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United States securities and exchange commission logo





                              May 23, 2022

       Christopher May
       Chief Financial Officer
       American Axle & Manufacturing Holdings, Inc.
       One Dauch Drive
       Detroit, MI 48211-1198

                                                        Re: American Axle &
Manufacturing Holdings, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Filed February 11,
2022
                                                            File No. 001-14303

       Dear Mr. May:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K filed February 11, 2022

       General

   1.                                                   We note that you
provided more expansive disclosure in your 2021 Sustainability Report
                                                        than you provided in
your SEC filings. Please advise us what consideration you gave to
                                                        providing the same type
of climate-related disclosure in your SEC filings as you provided
                                                        in your 2021
Sustainability Report.
       Risk Factors, page 11

   2.                                                   It appears that you
have identified vehicle electrification as a transition risk related to
                                                        climate change.
Disclose the material effects of this and other transition risks related to
                                                        climate change that may
affect your business, financial condition, and results of
                                                        operations, such as
policy and regulatory changes that could impose operational and
                                                        compliance burdens,
market trends that may alter business opportunities, or technological
                                                        changes.
 Christopher May
FirstName  LastNameChristopher
American Axle  & Manufacturing May
                               Holdings, Inc.
Comapany
May        NameAmerican Axle & Manufacturing Holdings, Inc.
     23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
3.       Disclose any material litigation risks related to climate change and
explain the potential
         impact to the company.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
22

4.       There have been significant developments in federal and state
legislation and regulation
         and international accords regarding climate change that you have not
discussed in your
         filing. Please revise your disclosure to identify material pending or
existing climate
         change-related legislation, regulations, and international accords and
describe any material
         effect on your business, financial condition, and results of
operations.
5.       It appears you have identified climate-related projects in your 2021
Sustainability Report
         such as the continuous improvement process (CIP) projects relating to
energy, water, and
         waste reduction. Tell us how you considered providing disclosure
regarding material past
         and/or future capital expenditures for climate-related projects.
Please include quantitative
         information for the periods covered by your Form 10-K and for future
periods as part of
         your response.
6.       To the extent material, discuss the indirect consequences of
climate-related regulation or
         business trends, such as the following:
             decreased demand for goods or services that produce significant
greenhouse gas
             emissions or are related to carbon-based energy sources;
             increased demand for goods that result in lower emissions than
competing products;
             increased competition to develop innovative new products that
result in lower
             emissions; and
             increased demand for generation and transmission of energy from
alternative energy
             sources.
7.       We note your disclosure regarding natural disasters and extreme
weather conditions that
         occur as a result of climate change. If material, discuss the physical
effects of climate
         change on your operations and results. This disclosure may include the
following:
             quantification of material weather-related damages to your
property or operations;
             potential for extreme weather conditions or indirect
weather-related impacts that have
             affected or may affect your major customers or suppliers; and
             any weather-related impacts on the cost or availability of
insurance.
         Your response should include quantitative information for each of the
periods for which
         financial statements are presented in your most recent Form 10-K and
explain whether
         changes are expected in future periods.
8.       We note the disclosure on page 7 of your Form 10-K regarding
compliance with laws,
         rules, and regulations relating to air emissions, water discharge,
waste management, and
         environmental cleanup. Tell us about and quantify compliance costs
related to climate
         change for each of the periods covered by your most recent Form 10-K
and whether
         increased amounts are expected to be incurred in future periods.
 Christopher May
American Axle & Manufacturing Holdings, Inc.
May 23, 2022
Page 3
9.    We note you plan on meeting emissions targets through a combination of
annual energy
      reductions and purchases of renewable energy or carbon free credits. If
material, provide
      disclosure about your purchase or sale of carbon credits or offsets and
any material effects
      on your business, financial condition, and results of operations. Provide
us with
      quantitative information regarding your purchase or sale of carbon
credits or offsets
      during the last three fiscal years and amounts budgeted for future
periods.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Patrick Fullem at (202) 551-8337 or Sergio Chinos at
(202) 551-7844 with
any questions.



                                                            Sincerely,
FirstName LastNameChristopher May
                                                   Division of Corporation
Finance
Comapany NameAmerican Axle & Manufacturing Holdings, Inc.
                                                   Office of Manufacturing
May 23, 2022 Page 3
cc:       Robert D. Giannattasio
FirstName LastName
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