
	LONG-TERM DEBT AND LEASE OBLIGATIONS

Long-term debt consists of the following:



	December 31,
	2013		2012
	(in millions)
Amended Revolving Facility	$	—	$	—
Term Facility	150.0		—
9.25% Notes, net of discount	—		337.5
7.875% Notes	—		300.0
7.75% Notes	200.0		200.0
6.625% Notes	550.0		550.0
6.25% Notes	400.0		—
5.125% Notes	200.0		—
Foreign credit facilities	53.8		61.0
Capital lease obligations	5.3		5.6
Long-term debt	$	1,559.1	$	1,454.1

AMENDED REVOLVING FACILITY AND TERM FACILITY On September 13, 2013, we amended and restated the Credit Agreement dated as of January 9, 2004 (as amended and restated, the Amended and Restated Credit Agreement and the facility thereunder, the Amended Revolving Facility). As of December 31, 2013, the Amended Revolving Facility provided up to $523.5 million of revolving bank financing commitments through September 13, 2018. At December 31, 2013, $501.6 million was available under the Amended Revolving Credit Facility, which reflected a reduction of $21.9 million for standby letters of credit issued against the facility.

The Amended and Restated Credit Agreement, among other things, increased the aggregate commitments by approximately $158.5 million and extended the maturity date from June 30, 2016 to September 13, 2018. In addition, the Amended and Restated Credit Agreement provides for a senior secured term loan A facility in an aggregate principal amount of $150.0 million (Term Facility). The full amount of the Term Facility was drawn in 2013 and remains outstanding as of December 31, 2013. We paid debt issuance costs of $6.9 million in 2013 associated with the execution of our Amended Revolving Facility and Term Facility. In 2012 and 2011, we paid debt issuance costs of $1.7 million and $5.9 million, respectively, associated with the amendments and restatements of our revolving credit facility.

Borrowings under the Amended Revolving Facility and Term Facility bear interest at rates based on adjusted LIBOR or an alternate base rate, plus an applicable margin. The applicable margin for LIBOR-based loans will be between 1.5% and 3.0%.

Under the Amended Revolving Facility, certain negative covenants were revised to provide increased flexibility. In the event AAM achieves investment grade corporate credit ratings from S&P and Moody's, AAM may elect to release all of the collateral from the liens granted pursuant to the collateral agreement, subject to notice requirements and other conditions. The Amended Revolving Facility and Term Facility are secured on a first priority basis by all or substantially all of the assets of AAM and each guarantor under the Collateral Agreement dated as of November 7, 2008, as amended and restated as of September 13, 2013.

On March 20, 2013, we terminated our class C loan facility of $72.8 million, which would have matured on June 30, 2013. Upon termination, we expensed $0.5 million of unamortized debt issuance costs related to the class C facility. We had been amortizing the debt issuance costs over the expected life of the borrowing.

The Amended Revolving Facility provides back-up liquidity for our foreign credit facilities. We intend to use the availability of long-term financing under the Amended Revolving Facility to refinance any current maturities related to such credit facilities that are not otherwise refinanced on a long-term basis in their local markets.

9.25% NOTES In 2009, we issued $425.0 million of 9.25% senior secured notes due 2017 (9.25% Notes). The notes were issued at a discount of $5.5 million. Net proceeds from these notes were used for the repayment of certain indebtedness.

In 2012 and 2011, we elected to exercise an option to redeem 10% of the original amount of our 9.25% Notes outstanding at a redemption price of 103% of the principal amount. This resulted in principal payments of $42.5 million and $1.3 million for the redemption premiums, as well as payments of accrued interest in both 2012 and 2011. We expensed $1.0 million in 2012 and $1.4 million in 2011 for the write-off of a proportional amount of unamortized debt discount and issuance costs related to this debt that we had been amortizing over the expected life of the borrowing.

Pursuant to the terms of our 9.25% Notes, in the fourth quarter of 2013, we voluntarily redeemed the remaining outstanding 9.25% Notes using the proceeds from the Term Facility and the issuance of the 5.125% Notes. This resulted in a principal payment of $340.0 million and $18.9 million for redemption premiums, as well as payments of accrued interest. We expensed $6.7 million in 2013 related to the write-off of the remaining unamortized debt discount and issuance costs related to our 9.25% Notes that we had been amortizing over the expected life of the borrowing.

7.875% NOTES In 2007, we issued $300.0 million of 7.875% senior unsecured notes due 2017 (7.875% Notes). Net proceeds from these notes were used for general corporate purposes, including payment of amounts outstanding under our revolving credit facility.

On March 1, 2013, in connection with a cash tender offer, we purchased $172.6 million aggregate principal amount of the 7.875% Notes, and paid accrued interest. Upon purchase, we expensed $5.2 million related to a tender premium, $0.1 million of professional fees and unamortized debt issuance costs of $1.2 million related to this debt. We had been amortizing the debt issuance costs over the expected life of the borrowing.

On March 15, 2013, we voluntarily redeemed the remaining 7.875% Notes outstanding. This resulted in a principal payment of $127.4 million, a payment of $3.3 million related to a redemption premium, as well as payment of accrued interest. Upon redemption, we expensed $0.9 million of unamortized debt issuance costs related to this debt. We had been amortizing the debt issuance costs over the expected life of the borrowing.

7.75% NOTES In 2011, we issued $200.0 million of 7.75% senior unsecured notes due 2019 (7.75% Notes). Net proceeds from these notes were used for general corporate purposes, including the repayment of certain amounts outstanding under our revolving credit facility. In 2011, we paid debt issuance costs of $5.0 million related to the 7.75% Notes.

6.625% NOTES In 2012, we issued $550.0 million of 6.625% senior unsecured notes due 2022 (6.625% Notes). Concurrent with the offering of the 6.625% Notes, we made a tender offer to purchase our 5.25% Notes, of which the aggregate principal amount then outstanding was $250.0 million. Net proceeds from the 6.625% Notes were used to fund the purchase of $137.8 million of the outstanding 5.25% Notes pursuant to the tender offer, certain pension obligations and for other general corporate purposes. We also used the net proceeds to fund the redemption of the remaining 5.25% Notes, including the payment of interest, and to redeem $42.5 million aggregate principal amount of our 9.25% Notes. We paid debt issuance costs of $8.9 million related to the 6.625% Notes in 2012.

6.25% NOTES In the first quarter of 2013, we issued $400.0 million of 6.25% senior unsecured notes due 2021 (6.25% Notes). Concurrent with the offering of the 6.25% Notes, we made a tender offer to purchase our 7.875% Notes, of which the aggregate principal amount outstanding at the time of the tender offer was $300.0 million. Net proceeds from the 6.25% Notes were used to fund the purchase pursuant to the tender offer and the subsequent redemption of the remaining 7.875% Notes and for other general corporate purposes. We paid debt issuance costs of $6.6 million in 2013 related to the 6.25% Notes.

5.125% NOTES In the fourth quarter of 2013, we issued $200.0 million of 5.125% senior unsecured notes due 2019 (5.125% Notes). Net proceeds from the 5.125% Notes were used to redeem the remaining $190.0 million outstanding under our 9.25% Notes. We paid debt issuance costs of $3.1 million in 2013 related to the 5.125% Notes.

LEASES We lease certain facilities under capital leases expiring at various dates. The gross asset cost of our capital leases was $6.7 million at both December 31, 2013 and December 31, 2012. The net book value included in property, plant and equipment, net on the balance sheet was $5.3 million and $5.6 million at December 31, 2013 and 2012, respectively. The weighted-average interest rate on these capital lease obligations at December 31, 2013 was 8.9%.

We also lease certain manufacturing machinery and equipment, commercial office and production facilities, vehicles and other assets under operating leases expiring at various dates. In 2013 and 2012, we entered into various sale-leaseback transactions for equipment to be used in production starting in 2013. We received proceeds of $24.1 million and $12.1 million in 2013 and 2012, respectively, as a result of these transactions. Future minimum payments under noncancelable operating leases are as follows: $19.6 million in 2014, $17.4 million in 2015, $15.5 million in 2016, $13.6 million in 2017 and $6.8 million in 2018. Our total expense relating to operating leases was $17.6 million, $9.0 million and $6.8 million in 2013, 2012 and 2011, respectively. This includes a reduction to cost of goods sold of $0.5 million related to the purchase of previously idled leased assets in 2011.

FOREIGN CREDIT FACILITIES We utilize local currency credit facilities to finance the operations of certain foreign subsidiaries. These credit facilities, some of which are guaranteed by Holdings and/or AAM, Inc., expire at various dates through July 2019. At December 31, 2013, $53.8 million was outstanding under these facilities and an additional $56.7 million was available.

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



2014	$	36.8
2015	21.1
2016	17.2
2017	19.1
2018	109.2
Thereafter	1,355.7
Total	$	1,559.1

INTEREST EXPENSE AND INVESTMENT INCOME Interest expense was $115.9 million in 2013, $101.6 million in 2012 and $83.9 million in 2011. The increases in interest expense in 2013 as compared to 2012, and 2012 as compared to 2011, reflect higher average outstanding borrowings year over year. We capitalized interest of $6.6 million in 2013, $8.2 million in 2012 and $8.3 million in 2011. The weighted-average interest rate of our long-term debt outstanding at December 31, 2013 was 6.3% as compared to 7.9% and 8.0% at December 31, 2012 and 2011, respectively. The amount of accrued interest included in other accrued expenses on our Consolidated Balance Sheet was $19.9 million and $35.1 million as of December 31, 2013 and 2012, respectively.

Investment income was $0.6 million in both 2013 and 2012 and $1.2 million in 2011. Investment income includes interest and dividends earned on cash and cash equivalents and realized and unrealized gains and losses on our short-term investments during the period.