                                    (0.03)



     
                Adjusted earnings per share                                                                                    $
              
                0.55                                          $
              1.23                                          $
              
                0.91   $
      2.21





      Adjusted earnings per share are based on weighted average diluted shares outstanding of 116.1 million and 116.0 million for the three months ended on June 30, 2019 and 2018, respectively, and 116.0 million and 115.4 million for the six months ended on June 30, 2019 and 2018,
       respectively.


                                                                                                                                           
              
                AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


                                                                                                                                                        
              
                SUPPLEMENTAL DATA


                                                                                                                                                           
              
                (Unaudited)




                                                             
              The supplemental data presented below is a reconciliation of certain financial measures which is intended to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance.




                                                                                                                            
              
                Free cash flow and Adjusted free cash flow
                
                  (c)




                                                                                                                                                                          Three Months Ended                                           Six Months Ended


                                                                                                                                                       
              
                June 30,                           
              
                June 30,


                                                                                                                                                   2019                                          2018                      2019                             2018

                                                                                                                                                                                                                                                          ---

                                                                                                                                                                                  
              
                (in millions)



              Net cash provided by operating activities                                                                                                  $
              
                217.1                                         $
              222.5                                          $
      
         136.9  $
     289.4



              Capital expenditures net of proceeds from the sale of property,                                                                  (111.9)                                                  (141.7)                                      (235.8)                                     (272.1)
    plant and equipment



              
                Free cash flow                                                                                                        105.2                                                      80.8                                        (98.9)                                        17.3



              Cash payments for restructuring and acquisition-related costs                                                                       14.1                                                      19.5                                          29.7                                         41.3



              
                Adjusted free cash flow                                                                                                       $
              
                119.3                                         $
              100.3                                         $
      
         (69.2)  $
     58.6


                                                                                                                
              
                Segment Financial Information




              In the first quarter of 2019, we reorganized our business to disaggregate our former Powertrain segment, with a portion moving to our Driveline segment and a portion moving to our Metal Forming segment. As a result, our business is now organized into Driveline,
                         Metal Forming and Casting segments. The Powertrain Sales and Segment Adjusted EBITDA amounts previously reported for the three and six months ended on June 30, 2018 have been reclassified to Driveline and Metal Forming in the tables below.




                                                                                                          Three Months Ended                                            Six Months Ended


                                                                                       
              
                June 30,                             
              
                June 30,


                                                                                  2019                                            2018                      2019                               2018

                                                                                                                                                                                             ---

                                                                                                                   
              
                (in millions)



     
                Segment Sales



     Driveline                                                                          $
              
                1,141.1                                         $
              1,274.3                                         $
              
                2,275.8                      $
       2,490.4



     Metal Forming                                                              484.2                                                       530.4                                           967.5                                                      1,072.7



     Casting                                                                    220.7                                                       243.2                                           446.0                                                        482.2



     
                Total Sales                                                 1,846.0                                                     2,047.9                                         3,689.3                                                      4,045.3



     Intersegment Sales                                                       (141.7)                                                    (147.0)                                        (265.8)                                                     (286.0)



     
                Net External Sales                                                    $
              
                1,704.3                                         $
              1,900.9                                         $
              
                3,423.5                      $
       3,759.3






     
                Segment Adjusted EBITDA(a)



     Driveline                                                                            $
              
                152.9                                           $
              204.3                                           $
              
                290.1                        $
       394.0



     Metal Forming                                                               88.0                                                       116.7                                           173.3                                                        222.4



     Casting                                                                     25.1                                                        26.9                                            47.6                                                         48.5



     
                Total Segment Adjusted EBITDA                                           $
              
                266.0                                           $
              347.9                                           $
              
                511.0                        $
       664.9


                                                                           
     
     Full Year 2019 Outlook




                                                                                                               Adjusted EBITDA


                                                                                               Low End                         High End

                                                                                                                                    ---

                                                                                                                (in millions)



              Net income                                                                                   $
              190                        $
       230



              Interest expense                                                                    220                                    220



              Income tax expense                                                                   25                                     35



              Depreciation and amortization                                                       565                                    565




              Full year 2019 targeted EBITDA                                                    1,000                                  1,050



              Restructuring, acquisition-related and debt refinancing and                          50                                     50
    redemption costs




              
                Full year 2019 targeted Adjusted EBITDA                                    $
     
               1,050                   $
     
        1,100


                                                                                         Adjusted Free
                                                                               Cash Flow




                                                                                         (in millions)



              Net cash provided by operating activities                                                   $
     680



              Capital expenditures net of proceeds from the sale of property,                   (485)
    plant and equipment




              Full year 2019 targeted Free Cash Flow                                              195



              Cash payments for restructuring and acquisition-related costs                        55




              
                Full year 2019 targeted Adjusted Free Cash Flow                            $
     
       250

________________


               (a)               We define EBITDA to be earnings
                                  before interest expense, income
                                  taxes, depreciation and
                                  amortization.  Adjusted EBITDA is
                                  defined as EBITDA excluding the
                                  impact of restructuring and
                                  acquisition-related costs, debt
                                  refinancing and redemption costs,
                                  gain on sale of a business, goodwill
                                  impairments and non-recurring
                                  items. We believe that EBITDA and
                                  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 Adjusted EBITDA, together with
                                  other measures, to measure our
                                  operating performance relative to
                                  other Tier 1 automotive suppliers.
                                  We also 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. EBITDA
                                  and Adjusted EBITDA should not be
                                  construed as income from operations,
                                  net income or cash flow from
                                  operating activities as determined
                                  under GAAP.  Other companies may
                                  calculate EBITDA and Adjusted EBITDA
                                  differently.




               (b)               We define Adjusted earnings per share
                                  to be diluted earnings per share
                                  excluding the impact of
                                  restructuring and acquisition-
                                  related costs, debt refinancing and
                                  redemption costs, gain on sale of a
                                  business, goodwill impairments and
                                  non-recurring items, including the
                                  tax effect thereon.  We believe
                                  Adjusted earnings per share is a
                                  meaningful measure as it is commonly
                                  utilized by management and investors
                                  in assessing ongoing financial
                                  performance that provides improved
                                  comparability between periods
                                  through the exclusion of certain
                                  items that management believes are
                                  not indicative of core operating
                                  performance and which may obscure
                                  underlying business results and
                                  trends.  Other companies may
                                  calculate Adjusted earnings per
                                  share differently.




               (c)               We define free cash flow to be net
                                  cash provided by operating
                                  activities less capital expenditures
                                  net of proceeds from the sale of
                                  property, plant and equipment.
                                  Adjusted free cash flow is defined
                                  as free cash flow excluding the
                                  impact of cash payments for
                                  restructuring and acquisition-
                                  related costs.  We believe free cash
                                  flow and Adjusted free cash flow are
                                  meaningful measures as they are
                                  commonly utilized by management and
                                  investors to assess our ability to
                                  generate cash flow from business
                                  operations to repay debt and return
                                  capital to our stockholders.  Free
                                  cash flow and Adjusted free cash
                                  flow are also key metrics used in
                                  our calculation of incentive
                                  compensation.  Other companies may
                                  calculate free cash flow and
                                  Adjusted free cash flow differently.

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SOURCE American Axle & Manufacturing Holdings, Inc.