Dauch Corporation · NYSE:DCH
Dauch — American Axle & Manufacturing Holdings, Inc. (AAM) — J.P. Morgan Global Leveraged Finance Conference 2025
41 slides from Dauch's conference presentation, February 2025
Slide 1: J.P. Morgan Global Leveraged Finance Conference February 2025
J.P. Morgan Global Leveraged Finance Conference February 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements In this presentation, American Axle & Manufacturing Holdings, Inc. (“AAM”) makes statements concerning its and Dowlais’ expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related
Slide 3: AAM Overview
AAM Overview
Slide 4: AAM is a Leading Global Driveline Supplier
AAM is a Leading Global Driveline Supplier Global leader in design, engineering and manufacturing of automotive propulsion systems and technologies to support electric, hybrid and ICE vehicles $6.1B 2024 Sales ~21,000 Employees1 16 Countries 2024 Sales By Business Unit 2024 Sales By Customer 2024 Sa
Slide 5: Complementary Business Segments
Complementary Business Segments DRIVELINE METAL FORMING 2024 SALES ≈ $4.25B1 2024 SALES ≈ $1.88B1 ▪ Full-size Pickup Truck and SUV ▪ Forged Gears & Shafts Driveline Systems Leading ▪ CVT Pulleys Supplier to ▪ AWD Systems for Crossover Forged Vehicles ▪ Powdered Metal Connecting Rods Attractive Compo
Slide 6: 2024 Full Year Financial Highlights
2024 Full Year Financial Highlights FY $6.12B $749.2M $230.3M 2024 Full Year Full Year Full Year Sales Adj. EBITDA Adj. Free Cash Flow $311M 12.2% of Sales * For definitions of Adjusted EBITDA and Adjusted Free Cash Flow and non-GAAP reconciliations, please see the attached appendix. 6
Slide 7: 2024 AAM Highlights
2024 AAM Highlights AAM (in partnership Newsweek named AAM Multiple ICE metal as one of America’s with Inovance) to forming programs Greatest Workplaces for provide XPENG DiDi awarded to AAM by Women and with 3-in-1 electric Greatest Workplaces for global OEMs. drive units. Diversity. AAM announced
Slide 8: Consistent De-Leveraging Track Record
Consistent De-Leveraging Track Record Gross Debt ($M) Gross and Net Leverage Metrics 4Q 2024 $3,975 $3,808 Gross Debt $2.6B $3,641 $3,455 Cash & Cash Equivalents $0.6B $3,105 $2,921 Net Debt $2.1B $2,769 $2,625 2024A Adj. EBITDA $749M Gross Leverage 3.5x Net Leverage 2.8x 2017A 2018A 2019A 2020A 202
Slide 9: 2025 Financial Outlook
2025 Financial Outlook (as of February 14, 2025) 2025 Financial Targets Full Year Sales $5.8 - $6.05 billion Adjusted EBITDA $700 - $760 million Adjusted Free Cash Flow $200 - $230 million • These targets are based on North American light vehicle production of ~15.1 million units, current customer p
Slide 10: AAM and Dowlais Combination Supplemental Slides
AAM and Dowlais Combination Supplemental Slides
Slide 11: Compelling Strategic Combination
Compelling Strategic Combination + Creates a Comprehensive More diversified High margins leading global powertrain customer base Compelling with strong driveline and agnostic product with expanded industrial logic earnings metal forming portfolio with and balanced with ~$300M of accretion, cash supp
Slide 12: Transaction Summary
Transaction Summary ▪ Terms of the combination represent a total implied value of 85.2 pence per Dowlais share, with each Dowlais shareholder entitled to receive for each Dowlais share held: 0.0863 new AAM shares, 42 pence in CONSIDERATION cash and up to 2.8 pence of Dowlais FY24 final dividend prio
Slide 13: Dowlais Combination
Dowlais Combination + ~$12B ~$300M ~14% ~2.5x Revenue1 Synergies3 Combined Expected Day One Adj. EBITDA Margin Net Leverage including synergies2 including synergies3 Expect strong earnings accretion in the first full year following the close of the transaction4 (1) Combined revenue number, on a stat
Slide 14: Dowlais Overview
Dowlais Overview A MARKET LEADING, HIGH-TECHNOLOGY ENGINEERING GROUP ~$6B 2023 Sales 30,000+ Employees1 22 Countries1 Leading Global Driveline Supplier Leading Sinter Metals Supplier 100 Locations1 Present in 50% of Vehicles ~10M Components Produced / Day Powder Metal EMEA North >90% of Global Auto
Slide 15: Dowlais – Leading Supplier of Sideshafts
Dowlais – Leading Supplier of Sideshafts DOWLAIS’ SIDESHAFT SIDESHAFT TECHNOLOGY TECHNOLOGY IS WORLD IS WORLD LEADING… ICE VEHICLE BATTERY ELECTRIC ICE VEHICLE BATTERY ELECTRICVEHICLE VEHICLE LEADING.. • Global, vertically integrated scale • Pioneers of the Auto CV joint • 100 joint types & sizes •
Slide 16: ~$300M of Synergy Potential
~$300M of Synergy Potential CATEGORY DESCRIPTION • Eliminating duplicate public company and other costs TIMING AND COST • Optimization of the combined workforce SG&A ~30% TO ACHIEVE • Streamlining of engineering, research, and development expenses • Elimination of duplicate business and technical of
Slide 17: Robust Synergy Identification & Validation Process
Robust Synergy Identification & Validation Process UK Takeover Code Rule 28 contains AAM & Dowlais each appointed a global specific requirements regarding cost consulting firm to assist in reviewing savings measures synergy opportunities ▪ Quantified synergies to be supported Detailed, in-person dil
Slide 18: Substantial Free Cash Flow Generation
Substantial Free Cash Flow Generation Combination Enhances Cash Flow Generation $M American Axle Adj. Free Cash Flow (2023A) ~$219 Dowlais Adj. Free Cash Flow (2023A) ~$203 Run-Rate Cash Flow from Synergies1 ~$300 Less: Interest from Incremental Financing ~($50) Less: Tax Impact (Illustrative 30% ra
Slide 19: Best-in-Class Financial Metrics
Best-in-Class Financial Metrics >$10B Revenue >14% EBITDA Margin + Source: Public Filings >5% Adj. FCF / Sales Note: Reflects 2023A figures; See Appendix for Adj. Free Cash Flow definition 19
Slide 20: Balance Sheet and Capital Allocation
Balance Sheet and Capital Allocation BALANCE SHEET CAPITAL ALLOCATION • Transaction approximately net leverage neutral at • Support investment for organic growth closing (before synergies) • Prioritize debt repayment until 2.5x net leverage • Committed financing in place for transaction achieved • ~
Slide 21: Regulatory Update
Regulatory Update TIMING STRATEGIC COMBINATION ▪ Complementary product and customer portfolios ▪ Significant regulatory analysis and preparatory work already undertaken by both parties ▪ US filing (HSR) submitted on February 7, 2025 ▪ Multiple competitors across key products / geographies ▪ Progress
Slide 22: Transformational Opportunity to Combine with Dowlais
Transformational Opportunity to Combine with Dowlais ▪ More robust and scaled business model with compelling strategic rationale ▪ Broader, more complete powertrain agnostic portfolio with enhanced diversification ▪ High confidence in delivering ~$300M of jointly developed and vetted synergies creat
Slide 23: Appendix / Supplemental Data
Appendix / Supplemental Data
Slide 24: Additional Disclosures
Additional Disclosures Participants in the Solicitation AAM and its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from AAM’s shareholders in respect of the Business Combination, including the proposed issuance
Slide 25: Additional Disclosures
Additional Disclosures Quantified Financial Benefits Statement This presentation contains statements of estimated cost savings and synergies arising from the Combination (together, the “Quantified Financial Benefits Statements”). Statements of estimated cost savings and synergies relate to future ac
Slide 26: Additional Disclosures
Additional Disclosures Profit forecasts and estimates The statements in this presentation setting out targets for Adjusted EBITDA and Adjusted free cash flow of AAM for FY25 (together, the “AAM FY25 Profit Forecast”) constitute profit forecasts of AAM for the purposes of Rule 28.1(a) of the UK Takeo
Slide 27: Additional Disclosures
Additional Disclosures Principal assumptions a) Factors outside the influence or control of the AAM Directors: i. there will be no material change to macroeconomic, political, inflationary, regulatory or legal conditions in the markets or regions in which AAM operates; ii. there will be no material
Slide 28: Reconciliation of Non-GAAP Measures
Reconciliation of Non-GAAP Measures In addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) included within this presentation, we have provided certain information, which includes non-GAAP financial measures. Such informa
Slide 29: 2025 Sales Target Walk
2025 Sales Target Walk $ in millions (unless noted otherwise) *Approximately at guidance midpoint. Note: Chart not to scale. Assumes sale of CV axle business in India by July 1, 2025. 29
Slide 30: 2025 Adjusted EBITDA Target Walk
2025 Adjusted EBITDA Target Walk $ in millions *Approximately at guidance midpoint. Note: Chart not to scale. For definitions of Adjusted EBITDA and Non-GAAP reconciliations, please see the attached appendix. Assumes sale of CV axle business in India by July 1, 2025. In accordance with Rule 28.1(c)(
Slide 31: 2025 Targeted Adj. Free Cash Flow Walk
2025 Targeted Adj. Free Cash Flow Walk $ in millions 21.0% Margin 19.0% Margin 15.1% Margin *Approximately at guidance midpoint. Note: Chart not to scale. For definitions of Adjusted Free Cash Flow and Non-GAAP reconciliations, please see the attached appendix. Assumes sale of CV axle business in In
Slide 32: Supplemental Data
Supplemental Data* EBITDA and Adjusted EBITDA Reconciliation ($ in millions) Three Months Ended Twelve Months Ended December 31, December 31, 2024 2023 2024 2023 Net income (loss) $ (13.7) $ (19.1) $ 35.0 $ (33.6) Interest expense 43.9 50.2 186.0 201.7 Income tax expense 6.8 5.8 27.8 9.1 Depreciatio
Slide 33: Supplemental Data
Supplemental Data* EBITDA and Adjusted EBITDA for the Last Twelve Months Ended December 31, 2024 ($ in millions) Last Twelve Quarter Ended Months Ended March 31, June 30, September 30, December 31, December 31, 2024 2024 2024 2024 2024 Net income (loss) $ 20.5 $ 18.2 $ 10.0 $ (13.7) $ 35.0 Interest
Slide 34: Supplemental Data
Supplemental Data* Adjusted Earnings (Loss) Per Share Reconciliation Three Months Ended Twelve Months Ended December 31, December 31, 2024 2023 2024 2023 Diluted earnings (loss) per share $ (0.12) $ (0.16) $ 0.29 $ (0.29) Restructuring and acquisition-related costs 0.07 0.07 0.14 0.22 Debt refinanci
Slide 35: Supplemental Data
Supplemental Data* Free Cash Flow and Adjusted Free Cash Flow Reconciliation ($ in millions) Three Months Ended Twelve Months Ended Decemeber 31, Decemeber 31, 2024 2023 2024 2023 Net cash provided by operating activities $ 151.2 $ 52.9 $ 455.4 $ 396.1 Less: Capital expenditures net of proceeds from
Slide 36: Supplemental Data
Supplemental Data* Net Debt and Net Leverage Ratio ($ in millions) December 31, 2024 Current portion of long term debt $ 47.9 Long-term debt, net 2,576.9 Total debt, net 2,624.8 Less: Cash and cash equivalents 552.9 Net debt at end of period 2,071.9 Adjusted LTM EBITDA $ 749.2 Net Leverage Ratio 2.8
Slide 37: Supplemental Data
Supplemental Data* Segment Financial Information ($ in millions) Three Months Ended Twelve Months Ended December 31, December 31, 2024 2023 2024 2023 Segment Sales Driveline $ 979.6 $ 1,015.2 $ 4,253.3 $ 4,176.7 Metal Forming 520.6 576.2 2,414.3 2,454.3 Total Sales 1,500.2 1,591.4 6,667.6 6,631.0 In
Slide 38: Supplemental Data
Supplemental Data* Full Year 2025 Financial Outlook ($ in millions) Adjusted EBITDA Adjusted Free Cash Flow Low End High End Low End High End Net Income $ 25 $ 60 Net cash provided by operating activities $ 475 $ 505 Interest expense 170 180 Capital expenditures net of proceeds from the sale of prop
Slide 39: Supplemental Data
Supplemental Data* Dowlais Adjusted EBITDA and Adjusted Free Cash Flow Calculation Detail in £MM 2023 Net cash from operating activities £239 Capital expenditures net of proceeds from the sale of property, plant and equipment (262) Dividends received from equity accounted investments 63 Interest rec
Slide 40: Definition of Non-GAAP Measures
Definition of Non-GAAP Measures EBITDA and Adjusted EBITDA 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 c
Slide 41: www.aam.com
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