Document/ExhibitDescriptionPagesSize
1: 10-K Form 10-K December 31, 2023 HTML 2.67M
2: EX-4.12 Description of Registered Securities HTML 47K
3: EX-10.32 2023 Incentive Compensation Program for Executive HTML 53K
Officers
4: EX-21 Subsidiaries of the Registrant HTML 49K
5: EX-22 Subsidiary Guarantors and Issuers of Guaranteed HTML 41K
Securities
6: EX-23 Consent of Deloitte & Touche LLP HTML 37K
10: EX-97 Dodd-Frank Clawback Policy HTML 48K
7: EX-31.1 Section 302 Certification of the CEO HTML 40K
8: EX-31.2 Section 302 Certification of the CFO HTML 40K
9: EX-32 Section 906 Certification of the CEO and CFO HTML 39K
16: R1 Cover Page HTML 103K
17: R2 Audit Information HTML 42K
18: R3 Consolidated Statements of Operations HTML 119K
19: R4 Consolidated Statements of Comprehensive Income HTML 66K
(Loss)
20: R5 Consolidated Statements of Comprehensive Income HTML 42K
(Loss) (Parenthetical)
21: R6 Consolidated Balance Sheets HTML 161K
22: R7 Consolidated Balance Sheets (Parenthetical) HTML 61K
23: R8 Consolidated Statements of Cash Flows HTML 147K
24: R9 Consolidated Statements of Stockholders' Equity HTML 109K
25: R10 Organization and Summary of Significant Accounting HTML 95K
Policies
26: R11 Restructuring and Acquisition-Related Costs HTML 73K
27: R12 Goodwill and Intangible Assets HTML 71K
28: R13 Long-Term Debt HTML 74K
29: R14 Derivatives and Risk Management HTML 68K
30: R15 Fair Value HTML 96K
31: R16 Employee Benefit Plans HTML 265K
32: R17 Stock Based Compensation and Other Incentive HTML 96K
Compensation
33: R18 Income Taxes HTML 164K
34: R19 Earnings (Loss) Per Share (Eps) HTML 65K
35: R20 Commitments and Contingencies HTML 55K
36: R21 Reclassifications out of Accumulated Other HTML 91K
Comprehensive Income
37: R22 Revenue from Contracts with Customers HTML 94K
38: R23 Leasing HTML 114K
39: R24 Manufacturing Facility Fire and Insurance Recovery HTML 41K
40: R25 Acquisitions and Dispositions HTML 58K
41: R26 Segment and Geographic Information HTML 177K
42: R27 Schedule II - Valuation and Qualifying Accounts HTML 79K
43: R28 Organization and Basis of Presentation (Policies) HTML 127K
44: R29 Organization and Basis of Presentation (Tables) HTML 66K
45: R30 Restructuring and Acquisition-Related Costs HTML 69K
(Tables)
46: R31 Schedule of Goodwill and Finite Lived Intangible HTML 74K
Assets (Tables)
47: R32 Long-Term Debt (Tables) HTML 67K
48: R33 Gain (Loss) on Derivative Instruments (Tables) HTML 65K
49: R34 Fair Value (Tables) HTML 95K
50: R35 Employee Benefit Plans (Tables) HTML 266K
51: R36 Stock Based Compensation and Other Incentive HTML 90K
Compensation (Tables)
52: R37 Income Taxes (Tables) HTML 154K
53: R38 Earnings (Loss) Per Share (Eps) (Tables) HTML 64K
54: R39 Commitments and Contingencies (Tables) HTML 48K
55: R40 Reclassifications out of Accumulated Other HTML 90K
Comprehensive Income (Tables)
56: R41 Revenue from Contracts with Customers (Tables) HTML 84K
57: R42 Leasing (Tables) HTML 117K
58: R43 Acquisitions and Dispositions (Tables) HTML 51K
59: R44 Segment and Geographic Information (Tables) HTML 175K
60: R45 Schedule II - Valuation and Qualifying Accounts HTML 81K
(Tables)
61: R46 Organization and Summary of Significant Accounting HTML 40K
Policies - Organization (Details)
62: R47 Organization and Summary of Significant Accounting HTML 43K
Policies - Accounts Receivable Narrative (Details)
63: R48 Organization and Summary of Significant Accounting HTML 48K
Policies - Inventories (Details)
64: R49 Organization and Summary of Significant Accounting HTML 39K
Policies - Maintenance, Repair and Operations
(MRO) Materials (Details)
65: R50 Organization and Summary of Significant Accounting HTML 43K
Policies - Property, Plant, & Equipment Narrative
(Details)
66: R51 Organization and Summary of Significant Accounting HTML 73K
Policies - Schedule of Property, Plant & Equipment
(Details)
67: R52 Organization and Summary of Significant Accounting HTML 50K
Policies - Debt Issuance Costs Narrative (Details)
68: R53 Organization and Summary of Significant Accounting HTML 40K
Policies - Currency Translation (Details)
69: R54 Organization and Summary of Significant Accounting HTML 41K
Policies - Research and Development Narrative
(Details)
70: R55 Restructuring and Acquisition-Related Costs - HTML 52K
Restructuring Reserve Table (Details)
71: R56 Restructuring and Acquisition-Related Costs - HTML 66K
Restructuring Reserve Narrative (Details)
72: R57 Restructuring and Acquisition-Related Costs - HTML 46K
Business Combinations, Separately Recognized
Transactions Table (Details)
73: R58 Goodwill and Intangible Assets - Goodwill HTML 43K
(Details)
74: R59 Goodwill and Intangible Assets - Goodwill HTML 43K
Narrative (Details)
75: R60 Goodwill and Intangible Assets - Schedule of HTML 78K
Acquired Finite Lived Intangible Assets by Major
Class (Details)
76: R61 Long-Term Debt - Long-term Debt Instruments HTML 88K
(Details)
77: R62 Long-Term Debt - Senior Secured Credit Facilities HTML 77K
(Details)
78: R63 Long-Term Debt - Long-Term Debt Notes Payable HTML 83K
Narrative (Details)
79: R64 Long-Term Debt - Foreign Credit Facilities HTML 44K
Narrative (Details)
80: R65 Long-Term Debt - Long-term Debt Maturity Schedule HTML 63K
(Details)
81: R66 Long-Term Debt - Interest Expense and Interest HTML 54K
Income Narrative (Details)
82: R67 Derivatives and Risk Management - Derivatives and HTML 55K
Risk Management Narrative (Details)
83: R68 Derivatives and Risk Management - Gain (Loss) HTML 73K
Recognized for Designated and Undesignated Hedges
(Details)
84: R69 Derivatives and Risk Management - Sales, HTML 56K
Receivables and Postretirement Cost Sharing Asset
by Major Customer Narrative (Details)
85: R70 Fair Value - Fair Value of Assets and Liabilities HTML 78K
Measured on Recurring Basis (Details)
86: R71 Fair Value - Fair Value of Debt (Details) HTML 80K
87: R72 Employee Benefit Plans - Defined Benefit Plan, HTML 52K
Assumptions Used (Details)
88: R73 Employee Benefit Plans - Accumulated Benefit HTML 48K
Obligation and Underfunded Pension Plan Detail
Narrative (Details)
89: R74 Employee Benefit Plans - GM Cost Sharing Narrative HTML 43K
(Details)
90: R75 Employee Benefit Plans - Change in Benefit HTML 108K
Obligation and Plan Assets (Details)
91: R76 Employee Benefit Plans - Amounts Recognized in the HTML 62K
Balance Sheet (Details)
92: R77 Employee Benefit Plans - Pre-tax Amounts Recorded HTML 50K
in AOCI (Details)
93: R78 Employee Benefit Plans - Components of Net HTML 71K
Periodic Benefit Cost (Credit) (Details)
94: R79 Employee Benefit Plans - All Other Relevant HTML 68K
Defined Benefit Pension and Other Postretirement
Benefit Disclosures Narrative (Details)
95: R80 Employee Benefit Plans - U.S. Pension Annuity HTML 47K
Purchase (Details)
96: R81 Employee Benefit Plans - Defined Benefit Pension HTML 133K
Plan Assets by Category and Fair Value Hierarchy
(Details)
97: R82 Employee Benefit Plans - Defined Contribution HTML 50K
Plans Narrative (Details)
98: R83 Stock Based Compensation and Other Incentive HTML 40K
Compensation - Stock Based Compensation Narrative
(Details)
99: R84 Stock Based Compensation and Other Incentive HTML 68K
Compensation - Restricted Stock Units Activity
(Details)
100: R85 Stock Based Compensation and Other Incentive HTML 74K
Compensation - Performance Shares Activity
(Details)
101: R86 Stock Based Compensation and Other Incentive HTML 52K
Compensation - Long Term Cash Awards (LTCAs)
(Details)
102: R87 Stock Based Compensation and Other Incentive HTML 53K
Compensation - Performance Units (Details)
103: R88 Income Taxes - Income Before Income Taxes HTML 47K
(Details)
104: R89 Income Taxes - Components of Provision for Income HTML 65K
Taxes (Details)
105: R90 Income Taxes - Rate Reconciliation (Details) HTML 72K
106: R91 Income Taxes - Effective Income Tax Rate Narrative HTML 51K
(Details)
107: R92 Income Taxes - Refundable Income Taxes and Income HTML 52K
Taxes Payable Narrative (Details)
108: R93 Income Taxes - Deferred Tax Assets and Liabilities HTML 80K
(Details)
109: R94 Income Taxes - Deferred Income Tax Assets and HTML 56K
Liabilities and Valuation Allowances Narrative
(Details)
110: R95 Income Taxes - Unrecognized Tax Benefts (Details) HTML 76K
111: R96 Income Taxes - Other Tax Disclosure Narrative HTML 62K
(Details)
112: R97 Earnings (Loss) Per Share (Eps) (Details) HTML 84K
113: R98 Earnings (Loss) Per Share (EPS) - Antidilutive HTML 39K
Shares (Details)
114: R99 Commitments and Contingencies - Purchase HTML 43K
Obligations (Details)
115: R100 Commitments and Contingencies - Product Liability HTML 53K
(Details)
116: R101 Reclassifications out of Accumulated Other HTML 129K
Comprehensive Income - Reclassifications out of
Accumulated Other Comprehensive Income (Details)
117: R102 Revenue from Contracts with Customers (Details) HTML 39K
118: R103 Revenue from Contracts with Customers - HTML 68K
Disaggregation of Revenue (Details)
119: R104 Revenue from Contracts with Customers - Contract HTML 52K
Asset and Liabilities (Details)
120: R105 Leasing - Components of Lease Cost (Details) HTML 58K
121: R106 Leasing - Supplemental Lease Information (Details) HTML 54K
122: R107 Leasing - Future Minimum Lease Payments (Details) HTML 81K
123: R108 Leasing - Right of Use Assets and Lease HTML 60K
Liabilities (Details)
124: R109 Manufacturing Facility Fire and Insurance Recovery HTML 49K
(Details)
125: R110 Acquisitions - Tekfor (Details) HTML 92K
126: R111 Acquisitions - Tekfor Pro Forma (Details) HTML 60K
127: R112 Acquisitions - Emporium (Details) HTML 55K
128: R113 Dispositions (Details) HTML 42K
129: R114 Segment and Geographic Information - Schedule of HTML 79K
Segment Reporting Information by Segment (Details)
130: R115 Segment and Geographic Information - HTML 72K
Reconciliation of Operating Profit Loss from
Segments to Consolidated (Details)
131: R116 Segment and Geographic Information - Schedule of HTML 63K
Disclosure on Geographic Areas (Details)
132: R117 Schedule II - Valuation and Qualifying Accounts HTML 59K
(Details)
134: XML IDEA XML File -- Filing Summary XML 253K
137: XML XBRL Instance -- axl-20231231_htm XML 4.25M
133: EXCEL IDEA Workbook of Financial Report Info XLSX 260K
12: EX-101.CAL XBRL Calculations -- axl-20231231_cal XML 306K
13: EX-101.DEF XBRL Definitions -- axl-20231231_def XML 1.47M
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135: JSON XBRL Instance as JSON Data -- MetaLinks 752± 1.17M
136: ZIP XBRL Zipped Folder -- 0001062231-24-000007-xbrl Zip 660K
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. DODD-FRANK CLAWBACK POLICY
The Board of Directors (the “Board”) of American Axle & Manufacturing Holdings, Inc. (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities
and Exchange Commission enacting the clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Compensation Committee (the “Committee”) is designated to administer this Policy. Capitalized terms not otherwise defined in this Policy have the meanings given to them under the Clawback Rules.
Recovery of Erroneously Awarded Incentive Compensation. The Company shall comply with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation Received by current or former Executive Officers of the Company (“Covered Individuals”) in the event the
Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Covered Individuals, including former Executive Officers, are only subject to clawback with respect to compensation covered by the Clawback Rules, which is described below. The Committee may determine not to recover Erroneously Awarded Compensation pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the Clawback Rules, including where recovery would violate applicable
home country laws in effect before November 28, 2022.
This Policy does not apply to accounting restatements that are required or permitted under generally accepted accounting principles in connection with the adoption or implementation of a new accounting standard or caused by the Company’s decision to change its accounting practice as permitted by the Clawback Rules and any regulation or guidance that has been promulgated or may be promulgated from time to time thereunder.
Covered Individuals. The Committee shall determine the Company’s Covered Individuals.
Covered
Compensation. This Policy applies to the Incentive-based Compensation Received by a Covered Individual: (1) after such Covered Individual began service as an Executive Officer; (2) who served as an Executive Officer at any time during the performance period for that Incentive-based Compensation; (3) while the Company has a class of securities listed on a national securities exchange or a national securities association; (4) during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described above (or during any transition period, that results from a change in the Company’s fiscal year, within or immediately
following those three completed fiscal years, as determined in accordance with the Clawback Rules); and
(5) on and after the October 2, 2023 effective date of the Clawback Rules.
The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded Compensation, which is the amount of Incentive-based Compensation Received by a Covered Individual that exceeds the amount of Incentive-based Compensation that otherwise would have been Received by the Covered Individual had it been determined based on the restated amount (or otherwise determined in accordance with the Clawback Rules), and will be computed without regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based Compensation). The Committee shall make all determinations regarding the amount
of Erroneously Awarded Compensation.
Method of Recovery. The Committee shall determine, in its sole discretion, the way any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include, but are not limited to:
(1) seeking direct repayment from the Covered Individual; (2) reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement pursuant to which the incentive- based compensation was paid) the amount that would otherwise be payable to the Covered Individual under any compensation, bonus, incentive, equity and other benefit plan, agreement, policy or arrangement maintained by the
Company or any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof previously granted to the Covered Individual; or (4) any combination of the foregoing.
No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject to recovery under this Policy without regard to their personal culpability.
Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other clawback, recovery or recoupment policy maintained by the Company from time to time, as well as any clawback, recovery or recoupment provision in any of the
Company’s plans, awards or individual agreements (including the clawback, recovery and recoupment provisions in the Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any other rights or remedies available to the Company, including termination of employment; provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of the same compensation under more than one policy, plan, award or agreement. In addition, no Other Company Arrangement shall serve to restrict the scope or the recoverability of Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance with the Clawback Rules.
No
Indemnification. Notwithstanding anything to the contrary set forth in any policy, arrangement, bylaws, charter, certificate of incorporation or plan of the Company or any individual agreement between a Covered Individual and the Company or any of its affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of its affiliates for the amount that is or may be recovered by the Company pursuant
to this Policy; provided, however, that to the extent expense advancement or reimbursement is available to a Covered Individual, this Policy shall not serve to prohibit such advancement or reimbursement.
Administration; Interpretation. The Committee shall interpret and construe this Policy consistent with the Clawback Rules and applicable laws and regulation and shall make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Committee shall be final, binding and conclusive on all affected individuals. As required by the Clawback Rules, the Company shall provide public disclosures related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To the extent this Policy conflicts or is
inconsistent with the Clawback Rules, the Clawback Rules shall govern. In no event is this Policy intended to be broader than, or require recoupment in addition to, that required pursuant to the Clawback Rules.
Amendment or Termination of this Policy. The Board reserves the right to amend this Policy at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall also cease to be in force.
I, [INSERT NAME], acknowledge that I have received a copy of the Policy and the Clawback Rules, and that I have read and understood the Policy and the Clawback Rules. I further understand that the Policy applies to my Incentive-Based Compensation, as defined in the Clawback Rules, and that I agree to take all actions necessary to assist the Company in complying with the Policy and the Clawback Rules.
COVERED INDIVIDUAL
___________________
Name:
Date:
Dates Referenced Herein and Documents Incorporated by Reference
