AMERICAN AXLE & MANUFACTURING HOLDINGS INC

Major Shareholding Notification • Feb 14, 2012

SC 13G/A 1 c68534_13ga.htm

CUSIP No. 024061103 13G Page 2 of 8

| SECURITIES AND EXCHANGE COMMISSION |
| --- |
| Washington,
DC 20549 |
| SCHEDULE 13G |
| (Rule 13d-102) |
| Information
to be Included in Statements Filed Pursuant to §240.13d-1(b), (c) and
(d) |
| and Amendments Thereto Filed Pursuant to §240.13d-2 |
| Under
the Securities Exchange Act of 1934 |
| (Amendment No. 2)* |
| American Axle & Manufacturing Holdings |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 024061103 |
| (CUSIP Number) |
| December 31, 2011 |
| (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
| (x) Rule 13d-1(b) |
| ( ) Rule 13d-1(c) |
| ( ) Rule 13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

CUSIP No. 024061103 13G Page 3 of 8

1.	NAME OF REPORTING PERSONS
	TIAA-CREF Investment
Management, LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP		(a) ( )
			(b) ( )
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
	5.	SOLE VOTING POWER	2,410,020
	6.	SHARED VOTING POWER	0
	7.	SOLE DISPOSITIVE POWER	2,410,020
	8.	SHARED DISPOSITIVE POWER	0
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,410,020
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
		3.20%
12.	TYPE OF REPORTING PERSON
		IA

CUSIP No. 024061103 13G Page 4 of 8

1.	NAME OF REPORTING PERSONS
	Teachers Advisors, Inc.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP		(a) ( )
			(b) ( )
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
	5.	SOLE VOTING POWER	1,436,027
	6.	SHARED VOTING POWER	0
	7.	SOLE DISPOSITIVE POWER	1,436,027
	8.	SHARED DISPOSITIVE POWER	0
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
		1,436,027
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
		1.91%
12.	TYPE OF REPORTING PERSON
		IA

CUSIP No. 024061103 13G Page 5 of 8

Item 1(a).	NAME OF ISSUER:
	American Axle & Manufacturing Holdings
Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES:
	One Dauch Drive
	Detroit, MI 48211
Items 2(a)-2(c).	NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE,
AND CITIZENSHIP OF PERSONS FILING:
	TIAA-CREF
Investment Management, LLC (“Investment Management”)
	730 Third
Avenue
	New York, NY
10017-3206
	Citizenship:
Delaware
	Teachers
Advisors, Inc. (“Advisors”)
	730 Third
Avenue
	New York, NY
10017-3206
	Citizenship:
Delaware
Item 2(d).	TITLE OF CLASS OF SECURITIES:
	Common Stock
Item 2(e).	CUSIP NUMBER:
	024061103
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO §240.13d-1(b), OR
§240.13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

| Investment Management — (a) | ( ) | Broker or dealer
registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | ( ) | Bank as
defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ( ) | Insurance
Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ( ) | Investment
Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | (x) | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ( ) | An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ( ) | A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ( ) | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ( ) | A church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | ( ) | Group, in
accordance with Rule 13d-1(b)(1)(ii)(J). |

CUSIP No. 024061103 13G Page 6 of 8

| Advisors — (a) | ( ) | Broker or
dealer registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | ( ) | Bank as
defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ( ) | Insurance
Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ( ) | Investment
Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | (x) | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ( ) | An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ( ) | A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ( ) | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ( ) | A church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | ( ) | Group, in
accordance with Rule 13d-1(b)(1)(ii)(J). |
| If this
statement is filed pursuant to Rule 13d-1(c), check this box. ( ) | | |

Item 4.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item
1:
(a)
Aggregate amount beneficially owned:	3,846,047
(See Exhibit A attached)
(b) Percent
of class:	5.107%
(c) Number of shares as to which the person has:

| Sole Voting
Power: | 2,410,020 | 1,436,027 |
| --- | --- | --- |
| Shared
Voting Power: | 0 | 0 |
| Sole
Dispositive Power: | 2,410,020 | 1,436,027 |
| Shared
Dispositive Power: | 0 | 0 |

| Item 5. |
| --- |
| If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following ( ). |

CUSIP No. 024061103 13G Page 7 of 8

| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON. |
| --- | --- |
| | See Exhibit
A attached |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
| | Not
Applicable |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP. |
| | Not
Applicable |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| | Not
Applicable |

| Item 10. |
| --- |
| By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with nomination under §240.14a-11 |
| SIGNATURE. |
| After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct. |
| Date: February 14, 2012 |

| TIAA-CREF
INVESTMENT MANAGEMENT, LLC | |
| --- | --- |
| By: | /s/ Richard S.
Biegen |
| Richard
Biegen, Chief Compliance Officer | |

| TEACHERS
ADVISORS, INC. | |
| --- | --- |
| By: | /s/ Richard S.
Biegen |
| Richard
Biegen, Managing Director, | |
| Senior
Compliance Officer | |

EXHIBIT A

ITEM 6. OWNERSHIP.

TIAA-CREF Investment Management, LLC (“Investment Management”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 2,410,020 shares of Issuer’s common stock owned by CREF. Teachers Advisors, Inc. (“Advisors”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as the TIAA-CREF Asset Management Commingled Funds Trust I (“TCAM Funds”), and may be deemed to be a beneficial owner of 1,436,027 shares of Issuer’s common stock owned by the Funds, Life Funds, VA-1 and TCAM Funds. Investment Management and Advisors are reporting their combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors expressly disclaims beneficial ownership of the other’s securities holdings and each disclaims that it is a member of a “group” with the other.