AMERICAN AXLE & MANUFACTURING HOLDINGS INC

Major Shareholding Notification • Feb 14, 2013

SC 13G/A 1 c72610_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 3)*

American Axle & Manufacturing Holdings
(Name of Issuer)
Common Stock
(Title of Class of Securities)
024061103
(CUSIP Number)
December 31, 2012

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 2 of 7

| 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 | 1,308,447 |
| | 6. | SHARED
VOTING POWER | 0 |
| | 7. | SOLE
DISPOSITIVE POWER | 1,308,447 |
| | 8. | SHARED
DISPOSITIVE POWER | 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 1,308,447 | | |
| 10. | CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) | | |
| 11. | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9 | | |
| | 1.75% | | |
| 12. | TYPE OF
REPORTING PERSON | | |
| | IA | | |

CUSIP No. 024061103 13G Page 3 of 7

| 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 | 733,001 |
| | 6. | SHARED
VOTING POWER | 0 |
| | 7. | SOLE
DISPOSITIVE POWER | 733,001 |
| | 8. | SHARED
DISPOSITIVE POWER | 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| | 733,001 | | |
| 10. | CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) | | |
| 11. | PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 9 | | |
| | .98% | | |
| 12. | TYPE OF
REPORTING PERSON | | |
| | IA | | |

CUSIP No. 024061103 13G Page 4 of 7

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 5 of 7

| 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. OWNERSHIP

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: | 2,041,448
(See Exhibit A attached) |
| --- | --- |
| (b) Percent
of class: | 2.728% |
| (c) Number
of shares as to which the person has: | |

| | Investment
Management | Advisors |
| --- | --- | --- |
| Sole Voting
Power: | 1,308,447 | 733,001 |
| Shared
Voting Power: | 0 | 0 |
| Sole
Dispositive Power: | 1,308,447 | 733,001 |
| 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 (x). |

CUSIP No. 024061103 13G Page 6 of 7

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 OR CONTROL PERSON.
	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.	CERTIFICATIONS.
	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, 2013

| 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 1,308,447 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”), and may be deemed to be a beneficial owner of 733,001 shares of Issuer’s common stock owned by the Funds, Life Funds, and VA-1. 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.