AMERICAN AXLE & MANUFACTURING HOLDINGS INC (Form: 10-Q, Received: 08/03/2018 12:43:14)

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 June 30, 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 July 31, 2018 , the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 111,685,947 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 JUNE 30, 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	42

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	54

	Item 4	Controls and Procedures	54

Part II		OTHER INFORMATION	55

	Item 1A	Risk Factors	55

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	55

	Item 6	Exhibits	56

		Signatures	57

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 tariffs and the potential consequences thereof to us, our suppliers, and our customers and their suppliers, adverse changes in trade agreements, such as NAFTA, 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 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						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions, except per share data)

Net sales	$	1,900.9		$	1,757.8		$	3,759.3		$	2,807.7

Cost of goods sold	1,569.5			1,441.4			3,111.6			2,280.6

Gross profit	331.4			316.4			647.7			527.1

Selling, general and administrative expenses	95.0			105.6			192.3			186.8

Amortization of intangible assets	24.8			24.8			49.7			26.4

Restructuring and acquisition-related costs	36.8			51.7			55.1			67.7

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

Operating income	190.3			134.3			366.1			246.2

Interest expense	(54.4		)	(56.9		)	(107.6		)	(82.4		)

Investment income	0.5			0.8			1.0			1.4

Other income (expense)
Debt refinancing and redemption costs	(4.3		)	(2.7		)	(14.6		)	(2.7		)
Gain on settlement of capital lease	15.6			—			15.6			—
Other income (expense), net	5.6			(6.8		)	0.2			(7.9		)

Income before income taxes	153.3			68.7			260.7			154.6

Income tax expense	2.0			2.4			19.9			9.9

Net income	$	151.3		$	66.3		$	240.8		$	144.7

Net income attributable to noncontrolling interests	(0.2		)	(0.1		)	(0.3		)	(0.1		)

Net income attributable to AAM	$	151.1		$	66.2		$	240.5		$	144.6

Basic earnings per share	$	1.31		$	0.59		$	2.09		$	1.52

Diluted earnings per share	$	1.30		$	0.59		$	2.08		$	1.51

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions)
Net income	$	151.3		$	66.3		$	240.8		$	144.7

Other comprehensive income (loss)
Defined benefit plans, net of tax ^(a)	12.2			0.9			13.5			0.6
Foreign currency translation adjustments	(81.0		)	24.6			(43.1		)	36.5
Changes in cash flow hedges, net of tax ^(b)	(7.9		)	4.9			7.2			20.4
Other comprehensive income (loss)	(76.7		)	30.4			(22.4		)	57.5

Comprehensive income	$	74.6		$	96.7		$	218.4		$	202.2

Net income attributable to noncontrolling interests	(0.2		)	(0.1		)	(0.3		)	(0.1		)

Comprehensive income attributable to AAM	$	74.4		$	96.6		$	218.1		$	202.1



(a)	Amounts are net of tax of $(4.1) million and $(4.5) million for the three and six months ended June 30, 2018, and $(0.4) million and $(0.2) million for the three and six months ended June 30, 2017, respectively.
(b)	Amounts are net of tax of $(0.1) million and $(1.2) million for the three and six months ended June 30, 2018, and $0.7 million for the three and six months ended June 30, 2017.

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



	June 30, 2018			December 31, 2017
	(Unaudited)
Assets	(in millions)
Current assets
Cash and cash equivalents	$	353.2		$	376.8
Accounts receivable, net	1,253.6			1,035.9
Inventories, net	426.4			392.0
Prepaid expenses and other	121.8			140.3
Total current assets	2,155.0			1,945.0

Property, plant and equipment, net	2,459.3			2,402.9
Deferred income taxes	30.6			37.1
Goodwill	1,631.7			1,654.3
Intangible assets, net	1,159.8			1,212.5
GM postretirement cost sharing asset	248.3			252.2
Other assets and deferred charges	405.7			378.8
Total assets	$	8,090.4		$	7,882.8

Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	33.2		$	5.9
Accounts payable	930.9			799.0
Accrued compensation and benefits	161.5			200.0
Deferred revenue	38.1			34.1
Accrued expenses and other	168.0			177.4
Total current liabilities	1,331.7			1,216.4

Long-term debt, net	3,873.0			3,969.3
Deferred revenue	81.6			78.8
Deferred income taxes	143.0			101.7
Postretirement benefits and other long-term liabilities	894.9			976.6
Total liabilities	6,324.2			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 June 30, 2018 and 118.2 million shares issued as of December 31, 2017	1.2			1.2
Paid-in capital	1,278.3			1,264.6
Retained earnings	1,001.5			761.0
Treasury stock at cost, 7.1 million shares as of June 30, 2018 and 6.9 million shares as of December 31, 2017	(201.7		)	(198.1		)
Accumulated other comprehensive income (loss)
Defined benefit plans, net of tax	(238.5		)	(252.0		)
Foreign currency translation adjustments	(77.2		)	(34.1		)
Unrecognized income (loss) on cash flow hedges, net of tax	0.6			(6.6		)
Total AAM stockholders' equity	1,764.2			1,536.0
Noncontrolling interests in subsidiaries	2.0			4.0
Total stockholders' equity	1,766.2			1,540.0
Total liabilities and stockholders' equity	$	8,090.4		$	7,882.8

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended
	June 30,
	2018			2017
	(in millions)
Operating activities
Net income	$	240.8		$	144.7
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	258.0			180.8
Impairment of long-lived assets	23.9			—
Deferred income taxes	38.0			(24.6		)
Stock-based compensation	13.7			30.9
Pensions and other postretirement benefits, net of contributions	(0.6		)	(0.5		)
Gain on sale of business	(15.5		)	—
Loss (Gain) on disposal of property, plant and equipment, net	(4.9		)	1.1
Debt refinancing and redemption costs and (gain) on settlement of capital lease	(0.8		)	2.7
Changes in operating assets and liabilities, net of amounts acquired or disposed
Accounts receivable	(225.7		)	(139.8		)
Inventories	(47.4		)	6.2
Accounts payable and accrued expenses	83.7			45.0
Deferred revenue	8.1			8.4
Other assets and liabilities	(81.9		)	(41.7		)
Net cash provided by operating activities	289.4			213.2

Investing activities
Purchases of property, plant and equipment	(273.0		)	(138.6		)
Proceeds from sale of property, plant and equipment	0.9			1.5
Purchase buyouts of leased equipment	(0.5		)	(8.4		)
Proceeds from sale of business, net	47.1			5.9
Acquisition of business, net of cash acquired	(1.3		)	(895.5		)
Net cash used in investing activities	(226.8		)	(1,035.1		)

Financing activities
Payments of long-term debt and capital lease obligations	(528.7		)	(1,937.5		)
Proceeds from issuance of long-term debt	461.9			2,857.9
Debt issuance costs	(6.8		)	(90.5		)
Purchase of noncontrolling interest	(2.2		)	—
Purchase of treasury stock	(3.6		)	(6.9		)
Employee stock option exercises	—			0.9
Net cash provided by (used in) financing activities	(79.4		)	823.9

Effect of exchange rate changes on cash	(4.3		)	7.4

Net increase (decrease) in cash, cash equivalents and restricted cash	(21.1		)	9.4

Cash, cash equivalents and restricted cash at beginning of period	376.8			481.2

Cash, cash equivalents and restricted cash at end of period	$	355.7		$	490.6

Supplemental cash flow information
Interest paid	$	104.4		$	79.8
Income taxes paid, net of refunds	$	19.6		$	16.7
Non-cash investing activities: AAM common shares issued for acquisition of MPG	$	—		$	576.7

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)


1.	ORGANIZATION AND BASIS OF PRESENTATION

Organization We are a global Tier 1 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 .

Sale of Powertrain Aftermarket Business 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 . The difference between the selling price and the net proceeds received was primarily attributable to $2.5 million of cash that was placed into an escrow account that we expect to be distributed to us 18 months subsequent to the date of the sale. We have recorded this amount as restricted cash in Other assets and deferred charges in our Condensed Consolidated Balance Sheet as of June 30, 2018. As a result of the sale, we recorded a $15.5 million pre-tax gain, which is disclosed in the Gain on sale of business line of our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018. The impact to our Condensed Consolidated Balance Sheet was immaterial.

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

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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. 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.

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 and six months ended June 30, 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 June 30, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	899.0	$	216.3	$	197.2	$	209.6	$	1,522.1
Asia	159.3		1.2		29.9		—		190.4
Europe	30.7		70.3		54.9		—		155.9
South America	31.0		—		1.5		—		32.5
Total	$	1,120.0	$	287.8	$	283.5	$	209.6	$	1,900.9

	Three Months Ended June 30, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	862.0	$	201.6	$	204.2	$	195.4	$	1,463.2
Asia	103.9		0.7		32.5		—		137.1
Europe	21.2		57.6		44.6		—		123.4
South America	34.0		—		0.1		—		34.1
Total	$	1,021.1	$	259.9	$	281.4	$	195.4	$	1,757.8

	Six Months Ended June 30, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	1,784.3	$	432.6	$	396.4	$	419.4	$	3,032.7
Asia	282.1		2.6		61.0		—		345.7
Europe	59.7		143.7		110.8		—		314.2
South America	64.3		—		2.4		—		66.7
Total	$	2,190.4	$	578.9	$	570.6	$	419.4	$	3,759.3

	Six Months Ended June 30, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
North America	$	1,727.2	$	252.7	$	204.2	$	195.4	$	2,379.5
Asia	189.4		0.7		32.5		—		222.6
Europe	41.9		57.6		44.6		—		144.1
South America	61.4		—		0.1		—		61.5
Total	$	2,019.9	$	311.0	$	281.4	$	195.4	$	2,807.7

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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
June 30, 2018	1,253.6		38.1		81.6
Increase/(decrease)	$	217.7	$	4.0	$	2.8

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 and six months ended June 30, 2018 , we recognized contract liabilities of $21.0 million and $27.7 million , respectively, all of which have been recorded in our Condensed Consolidated Balance Sheet as long-term deferred revenue. During the three and six months ended June 30, 2018 , we also amortized $12.9 million and $20.9 million , respectively, 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. Since the inception of our global restructuring program, we have incurred severance charges totaling $2.8 million and implementation costs totaling $29.6 million . We expect minimal restructuring charges in future periods related to this global restructuring plan.

A summary of our restructuring activity for the first six months of 2018 and 2017 is shown below:



	Severance Charges			Implementation Costs			Asset Impairment Charges			Total
	(in millions)
Accrual as of December 31, 2016	$	0.6		$	9.2		$	—		$	9.8
Charges	1.5			7.0			—			8.5
Cash utilization	(2.0		)	(11.8		)	—			(13.8		)
Accrual as of June 30, 2017	$	0.1		$	4.4		$	—		$	4.5

Accrual as of December 31, 2017	$	0.3		$	—		$	—		$	0.3
Charges	2.0			5.5			23.9			31.4
Cash utilization	(0.4		)	(5.1		)	—			(5.5		)
Non-cash utilization	—			—			(23.9		)	(23.9		)
Accrual as of June 30, 2018	$	1.9		$	0.4		$	—		$	2.3

As part of our restructuring actions, we incurred severance charges of approximately $2.0 million and $1.5 million , as well as implementation costs, including professional expenses, of approximately $5.5 million and $7.0 million , during the six months ended June 30, 2018 and 2017 , respectively. We expect to incur up to $45 million of total restructuring charges in 2018 . The increase in estimated restructuring charges, which was previously disclosed as a range of $10 to $20 million for the full year 2018, is the result of the non-cash impairment charges described below.

In the second quarter of 2018, we initiated actions to exit operations at manufacturing facilities in our Metal Forming and Powertrain segments. As a result of these actions, we were required to assess the associated long-lived assets for impairment. Based on our analysis, assets that were not to be redeployed to other AAM facilities were determined to be fully impaired resulting in a charge of $23.9 million in the second quarter of 2018. See Note 8 - Fair Value for further detail.

In 2017, we completed the acquisitions of Metaldyne Performance Group, Inc. (MPG) and USM Mexico Manufacturing LLC (USM Mexico). During the six months ended June 30, 2018 , we incurred the following charges related to these acquisitions:



	Acquisition-Related Costs		Integration Expenses		Total
	(in millions)
Charges	$	1.1	$	22.6	$	23.7

Total restructuring and acquisition-related charges					$	55.1

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 restructuring charges and acquisition-related charges of $36.8 million and $55.1 million are shown on a separate line item titled Restructuring and acquisition-related costs in our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 , respectively.

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)

For the six months ended June 30, 2018, net sales and net income attributable to AAM included approximately $1,470 million and $120 million , respectively, attributable to MPG. For the period April 6, 2017 through June 30, 2017, net sales and net income attributable to AAM included approximately $684 million and $28 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 six months ended June 30, 2017 were approximately $3.5 billion , excluding MPG sales to AAM during this period. Unaudited pro forma net income for the six months ended June 30, 2017 was approximately $185 million . Unaudited pro forma earnings per share for the six months ended June 30, 2017 were approximately $1.94 per share.

The unaudited pro forma net income amount for the six months ended June 30, 2017 has been adjusted by approximately $45 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 Statements of Income for the six months ended June 30, 2018 and June 30, 2017. Further, we have not included pro forma revenue and earnings for the six months ended June 30, 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 six months ended June 30, 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
Sale of business	—			—			(15.1		)	—		(15.1		)
Foreign currency translation	(0.5		)	(4.8		)	(4.4		)	—		(9.7		)
Balance as of June 30, 2018	$	211.9		$	555.0		$	459.3		$	405.5	$	1,631.7

In April 2018, we completed the sale of the aftermarket business associated with our Powertrain segment. We allocated $15.1 million of goodwill to the sold business, which represents the fair value of the business sold relative to the fair value of the associated reporting unit.

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:



	June 30,							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	$	37.4	$	(17.2	)	$	20.2	$	35.6	$	(14.3	)	$	21.3
e-AAM in-process research and development	5.4		(0.4		)	5.0		5.9		—			5.9
Customer platforms	952.2		(88.1		)	864.1		952.2		(52.9		)	899.3
Customer relationships	147.0		(12.0		)	135.0		151.8		(7.3		)	144.5
Technology and other	150.8		(15.3		)	135.5		150.8		(9.3		)	141.5
Total	$	1,292.8	$	(133.0	)	$	1,159.8	$	1,296.3	$	(83.8	)	$	1,212.5

As a result of the acquisition of MPG in 2017, we recorded intangible assets related to aftermarket customer relationships that were associated with the Powertrain aftermarket business that we sold in the second quarter of 2018. As such, we have reduced the gross carrying amount of our customer relationships by $4.8 million , and reduced the associated accumulated amortization by $0.3 million as of June 30, 2018.

Amortization expense for our intangible assets was $24.8 million and $49.7 million for the three and six months ended June 30, 2018 respectively, and $24.8 million and $26.4 million for the three and six months ended June 30, 2017 , respectively. 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:



	June 30, 2018			December 31, 2017
	(in millions)

Raw materials and work-in-progress	$	366.1		$	319.7
Finished goods	78.6			89.6
Gross inventories	444.7			409.3
Inventory valuation reserves	(18.3		)	(17.3		)
Inventories, net	$	426.4		$	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:



	June 30, 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	450.0		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	—		400.0
Foreign credit facilities	94.8		53.2
Capital lease obligations	15.4		28.3
Total debt	3,979.5		4,050.8
Less: Current portion of long-term debt	33.2		5.9
Long-term debt	3,946.3		4,044.9
Less: Debt issuance costs	73.3		75.6
Long-term debt, net	$	3,873.0	$	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. The Credit Agreement includes 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 $932 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 June 30, 2018 we have prepaid $2.5 million of the outstanding principal on our Term Loan A Facility and $7.8 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 two quarters. Approximately $11.5 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 June 30, 2018 .

At June 30, 2018 , we had $896.5 million available under the Revolving Credit Facility. This availability reflects a reduction of $35.5 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 six months of 2018 related to the 6.25% Notes due 2026.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 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 $8.0 million in tender premiums.

Redemption of 6.625% Notes due 2022 In May 2018 , we voluntarily redeemed a portion of our 6.625% Notes due 2022. This resulted in a principal payment of $100.0 million , and a payment of $0.8 million in accrued interest. During the six months ended June 30, 2018 , we expensed $0.8 million for the write-off of a portion of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and $3.3 million for an early redemption premium.

Settlement of Capital Lease Obligation In the second quarter of 2018, we reached a settlement agreement related to a capital lease obligation that we had recognized as a result of the acquisition of MPG. This settlement resulted in a gain of $15.6 million , including accrued interest. As of June 30, 2018, $11.4 million is presented in Current portion of long-term debt in our Condensed Consolidated Balance Sheet related to this capital lease obligation, which we expect to pay in the second half of 2018.

Foreign credit facilities We utilize local currency credit facilities to finance the operations of certain foreign subsidiaries. At June 30, 2018 , $94.8 million was outstanding under our foreign credit facilities as compared to $53.2 million at December 31, 2017. The increase in outstanding borrowings under our foreign credit facilities primarily relate to our operations in China as we prepare for program launch activity. At June 30, 2018, an additional $94.8 million was available under our foreign credit facilities.

The weighted-average interest rate of our long-term debt outstanding was 5.9% at June 30, 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:



	June 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Input
	(in millions)
Balance Sheet Classification
Cash equivalents	$	108.4	$	108.4	$	72.8	$	72.8	Level 1
Prepaid expenses and other
Cash flow hedges - currency forward contracts	0.5		0.5		0.1		0.1		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	0.4		0.4		1.3		1.3		Level 2
Nondesignated - currency forward contracts	0.1		0.1		—		—		Level 2
Other assets and deferred charges
Cash flow hedges - currency forward contracts	0.2		0.2		0.2		0.2		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	1.8		1.8		0.9		0.9		Level 2
Accrued expenses and other
Cash flow hedges - currency forward contracts	3.3		3.3		6.0		6.0		Level 2
Nondesignated - currency forward contracts	1.5		1.5		2.8		2.8		Level 2
Postretirement benefits and other long-term liabilities
Cash flow hedges - currency forward contracts	2.0		2.0		2.6		2.6		Level 2
Cash flow hedges - variable-to-fixed interest rate swap	1.0		1.0		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.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We estimated the fair value of the amounts outstanding on our debt using available market information and other observable data, to be as follows:



	June 30, 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		91.9		92.5		92.5		Level 2
Term Loan B Facility	1,526.8		1,517.2		1,526.8		1,528.7		Level 2
7.75% Notes due 2019	200.0		209.5		200.0		217.5		Level 2
6.625% Notes due 2022	450.0		460.7		550.0		570.2		Level 2
6.50% Notes due 2027	500.0		494.4		500.0		527.5		Level 2
6.25% Notes due 2026	400.0		389.0		—		—		Level 2
6.25% Notes due 2025	700.0		683.9		700.0		736.8		Level 2
6.25% Notes due 2021	—		—		400.0		410.0		Level 2

Long-Lived Assets During the second quarter of 2018, we recorded asset impairment charges as a result of restructuring actions initiated during the quarter. See Note 3 - Restructuring and Acquisition-Related Costs for further detail.

The following table summarizes the impairments of long-lived assets measured at fair value on a nonrecurring basis subsequent to initial recognition:




Balance Sheet Classification	Fair Value at June 30, 2018		Asset Impairment for the Six Months Ended June 30, 2018
	(in millions)

Property, plant and equipment, net	$	—	$	23.6
Other assets and deferred charges	—		0.3

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 June 30, 2018 , we have currency forward contracts outstanding with a notional amount of $213.8 million that hedge our exposure to changes in foreign currency exchange rates for certain payroll expenses into the second quarter of 2021 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. In the second quarter of 2018 , we discontinued this variable-to-fixed interest rate swap, which was in an asset position of $5.6 million on the date that it was discontinued.

Also in the second quarter of 2018 , we entered into a new 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: $900.0 million through May 2019, $750.0 million through May 2020, $500.0 million through May 2021, $400.0 million through May 2022 and $400.0 million through May 2023.

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 During												Total of Financial		Gain (Loss) Expected
	of Gain (Loss)	Three Months Ended						Six Months Ended						Statement		to be Reclassified
	Reclassified into	June 30,						June 30,						Line Item		During the
	Net Income	2018			2017			2018			2017			2018		Next 12 Months
		(in millions)

Currency forward contracts	Cost of Goods Sold	$	(0.8	)	$	(1.1	)	$	(2.8	)	$	(3.9	)	$	3,111.6	$	(2.8	)
Variable-to-fixed interest rate swap	Interest Expense	0.9			—			1.3			—			107.6		2.5

See Note 14 - Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (AOCI) for amounts recognized in other comprehensive income (loss) during the three and six months ended June 30, 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 and losses recognized in the Condensed Consolidated Statements of Income for those derivative instruments not designated as hedging instruments under ASC 815:



		Gain (Loss) Recognized During									Total of Financial
	Location of Gain (Loss)	Three Months Ended					Six Months Ended				Statement Line
	Recognized in	June 30,					June 30,				Item
	Net Income	2018			2017		2018		2017		2018
		(in millions)

Currency forward contracts	Cost of Goods Sold	$	(3.5	)	$	2.2	$	0.5	$	5.7	$	3,111.6
Currency forward contracts	Other Income (Expense), net	1.8			—		1.8		—		0.2
Currency option contracts	Cost of Goods Sold	—			1.1		—		1.1		3,111.6

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 or six months ended June 30, 2017 as the total of the components of net benefit cost other than service cost were immaterial for these periods. For the three and six months ended June 30, 2018 , the total of the components of net benefit cost other than service cost included in Other income (expense) was expense of $0.3 million and $0.5 million respectively, 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 six months ended June 30, 2018 .

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



	Pension Benefits
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions)

Service cost	$	1.0		$	1.1		$	2.1		$	1.9
Interest cost	6.8			7.4			13.7			14.2
Expected asset return	(11.5		)	(11.1		)	(23.0		)	(21.6		)
Amortized loss	2.2			1.8			4.4			3.5
Amortized prior service cost	0.1			—			0.1			—
Curtailment	—			—			3.2			—
Net periodic benefit cost (credit)	$	(1.4	)	$	(0.8	)	$	0.5		$	(2.0	)

	Other Postretirement Benefits
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions)

Service cost	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost	3.1			3.3			6.2			6.6
Amortized loss	0.2			0.1			0.4			0.3
Amortized prior service credit	(0.6		)	(0.6		)	(1.3		)	(1.3		)
Net periodic benefit cost	$	2.8		$	2.9		$	5.5		$	5.8

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 June 30, 2018 and December 31, 2017 , we have a noncurrent pension liability of $115.3 million and $134.7 million , respectively. In the second quarter of 2018, our AAM Supplemental Executive Retirement Plan (SERP) was amended and restated to freeze further benefit accruals and the vesting of benefits, as well as new eligibility to participate in the SERP. As a result, we recorded a reduction of

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

our noncurrent pension liability, as well as a reduction of the accumulated other comprehensive loss associated with the SERP, of $11.6 million in the second quarter of 2018.

As of June 30, 2018 and December 31, 2017 , we have a noncurrent other postretirement benefits liability of $579.9 million and $583.0 million , respectively.

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						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions)

Beginning balance	$	53.6		$	47.5		$	49.5		$	42.9
Accruals	6.2			4.1			10.5			9.6
Payments	(0.6		)	(1.5		)	(1.1		)	(2.4		)
Adjustment to prior period accruals	(0.2		)	(2.4		)	(0.2		)	(2.6		)
Foreign currency translation	(0.6		)	0.2			(0.3		)	0.4
Ending balance	$	58.4		$	47.9		$	58.4		$	47.9

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


12.	INCOME TAXES

Tax Provision for the Three and Six Months Ended June 30, 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 $2.0 million for the three months ended June 30, 2018 as compared to $2.4 million for the three months ended June 30, 2017 . Our effective income tax rate was 1.3% in the second quarter of 2018 as compared to 3.6% in the second quarter of 2017 . Income tax expense was $19.9 million for the six months ended June 30, 2018 as compared to $9.9 million for the six months ended June 30, 2017 . Our effective income tax rate was 7.6% in the first six months of 2018 as compared to 6.4% in the first six months of 2017 .

The changes in income tax expense and effective income tax rate for the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017, reflect the reduction in the U.S. statutory tax rate as a result of the 2017 Act (defined below), as well as a $20.0 million discrete tax benefit associated with the reduction of our liability for unrecognized tax benefits as described below. Our income tax expense and effective income tax rate for the three and six months ended June 30, 2018 also reflect the benefit of additional U.S. tax credits and a discrete tax expense related to the sale of the aftermarket business associated with our Powertrain segment. Our effective income tax rates for the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017, reflect a decreased benefit related to the proportionate share of income attributable to lower tax rate jurisdictions due primarily to the decrease in the U.S. statutory tax rate. The factors described above also impacted our effective income tax rate for the three and six months ended June 30, 2018 as compared to the U.S. statutory rate.

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 June 30, 2018 and December 31, 2017 , we have recorded a liability for unrecognized income tax benefits and related interest and penalties of $34.1 million and $55.2 million , respectively.

In the second quarter of 2018, we finalized an advance pricing agreement in a foreign jurisdiction, which resulted in a reduction of our liability for unrecognized tax benefits and related interest and penalties of $20.0 million . In the second half of 2018, we may finalize another advance pricing agreement in a foreign jurisdiction, which could result in a cash payment to the relevant tax authorities and a reduction of our liability for unrecognized tax benefits and related interest and penalties. We do not expect any potential settlement to 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)

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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 and six months ended June 30, 2018 , we did not record any adjustments to these provisional amounts as we did not obtain sufficient information to adjust the estimates previously recorded.

GILTI Tax: Beginning in 2018, the effect of the global intangible low-taxed income (GILTI) provisions have been included in our annual effective income tax rate calculation. Under GAAP, we are required to make an accounting policy election to either 1) treat taxes due related to GILTI as a current period expense when incurred (the "period cost method") or 2) factor such amounts into our measurement of deferred taxes (the "deferred method"). We are continuing to evaluate the GILTI tax rules and have not yet adopted our policy to account for the related impacts.

We determine our provision for income taxes for interim periods using an estimate of our annual effective income tax rate. We record any changes affecting the estimated annual effective income tax rate in the interim period in which the change occurs, including discrete tax items. We have included in the estimated annual effective income tax rate the reduction in the U.S. statutory tax rate, GILTI, and the FDII deduction related to current year operations and have not provided additional GILTI on deferred items.

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						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
	(in millions, except per share data)
Numerator
Net income attributable to AAM	$	151.1		$	66.2		$	240.5		$	144.6
Less: Net income attributable to participating securities	(4.9		)	(1.4		)	(6.8		)	(3.3		)
Net income attributable to common shareholders - Basic and Dilutive	$	146.2		$	64.8		$	233.7		$	141.3

Denominators
Basic common shares outstanding -
Weighted-average shares outstanding	115.4			111.6			114.8			95.2
Less: Participating securities	(3.7		)	(2.3		)	(3.3		)	(2.2		)
Weighted-average common shares outstanding	111.7			109.3			111.5			93.0

Effect of dilutive securities -
Dilutive stock-based compensation	0.6			0.4			0.6			0.4

Diluted shares outstanding -
Adjusted weighted-average shares after assumed conversions	112.3			109.7			112.1			93.4

Basic EPS	$	1.31		$	0.59		$	2.09		$	1.52

Diluted EPS	$	1.30		$	0.59		$	2.08		$	1.51

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 June 30, 2018 and June 30, 2017 are as follows (in millions) :



	Defined Benefit Plans				Foreign Currency Translation Adjustments			Unrecognized Gain (Loss) on Cash Flow Hedges				Total
Balance at March 31, 2018	$	(250.7	)		$	3.8		$	8.5			$	(238.4	)

Other comprehensive income (loss) before reclassifications	14.7				(81.2		)	(7.7		)		(74.2		)

Income tax effect of other comprehensive income (loss) before reclassifications	(3.6		)		—			(0.4		)		(4.0		)

Amounts reclassified from accumulated other comprehensive income (loss)	1.6			(a)	0.2			(0.1		)	(b)	1.7

Income taxes reclassified into net income	(0.5		)		—			0.3				(0.2		)

Net current period other comprehensive income (loss)	12.2				(81.0		)	(7.9		)		(76.7		)

Balance at June 30, 2018	$	(238.5	)		$	(77.2	)	$	0.6			$	(315.1	)



	Defined Benefit Plans				Foreign Currency Translation Adjustments			Unrecognized Gain (Loss) on Cash Flow Hedges				Total
Balance at March 31, 2017	$	(243.8	)		$	(110.5	)	$	(8.2	)		$	(362.5	)

Other comprehensive income before reclassifications	—				24.6			3.1				27.7

Income tax effect of other comprehensive income before reclassifications	—				—			0.7				0.7

Amounts reclassified from accumulated other comprehensive loss	1.3			(a)	—			1.1			(b)	2.4

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

Net current period other comprehensive income	0.9				24.6			4.9				30.4

Balance at June 30, 2017	$	(242.9	)		$	(85.9	)	$	(3.3	)		$	(332.1	)



(a)	The amount reclassified from AOCI included $1.6 million in cost of goods sold (COGS) for the three months ended June 30, 2018 and $1.4 million in COGS and $(0.1) million in SG&A for the three months ended June 30, 2017.

(b)	The amounts reclassified from AOCI included $0.8 million in COGS and $(0.9) million in interest expense for the three months ended June 30, 2018 and $1.1 million in COGS for the three months ended June 30, 2017.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Reclassification adjustments and other activity impacting accumulated other comprehensive income (loss) during the six months ended June 30, 2018 and June 30, 2017 are as follows (in millions) :



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

Other comprehensive income (loss) before reclassifications	14.7				(43.3		)	6.9				(21.7		)

Income tax effect of other comprehensive income (loss) before reclassifications	(3.6		)		—			(1.5		)		(5.1		)

Amounts reclassified from accumulated other comprehensive loss	3.3			(a)	0.2			1.5			(b)	5.0

Income taxes reclassified into net income	(0.9		)		—			0.3				(0.6		)

Net current period other comprehensive income (loss)	13.5				(43.1		)	7.2				(22.4		)

Balance at June 30, 2018	$	(238.5	)		$	(77.2	)	$	0.6			$	(315.1	)



	Defined Benefit Plans				Foreign Currency Translation Adjustments			Unrecognized 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		)		36.5			15.8				50.6

Income tax effect of other comprehensive income before reclassifications	0.6				—			0.7				1.3

Amounts reclassified from accumulated other comprehensive loss	2.5			(a)	—			3.9			(b)	6.4

Income taxes reclassified into net income	(0.8		)		—			—				(0.8		)

Net current period other comprehensive income	0.6				36.5			20.4				57.5

Balance at June 30, 2017	$	(242.9	)		$	(85.9	)	$	(3.3	)		$	(332.1	)



(a)	The amount reclassified from AOCI included $3.0 million in cost of goods sold (COGS) and $0.3 million in selling, general & administrative expenses (SG&A) for the six months ended June 30, 2018 and $2.8 million in COGS and $(0.3) million in SG&A for the six months ended June 30, 2017.

(b)	The amounts reclassified from AOCI included $2.8 million in COGS and $(1.3) million in interest expense for the six months ended June 30, 2018 and $3.9 million in COGS for the six months ended June 30, 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 EBITDA for our reportable segments excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gain on the sale of a business, and non-recurring items. The following tables represent information by reportable segment for the three months ended June 30, 2018 and 2017 (in millions) :



	Three Months Ended June 30, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	1,120.2	$	397.1	$	288.3	$	243.2	$	2,048.8
Less: intersegment sales	0.2		109.3		4.8		33.6		147.9
Net external sales	$	1,120.0	$	287.8	$	283.5	$	209.6	$	1,900.9

Segment Adjusted EBITDA	$	184.9	$	89.1	$	47.0	$	26.9	$	347.9
	Three Months Ended June 30, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	1,021.5	$	369.3	$	283.6	$	225.6	$	1,900.0
Less: intersegment sales	0.4		109.4		2.2		30.2		142.2
Net external sales	$	1,021.1	$	259.9	$	281.4	$	195.4	$	1,757.8

Segment Adjusted EBITDA	$	179.0	$	69.4	$	51.9	$	25.5	$	325.8

The following tables represent information by reportable segment for the six months ended June 30, 2018 and 2017 :



	Six Months Ended June 30, 2018
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	2,190.8	$	794.1	$	580.2	$	482.2	$	4,047.3
Less: intersegment sales	0.4		215.2		9.6		62.8		288.0
Net external sales	$	2,190.4	$	578.9	$	570.6	$	419.4	$	3,759.3

Segment Adjusted EBITDA	$	354.9	$	164.4	$	97.1	$	48.5	$	664.9
	Six Months Ended June 30, 2017
	Driveline		Metal Forming		Powertrain		Casting		Total
Sales	$	2,020.8	$	519.3	$	283.6	$	225.6	$	3,049.3
Less: intersegment sales	0.9		208.3		2.2		30.2		241.6
Net external sales	$	2,019.9	$	311.0	$	281.4	$	195.4	$	2,807.7

Segment Adjusted EBITDA	$	332.2	$	99.8	$	51.9	$	25.5	$	509.4

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table represents a reconciliation of Total Segment Adjusted EBITDA to consolidated income before income taxes for the three and six months ended June 30, 2018 and 2017 (in millions) :



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Total Segment Adjusted EBITDA	$	347.9		$	325.8		$	664.9		$	509.4
Interest expense	(54.4		)	(56.9		)	(107.6		)	(82.4		)
Depreciation and amortization	(130.2		)	(124.6		)	(258.0		)	(180.8		)
Restructuring and acquisition-related costs	(36.8		)	(51.7		)	(55.1		)	(67.7		)
Gain on sale of business	15.5			—			15.5			—
Gain on settlement of capital lease	15.6			—			15.6			—
Acquisition-related fair value inventory adjustment	—			(24.9		)	—			(24.9		)
Impact of change in accounting principle	—			3.7			—			3.7
Debt refinancing and redemption costs	(4.3		)	(2.7		)	(14.6		)	(2.7		)
Income before income taxes	$	153.3		$	68.7		$	260.7		$	154.6

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), and 6.25% Notes (due 2025) 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 June 30,
(in millions)
	Holdings			AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims			Consolidated
2018
Net sales
External	$	—		$	302.8		$	572.6		$	1,025.5		$	—		$	1,900.9
Intercompany	—			2.3			78.0			10.8			(91.1		)	—
Total net sales	—			305.1			650.6			1,036.3			(91.1		)	1,900.9
Cost of goods sold	—			305.7			542.3			812.6			(91.1		)	1,569.5
Gross profit (loss)	—			(0.6		)	108.3			223.7			—			331.4
Selling, general and administrative expenses	—			60.2			19.9			14.9			—			95.0
Amortization of intangible assets	—			1.4			22.5			0.9			—			24.8
Restructuring and acquisition-related costs	—			9.8			26.8			0.2			—			36.8
Gain on sale of business	—			—			(15.5		)	—			—			(15.5		)
Operating income (loss)	—			(72.0		)	54.6			207.7			—			190.3
Non-operating income (expense), net	—			(63.3		)	3.2			23.1			—			(37.0		)
Income (loss) before income taxes	—			(135.3		)	57.8			230.8			—			153.3
Income tax expense (benefit)	—			8.0			0.1			(6.1		)	—			2.0
Earnings from equity in subsidiaries	151.1			106.3			67.3			—			(324.7		)	—
Net income (loss) before royalties	151.1			(37.0		)	125.0			236.9			(324.7		)	151.3
Royalties	—			85.0			0.9			(85.9		)	—			—
Net income after royalties	151.1			48.0			125.9			151.0			(324.7		)	151.3
Net income attributable to noncontrolling interests	—			—			—			(0.2		)	—			(0.2		)
Net income attributable to AAM	$	151.1		$	48.0		$	125.9		$	150.8		$	(324.7	)	$	151.1
Other comprehensive loss, net of tax	(76.7		)	(29.2		)	(75.3		)	(81.0		)	185.5			(76.7		)
Comprehensive income attributable to AAM	$	74.4		$	18.8		$	50.6		$	69.8		$	(139.2	)	$	74.4

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	$	—	$	260.3		$	560.6	$	936.9		$	—		$	1,757.8
Intercompany	—		1.9			101.9		7.9			(111.7		)	—
Total net sales	—		262.2			662.5		944.8			(111.7		)	1,757.8
Cost of goods sold	—		245.4			580.6		727.1			(111.7		)	1,441.4
Gross profit	—		16.8			81.9		217.7			—			316.4
Selling, general and administrative expenses	—		65.8			21.0		18.8			—			105.6
Amortization of intangible assets	—		1.5			22.7		0.6			—			24.8
Restructuring and acquisition-related costs	—		50.1			—		1.6			—			51.7
Operating income (loss)	—		(100.6		)	38.2		196.7			—			134.3
Non-operating income (expense), net	—		(61.6		)	7.0		(11.0		)	—			(65.6		)
Income (loss) before income taxes	—		(162.2		)	45.2		185.7			—			68.7
Income tax expense (benefit)	—		(30.4		)	15.8		17.0			—			2.4
Earnings from equity in subsidiaries	66.2		81.3			8.2		—			(155.7		)	—
Net income (loss) before royalties	66.2		(50.5		)	37.6		168.7			(155.7		)	66.3
Royalties	—		89.2			1.3		(90.5		)	—			—
Net income after royalties	66.2		38.7			38.9		78.2			(155.7		)	66.3
Net income attributable to noncontrolling interests	—		—			—		(0.1		)	—			(0.1		)
Net income attributable to AAM	$	66.2	$	38.7		$	38.9	$	78.1		$	(155.7	)	$	66.2
Other comprehensive income, net of tax	30.4		11.3			21.6		17.1			(50.0		)	30.4
Comprehensive income attributable to AAM	$	96.6	$	50.0		$	60.5	$	95.2		$	(205.7	)	$	96.6

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



Condensed Consolidating Statements of Income
Six Months Ended June 30,
(in millions)
	Holdings			AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims			Consolidated
2018
Net sales
External	$	—		$	604.3		$	1,154.9		$	2,000.1		$	—		$	3,759.3
Intercompany	—			3.3			156.0			20.3			(179.6		)	—
Total net sales	—			607.6			1,310.9			2,020.4			(179.6		)	3,759.3
Cost of goods sold	—			583.9			1,119.1			1,588.2			(179.6		)	3,111.6
Gross profit	—			23.7			191.8			432.2			—			647.7
Selling, general and administrative expenses	—			120.0			41.8			30.5			—			192.3
Amortization of intangible assets	—			2.9			45.1			1.7			—			49.7
Restructuring and acquisition-related costs	—			26.1			27.9			1.1			—			55.1
Gain on sale of business	—			—			(15.5		)	—			—			(15.5		)
Operating income (loss)	—			(125.3		)	92.5			398.9			—			366.1
Non-operating income (expense), net	—			(133.8		)	8.2			20.2			—			(105.4		)
Income (loss) before income taxes	—			(259.1		)	100.7			419.1			—			260.7
Income tax expense	—			9.1			0.5			10.3			—			19.9
Earnings from equity in subsidiaries	240.5			173.5			107.8			—			(521.8		)	—
Net income (loss) before royalties	240.5			(94.7		)	208.0			408.8			(521.8		)	240.8
Royalties	—			169.2			1.9			(171.1		)	—			—
Net income after royalties	240.5			74.5			209.9			237.7			(521.8		)	240.8
Net income attributable to noncontrolling interests	—			—			—			(0.3		)	—			(0.3		)
Net income attributable to AAM	$	240.5		$	74.5		$	209.9		$	237.4		$	(521.8	)	$	240.5
Other comprehensive loss, net of tax	(22.4		)	(3.6		)	(40.2		)	(37.3		)	81.1			(22.4		)
Comprehensive income attributable to AAM	$	218.1		$	70.9		$	169.7		$	200.1		$	(440.7	)	$	218.1

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	$	—	$	556.9		$	610.8	$	1,640.0		$	—		$	2,807.7
Intercompany	—		2.2			134.7		12.9			(149.8		)	—
Total net sales	—		559.1			745.5		1,652.9			(149.8		)	2,807.7
Cost of goods sold	—		522.6			641.7		1,266.1			(149.8		)	2,280.6
Gross profit	—		36.5			103.8		386.8			—			527.1
Selling, general and administrative expenses	—		138.2			21.0		27.6			—			186.8
Amortization of intangible assets	—		2.8			22.7		0.9			—			26.4
Restructuring and acquisition-related costs	—		65.4			—		2.3			—			67.7
Operating income (loss)	—		(169.9		)	60.1		356.0			—			246.2
Non-operating income (expense), net	—		(87.9		)	9.4		(13.1		)	—			(91.6		)
Income (loss) before income taxes	—		(257.8		)	69.5		342.9			—			154.6
Income tax expense (benefit)	—		(33.2		)	24.2		18.9			—			9.9
Earnings from equity in subsidiaries	144.6		173.0			15.9		—			(333.5		)	—
Net income (loss) before royalties	144.6		(51.6		)	61.2		324.0			(333.5		)	144.7
Royalties	—		168.7			1.3		(170.0		)	—			—
Net income after royalties	144.6		117.1			62.5		154.0			(333.5		)	144.7
Net income attributable to noncontrolling interests	—		—			—		(0.1		)	—			(0.1		)
Net income attributable to AAM	$	144.6	$	117.1		$	62.5	$	153.9		$	(333.5	)	$	144.6
Other comprehensive income, net of tax	57.5		38.6			32.1		43.5			(114.2		)	57.5
Comprehensive income attributable to AAM	$	202.1	$	155.7		$	94.6	$	197.4		$	(447.7	)	$	202.1

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
June 30, 2018
Assets
Current assets
Cash and cash equivalents	$	—	$	82.3	$	0.3	$	270.6	$	—		$	353.2
Accounts receivable, net	—		182.7		339.3		731.6		—			1,253.6
Intercompany receivables	—		2,748.4		1,446.6		91.1		(4,286.1		)	—
Inventories, net	—		34.4		153.8		238.2		—			426.4
Prepaid expenses and other	—		37.3		4.9		79.6		—			121.8
Total current assets	—		3,085.1		1,944.9		1,411.1		(4,286.1		)	2,155.0
Property, plant and equipment, net	—		259.6		770.3		1,429.4		—			2,459.3
Goodwill	—		—		1,204.5		427.2		—			1,631.7
Intangible assets, net	—		19.9		1,106.2		33.7		—			1,159.8
Intercompany notes and accounts receivable	11.7		1,319.7		133.7		—		(1,465.1		)	—
Other assets and deferred charges	—		341.9		115.3		227.4		—			684.6
Investment in subsidiaries	3,071.1		2,146.6		1,690.1		—		(6,907.8		)	—
Total assets	$	3,082.8	$	7,172.8	$	6,965.0	$	3,528.8	$	(12,659.0	)	$	8,090.4
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	—	$	11.5	$	—	$	21.7	$	—		$	33.2
Accounts payable	—		156.8		245.6		528.5		—			930.9
Intercompany payables	—		1,404.5		2,747.6		134.0		(4,286.1		)	—
Accrued expenses and other	—		141.1		40.9		185.6		—			367.6
Total current liabilities	—		1,713.9		3,034.1		869.8		(4,286.1		)	1,331.7
Intercompany notes and accounts payable	1,316.6		15.2		—		133.3		(1,465.1		)	—
Long-term debt, net	—		3,785.0		3.5		84.5		—			3,873.0
Other long-term liabilities	—		598.8		332.0		188.7		—			1,119.5
Total liabilities	1,316.6		6,112.9		3,369.6		1,276.3		(5,751.2		)	6,324.2
Total AAM Stockholders’ equity	1,764.2		1,059.9		3,595.4		2,250.5		(6,905.8		)	1,764.2
Noncontrolling interests in subsidiaries	2.0		—		—		2.0		(2.0		)	2.0
Total stockholders’ equity	1,766.2		1,059.9		3,595.4		2,252.5		(6,907.8		)	1,766.2
Total liabilities and stockholders’ equity	$	3,082.8	$	7,172.8	$	6,965.0	$	3,528.8	$	(12,659.0	)	$	8,090.4

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
Six Months Ended June 30,
(in millions)
	Holdings			AAM Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elims		Consolidated
2018
Net cash provided by operating activities	$	—		$	152.3		$	8.6		$	128.5		$	—	$	289.4
Investing activities
Purchases of property, plant and equipment	—			(40.3		)	(74.5		)	(158.2		)	—		(273.0		)
Proceeds from sale of property, plant and equipment	—			—			0.5			0.4			—		0.9
Purchase buyouts of leased equipment	—			—			(0.5		)	—			—		(0.5		)
Proceeds from sale of business, net	—			—			42.7			4.4			—		47.1
Acquisition of business, net of cash acquired	—			—			—			(1.3		)	—		(1.3		)
Net cash used in investing activities	—			(40.3		)	(31.8		)	(154.7		)	—		(226.8		)
Financing activities
Net debt activity	—			(111.2		)	(0.4		)	44.8			—		(66.8		)
Debt issuance costs	—			(6.8		)	—			—			—		(6.8		)
Purchase of treasury stock	(3.6		)	—			—			—			—		(3.6		)
Purchase of noncontrolling interest	—			—			(2.2		)	—			—		(2.2		)
Intercompany activity	3.6			(3.6		)	28.5			(28.5		)	—		—
Net cash provided by (used in) financing activities	—			(121.6		)	25.9			16.3			—		(79.4		)
Effect of exchange rate changes on cash	—			—			—			(4.3		)	—		(4.3		)
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(9.6		)	2.7			(14.2		)	—		(21.1		)
Cash, cash equivalents and restricted cash at beginning of period	—			91.9			0.1			284.8			—		376.8
Cash, cash equivalents and restricted cash at end of period	$	—		$	82.3		$	2.8		$	270.6		$	—	$	355.7

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	$	—		$	222.8		$	(25.2	)	$	15.6		$	—	$	213.2
Investing activities
Purchases of property, plant and equipment	—			(28.4		)	(39.2		)	(71.0		)	—		(138.6		)
Proceeds from sale of property, plant and equipment	—			0.3			0.1			1.1			—		1.5
Purchase buyouts of leased equipment	—			(8.4		)	—			—			—		(8.4		)
Proceeds from sale of business, net	—			7.5			(1.6		)	—			—		5.9
Acquisition of business, net of cash acquired	—			(953.5		)	64.6			(6.6		)	—		(895.5		)
Net cash used in investing activities	—			(982.5		)	23.9			(76.5		)	—		(1,035.1		)
Financing activities
Net debt activity	—			931.4			(0.2		)	(10.8		)	—		920.4
Debt issuance costs	—			(90.5		)	—			—			—		(90.5		)
Employee stock option exercises	—			0.9			—			—			—		0.9
Purchase of treasury stock	(6.9		)	—			—			—			—		(6.9		)
Intercompany activity	6.9			(6.9		)	—			—			—		—
Net cash provided by (used in) financing activities	—			834.9			(0.2		)	(10.8		)	—		823.9
Effect of exchange rate changes on cash	—			—			—			7.4			—		7.4
Net increase (decrease) in cash, cash equivalents and restricted cash	—			75.2			(1.5		)	(64.3		)	—		9.4
Cash, cash equivalents and restricted cash at beginning of period	—			84.3			1.6			395.3			—		481.2
Cash, cash equivalents and restricted cash at end of period	$	—		$	159.5		$	0.1		$	331.0		$	—	$	490.6

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 1 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 six months of 2018 , 53% of our consolidated net sales in the first six 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 six months of 2018 , and 14% of our consolidated net sales in the first six months of 2017 and 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 $2,170.6 million in the first six months of 2018 as compared to $1,316.8 million in the first six months of 2017 . This increase is primarily attributable to our acquisition of MPG, which occurred in the second quarter of 2017.

RESULTS OF OPERATIONS –– THREE MONTHS ENDED JUNE 30, 2018 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2017

Net Sales Net sales increased to $1,900.9 million in the second quarter of 2018 as compared to $1,757.8 million in the second quarter of 2017 . Our sales in the second quarter of 2018 , as compared to the second quarter of 2017 , reflect an increase in production volumes related to crossover vehicles, 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 $40 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 $1,569.5 million in the second quarter of 2018 as compared to $1,441.4 million in the second quarter of 2017. 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 $40 million related to metal market pass-through costs and the impact of foreign exchange. For the three months ended June 30, 2018 , material costs were approximately 59% of total costs of goods sold as compared to approximately 61% for the three months ended June 30, 2017 .

Gross Profit Gross profit increased to $331.4 million in the second quarter of 2018 as compared to $316.4 million in the second quarter of 2017 . Gross margin was 17.4% in the second quarter of 2018 as compared to 18.0% in the second quarter of 2017 . Gross profit and gross margin were impacted by the 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 $95.0 million or 5.0% of net sales in the second quarter of 2018 as compared to $105.6 million or 6.0% of net sales in the second quarter of 2017 . R&D spending was approximately $34.1 million in the second quarter of 2018 as compared to $41.0 million in the second quarter of 2017 . The change in SG&A in the second quarter of 2018, as compared to the second quarter of 2017 , primarily reflects lower R&D spending and the positive impact of achieving synergies associated with 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 related to these intangible assets was $24.8 million for both the three months ended June 30, 2018 and June 30, 2017 .

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $36.8 million in the second quarter of 2018 as compared to $51.7 million in the second quarter of 2017. As part of our restructuring actions, we incurred severance charges of approximately $1.8 million , as well as implementation costs, including professional expenses, of approximately $1.6 million during the three months ended June 30, 2018 . This compares to severance charges of $0.3 million and implementation charges of $1.4 million for the three months ended June 30, 2017.

In 2017, we completed the acquisitions of MPG and USM Mexico. During the three months ended June 30, 2018 , we did not incur any acquisition-related costs and we incurred $9.5 million of integration expenses associated with these acquisitions. This compares to $36.4 million of acquisition-related costs, $4.2 million of acquisition-related severance charges and $9.4 million of integration expenses related to these acquisitions during the three months ended June 30, 2017 .

Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred. Also included in acquisition-related costs for the three months ended June 30, 2017 was a one-time charge of approximately $20 million for MPG stock-based compensation that was accelerated and settled as a result of the acquisition. Integration expenses reflect costs incurred for information technology systems, ongoing operational activities, and consulting fees incurred in conjunction with the acquisitions.

Gain on Sale of Business In April 2018, we completed the sale of the aftermarket business associated with our Powertrain segment for approximately $50 million . As a result we recorded a $15.5 million pre-tax gain, which is disclosed in the Gain on sale of business line item of our Condensed Consolidated Statement of Income for the three months ended June 30, 2018.

Operating Income Operating income increased to $190.3 million in the second quarter of 2018 as compared to $134.3 million in the second quarter of 2017 . Operating margin increased to 10.0% in the second quarter of 2018 as compared to 7.6%

in the second 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, Restructuring and Acquisition-Related Costs and Gain on Sale of Business above.

Interest Expense and Investment Income Interest expense was $54.4 million in the second quarter of 2018 as compared to $56.9 million in the second quarter of 2017 . Investment income was $0.5 million in the second quarter of 2018 as compared to $0.8 million in the second quarter of 2017 .

The weighted-average interest rate of our long-term debt outstanding was 5.8% in the second quarter of 2018 and 5.6% in the second quarter of 2017 .

Debt Refinancing and Redemption Costs 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 redeemed the remaining $16.9 million of the 6.25% Notes due 2021 during the second quarter of 2018 . During the three months ended June 30, 2018 , we expensed $0.2 million in tender premiums.

In May 2018 , we voluntarily redeemed a portion of our 6.625% Notes due 2022. This resulted in a principal payment of $100.0 million , and a payment of $0.8 million in accrued interest. During the three months ended June 30, 2018 , we expensed $0.8 million for the write-off of a portion of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and $3.3 million for an early redemption premium.

Gain on Settlement of Capital Lease In the second quarter of 2018, we reached a settlement agreement related to a capital lease obligation that we had recognized as a result of the acquisition of MPG. This settlement resulted in a gain of $15.6 million , including accrued interest.

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 income of $5.6 million in the second quarter of 2018 as compared to expense of $6.8 million in the second quarter of 2017 . The change in other income (expense), net for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily attributable to remeasurement gains on our Mexican Peso and Euro denominated assets and liabilities.

Income Tax Expense Income tax expense was $2.0 million for the three months ended June 30, 2018 as compared to $2.4 million for the three months ended June 30, 2017 . Our effective income tax rate was 1.3% in the second quarter of 2018 as compared to 3.6% in the second quarter of 2017 .

The changes in income tax expense and effective income tax rate for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, reflect the reduction in the U.S. statutory tax rate as a result of the 2017 Act, as well as a $20.0 million discrete tax benefit associated with the reduction of our liability for unrecognized tax benefits. Our income tax expense and effective income tax rate for the three months ended June 30, 2018 also reflect the benefit of additional U.S. tax credits and a discrete tax expense related to the sale of the aftermarket business associated with our Powertrain segment. Our effective income tax rate for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, reflects a decreased benefit related to the proportionate share of income attributable to lower tax rate jurisdictions due primarily to the decrease in the U.S. statutory tax rate. The factors described above also impacted our effective income tax rate for the three months ended June 30, 2018 as compared to the U.S. statutory rate.

Net Income Attributable to AAM and Earnings Per Share (EPS) Net income attributable to AAM increased to $151.1 million in the second quarter of 2018 as compared to $66.2 million in the second quarter of 2017 . Diluted EPS increased to $1.30 per share in the second quarter of 2018 as compared to $0.59 per share in the second quarter of 2017 .

Net income attributable to AAM and EPS for the second quarters of 2018 and 2017 were primarily impacted by the factors discussed in Net Sales, Cost of Goods Sold, SG&A, Restructuring and Acquisition-Related Costs, Gain on Sale of Business, Debt Refinancing and Redemption Costs, Gain on Settlement of Capital Lease, Other Income (Expense), Net and Income Tax Expense above.

RESULTS OF OPERATIONS –– SIX MONTHS ENDED JUNE 30, 2018 AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2017

Net Sales Net sales increased to $3,759.3 million in the first six months of 2018 as compared to $2,807.7 million in the first six months of 2017 . Our sales in the first six months of 2018 , as compared to the first six months of 2017 , reflect an increase in production volumes related to crossover vehicles, 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 $65 million related to metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments, as well as approximately $738 million related to the inclusion of six months of MPG sales in 2018, as compared to three months of MPG sales in 2017, as the acquisition was completed in April 2017.

Cost of Goods Sold Cost of goods sold was $3,111.6 million in the first six months of 2018 as compared to $2,280.6 million in the first six months of 2017 . 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 $65 million related to metal market pass-through costs and the impact of foreign exchange, as well as an increase of approximately $639 million attributable to the inclusion of six months of MPG cost of goods sold in 2018, as compared to three months of MPG cost of goods sold in 2017, as the acquisition was completed in April 2017.

For the six months ended June 30, 2018 , material costs were approximately 59% of total costs of goods sold as compared to approximately 64% for the six months ended June 30, 2017 .

Gross Profit Gross profit increased to $647.7 million in the first six months of 2018 as compared to $527.1 million in the first six months of 2017 . Gross margin was 17.2% in the first six months of 2018 as compared to 18.8% in the first six months of 2017 . Gross profit and gross margin were impacted by the 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 $192.3 million or 5.1% of net sales in the first six months of 2018 as compared to $186.8 million or 6.7% of net sales in the first six months of 2017 . R&D spending was approximately $72.6 million in the first six months of 2018 as compared to $82.0 million in the first six months of 2017 . The change in SG&A in the first six months of 2018 , as compared to the first six months of 2017 , reflects approximately $25 million associated with the inclusion of six months of MPG SG&A in 2018 as compared to three months of MPG SG&A in 2017, which was partially offset by lower R&D spending and 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 six months ended June 30, 2018 was $49.7 million as compared to $26.4 million for the six months ended June 30, 2017 . The increase in amortization expense was attributable to the impact of six months of amortization on the MPG intangibles in 2018 as compared to three months of amortization in 2017.

Restructuring and Acquisition-Related Costs Restructuring and acquisition-related costs were $55.1 million for the six months ended June 30, 2018, as compared to $67.7 million for the six months ended June 30, 2017. As part of our restructuring actions, we incurred severance charges of approximately $2.0 million and $1.5 million , as well as implementation costs, including professional expenses, of approximately $5.5 million and $7.0 million , during the six months ended June 30, 2018 and 2017 , respectively. We expect to incur up to $45 million of total restructuring charges in 2018 . The increase in estimated restructuring charges, which was previously disclosed as a range of $10 to $20 million for the full year 2018, is the result of the non-cash impairment charges described below.

In 2017, we completed the acquisitions of MPG and USM Mexico. During the six months ended June 30, 2018 , we incurred $1.1 million of acquisition-related costs and $22.6 million of integration expenses associated with these acquisitions. This compares to $39.7 million of acquisition-related costs, acquisition-related severance charges of $4.2 million and $15.3 million of integration expenses related to these acquisitions during the six months ended June 30, 2017 .

Acquisition-related costs primarily consist of advisory, legal, accounting, valuation and certain other professional or consulting fees incurred. Also included in acquisition-related costs for the six months ended June 30, 2017 was a one-time charge of approximately $20 million for MPG stock-based compensation that was accelerated and settled as a result of the acquisition. 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 $20 to $30 million throughout the remainder of 2018 , primarily in conjunction with the integration of MPG.

Operating Income Operating income increased to $366.1 million in the first six months of 2018 as compared to $246.2 million in the first six months of 2017 . Operating margin increased to 9.7% in the first six months of 2018 as compared to 8.8% in the first six months 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, Restructuring and Acquisition-Related Costs and Gain on Sale of Business above.

Interest Expense and Investment Income Interest expense was $107.6 million in the first six months of 2018 as compared to $82.4 million in the first six months of 2017 . Investment income was $1.0 million in the first six months of 2018 as compared to $1.4 million in the first six months of 2017 .

The change in interest expense for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, is primarily attributable to additional interest expense incurred on borrowings outstanding 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% and 5.9% for the six months ended June 30, 2018 and 2017 , respectively.

Debt Refinancing and Redemption Costs 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 redeemed the remaining $16.9 million of the 6.25% Notes due 2021 during the second quarter of 2018 . During the six months ended June 30, 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 $8.0 million in tender premiums.

In May 2018 , we voluntarily redeemed a portion of our 6.625% Notes due 2022. This resulted in a principal payment of $100.0 million , and a payment of $0.8 million in accrued interest. During the six months ended June 30, 2018 , we expensed $0.8 million for the write-off of a portion of the remaining unamortized debt issuance costs that we had been amortizing over the expected life of the borrowing and $3.3 million for an early redemption premium.

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 income of $0.2 million in the first six months of 2018 as compared to expense of $7.9 million in the first six months of 2017 . The change in other income (expense), net for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily attributable to remeasurement gains on our Euro denominated assets and liabilities.

Income Tax Expense Income tax expense was $19.9 million for the six months ended June 30, 2018 as compared to $9.9 million for the six months ended June 30, 2017 . Our effective income tax rate was 7.6% in the first six months of 2018 as compared to 6.4% in the first six months of 2017 .

The changes in income tax expense and effective income tax rate for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, reflect the reduction in the U.S. statutory tax rate as a result of the 2017 Act, as well as a $20.0 million discrete tax benefit associated with the reduction of our liability for unrecognized tax benefits. Our income tax expense and effective income tax rate for the six months ended June 30, 2018 also reflect the benefit of additional U.S. tax

credits and a discrete tax expense related to the sale of the aftermarket business associated with our Powertrain segment. Our effective income tax rate for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, reflects a decreased benefit related to the proportionate share of income attributable to lower tax rate jurisdictions due primarily to the decrease in the U.S. statutory tax rate. The factors described above also impacted our effective income tax rate for the six months ended June 30, 2018 as compared to the U.S. statutory rate.

Net Income Attributable to AAM and Earnings Per Share (EPS) Net income attributable to AAM increased to $240.5 million in the first six months of 2018 as compared to $144.6 million in the first six months of 2017 . Diluted EPS was $2.08 per share in the first six months of 2018 as compared to $1.51 per share in the first six months of 2017 . Primarily as a result of the issuance of AAM common shares in conjunction with the acquisition of MPG, our EPS denominator increased by approximately 19 million shares in the first six months of 2018 as compared to the first six months of 2017.

Net income attributable to AAM and EPS for the first six months 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, Gain on Sale of Business, Debt Refinancing and Redemption Costs, Gain on Settlement of Capital Lease and Income Tax Expense above, as well as the impact of additional shares issued 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 and six months ended June 30, 2018 and 2017 (in millions) :



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Driveline	$	1,120.2		$	1,021.5		$	2,190.8		$	2,020.8
Metal Forming	397.1			369.3			794.1			519.3
Powertrain	288.3			283.6			580.2			283.6
Casting	243.2			225.6			482.2			225.6
Eliminations	(147.9		)	(142.2		)	(288.0		)	(241.6		)
Net Sales	$	1,900.9		$	1,757.8		$	3,759.3		$	2,807.7

The increase in Driveline sales for the three and six months ended June 30, 2018 , as compared to the three and six months ended June 30, 2017 , primarily reflect an increase in production volumes related to crossover vehicles, which was 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 for these periods were also impacted by an increase related to metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments of approximately $13 million and $34 million, respectively, for the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017.

The increase in net sales in our Metal Forming segment in the three and six months ended June 30, 2018 , as compared to the three and six months ended June 30, 2017 , reflect an increase in production volumes, as well as an increase of approximately $13 million and $31 million, respectively, in metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. The increase for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 is also attributable to the acquisition of MPG, which occurred in the second quarter of 2017.

The increase in net sales in our Powertrain segment in the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 , was primarily related to an increase of approximately $7 million in metal market pass-throughs to our customers and the impact of foreign exchange related to translation adjustments. The increase for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 is primarily attributable to the acquisition of MPG, which occurred in the second quarter of 2017. AAM did not have Powertrain operations prior to the acquisition of MPG.

The increase in net sales in our Casting segment in the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 , reflects an increase in production volumes, as well as an increase of approximately $7 million in metal market pass-throughs to our customers. The increase for the six months ended June 30, 2018 as compared to the six months

ended June 30, 2017, is primarily attributable to the acquisition of MPG, which occurred in the second quarter of 2017. AAM did not have Casting operations prior to the acquisition of MPG.

The amounts for Segment Adjusted EBITDA for the three and six months ended June 30, 2018 and 2017 are as follows (in millions) :



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Driveline	$	184.9	$	179.0	$	354.9	$	332.2
Metal Forming	89.1		69.4		164.4		99.8
Powertrain	47.0		51.9		97.1		51.9
Casting	26.9		25.5		48.5		25.5
Total Segment adjusted EBITDA	$	347.9	$	325.8	$	664.9	$	509.4

For the three and six months ended June 30, 2018 , as compared to the three and six months ended June 30, 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 of $6 million and $18 million, respectively, for the three and six months ended June 30, 2018, as compared to the three and six months ended June 30, 2017.

Metal Forming experienced an increase in Segment Adjusted EBITDA for the three and six months ended June 30, 2018 , as compared to the three and six months ended June 30, 2017 , primarily attributable to contribution margin on increased sales, as well as net remeasurement gains on foreign denominated assets and liabilities. The increase for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 is also attributable to the acquisition of MPG, which occurred in the second quarter of 2017.

The change in Segment Adjusted EBITDA for the Powertrain segment for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 , was primarily attributable to costs associated with increased levels of global launch activity. The increase for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 is primarily attributable to the acquisition of MPG, which occurred in the second quarter of 2017.

Casting experienced an increase in Segment Adjusted EBITDA for the three and six months ended June 30, 2018 , as compared to the three and six months ended June 30, 2017 , primarily attributable to contribution margin on increased sales. The increase for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017, is also attributable to the acquisition of MPG, which occurred in the second quarter of 2017.

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 for our reportable segments excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, gain on the sale of a business, and non-recurring items. 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 June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income	$	151.3		$	66.3		$	240.8		$	144.7
Interest expense	54.4			56.9			107.6			82.4
Income tax expense	2.0			2.4			19.9			9.9
Depreciation and amortization	130.2			124.6			258.0			180.8
EBITDA	$	337.9		$	250.2		$	626.3		$	417.8
Restructuring and acquisition-related costs	36.8			51.7			55.1			67.7
Debt refinancing and redemption costs	4.3			2.7			14.6			2.7
Gain on sale of business	(15.5		)	—			(15.5		)	—
Non-recurring items:
Gain on settlement of capital lease	(15.6		)	—			(15.6		)	—
Acquisition-related fair value inventory adjustment	—			24.9			—			24.9
Impact of change in accounting principle	—			(3.7		)	—			(3.7		)
Total Segment Adjusted EBITDA	$	347.9		$	325.8		$	664.9		$	509.4

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 six months of 2018 , net cash provided by operating activities increased to $289.4 million as compared to $213.2 million in the first six months of 2017 . The following factors impacted cash provided by operating activities in the first six months of 2018 as compared to the first six months of 2017 :

Net income Net income was $240.8 million in the first six months of 2018 as compared to $144.7 million in the first six months of 2017 . The change in net income in the first six months of 2018 , as compared to the first six months of 2017 , was the result of the factors discussed in the Results of Operations - Six Months Ended June 30, 2018 as Compared to Six Months Ended June 30, 2017 section of this MD&A.

Accounts receivable For the six months ended June 30, 2018, we experienced a decrease in cash flow from operating activities of approximately $85 million related to the change in our accounts receivable balance from December 31, 2017 to June 30, 2018, as compared to the change in accounts receivable from December 31, 2016 to June 30, 2017. This change was attributable to increased sales in the first six months of 2018, as compared to the first six months of 2017, as well as the timing of payments from customers.

Inventories For the six months ended June 30, 2018, we experienced a decrease in cash flow from operating activities of approximately $54 million related to the change in our inventories from December 31, 2017 to June 30, 2018, as compared to the change in inventories from December 31, 2016 to June 30, 2017. The increase in inventories in the first six months of 2018 was in preparation for program changeovers and new launch activity to occur throughout the remainder of 2018.

Accounts payable and accrued expenses For the six months ended June 30, 2018, we experienced an increase in cash flow from operating activities of approximately $39 million primarily related to the change in our accounts payable balance from December 31, 2017 to June 30, 2018, as compared to the change in accounts payable balance from December 31, 2016 to June 30, 2017. This change was attributable to an increase in purchases in preparation for program changeovers to occur throughout the remainder of 2018, as well as the timing of payments to suppliers.

Also, in the first six months of 2017, we settled accounts payable balances with USM Mexico and MPG totaling approximately $35 million, which was reflected as a reduction of cash flow from operating activities in our Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 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 for restructuring, 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 six months of 2018, net cash used in investing activities was $226.8 million as compared to $1,035.1 million for the six months ended June 30, 2017 . Capital expenditures were $273.0 million in the first six months of 2018 as compared to $138.6 million in the first six months of 2017 . The increase in capital expenditures in the first six months of 2018 , as compared to the first six months of 2017 , was the result of 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 six months of 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.

In the first six months of 2017 , we completed our acquisitions of MPG and USM Mexico. The purchase price for MPG was approximately $1.5 billion, which included a cash portion of approximately $750 million, net of cash acquired. For the acquisition of USM Mexico, we paid $144.1 million, net of cash acquired, during the first six months of 2017 .

Financing Activities In the first six months of 2018 , net cash used in financing activities was $79.4 million as compared to net cash provided by financing activities of $823.9 million in the first six months of 2017 . The following factors impacted cash from financing activities in the first six months of 2018 as compared to the first six months of 2017 :

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 in the first quarter of 2018. We redeemed the remaining $16.9 million of the 6.25% Notes due 2021 during the second quarter of 2018 . During the six months ended June 30, 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 $8.0 million in tender premiums.

Settlement of Capital Lease Obligation In the second quarter of 2018, we reached a settlement agreement related to a capital lease obligation that we had recognized as a result of the acquisition of MPG. As of June 30, 2018, $11.4 million is presented in Current portion of long-term debt in our Condensed Consolidated Balance Sheet related to this capital lease obligation, which we expect to pay in the second half of 2018.

Treasury stock Treasury stock increased by $3.6 million in the first six months of 2018 to $201.7 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 second 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 June 30, 2018 , we had currency forward contracts with a notional amount of $213.8 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 $20.0 million at June 30, 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 2018 , 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 June 30, 2018 , we have the following notional amounts hedged in relation to our variable-to-fixed interest rate swap: $900.0 million through May 2019, $750.0 million through May 2020, $500.0 million through May 2021, $400.0 million through May 2022 and $400.0 million through May 2023.

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 June 30, 2018 ) on our long-term debt outstanding, would be approximately $8.1 million at June 30, 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 June 30, 2018 .

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 second quarter of 2018 and there is approximately $98.5 million available for repurchase.

In the second quarter of 2018 , we withheld and repurchased shares of AAM stock to satisfy employee tax withholding obligations due upon the vesting of restricted stock units. The following table provides information about our equity security purchases during the quarter ended June 30, 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)
April 1 - April 30, 2018	115	$	15.89	—	$	—
May 1 - May 31, 2018	152	15.00		—	—
June 1 - June 30, 2018	26	15.53		—	—
Total	293	$	15.40	—	$	—

Item 6. Exhibits



Number		Description of Exhibit

*10.1		American Axle & Manufacturing Holdings, Inc. Change in Control 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)

August 3, 2018

American Axle & Manufacturing Holdings, Inc. Change in Control Plan

Purpose . The purpose of the American Axle & Manufacturing Holdings, Inc. Change in Control Plan (the “ Plan ” ) is to provide select employees with the title of Vice President and above and certain other associates as determined by the Administrator in its sole discretion from time to time of the Company or any of its Subsidiaries with the opportunity to receive severance protections in connection with a Change in Control of the Company (each as defined below). The purpose of the Plan is to attract and retain talent and to assure the present and future continuity, objectivity and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control.


2.	Definitions . For purposes of this Plan, the following words and phrases have the meanings specified below:


1.	“ Accountants ” has the meaning set forth in Section 8.2.


2.	“ Administrator ” has the meaning set forth in Section 3.


3.	“ Benefit Continuation ” has the meaning set forth in Section 6.2.


4.	“ Base Salary ” means the greater of the highest rate of annual base salary paid to the Participant by the Company or any of its Subsidiaries during either (a) the twelve (12)-month period preceding the Participant’s date of termination or (b) the twelve (12)-month period preceding the Change in Control Date.


5.	“ Board ” means the Board of Directors of the Company.


6.	“ Cause ” means any one or more of the following:


(a)	the Participant’s willful and continued failure or refusal to perform the duties reasonably required of him or her as an employee of the Company or any of its Subsidiaries;


(b)	the Participant’s conviction of, or plea of nolo contendere to (i) any felony or (ii) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or its Subsidiaries or affiliates or otherwise impairs or impedes its operations;


(c)	the Participant’s engaging in any willful misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the Company or its Subsidiaries or affiliates;


(d)	the Participant’s material breach of any applicable employment agreement, any restrictive covenant or any material written policy of the Company or its Subsidiaries or affiliates;


(e)	the Participant’s material failure to comply with any material applicable laws and regulations or professional standards relating to the business of the Company or its Subsidiaries or affiliates; or


(f)	any other misconduct by the Participant that is injurious to the financial condition or business reputation of the Company or its Subsidiaries or affiliates;

provided , however , that with respect to clauses (a), (c), (d), (e) and (f) the Company must notify the Participant of the conduct that is the basis for the potential Cause termination in writing within forty-five (45) days of its initial existence and the Participant shall have thirty (30) days to cure such conduct, to the extent it can be cured, to prevent a termination for Cause by the Company. If the Participant cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn.


7.	“ Change in Control ” means any one of the following:

(a)

any person or entity, including a “group” as defined in Section 13(d)(3) of the 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);

(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;

(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.


8.	“ Change in Control Date ” means the date on which a Change in Control is consummated.


9.	“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto.


10.	“ Committee ” means the Compensation Committee of the Board.


11.	“ Company ” means American Axle & Manufacturing Holdings, Inc., and any successor.


12.	“ Covered Payments ” has the meaning set forth in Section 8.1.


13.	“ Date of Separation ” means, with respect to a Participant, the date on which a Participant incurs a termination of employment.


14.	“ Effective Date ” has the meaning set forth in Section 16.


15.	“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


16.	“ Excise Tax ” has the meaning set forth in Section 8.1.


17.	“ Good Reason ” means any one or more of the following actions or omissions:


(a)	any material reduction in a Participant’s position, authority, duties or responsibilities following the Change in Control as compared to such level immediately prior to the Change in Control;


(b)	any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control; or


(c)	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 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 shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company 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 as described in this Section 2.17 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.


18.	“ Participant ” has the meaning set forth in Section 4.


19.	“ Payment Date ” has the meaning set forth in Section 6.1.


20.	“ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.


21.	“ Plan ” means this American Axle & Manufacturing Holdings, Inc. Change in Control Plan, as described in this document and as amended from time to time.


22.	“ Qualifying Event ” means the termination of a Participant’s employment with the Company or any Subsidiary occurring within the two (2)-year period commencing on the Change in Control Date by reason of either (i) a termination of the Participant’s employment by the Company or a Subsidiary without Cause or (ii) a resignation by the Participant for Good Reason.


23.	“ Reference Bonus ” means the greater of (a) the target annual bonus amount for the year in which the Change in Control occurs; or (b) the target annual bonus amount for the year in which the Participant’s termination of employment occurs.


24.	“ Release ” has the meaning set forth in Section 7.


25.	“ Severance Multiple ” means the number applicable to a Participant’s position as set forth on Exhibit A, as amended from time to time.


26.	“ Subsidiary ” means any Person (other than the Company) of which 50% or more of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company.

Administration . The Plan shall be administered by the Committee (the “ Administrator ” ). Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish, amend and rescind appropriate rules and regulations relating to the Plan, to delegate some or all of its authority under the Plan to the extent permitted by law, and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or advisable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

Eligibility . The participants under the Plan shall be limited to (i) employees of the Company or any Subsidiary of the Company having the title of Vice President and above, other than those employees who have an employment agreement or other separate arrangement providing for severance on or following a change in control event (the “ Automatic Participants ” ) and (ii) certain other associates of the Company, or any Subsidiary of the Company, as determined by the Administrator in its sole discretion from time to time (the “ Associate Participants ” and, together with the Automatic Participants, the “ Participants ” ). Individuals who qualify under the definition of Automatic Participant under this Section 4 shall automatically, without any independent action by the Administrator, become eligible to and shall participate in the Plan as Participants as of such date. Prior to a Change in Control, in the event that an individual no longer meets the definition of Automatic Participant, he or she shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such

date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to designate such individual as an Associate Participant. The Administrator from time to time in its sole discretion shall select and notify any associates of the Company or any of its Subsidiaries who will participate as Participants in the Plan. Individuals who are designated by the Administrator as Associate Participants in accordance with this Section 4 and who, prior to a Change in Control, undergo a change in title or job grade other than for reason of a promotion shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to treat any such individual differently in accordance with the terms of the Plan.

No Effect on Equity Awards . This Plan does not alter or amend any vesting or other terms and conditions of any equity-based compensation awards under the Company’s equity incentive compensation plans (including, but not limited to, the American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan or any successor plan), which shall be governed by the terms and conditions set forth in the equity incentive compensation plans and separate written grant agreements.


6.	Change in Control Severance Benefits .


1.	Upon a Qualifying Event, subject to the provisions of the Plan, the Participant shall receive the following benefits:


(a)	A cash amount equal to the participant’s Base Salary multiplied by the applicable Severance Multiple;


(b)	A cash amount equal to the Participant’s Reference Bonus multiplied by the applicable Severance Multiple;


(c)	Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the contrary in an applicable plan or award document; and


(d)


(i)	A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination if the termination of employment occurs during the calendar year in which the Change in Control occurs; or


(ii)	The greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs.

The amounts payable pursuant to Sections 6.1(a), (b), (c) and (d) shall be made in a cash lump sum on the 60 ^th day following the Date of Separation (the “ Payment Date ” ), provided that the Participant executes the Release and the Release becomes effective and

irrevocable in its entirety prior to such date. If the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation, the Company shall have no obligation to make any payments or provide benefits pursuant to this Plan.

Benefits Payment . In addition, upon a Qualifying Event, the Participant (and his or her eligible dependents) shall be entitled to continued participation in the Company’s medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant’s termination of employment (the “ Benefit Continuation ” ). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, in lieu of Benefit Continuation, the Company shall pay to the Participant an amount (in the Company’s determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant’s rights under COBRA or other applicable law.

Outplacement Services . In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant’s termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law.


4.	General . Nothing in this Section 6 shall be construed to impair or reduce a Participant’s right to any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit.

Legal Fees . The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant’s enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided , however , that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant’s claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant’s behalf.


7.	Release and Restrictive Covenant .


1.	Release . A Participant shall only be entitled to receive the payments and benefits pursuant to Section 6 if he or she shall have executed and delivered (and not revoked) a release of

claims against the Company and its Subsidiaries (and each of their officers, directors, employees, affiliates, stockholders, etc.) substantially in the form attached hereto as Exhibit B (the “ Release ” ), and such Release is in full force and effect by the 60 ^th day following the Date of Separation. Should the Participant revoke all or any portion of the Release within any such revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release.

Restrictive Covenant . For a period of two (2) years commencing upon a termination of a Participant’s employment either by (i) the Company without Cause or (ii) a resignation by the Participant for Good Reason, during the two (2)-year period commencing on the Change in Control Date (the “ Restricted Period ”), the Participant shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company in any geographic area in which the Company or any of its Subsidiaries or affiliates (collectively, the “ Company Group ”) has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided , however , that nothing herein shall limit the Participant’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Exchange Act (the “ Restrictive Covenant ” ). (For the avoidance of doubt, amounts payable pursuant to Section 6.1 are partial consideration for the Participant’s compliance with this Restrictive Covenant).


3.	Breach . If a Participant breaches any provision of the Release or the Restrictive Covenant, the Administrator may determine that the Participant (i) will forfeit any unpaid portion of the payments provided pursuant to this Plan and (ii) will repay to the Company any amounts previously paid to him or her pursuant to this Plan.


8.	Section 280G .

Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or any of its Subsidiaries or affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise ( “ Covered Payments ” ) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 8 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “ Excise Tax ” ), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code.

Any determination required under this Section 8 shall be made in writing in good faith by the accounting firm that was the Company’s independent auditor immediately before the Change in Control (the “ Accountants ” ). The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall be responsible for all fees and expenses of the Accountants.

Section 409A . Notwithstanding anything to the contrary contained in this Plan, the payments and benefits provided under this Plan are intended to comply with or be exempt from Section 409A of the Code, and the provisions of this Plan shall be interpreted or construed consistently with that intent. The Administrator may modify the payments and benefits under this Plan at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided , however , that this Section 9 shall not create any obligation on the part of the Administrator to make such modifications or take any other action.


1.	It is intended that the terms “termination” and “termination of employment” as used herein shall constitute a “separation from service” within the meaning of Section 409A.


2.	Anything in the Plan to the contrary notwithstanding, each payment of compensation made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A.


3.	In no event may a Participant be permitted to control the year in which any payment occurs.

Anything in the Plan to the contrary notwithstanding, if a Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Participant’s termination of employment, then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that the Participant is entitled to receive upon the Participant’s termination of employment and which otherwise would be payable during the six-month period immediately following the Participant’s termination of employment will instead be paid or made available on the first day of the seventh month following the Participant’s termination of employment (or, if earlier, the date of the Participant’s death).

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

10.

Clawback . Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to the Participant as established from time to time by the Committee and adopted prior to a Change in Control. The Company shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.


11.	Withholding . The Company and its Subsidiaries shall be entitled to withhold from payments to or on behalf of the Participant taxes and other authorized deductions.


12.	Governing Law . This Plan shall be construed, interpreted and governed in accordance with the laws of the State of Michigan, without giving effect to the principles of conflicts of law.


13.	Effect on Other Plans . This Plan supersedes in all respects any severance or change in control benefit plans, arrangements or policies of the Company and its Subsidiaries that apply to Participants upon a Change in Control. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees.

14.

Amendment, Modification and Termination . Prior to a Change in Control, this Plan (including Exhibit A) may be modified, amended or terminated at any time by the Administrator without notice to Participants. Notwithstanding any provision in this Plan to the contrary, for a period of two (2) years following a Change in Control, (i) the Plan (including Exhibit A) may not be discontinued, terminated or amended in such a manner that decreases the benefits payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant and (ii) the individuals who are Participants in the Plan as of the date of the Change in Control shall remain Participants and their eligibility and participation under this Plan may not be amended or terminated in any way.


15.	No Employment Rights . Neither this Plan nor the benefits hereunder shall be a term of the employment of any employee, and the Company or any of its Subsidiaries or affiliates shall not be obligated in any way to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of the Company or any of its Subsidiaries or affiliates.


16.	Effective Date and Term . This Plan originally became effective on February 19, 2015. The Effective Date of this Plan as now amended and restated is [___] (the “ Effective Date ” )

Exhibit A

Severance Multiples



Participants	Applicable Severance Multiple
All Automatic Participants	2
All Associate Participants	1.5

Exhibit B

FORM OF WAIVER AND RELEASE

This Waiver and Release, dated as of __________ , (this “ Release ”) is by and between [NAME] (the “ Participant ”) and American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “ Company ,” and together with its subsidiaries and affiliates, the “ Company Group ”).

WHEREAS, the Participant participates in the American Axle & Manufacturing Holdings, Inc. Change in Control Plan (the “ Plan ”); and

WHEREAS, pursuant to Section 7 of the Plan, the Participant has agreed to execute and deliver a release and waiver of claims of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon a Qualifying Event (as defined in the Plan), occurring on __________ (the “ Termination Date ”).

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received in accordance with the terms of the Plan, the Participant and the Company agree as follows:

1. Return of Property . On or prior to the Termination Date, the Participant represents and warrants that he or she will return all property made available to him or her in connection with his or her service to the Company Group, including, without limitation, credit cards, any and all records, manuals, reports, papers and documents kept or made by the Participant in connection with his or her employment as an officer or employee of the Company Group, all computer hardware or software, cellular phones, files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards.

2. Participant Release .

(a) General Release . In consideration of the payments and benefits provided to the Participant under the Plan and after consultation with counsel, the Participant, on behalf of himself or herself and each of the Participant’s respective spouses, dependents, heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “ Participant Parties ”) knowingly and voluntarily hereby irrevocably and unconditionally release and forever discharge the members of the Company Group and each of their former, current and future respective officers, employees, directors, shareholders, consultants, insurers and agents and their successors and assigns, in their corporate and individual capacities (“ Company Parties ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings, expenses (including attorney’s fees) or liabilities of whatever kind or character (collectively, “ Claims ”) that the Participant Parties may have, or in the future may possess, arising out of (i) the Participant’s employment relationship with and service as an employee, officer or director of the Company Group, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date the Participant signs this Release; provided, however, that the Participant does not release, discharge or waive (w) any rights to payments and benefits provided under the Plan that are contingent upon the execution by the Participant of this Release, (x) any right the Participant may have to enforce this Release or the Plan, (y) the Participant’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he or she incurred or might incur as an employee, officer or director of the Company Group, or (z) any claims for accrued, vested benefits under any long-term incentive, employee benefit or retirement plan of the Company subject to the terms and conditions of such plan and applicable

law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, as amended.

This Section 2(a) is intended to be as broad as the law allows, and includes, but is not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith or fair dealing, express or implied, any tort or common law claims and any legal restrictions on the Company’s right to terminate employees. This Section 2(a) shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that the Participant may have arising under the common law, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, the Americans With Disabilities Act of 1967, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and the Sarbanes-Oxley Act of 2002, each as amended, and any other federal, state, local or foreign statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Company Parties and the Participant Parties, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of the Participant’s employment relationship, or the termination of his or her employment, with the Company Group. However, this Section 2(a) does not apply to any Claims that the Participant Parties may have as of the date the Participant signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ ADEA ”). Claims arising under ADEA are addressed in Section 2(b) of this Release.

(b) Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Participant under the Plan, the Participant Parties hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Participant Parties may have as of the date the Participant signs this Release arising under ADEA. By signing this Release, the Participant hereby acknowledges and confirms the following: (i) the Participant was advised by the Company in connection with his or her termination to consult with an attorney of his or her choice prior to signing this Release and to have such attorney explain to the Participant the terms of this Release, including, without limitation, the terms relating to the Participant’s release of claims arising under ADEA, and the Participant has in fact consulted with an attorney; (ii) the Participant was given a period of not fewer than [21][45] days, [to the extent required by ADEA,] to consider the terms of this Release and to consult with an attorney of his or her choosing with respect thereto; and (iii) the Participant knowingly and voluntarily accepts the terms of this Release. The Participant also understands that he or she has seven days following the date on which he or she signs this Release (the “ Revocation Period ”) within which to revoke the release contained in this paragraph, by providing the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. No such revocation by the Participant shall be effective unless it is in writing and signed by the Participant and received by the Company prior to the expiration of the Revocation Period.

(c) Whistleblower Rights . The Participant understands and acknowledges that the Participant has the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to the SEC and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Release are intended to prohibit the Participant from disclosing this Release to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and the Participant may do so without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities.

3. No Assignment . The Participant represents and warrants that he or she has not assigned any of the Claims being released under this Release.

4. Proceedings .

(a) General Agreement Relating to Proceedings . The Participant represents and warrants that he or she has not filed, and he or she agrees not to initiate or cause to be initiated on his or her behalf, any complaint, charge, or claim against any Company Party before any local, state or federal agency, court or other body relating to the Participant’s employment or the termination thereof, other than with respect to any claim that is not released hereunder including with respect to the obligations under the Plan (each, individually, a “ Proceeding ”), and Participant agrees not to participate voluntarily in any Proceeding. The Participant waives any right he or she may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

(b) Proceedings Under ADEA . Section 4(a) shall not preclude the Participant from filing any complaint, charge or claim challenging the validity of the Participant’s waiver of Claims arising under ADEA (which is set forth in Section 2(b) of this Release). However, both the Participant and the Company confirm their belief that the Participant’s waiver of claims under ADEA is valid and enforceable, and that their intention is that all claims under ADEA will be waived.

(c) Certain Administrative Proceedings . In addition, Section 4(a) shall not preclude the Participant from filing a charge with or participating in any administrative investigation or proceeding by the Equal Employment Opportunity Commission or another Fair Employment Practices agency. The Participant is, however, waiving his or her right to recover money in connection with any such charge or investigation. The Participant is also waiving his or her right to recover money in connection with any charge filed by any other entity or individual, or by any federal, state or local agency.

5. Remedies .

(a) The Participant understands that by entering into this Release he or she will be limiting the availability of certain remedies that he or she may have against the Company Group and his or her ability to pursue certain claims against the other party.

(b) Each of the parties acknowledges and agrees that the remedy at law available to such party for breach of any of the obligations under this Release would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, each of the parties acknowledges, consents and agrees that, in addition to any other rights or remedies that such party may have at law or in equity, such party shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or security, restraining the other party from breaching its obligations under this Release. Such injunctive relief in any court shall be available to the relevant party, in lieu of, or prior to or pending determination in, any arbitration proceeding.

6. Cooperation . From and after the Termination Date, the Participant shall cooperate in all reasonable respects with the Company Group and their respective directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving the Company Group, including any such action, proceeding, investigation or litigation in which the Participant is called to testify.

7. Restrictive Covenants . The Participant agrees and acknowledges that he or she remains subject to any and all restrictive covenants he or she is bound by for the benefit of any member of the Company Group, including covenants not to compete or solicit.

8. Unfavorable Comments .

(a) The Participant agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning any Company Party, or (ii) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of any Company Party.

(b) The Company agrees to instruct its directors to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Participant, or (ii) any other comment that could reasonably be expected to be detrimental to the Participant’s business or financial prospects or reputation.

9. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, will be inoperative.

10. Non-admission . Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or the Participant.

11. Governing Law . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Michigan applicable to contracts executed in and to be performed in that State.

THE PARTICIPANT ACKNOWLEDGES THAT HE OR SHE HAS READ THIS RELEASE, THAT HE OR SHE HAS REVIEWED IT WITH AND OBTAINED THE ADVICE OF COUNSEL AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

IN WITNESS WHEREOF, the parties have executed this Release as of the date first set forth above.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

By:

PARTICIPANT

By:

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: August 3, 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: August 3, 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 June 30, 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
August 3, 2018			August 3, 2018