10-Q

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 March 31, 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. Yes x 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  x Accelerated filer   o  Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 if the Exchange Act).Yes   oNo   x

As of April 24, 2006, the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 51,880,787 shares.

Internet Website Access to Reports

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

TABLE OF CONTENTS

Ex. 10.52 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors

Ex. 31.1 Certification - CEO - Rule 13a-14(a)

Ex. 31.2 Certification - CFO - Rule 13a-14(a)

Ex. 32 Section 906 Certifications

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 GM, 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.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three months ended
	March 31,
	2006			2005
	(In millions, except per share data)
Net sales	$	834.8		$	818.9
Cost of goods sold		771.3			746.6
Gross profit		63.5			72.3
Selling, general and administrative expenses		48.4			46.6
Operating income		15.1			25.7
Net interest expense		(7.4	)		(6.1	)
Other income, net		0.6			0.3
Income before income taxes		8.3			19.9
Income tax (benefit) expense		(0.3	)		6.6
Net income	$	8.6		$	13.3
Basic earnings per share	$	0.17		$	0.27
Diluted earnings per share	$	0.17		$	0.26

See accompanying notes to condensed consolidated financial statements.

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2006			2005
	(Unaudited)
	(In millions)
Assets
Current assets
Cash and cash equivalents	$	7.1		$	3.7
Accounts receivable, net		410.1			328.0
Inventories, net		222.4			207.2
Prepaid expenses and other		61.5			45.5
Deferred income taxes		18.3			17.0
Total current assets		719.4			601.4
Property, plant and equipment, net		1,857.8			1,836.0
Deferred income taxes		4.2			3.0
Goodwill		147.8			147.8
Other assets and deferred charges		75.1			78.4
Total assets	$	2,804.3		$	2,666.6
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	385.2		$	338.5
Trade payable program liability		30.0			42.6
Accrued compensation and benefits		93.0			115.3
Other accrued expenses		64.2			52.8
Total current liabilities		572.4			549.2
Long-term debt		574.5			489.2
Deferred income taxes		116.7			116.1
Postretirement benefits and other long-term liabilities		538.1			517.3
Total liabilities		1,801.7			1,671.8
Stockholders' equity
Common stock, par value $0.01 per share		0.5			0.5
Paid-in capital		372.9			385.6
Retained earnings		844.4			843.5
Treasury stock at cost, 5.1 million shares in
2005 and 2004		(171.7	)		(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		9.0			3.9
Unrecognized gain on derivatives		0.1			0.4
Total stockholders' equity		1,002.6			994.8
Total liabilities and stockholders' equity	$	2,804.3		$	2,666.6

         See accompanying notes to condensed consolidated financial statements.

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended
	March 31,
	2006			2005
	(In millions)
Operating activities
Net income	$	8.6		$	13.3
Adjustments to reconcile net income to net cash (used in)
provided by operating activities
Depreciation and amortization		49.4			43.4
Deferred income taxes		(1.6	)		3.3
Stock-based compensation		2.5			0.3
Pensions and other postretirement benefits,
net of contributions		24.7			17.1
Loss on retirement of equipment		1.9			0.9
Changes in operating assets and liabilities
Accounts receivable		(81.4	)		(32.7	)
Inventories		(14.7	)		(14.4	)
Accounts payable and accrued expenses		36.1			(59.6	)
Other assets and liabilities		(18.5	)		(5.7	)
Net cash (used in) provided by operating activities		7.0			(34.1	)
Investing activities
Purchases of property, plant and equipment		(80.8	)		(74.8	)
Net cash used in investing activities		(80.8	)		(74.8	)
Financing activities
Net borrowings under revolving credit facilities		85.7			104.3
Payments of long-term debt and capital lease obligations		(0.9	)		(1.2	)
Employee stock option exercises		0.1			2.2
Dividends paid		(7.7	)		(7.4	)
Net cash provided by financing activities		77.2			97.9
Effect of exchange rate changes on cash		-			(0.1	)
Net increase (decrease) in cash and cash equivalents		3.4			(11.1	)
Cash and cash equivalents at beginning of period		3.7			14.4
Cash and cash equivalents at end of period	$	7.1		$	3.3
Supplemental cash flow information
Interest paid	$	11.9		$	11.5
Income taxes paid, net of refunds	$	8.7		$	5.5

         See accompanying notes to condensed consolidated financial statements.

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

1.ORGANIZATION AND BASIS OF PRESENTATION

Organization American 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, Scotland and South Korea.

Basis of PresentationWe 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.

      Accounting for Conditional Asset Retirement Obligations  We have adopted the provisions of Financial Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" and the impact to the consolidated financial statements was not significant.

       Income Tax Expense  Income tax (benefit) expense was $(0.3) million in the first quarter of 2006 as compared to $6.6 million in the first quarter of 2005. Our effective income tax rate was (3.6)% in the first quarter of 2006, 33.0% in the first quarter of 2005 and 30.0% for the full-year 2005. The decrease in our effective income tax rate in the first quarter of 2006 as compared to the first quarter of 2005 was primarily due to a favorable tax adjustment of $3.1 million related to the settlement of federal and state tax liabilities from prior years. Excluding the impact of this one-time adjustment, our effective income tax rate would have been 33.6% for the first quarter of 2006.

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.

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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:

	March 31,			December 31,
	2006			2005
	(Dollars in millions)
Raw materials and work-in-progress	$	225.0		$	212.2
Finished goods		33.6			29.9
Gross inventories		258.6			242.1
LIFO reserve		(14.6	)		(14.6	)
Other inventory valuation reserves		(21.6	)		(20.3	)
Inventories, net	$	222.4		$	207.2

3.LONG-TERM DEBT

Long-term debt consists of the following:

	March 31,		December 31,
	2006		2005
	(Dollars in millions)
Revolving credit facilities	$	100.0	$	-
5.25% Notes, net of discount		249.7		249.7
2.00% Convertible Notes		150.0		150.0
Uncommitted lines of credit		54.5		71.5
Foreign credit facilities and other		17.9		15.6
Capital lease obligations		2.4		2.4
Long-term debt	$	574.5	$	489.2

The Revolving Credit Facility provides up to $600.0 million 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 March 31, 2006, we had $100.0 million outstanding and $475.0 million available under the Revolving Credit Facility. This availability reflects a reduction of $25.0 million for standby letters of credit issued against the facility.

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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 are senior unsecured obligations of Holdings and are fully and unconditionally guaranteed by AAM, Inc. At the option of the holder, under certain conditions, these notes are convertible through 2024. The conversion rate is subject to adjustment for certain events, including the payment of dividends, change of control and other events specified in the indenture. In 2004, we gave notice of our irrevocable election to pay cash for the accreted principal portion of the securities upon conversion.

In the first quarter of 2006, we had access to $100.0 million of uncommitted bank lines of credit. At March 31, 2006, $54.5 million was outstanding under such uncommitted bank credit lines.

The weighted-average interest rate of our long-term debt outstanding at March 31, 2006 was 5.0% as compared to 4.7% at December 31, 2005.

4.EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost are as follows:

	Pension Benefits						Other Benefits
	Three months ended						Three months ended
	March 31,						March 31,
	2006			2005			2006			2005
	(Dollars in millions)
Service cost	$	8.4		$	8.4		$	10.3		$	9.6
Interest cost		8.4			7.9			8.0			7.2
Expected asset return		(7.9	)		(7.6	)		-			-
Amortized loss		1.3			1.1			1.4			1.0
Amortized prior service cost		0.8			0.8			(0.3	)		(0.2	)
Net periodic benefit cost	$	11.0		$	10.6		$	19.4		$	17.6

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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.COMPREHENSIVE INCOME

Comprehensive income consists of the following:

	Three months ended
	March 31,
	2006			2005
	(Dollars in millions)
Net income	$	8.6		$	13.3
Foreign currency translation adjustments, net of tax		5.1			0.6
Unrecognized loss on derivatives, net of tax		(0.3	)		(0.4	)
Comprehensive income	$	13.4		$	13.5

6.EARNINGS PER SHARE (EPS)

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

	Three months ended
	March 31,
	2006		2005
	(In millions, except per share data)
Numerator
Net Income	$	8.6	$	13.3
Denominators
Basic shares outstanding -
Weighted-average shares outstanding		50.3		49.9
Effect of dilutive securities
Dilutive options and restricted stock		0.8		1.2
Diluted shares outstanding -
Adjusted weighted-average shares after
assumed conversions		51.1		51.1
Basic EPS	$	0.17	$	0.27
Diluted EPS	$	0.17	$	0.26

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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, therefore not restating 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 for the first quarter of 2006 based on its historical experience during the preceding fiscal years.

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, approximately 0.3 million stock options were awarded to our executive officers, which resulted in an immaterial amount of compensation expense recorded in the first quarter 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 quarter of 2006.

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 first quarter of 2005:

	Three months ended
	March 31, 2005
Net income as reported	(In millions, except per share data) $ 13.3
Deduct: Total employee stock-based compensation expense determined under fair value method for all awards, net of related tax effects	(3.2)
Pro forma net income	$ 10.1
Basic — as reported	$ 0.27
Basic — pro forma	$ 0.21
Diluted — as reported	$ 0.26
Diluted — pro forma	$ 0.20

9

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 options	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 is 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. The unearned compensation is expensed over the vesting period.

In the first quarter of 2006, we recognized approximately $2.5 million of expense related to stock-based compensation awards as compared to $0.3 million in the first quarter of 2005. We expect that our stock-based compensation expense will increase by approximately $6.0 million in 2006 as compared to 2005.

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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 quarter 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 14.6% of our total net sales in the first quarter of 2006 as compared to approximately 13% for the full-year 2005.

In addition to GM and DaimlerChrysler, we supply driveline systems and other related components to PACCAR Inc., Volvo Group, Ford 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 20% to $203.6 in the first quarter of 2006 as compared to to $169.2 million for the first quarter of 2005.

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RESULTS OF OPERATIONS -- THREE MONTHS ENDED MARCH 31, 2006 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2005

Net Sales Net sales were $834.8 million in the first quarter of 2006 as compared to $818.9 million in the first quarter of 2005. The increase in 2006 net sales of 1.9% relative to 2005 reflect an estimated 8% increase in production volumes for the major full-size truck and SUV programs we currently support for GM and DaimlerChrysler. This increase was partially offset by an estimated 11% 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 $1,205 in the first quarter of 2006 as compared to $1,183 in the first quarter of 2005. Production mix shifts favoring the 4WD HUMMER H3 and higher production volumes of our largest axles supporting the Dodge Ram program were the primary drivers of content growth for the quarter. Our 4WD/AWD penetration rate was 62.6% in the first quarter of 2006 as compared to 63.4% in the first quarter of 2005.

Gross Profit Gross profit was $63.5 million in the first quarter of 2006 as compared to $72.3 million in the first quarter of 2005. Gross margin was 7.6 % in the first quarter of 2006 as compared to 8.8% in the first quarter of 2005. Our gross profit in the first quarter of 2006 was adversely impacted by increased non-cash expenses related to depreciation and amortization, pension and other postretirement benefit costs and stock-based compensation. Higher fringe benefit costs, including supplemental unemployment benefits to our hourly associates also negatively impacted gross profit for the first quarter of 2006. We also experienced higher energy costs and increased launch costs, which include non-capitalizable project expenses in addition to machine start-up costs.

Selling, General and Administrative Expenses (SG&A) SG&A (including research and development (R&D)) was $48.4 million or 5.8% of net sales in the first quarter of 2006 as compared to $46.6 million or 5.7% of net sales in the first quarter of 2005. R&D increased 9.7% to $19.3 million in the first quarter of 2006 as compared to $17.6 million in the first quarter of 2005. In addition to higher R&D spending, SG&A in the first quarter of 2006 reflects the impact of increased pension and postretirement benefits and stock-based compensation in addition to higher costs incurred to support our strategic growth initiatives in other countries partially offset by lower profit sharing expense as a result of lower earnings.

Operating Income Operating income was $15.1 million in the first quarter of 2006 as compared to $25.7 million in the first quarter of 2005. Operating margin was 1.8% in the first quarter of 2006 as compared to 3.1% in the first quarter of 2005. The decreases in operating income and operating margin were due to the factors discussed in Gross Profit and SG&A.

Net Interest Expense Net interest expense increased 21.3% to $7.4 million in the first quarter of 2006 as compared to $6.1 million in the first quarter of 2005. The increase in interest expense was principally due to higher average outstanding borrowings and higher interest rates.

Income Tax Expense Income tax (benefit) expense was $(0.3) million in the first quarter of 2006 as compared to $6.6 million in the first quarter of 2005. Our effective income tax rate was (3.6)% in the first quarter of 2006, 33.0% in the first quarter of 2005 and 30.0% for the full-year 2005. The decrease in our effective income tax rate in the first quarter of 2006 as compared to the first quarter of 2005 was primarily due to a favorable tax adjustment of $3.1 million related to the settlement of federal and state tax liabilities from prior years. Excluding the impact of this one-time adjustment, our effective income tax rate would have been 33.6% for the first quarter of 2006.

12

Net Income and Earnings Per Share (EPS) Net income was $8.6 million in the first quarter of 2006 as compared to $13.3 million in the first quarter of 2005. Diluted earnings per share were $0.17 in the first quarter of 2006 as compared to $0.26 in the first quarter of 2005. Net income and EPS for the first 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 $65.1 million in the first quarter of 2006 as compared to $69.6 million in the first quarter of 2005. EBITDA for the first 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.”

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 $7.0 million in the first quarter of 2006 as compared to net cash used in operating activities of $34.1 million in the first quarter of 2005. The primary factors impacting cash flow in the first quarter of 2006 as compared to the first quarter of 2005 were:

·   Lower net income;

·   Higher tax payments;

·   Lower contributions to pension and other postretirement benefit plans;

·   Higher collections of metal market pass-throughs;

·   Lower profit sharing payout; and

·   Favorable impact of material cost savings and other productivity improvements

Accounts Receivable Accounts receivable increased $82.1 million at March 31, 2006 as compared to year-end 2005. This increase was primarily due to increased sales activity in February and March of 2006 as compared to November and December of 2005.

Pension and postretirement benefit obligations The net cash impact of our pension and postretirement benefit plans was $24.7 million in the first quarter of 2006 as compared to $17.1 million in the first quarter of 2005. This change primarily reflects a timing difference of the amounts funded in the first quarter of 2006 as compared to the first quarter of 2005.

13

Investing Activities Capital expenditures were $80.8 million in the first quarter of 2006 as compared to $74.8 million in the first quarter of 2005. We expect our capital spending in 2006 to be in the range of $260.0 million to $275.0 million 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.

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

Financing Activities Net cash provided by financing activities was $77.2 million in the first quarter of 2006 as compared to $97.9 million in the first quarter of 2005. The decreased need for financing activities was primarily the result of increased cash provided by operating activities. Total long-term debt outstanding increased $85.3 million in the first quarter of 2006 to $574.5 million as compared to $489.2 million at year-end 2005. Our long-term debt normally increases in the first quarter of any given year to fund increased working capital requirements resulting from our customers’ seasonal production requirements.

At March 31, 2006, we had $100.0 million outstanding and $475.0 million available under the Revolving Credit Facility. This availability reflects a reduction of $25.0 million 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 March 31, 2006, $72.4 million was outstanding and $88.7 million was available under such agreements.

The weighted-average interest rate of our long-term debt outstanding in the first quarter of 2006 was 5.2% as compared to 5.0% for the year ended December 31, 2005.

We lease certain machinery and equipment under operating leases expiring at various dates. Pursuant to these operating leases, we have the opportunity to purchase the underlying machinery and equipment at specified buy-out dates. In April 2006, we exercised our purchase options for $19.5 million of such equipment and renewed equipment leases in the amount of $10.4 million. Remaining lease renewal or repurchase options in 2006 are $76.0 million.

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.

14

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 quarter 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 replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation” and supersedes 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. Effective April 14, 2005, the Securities and Exchange Commission issued a new rule that amends the compliance dates for companies to implement the revised statement to the beginning of their next fiscal year after June 15, 2005, which for AAM is January 1, 2006. We adopted SFAS 123R on January 1, 2006, and the adoption did not have a material impact for the first quarter of 2006. In the first quarter of 2006, we recognized approximately $2.5 million of expense related to stock-based compensation awards as compared to $0.3 million in the first quarter of 2005. We expect that our stock-based compensation expense will increase by approximately $6.0 million in 2006 as compared to 2005.

15

SUPPLEMENTAL FINANCIAL DATA

The following supplemental financial data presented for the three months ended March 31, 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 measure differently.

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

	Three months ended
	March 31,
	2006			2005
	(Dollars in millions)
Net income	$	8.6		$	13.3
Interest expense		7.4			6.3
Income taxes		(0.3	)		6.6
Depreciation and amortization		49.4			43.4
EBITDA	$	65.1		$	69.6

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

	Three months ended
	March 31,
	2006			2005
	(Dollars in millions)
Net cash provided by (used in) operating activities	$	7.0		$	(34.1	)
Less: Purchases of property, plant and equipment		80.8			74.8
Net operating cash flow		(73.8	)		(108.9	)
Less: Dividends paid		7.7			7.4
Free cash flow		(81.5	)	$	(116.3	)

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.

16

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 Euro, Mexican Peso, Pound Sterling, Brazilian Real and Canadian Dollar. At March 31, 2006, we had currency forward contracts with a notional amount of $39.9 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. The pre-tax earnings and cash flow impact of a one-percentage-point increase in interest rates (approximately 20% of our weighted-average interest rate at March 31, 2006) on our long-term debt outstanding at March 31, 2006 would be approximately $1.7 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 were effective as of March 31, 2006, and (2) no change in internal control over financial reporting occurred during the quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

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

Item 6. Exhibits

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

17

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)

May 2, 2006

18

EXHIBIT INDEX

Number	Description of Exhibit
*10.52	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors
*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

19

EX-10.52

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

STOCK INCENTIVE PLAN

FORM OF

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Non-Employee Directors)

THIS AGREEMENT (the "Agreement"), is made effective as of {DATE} (the "Date of Grant"), between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the "Company"), and {NAME} (the "Participant"):

WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the "Plan"), which is incorporated herein by reference. Capitalized terms not defined herein shall have the same meanings as in the Plan; and

WHEREAS, the Board of Directors ("Board") and the Compensation Committee of the Board (“Committee”) have determined that it would be in the best interests of the Company and its stockholders to grant the Award to the Participant under the Plan and the terms set forth herein.

NOW THEREFORE, the parties agree as follows:

1.Grant of the Award. The Company hereby grants to the Participant, on the terms and conditions herein, a restricted stock unit award covering an aggregate of {NO.} Shares, subject to adjustment as set forth in the Plan (the "Award").

2.Vesting of the Award.

(a)Vesting.

(i)Subject to Section 2(a)(ii) and (b), the Award shall vest as follows:

DateVested Shares

Twelve months following the Date of Grant1/3

Twenty-four months following the Date of Grant 2/3

Thirty-six months following the Date of Grant 3/3

(ii)The Award shall become immediately vested upon the following occurrence on or after the Date of Grant.

(A)   A Change in Control;

(B)   The death or Disability of the Participant; or

(C)   The Participant's retirement from the Board after completion of a term of service in good standing.

(b)Termination of Service. Except as set forth in Section 2(a)(ii), if the Participant's service as a member of the Board ceases for any reason, the Award shall, to the extent not then vested, be canceled without consideration.

3.Payment of the Award.

(a)Normal Payment. Subject to Section 3(b), on or as soon as practicable after each date, if any, on which the Award vests in accordance with Section 2 (each, a "Payment Date"), the Participant shall have the right to receive from the Company the number of Shares with respect to which the Award vests on such Payment Date. On or as soon as practicable following each date, if any, on which the Company pays a dividend on the Shares, the Participant will receive payment from the Company an amount equal to the aggregate dividend payable on the number of Shares covered by the Award, to the extent not already vested or forfeited in accordance with Section 2.

(b)Deferred Payment of Shares. If the Participant so elects on the Date of Grant, then the Participant shall have the right to receive from the Company, on or as soon as practicable after the Deferred Payment Date (as defined below), the number of Shares with respect to which the Award is vested on such date. "Deferred Payment Date" means the date that is six months following the Participant's "separation from service" (within the meaning of such term under Section 409A of the Code).

4.No Voting Rights. Prior to payment of the Award in accordance with Section 3, the Participant shall not have the right to vote with respect to the Shares constituting the Award.

5.No Right to Continued Service as a Director. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained as a member of the Board.

6.Transferability. Except as otherwise provided in the Plan, the Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant prior to vesting other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

7.Withholding. A Participant shall be required to pay to the Company or any Affiliate, and the Company shall have the right and authority to withhold all applicable withholding taxes in respect of an Award, its vesting or any payment or transfer under the Plan and to take such other action as necessary in the opinion of the Company to satisfy all obligations for payment of withholding taxes.

8.Securities Laws. In connection with the grant or vesting of the Award, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request to comply with applicable securities laws or this Agreement.

9.Notices. Notice under this Agreement shall be addressed to the Company in care of its Secretary at its principal executive office and to the Participant at the address appearing in the records of the Company or to either party as designated in writing. Notice shall be deemed effective upon receipt by the addressee.

10.Choice of Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of law.

11.Award Subject to Plan. By entering into this Agreement the Participant agrees and acknowledges that the Participant has received a copy of the Plan. The Award is subject to the Plan as may be amended from time to time. In the event of a conflict between any term or provision of this Agreement and the Plan, the applicable terms of the Plan will govern.

12.Section 409A. The Award is intended to satisfy the requirements of Section 409A of the Code and shall be administered and interpreted in a manner consistent with such intent. If any provision of this Agreement or the Plan causes the Award not to satisfy the requirements of Section 409A of the Code, or could otherwise cause the Participant to be subject to the interest and penalties under Section 409A of the Code, then such provision shall have no effect or, to the extent practicable, shall be modified to maintain the original intent of the provision without violating the requirements of Section 409A of the Code.

13.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.

       AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

By:____________________________________&# 160;

Agreed and acknowledged as

of the date first above written:

_________________________

{NAME}(signature)

  ______ (intitials) I, {NAME}, the Participant named above, wish to defer the payment of the Award, in accordance with and subject to the terms of Section 3(b) of this Agreement, until the date that is six months following my separation from service, and do hereby so elect.

EX-31.1

EXHIBIT 31.1 - CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT

I, Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 2, 2006

By: /s/ Richard E. Dauch  

Richard E. Dauch 

Co-Founder, Chairman of the Board &

Chief Executive Officer 

(Principal Executive Officer) 

EX-31.2

EXHIBIT 31.2 - CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT

I, Michael K. Simonte, Vice President - Finance & Chief Financial Officer, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 2, 2006

By: /s/ Michael K. Simonte

Michael K. Simonte

Vice President - Finance &

Chief Financial Officer

(Principal Financial Officer) 

EX-32

EXHIBIT 32 - CERTIFICATIONS PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of American Axle & Manufacturing Holdings, Inc. (Issuer) on Form 10-Q for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (Report), I, Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer of the Issuer, and I, Thomas L. Martin, Vice President - Finance & Chief Financial Officer of the Issuer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

By:  /s/ Richard E. Dauch	By:  /s/ Michael K. Simonte
Richard E. Dauch Co-Founder, Chairman of the Board & Chief Executive Officer May 2, 2006	Michael K. Simonte Vice President - Finance & Chief Financial Officer May 2, 2006