1. ORGANIZATION AND BASIS OF PRESENTATION

Organization American Axle & Manufacturing Holdings, Inc. (Holdings) and its subsidiaries (collectively, we, our, us or AAM) is a Tier I supplier to the automotive industry. We manufacture, engineer, design and validate driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles (SUVs), passenger cars, crossover vehicles and commercial vehicles. Driveline and drivetrain systems include components that transfer power from the transmission and deliver it to the drive wheels. Our driveline, drivetrain and related products include axles, chassis modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driveheads, transmission parts and metal-formed products. In addition to locations in the United States (U.S.) (Michigan, Ohio, Indiana and Pennsylvania), we also have offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, Scotland, South Korea, Sweden and Thailand.

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, 2013 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, 2013.

Restatement of Prior Period Financial Statements In connection with the preparation of our consolidated financial statements for the year ended December 31, 2014, we determined that entries recorded in the third quarter of 2014 to reduce certain accrued accounts payable balances by $8.4 million were originally recorded as a reduction of cost of goods sold but should have been recorded as an adjustment to opening accumulated deficit because the amounts giving rise to the correction originated in periods prior to January 1, 2012. While management determined that it was necessary to restate the September 30, 2014 interim period, the effect of correcting these errors was not material to opening accumulated deficit as of January 1, 2012.

As shown in the tables below, the effect of the correction of this error was a decrease of $6.9 million in opening accumulated deficit as of January 1, 2012, which resulted from a reduction in accounts payable of $8.4 million and a decrease in deferred tax assets of $1.5 million. The impact of the correction of this error for the three and nine months ended September 30, 2014 was an increase in cost of goods sold of $8.4 million, a decrease in income tax expense of $3.8 million and a decrease in net income of $4.6 million.

The following tables present the effects of the restatement on the previously issued financial statements presented herein.



	Three Months Ended							Nine Months Ended
	September 30, 2014							September 30, 2014
	(in millions, except per share data)
	As previously reported		Adjustment			As restated		As previously reported		Adjustment			As restated

Condensed Consolidated Statements of Income (Unaudited)
Cost of goods sold	$	801.7	$	8.4		$	810.1	$	2,336.5	$	8.4		$	2,344.9
Gross profit	149.1		(8.4		)	140.7		420.0		(8.4		)	411.6
Operating income	85.1		(8.4		)	76.7		237.4		(8.4		)	229.0
Income before income taxes	59.9		(8.4		)	51.5		164.0		(8.4		)	155.6
Income tax expense	11.3		(3.8		)	7.5		29.6		(3.8		)	25.8
Net income	48.6		(4.6		)	44.0		134.4		(4.6		)	129.8
Basic earnings per share	$	0.63	$	(0.06	)	$	0.57	$	1.74	$	(0.06	)	$	1.68
Diluted earnings per share	$	0.63	$	(0.06	)	$	0.57	$	1.74	$	(0.06	)	$	1.68

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Net income	$	48.6	$	(4.6	)	$	44.0	$	134.4	$	(4.6	)	$	129.8
Comprehensive income	23.4		(4.6		)	18.8		127.7		(4.6		)	123.1

Condensed Consolidated Statements of Cash Flows (Unaudited)
Net income								$	134.4	$	(4.6	)	$	129.8
Deferred income taxes								10.5		(3.8		)	6.7
Accounts payable and accrued expenses								60.0		8.4			68.4



	September 30, 2014
	As previously reported			Adjustment		As restated
	(in millions)
Condensed Consolidated Balance Sheet (Unaudited)
Prepaid expenses and other current assets	$	108.5		$	2.3	$	110.8
Total current assets	1,176.9			2.3		1,179.2
Total assets	3,225.6			2.3		3,227.9
Accumulated deficit	(46.9		)	2.3		(44.6		)
Total stockholders' equity	169.3			2.3		171.6
Total liabilities and stockholders' equity	3,225.6			2.3		3,227.9



	December 31, 2013
	As previously reported			Adjustment			As restated
	(in millions)
Condensed Consolidated Balance Sheet
Prepaid expenses and other current assets	$	123.5		$	(1.5	)	$	122.0
Total current assets	997.8			(1.5		)	996.3
Total assets	3,029.0			(1.5		)	3,027.5
Accounts payable	445.8			(8.4		)	437.4
Total current liabilities	667.1			(8.4		)	658.7
Total liabilities	2,995.4			(8.4		)	2,987.0
Accumulated deficit	(181.3		)	6.9			(174.4		)
Total stockholders' equity	33.6			6.9			40.5

Revenue Recognition In the first quarter of 2014, we reached an agreement with General Motors Company (GM) to increase installed capacity and adjust product mix for our largest vehicle program. As a result of this agreement, we received $27.5 million in the first nine months of 2014 and recorded a receivable for the remaining $6.9 million that we expect to receive in the fourth quarter of 2014. We initially recorded deferred revenue of $34.4 million related to this agreement. We will recognize this deferred revenue into sales over the life of the program on a straight line basis over approximately 5 years, which is the period we expect GM to benefit from this capacity and mix change. In the first nine months of 2014, we recognized revenue of $3.9 million related to this agreement. As of September 30, 2014, we have $7.2 million of deferred revenue that is classified as a current liability and $23.3 million of deferred revenue that is recorded as a noncurrent liability on our Condensed Consolidated Balance Sheet.

Also in the first quarter of 2014, we reached an agreement with GM to recover certain costs related to the delay of another major product program. We received $9.3 million in the first nine months of 2014 related to this agreement and initially recorded deferred revenue of $9.3 million. We will recognize this deferred revenue into sales over the life of the program on a straight-line basis over approximately 8 years, which is the period we expect GM to benefit from this agreement. We began recognizing this deferred revenue as revenue in the third quarter of 2014 when this program launched in certain markets. In the first nine months of 2014, we recognized revenue of $0.3 million related to this agreement. As of September 30, 2014 we have recorded deferred revenue of $9.0 million, $1.1 million of which is classified as a current liability and $7.9 million which is recorded as a noncurrent liability on our Condensed Consolidated Balance Sheet.

Effect of New Accounting Standards On January 1, 2014, new accounting guidance became effective regarding financial statement presentation of an unrecognized tax benefit when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance requires entities to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward, except when one is not available as of the reporting date or the entity does not intend to use the deferred tax asset for this purpose. This guidance does not affect the tabular reconciliation of the total amounts of unrecognized tax benefits, as the tabular reconciliation presents the gross amount of unrecognized tax benefits. The adoption of this new guidance has had no impact on our condensed consolidated financial statements.

In May 2014, new accounting guidance was issued that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current 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. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. This guidance becomes effective for AAM at the beginning of our 2017 fiscal year and early adoption is not permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements.