Form 10-Q AMERICAN AXLE & MANUFACT For: Mar 31

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May 4, 2018 2:16 PM EDT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2018

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____________ to _____________

Commission File Number: 1-14303

_______________________________________________________________________________

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)



	Delaware		38-3161171
	(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

	One Dauch Drive, Detroit, Michigan		48211-1198
	(Address of Principal Executive Offices)		(Zip Code)

(313) 758-2000

(Registrant's Telephone Number, Including Area Code)

_______________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Emerging growth company o (Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of May 1, 2018, the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 111,658,423 shares.

Internet Website Access to Reports

The website for American Axle & Manufacturing Holdings, Inc. is www.aam.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2018

TABLE OF CONTENTS



			Page Number

FORWARD-LOOKING STATEMENTS			1

Part I		FINANCIAL INFORMATION	2

	Item 1	Financial Statements	2
		Condensed Consolidated Statements of Income	2
		Condensed Consolidated Statements of Comprehensive Income	3
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6

	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	38

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	46

	Item 4	Controls and Procedures	46

Part II		OTHER INFORMATION	47

	Item 1A	Risk Factors	47

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	47

	Item 6	Exhibits	48

		Signatures	49

		Ex. 10.1 Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan
		Ex. 10.2 Form of Performance Share Award Agreement (Free Cash Flow) for Executive Officers under the 2012 Omnibus Incentive Plan
		Ex. 10.3 Form of Restricted Stock Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan
		Ex. 31.1 Certification - CEO - Rule 13a-14(a)
		Ex. 31.2 Certification - CFO - Rule 13a-14(a)
		Ex. 32 Section 906 Certifications
		Ex. 101 Instance Document
		Ex. 101 Schema Document
		Ex. 101 Calculation Linkbase Document
		Ex. 101 Label Linkbase Document
		Ex. 101 Presentation Linkbase Document
		Ex. 101 Definition Linkbase Document

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (Quarterly Report), we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:


•	reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;


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


•	our ability to respond to changes in technology, increased competition or pricing pressures;


•	our ability to develop and produce new products that reflect market demand;


•	lower-than-anticipated market acceptance of new or existing products;


•	our ability to attract new customers and programs for new products;


•	risks inherent in our global operations (including adverse changes in trade agreements, such as NAFTA, tariffs, 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;


•	our ability to successfully integrate the business and information systems of Metaldyne Performance Group, Inc. (MPG) and to realize the anticipated benefits of the merger;


•	risks related to disruptions to ongoing business operations as a result of the merger with MPG, including disruptions to management time;


•	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;


•	negative or unexpected tax consequences;


•	liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;


•	our ability to achieve the level of cost reductions required to sustain global cost competitiveness;


•	supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;


•	our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;


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


•	our ability to maintain satisfactory labor relations and avoid work stoppages;


•	our suppliers', our customers' and their suppliers' 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 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended
	March 31,
	2018			2017
	(in millions, except per share data)

Net sales	$	1,858.4		$	1,049.9

Cost of goods sold	1,542.1			839.2

Gross profit	316.3			210.7

Selling, general and administrative expenses	97.3			81.2

Amortization of intangible assets	24.9			1.6

Restructuring and acquisition-related costs	18.3			16.0

Operating income	175.8			111.9

Interest expense	(53.2		)	(25.5		)

Investment income	0.5			0.6

Other income (expense)
Debt refinancing and redemption costs	(10.3		)	—
Other expense, net	(5.4		)	(1.1		)

Income before income taxes	107.4			85.9

Income tax expense	17.9			7.5

Net income	$	89.5		$	78.4

Net income attributable to noncontrolling interests	(0.1		)	—

Net income attributable to AAM	$	89.4		$	78.4

Basic earnings per share	$	0.78		$	1.00

Diluted earnings per share	$	0.78		$	0.99

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Net income	$	89.5		$	78.4

Other comprehensive income (loss)
Defined benefit plans, net of tax ^(a)	1.3			(0.3		)
Foreign currency translation adjustments	37.9			11.9
Changes in cash flow hedges, net of tax ^(b)	15.1			15.5
Other comprehensive income	54.3			27.1

Comprehensive income	$	143.8		$	105.5

Net income attributable to noncontrolling interests	(0.1		)	—

Comprehensive income attributable to AAM	$	143.7		$	105.5



(a)	Amounts are net of tax of $(0.4) million for the three months ended March 31, 2018, and $0.2 million for the three months ended March 31, 2017, respectively.
(b)	Amounts are net of tax of $(1.1) million for the three months ended March 31, 2018.

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



	March 31, 2018			December 31, 2017
	(Unaudited)
Assets	(in millions)
Current assets
Cash and cash equivalents	$	340.7		$	376.8
Accounts receivable, net	1,238.2			1,035.9
Inventories, net	403.3			392.0
Prepaid expenses and other	172.9			140.3
Total current assets	2,155.1			1,945.0

Property, plant and equipment, net	2,491.9			2,402.9
Deferred income taxes	38.1			37.1
Goodwill	1,669.1			1,654.3
Intangible assets, net	1,188.8			1,212.5
GM postretirement cost sharing asset	250.3			252.2
Other assets and deferred charges	379.0			378.8
Total assets	$	8,172.3		$	7,882.8

Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	31.8		$	5.9
Accounts payable	924.5			799.0
Accrued compensation and benefits	158.9			200.0
Deferred revenue	34.0			34.1
Accrued expenses and other	200.7			177.4
Total current liabilities	1,349.9			1,216.4

Long-term debt, net	3,986.2			3,969.3
Deferred revenue	77.6			78.8
Deferred income taxes	119.2			101.7
Postretirement benefits and other long-term liabilities	953.4			976.6
Total liabilities	6,486.3			6,342.8

Stockholders' equity
Common stock, par value $0.01 per share; 150.0 million shares authorized;
118.8 million shares issued as of March 31, 2018 and 118.2 million shares issued as of December 31, 2017	1.2			1.2
Paid-in capital	1,271.2			1,264.6
Retained earnings	850.4			761.0
Treasury stock at cost, 7.1 million shares as of March 31, 2018 and 6.9 million shares as of December 31, 2017	(201.6		)	(198.1		)
Accumulated other comprehensive income (loss)
Defined benefit plans, net of tax	(250.7		)	(252.0		)
Foreign currency translation adjustments	3.8			(34.1		)
Unrecognized income (loss) on cash flow hedges, net of tax	8.5			(6.6		)
Total AAM stockholders' equity	1,682.8			1,536.0
Noncontrolling interests in subsidiaries	3.2			4.0
Total stockholders' equity	1,686.0			1,540.0
Total liabilities and stockholders' equity	$	8,172.3		$	7,882.8

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Operating activities
Net income	$	89.5		$	78.4
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	127.8			56.2
Deferred income taxes	13.4			(5.4		)
Stock-based compensation	6.7			5.5
Pensions and other postretirement benefits, net of contributions	1.6			(1.7		)
Loss on disposal of property, plant and equipment, net	0.4			0.5
Debt refinancing and redemption costs	10.3			—
Changes in operating assets and liabilities, net of amounts acquired
Accounts receivable	(191.0		)	(137.6		)
Inventories	(8.7		)	3.0
Accounts payable and accrued expenses	60.8			91.8
Deferred revenue	(2.1		)	1.8
Other assets and liabilities	(41.8		)	(30.2		)
Net cash provided by operating activities	66.9			62.3

Investing activities
Purchases of property, plant and equipment	(130.8		)	(34.9		)
Proceeds from sale of property, plant and equipment	0.4			0.8
Purchase buyouts of leased equipment	(0.5		)	(2.3		)
Proceeds from sale of business, net	—			5.9
Acquisition of business, net of cash acquired	(1.3		)	(144.1		)
Net cash used in investing activities	(132.2		)	(174.6		)

Financing activities
Payments of long-term debt and capital lease obligations	(396.9		)	(10.2		)
Proceeds from issuance of long-term debt	431.4			1,209.4
Debt issuance costs	(6.8		)	(21.2		)
Purchase of noncontrolling interest	(0.9		)	—
Purchase of treasury stock	(3.5		)	(5.2		)
Net cash provided by financing activities	23.3			1,172.8

Effect of exchange rate changes on cash	5.9			1.7

Net increase (decrease) in cash and cash equivalents	(36.1		)	1,062.2

Cash and cash equivalents at beginning of period	376.8			481.2

Cash and cash equivalents at end of period	$	340.7		$	1,543.4

Supplemental cash flow information
Interest paid	$	27.2		$	17.9
Income taxes paid, net of refunds	$	11.2		$	4.7

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

(Unaudited)


1.	ORGANIZATION AND BASIS OF PRESENTATION

Organization We are a global Tier I supplier to the automotive, commercial and industrial markets. We design, engineer, validate and manufacture driveline, metal forming, powertrain and casting products, employing over 25,000 associates, operating at more than 90 facilities in 17 countries, to support our customers on global and regional platforms with a continued focus on delivering operational excellence, technology leadership and quality.

Basis of Presentation We have prepared the accompanying interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934. These condensed consolidated financial statements are unaudited but include all normal recurring adjustments, which we consider necessary for a fair presentation of the information set forth herein. Results of operations for the periods presented are not necessarily indicative of the results for the full fiscal year.

The balance sheet at December 31, 2017 presented herein has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete consolidated financial statements.

In order to prepare the accompanying interim condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts and disclosures in our interim condensed consolidated financial statements. Actual results could differ from those estimates.

For further information, refer to the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2017.

Effect of New Accounting Standards

Accounting Standards Update 2018-02

On February 14, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-02 - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220). ASU 2018-02 allows companies the option to reclassify disproportionate tax effects in accumulated other comprehensive income (AOCI) caused by the 2017 Tax Cuts and Jobs Act, also known as stranded tax effects, to retained earnings. ASU 2018-02 also requires expanded disclosures related to disproportionate income tax effects from AOCI, some of which are applicable to all companies regardless of whether the option to reclassify the stranded tax effects is exercised. This guidance becomes effective at the beginning of our 2019 fiscal year, however early adoption is permitted for financial statements which have not yet been issued. We are currently assessing the impact that this standard will have on our consolidated financial statements.

Accounting Standards Update 2017-04

On January 26, 2017, the FASB issued ASU 2017-04 - Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination, or what is referred to under existing guidance as "Step 2." Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance becomes effective at the beginning of our 2020 fiscal year and early adoption is permitted. The guidance requires a prospective transition method. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements, however, goodwill could be more susceptible to impairment in periods subsequent to adoption.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accounting Standards Update 2016-02

On February 25, 2016, the FASB issued ASU 2016-02 - Leases (Topic 842), which supersedes the existing lease accounting guidance and establishes new criteria for recognizing lease assets and liabilities. The most significant impact of the update, to AAM, is that a lessee will be required to recognize a "right-of-use" asset and lease liability for operating lease agreements that were not previously included on the balance sheet under the existing lease guidance. A lessee will be permitted to make a policy election, excluding recognition of the right-of-use asset and associated liability for lease terms of 12 months or less. Expense recognition in the statement of income along with cash flow statement classification for both financing (capital) and operating leases under the new standard will not be significantly changed from existing lease guidance. This guidance becomes effective for AAM at the beginning of our 2019 fiscal year and requires transition under a modified retrospective method. We are currently assessing the impact that this standard will have on our consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.	REVENUE FROM CONTRACTS WITH CUSTOMERS

On January 1, 2018, we adopted new accounting guidance under Accounting Standards Codification Topic 606 (ASC 606) Revenue from Contracts with Customers. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most existing revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have elected to adopt this guidance utilizing the modified retrospective transition method, which requires a one-time adjustment to opening retained earnings for the cumulative impact of adopting the new guidance. No adjustment to retained earnings was required as of January 1, 2018 as there was no impact to previously reported revenue or expenses associated with adopting ASC 606.

We are obligated under our contracts with customers to manufacture and supply products for use in our customers’ operations. We satisfy these performance obligations at the point in time that the customer obtains control of the products, which is the point in time that the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the products. This typically occurs upon shipment to the customer in accordance with purchase orders and delivery releases issued by our customers. There is significant judgment involved in determining when the customer obtains control of the products and we have utilized the following indicators of control in our assessment:

•We have the present right to payment for the asset;

•The customer has legal title to the asset;

•We have transferred physical possession of the asset;

•The customer has the significant risks and rewards of ownership of the asset; and

•The customer has accepted the asset.

Our product offerings by segment are as follows:


•	Driveline products consist primarily of axles, driveshafts, power transfer units, rear drive modules, transfer cases, and electric and hybrid driveline products and systems for light trucks, SUVs, crossover vehicles, passenger cars and commercial vehicles;


•	Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential gears, transmission gears, and suspension components for Original Equipment Manufacturers and Tier 1 automotive suppliers;


•	The Powertrain segment products consist primarily of transmission module and differential assemblies, transmission valve bodies, connecting rod forging and assemblies, torsional vibration dampers, and variable valve timing products for Original Equipment Manufacturers and Tier I automotive suppliers; and


•	The Casting segment produces both thin wall castings and high strength ductile iron castings, as well as differential cases, steering knuckles, control arms, brackets, and turbo charger housings for the global light vehicle, commercial and industrial markets.

Our contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Trade accounts receivable from our customers are generally due approximately 50 days from the date our customers receive our product. Our contracts typically do not contain variable consideration as the contracts include stated prices. We provide our customers with assurance type warranties, which are not separate performance obligations and are outside the scope of ASC 606. Refer to Note 11 - Product Warranties for further information.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Disaggregation of Net Sales

Net sales recognized from contracts with customers, disaggregated by segment and geographical location, are presented in the following table for the three months ended March 31, 2018 and 2017. Net sales are attributed to regions based on the location of production. Intersegment sales have been excluded from the table.



	Three Months Ended March 31, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	885.3	$	216.3	$	199.2	$	209.8	$	1,510.6
Asia	122.8		1.4		31.1		—		155.3
Europe	29.0		73.4		55.9		—		158.3
South America	33.3		—		0.9		—		34.2
Total	$	1,070.4	$	291.1	$	287.1	$	209.8	$	1,858.4

	Three Months Ended March 31, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	865.2	$	51.1	$	—	$	—	$	916.3
Asia	85.5		—		—		—		85.5
Europe	20.7		—		—		—		20.7
South America	27.4		—		—		—		27.4
Total	$	998.8	$	51.1	$	—	$	—	$	1,049.9

Contract Assets and Liabilities

The following table summarizes our beginning and ending balances for accounts receivable and contract liabilities associated with our contracts with customers:




	Accounts Receivable, Net		Contract Liabilities (Current)			Contract Liabilities (Long-term)
December 31, 2017	$	1,035.9	$	34.1		$	78.8
March 31, 2018	1,238.2		34.0			77.6
Increase/(decrease)	$	202.3	$	(0.1	)	$	(1.2	)

Contract liabilities relate to deferred revenue associated with cash receipts from our customers for various settlements and commercial agreements for which we have a future performance obligation to the customer. We recognize this deferred revenue into revenue over the life of the associated program as we satisfy our performance obligations to the customer. We do not have contract assets as defined in ASC 606.

For the three months ended March 31, 2018, we recognized contract liabilities of $6.7 million, all of which have been recorded in our Condensed Consolidated Balance Sheet as long-term deferred revenue. During this period, we also amortized $8.0 million of previously recorded contract liabilities into revenue as we satisfied performance obligations with our customers.

Sales and Other Taxes

ASC 606 provides a practical expedient that allows companies to exclude from the transaction price any amounts collected from customers for all sales (and other similar) taxes. We do not include sales and other taxes in our transaction price and thus do not recognize these amounts as revenue.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.	RESTRUCTURING AND ACQUISITION-RELATED COSTS

In 2016, AAM initiated actions under a global restructuring program focused on creating a more streamlined organization in addition to reducing our cost structure and preparing for acquisition integration activities. A summary of this activity for the first three months of 2018 and 2017 is shown below:



	Severance Charges			Implementation Costs			Total
	(in millions)
Accrual as of December 31, 2016	$	0.6		$	9.2		$	9.8
Charges	1.2			5.6			6.8
Cash utilization	(1.1		)	(1.5		)	(2.6		)
Accrual as of March 31, 2017	$	0.7		$	13.3		$	14.0

Accrual as of December 31, 2017	$	0.3		$	—		$	0.3
Charges	0.2			3.9			4.1
Cash utilization	(0.4		)	(0.5		)	(0.9		)
Accrual as of March 31, 2018	$	0.1		$	3.4		$	3.5

As part of our restructuring actions, we incurred severance charges of approximately $0.2 million and $1.2 million, as well as implementation costs, including professional expenses, of approximately $3.9 million and $5.6 million, during the three months ended March 31, 2018 and 2017, respectively. Since the inception of our global restructuring program, we have incurred severance charges totaling $2.8 million and implementation costs totaling $28.0 million. We expect to incur $10 to $20 million of additional charges under our global restructuring program in 2018.

In 2017, we completed the acquisitions of Metaldyne Performance Group, Inc. (MPG) and USM Mexico Manufacturing LLC (USM Mexico). During the three months ended March 31, 2018, we incurred the following charges related to these acquisitions:



	Acquisition-Related Costs		Integration Expenses		Total
	(in millions)
Charges	$	1.1	$	13.1	$	14.2

Total restructuring and acquisition-related charges					$	18.3

Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred. Integration expenses reflect costs incurred for information technology systems, ongoing operational activities, and consulting fees incurred in conjunction with the acquisitions. Total charges associated with our global restructuring program and acquisition-related charges of $18.3 million are shown on a separate line item titled "Restructuring and Acquisition-Related Costs" in our Condensed Consolidated Statement of Income for the three months ended March 31, 2018.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.	BUSINESS COMBINATIONS

Acquisition of MPG

On April 6, 2017, AAM completed its acquisition of 100% of the equity interests of MPG for a total purchase price of approximately $1.5 billion plus the assumption of approximately $1.7 billion in net debt (comprised of approximately $1.9 billion in debt less approximately $0.2 billion of MPG cash and cash equivalents). Under the terms of the agreement and plan of merger (Merger Agreement), each share of MPG common stock (other than MPG excluded shares as defined in the Merger Agreement) was converted into the right to receive (a) $13.50 in cash, without interest, and (b) 0.5 of a share of AAM common stock (Merger Consideration). Further, MPG stock options outstanding immediately prior to the effective time of the merger were accelerated and holders of the stock options received the Merger Consideration less the per share exercise price of the MPG stock options. All MPG restricted shares and restricted stock unit awards outstanding under an MPG equity plan were also accelerated and each holder thereof received the Merger Consideration for each restricted share or restricted stock unit award of MPG common stock.

MPG provides highly-engineered components for use in powertrain and safety-critical platforms for the global light, commercial and industrial markets. MPG produces these components using complex metal-forming manufacturing technologies and processes for a global customer base of OEMs and Tier I suppliers, which help their customers meet fuel economy, performance and safety standards. Our acquisition of MPG contributes significantly to diversifying our global customer base and end markets, while also allowing us to expand our presence as a global Tier I supplier to the commercial and industrial markets, in addition to our existing presence as a global Tier I supplier to the automotive industry.

The aggregate cash consideration for the acquisition of MPG was financed using (i) net proceeds from the issuance in March 2017 by AAM of $1.2 billion of new senior notes consisting of $700.0 million aggregate principal amount of 6.25% senior notes due 2025, and $500.0 million aggregate principal amount of 6.50% senior notes due 2027, and on April 6, 2017: (ii) borrowings by AAM of $100.0 million under a term loan that matures in 2022, (iii) borrowings by AAM of $1.55 billion under a term loan that matures in 2024, and (iv) cash on hand.

The acquisition of MPG was accounted for under the acquisition method under ASC 805 with the purchase price allocated to the identifiable assets and liabilities of the acquired company based on the respective fair values of the assets and liabilities.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following represents the fair values of the assets acquired and liabilities assumed resulting from the acquisition, as well as the calculation of goodwill:



(in millions)	April 6, 2017
Cash consideration	$	953.5
Share consideration	576.7
Total consideration transferred	$	1,530.2
Fair value of MPG noncontrolling interests	3.6
Total fair value of MPG	$	1,533.8

Cash and cash equivalents	$	202.1
Accounts receivable	403.1
Inventories	199.0
Prepaid expenses and other long-term assets	119.9
Property, plant and equipment	971.8
Intangible assets	1,223.1
Total assets acquired	$	3,119.0
Accounts payable	287.8
Accrued expenses and other	137.7
Deferred income tax liabilities	580.2
Debt	1,918.7
Postretirement benefits and other long-term liabilities	54.1
Net assets acquired	$	140.5
Goodwill	$	1,393.3

Under the guidance in ASC 805, estimated amounts that are designated as provisional may be adjusted during a period referred to as the "measurement period." The measurement period is a period not to exceed one year from the acquisition date during which we may adjust estimated or provisional amounts recorded during purchase accounting if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. Measurement period adjustments are recorded in the period identified with an offsetting entry to goodwill. Any adjustments to amounts recorded in purchase accounting that do not qualify as measurement period adjustments are included in earnings in the period identified.

We finalized the valuation of the assets and liabilities of MPG in the first quarter of 2018. In doing so, we made measurement period adjustments to reflect changes to facts and circumstances that existed as of the acquisition date, which resulted in a net increase in Goodwill of $0.9 million. These adjustments related to Property, plant and equipment, as well as the corresponding impact on Deferred income tax liabilities, as a result of customary post-closing reviews.

Goodwill resulting from the acquisition is primarily attributable to anticipated synergies and economies of scale from which we expect to benefit as a combined entity. None of the goodwill is deductible for tax purposes.

We recognized $1,223.1 million of amortizable intangible assets for customer platforms, customer relationships, developed technology and licensing agreements as a result of the acquisition of MPG. These intangible assets will be amortized over a period ranging from five to 17 years. The intangible assets were valued using primarily the relief from royalty method or the multi-period excess earnings method, both of which utilize significant unobservable inputs. These inputs are defined in the fair value hierarchy as Level 3 inputs, which require management to make estimates and assumptions regarding certain financial measures using forecasted or projected information.

AAM had an existing accounts payable balance of $12.4 million with MPG as of the date of acquisition. As a result of the acquisition, this pre-existing accounts payable balance was settled and AAM accounted for this settlement separately from the acquisition. This resulted in a $12.4 million reduction in the purchase price.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Included in net sales and net income attributable to AAM for the period January 1, 2018 through March 31, 2018 was approximately $738 million and $40 million, respectively, attributable to MPG.

Unaudited Pro Forma Financial Information

Unaudited pro forma net sales for AAM, on a combined basis with MPG for the three months ended March 31, 2017 were approximately $1.8 billion, excluding MPG sales to AAM during this period. Unaudited pro forma net income for the three months ended March 31, 2017 was approximately $95 million. Unaudited pro forma earnings per share for the three months ended March 31, 2017 were approximately $0.83 per share.

The pro forma net income amount for the three months ended March 31, 2017 has been adjusted by approximately $20 million, net of tax, for acquisition-related costs reclassified from 2017 to 2016 as we are required to disclose the pro forma amounts as if our acquisition of MPG had been completed on January 1, 2016. The disclosure of unaudited pro forma net sales and earnings is for informational purposes only and does not purport to indicate the results that would actually have been obtained had the merger been completed on the assumed date for the periods presented, or which may be realized in the future.

Acquisition of USM Mexico

On March 1, 2017, AAM completed the acquisition of 100% of USM Mexico, a former subsidiary of U.S. Manufacturing Corporation (USM). The purchase price was funded with available cash and the acquisition was accounted for under the acquisition method.

USM Mexico includes USM's operations in Guanajuato, Mexico, which has historically been one of the largest suppliers to AAM's Guanajuato Manufacturing Complex. This acquisition allows AAM to vertically integrate the supply chain and helps ensure continuity of supply for certain parts to our largest manufacturing facility.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following represents the fair value of the assets acquired and liabilities assumed resulting from the acquisition, as well as the calculation of goodwill:



(in millions)	March 1, 2017
Contractual purchase price	$	162.5
Adjustment to contractual purchase price for working capital settlement	2.5
Adjustment to contractual purchase price for capital equipment	4.9
Adjustment to contractual purchase price for settlement of existing accounts payable balance	(22.8		)
Cash acquired	(0.5		)
Adjusted purchase price, net of cash acquired	$	146.6
Accounts receivable	1.1
Inventories	4.8
Prepaid expenses and other	3.6
Property, plant and equipment	38.4
Intangible assets	31.7
Total assets acquired	$	79.6
Accounts payable	10.8
Accrued expenses and other	2.7
Deferred income tax liabilities	1.2
Net assets acquired	$	64.9
Goodwill	$	81.7

The purchase agreement specified a period of time subsequent to the acquisition date for calculating the final working capital amount of USM Mexico as of the acquisition date, which was finalized in the first quarter of 2018. None of the goodwill is deductible for tax purposes.

AAM had an existing accounts payable balance of $22.8 million with USM Mexico as of the date of acquisition. As a result of the acquisition, this pre-existing accounts payable balance was settled and AAM accounted for this settlement separately from the acquisition. This resulted in a $22.8 million reduction in the purchase price.

The operating results of USM Mexico were insignificant to AAM's Condensed Consolidated Statement of Income for the three months ended March 31, 2018. Further, we have not included pro forma revenue and earnings for the three months ended March 31, 2017 as the inclusion of USM Mexico would be insignificant to AAM's consolidated results for this period.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill The following table provides a reconciliation of changes in goodwill for the three months ended March 31, 2018:



	Driveline			Metal Forming		Powertrain		Casting		Consolidated
	(in millions)
Balance as of December 31, 2017	$	211.1		$	558.9	$	478.8	$	405.5	$	1,654.3
Acquisition of MPG	—			0.9		—		—		0.9
Acquisition of USM Mexico	1.3			—		—		—		1.3
Foreign currency translation	(0.2		)	4.7		8.1		—		12.6
Balance as of March 31, 2018	$	212.2		$	564.5	$	486.9	$	405.5	$	1,669.1

Intangible Assets The following table provides a reconciliation of the gross carrying amount and associated accumulated amortization for AAM's total intangible assets, which are all subject to amortization:



	March 31,							December 31,
	2018							2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Capitalized computer software	$	36.8	$	(15.7	)	$	21.1	$	35.6	$	(14.3	)	$	21.3
e-AAM in-process research and development	5.8		(0.2		)	5.6		5.9		—			5.9
Customer platforms	952.2		(70.5		)	881.7		952.2		(52.9		)	899.3
Customer relationships	151.8		(9.9		)	141.9		151.8		(7.3		)	144.5
Technology and other	150.8		(12.3		)	138.5		150.8		(9.3		)	141.5
Total	$	1,297.4	$	(108.6	)	$	1,188.8	$	1,296.3	$	(83.8	)	$	1,212.5

Amortization expense for these intangible assets was $24.9 million for the three months ended March 31, 2018, and $1.6 million for the three months ended March 31, 2017. Estimated amortization expense for each of the years 2018 through 2022 is approximately $100 million.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.	INVENTORIES

We state our inventories at the lower of cost or net realizable value. The cost of our inventories is determined using the first-in first-out method. When we determine that our gross inventories exceed usage requirements, or if inventories become obsolete or otherwise not saleable, we record a provision for such loss as a component of our inventory accounts.

Inventories consist of the following:



	March 31, 2018			December 31, 2017
	(in millions)

Raw materials and work-in-progress	$	337.0		$	319.7
Finished goods	84.6			89.6
Gross inventories	421.6			409.3
Inventory valuation reserves	(18.3		)	(17.3		)
Inventories, net	$	403.3		$	392.0

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.	LONG-TERM DEBT

Long-term debt consists of the following:



	March 31, 2018		December 31, 2017
	(in millions)

Revolving Credit Facility	$	—	$	—
Term Loan A Facility	92.5		92.5
Term Loan B Facility	1,526.8		1,526.8
7.75% Notes due 2019	200.0		200.0
6.625% Notes due 2022	550.0		550.0
6.50% Notes due 2027	500.0		500.0
6.25% Notes due 2026	400.0		—
6.25% Notes due 2025	700.0		700.0
6.25% Notes due 2021	16.9		400.0
Foreign credit facilities	81.2		53.2
Capital lease obligations	27.5		28.3
Total debt	4,094.9		4,050.8
Less: Current portion of long-term debt	31.8		5.9
Long-term debt	4,063.1		4,044.9
Less: Debt issuance costs	76.9		75.6
Long-term debt, net	$	3,986.2	$	3,969.3

Senior Secured Credit Facilities In 2017, Holdings and American Axle & Manufacturing, Inc. (AAM, Inc.) entered into a credit agreement (the Credit Agreement). In connection with the Credit Agreement, Holdings, AAM, Inc. and certain of their restricted subsidiaries entered into a Collateral Agreement and Guarantee Agreement with the financial institutions party thereto as collateral agent and administrative agent. Pursuant to the Credit Agreement, the lenders agreed to provide a $100.0 million term loan A facility (the Term Loan A Facility), a $1.55 billion term loan B facility (the Term Loan B Facility) and a $900 million multi-currency revolving credit facility (the Revolving Credit Facility, and together with the Term Loan A Facility and the Term Loan B Facility, the Senior Secured Credit Facilities). The proceeds of the Revolving Credit Facility are used for general corporate purposes.

As of March 31, 2018 we have prepaid $3.8 million of the outstanding principal on our Term Loan A Facility and $11.6 million of the outstanding principal on our Term Loan B Facility. These payments satisfy our obligation for principal payments under the Term Loan A Facility and Term Loan B Facility for the next three quarters. As a result, approximately $5 million related to the Term Loan A Facility and Term Loan B Facility is presented in the Current portion of long-term debt line item in our Condensed Consolidated Balance Sheet as of March 31, 2018.

At March 31, 2018, we had $865.3 million available under the Revolving Credit Facility. This availability reflects a reduction of $34.7 million for standby letters of credit issued against the facility.

The Senior Secured Credit Facilities provide back-up liquidity for our foreign credit facilities. We intend to use the availability of long-term financing under the Senior Secured Credit Facilities to refinance any current maturities related to such debt agreements that are not otherwise refinanced on a long-term basis in their local markets, except where otherwise reclassified to Current portion of long-term debt on our Condensed Consolidated Balance Sheet.

6.25% Notes due 2026 In March 2018, we issued $400.0 million in aggregate principal amount of 6.25% senior notes due 2026 (the 6.25% Notes due 2026). Proceeds from the 6.25% Notes due 2026 were used primarily to fund the tender offer for the 6.25% senior notes due 2021 (the 6.25% Notes due 2021) described below. We paid debt issuance costs of $6.6 million in the first three months of 2018 related to the 6.25% Notes due 2026.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Tender Offer of 6.25% Notes due 2021 Also in March 2018, we made a tender offer for our 6.25% Notes due 2021. Under this tender offer, we retired $383.1 million of the 6.25% Notes due 2021. During the first quarter of 2018, we expensed $2.5 million for the write-off of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and $7.8 million in tender premiums. We redeemed the remaining $16.9 million of the 6.25% Notes due 2021 in April 2018.

Foreign credit facilities We utilize local currency credit facilities to finance the operations of certain foreign subsidiaries. At March 31, 2018, $81.2 million was outstanding under our foreign credit facilities and an additional $135.8 million was available.

The weighted-average interest rate of our long-term debt outstanding was 5.8% at March 31, 2018 and 5.7% at December 31, 2017.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.	FAIR VALUE

Accounting Standards Codification 820 - Fair Value Measurement defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:


•	Level 1: Observable inputs such as quoted prices in active markets;


•	Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and


•	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Financial instruments The estimated fair value of our financial assets and liabilities that are recognized at fair value on a recurring basis, using available market information and other observable data, are as follows:



	March 31, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Input
	(in millions)
Balance Sheet Classification
Cash equivalents	$	88.0	$	88.0	$	72.8	$	72.8	Level 1
Prepaid expenses and other
Cash flow hedges - currency forward contracts	2.7		2.7		0.1		0.1		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	1.5		1.5		1.3		1.3		Level 2
Nondesignated - currency forward contracts	1.6		1.6		—		—		Level 2
Other assets and deferred charges
Cash flow hedges - currency forward contracts	2.2		2.2		0.2		0.2		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	4.5		4.5		0.9		0.9		Level 2
Accrued expenses and other
Cash flow hedges - currency forward contracts	1.2		1.2		6.0		6.0		Level 2
Nondesignated - currency forward contracts	—		—		2.8		2.8		Level 2
Postretirement benefits and other long-term liabilities
Cash flow hedges - currency forward contracts	—		—		2.6		2.6		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	—		—		0.3		0.3		Level 2

The carrying values of our cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. The carrying values of our borrowings under the foreign credit facilities approximate their fair value due to the frequent resetting of the interest rates. We estimated the fair value of the amounts outstanding on our debt using available market information and other observable data, to be as follows:

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



	March 31, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Input
	(in millions)

Revolving Credit Facility	$	—	$	—	$	—	$	—	Level 2
Term Loan A Facility	92.5		92.8		92.5		92.5		Level 2
Term Loan B Facility	1,526.8		1,533.0		1,526.8		1,528.7		Level 2
7.75% Notes due 2019	200.0		211.5		200.0		217.5		Level 2
6.625% Notes due 2022	550.0		567.9		550.0		570.2		Level 2
6.50% Notes due 2027	500.0		499.8		500.0		527.5		Level 2
6.25% Notes due 2026	400.0		397.4		—		—		Level 2
6.25% Notes due 2025	700.0		697.3		700.0		736.8		Level 2
6.25% Notes due 2021	16.9		17.2		400.0		410.0		Level 2

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.	DERIVATIVES

Our business and financial results are affected by fluctuations in world financial markets, including interest rates and currency exchange rates. Our hedging policy has been developed to manage these risks to an acceptable level based on management’s judgment of the appropriate trade-off between risk, opportunity and cost. We do not hold financial instruments for trading or speculative purposes.

On January 1, 2018, we early adopted new accounting guidance under Accounting Standards Update (ASU) 2017-12 - Targeted Improvements for Hedging Activities (Topic 815). ASU 2017-12 is intended to better align the risk management activities of a company with the company's financial reporting for hedging relationships. This guidance expands and refines several aspects of hedge accounting. The most applicable changes to AAM as a result of the new guidance are as follows: 1) the concept of risk component hedging is introduced in ASU 2017-12, which could allow us to hedge contractually specified components in a contract; 2) the guidance now allows entities to utilize a 31-day period in assessing whether the critical terms of a forecasted transaction match the maturity of the hedging derivative, which could allow for expanded use of hedging instruments for certain sales and purchases; and 3) we may now qualitatively assess hedge effectiveness on a quarterly basis when the facts and circumstances related to the hedging relationship have not changed significantly. The early adoption of this guidance did not have any impact on the measurement of our existing hedging relationships.

Currency derivative contracts From time to time, we use foreign currency forward and option contracts to reduce the effects of fluctuations in exchange rates relating to the Mexican Peso, Euro, Brazilian Real, British Pound Sterling, Thai Baht, Swedish Krona, Chinese Yuan, Polish Zloty and Indian Rupee. As of March 31, 2018, we have currency forward and option contracts outstanding with a notional amount of $192.1 million that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses into the fourth quarter of 2020 and other items into the fourth quarter of 2018.

Variable-to-fixed interest rate swap In the second quarter of 2017, we entered into a variable-to-fixed interest rate swap to reduce the variability of cash flows associated with interest payments on our variable rate debt. We have the following notional amounts hedged in relation to our variable-to-fixed interest rate swap: $750.0 million through May 2018, $600.0 million through May 2019, $450.0 million through May 2020 and $200.0 million through May 2021.

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



	Location	Gain (Loss) Reclassified						Total of Financial		Gain Expected
	of Gain (Loss)	During Three Months Ended						Statement		to be Reclassified
	Reclassified into	March 31,						Line Item		During the
	Net Income	2018			2017			2018		Next 12 Months
		(in millions)

Currency forward contracts	Cost of Goods Sold	$	(2.0	)	$	(2.8	)	$	1,542.1	$	1.6
Variable-to-fixed interest rate swap	Interest Expense	0.4			—			53.2		2.3

See Note 14 - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (AOCI) for amounts recognized in other comprehensive income (loss) during the three months ended March 31, 2018 and 2017.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the amount and location of gains recognized in the Condensed Consolidated Statements of Income for those derivative instruments not designated as hedging instruments under ASC 815:



		Gain Recognized During				Total of Financial
	Location of Gain	Three Months Ended				Statement Line
	Recognized in	March 31,				Item
	Net Income	2018		2017		2018
		(in millions)

Currency forward contracts	Cost of Goods Sold	$	4.0	$	3.5	$	1,542.1

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.	EMPLOYEE BENEFIT PLANS

In 2017, the FASB issued ASU 2017-07 - Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require that an employer disaggregate the service cost component from the other components of defined benefit pension cost and postretirement benefit cost (net benefit cost). The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. This guidance became effective January 1, 2018 and requires a retrospective transition method for the income statement classification of the net benefit cost components and a prospective transition method for the capitalization of the service cost component in assets.

Upon adoption of this guidance, we now include the components of net benefit cost other than service cost in Other income (expense) in our Condensed Consolidated Statements of Income. We have not retrospectively restated the Condensed Consolidated Statement of Income for the three months ended March 31, 2017 as the total of the components of net benefit cost other than service cost were immaterial for this period. For the three months ended March 31, 2018, the total of the components of net benefit cost other than service cost included in Other income (expense) was expense of $0.2 million, which excludes the curtailment shown in the table below. This curtailment was associated with a recent restructuring of certain benefit plans as a result of our integration of MPG and has been presented in the Restructuring and acquisition-related costs line item in our Condensed Consolidated Statement of Income for the three months ended March 31, 2018.

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



	Pension Benefits
	Three Months Ended
	March 31,
	2018			2017
	(in millions)

Service cost	$	1.1		$	0.8
Interest cost	6.9			6.8
Expected asset return	(11.5		)	(10.5		)
Amortized loss	2.2			1.7
Curtailment	3.2			—
Net periodic benefit cost (credit)	$	1.9		$	(1.2	)

	Other Postretirement Benefits
	Three Months Ended
	March 31,
	2018			2017
	(in millions)

Service cost	$	0.1		$	0.1
Interest cost	3.1			3.3
Amortized loss	0.2			0.2
Amortized prior service credit	(0.7		)	(0.7		)
Net periodic benefit cost	$	2.7		$	2.9

The noncurrent liabilities associated with our pension and other postretirement benefit plans are classified as postretirement benefits and other long-term liabilities on our Condensed Consolidated Balance Sheets. As of March 31, 2018 and December 31, 2017, we have a noncurrent pension liability of $132.4 million and $134.7 million, respectively. As of March 31, 2018 and December 31, 2017, we have a noncurrent other postretirement benefits liability of $582.2 million and $583.0 million, respectively.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Due to the availability of our pre-funded pension balances (previous contributions in excess of prior required pension contributions) related to certain of our U.S. pension plans, we expect our regulatory pension funding requirements in 2018 to be approximately $2 million. We expect our cash payments for other postretirement benefit obligations in 2018, net of GM cost sharing, to be approximately $17 million.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.	PRODUCT WARRANTIES

We record a liability for estimated warranty obligations at the dates our products are sold. These estimates are established using sales volumes and internal and external warranty data where there is no payment history and historical information about the average cost of warranty claims for customers with prior claims. We estimate our costs based on the contractual arrangements with our customers, existing customer warranty terms and internal and external warranty data, which includes a determination of our warranty claims and actions taken to improve product quality and minimize warranty claims. We continuously evaluate these estimates and our customers' administration of their warranty programs. We closely monitor actual warranty claim data and adjust the liability, as necessary, on a quarterly basis.

The following table provides a reconciliation of changes in the product warranty liability:



	Three Months Ended
	March 31,
	2018			2017
	(in millions)

Beginning balance	$	49.5		$	42.9
Accruals	4.3			5.5
Payments	(0.5		)	(0.9		)
Adjustment to prior period accruals	—			(0.2		)
Foreign currency translation	0.3			0.2
Ending balance	$	53.6		$	47.5

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


12.	INCOME TAXES

Tax Provision for the Three Months Ended March 31, 2018 and 2017

We are required to adjust our effective tax rate each quarter based on our estimated annual effective tax rate. We must also record the tax impact of certain discrete, unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

Income tax expense was $17.9 million for the three months ended March 31, 2018 as compared to $7.5 million for the three months ended March 31, 2017. Our effective income tax rate was 16.7% in the first quarter of 2018 as compared to 8.7% in the first quarter of 2017. The changes in income tax expense and effective income tax rate for the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, were the result of 1) a benefit recognized in the first quarter of 2017 in the U.S. as a result of an increase in forecasted annual interest expense attributable to the first quarter of 2017 resulting from the issuance of certain notes; and 2) a decrease in the proportionate share of income attributable to lower tax rate jurisdictions due primarily to the decrease in the U.S. statutory tax rate. These factors were partially offset by 1) the reduction in U.S. statutory tax rate as a result of the enactment of the 2017 Act; and 2) a benefit related to additional U.S. tax credits.

In comparison to the U.S. statutory rate, our income tax expense and effective income tax rate for the three months ended March 31, 2018 reflect the benefit associated with the additional U.S. tax credits, as well as the impact of favorable foreign tax rates.

Based on the protocol of finalizing audits and advance pricing agreements with the relevant tax authorities, it is not possible to estimate the timing or impact of changes, if any, to previously recorded uncertain tax positions. As of March 31, 2018 and December 31, 2017, we have recorded a liability for unrecognized income tax benefits and related interest and penalties of $55.4 million and $55.2 million, respectively. In 2018, we may finalize advance pricing agreements in a foreign jurisdiction, which could result in cash payments to the relevant tax authorities and a reduction of our liability for unrecognized tax benefits and related interest and penalties.

We do not expect the settlements will be materially different from what we have recorded in unrecognized tax benefits. We will continue to monitor the progress and conclusions of current and future audits and other communications with tax authorities and will adjust our estimated liability as necessary.

Tax Cuts and Jobs Act

On December 22, 2017, the Tax Cuts and Jobs Act (the 2017 Act) was enacted in the United States. The following is a summary of the key provisions of the 2017 Act:

•Reduces the U.S. federal statutory income tax rate for corporations from 35% to 21%


•	Requires companies to pay a one-time transition tax (Transition Tax) on certain foreign earnings for which U.S. income tax was previously deferred


•	Generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries


•	Requires a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations (GILTI)


•	Eliminates the corporate alternative minimum tax (AMT) and changes how existing AMT credits can be realized


•	Creates a new limitation on deductible net interest expense incurred by U.S. corporations


•	Allows for immediate expensing of certain capital investments in the U.S. for the period September 27, 2017 through December 31, 2022


•	Creates a new base erosion anti-abuse minimum tax (BEAT)


•	Allows for a current deduction for a portion of foreign derived intangible income (FDII)

Following the enactment of the 2017 Act, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) 118 to provide guidance on the accounting and reporting impacts of the 2017 Act. For the impact of changes resulting from the 2017 Act, under the guidance in SAB 118, we either 1) recorded an estimated provisional amount when the impact of the change could be reasonably estimated; or 2) continued to apply the accounting guidance that was in effect immediately

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

prior to the 2017 Act when the impact of the change could not be reasonably estimated. For estimated provisional amounts recorded, there is a measurement period of no longer than one year during which we should adjust those amounts as additional information becomes available.

In connection with our preliminary analysis of the impacts of the 2017 Act, we recorded estimates in 2017 related to the remeasurement of our net deferred tax liabilities as a result of the change in tax rate, a reduction of a previously recorded deferred tax liability on certain foreign earnings, and estimated expense related to the Transition Tax.

These estimates were based on information available at the time and, in accordance with the guidance in SAB 118, we designated these amounts as provisional. As such, these amounts are subject to adjustment as we obtain additional information and complete our analysis. The additional information required is as follows:

Reduction of U.S. federal corporate tax rate: While we were able to make a reasonable estimate in 2017 of the impact of the reduction in the corporate tax rate, the final impact may be affected by other elements related to the 2017 Act including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences.

Transition Tax: In order to finalize the impact of the Transition Tax, we must determine, in addition to other factors, the amount of earnings of certain foreign subsidiaries, as well as the amount of non-U.S. income taxes paid on these earnings. In 2017, we were able to make a reasonable estimate, however, we are continuing to gather information to more precisely calculate the Transition Tax.

For the three months ended March 31, 2018, we did not record any adjustments to these provisional amounts as we did not obtain sufficient information to adjust the estimates previously recorded.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


13.	EARNINGS PER SHARE (EPS)

We present earnings per share using the two-class method. This method allocates undistributed earnings between common shares and non-vested share based payment awards that entitle the holder to non-forfeitable dividend rights. Our participating securities include non-vested restricted stock units.

The following table sets forth the computation of our basic and diluted EPS available to shareholders of common stock (excluding participating securities):



	Three Months Ended
	March 31,
	2018			2017
	(in millions, except per share data)
Numerator
Net income attributable to AAM	$	89.4		$	78.4
Less: Net income attributable to participating securities	(2.2		)	(1.9		)
Net income attributable to common shareholders - Basic and Dilutive	$	87.2		$	76.5

Denominators
Basic common shares outstanding -
Weighted-average shares outstanding	114.2			78.5
Less: Participating securities	(2.8		)	(1.9		)
Weighted-average common shares outstanding	111.4			76.6

Effect of dilutive securities -
Dilutive stock-based compensation	0.5			0.4

Diluted shares outstanding -
Adjusted weighted-average shares after assumed conversions	111.9			77.0

Basic EPS	$	0.78		$	1.00

Diluted EPS	$	0.78		$	0.99

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


14.	RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

Reclassification adjustments and other activity impacting accumulated other comprehensive income (loss) during the three months ended March 31, 2018 and March 31, 2017 are as follows (in millions):



	Defined Benefit Plans				Foreign Currency Translation Adjustments			Unrecognized Gain (Loss) on Cash Flow Hedges				Total
Balance at December 31, 2017	$	(252.0	)		$	(34.1	)	$	(6.6	)		$	(292.7	)

Other comprehensive income before reclassifications	—				37.9			14.6				52.5

Income tax effect of other comprehensive income before reclassifications	—				—			(1.1		)		(1.1		)

Amounts reclassified from accumulated other comprehensive loss	1.7			(a)	—			1.6			(b)	3.3

Income taxes reclassified into net income	(0.4		)		—			—				(0.4		)

Net current period other comprehensive income	1.3				37.9			15.1				54.3

Balance at March 31, 2018	$	(250.7	)		$	3.8		$	8.5			$	(238.4	)



	Defined Benefit Plans				Foreign Currency Translation Adjustments			Unrecognized Gain (Loss) on Cash Flow Hedges				Total
Balance at December 31, 2016	$	(243.5	)		$	(122.4	)	$	(23.7	)		$	(389.6	)

Other comprehensive income (loss) before reclassifications	(1.7		)		11.9			12.7				22.9

Income tax effect of other comprehensive loss before reclassifications	0.6				—			—				0.6

Amounts reclassified from accumulated other comprehensive loss	1.2			(a)	—			2.8			(b)	4.0

Income taxes reclassified into net income	(0.4		)		—			—				(0.4		)

Net current period other comprehensive income (loss)	(0.3		)		11.9			15.5				27.1

Balance at March 31, 2017	$	(243.8	)		$	(110.5	)	$	(8.2	)		$	(362.5	)



(a)	The amount reclassified from AOCI included $1.5 million in cost of goods sold (COGS) and $0.3 million in selling, general & administrative expenses (SG&A) for the three months ended March 31, 2018 and $1.4 million in COGS and $(0.2) million in SG&A for the three months ended March 31, 2017.

(b)	The amounts reclassified from AOCI included $2.0 million in COGS and $(0.4) million in interest expense for the three months ended March 31, 2018 and $2.8 million in COGS for the three months ended March 31, 2017.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


15.	SEGMENT REPORTING

Our business is organized into four business units, each representing a reportable segment under ASC 280 Segment Reporting. The four segments are Driveline, Metal Forming, Powertrain and Casting. The results of each segment are regularly reviewed by the chief operating decision maker to assess the performance of the segment and make decisions regarding the allocation of resources to the segments. Refer to Note 2 - Revenue from Contracts with Customers for a description of our product offerings by segment.

We use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. Segment Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization for our reportable segments, excluding the impact of restructuring and acquisition-related costs and debt refinancing and redemption costs. The following tables represent information by reportable segment for the three months ended March 31, 2018 and 2017:



	Three Months Ended March 31, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	1,070.6	$	397.0	$	291.9	$	239.0	$	1,998.5
Less: intersegment sales	0.2		105.9		4.8		29.2		140.1
Net external sales	$	1,070.4	$	291.1	$	287.1	$	209.8	$	1,858.4

Segment Adjusted EBITDA	$	170.0	$	75.3	$	50.1	$	21.6	$	317.0
	Three Months Ended March 31, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	999.3	$	150.0	$	—	$	—	$	1,149.3
Less: intersegment sales	0.5		98.9		—		—		99.4
Net external sales	$	998.8	$	51.1	$	—	$	—	$	1,049.9

Segment Adjusted EBITDA	$	153.2	$	30.4	$	—	$	—	$	183.6

The following table represents a reconciliation of Total Segment Adjusted EBITDA to consolidated income before income taxes for the three months ended March 31, 2018 and 2017.



	Three Months Ended March 31,
	2018			2017
Total Segment Adjusted EBITDA	$	317.0		$	183.6
Interest expense	(53.2		)	(25.5		)
Depreciation and amortization	(127.8		)	(56.2		)
Restructuring and acquisition-related costs	(18.3		)	(16.0		)
Debt refinancing and redemption costs	(10.3		)	—
Income before income taxes	$	107.4		$	85.9

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


16.	SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Holdings has no significant assets other than its 100% ownership in AAM, Inc. and Metaldyne Performance Group, Inc. (MPG Inc.), and no direct subsidiaries other than AAM, Inc. and MPG Inc. The 7.75% Notes, 6.625% Notes, 6.50% Notes, 6.25% Notes (due 2026), 6.25% Notes (due 2025), and 6.25% Notes (due 2021) are senior unsecured obligations of AAM, Inc.; all of which are fully and unconditionally guaranteed, on a joint and several basis, by Holdings and substantially all domestic subsidiaries of AAM, Inc. and MPG Inc.

These Condensed Consolidating Financial Statements are prepared under the equity method of accounting whereby the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiaries’ cumulative results of operations, capital contributions and distributions, and other equity changes.



Condensed Consolidating Statements of Income
Three Months Ended March 31,
(in millions)
	Holdings		AAM Inc.			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Elims			Consolidated
2018
Net sales
External	$	—	$	301.5		$	582.3	$	974.6		$	—		$	1,858.4
Intercompany	—		1.0			78.0		9.5			(88.5		)	—
Total net sales	—		302.5			660.3		984.1			(88.5		)	1,858.4
Cost of goods sold	—		278.2			576.8		775.6			(88.5		)	1,542.1
Gross profit	—		24.3			83.5		208.5			—			316.3
Selling, general and administrative expenses	—		59.8			21.9		15.6			—			97.3
Amortization of intangible assets	—		1.5			22.6		0.8			—			24.9
Restructuring and acquisition-related costs	—		16.3			1.1		0.9			—			18.3
Operating income (loss)	—		(53.3		)	37.9		191.2			—			175.8
Non-operating income (expense), net	—		(70.5		)	5.0		(2.9		)	—			(68.4		)
Income (loss) before income taxes	—		(123.8		)	42.9		188.3			—			107.4
Income tax expense	—		1.1			0.4		16.4			—			17.9
Earnings from equity in subsidiaries	89.4		67.2			40.5		—			(197.1		)	—
Net income (loss) before royalties	89.4		(57.7		)	83.0		171.9			(197.1		)	89.5
Royalties	—		84.2			1.0		(85.2		)	—			—
Net income after royalties	89.4		26.5			84.0		86.7			(197.1		)	89.5
Net income attributable to noncontrolling interests	—		—			—		(0.1		)	—			(0.1		)
Net income attributable to AAM	$	89.4	$	26.5		$	84.0	$	86.6		$	(197.1	)	$	89.4
Other comprehensive income, net of tax	54.3		25.6			35.1		43.7			(104.4		)	54.3
Comprehensive income attributable to AAM	$	143.7	$	52.1		$	119.1	$	130.3		$	(301.5	)	$	143.7

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




	Holdings		AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims			Consolidated
2017
Net sales
External	$	—	$	296.6		$	50.1		$	703.2		$	—		$	1,049.9
Intercompany	—		0.3			66.7			4.9			(71.9		)	—
Total net sales	—		296.9			116.8			708.1			(71.9		)	1,049.9
Cost of goods sold	—		277.2			94.9			539.0			(71.9		)	839.2
Gross profit	—		19.7			21.9			169.1			—			210.7
Selling, general and administrative expenses	—		72.5			—			8.7			—			81.2
Amortization of intangible assets	—		1.3			—			0.3			—			1.6
Restructuring and acquisition-related costs	—		15.3			—			0.7			—			16.0
Operating income (loss)	—		(69.4		)	21.9			159.4			—			111.9
Non-operating income (expense), net	—		(26.2		)	2.4			(2.2		)	—			(26.0		)
Income (loss) before income taxes	—		(95.6		)	24.3			157.2			—			85.9
Income tax expense (benefit)	—		(2.8		)	0.1			10.2			—			7.5
Earnings (loss) from equity in subsidiaries	78.4		91.6			(0.6		)	—			(169.4		)	—
Net income (loss) before royalties	78.4		(1.2		)	23.6			147.0			(169.4		)	78.4
Royalties	—		79.6			—			(79.6		)	—			—
Net income after royalties	78.4		78.4			23.6			67.4			(169.4		)	78.4
Net income attributable to noncontrolling interests	—		—			—			—			—			—
Net income attributable to AAM	$	78.4	$	78.4		$	23.6		$	67.4		$	(169.4	)	$	78.4
Other comprehensive income, net of tax	27.1		27.1			10.5			26.4			(64.0		)	27.1
Comprehensive income attributable to AAM	$	105.5	$	105.5		$	34.1		$	93.8		$	(233.4	)	$	105.5

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Condensed Consolidating Balance Sheets
(in millions)
	Holdings		AAM Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elims			Consolidated
March 31, 2018
Assets
Current assets
Cash and cash equivalents	$	—	$	115.4	$	0.3	$	225.0	$	—		$	340.7
Accounts receivable, net	—		184.1		360.2		693.9		—			1,238.2
Intercompany receivables	—		3,718.1		717.3		74.7		(4,510.1		)	—
Inventories, net	—		36.0		146.5		220.8		—			403.3
Prepaid expenses and other	—		40.4		28.2		104.3		—			172.9
Total current assets	—		4,094.0		1,252.5		1,318.7		(4,510.1		)	2,155.1
Property, plant and equipment, net	—		274.1		774.4		1,443.4		—			2,491.9
Goodwill	—		—		1,219.3		449.8		—			1,669.1
Intangible assets, net	—		20.8		1,133.1		34.9		—			1,188.8
Intercompany notes and accounts receivable	11.7		—		224.6		—		(236.3		)	—
Other assets and deferred charges	—		347.7		108.9		210.8		—			667.4
Investment in subsidiaries	2,990.9		2,065.7		1,336.5		—		(6,393.1		)	—
Total assets	$	3,002.6	$	6,802.3	$	6,049.3	$	3,457.6	$	(11,139.5	)	$	8,172.3
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	—	$	22.0	$	—	$	9.8	$	—		$	31.8
Accounts payable	—		170.1		243.9		510.5		—			924.5
Intercompany payables	1,316.6		902.2		2,190.3		101.0		(4,510.1		)	—
Accrued expenses and other	—		164.7		40.9		188.0		—			393.6
Total current liabilities	1,316.6		1,259.0		2,475.1		809.3		(4,510.1		)	1,349.9
Intercompany notes and accounts payable	—		9.9		—		226.4		(236.3		)	—
Long-term debt, net	—		3,888.0		3.7		94.5		—			3,986.2
Other long-term liabilities	—		634.1		332.0		184.1		—			1,150.2
Total liabilities	1,316.6		5,791.0		2,810.8		1,314.3		(4,746.4		)	6,486.3
Total AAM Stockholders’ equity	1,682.8		1,011.3		3,238.5		2,140.1		(6,389.9		)	1,682.8
Noncontrolling interests in subsidiaries	3.2		—		—		3.2		(3.2		)	3.2
Total stockholders’ equity	1,686.0		1,011.3		3,238.5		2,143.3		(6,393.1		)	1,686.0
Total liabilities and stockholders’ equity	$	3,002.6	$	6,802.3	$	6,049.3	$	3,457.6	$	(11,139.5	)	$	8,172.3

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




	Holdings		AAM Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elims			Consolidated
December 31, 2017
Assets
Current assets
Cash and cash equivalents	$	—	$	91.9	$	0.1	$	284.8	$	—		$	376.8
Accounts receivable, net	—		138.9		287.9		609.1		—			1,035.9
Intercompany receivables	—		3,475.2		479.9		7.5		(3,962.6		)	—
Inventories, net	—		37.2		147.4		207.4		—			392.0
Prepaid expenses and other	—		40.4		9.9		90.0		—			140.3
Total current assets	—		3,783.6		925.2		1,198.8		(3,962.6		)	1,945.0
Property, plant and equipment, net	—		250.9		786.8		1,365.2		—			2,402.9
Goodwill	—		—		1,218.4		435.9		—			1,654.3
Intangible assets, net	—		21.0		1,155.6		35.9		—			1,212.5
Intercompany notes and accounts receivable	11.7		—		243.5		—		(255.2		)	—
Other assets and deferred charges	—		349.1		122.8		196.2		—			668.1
Investment in subsidiaries	2,841.3		1,955.2		1,280.1		—		(6,076.6		)	—
Total assets	$	2,853.0	$	6,359.8	$	5,732.4	$	3,232.0	$	(10,294.4	)	$	7,882.8
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	—	$	—	$	—	$	5.9	$	—		$	5.9
Accounts payable	—		139.0		204.6		455.4		—			799.0
Intercompany payables	1,313.0		563.7		2,017.7		68.2		(3,962.6		)	—
Accrued expenses and other	—		181.6		52.4		177.5		—			411.5
Total current liabilities	1,313.0		884.3		2,274.7		707.0		(3,962.6		)	1,216.4
Intercompany notes and accounts payable	—		11.7		—		243.5		(255.2		)	—
Long-term debt, net	—		3,894.6		4.4		70.3		—			3,969.3
Other long-term liabilities	—		639.1		333.2		184.8		—			1,157.1
Total liabilities	1,313.0		5,429.7		2,612.3		1,205.6		(4,217.8		)	6,342.8
Total AAM Stockholders’ equity	1,536.0		930.1		3,120.1		2,022.4		(6,072.6		)	1,536.0
Noncontrolling interests in subsidiaries	4.0		—		—		4.0		(4.0		)	4.0
Total stockholders’ equity	1,540.0		930.1		3,120.1		2,026.4		(6,076.6		)	1,540.0
Total liabilities and stockholders’ equity	$	2,853.0	$	6,359.8	$	5,732.4	$	3,232.0	$	(10,294.4	)	$	7,882.8

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Condensed Consolidating Statements of Cash Flows
Three Months Ended March 31,
(in millions)
	Holdings			AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims		Consolidated
2018
Net cash provided by (used in) operating activities	$	—		$	46.5		$	39.0		$	(18.6	)	$	—	$	66.9
Investing activities
Purchases of property, plant and equipment	—			(21.5		)	(37.6		)	(71.7		)	—		(130.8		)
Proceeds from sale of property, plant and equipment	—			—			0.3			0.1			—		0.4
Purchase buyouts of leased equipment	—			—			(0.5		)	—			—		(0.5		)
Acquisition of business, net of cash acquired	—			—			—			(1.3		)	—		(1.3		)
Intercompany activity	—			(0.1		)	0.1			—			—		—
Net cash used in investing activities	—			(21.6		)	(37.7		)	(72.9		)	—		(132.2		)
Financing activities
Net debt activity	—			8.9			(0.2		)	25.8			—		34.5
Debt issuance costs	—			(6.8		)	—			—			—		(6.8		)
Purchase of treasury stock	(3.5		)	—			—			—			—		(3.5		)
Purchase of noncontrolling interest	—			—			(0.9		)	—			—		(0.9		)
Intercompany activity	3.5			(3.5		)	—			—			—		—
Net cash provided by (used in) financing activities	—			(1.4		)	(1.1		)	25.8			—		23.3
Effect of exchange rate changes on cash	—			—			—			5.9			—		5.9
Net increase (decrease) in cash and cash equivalents	—			23.5			0.2			(59.8		)	—		(36.1		)
Cash and cash equivalents at beginning of period	—			91.9			0.1			284.8			—		376.8
Cash and cash equivalents at end of period	$	—		$	115.4		$	0.3		$	225.0		$	—	$	340.7

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




	Holdings			AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims		Consolidated
2017
Net cash provided by (used in) operating activities	$	—		$	161.8		$	5.3		$	(104.8	)	—		$	62.3
Investing activities
Purchases of property, plant and equipment	—			(11.6		)	(5.2		)	(18.1		)	—		(34.9		)
Proceeds from sale of property, plant and equipment	—			0.2			—			0.6			—		0.8
Purchase buyouts of leased equipment	—			(2.3		)	—			—			—		(2.3		)
Proceeds from sale of business, net	—			7.5			(1.6		)	—			—		5.9
Acquisition of business, net of cash acquired	—			—			—			(144.1		)	—		(144.1		)
Net cash used in investing activities	—			(6.2		)	(6.8		)	(161.6		)	—		(174.6		)
Financing activities
Net debt activity	—			1,199.8			(0.1		)	(0.5		)	—		1,199.2
Debt issuance costs	—			(21.2		)	—			—			—		(21.2		)
Purchase of treasury stock	(5.2		)	—			—			—			—		(5.2		)
Intercompany activity	5.2			(5.2		)	—			—			—		—
Net cash provided by (used in) financing activities	—			1,173.4			(0.1		)	(0.5		)	—		1,172.8
Effect of exchange rate changes on cash	—			—			—			1.7			—		1.7
Net increase (decrease) in cash and cash equivalents	—			1,329.0			(1.6		)	(265.2		)	—		1,062.2
Cash and cash equivalents at beginning of period	—			84.3			1.6			395.3			—		481.2
Cash and cash equivalents at end of period	$	—		$	1,413.3		$	—		$	130.1		$	—	$	1,543.4

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17. SUBSEQUENT EVENT

In April 2018, we completed the sale of the aftermarket business associated with our Powertrain segment for approximately $50 million, of which we received net proceeds of approximately $47 million. We expect to record a pre-tax gain of $15 to $20 million for this transaction during the second quarter of 2018. The impact to our Condensed Consolidated Balance Sheet is immaterial.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis (MD&A) should be read in conjunction with the unaudited condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2017.

Unless the context otherwise requires, references to "we," "our," "us" or "AAM" shall mean collectively (i) American Axle & Manufacturing Holdings, Inc. (Holdings), a Delaware corporation, (ii) American Axle & Manufacturing, Inc. (AAM, Inc.), a Delaware corporation, and its direct and indirect subsidiaries, and, (iii) Metaldyne Performance Group, Inc. (MPG) and its direct and indirect subsidiaries. AAM Inc. and MPG are wholly-owned subsidiaries of Holdings.

COMPANY OVERVIEW

We are a global Tier I supplier to the automotive, commercial and industrial markets. We design, engineer, validate and manufacture driveline, metal forming, powertrain and casting products, employing over 25,000 associates, operating at more than 90 facilities in 17 countries, to support our customers on global and regional platforms with a continued focus on delivering operational excellence, technology leadership and quality.

We are the principal supplier of driveline components to General Motors Company (GM) for its full-size rear-wheel drive (RWD) light trucks and SUVs manufactured in North America, supplying a significant portion of GM’s rear axle and four-wheel drive and all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. We also supply GM with various products from our Metal Forming, Powertrain and Casting segments. Sales to GM were approximately 42% of our consolidated net sales in the first three months of 2018, 67% of our consolidated net sales in the first three months of 2017 and 47% of our consolidated net sales for the full year of 2017.

We also supply driveline system products to FCA US LLC (FCA) for heavy-duty Ram full-size pickup trucks and its derivatives, the AWD Jeep Cherokee, and a passenger car driveshaft program. In addition, we sell various products to FCA from each of our Metal Forming, Powertrain and Casting segments. Sales to FCA were approximately 13% of our consolidated net sales in the first three months of 2018, 19% of our consolidated net sales in the first three months of 2017 and 14% of our consolidated net sales for the full year of 2017.

In addition to GM and FCA, we are a supplier to several major automotive Original Equipment Manufacturers (OEMs) and Tier 1 suppliers. Our consolidated net sales to customers other than GM increased to $1,079.1 million in the first three months of 2018 as compared to $347.1 million in the first three months of 2017. This increase is primarily attributable to our acquisition of MPG.

RESULTS OF OPERATIONS –– THREE MONTHS ENDED MARCH 31, 2018 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2017

Net Sales Net sales increased to $1,858.4 million in the first quarter of 2018 as compared to $1,049.9 million in the first quarter of 2017. The impact of the MPG acquisition on net sales for the first quarter 2018 was approximately $738 million. Excluding the impact of the MPG acquisition, our sales in the first quarter of 2018, as compared to the first quarter of 2017, reflect an increase in production volumes related to crossover vehicles associated with our new business backlog, partially offset by a reduction in production volumes for the North American light truck and SUV programs we currently support in preparation for program changeovers to occur throughout the remainder of 2018. Net sales were also impacted by an increase of approximately $25 million related to metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

Cost of Goods Sold Cost of goods sold was $1,542.1 million in the first quarter of 2018 as compared to $839.2 million in the first quarter of 2017. The impact on cost of goods sold of the MPG acquisition was approximately $639 million in the first quarter 2018.

Excluding the impact of the MPG acquisition, the change in cost of goods sold principally reflects the impact of increased sales, as well as an increase in project expense incurred in preparation for program changeovers to occur throughout the remainder of 2018. Cost of goods sold was also impacted by an increase of approximately $25 million related to metal market pass-through costs and the impact of foreign exchange. For the three months ended March 31, 2018, material costs were approximately 59% of total costs of goods sold as compared to approximately 70% for the three months ended March 31, 2017.

Gross Profit Gross profit increased to $316.3 million in the first quarter of 2018 as compared to $210.7 million in the first quarter of 2017. Gross margin was 17.0% in the first quarter of 2018 as compared to 20.1% in the first quarter of 2017. The impact on gross profit of the MPG acquisition was approximately $99 million in the first quarter 2018. Gross profit and gross margin were also impacted by the other factors discussed in Net Sales and Cost of Goods Sold above.

Selling, General and Administrative Expenses (SG&A) SG&A (including research and development (R&D)) was $97.3 million or 5.2% of net sales in the first quarter of 2018 as compared to $81.2 million or 7.7% of net sales in the first quarter of 2017. R&D spending was approximately $38.5 million in the first quarter of 2018 as compared to $41.0 million in the first quarter of 2017. The change in SG&A in the first quarter of 2018, as compared to the first quarter of 2017, reflects an increase of approximately $25 million associated with the acquisition of MPG, which was partially offset by the achievement of synergies as a result of the acquisition of MPG.

Amortization of Intangible Assets As a result of the USM Mexico acquisition on March 1, 2017 and the MPG acquisition on April 6, 2017, we recognized $1,254.8 million of intangible assets. Amortization expense for the three months ended March 31, 2018 was $24.9 million as compared to $1.6 million for the three months ended March 31, 2017. The increase in amortization expense was attributable to the increase in intangible assets as a result of these acquisitions.

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $18.3 million in the first quarter of 2018 as compared to $16.0 million in the first quarter of 2017. In 2016, AAM initiated actions under a global restructuring program focused on creating a more streamlined organization in addition to reducing our cost structure and preparing for upcoming acquisition integration activities. As part of our restructuring actions, we incurred severance charges of approximately $0.2 million, as well as implementation costs, including professional expenses, of approximately $3.9 million during the three months ended March 31, 2018. This compares to severance charges of $1.2 million and implementation charges of $5.6 million for the three months ended March 31, 2017. We expect to incur $10 to $20 million of additional charges under our global restructuring program in 2018.

In 2017, we completed the acquisitions of MPG and USM Mexico. During the three months ended March 31, 2018, we incurred $1.1 million of acquisition-related costs and $13.1 million of integration expenses associated with these acquisitions. This compares to $3.3 million of acquisition-related costs and $5.9 million of integration expenses related to these acquisitions during the three months ended March 31, 2017.

Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred. Integration expenses reflect costs incurred for information technology systems, ongoing operational activities, and consulting fees incurred in conjunction with the acquisitions. We expect to incur additional acquisition and integration charges of approximately $30 to $45 million throughout the remainder of 2018, primarily in conjunction with the integration of MPG.

Operating Income Operating income increased to $175.8 million in the first quarter of 2018 as compared to $111.9 million in the first quarter of 2017. Operating margin was 9.5% in the first quarter of 2018 as compared to 10.7% in the first quarter of 2017. The changes in operating income and operating margin were due to factors discussed in Net Sales, Cost of Goods Sold, SG&A, Amortization of Intangible Assets and Restructuring and Acquisition-Related Costs above.

Interest Expense and Investment Income Interest expense was $53.2 million in the first quarter of 2018 as compared to $25.5 million in the first quarter of 2017. Investment income was $0.5 million in the first quarter of 2018 as compared to $0.6 million in the first quarter of 2017.

The change in interest expense in the first quarter of 2018, as compared to the first quarter of 2017, primarily reflects interest expense incurred on $1,650.0 million of borrowings under our Senior Secured Credit Facilities entered into in April 2017, as well as on $700.0 million in aggregate principal amount of 6.25% senior notes due 2025 and $500.0 million in aggregate principal amount of 6.50% senior notes due 2027 which were issued in March 2017. We expect our interest expense to be $210 million to $220 million for the full year 2018.

The weighted-average interest rate of our long-term debt outstanding was 5.8% in the first quarter of 2018 and 6.7% in the first quarter of 2017.

Debt Refinancing and Redemption Costs On March 12, 2018, we made a tender offer for our 6.25% Notes due 2021. Under this tender offer, we redeemed $383.1 million of the 6.25% Notes due 2021. We expensed $2.5 million during the first quarter of 2018 for the write-off of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and expensed $7.8 million in tender premiums.

Other Income (Expense), Net Other income (expense), net includes the net effect of foreign exchange gains and losses, our proportionate share of earnings from equity in unconsolidated subsidiaries, and all components of net periodic pension and postretirement benefit costs other than service cost. Other income (expense), net was expense of $5.4 million in the first quarter of 2018 as compared to expense of $1.1 million in the first quarter of 2017.

Income Tax Expense Income tax expense was $17.9 million for the three months ended March 31, 2018 as compared to $7.5 million for the three months ended March 31, 2017. Our effective income tax rate was 16.7% in the first quarter of 2018 as compared to 8.7% in the first quarter of 2017.

The changes in income tax expense and effective income tax rate for the three months ended March 31, 2018, as compared to our income tax expense and effective income tax rate for the three months ended March 31, 2017 were the result of 1) a benefit recognized in the first quarter of 2017 in the U.S. as a result of an increase in forecasted annual interest expense attributable to the first quarter of 2017 resulting from the issuance of certain notes; and 2) a decrease in the proportionate share of income attributable to lower tax rate jurisdictions due primarily to the decrease in the U.S. statutory tax rate. These factors were partially offset by 1) the reduction in U.S. statutory tax rate as a result of the enactment of the 2017 Act; and 2) a benefit related to additional U.S. tax credits.

Net Income Attributable to AAM and Earnings Per Share (EPS) Net income attributable to AAM increased to $89.4 million in the first quarter of 2018 as compared to $78.4 million in the first quarter of 2017. Diluted EPS was $0.78 per share in the first quarter of 2018 as compared to $0.99 per share in the first quarter of 2017. As a result of the issuance of AAM common shares in conjunction with the acquisition of MPG, our EPS denominator increased by approximately 35 million shares in the first quarter of 2018 as compared to the first quarter of 2017.

Net income attributable to AAM and EPS for the first quarters of 2018 and 2017 were primarily impacted by the factors discussed in Net Sales, Cost of Goods Sold, SG&A, Amortization of Intangible Assets, Restructuring and Acquisition-Related Costs and Income Tax Expense above, as well as the issuance of the additional shares as a result of the acquisition of MPG.

SEGMENT REPORTING

Our business is organized into four operating segments, each representing a reportable segment under ASC 280 Segment Reporting. The four segments are Driveline, Metal Forming, Powertrain and Casting. The results of each segment are regularly reviewed by the chief operating decision maker to assess the performance of the segment and make decisions regarding the allocation of resources.

Our product offerings by segment are as follows:


•	Driveline products consist primarily of axles, driveshafts, power transfer units, rear drive modules, transfer cases, and electric and hybrid driveline products and systems for light trucks, SUVs, crossover vehicles, passenger cars and commercial vehicles;


•	Metal Forming products consist primarily of axle and transmission shafts, ring and pinion gears, differential gears, transmission gears, and suspension components for Original Equipment Manufacturers and Tier 1 automotive suppliers;


•	The Powertrain segment products consist primarily of transmission module and differential assemblies, transmission valve bodies, connecting rod forging and assemblies, torsional vibration dampers, and variable valve timing products for Original Equipment Manufacturers and Tier I automotive suppliers; and


•	The Casting segment produces both thin wall castings and high strength ductile iron castings, as well as differential cases, steering knuckles, control arms, brackets, and turbo charger housings for the global light vehicle, commercial and industrial markets.

The following table represents sales by reportable segment for the three months ended March 31, 2018 and 2017:



	Three Months Ended March 31,
	2018			2017
Driveline	$	1,070.6		$	999.3
Metal Forming	397.0			150.0
Powertrain	291.9			—
Casting	239.0			—
Eliminations	(140.1		)	(99.4		)
Net Sales	$	1,858.4		$	1,049.9

The increase in Driveline sales for the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, primarily reflect an increase in production volumes related to crossover vehicles associated with our new business backlog, partially offset by a reduction in production volumes for the North American light truck and SUV programs we currently support in preparation for program changeovers to occur throughout the remainder of 2018. Driveline sales were also impacted by an increase in metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments.

The increase in net sales in our Metal Forming segment in the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, was primarily attributable to the purchase of MPG.

For the three months ended March 31, 2018, the increase in sales in both the Powertrain and Casting segments, as compared to the three months ended March 31, 2017, was entirely attributable to the acquisition of MPG as AAM did not operate in these segments prior to the acquisition.

We use Segment Adjusted EBITDA as the measure of earnings to assess the performance of each segment and determine the resources to be allocated to the segments. Segment Adjusted EBITDA is defined as EBITDA for our reportable segments excluding the impact of restructuring and acquisition-related costs and debt refinancing and redemption costs.

The amounts for Segment Adjusted EBITDA for the three months ended March 31, 2018 and 2017 are as follows:



	Three Months Ended March 31,
	2018		2017
Driveline	$	170.0	$	153.2
Metal Forming	75.3		30.4
Powertrain	50.1		—
Casting	21.6		—
Total Segment adjusted EBITDA	$	317.0	$	183.6

For the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, the increase in Segment Adjusted EBITDA for the Driveline segment was attributable to contribution margin on increased sales, as well as the positive impact of vertically integrating our supply chain realized as a result of our acquisition of USM Mexico. Segment Adjusted EBITDA for the Driveline segment was also impacted by an increase in project expense incurred in preparation for program changeovers to occur throughout the remainder of 2018.

Metal Forming experienced an increase in Segment Adjusted EBITDA for the three months ended March 31, 2018, as compared to the three months ended March 31, 2017, primarily attributable to the MPG acquisition.

For the three months ended March 31, 2018, the increase in Segment Adjusted EBITDA in both the Powertrain and Casting segments, as compared to the three months ended March 31, 2017, was entirely attributable to the acquisition of MPG as AAM did not operate in these segments prior to the acquisition.

Reconciliation of Non-GAAP and GAAP Information

In addition to results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) in this MD&A, we have provided certain non-GAAP financial measures such as EBITDA and Total Segment Adjusted EBITDA. Such information is reconciled to its closest GAAP measure in accordance with Securities and Exchange Commission rules below.

We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Total Segment Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs and debt refinancing and redemption costs. We believe that EBITDA and Total Segment Adjusted EBITDA are meaningful measures of performance as they are commonly utilized by management and investors to analyze operating performance and entity valuation. Our management, the investment community and the banking institutions routinely use EBITDA and Total Segment Adjusted EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers and to assess the relative mix of Adjusted EBITDA by segment. We also believe that Total Segment Adjusted EBITDA is a meaningful measure as it is used for operational planning and decision-making purposes. These non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, non-GAAP financial measures as presented by AAM may not be comparable to similarly titled measures reported by other companies.



	Three Months Ended March 31,
	2018		2017
Net income	$	89.5	$	78.4
Interest expense	53.2		25.5
Income tax expense	17.9		7.5
Depreciation and amortization	127.8		56.2
EBITDA	288.4		167.6
Restructuring and acquisition-related costs	18.3		16.0
Debt refinancing and redemption costs	10.3		—
Total Segment Adjusted EBITDA	$	317.0	$	183.6

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund debt service obligations, capital expenditures and working capital requirements, in addition to advancing our strategic initiatives. We believe that operating cash flow, available cash and cash equivalent balances and available committed borrowing capacity under our Senior Secured Credit Facilities will be sufficient to meet these needs.

Operating Activities In the first three months of 2018, net cash provided by operating activities increased to $66.9 million as compared to $62.3 million in the first three months of 2017. The following factors impacted cash provided by operating activities in the first three months of 2018 as compared to the first three months of 2017:

Net income Net income was $89.5 million in the first three months of 2018 as compared to $78.4 million in the first three months of 2017. The change in net income in the first three months of 2018, as compared to the first three months of 2017, was the result of the factors discussed in the Results of Operations - Three Months Ended March 31, 2018 as Compared to Three Months Ended March 31, 2017 section of this MD&A.

Accounts receivable For the three months ended March 31, 2018, we experienced a decrease in cash flow from operating activities of approximately $53 million related to the change in our accounts receivable balance from December 31, 2017 to March 31, 2018, as compared to the change in accounts receivable from December 31, 2016 to March 31, 2017. This change was attributable to increased sales in the first quarter of 2018, as compared to the first quarter of 2017, as well as the timing of payments from customers.

Accounts payable and accrued expenses For the three months ended March 31, 2018, we experienced a decrease in cash flow from operating activities of approximately $31 million primarily related to the change in our accounts payable balance from December 31, 2017 to March 31, 2018, as compared to the change in accounts payable from December 31, 2016 to March 31, 2017. This change was attributable to the timing of payments to suppliers.

In the first quarter of 2017, we settled accounts payable balances with USM Mexico totaling approximately $22.8 million, which was reflected as a reduction of cash flow from operating activities in our Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2017. Refer to Note 4 - Business Combinations for further detail.

Restructuring and acquisition-related costs For the full year 2018, we expect to incur cash charges under our global restructuring program, as well as acquisition and integration related cash charges, totaling approximately $50 to $75 million.

Pension and Other Postretirement Benefits (OPEB) Due to the availability of our pre-funded pension balances (previous contributions in excess of prior required pension contributions) related to certain of our U.S. pension plans, we expect our regulatory pension funding requirements in 2018 to be approximately $2 million. We expect our cash payments for other postretirement benefit obligations in 2018, net of GM cost sharing, to be approximately $17 million.

Investing Activities In the first three months of 2018, net cash used in investing activities was $132.2 million as compared to $174.6 million for the three months ended March 31, 2017. Capital expenditures were $130.8 million in the first three months of 2018 as compared to $34.9 million in the first three months of 2017. The increase in capital expenditures in the first three months of 2018, as compared to the first three months of 2017, was the result of the acquisition of MPG, as well as increased capital expenditures in preparation for our global program launches within our new and incremental business backlog that are expected to occur in 2018. We expect our capital spending to be approximately 8% of sales in 2018.

In the first three months of 2017, we completed our acquisition of USM Mexico, which was funded with available cash. We paid $144.1 million, net of cash acquired, during the first three months of 2017 for the purchase of USM Mexico.

In April 2018, we completed the sale of the aftermarket business associated with our Powertrain segment. As a result of this sale, we received net proceeds of approximately $47 million.

Financing Activities In the first three months of 2018, net cash provided by financing activities was $23.3 million as compared to $1,172.8 million in the first three months of 2017. The following factors impacted cash provided by financing activities in the first three months of 2018 as compared to the first three months of 2017:

term loan A facility (the Term Loan A Facility), a $1.55 billion term loan B facility (the Term Loan B Facility) and a $900 million multi-currency revolving credit facility (the Revolving Credit Facility, and together with the Term Loan A Facility and the Term Loan B Facility, the Senior Secured Credit Facilities). The proceeds of the Revolving Credit Facility are used for general corporate purposes.

Tender Offer of 6.25% Notes due 2021 Also in March 2018, we made a tender offer for our 6.25% Notes due 2021. Under this tender offer, we retired $383.1 million of the 6.25% Notes due 2021. We also expensed $2.5 million during the first quarter of 2018 for the write-off of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and expensed $7.8 million in tender premiums. We redeemed the remaining $16.9 million of the 6.25% Notes due 2021 in April 2018.

Notice of Redemption of 6.625% Notes due 2022 In the second quarter of 2018, we issued a notice of redemption for $100 million of our outstanding 6.625% senior unsecured notes due 2022 (the 6.625% Notes due 2022), plus accrued and unpaid interest to the redemption date. We will use cash on hand, including proceeds from the sale of the aftermarket business associated with our Powertrain segment, to settle the redemption of the 6.625% Notes due 2022.

Treasury stock Treasury stock increased by $3.5 million in the first three months of 2018 to $201.6 million as compared to $198.1 million at year-end 2017, due to the withholding and repurchase of shares of AAM stock to satisfy employee tax withholding obligations due upon the vesting of performance shares and restricted stock units.

CYCLICALITY AND SEASONALITY

Our operations are cyclical because they are directly related to worldwide automotive production, which is itself cyclical and dependent on general economic conditions and other factors. Our business is also moderately seasonal as our major OEM customers historically have an extended shutdown of operations (typically 1-2 weeks) in conjunction with their model year changeover and an approximate one-week shutdown in December. Our major OEM customers also occasionally have longer shutdowns of operations (up to six weeks) for program changeovers. Accordingly, our quarterly results may reflect these trends.

LITIGATION AND ENVIRONMENTAL MATTERS

We are involved in various legal proceedings incidental to our business. Although the outcome of these matters cannot be predicted with certainty, we do not believe that any of these matters, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.

We are subject to various federal, state, local and foreign environmental and occupational safety and health laws, regulations and ordinances, including those regulating air emissions, water discharge, waste management and environmental cleanup. We closely monitor our environmental conditions to ensure that we are in compliance with applicable laws, regulations and ordinances. We have made, and anticipate continuing to make, capital and other expenditures, including recurring administrative costs, to comply with environmental requirements. Such expenditures were not significant in the first quarter of 2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

MARKET RISK

Our business and financial results are affected by fluctuations in world financial markets, including currency exchange rates and interest rates. Our hedging policy has been developed to manage these risks to an acceptable level based on management’s judgment of the appropriate trade-off between risk, opportunity and cost. We do not hold financial instruments for trading or speculative purposes.

Currency Exchange Risk From time to time, we use foreign currency forward and option contracts to reduce the effects of fluctuations in exchange rates relating to the Mexican Peso, Euro, Brazilian Real, British Pound Sterling, Thai Baht, Swedish Krona, Chinese Yuan, Polish Zloty and Indian Rupee. At March 31, 2018, we had currency forward and option contracts with a notional amount of $192.1 million outstanding. The potential decrease in fair value of foreign exchange contracts, assuming a 10% adverse change in the foreign currency exchange rates, would be approximately $18.1 million at March 31, 2018 and was approximately $14.7 million at December 31, 2017.

Future business operations and opportunities, including the expansion of our business outside North America, may further increase the risk that cash flows resulting from these global operations may be adversely affected by changes in currency exchange rates. If and when appropriate, we intend to manage these risks by creating natural hedges in the structure of our global operations, utilizing local currency funding of these expansions and various types of foreign exchange contracts.

Interest Rate Risk We are exposed to variable interest rates on certain credit facilities. From time to time, we have used interest rate hedging to reduce the effects of fluctuations in market interest rates. In the second quarter of 2017, we entered into a variable-to-fixed interest rate swap to reduce the variability of cash flows associated with interest payments on our variable rate debt. As of March 31, 2018, we have the following notional amounts hedged in relation to our variable-to-fixed interest rate swap: $750.0 million through May 2018, $600.0 million through May 2019, $450.0 million through May 2020 and $200.0 million through May 2021.

The pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates (approximately 17% of our weighted-average interest rate at March 31, 2018) on our long-term debt outstanding, would be approximately $9.5 million at March 31, 2018 and was approximately $9.2 million at December 31, 2017, on an annualized basis.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) were effective as of March 31, 2018.

Changes in Internal Control over Financial Reporting

Effective in the first quarter of 2018, legacy AAM and legacy MPG locations now operate under one integrated framework of internal control over financial reporting. We did not experience significant changes to existing processes related to internal control over financial reporting as a result of this integration.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in our December 31, 2017 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In 2016, AAM's Board of Directors authorized a share repurchase program of up to $100 million of AAM's common shares through December 31, 2018 as part of AAM's overall capital allocation strategy. The repurchase of shares may be made in the open market or in privately negotiated transactions and will be funded through available cash balances and cash flow from operations. The timing and amount of any share repurchases will be determined based on market and economic conditions, share price, alternative uses of capital and other factors. There were no repurchases under the authorized share repurchase program during the first quarter of 2018 and there is approximately $98.5 million available for repurchase.

In the first quarter of 2018, we withheld and repurchased shares of AAM stock to satisfy employee tax withholding obligations due upon the vesting of performance shares and restricted stock units. The following table provides information about our equity security purchases during the quarter ended March 31, 2018:

ISSUER PURCHASES OF EQUITY SECURITIES



Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
					(in millions)
January 1 - January 31, 2018	2,432	$	17.79	—	$	—
February 1 - February 28, 2018	—	—		—	—
March 1 - March 31, 2018	244,658	14.29		—	—
Total	247,090	$	14.32	—	$	—

Item 6. Exhibits



Number		Description of Exhibit

*10.1		Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan

*10.2		Form of Performance Share Award Agreement (Free Cash Flow) for Executive Officers under the 2012 Omnibus Incentive Plan

*10.3		Form of Restricted Stock Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan

*31.1		Certification of David C. Dauch, Chairman of the Board & Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act

*31.2		Certification of Christopher J. May, Vice President & Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act

*32		Certifications of David C. Dauch, Chairman of the Board & Chief Executive Officer and Christopher J. May, Vice President & Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**101.INS		XBRL Instance Document

**101.SCH		XBRL Taxonomy Extension Schema Document

**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

**101.LAB		XBRL Taxonomy Extension Label Linkbase Document

**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document



*	Filed herewith
**	Submitted electronically with this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Registrant)

/s/ Christopher J. May

Christopher J. May

Vice President & Chief Financial Officer

(also in the capacity of Chief Accounting Officer)

May 4, 2018

Amended & Restated

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of Performance Share Award Agreement: Relative TSR

You have been selected to receive a grant of Performance Shares under the Amended & Restated American Axle Manufacturing & Holdings, Inc. 2012 Omnibus Incentive Plan as stated below:

Participant:

Grant Date:

Number of Performance Shares (Target Award Opportunity):

Performance Period:

Final Acceptance Date:

THIS AWARD AGREEMENT (the “Agreement”), is made effective as of the Grant Date (shown above) between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and the Participant.

RECITALS:

A. The Company has adopted the Amended & Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan (the “Plan”). The Plan is incorporated in and made a part of this Agreement. Capitalized terms not defined in this Agreement have the same meanings as in the Plan;

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant the Award to the Participant under the terms of this Agreement and the Plan; and

C. The Participant shall have no rights related to this Award unless he or she accepts this Award before the close of business on the Final Acceptance Date (shown above). A Participant who receives this Agreement in paper format shall indicate acceptance by signing and delivering a copy of this Agreement to the Company. A Participant who receives this Agreement electronically through the Merrill Lynch website shall indicate acceptance as instructed at www.benefits.ml.com. The Final Acceptance Date may be modified, in the sole discretion of the Company, upon written request of the Participant.

The parties agree as follows:

1. Grant of the Award and Performance Period. The Company grants to the Participant, on the terms and conditions of this Agreement, a Performance Share award (the “Award”) with a target opportunity as specified above (the “Target Award Opportunity”), with each Performance Share corresponding to one Share (subject to adjustment pursuant to the Plan) for the Performance Period specified above.

2. Performance Measure and Performance Goals. The performance measure for this Award shall be the three-year total shareholder return (“TSR”) of the Company and each company (“Competitor Company”) that is identified as a member of the Company’s competitor peer group in the Company’s annual report to shareholders for the fiscal year of the Grant Date shown above, or as elsewhere disclosed by the Company pursuant to Regulation S-K of the Securities Exchange Act of 1934 (the “Competitor Peer Group”). The performance goal shall be based on the percentile rank of the Company’s three-year TSR relative to the distribution of the Competitor Companies’ three-year TSRs.

3. Determination of TSR.

(a) TSR for each Competitor Company and the Company shall be determined in accordance with the following formula. TSR shall be equal to the quotient of (i) divided by (ii), where

(i) is equal to the sum of (x) and (y) where (x) is the difference between the “Beginning Stock Price” and the “Ending Stock Price”; and (y) is the sum of all dividends paid on one (1) Share during the Performance Period, provided that dividends shall be treated as reinvested at the end of each calendar quarter; and

(ii) is equal to the “Beginning Stock Price”.

(b) Definitions for purposes of determining TSR under paragraph 3(a) above include:

(i) “Beginning Stock Price” shall mean the average closing price on the applicable stock exchange of one Share for the thirty (30) trading days immediately prior to the first day of the Performance Period; and

(ii) “Ending Stock Price” shall mean the average closing price on the applicable stock exchange of one Share for the thirty (30) trading days immediately prior to the last day of the Performance Period.

4. Determination of Percentile Rank. The Company’s Percentile Rank shall be determined in accordance with the following rules:

(a) The Competitor Companies and the Company shall be ranked in descending order based on their respective TSRs (“Ranking Distribution”).

(b) For purposes of developing the ordering provided in paragraph (a) above, any Competitor Company that filed for bankruptcy protection under the United States Bankruptcy Code during the Performance Period shall be assigned the lowest order and any Competitor Company that is acquired during the Performance Period shall be removed from the Competitor Peer Group and shall not be included in the ordering of Competitor Companies.

5. Payout Matrix. (a) Subject to paragraph 5(b) below, the Participant shall earn the percentage of the Target Award Opportunity that corresponds to the achieved performance goal for the Performance Period as set forth below:




Achieved Performance Goal	3-Year Relative TSR Percentile Rank	% of Target Award Opportunity Earned
No Payout	< [ ] Percentile	0%
Threshold	[ ]Percentile	[ ]%
Target	[ ] Percentile	100%
Maximum	≤ [ ] Percentile	[ ]% (capped)

The Company’s Percentile Rank shall be calculated as follows:

Percentile Rank = Company Rank

Total number of Competitor Companies

including the Company

Linear interpolation shall be used to determine the percent of Target Award Opportunity earned above the Threshold or below the Maximum, in the event that the Company’s Percentile Rank does not fall directly on one of the ranks listed in the chart above.

(b) In the event the Company’s TSR for the Performance Period is less than zero, the percentage of the Target Award Opportunity earned shall be equal to the lesser of (i) the amount determined under paragraph 5(a) above or (ii) 50 percent.

6. Determination of the Award. Subject to the Plan and this Agreement, the number of Performance Shares earned by the Participant for the Performance Period shall equal the product of (a) and (b) where (a) is equal to the Participant’s Target Award Opportunity and (b) is equal to the percent of Target Award Opportunity earned as determined in Section 5 above. Performance below Threshold shall result in no payout to the Participant, and performance above Maximum shall result in a payout capped at the Maximum. The Committee shall have the sole authority to calculate the Participant’s earned Award.

7. Form and Timing of Award. Subject to the approval of the Committee, payment of the Participant’s earned Award, if any, shall be made in the following manner:

(a) Timing: Each Performance Share earned by the Participant pursuant to Section 6 shall be settled by payment of one Share. The Participant shall receive payment of his or her earned Performance Shares no later than the fifteenth (15^th) day of the third month following the end of the Performance Period (“Payment Date”), provided that the Participant has been continuously employed by the Company through the end of the Performance Period, until and including the Payment Date.

(b) Impact of Employment Termination: If the Participant’s employment is terminated during the Performance Period due to death, Disability, or Retirement, or by the Company other than for Cause, then the Participant shall be entitled to be paid a pro rata Award, as determined under this subparagraph (b). The pro rata Award shall equal the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15^th) day of the third month following the end of the quarterly reporting period that includes the date of termination of the Participant’s employment.

(c) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

(1) If a Successor so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, each Award that is assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the Award been earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 7(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following:

(a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and

(b) For all Performance Shares for which the Performance Period has not expired, a cash payment equal to the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period.

Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15^th) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.

(d) Forfeiture. Except as otherwise expressly stated in Sections 7(b) and 7(c), if the Participant’s employment with the Company terminates for any reason prior to the end of the Performance Period, then the Participant shall not be entitled to the payment of any Award hereunder.

(e) Definitions

(1) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

(a) Any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(b) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; or

(c) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or

(d) The stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 19 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (a), (b), (c) and (d) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of the Company under Section 409A.

(2) “Disability:” For purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined in the Company’s long-term disability plan applicable to the Participant; provided, however, that if the Participant is not covered under a long-term disability plan maintained by the Company, “Disability” shall mean either of the following:

(a) Inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(b) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees of the Company.

(3) “Cause:” For purposes of this Agreement, "Cause" means (i) neglect of or willful and continuing refusal of the Participant to perform his or her duties with the Company (other than due to Disability), (ii) a breach of any non-competition or "no raid" covenants to which the Participant is subject, (iii) engaging in conduct which is demonstrably injurious to the Company, the Company’s subsidiaries or affiliates (including, without limitation, a breach of any confidentiality covenant to which the Participant is subject), or (iv) a conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

(4) “Good Reason:” For purposes of this Agreement, "Good Reason" means any one or more of the following actions or omissions: (i) any material reduction in the Participant’s position, authority, duties or responsibilities following a Change in Control as compared to such level immediately prior to the Change in Control, (ii) any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control, or (iii) the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant performed such duties prior to the Change in Control; provided, however, that the Participant must provide the Company, or its Successor, with (a) forty-five (45) days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within ninety (90) days of its initial existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company, or its Successor, shall have thirty (30) days to cure such conduct upon

receipt of the notice of termination from the Participant. If the Company, or its Successor, cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company, or its Successor, within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Good Reason" has the meaning, if any, defined therein.

(5) “Retirement:” For purposes of this Agreement, “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, or (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company.

8. Share Delivery. Delivery of any Shares in settlement of the Award shall be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

9. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

10. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

11. Shareholder Rights. Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of the Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

12. No Right to Continued Employment or Further Awards.

(a) Neither the Plan nor this Agreement shall be construed as (i) giving the Participant any right to continue in the employ of AAM and its subsidiaries or (iii) giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions in this Agreement only apply to the treatment of the Award as specified herein and shall not otherwise affect the Participant’s employment relationship. Nothing contained in this Agreement shall be deemed to constitute or create a contract of employment.

(b) The Company has granted the Award to the Participant in its sole discretion. The Awarad does not form part of the Participant’s employment contract, if any. Neither this Agreement nor the Plan confers on the Participant any right or entitlement to receive another Award, or any other similar award at any time in the future or in respect of any future period. The Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company's discretion to determine the amount, if any, of the Participant's compensation.

13. Transferability.

(a) The Award shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any Award transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, or, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

(b) Except as set forth in the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.

14. Withholding.

(a) Except as provided in the following sentence, the Company or subsidiary (as applicable) shall have the power and right to deduct, withhold or collect such amounts from the Participant to satisfy any tax, social security contribution, payroll tax or other amount required by law or regulation to be withheld with respect to any taxable event arising in relation to the Performance Shares including by deducting from amounts due to the Participant at any time or by deducting a portion of the Shares having a Fair Market Value (measured as of the Payment Date) sufficient to cover the amount of any applicable federal, state, local and foreign withholding obligation from the total Shares earned from the Award. The Participant may elect to satisfy such withholding obligation with respect to the Performance Shares by remitting in advance of the Payment Date an amount sufficient to satisfy such tax withholding obligations. The amount to be withheld may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by the Company or subsidiary in its discretion.

(b) Regardless of any action by the Company with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges responsibility for payment of all such taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Award (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shaes or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax withholding in connection with the Award. The Company makes no commitment to structure the terms of the Award to reduce or eliminate the Participant’s liability for such tax.

15. Securities Laws. This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the Award as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to issue or transfer any Shares pursuant to this Award if to do so violates or is not in compliance with any laws, rules or regulations of the United States or any other state or country having applicable jurisdiction.

16. Notices. Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

17. Governing Law. The interpretation, performance and enforcement of the Award and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

18. Award Subject to Plan.

(a) The Award is granted subject to the Plan and to such rules and regulations the Committee may adopt for administration of the Plan. The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) To the extent of any inconsistencies between the Plan and this Agreement, the Plan shall govern. This Agreement and the Plan constitute the entire agreement between the parties regarding the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written, express or implied) that relate to the subject matter hereof.

(c) The Committee may terminate, amend, or modify or suspend the Plan and amend or modify this Agreement; provided, however, that no termination, amendment, modification or suspension shall materially and adversely affect the Participant’s rights under this Agreement, without the Participant’s written consent.

19. Section 409A.

(a) The Award is not intended to provide for a “deferral of compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code and the final rules promulgated thereunder (“Section 409A”) and shall be interpreted and construed in a manner consistent with that intent. If any provision of this Agreement or the Plan causes the Award to be subject to the requirements of Section 409A, or could otherwise cause the Participant to recognize income or be subject to the interest and penalties under Section 409A, then the provision shall have no effect or, to the extent practicable, the Committee may, in its sole discretion and without the Participant’s consent, modify the provision to (i) comply with, or avoid being subject to Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.

(b) If a Participant is a “specified employee” as defined under Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period).

20. Recoupment. The Participant’s earned Award shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

21. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. By accepting this Award, the Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including Merrill Lynch.

22. Personal Data Privacy. The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and Target Award Opportunity for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

23. Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

24. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Award, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

25. Signature in Counterparts. If delivered in paper format, this Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

26. Enforceability. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

27. Language. If the Participant has been provided with a copy of this Agreement, the Plan or any other document relating to this Award in a language other than English, the English language shall govern in the event of any inconsistency.

28. Waiver. No failure or delay by the Company to enforce any provision of this Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy.

29. Foreign Exchange Restrictions. The Participant understands and agrees that neither the Company or its subsidiaries are responsible or liable for (i) any foreign exchange fluctuations between the Participant’s local currency (if applicable) and the United States Dollar (or the selection by the Company or a subsidiary of any applicable foreign exchange rate it may determine in its discretion to be appropriate) that may affect the value of this Award or the calculated income, taxes or other amounts thereunder or any related taxes or other amounts or (ii) any decrease in the value of Shares.

30. Appendix. Notwithstanding anything in this Agreement to the contrary, if the Participant resides outside of the United States, certain additional terms and conditions in the attached appendix (the “Appendix”) will apply to the Participant and the Award. If the Participant relocates from the United States to a country outside the United States or relocates between the jurisdictions specified in the Appendix, the additional terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

By: __________________________________

Authorized Signatory

Agreed and acknowledged as of

the date of grant:

___________________________________

(Participant’s signature)

APPENDIX

COUNTRY SPECIFIC NOTICES, TERMS AND CONDITIONS

The following country-specific notices, disclaimers, and/or terms and conditions apply to grantees in the countries listed below and may be material to the Participant’s participation in the Plan. Such information may apply if the Participant resides or works in, or moves to or otherwise becomes subject to the laws or Company policies of, a particular country while holding Awards or Shares received under the Plan. In any such case, the Company may also withhold or account for tax or related liabilities in more than one jurisdiction. The Participant is solely responsible for any obligations outlined below. As local laws are often complex and change frequently and the information provided is general in nature and may not apply to the Participant’s specific situation, the Company cannot assure the Participant of any particular result, and the Participant should seek his or her own professional legal and tax advice.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares is registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Plan, grant documentation, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and do not constitute a public offer. The issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction.


European Union	Data Privacy

The following supplements the Personal Data Privacy section of the Agreement:

For purposes of European Union data protection laws, American Axle & Manufacturing Holdings, Inc. with registered office at One Dauch Drive, Detroit, Michigan, MI 48211-1198, USA is the data controller. Providing personal data is voluntary but necessary to be a beneficiary of the Plan. Any personal data provided will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant has a right to access and rectify his or her data and request additional information about the storage and processing of the Participant’s data, without cost, in accordance with European Union data protection law. The Participant also has the right to refuse or withdraw the consents herein.

Brazil Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Brazil may apply to Shares received upon vesting.

Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


China	Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


Czech Republic	Please refer to the European Union section above.


France	Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside France may apply to Shares received upon vesting.

Please refer to the European Union section above.

Germany Please refer to the European Union section above.

India Exchange Control Notification

Rules regarding the repatriation of proceeds from the sale of shares and dividends may apply to Shares received upon vesting.

Mexico Acknowledgment of terms of the Agreement

In accepting the Award, the Participant acknowledges that he or she has reviewed the terms and conditions contained in this Agreement and the Plan, fully understands and agrees with them, and in particular expressly confirms that the Participant’s participation in the Plan is voluntary and does not constitute an acquired right, and that the Plan and participation in the Plan are offered by the Company on a wholly discretionary basis.

Spain Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Spain may apply to Shares received upon vesting.

Please also refer to the European Union section above.

Sweden Please refer to the European Union section above.

United Kingdom Tax Withholding

In addition to Section 14. Withholding of the Agreement, the Participant acknowledges and agrees that the ultimate responsibility to pay any tax, social security contributions, payroll tax or other amounts (“Taxes Due”) required by law or regulation to be withheld with respect to any taxable event arising in relation to the Award, such as on settlement of the Award, is the Participant’s responsibility, and the Participant agrees to indemnify and hold the Company and the Participant’s employer harmless from any losses, costs, damages, or expenses relating to the Taxes Due. The Participant agrees that the Company and/or the employer may recover the Taxes Due from the Participant by any of the means specified in Section 11 of the Agreement or the Plan.

Please also refer to the European Union section above.

Amended & Restated

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of Performance Share Award Agreement: Free Cash Flow

You have been selected to receive a grant of Performance Shares under the Amended & Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan as stated below:

Participant:

Grant Date:

Number of Performance Shares (Target Award Opportunity):

Performance Period:

Final Acceptance Date:

RECITALS:

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant an Award to the Participant under the terms of this Agreement and the Plan; and

C. The Participant shall have no rights related to this Award unless he or she accepts this Award before the close of business on the Final Acceptance Date (shown above). A Participant who receives this Agreement in paper format shall indicate acceptance by signing and delivering a copy of the Agreement to the Company. A Participant who receives this Agreement electronically through the Merrill Lynch website shall indicate acceptance as instructed at www.benefits.ml.com. The Final Acceptance Date may be modified, in the sole discretion of the Company, upon written request of the Participant.

The parties agree as follows:

2. Performance Measure and Performance Goals. The performance measure under this Award shall be the Company’s Free Cash Flow (“FCF”). FCF is defined as net cash provided by operating activities less capital expenditures net of proceeds from the sale of property, plant and equipment and government grants. The performance goals under this Award shall be based on the three-year cumulative FCF over the Performance Period.

3. Payout Matrix. The Participant shall earn the percentage of the Target Award Opportunity that corresponds to the achieved performance goal for the Performance Period as set forth below:




Achieved Performance Goal	3-Year Cumulative Free Cash Flow	% of Target Award Opportunity Earned
No Payout	<$----[ ]	0%
Threshold	$[ ]	[ ]%
Target	$[ ]	[ ]%
Maximum	$[ ] or higher	[ ]% (capped)

Linear interpolation shall be used to determine the percent of Target Award Opportunity earned above the Threshold or below the Maximum, in the event that the Company’s three-year cumulative Free Cash Flow falls between the percentages listed in the chart above.

4. Determination of the Award. Subject to the Plan and this Agreement, the number of Performance Shares earned by the Participant for the Performance Period shall equal the product of (a) and (b) where (a) is equal to the Participant’s Target Award Opportunity and (b) is equal to the percent of Target Award Opportunity earned as determined in Section 3 above. Performance below Threshold shall result in no payout to the Participant, and performance above Maximum shall result in a payout capped at the Maximum. The Committee shall have the sole authority to calculate the Participant’s earned Award.

5. Form and Timing of Award. Subject to the approval of the Committee, payment of the Participant’s earned Award, if any, shall be made in the following manner:

(a) Timing: Each Performance Share earned by the Participant pursuant to Section 4 shall be settled by payment of one Share. The Participant shall receive payment of his or her earned Performance Shares no later than the fifteenth (15^th) day of the third month following the end of the Performance Period (“Payment Date”), provided that the Participant has been continuously employed by the Company through the end of the Performance Period, until and including the Payment Date.

(c) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 5(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following:

(a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and

(d) Forfeiture. Except as otherwise expressly stated in Sections 5(b) and 5(c), if the Participant’s employment with the Company terminates for any reason prior to the end of the Performance Period, then the Participant shall not be entitled to the payment of any Award hereunder.

(e) Definitions

(1) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

of the Company at the beginning of any such period; or

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 17 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (a), (b), (c) and (d) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of the Company under Section 409A.

(3) “Cause:” For purposes of this Agreement, "Cause" means (i) neglect of or willful and continuing refusal of the Participant to perform his or her duties with the Company (other than due to Disability), (ii) a breach of any non-competition or "no raid" covenants to which the Participant is subject, (iii) engaging in conduct which is demonstrably injurious to the Company, the Company's subsidiaries or affiliates (including, without limitation, a breach of any confidentiality covenant to which the Participant is subject), or (iv) a conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company, or its Successor, shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company, or its Successor, cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company, or its Successor, within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

6. Share Delivery. Delivery of any Shares in settlement of the Award will be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

7. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

8. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

9. Shareholder Rights. Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of the Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

10. No Right to Continued Employment or Further Awards.

(a) Neither the Plan nor this Agreement shall be construed as (i) giving the Participant any right to continue in the employ of the Company and its subsidiaries or (iii) giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions in this Agreement only apply to the treatment of the Award as specified herein and shall not otherwise affect the Participant’s employment relationship. Nothing contained in this Agreement shall be deemed to constitute or create a contract of employment.

(b) The Company has granted the Award to the Participant in its sole discretion. The Award does not form part of the Participant’s employment contract, if any. Neither this Agreement nor the Plan confers on the Participant any right or entitlement to receive another Award, or any other similar award at any time in the future or in respect of any future period. The Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does

not diminish in any way the Company's discretion to determine the amount, if any, of the Participant's compensation.

11. Transferability.

(a) The Award shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any Award transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

12. Withholding.

(a) Except as provided in the following sentence, the Company or subsidiary (as applicable) ll shall have the power and right to deduct, withhold or collect such amounts from the Participant to satisfy any tax, social security contribution, payroll tax or other amount required by law or regulation to be withheld with respect to any taxable event arising in relation to the Performance Shares including by deducting from amounts due to the Participant at any time or by deducting a portion of the Shares having a Fair Market Value (measured as of the Payment Date) sufficient to cover the amount of any applicable federal, state, local and foreign tax withholding obligation from the total Shares earned from the Award. The Participant may elect to satisfy such withholding obligation with respect to the Performance Shares by remitting in advance of the Payment Date an amount sufficient to satisfy such tax withholding obligations. The amount to be withheld may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by the Company or subsidiary in its discretion.

(b) Regardless of any action by the Company with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges responsibility for payment of all such taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Award (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shares or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax withholding in connection with the Award. The Company makes no commitment to structure the terms of the Award to reduce or eliminate the Participant’s liability for such tax.

13. Securities Laws. This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the Award as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee. Nothwistanding anything to the contrary in this Agreement, the Company shall not be obligated to issue or transfer any Shares pursuant to this Award if to do so violates or is not in compliance with any laws, rules or regulations of the United States or any other state or country having applicable jurisdiction.

14. Notices. Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

15. Governing Law. The interpretation, performance and enforcement of the Award and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

16. Award Subject to Plan.

17. Section 409A.

(a) The Award is not intended to provide for a “deferral of compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code and the final rules promulgated thereunder (“Section 409A”) and shall be interpreted and construed in a manner consistent with that intent. If any provision of this Agreement or the Plan causes the Award to be subject to the requirements of Section 409A, or could otherwise cause the Participant to recognize income or be subject to the interest and penalties under Section 409A, then the provision shall have no effect or, to the extent practicable, the Committee may, in its sole discretion and without the Participant’s consent, modify the provision to (i) comply with, or avoid being subject to Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 17 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.

18. Recoupment. The Participant’s earned Award shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

19. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. By accepting this Award, the Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including Merrill Lynch.

20. Personal Data Privacy. The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and Target Award Opportunity for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

21. Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

22. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Award, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

23. Signature in Counterparts. If delivered in paper format, this Agreement may be signed in counterparts, if applicable. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

24. Enforceability. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

25. Language. If the Participant has been provided with a copy of this Agreement, the Plan or any other document relating to this Award in a language other than English, the English language shall govern in the event of any inconsistency.

26. Waiver. No failure or delay by the Company to enforce any provision of this Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right

or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy.

27. Foreign Exchange Restrictions. The Participant understands and agrees that neither the Company or its subsidiaries are responsible or liable for (i) any foreign exchange fluctuations between the Participant’s local currency (if applicable) and the United States Dollar (or the selection by the Company or a subsidiary of any applicable foreign exchange rate it may determine in its discretion to be appropriate) that may affect the value of this Award or the calculated income, taxes or other amounts thereunder or any related taxes or other amounts or (ii) any decrease in the value of Shares.

28. Appendix. Notwithstanding anything in this Agreement to the contrary, if the Participant resides outside of the United States, certain additional terms and conditions in the attached appendix (the “Appendix”) will apply to the Participant and the Award. If the Participant relocates from the United States to a country outside the United States or relocates between the jurisdictions specified in the Appendix, the additional terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

By: __________________________________

Authorized Signatory

Agreed and acknowledged as of

the date of grant:

___________________________________

(Participant’s signature)

APPENDIX

COUNTRY SPECIFIC NOTICES, TERMS AND CONDITIONS


European Union	Data Privacy

The following supplements the Personal Data Privacy section of the Agreement:

Brazil Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Brazil may apply to Shares received upon vesting.

Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


China	Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


Czech Republic	Please refer to the European Union section above.


France	Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside France may apply to Shares received upon vesting.

Germany Please refer to the European Union section above.

India Exchange Control Notification

Rules regarding the repatriation of proceeds from the sale of shares and dividends may apply to Shares received upon vesting.

Mexico Acknowledgment of terms of the Agreement

Spain Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Spain may apply to Shares received upon vesting.

Sweden Please refer to the European Union section above.

United Kingdom Tax Withholding

In addition to Section 12 Withholding of the Agreement, the Participant acknowledges and agrees that the ultimate responsibility to pay any tax, social security contributions, payroll tax or other amounts (“Taxes Due”) required by law or regulation to be withheld with respect to any taxable event arising in relation to the RSUs, such as on settlement of the Award, is the Participant’s responsibility, and the Participant agrees to indemnify and hold the Company and the Participant’s employer harmless from any losses, costs, damages, or expenses relating to the Taxes Due. The Participant agrees that the Company and/or the employer may recover the Taxes Due from the Participant by any of the means specified in Section 12 of the Agreement or the Plan.

Please also refer to the European Union section above.

Amended & Restated

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units (“RSUs”) under the Amended & Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan as stated below:

Participant:

Grant Date:

Number of RSUs:

Final Acceptance Date:

THIS AWARD AGREEMENT (the “Agreement”) is made effective as of the Grant Date (shown above) between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and the Participant.

RECITALS

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant RSUs to the Participant under the terms of this Agreement and the Plan; and

The parties agree as follows:

1. Grant of the RSUs. The Company grants to the Participant, on the terms and conditions of this Agreement, the number of RSUs shown above. Each RSU corresponds to one Share (subject to adjustment pursuant to the Plan) and constitutes a contingent and unsecured promise of the Company to pay the Participant one Share on the vesting date for the RSU, subject to the terms of the Plan and this Agreement.

2. Vesting of the RSUs.

(a) Vesting Period. Subject to Section 2(c) herein, the RSUs shall vest 100 percent on the third annual anniversary of the Grant Date (“Vesting Period”).

(b) Vesting Date. The date on which the RSUs vest pursuant to Section 2(a) or, if earlier, Section 2(c), is referred to as the “Vesting Date.”

(i) Early Vesting: To the extent not already vested under Section 2(a), the total number of RSUs granted under this Agreement shall fully vest upon the death or Disability of the Participant and shall vest pro rata upon the Participant’s Retirement (“Pro Rata Award”), as determined under this subparagraph (c)(i). The Pro Rata Award shall be equal to the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.

(ii) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

(1) If a Successor so agrees, some or all outstanding RSUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, the RSUs that are assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the RSU been vested immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s RSUs that are in effect as of the date of such termination shall be vested in full effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 2(c)(ii)(1), then immediately prior to the date of the Change in Control all such RSUs that are then held by Participants shall be cancelled in exchange for the right to receive the Change in Control price per Share in cash or such other consideration as the Company or the shareholders of the Company receive in such Change in Control.

(iii) Forfeiture: Except as otherwise expressly stated in Section 2(c)(i) or 2(c)(ii), if the Participant’s employment with the Company terminates for any reason prior to the Vesting Date, the RSUs shall be forfeited and cancelled without consideration.

(d) Definitions.

(i) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

(1) Any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(2) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in

the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; or

(3) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or

(4) The stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 16 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (1) through (4) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

(ii) “Disability:” For purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined in the Company’s long-term disability plan applicable to the Participant; provided, however, that if the Participant is not covered under a long-term disability plan maintained by the Company, “Disability” shall mean either of the following:

(1) Inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(2) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees of the Company.

(iii) “Cause:” For purposes of this Agreement, "Cause" means (i) neglect of or willful and continuing refusal of the Participant to perform his or her duties with the Company (other than due to Disability), (ii) a breach of any non-competition or "no raid" covenants to which the Participant is subject, (iii) engaging in conduct which is demonstrably injurious to the Company, the Company’s subsidiaries or affiliates (including, without limitation, a breach of any confidentiality covenant to which the Participant is subject), or (iv) a conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

(iv) “Good Reason:” For purposes of this Agreement, "Good Reason" means any one or more of the following actions or omissions: (i) any material reduction in the Participant’s position, authority, duties or responsibilities following a Change in Control as compared to such level immediately prior to the Change in Control, (ii) any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control, or (iii) the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant

performed such duties prior to the Change in Control; provided, however, that the Participant must provide the Company, or its Successor, with (a) forty-five (45) days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within ninety (90) days of its initial existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company, or its Successor, shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company, or its Successor, cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company, or its Successor, within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

(v) “Retirement:” For purposes of this Agreement, “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, or (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company.

3. Payment of the RSUs. Each vested RSU shall be settled by payment of one Share to the Participant. Payment of the RSUs shall occur on the first business day of the month following the month in which the Vesting Date occurs or as soon as administratively practicable thereafter, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Vesting Date occurs (the “Payment Date”).

4. Share Delivery. Delivery of any Shares in settlement of the Award will be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

5. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

6. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

7. Shareholder Rights. Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

8. Dividend Equivalents. Upon payment of dividends with respect to the Shares, the Participant shall be entitled to receive Dividend Equivalents with respect to each outstanding RSU. Dividend Equivalents shall be accumulated until the Vesting Period and will be paid on the Payment Date. . The Company will determine the form of payment of Dividend Equivalents, which may include cash, Shares or a combination thereof.

9. No Right to Continued Employment or Further Awards.

(a) Neither the Plan nor this Agreement shall be construed as (i) giving the Participant any right to continue in the employ of the Company and its subsidiaries or (ii) as giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions set forth in this Agreement only apply to the treatment of the RSUs as specified herein and shall not otherwise affect the Participant’s employment relationship. Nothing contained in this Agreement shall be deemed to constitute or create a contract of employment.

(b) The Company has granted the RSUs to the Participant in its sole discretion. The RSUs do not form part of the Participant’s employment contract, if any. None of the RSUs, this Agreement nor the Plan confers on the Participant any right or entitlement to receive another grant of RSUs, or any other equity-based award at any time in the future or in respect of any future period. The RSUs do not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and do not diminish in any way the Company's discretion to determine the amount, if any, of the Participant's compensation.

10. Transferability.

(a) The RSUs shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any RSU transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, or, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

11. Withholding.

(a) Except as provided in the following sentence, the Company or subsidiary (as applicable) shall have the power and right to deduct, withhold or collect such amounts from the Participant to satisfy any tax, social security contribution, payroll tax or other amount required by law or regulation to be withheld with respect to any taxable event arising in relation to the RSUs including by deducting from amounts due to the Participant at any time or by deducting a portion of the Shares having a Fair Market Value (measured as of the Payment Date) sufficient to cover the amount of any applicable federal, state, local and foreign tax withholding obligation from the total Shares earned under the Award. The Participant may elect to satisfy such withholding obligation with respect to the RSUs by remitting in advance of the Payment Date an amount sufficient to satisfy such tax withholding obligations. The amount to be withheld may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by the Committee in its discretion.

(b) Regardless of any action by the Company with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges responsibility for payment of all such taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Award (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shares or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax withholding in connection with the grant or vesting of the RSUs, any subsequent sale of

Shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for such tax.

12. Securities Laws.

This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the RSUs as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to issue or transfer any Shares pursuant to this Award if to do so violates or is not in compliance with any laws, rules or regulations of the United States or any other state or country having applicable jurisdiction.

13. Notices. Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

14. Governing Law. The interpretation, performance and enforcement of the RSUs and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

15. RSUs Subject to Plan.

(a) The RSUs are granted subject to the Plan and to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this Agreement, all of which shall be binding upon the Participant.

(c) The Committee may, at any time, terminate, amend, modify or suspend the Plan and amend or modify this Agreement; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Agreement, without the Participant’s written consent.

16. Section 409A.

(a) The RSUs are intended to satisfy the requirements of Section 409A of the U.S. Internal Revenue Code and the final regulations promulgated thereunder (“Section 409A”). This Agreement shall be interpreted, administered and construed in a manner consistent with that intent. Notwithstanding the forgoing, if the Company determines that any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A,

the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

17. Recoupment. The RSUs, the underlying Shares and any gains received in connection with the sale of the Shares shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

18. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. By accepting this Award, the Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company, including Merrill Lynch.

19. Personal Data Privacy. The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and number of RSUs for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

20. Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

21. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the RSUs, shall be binding on any successor to the Company, whether the existence of such

successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

22. Signature in Counterparts. If delivered in paper format, this Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

23. Enforceability. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

24. Language. If the Participant has been provided with a copy of this Agreement, the Plan or any other document relating to this Award in a language other than English, the English language shall govern in the event of any inconsistency.

25. Waiver. No failure or delay by the Company to enforce any provision of this Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy.

26. Foreign Exchange Restrictions. The Participant understands and agrees that neither the Company or its subsidiaries are responsible or liable for (i) any foreign exchange fluctuations between the Participant’s local currency (if applicable) and the United States Dollar (or the selection by the Company or a subsidiary of any applicable foreign exchange rate it may determine in its discretion to be appropriate) that may affect the value of this Award or the calculated income, taxes or other amounts thereunder or any related taxes or other amounts or (ii) any decrease in the value of Shares.

27. Appendix. Notwithstanding anything in this Agreement to the contrary, if the Participant resides outside of the United States, certain additional terms and conditions in the attached appendix (the “Appendix”) will apply to the Participant and the RSUs. If the Participant relocates from the United States to a country outside the United States or relocates between the jurisdictions specified in the Appendix, the additional terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

By: __________________________________

Authorized Signatory

Agreed and acknowledged as of

the date of grant:

___________________________________

(Participant’s signature)

APPENDIX

COUNTRY SPECIFIC NOTICES, TERMS AND CONDITIONS


European Union	Data Privacy

The following supplements the Personal Data Privacy section of the Agreement:

Brazil Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Brazil may apply to Shares received upon vesting.

Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


China	Exchange Control Notification

Specific foreign exchange rules may apply to the repatriation of any funds received in respect of the Shares.


Czech Republic	Please refer to the European Union section above.


France	Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside France may apply to Shares received upon vesting.

Please also refer to the European Union section above.

Germany Please refer to the European Union section above.

India Exchange Control Notification

Rules regarding the repatriation of proceeds from the sale of shares and dividends may apply to Shares received upon vesting.

Mexico Acknowledgment of terms of the Agreement

Spain Foreign asset reporting

Rules regarding the reporting of assets (including shares) held outside Spain may apply to Shares received upon vesting.

Please also refer to the European Union section above.

Sweden Please refer to the European Union section above.

United Kingdom Tax Withholding

In addition to Section 11.Withholding of the Agreement, the Participant acknowledges and agrees that the ultimate responsibility to pay any tax, social security contributions, payroll tax or other amounts (“Taxes Due”) required by law or regulation to be withheld with respect to any taxable event arising in relation to the RSUs, such as on settlement of the Award, is the Participant’s responsibility, and the Participant agrees to indemnify and hold the Company and the Participant’s employer harmless from any losses, costs, damages, or expenses relating to the Taxes Due. The Participant agrees that the Company and/or the employer may recover the Taxes Due from the Participant by any of the means specified in Section 11 of the Agreement or the Plan.

Please also refer to the European Union section above.

EXHIBIT 31.1 - CERTIFICATION PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT

I, David C. Dauch, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of American Axle & Manufacturing Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 4, 2018

/s/ David C. Dauch

David C. Dauch

Chairman of the Board & Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2 - CERTIFICATION PURSUANT TO RULE 13a-14(a)

OF THE SECURITIES EXCHANGE ACT

I, Christopher J. May, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of American Axle & Manufacturing Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 4, 2018

/s/ Christopher J. May

Christopher J. May

Vice President & Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 32 - CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Axle & Manufacturing Holdings, Inc. (Issuer) on Form 10-Q for the period ending March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (Report), I, David C. Dauch, Chairman of the Board & Chief Executive Officer of the Issuer, and I, Christopher J. May, Vice President & Chief Financial Officer of the Issuer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.



/s/ David C. Dauch			/s/ Christopher J. May
David C. Dauch			Christopher J. May
Chairman of the Board &			Vice President &
Chief Executive Officer			Chief Financial Officer
May 4, 2018			May 4, 2018

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Form 10-Q AMERICAN AXLE & MANUFACT For: Mar 31

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