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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q/A





Amendment No. 1





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





For the Quarterly Period Ended September 30, 2009





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  þ   No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o    No   o





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





Large accelerated filer   o         Accelerated filer   þ          Non-accelerated filer   o     Smaller reporting company  o


(Do not check if a smaller reporting company)
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   o      No   þ





As of October 28, 2009, the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 55,565,873 shares.











EXPLANATORY NOTE




This Amendment No. 1 to our quarterly report on Form 10-Q (the “Form 10-Q/A”) is solely an exhibit filing amendment and amends our quarterly report on Form 10-Q for the period ended September 30, 2009, originally filed on October 30, 2009.  We are filing this Form 10-Q/A solely to include a revised Exhibit 10.62.  In addition, we are also including Exhibits 31.3 and 31.4, as required by the rules applicable to the filing of this Form 10-Q/A.  No revisions have been made to our financial statements or any other disclosure contained in the quarterly report on Form 10-Q.










SIGNATURES










Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


(Registrant)








/s/ Michael K. Simonte


Michael K. Simonte


Executive Vice President - Finance & Chief Financial Officer


(also in the capacity of Chief Accounting Officer)


October 8, 2010





















EXHIBIT INDEX






Exhibit

Number
Description of Exhibit10.62†
Settlement and Commercial Agreement dated as of September 16, 2009, between American Axle & Manufacturing, Inc. and General Motors Company(1)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(2)31.2
Certification of Michael K. Simonte, Executive Vice President – Finance &Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act(2)31.3
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(1)31.4
Certification of Michael K. Simonte, Executive Vice President – Finance &Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act(1)32.1
Certifications of Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer and Michael K. Simonte, Executive 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(2)





†
Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.





(1)
Filed herewith.





(2)
Previously filed.