American Axle & Manufacturing - 10-Q quarterly report FY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended June 30, 2006

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	36-3161171
(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. Yesx No o

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

Large accelerated filer xAccelerated filer o Non-accelerated filer 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 x

As of July 26, 2006, the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 51,896,730shares.

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. The Securities and Exchange Commission also maintains a website at www.sec.govthat contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Table of Contents

CAUTIONARY STATEMENTS

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4: CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION
ITEM 1A: RISK FACTORS

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 6: EXHIBITS

SIGNATURES
EXHIBIT INDEX
EX 31.1 CERTIFICATION - CEO - RULE 13a-14(a)

EX 31.2 CERTIFICATION - CFO - RULE 13a-14(a)

EX.32 SECTION 906 CERTIFICATIONS

Table of Contents

CAUTIONARY STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (Quarterly Report) are forward-looking in nature and relate to trends and events that may affect our future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms “will,” “expect,” “anticipate,” “intend,” “project” and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this Quarterly Report. The statements are based on our current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including, but not limited to:

·	reduced purchases of our products by General Motors Corporation (GM), DaimlerChrysler Corporation (DaimlerChrysler) or other customers;

·	reduced demand for our customers’ products (particularly light trucks and SUVs produced by GM and DaimlerChrysler);

·	our ability and our suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages;

·	our customers’ and their suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages;

·	supply shortages or price increases in raw materials, utilities or other operating supplies;

·	our ability and our customers’ and suppliers’ ability to successfully launch new product programs;

·	our ability to respond to changes in technology or increased competition;

·	adverse changes in laws, government regulations or market conditions including increases in fuel prices affecting our products or our customers’ products (including the Corporate Average Fuel Economy regulations);

·	adverse changes in the economic conditions or political stability of our principal markets (particularly North America, Europe, South America and Asia);

·	liabilities arising from legal proceedings to which we are or may become a party or claims against us or our products;

·	risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities;

·	availability of financing for working capital, capital expenditures, R&D or other general corporate purposes;

·	our ability to attract and retain key associates;

·	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.

Table of Contents

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,
	2006			2005			2006			2005
	*(In millions, except per share data)*

Net sales	$	874.6		$	867.7		$	1,709.4		$	1,686.6

Cost of goods sold		784.7			782.3			1,556.0			1,528.9

Gross profit		89.9			85.4			153.4			157.7

Selling, general and administrative expenses		49.4			49.0			97.9			95.6

Operating income		40.5			36.4			55.5			62.1

Net interest expense		(7.9	)		(6.6	)		(15.3	)		(12.7	)

Other income (expense)
Debt refinancingand redemption costs		(2.4	)		-			(2.4	)		-
Other, net		0.7			(1.7	)		1.4			(1.4	)

Income before income taxes		30.9			28.1			39.2			48.0

Income taxes		10.5			9.2			10.1			15.8

Net income	$	20.4		$	18.9		$	29.1		$	32.2

Basic earnings per share	$	0.41		$	0.38		$	0.58		$	0.64

Diluted earnings per share	$	0.40		$	0.37		$	0.57		$	0.63

See accompanying notes to condensed consolidated financial statements.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2006			2005
	*(Unaudited)*
	*(In millions)*
Assets
Current assets
Cash and cash equivalents	$	10.8		$	3.7
Accounts receivable, net		428.1			328.0
Inventories, net		226.0			207.2
Prepaid expenses and other		57.7			45.5
Deferred income taxes		19.8			17.0
Total current assets		742.4			601.4

Property, plant and equipment, net		1,910.2			1,836.0
Deferred income taxes		6.0			3.0
Goodwill		147.8			147.8
Other assets and deferred charges		72.5			78.4
Total assets	$	2,878.9		$	2,666.6

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	404.9		$	338.5
Trade payable program liability		27.7			42.6
Accrued compensation and benefits		104.9			115.3
Other accrued expenses		47.1			52.8
Total current liabilities		584.6			549.2

Long-term debt		591.3			489.2
Deferred income taxes		113.2			116.1
Postretirement benefits and other long-term liabilities		572.0			517.3
Total liabilities		1,861.1			1,671.8

Stockholders' equity
Common stock, par value $0.01 per share		0.5			0.5
Paid-in capital		375.4			385.6
Retained earnings		857.2			843.5
Treasury stock at cost, 5.1 million shares
in 2006 and 2005		(171.8	)		(171.7	)
Unearned compensation		-			(14.8	)
Accumulated other comprehensive loss, net of tax
Minimum pension liability adjustments		(52.6	)		(52.6	)
Foreign currency translation adjustments		9.9			3.9
Unrecognized (loss) gain on derivatives		(0.8	)		0.4
Total stockholders' equity		1,017.8			994.8
Total liabilities and stockholders' equity	$	2,878.9		$	2,666.6

See accompanying notes to condensed consolidated financial statements.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended
	June 30,
	2006			2005
	*(In millions)*
Operating activities
Net income	$	29.1		$	32.2
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		100.4			88.8
Deferred income taxes		(7.9	)		1.7
Stock-based compensation		5.2			1.8
Pensions and other postretirement benefits, net of contributions		52.9			33.2
Loss on retirement of equipment		4.8			1.6
Debt refinancing and redemption costs		2.4			-
Changes in operating assets and liabilities
Accounts receivable		(98.8	)		(82.7	)
Inventories		(18.0	)		(14.9	)
Accounts payable and accrued expenses		56.2			(3.7	)
Other assets and liabilities		(26.6	)		(5.6	)
Net cash provided by operating activities		99.7			52.4

Investing activities
Purchases of property, plant and equipment		(156.0	)		(161.2	)
Purchase buyouts of leased equipment		(19.5	)		-
Net cash used in investing activities		(175.5	)		(161.2	)

Financing activities
Net borrowings under revolving credit facilities		25.6			115.1
Proceeds from the issuance of long-term debt		204.8			-
Payments of long-term debt and capital lease obligations		(129.3	)		(3.4	)
Debt issuance costs		(3.1	)		-
Employee stock option exercises		0.2			3.4
Dividends paid		(15.5	)		(15.0	)
Net cash provided byfinancing activities		82.7			100.1

Effect of exchange rate changes on cash		0.2			(0.1	)

Netincrease (decrease)in cash and cash equivalents		7.1			(8.8	)

Cash and cash equivalents at beginning of period		3.7			14.4

Cash and cash equivalents at end of period	$	10.8		$	5.6

Supplemental cash flow information
Interest paid	$	18.3		$	15.3
Income taxes paid, net of refunds	$	34.7		$	22.3

S See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2006

1. ORGANIZATION AND BASIS OF PRESENTATION

OrganizationAmerican Axle & Manufacturing Holdings, Inc. (Holdings) and its subsidiaries (collectively, we, our, us or AAM) is a premier Tier I supplier to the automotive industry and a worldwide leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related powertrain components and chassis modules for light trucks, sport utility vehicles (SUVs), passenger cars and crossover 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 powertrain products include axles, chassis modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driving heads, crankshafts, transmission parts and metal-formed products. In addition to locations in the United States (U.S.) (Michigan, New York and Ohio), we have offices or facilities in Brazil, China, England, Germany, India, Japan,Mexico, Poland, Scotland and South Korea.

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 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, 2005 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, 2005.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. INVENTORIES

We state our inventories at the lower of cost or market. The cost of our U.S. inventories is determined principally using the last-in, first-out method (LIFO). The cost of our foreign and indirect inventories is determined principally using the first-in, first-out method (FIFO). We classify indirect inventories, which include perishable tooling, repair parts and other materials consumed in the manufacturing process but not incorporated into our finished products, as raw materials. 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. This policy predominantly affects our accounting for indirect inventories. Inventories consist of the following:

	June 30,			December 31,
	2006			2005
	(Dollars in millions)

Raw materials and work-in-progress	$	230.2		$	212.2
Finished goods		34.1			29.9
Gross inventories		264.3			242.1
LIFO reserve		(14.6	)		(14.6	)
Other inventory valuation reserves		(23.7	)		(20.3	)
Inventories, net	$	226.0		$	207.2

3. LONG-TERM DEBT

Long-term debt consists of the following:

	June 30,		December 31,
	2006		2005
	(Dollars in millions)

Revolving credit facilities	$	50.0	$	-
5.25% Notes, net of discount		249.7		249.7
2.00% Convertible Notes		21.6		150.0
Term Loan		200.0		-
Uncommitted lines of credit		40.0		71.5
Foreign credit facilities and other		27.6		15.6
Capital lease obligations		2.4		2.4
Long-term debt	$	591.3	$	489.2

The Revolving Credit Facility provides up to $600.0million of revolving bank financing commitments through April 2010 and bears interest at rates based on LIBOR or an alternate base rate, plus an applicable margin. At June 30, 2006, we had $50.0million outstanding and $525.0million available under the Revolving Credit Facility. This availability reflects a reduction of $25.0million for standby letters of credit issued against the facility.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Revolving Credit Facility provides back-up liquidity for our foreign credit facilities and uncommitted lines of credit. We intend to use the availability of long-term financing under the Revolving Credit Facility to refinance any current maturities related to such debt agreements that are not otherwise refinanced on a long-term basis in their respective markets. Accordingly, we have classified such amounts as long-term debt.

The 5.25% Notes are senior unsecured obligations of American Axle & Manufacturing, Inc. (AAM, Inc.) and are fully and unconditionally guaranteed by Holdings. Holdings has no significant assets other than its 100% ownership of AAM, Inc. and no subsidiaries other than AAM, Inc.

The 2.00% Convertible Notes due 2024 (2.00% Convertible Notes) are senior unsecured obligations of Holdings and are fully and unconditionally guaranteed by AAM, Inc. In the second quarter of 2006, the 2.00% Convertible Notes became convertible into cash under the terms of the indenture. A total of $128.4 million of the notes were converted into cash during the second quarter and $21.6 million of the notes remain outstanding as of June 30, 2006. The cash conversion rights on the outstanding notes remain in effect as of the date of this filing. We had been amortizing fees and expenses associated with the 2.00% Convertible Notes over the life of the security. As a result of the conversions, we expensed the proportional amount of unamortized debt issuance costs in the second quarter of 2006, which totaled $2.4 million.

On June 28, 2006, we entered into a $200.0 million senior unsecured term loan (Term Loan) that matures on April 12, 2010. The obligations of AAM under the Term Loan are guaranteed by Holdings. Proceeds from this financing will be used for general corporate purposes and to finance payments related to the cash conversion of the 2.00% Convertible Notes. Borrowings under the Term Loan bear interest payable at rates based on LIBOR or an alternate base rate, plus an applicable margin. The Term Loan includes an uncommitted incremental facility, pursuant to which AAM may be able to increase the total commitment under the Term Loan by up to $50.0 million, subject to certain terms and conditions.

Concurrent with the Term Loan, we entered into an interest rate swap with a notional amount of up to $200 million through April 2010. This interest rate swap converts variable rate financing based on 3-month LIBOR into fixed U.S. dollar rates.

In the second quarter of 2006, we had access to $60.0 million of uncommitted bank lines of credit. At June 30, 2006, $40.0 million was outstanding and $20.0 million was available under such uncommitted bank credit lines.

The weighted-average interest rate of our long-term debt outstanding at June 30, 2006 was 7.2% as compared to 4.7% at December 31, 2005.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost consist of the following:

	Pension Benefits
	Three months ended						Six months ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Dollars in millions)

Service cost	$	8.4		$	8.4		$	16.8		$	16.8
Interest cost		8.3			7.9			16.7			15.8
Expected asset return		(7.8	)		(7.6	)		(15.7	)		(15.2	)
Amortized loss		1.3			1.1			2.6			2.2
Amortized prior service cost		0.8			0.8			1.6			1.6
Net periodic benefit cost	$	11.0		$	10.6		$	22.0		$	21.2

	Other Benefits
	Three months ended						Six months ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Dollars in millions)

Service cost	$	10.3		$	9.5		$	20.6		$	19.1
Interest cost		8.0			7.2			16.0			14.4
Amortized loss		1.4			1.0			2.8			2.0
Amortized prior service cost		(0.4	)		(0.2	)		(0.7	)		(0.4	)
Net periodic benefit cost	$	19.3		$	17.5		$	38.7		$	35.1

We have no required obligations for our U.S. pension plans in 2006; funding for our foreign pension plans is expected to be less than $5 million. Our cash outlay for other postretirement benefit obligations is expected to be approximately $5 million in 2006.

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. COMPREHENSIVE INCOME

Comprehensive income consists of the following:

	Three months ended						Six months ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Dollars in millions)

Net income	$	20.4		$	18.9		$	29.1		$	32.2
Foreign currency translation adjustments, net of tax		0.9			7.1			6.0			7.7
Unrecognized loss on derivatives, net of tax		(0.9	)		(0.2	)		(1.2	)		(0.6	)
Comprehensive income	$	20.4		$	25.8		$	33.9		$	39.3

6. EARNINGS PER SHARE (EPS)

The following table sets forth the computation of our basic and diluted EPS:

	Three months ended				Six months ended
	June 30,				June 30,
	2006		2005		2006		2005
	(In millions, except per share data)

Numerator
Net income	$	20.4	$	18.9	$	29.1	$	32.2

Denominators
Basic shares outstanding -
Weighted-average shares outstanding		50.3		50.1		50.3		50.0

Effect of dilutive securities
Dilutive stock-based compensation		0.9		0.8		0.8		0.9

Diluted shares outstanding -
Adjusted weighted-average shares after assumed conversions		51.2		50.9		51.1		50.9

Basic EPS	$	0.41	$	0.38	$	0.58	$	0.64

Diluted EPS	$	0.40	$	0.37	$	0.57	$	0.63

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. STOCK-BASED COMPENSATION

Effective January 1, 2006, we adopted FASB Statement No. 123(R), (SFAS 123R),“Share-Based Payment.”Prior to the adoption of SFAS 123R, we accounted for our stock compensation plans according to APB Opinion No. 25. (APB 25) “Accounting for Stock Issued to Employees,” and related interpretations. We adopted the fair value recognition provisions of SFAS 123R using the modified prospective transition method and, therefore, did not restate the prior periods’ results. Under this transition method, stock-based compensation expense for the first quarter of 2006 included compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of, January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of FASB Statement No. 123, (SFAS 123) “Accounting for Stock-Based Compensation.”Stock-based compensation expense for all share-based payment awards granted after January 1, 2006 is based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. We recognize these compensation costs net of a forfeiture rate and recognize the compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of three years. We estimated the forfeiture rate based on our historical experience.

Effective December 31, 2005, we accelerated the vesting of approximately 1.8 million “out of the money” stock options, all of which became immediately exercisable in full. The acceleration was intended to eliminate future compensation expense with respect to the “out of the money” stock options that we would otherwise recognize under our adoption of SFAS 123R on January 1, 2006.

On March 15, 2006, we awarded approximately 0.3 million stock options to our executive officers, which resulted in an immaterial amount of compensation expense recorded in the first half of 2006. As a result of the accelerated vesting effective December 31, 2005, substantially all stock options were fully vested upon adoption of SFAS 123R. Therefore, the impact of adopting SFAS 123R was not material for the first half of 2006.

As of June 30, 2006, unrecognized compensation cost related to nonvested stock options totaled $1.9 million. The weighted average period over which this cost is expected to be recognized is 2.6 years. The total intrinsic value of options outstanding and exercisable as of June 30, 2006 was $15.6 million and $15.0 million, respectively. The total intrinsic value of stock options exercised for the first half of 2006 and 2005 was $0.3 million and $9.1 million, respectively.

The following table illustrates the effect on net income after tax and net income per common share as if we had applied the fair value recognition provisions of SFAS 123 to stock-based compensation during the second quarter and first half of 2005:

	Three months ended			Six months ended
	June 30,			June 30,
	2005			2005
	(In millions, except per share data)
Net income, as reported	$	18.9		$	32.2
Deduct: Total employee stock option expense
determined under the fair value method, net of tax		(3.1	)		(6.3	)
Pro forma net income	$	15.8		$	25.9
Basic - as reported	$	0.38		$	0.64
Basic - pro forma	$	0.32		$	0.52
Diluted - as reported	$	0.37		$	0.63
Diluted - pro forma	$	0.32		$	0.51

Table of Contents

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We estimated the fair value of our employee stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2006			2005
Expected volatility	41.31		%	41.64		%
Risk-free interest rate	4.78		%	4.36		%
Dividend yield		3.70	%		2.25	%
Expected life of option		7 years			7 years
Weighted average grant-date fair value	$	5.33		$	10.50

We also award performance accelerated restricted stock and restricted stock units (PARS and RSUs, respectively) under our 1999 Stock Incentive Plan. Prior to the adoption of SFAS 123R, the total amount of compensation expense associated with the PARS was recorded as unearned compensation and presented as a separate component of stockholders’ equity. In 2006, as required by SFAS 123R, the remaining unearned compensation was eliminated against paid-in-capital. The total amount of compensation expense associated with the RSUs is recorded as an accrued liability when incurred. The PARS and RSUs vest over three to five years contingent upon the satisfaction of AAM’s future financial performance targets.

As of June 30, 2006, unrecognized compensation cost related to nonvested PARS and RSUs totaled $26.2 million. The weighted average period over which this cost is expected to be recognized is 2.5 years. The total fair market value of PARS and RSUs vested in the first half of 2006 was $0.4 million.

In the second quarter of 2006, we recognized approximately $2.7 million of expense related to stock-based compensation awards as compared to $1.5 million in the second quarter of 2005. In the first half of 2006, we recognized approximately $5.2 million of expense related to stock-based compensation awards as compared to $1.8 million in the first half of 2005.

Table of Contents

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, 2005.

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, and (ii) American Axle & Manufacturing, Inc. (AAM, Inc.), a Delaware corporation, and its direct and indirect subsidiaries. Holdings has no subsidiaries other than AAM, Inc.

COMPANY OVERVIEW

We are a premier Tier I supplier to the automotive industry and a worldwide leader in the manufacture, engineering, design and validation of driveline and drivetrain systems and related powertrain components and chassis modules for light trucks, sport utility vehicles (SUVs), passenger cars and crossover 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 powertrain products include axles, chassis modules, driveshafts, power transfer units, transfer cases, chassis and steering components, driving heads, crankshafts, transmission parts and metal-formed products.

We are the principal supplier of driveline components to General Motors Corporation (GM) for its rear-wheel drive (RWD) light trucks and SUVs manufactured in North America, supplying substantially all of GM’s rear axle and front four-wheel drive/ all-wheel drive (4WD/AWD) axle requirements for these vehicle platforms. Sales to GM were approximately 76% of our total net sales in the first half of 2006 as compared to 78% for the full-year 2005.

We are the sole-source supplier to GM for certain axles and other driveline products for the life of each GM vehicle program covered by a Lifetime Program Contract (LPC). Substantially all of our sales to GM are made pursuant to the LPCs. The LPCs have terms equal to the lives of the relevant vehicle programs or their respective derivatives, which typically run 6 to 12 years, and require us to remain competitive with respect to technology, design and quality. We have been successful in competing, and we will continue to compete for future GM business upon the expiration of the LPCs.

We are also the principal supplier of driveline system products for the Chrysler Group’s heavy-duty Dodge Ram full-size pickup trucks (Dodge Ram program) and its derivatives. As part of this program, we supply a fully integrated computer-controlled chassis system for the Dodge Ram Power Wagon. Sales to DaimlerChrysler Corporation (DaimlerChrysler) were approximately 14% and 13% of our total net sales in the first half of 2006 and 2005, respectively.

In addition to GM and DaimlerChrysler, we supply driveline systems and other related components to PACCAR Inc., Volvo Group, Ford Motor Company, Ssangyong Motor Company and other original equipment manufacturers (OEMs) and Tier I supplier companies such as Magna International, Inc. and The Timken Company. Our net sales to customers other than GM increased approximately 15% to $408.1 million in the first half of 2006 as compared to $354.2 million for the first half of 2005.

Table of Contents

RESULTS OF OPERATIONS -- THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 30, 2005

Net SalesNet sales were $874.6 million in the second quarter of 2006 as compared to $867.7 million in the second quarter of 2005. As compared to the second quarter of 2005, our sales in the second quarter of 2006 reflects an estimated 5% increase in customer production volumes for the major full-size truck and SUV programs we currently support for GM and DaimlerChrysler and an estimated 23% decrease in products supporting GM’s mid-size light truck and SUV programs.

Our content-per-vehicle (as measured by the dollar value of our products supporting GM’s N.A. light truck platforms and the Dodge Ram program) was $1,216 in the second quarter of 2006 as compared to $1,185 in the second quarter of 2005. This increase is due primarily to the impact of new AAM content appearing on GM’s full-size utility vehicles, as well as production mix shifts favoring AAM’s axles and driveline systems for the Dodge Ram and the 4WD HUMMER H3 programs in the mid-size SUV segment. Our 4WD/AWD penetration rate was 62.3% in the second quarter of 2006 as compared to 61.8% in the second quarter of 2005.

Gross ProfitGross profit was $89.9 million in the second quarter of 2006 as compared to $85.4 million in the second quarter of 2005. Gross margin was 10.3% in the second quarter of 2006 as compared to 9.8% in the second quarter of 2005. The increase in gross profit in the second quarter of 2006 as compared to the second quarter of 2005 is primarily a result of ongoing productivity improvements including material cost reductions and the favorable impact of additional metal market agreements. Our gross profit in the second quarter of 2005 included an $8.9 million pre-tax charge related to lump-sum voluntary separation payments that did not recur in 2006. This increase in gross profit was partially offset by increased non-cash expenses related to depreciation and amortization, pension and post-retirement benefit costs and stock-based compensation costs. Higher fringe benefit costs, including supplemental unemployment benefits to hourly associates, and costs associated with new product launches also negatively impacted gross profit for the second quarter of 2006.

Selling, General and Administrative Expenses (SG&A)SG&A (including research and development (R&D)) was $49.4 million or 5.6% of net sales in the second quarter of 2006 as compared to $49.0 million or 5.6% of net sales in the second quarter of 2005. The increase in SG&A reflects higher R&D spending, which increased nearly 10.1% to $20.8 million in the second quarter of 2006 as compared to $18.9 million in the second quarter of 2005. In addition to higher R&D spending, SG&A in the second quarter of 2006 also reflects the impact of higher costs incurred to support our strategic growth initiatives in other countries. These cost increases were offset by ongoing cost controls and the favorable impact of cost recoveries.

Operating IncomeOperating income was $40.5 million in the second quarter of 2006 as compared to $36.4 million in the second quarter of 2005. Operating margin was 4.6% in the second quarter of 2006 as compared to 4.2% in the second quarter of 2005. The increases operating income and operating margin were due to the factors discussed in Gross Profit and SG&A.

Net Interest ExpenseNet interest expense increased 19.7% to $7.9 million in the second quarter of 2006 as compared to $6.6 million in the second quarter of 2005. The increase in interest expense was principally due to higher average outstanding borrowings and higher interest rates.

Table of Contents

Debt Refinancing CostsDebt refinancing costs expensed in the second quarter of 2006 were $2.4 million. The details of the debt refinancing costs are more fully explained in the section entitled “Liquidity and Capital Resources - Financing Activities.”

Income Tax ExpenseIncome tax expense was $10.5 million in the second quarter of 2006 as compared to $9.2 million in the second quarter of 2005. Our effective income tax rate was 33.9% in the second quarter of 2006, 33.0% in the second quarter of 2005 and 33.0% for the full-year 2005.

Net Income and Earnings Per Share (EPS)Net income was $20.4 million in the second quarter of 2006 as compared to $18.9 million in the second quarter of 2005. Diluted earnings per share were $0.40 in the second quarter of 2006 as compared to $0.37 in the second quarter of 2005. Net income and EPS for the second quarter of 2006 and 2005 were primarily impacted by the factors discussed in Gross Profit and SG&A.

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (EBITDA)EBITDA was $89.9 million in the second quarter of 2006 as compared to $80.1 million in the second quarter of 2005. EBITDA for the second quarter of 2006 and 2005 was primarily impacted by the factors discussed in Gross Profit and SG&A. For an explanation and reconciliation of EBITDA, refer to the section entitled “Supplemental Financial Data.”

Table of Contents

RESULTS OF OPERATIONS -- SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005

Net SalesNet sales were $1,709.4 million in the first half of 2006 as compared to $1,686.6 million in the first half of 2005. As compared to the first half of 2005, our sales in the first half of 2006 reflects an estimated 6% increase in customer production volumes for the major full-size truck and SUV programs we currently support for GM and DaimlerChrysler and an estimated 17% decrease in customer production volumes for the GM mid-size light truck and SUV programs.

Our content-per-vehicle was $1,210 in the first half of 2006 as compared to $1,184 in the first half of 2005. New AAM content appearing on GM’s full-size utility vehicles, as well as production mix shifts favoring the Dodge Ram and 4WD HUMMER H3 programs were the primary drivers of content growth in the first half of 2006.The penetration rate of our 4WD/AWD systems was 62.4% in the first half of 2006 as compared to 62.6% in the first half of 2005.

Gross ProfitGross profit was $153.4 million in the first half of 2006 as compared to $157.7 million in the first half of 2005. Gross margin was 9.0% of sales in the first half of 2006 as compared to 9.4% in the first half of 2005. Ongoing productivity improvements including material cost reductions and the favorable impact of additional metal market agreements continued to positively impact our gross profit in the first half of 2006. However, these gains were adversely impacted by increased non-cash expenses related to depreciation and amortization, pension and other postretirement benefit costs and stock-based compensation costs. Higher fringe benefit costs, including supplemental unemployment benefits to hourly associates also negatively impacted gross profit for the first half of 2006. We also experienced higher energy costs and increased launch costs, which include non-capitalizable project expenses and machine start-up costs. This decrease is partially offset by an $8.9 million pre-tax charge in 2005 related to lump-sum voluntary separation payments that did not recur in 2006.

Selling, General and Administrative Expenses (SG&A)SG&A (including research and development (R&D)) was $97.9 million or 5.7% of net sales in the first half of 2006 as compared to $95.6 million or 5.7% of net sales in the first half of 2005. R&D increased 9.9% to $40.1million in the first half of 2006 as compared to $36.5million in the first half of 2005. In addition to higher R&D spending, SG&A reflects increased pension and postretirement benefits and stock-based compensation expense in addition to higher costs incurred to support our strategic growth initiatives in other countries.

Operating IncomeOperating income was $55.5 million in the first half of 2006 as compared to $62.1 million in the first half of 2005. Operating margin was 3.2% in the first half of 2006 as compared to 3.7% in the first half of 2005. The decreases in operating income and operating margin were due to the factors discussed in Gross Profit and SG&A.

Net Interest ExpenseNet interest expense increased 20.5% to $15.3 million in the first half of 2006 as compared to $12.7 million in the first half of 2005. The increase in interest expense was principally due to higher average outstanding borrowings and higher interest rates.

Debt Refinancing CostsDebt refinancing costs expensed in the first half of 2006 were $2.4 million. The details of the debt refinancing costs are more fully explained in the section entitled “Liquidity and Capital Resources - Financing Activities.”

Table of Contents

Income Tax ExpenseIncome tax expense was $10.1 million in the first half of 2006 as compared to $15.8 million in the first half of 2005. Our effective income tax rate was 25.9% in the first half of 2006, 33.0% in the first half of 2005 and 33.0% for the full-year 2005. The decrease in our effective income tax rate in the first half of 2006 as compared to the first half of 2005 was primarily due to an increase in foreign source income, which carries a lower overall effective tax rate than U.S. income. In addition, the effective tax rate in the first half of 2006 reflects two settlements of tax liabilities from prior years, a $3.1 million favorable settlement in the first quarter of 2006 and a $2.6 million unfavorable settlement in the second quarter of 2006. This decrease in the effective tax rate was partially offset by the lapse of the federal R&D credit as of December 31, 2005.

Net Income and Earnings Per Share (EPS)Net income was $29.1 million in the first half of 2006 as compared to $32.2 million in the first half of 2005. Diluted earnings per share were $0.57 in the first half of 2006 as compared to $0.63 in the first half of 2005. Net income and EPS for the first half of 2006 and 2005 were primarily impacted by the factors discussed in Gross Profit and SG&A.

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (EBITDA)EBITDA was $155.0 million in the first half of 2006 as compared to $149.7 million in the first half of 2005. EBITDA for the first half of 2006 and 2005 were primarily impacted by the factors discussed in Gross Profit and SG&A. For an explanation and reconciliation of EBITDA, refer to the section entitled “Supplemental Financial Data.”

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund capital expenditures, debt service obligations, working capital investments and our quarterly cash dividend program. We believe that operating cash flow and borrowings under our Revolving Credit Facility will be sufficient to meet these needs in the foreseeable future.

Operating Activities Net cash provided by operating activities was $99.7 million in the first half of 2006 as compared to $52.4 million in the first half of 2005. The primary factors impacting cash flow in the first half of 2006 as compared to the first half of 2005 were:

·	Lower contributions to pension and other postretirement benefit plans;

·	Lower profit sharing payout;

·	Higher collections of metal market pass-throughs;

·	Higher tax payments; and

·	Ongoing productivity improvements including material cost reductions.

Accounts Receivable Accounts receivable increased $98.8 million at June 30, 2006 as compared to year-end 2005. This increase was primarily due to increased sales activity in May and June of 2006 as compared to November and December of 2005.

Pension and postretirement benefit obligationsThe adjustment to net operating cash flow related to pension and postretirement benefits was $52.9 million in the first half of 2006 as compared to $33.2 million in the first half of 2005. This change primarily reflects a difference of the amounts funded in the first half of 2006 as compared to the first half of 2005. We have no required obligations for our U.S. pension plans in 2006; funding for our foreign pension plans is expected to be less than $5 million. The cash outlay for other postretirement benefit obligations is expected to be approximately $5 million in 2006.

Investing ActivitiesCapital expenditures were $156.0 million in the first halfof 2006 as compared to $161.2 million in the first halfof 2005.We expect our capital spending in 2006 to be in the range of $260.0million to $280.0million supporting the 2006 and 2007 model year launch of the GMT-900 program and other major customer programs. We expect to have expenditures in 2006 that will continue to support our selective global expansion initiatives with new regional manufacturing facilities in China and Poland and new equipment to enhance our testing and validation capabilities at our European Headquarters in Bad Homburg, Germany. Other major capital projects include the expansion of our Colfor Manufacturing operations in Minerva, Ohio and expenditures to support passenger car and crossover vehicle programs in our new and incremental business backlog.

We lease certain machinery and equipment under operating leases with various expiration dates. Pursuant to these operating leases, we have the option to purchase the underlying machinery and equipment on specified dates. In the second quarter of 2006, we exercised our purchase options for $19.5 million of such equipment, renewed equipment leases in the amount of $10.4 million and elected to exercise our purchase option for $45.8 million of assets in the fourth quarter of 2006. In July 2006, we elected our purchase option for an additional $6.7 million in the fourth quarter of 2006 and renewed equipment leases in the amount of $23.2 million.

Table of Contents

Net Operating Cash Flow and Free Cash FlowFor an explanation and reconciliation of net operating cash flow and free cash flow, refer to the section entitled “Supplemental Financial Data.”

Financing ActivitiesNet cash provided by financing activities was $82.7million in the first half of 2006 as compared to $100.1million in the first half of 2005. The decrease in cash provided from financing activities in the first half of 2006 as compared to the first half of 2005 was primarily the result of increased cash provided by operating activities. Total long-term debt outstanding increased $102.1million in the first half of 2006 to $591.3million as compared to $489.2 million at year-end 2005. Our long-term debt normally increases in the first half of any given year to fund increased working capital requirements resulting from our customers’ seasonal production requirements.

In the first half of 2006, the 2.00% Convertible Notes due 2024 became convertible into cash under terms of the indenture. A total of $128.4 million of the notes were converted into cash during the second quarter and $21.6 million of the notes remain outstanding as of June 30, 2006. The cash conversion rights remain in effect as of the date of this filing. We had been amortizing fees and expenses associated with the 2.00% Convertible Notes over the life of the security. As a result of these conversions, we expensed the proportional amount of unamortized debt issuance costs in the second quarter of 2006, which totaled $2.4 million.

At June 30, 2006, we had $50.0million outstanding and $525.0million available under the Revolving Credit Facility. This availability reflects a reduction of $25.0million for standby letters of credit issued against the facility. We also utilize foreign credit facilities and uncommitted lines of credit to finance working capital needs. At June 30, 2006, $67.6million was outstanding and $54.8million was available under such agreements.

The weighted-average interest rate of our long-term debt outstanding was5.5% for the first half of 2006 as compared to 5.0% for the year ended December 31, 2005.

Table of Contents

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 a two-week shutdown of operations in July and an approximate one-week shutdown in December. In addition, our OEM customers have historically incurred lower production rates in the third quarter as model changes enter production. Accordingly, our third quarter and fourth quarter 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 will continue to closely monitor our environmental conditions to ensure that we are in compliance with all laws, regulations and ordinances. GM has agreed to indemnify and hold us harmless against certain environmental conditions existing prior to our purchase of the assets from GM on March 1, 1994. GM’s indemnification obligations terminated on March 1, 2004 with respect to any new claims that we may have against GM. We have made, and will continue to make, capital and other expenditures (including recurring administrative costs) to comply with environmental requirements. Such expenditures were not significant in the first half of 2006, and we do not expect such expenditures to be significant for the remainder of 2006.

EFFECT OF NEW ACCOUNTING STANDARDS

In December 2004, the FASB issued Statement No. 123(R), (SFAS 123R) “Share-Based Payment.” SFAS 123R replaced FASB Statement No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” The revised statement requires that the compensation cost relating to share-based payment transactions be recognized in financial statements and measured on the fair value of the equity or liability instruments issued. We adopted SFAS 123R on January 1, 2006, and the adoption did not have a material impact for the first half of 2006. We expect that our stock-based compensation expense will increase by approximately $6.0 million in 2006 as compared to 2005.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48). FIN 48 clarifies the criteria for recognition of income tax benefits in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”The effective date for this interpretation is January 1, 2007. We are currently assessing the impact of this interpretation.

Table of Contents

SUPPLEMENTAL FINANCIAL DATA

The following supplemental financial data presented for the three and six months ended June 30, 2006 and 2005 are reconciliations of non-GAAP financial measures, which are intended to facilitate analysis of our business and operating performance. This information is not and should not be viewed as a substitute for financial measures determined under GAAP. Other companies may calculate these non-GAAP financial measures differently.

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization (EBITDA)

	Three months ended				Six months ended
	June 30,				June 30,
	2006		2005		2006		2005
	(Dollars in millions)

Net income	$	20.4	$	18.9	$	29.1	$	32.2
Interest expense		7.9		6.6		15.4		12.9
Income taxes		10.5		9.2		10.1		15.8
Depreciation and amortization		51.1		45.4		100.4		88.8
EBITDA	$	89.9	$	80.1	$	155.0	$	149.7

We believe EBITDA is a meaningful measure of performance as it is 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, together with other measures, to measure our operating performance relative to other Tier I automotive suppliers. EBITDA should not be construed as income from operations, net income or cash flow from operating activities as determined under GAAP.

Net Operating Cash Flow and Free Cash Flow

	Six months ended
	June 30,
	2006			2005
	(Dollars in millions)

Net cash provided by operating activities	$	99.7		$	52.4
Less: Purchases of property, plant and equipment		156.0			161.2
Net operating cash flow		(56.3	)		(108.8	)
Less: Dividends paid		15.5			15.0
Free cash flow	$	(71.8	)	$	(123.8	)

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 our stockholders. Net operating cash flow is also a key metric used in our calculation of incentive compensation.

Table of Contents

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 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.

Currency Exchange Risk Because most of our business is denominated in U.S. dollars, we do not currently have significant exposures relating to currency exchange risk. From time to time, we use foreign currency forward contracts to reduce the effects of fluctuations in exchange rates, primarily relating to the Mexican Peso, Euro, Pound Sterling, Brazilian Real and Canadian Dollar. At June 30, 2006, we had currency forward contracts with a notional amount of $56.0 million outstanding.

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 activities may be adversely affected by changes in currency exchange rates. If and when appropriate, we intend to manage these risks by 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 use interest rate hedging to reduce the effects of fluctuations in market interest rates. Generally, we designate interest rate swaps as effective cash flow hedges of the related debt and reflect the next cost of such agreements as an adjustment to interest expense over the lives of the debt agreements. In June 2006, we hedged a portion of our interest rate risk by entering into an interest rate swap with a notional amount of up to $200 million through April 2010. This interest rate swap converts variable rate financing based on 3-month LIBOR into fixed U.S. dollar rates. The pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates (approximately 14% of our weighted-average interest rate at June 30, 2006) on our long-term debt outstanding at June 30, 2006 would be approximately $1.2 million on an annualized basis.

Item 4. 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 (1) 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, 2006, and (2) no change in internal control over financial reporting occurred during the quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There were no material changes from the risk factors previously disclosed in our December 31, 2005 Form 10-K.

Item 4. Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 27, 2006. At the meeting, the following matters were submitted to a vote of the stockholders.

The election of directors to serve for the terms indicated below:

	Number of Votes

	For		Withheld
Directors:
Forest J. Farmer*		47,194,817		833,253
Richard C. Lappin*		47,593,905		434,435
Thomas K. Walker*		47,042,563		985,777

* To hold office until the 2009 annual meeting of stockholders.

Directors whose term of office continued after the meeting are Elizabeth A. Chappell, Richard E. Dauch, B.G. Mathis, William P. Miller II, Larry K. Switzer and Dr. Henry T. Yang.

Item 6. Exhibits

(a)	Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index.

Table of Contents

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)

By:/s/ Michael K. Simonte

Michael K. Simonte

Vice President - Finance &

Chief Financial Officer

(also in the capacity of Chief Accounting Officer)

July 28, 2006

Table of Contents

EXHIBIT INDEX

Number	Description of Exhibit

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



*31.2	Certification of Michael K. Simonte, Vice President - Finance & Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act



*32	Certifications of Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer and Michael K. Simonte, Vice President - Finance & Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(All other exhibits are not applicable.)

* Filed herewith

Table of Contents

American Axle & Manufacturing - 10-Q quarterly report FY

What is the market capitalization of a company?

DISCLAIMER

Contact

Links