8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 29, 2010

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdicti on of Incorporation)

1-14303	36-3161171
(Commission File Number)	(IRS 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)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

< div style="line-height:120%;padding-bottom:12px;text-align:left;font-size:10pt;">o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 - FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2010, American Axle & Manufacturing Holdings, Inc., (the “Company” or “AAM”) issued a press release regarding AAM's financial results for the three and nine months ended September 30, 2010. A copy of the press release is furnished as Exhibit 99.1 .

SECTION 7 - REGULATION FD

Item 7.01 Regulation FD

AAM's 2010 Outlook:

•     AAM expects fourth quarter 2010 sales to range from $550 million - $575 million.

•     AAM expects full year 2010 sales to range from $2.2 billion to $2.3 billion

•     AAM's updated 2010 outlook i s based on the anticipated launch schedule for AAM's new and incremental business backlog, the continued recovery in market demand for full-size pickups and SUVs and the assumption that the U.S. Seasonally Adjusted Annual Rate (“SAAR”) of light vehicle sales will range from 11.3 million - 11.5 million vehicle units in 2010.

•     AAM's updated 2010 outlook represents annual sales growth of approximately 45% - 50% on a year-over-year basis as compared to the full year 2009.

•     AAM expects to be profitable and generate earnings before interest expense, income taxes and depreciation and amortization (EBITDA) in the range of $330 million - $345 million or 14.5% - 15% of salesin 2010.

•     AAM believes that EBITDA is a meaningful measure of performance as it is commonly utilized by management and investors to analyze operating performance and entity valuation. AAM management, the investment community and the banking institutions routinely use EBITDA, together with other measures, to measure AAM's operating performance relative to other Tier 1 automotive suppliers. EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under GAAP. Other companies may calculate EBITDA differently.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our current expectations regarding AAM's U.S. SAAR outlook, new business backlog, sales outlook and EBITDA outlook, all of which are inherently uncertain and should be viewed with caution. Actual results and experience may differ materially due to many factors and risks that are described in the press release attached as Exhibit 99.1 and discussed in our most recent annual report on Form 10-K and quarterly reports on Form 10-Q. It is not possible to foresee or identify all such factors and we assume no obligation to update any forward-looking statements or to disclose any subsequent facts, events or circumstances that may affect their accuracy.

The information contained in this Current Report shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Descript ion		Method of Furnishing
99.1	Press release dated	October 29, 2010	Furnished with this Report

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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, hereunto duly authorized.

		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Date:	October 29, 2010	By:	/s/ Michael K. Simonte
			Michael K. Simonte
			Executive Vice President - Finance & Chief Financial Officer (also in the capacity of Chief Accounting Officer)	< /font>

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EXHIBIT INDEX

Exhibit No.	Description		Page
99.1	Press release dated	October 29, 2010	6

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EX-99.1

EXHIBIT 99.1

For Immediate Release

American Axle & Manufacturing Announces

Third Quarter Earnings of $0.52 per share

Net income nearly doubles on strong third quarter sales growth

Detroit, Michigan, October 29, 2010 - American Axle & Manufacturing Holdings, Inc. (AAM), which is traded as AXL on the NYSE, today reported its financial results for the third quarter of 2010.

Third Quarter2010 Results< /font>

•     Third quarter 2010 sales of $618.2 million, AAM's highest quarterly sales total in 2010

•     Gross profit of $113.9 million, or 18.4% of sales

•     Operating income of $60.7 million, or 9.8% of sales

•     Net income of $38.8 million, or $0.52 per share

•     EBITDA (earnings before interest , taxes, depreciation and amortization) of $95.4 million, or 15.4% of sales

AAM's results in the third quarter of 2010 were net earnings of $38.8 million or $0.52 per share, nearly double AAM's net earnings of $19.6 million or $0.35 per share in the third quarter of 2009.

In the third quarter of 2009, AAM recorded pension and postretirement benefit curtailment gains of $42.3 million (or $0.76 per share). These gains were partially offset by special charges and restructuring costs of $13.0 million (or $0.23 per share), primarily relating to salaried attrition programs, capacity rationalization activities and the successful closing of a settlement and commercial agreement with General Motors Company (GM) and amendment of AAM's Revolving Credit Facility and Term Loan agreements.

AAM's results in the third quarter of 2009 were also adversely impacted by the extended summer production shutdowns of GM and Chrysler Group LLC (Chrysler). AAM estimates the reduction in sales and operating income resulting from these shutdowns in the third quarter of 2009 was approximately $100.6 million and approximately $29.3 million (or $.52 per share), respectively.

“AAM continued to achieve improved financial results in the third quarter of 2010, with strong sales growth driving higher earnings and positive free cash flow,” said AAM's Co-Founder, Chairman of the Board and Chief Executive Officer, Richard E. Dauch. “We are outperforming AAM's business plan for 2010 due to a recovery in market demand for full-size pickups and SUVs, as well as the impact of our ongoing actions to control operating expenses and sustain reductions in AAM's fixed cost structure. For the full year 2010, AAM is on track to report sales growth of approximately 45% - 50% and profit margins that rank among the best in our company's history. ”

Net sales in the third quarter of 2010 increased approximately 50% to $618.2 million as compared to $409.6 million reported in the third quarter of 2009. On a sequential basis, net sales in the quarter increased approximately 10% as compared to the second quarter of 2010.

Non-GM sales in the third quarter of 2010 nearly doubled on a year-over-year basis to $147.1 million. On a sequential basis, non-GM sales in the quarter increased approximately 9% in the third quarter of 2010 as compared to the second quarter of 2010.

AAM's content-per-vehicle is measured by the dollar value of its product sales supporting GM's North American light truck and SUV programs and Chrysler's heavy duty Dodge Ram pickup trucks. In the third quarter of 2010, AAM's content-per-vehicle of $1,458 was approximately 4% higher as compared to $1,396 in the third quarter of 2009. On a sequential basis, AAM's

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content-per-vehicle of $1,458 in the quarter was also up approximately 4% versus the second quarter of 2010.

AAM's net sales of $1.7 billion in the first three quarters of 2010 increased by $642.1 million, or approximately 61%, as compared to $1.1 billion in the first three quarters of 2009.

AAM's gross profit in the third quarter of 2010 was $113.9 million or 18.4% of sales.

In the first three quarters of 2010, AAM's gross profit was $300.1 million, or 17.7% of sales, as compared to a gross loss of $99.5 million for the first three quarters of 2009.

AAM's SG&A spending in the third quarter of 2010 was $53.2 million as compared to $44.0 million in the third quarter of 2009. AAM's R&D spending in the third quarter of 2010 was approximately $21.2 million as compared to $15.1 million in the third quarter of 2009.

On a year-to-date basis, AAM's SG&A spending in the first three quarters of 2010 was $147.0 million as compared to $133.3 million in the first three quarters of 2009. AAM's R&D spending in the first three quarters of 2010 was approximately $58.9 million as compared to $50.7 million in the first three quarters of 2009.

AAM's operating income in the third quarter of 2010 was $60.7 million or 9.8% of sales.

In the first three quarters of 2010, AAM's operating income was $153.1 million, or 9.0% of sales, as compared to an operating loss of $232.8 million for the first three quarters of 2009.

AAM defines EBITDA to be earnings before interest, taxes, depreciation and amortization. AAM's EBITDA in the third quarter of 2010 was $95.4 million, or 15.4% of sales. In the first three quarters of 2010, AAM's EBITDA was $251.2 million, or 14.8% of sales.

AAM defines free cash flow to be net cash provided by (or used in) operating activities and proceeds from the issuance of warrants to GM, less capital expenditures net of proceeds from the sale of equipment. Net cash provided by operating activities in the first three quarters of 2010 was $193.5 million. Capital spending, net of proceeds from the sale of equipment for the first three quarters of 2010 was $60.5 million. Reflecting the impact of this activity, AAM generated $133.0 million of positive free cash flow. In the first three quarters of 2009, AAM's free cash flow was a use of $104.4 million.

Included in AAM's 2010 year-to-date free cash flow is a $48.8 million U.S. income tax refund AAM received in connection with a special five-year net operating loss carryback election included in the Worker, Ho me Ownership and Business Act of 2009.

AAM's free cash flow in the first three quarters of 2010 also reflects the impact of cash payments for restructuring costs of $42.6 million. These payments relate primarily to AAM's remaining obligations under hourly and salaried attrition programs and the buydown program (BDP) for UAW represented associates at AAM's Detroit, Michigan; Three Rivers, Michigan; and Cheektowaga, New York manufacturing facilities.

A conference call to review AAM's third quarter 2010 results is scheduled today at 10:00 a.m. ET. Interested participants may listen to the live conference call by logging onto AAM's investor web site at http://investor.aam.com or calling (877) 278-1452 from the United States or (973) 200-3383 from outside the United States. A replay will be available from Noon. ET on October 29, 2010 2010 until 5:00 p.m. ET November 5, 2010 by dialing (800) 642-1687 from the United States or (706) 645-9291 from outside the United States. When prompted, callers should enter conference reservation number 16648077.

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Non-GAAP Financial Information

In addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) included within this press release, AAM has provided certain information, which includes non-GAAP financial measures. Such information is reconciled to its closest GAAP measure in accordance with the Securities and Exchange Commission rules and is included in the attached supplemental data.

Management believes that these non-GAAP financial measures are useful to both management and its stockholders in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes.

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.

AAM is a world leader in the manuf acture, engineering, design and validation of driveline and drivetrain systems and related components and modules, chassis systems and metal-formed products for trucks, sport utility vehicles, passenger cars and crossover utility vehicles. In addition to locations in the United States (Indiana, Michigan, New York, Ohio, and Pennsylvania), AAM also has offices or facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea, Sweden, Thailand and the United Kingdom.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” and relate to the Company's plans, projections, strategies or future performance. Such statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, are based on our current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. 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: global economic conditions; our ability to comply with the definitive terms and conditions of various commercial and financing arrangements with GM; reduced purchases of our products by GM, Chrysler or other customers; reduced demand for our customers' products (particularly light trucks and SUVs produced by GM and Chrysler); availability of financing for working capital, capital expenditures, R&D or other general corporate purposes, including 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; the impact on us and our customers of requirements imposed on, or actions taken by, our customers in response to the U.S. government's ownership interest, the Troubled Asset Relief Program or similar programs; our ability to achieve cost reductions through ongoing restructuring actions; additional restruct uring actions that may occur; our ability to achieve the level of cost reductions required to sustain global cost competitiveness; our ability to maintain satisfactory labor relations and avoid future work stoppages; our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages; our ability to continue to implement improvements in our U.S. labor cost structure; supply shortages or price increases in raw materials, utilities or other operating supplies; currency rate fluctuations; 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 attract new customers and programs for new products; 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 respond to changes in technology, inc reased competition or pricing pressures; price volatility in, or reduced availability of, fuel; adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the Corporate Average Fuel Economy (“CAFE”) regulations); adverse changes in the political stability of our principal markets (particularly North America, Europe, South America and Asia); liabilities arising from warranty claims, product liability and legal proceedings to which we are or may become a party; changes in liabilities arising from pension and other postretirement benefit obligations; risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities; our ability to attract and retain key associates; other unanticipated events and conditions that may hinder our ability to compete. For additional discussion, see "Risk factors" in our most recent 10K filing.

It is not possible to foresee or identify all such factors and we assume no obligation to update any forward-looking statements or to disclose any subsequent facts, events or circumstances that may affect their accuracy.

# # #

For more information...

Christopher M. Son	David Tworek
Director, Investor Relations and	Manager, Communications
Corporate Communications	(313) 758-4883
(313) 758-4814	david.tworek@aam.com
chris.son@aam.com

Or visit the AAM website at www.aam.com.

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

< tr>< td colspan="7" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;padding-left:2px;">< /tr>

	Three Months Ended							Nine Months Ended
&nbs p;	September 30,							September 30,
	2010			2009				2010				2009
	(in millions, except per share data)
Net sales	$	618.2		$	409.6			$	1,699.7			$	1,057.6
Cost of goods sold	504.3			321.1				1,399.6				1,157.1
Gross profit (loss)	113.9			88.5				300.1				(99.5		)
Selling, general and administrative expenses	53.2			44.0				147.0				133.3
Operating income (loss)	60.7			44.5				153.1				(232.8		)
< /font>
Interest expense	(22.1		)	(20.3		)		(67.4		)		(60.4		)
											&nb sp;
Investment income	0.4			0.8				1.4				2.8
< font style="font-family:inherit;font-size:10pt;">
Other income (expense), net	0.5			0.1				(1.7		)		(3.6		)
Income (loss) before income taxes	39.5			25.1				85.4				(294.0		)
Income tax expense	0.8		< font style="font-family:inherit;font-size:10pt;">	5.5			< /font>	5.2				7.8
Net income (loss)	38.7			19.6				80.2				(301.8		)
Net loss attributable to the noncontrolling interests	0.1			—				0.3				0.1
Net income (loss) attributable to AAM	$	38.8		$	19.6			$	80.5			$	(301.7	)
Diluted earnings (loss) per share	$	0.52		$	0.35			$	1.08			$	(5.83	)
Diluted shares outstanding	74.3			55.8				74.5				51.8

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2010				December 31, 2009
	(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	240.2			$	178.1
Short-term investments	2.8				4.2
Accounts receivable, net	188.9			129.7
Inventories, net	124.9				90.6
Prepaid expenses and other	77.2				114.0
Total current assets	634.0				516.6
Property, plant and equipment, net	922.6				946.7
GM postretirement cost sharing asset	214.4				219.9
Goodwill	147.8				147.8
Other assets and deferred charges	152.6				155.8
Total assets	$	2,071.4			$	1,986.8
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	311.6	< font style="font-family:inherit;font-size:10pt;">		$	200.9
Accrued expenses and other	260.5				244.6
Total current liabilities	572.1				445.5
Long-term debt	1,011.0				1,071.4
Deferred revenue	136.4				189.7
Postretirement benefits and other long-term liabilities	821.0				840.1
Total liabilities	2,540.5				2,546.7
Stockholders' deficit	(469.1		)		(559.9		)
Total liabilities and stockholders' deficit	$	2,071.4			$	1,986.8

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010				2009
	(In millions)						(In millions)
Operating ac tivities
Net income (loss)	$	38.7		$	19.6		$	80.2			$	(301.8	)
Depreciation and amortization	33.7			30.3			98.1			102.8
Other	(43.8		)	(43.2		)	15.2				179.3
Net cash flow provided by (used in) operating activities	28.6			6.7			193.5				(19.7		)
Purchases of property, plant & equipment	(24.8		)	(34.5		)	(61.7		)		(115.5		)
Purchase buyouts of leased equipment	(0.4		)	—			(7.8		)		—
Investment in joint venture	—			—			—				(10.2		)
Proceeds from sales of equipment	—			—			1.2				0.5
Redemption of short-term investments	—			2.0			1.6 < /td>				68.0
Net cash flow used in investing activities	(25.2		)	(32.5		)	(66.7		)		(57.2		)
Net increase (decrease) in long-term debt	(3.3		)	(90.8		)	(60.8		)		32.8
Debt issuance costs	—			(15.5		)	(2.2		)		(18.2		)
Repurchase of treasury stock	—			(0.2		)	(1.3		)		(0.3	)
Employee stock option exercises	—			1.0			—				1.0
Proceeds from the issuance of warrants to GM	—			30.3			—			30.3
Net cash flow provided by (used in) financing activities	(3.3		)	(75.2		)	(64.3		)		45.6
										&nbs p;
Effect of exchange rate changes on cash	1.4			1.7			(0.4		)		5.6
Net increase (decrease) in cash and cash equivalents	1.5			(99.3		)	62.1				(25.7		)
Cash and cash equivalents at beginning of period	238.7			272.4			178.1				198.8
Cash and cash equivalents at end of period	$	240.2		$	173.1		$	240.2			$	173.1

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

SUPPLEMENTAL DATA

(Unaudited)

The supplemental data presented below is a reconciliation of certain financial measures which is intended

to facilitate analysis of American Axle & Manufacturing Holdings, Inc. business and operating performance.

Earnings (loss) before interest expense, income taxes and depreciation and amortization (EBITDA)(a)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
	(In millions)				(In millions)
Net income (loss) attributable to AAM	$	38.8	$	19.6	$	80.5	$	(301.7	)
Interest expense	22.1		20.3		67.4		60.4
Income taxes	0.8		5.5		5.2		7.8
Depreciation and amortization	33.7		30.3		98.1		102.8
					&n bsp;
EBITDA	$	95.4	$	75.7	$	251.2	$	(130.7	)

Net debt^(b) to capital

	September 30, 2010			December 31, 2009
	(In millions, except percentages)
Total debt	$	1,011.0		$	1,071.4
Less: cash and cash equivalents	240.2			178.1
Net debt at end of period	770.8			893.3
Stockholders' deficit	(469.1		)	(559.9		)
Total invested capital at end of period	$	301.7		$	333.4
Net debt to capital(c)	255.5		%	267.9		%

Net Operating Cash Flow and Free Cash Flow^(d)

< td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;">

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010			2009				2010			2009
	(In millions)							(In millions)
Net cash provided by (used in) operating activities	$	28.6		$	6.7			$	193.5			$	(19.7	)
Add: Proceeds from the issuance of warrants to GM	—			30.3			< /font>	—				30.3
Less: Purchases of property, plant & equipment, net of proceeds from sale of equipment	(24.8		)	(34.5		)		(60.5		)		(115.0		)
Net operating cash flow	3.8			2.5				133.0				(104.4		)
Less: dividends paid	—			—				—				—
Free cash flow	$	3.8		$	2.5			$	133.0			$	(104.4	)

________________________________________

(a)     We believe th at EBITDA is a meaningful measure of performance as it is commonly utilized by management and

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investors to analyze operating performance and entity valuation. Our management, the investment community and the banking institutions routinely use EBITDA, together with other measures, to measure our operating performance relative to other Tier 1 automotive suppliers. EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under GAAP. Other companies may calcu late EBITDA differently.

(b)     Net debt is equal to total debt less cash and cash equivalents.

(c)     Net debt to capital is equal to net debt divided by the sum of stockholders' deficit and net debt. We believe that net debt to capital is a meaningful measure of financial condition as it is commonly utilized by management, investors and creditors to assess relative capital structure risk. Other companies may calculate net debt to capital differently.

(d)     We define net operating cash flow as net cash provided by operating activities and proceeds from the issuance of warrants to GM, less purchases of property and equipment net of proceeds from sales of assets. Free cash flow is defined as net operating cash flow less dividends paid. We believe net operating cash flow and free cash flow are meaningful measures as they are commonly utilized by management and investors to assess our ability to generate cash flow from business operations to repay debt and return capital to ou r stockholders. Net operating cash flow is also a key metric used in our calculation of incentive compensation. Other companies may calculate net operating cash flow and free cash flow differently.

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