þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Page | ||||||||
1 | ||||||||
FINANCIAL STATEMENTS: |
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2 | ||||||||
3 | ||||||||
4 | ||||||||
15 | ||||||||
EXHIBITS: |
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Exhibit 23
Consent of George Johnson & Company, Independent Registered
Public Accounting Firm |
18 | |||||||
EX-23 |
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2008 | 2007 | |||||||
ASSETS: |
||||||||
Participant-directed investments: |
||||||||
Investments, at fair value (Notes 2 and 3): |
||||||||
Investments in registered investment companies |
$ | 98,428,949 | $ | 214,809,213 | ||||
Common stock American Axle &
Manufacturing Holdings, Inc. |
3,731,094 | 4,125,176 | ||||||
Collective trust fund |
29,680,759 | 36,068,038 | ||||||
Participant loans receivable |
14,820,168 | 19,677,664 | ||||||
Total Investments |
146,660,970 | 274,680,091 | ||||||
Receivables: |
||||||||
Participant contributions |
| 463,334 | ||||||
Employer contributions |
320,850 | | ||||||
Receivable from broker for securities sold |
18,107 | | ||||||
Total Receivables |
338,957 | 463,334 | ||||||
Total Assets |
146,999,927 | 275,143,425 | ||||||
LIABILITIES: |
||||||||
Excess contributions refundable |
265,699 | | ||||||
Net Assets Reflecting All
Investments at Fair Value |
146,734,228 | 275,143,425 | ||||||
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts (Note 3) |
1,204,456 | 273,455 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 147,938,684 | $ | 275,416,880 | ||||
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Participant- | ||||
Directed | ||||
Investments | ||||
ADDITIONS: |
||||
Participant contributions |
$ | 6,527,811 | ||
Employer contributions |
342,703 | |||
Total Contributions |
6,870,514 | |||
Interest income on participant loans |
573,502 | |||
Dividends |
11,402,148 | |||
Total Additions |
18,846,164 | |||
DEDUCTIONS: |
||||
Benefits paid to participants |
69,032,483 | |||
Administrative expenses |
28,387 | |||
Net depreciation in fair value of investments (Note 3) |
77,111,317 | |||
Transfer of assets to American Axle & Manufacturing, Inc.
Salaried Savings Plan |
152,173 | |||
Total Deductions |
146,324,360 | |||
DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS |
(127,478,196 | ) | ||
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR |
275,416,880 | |||
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR |
$ | 147,938,684 | ||
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1. | DESCRIPTION OF THE PLAN | |
General The following description of the American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate Associates (the Plan) provides only general information. Participants should refer to the summary plan description for more complete details of the Plans provisions. Copies of the summary plan description are available from the human resource department of American Axle & Manufacturing, Inc. (the Company). | ||
The Plan, established March 1, 1994, is a defined contribution plan covering substantially all U.S. employees of the Company and employees of the Companys U.S. subsidiaries who are members of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (UAW), the International Association of Machinists and Aerospace Workers (IAM) and other non-union employees. The collective bargaining agreements which cover the above employees expire in various years beginning in 2008 through 2012. The Company may amend, modify, suspend, or terminate the Plan to the extent not precluded by the applicable agreements. No amendment, modification, suspension, or termination of the Plan shall have the effect of providing that any amounts then held under the Plan may be used or diverted to any purpose other than for the exclusive benefit of members or their beneficiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | ||
Contributions The Plan provides for each participant to contribute from 1% to 40% of his or her eligible earnings. Participant contributions may be made on a pre-tax or after-tax basis. In 2007, eligible associates of Colfor Manufacturing, Inc. received a Company match of 25% of associates contributions up to 6% of eligible salary. Participants over age 50 were eligible to contribute an additional $5,000 in each of the 2007 and 2008 calendar years as a catch-up contribution. Certain limitations exist as defined in the Plan agreement as to maximum contribution amounts. Additionally, participants may transfer funds into the Plan from other qualified plans. Employee participation is voluntary. | ||
Effective January 1, 2009, UAW associates with less than 20 years of service, other than associates at the Three Rivers facility, will receive a Company match of 25% of associates contributions up to 6% of eligible salary. These associates will also receive an additional retirement contribution of 5% of eligible salary. Also effective January 1, 2009, associates at the Three Rivers facility will receive a Company contribution of 5% of gross wages paid for all hours an associate works. | ||
Vesting Each participant is fully vested in the assets credited to his or her account, and no portion of such account shall be subject to forfeiture. |
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1. | DESCRIPTION OF THE PLAN (CONTINUED) | |
Investment Options Participants may direct investments to be split among any of the investment fund options available. | ||
Participant Loans The Plan allows participants to borrow against their account balances with repayment through payroll deductions. Loans may range from a minimum of $1,000 to a maximum of $50,000 or 50% of the participants vested account balance, whichever is less. | ||
Hardship Withdrawals The Plan provides for early withdrawal of savings in the event of a participants financial hardship. A financial hardship is considered to be those amounts necessary to prevent an eviction from, or mortgage foreclosure on, the participants principal residence, extraordinary medical expenses for one or more members of the participants immediate family not covered by insurance, post-secondary tuition for one or more members of the participants immediate family, or the purchase or construction of a principal place of residence. A financial hardship exists only when funds are not reasonably available from the participants other sources, and the amount withdrawn must not exceed the amount needed in the situation. | ||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
General The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). | ||
Changes in Accounting Principles In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This statement, which became effective January 1, 2008, defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America, and expands disclosure requirements regarding fair value measurements. The Plan adopted the requirements of SFAS No. 157 as of January 1, 2008 without a material impact on its financial statements. | ||
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. This statement permits measurement of financial instruments and certain other items at fair value. The Plan adopted this statement effective January 1, 2008 and has not elected the permitted fair value measurement provisions of this statement. |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Changes in Accounting Principles (continued) In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. The Plan does not have any nonfinancial assets or nonfinancial liabilities. | ||
Valuation of Investments The Plans investments are stated at fair value. The shares of registered investment companies and common stock, as well as the units of collective trust funds, are valued at quoted market prices that represent the asset value of the shares or units held by the Plan at year-end. The fair value of participant loans receivable approximates their cost. | ||
Under FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment contracts held by a defined contribution plan, including collective trust funds holding investment contracts, are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the FSP, the statements of net assets available for benefits present the fair value of the collective trust fund holding investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis. | ||
Fair Value Measurements The Plan uses fair value measurements in the preparation of its financial statements, which utilize various inputs, including those that can be readily observable, corroborated, or are generally unobservable. The Plan utilizes market-based data and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Plan applies assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. |
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2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |
Fair Value Measurements (continued) SFAS No. 157 establishes a framework for measuring fair value, which includes a hierarchy based on the quality of inputs used to measure fair value, and provides specific disclosure requirements based on the hierarchy. SFAS No. 157 requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. | ||
The various levels of the SFAS No. 157 fair value hierarchy are described as follows: |
| Level 1 Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Plan has the ability to access | ||
| Level 2 Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability | ||
| Level 3 Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement |
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3. | INVESTMENTS | |
The fair value of individual investments that exceed five percent of the Plans net assets available for benefits is as follows as of December 31, 2008 and 2007: |
2008 | 2007 | |||||||||||||||
Number | Number | |||||||||||||||
of Shares | Fair | of Shares | Fair | |||||||||||||
or Units | Value | or Units | Value | |||||||||||||
Fidelity Low-Priced Stock Fund |
1,369,454.053 | $ | 31,661,778 | 1,847,623.359 | $ | 75,992,749 | ||||||||||
Fidelity Managed Income
Portfolio II Fund |
30,885,215.250 | 29,680,759 | 36,341,492.670 | 36,068,038 | ||||||||||||
Spartan U.S. Equity Index Fund |
726,059.073 | 23,161,284 | 987,628.119 | 51,257,899 | ||||||||||||
Participant loans receivable |
n/a | 14,820,168 | n/a | 19,677,664 | ||||||||||||
Fidelity Diversified
International Fund |
494,788.014 | 10,642,890 | 756,828.978 | 30,197,476 | ||||||||||||
PIMCO Total Return
Institutional Class Fund |
1,045,164.525 | 10,597,968 | 1,013,723.223 | 10,836,701 | ||||||||||||
Fidelity Freedom 2020 Fund |
699,483.517 | 7,029,809 | 972,884.712 | 15,381,307 |
Common stock American Axle & Manufacturing Holdings, Inc. |
$ | (5,279,008 | ) | |
Investments in registered investment companies |
(71,832,309 | ) | ||
Net Depreciation in Value |
$ | (77,111,317 | ) | |
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3. | INVESTMENTS (CONTINUED) | |
The Plans fair value hierarchy for those assets that are measured at fair value on a recurring basis as of December 31, 2008, and the Plans investments as of December 31, 2007, are summarized as follows: |
2008 | Totals | |||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
Quoted | ||||||||||||||||||||
Prices in | ||||||||||||||||||||
Active | Significant | |||||||||||||||||||
Markets for | Other | Significant | ||||||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||||||
Assets | Inputs | Inputs | ||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2008 | 2007 | ||||||||||||||||
ASSETS: |
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Investments, at fair value: |
||||||||||||||||||||
Investments in registered
investment companies |
$ | 98,428,949 | $ | | $ | | $ | 98,428,949 | $ | 214,809,213 | ||||||||||
Common stock American
Axle & Manufacturing
Holdings, Inc. |
3,731,094 | 3,731,094 | 4,125,176 | |||||||||||||||||
Collective trust fund |
29,680,759 | 29,680,759 | 36,068,038 | |||||||||||||||||
Participant loans receivable |
14,820,168 | 14,820,168 | 19,677,664 | |||||||||||||||||
Total Investments
at Fair Value |
102,160,043 | 29,680,759 | 14,820,168 | 146,660,970 | 274,680,091 | |||||||||||||||
Adjustment from fair value
to contract value for fully
benefit-responsive investment
contracts |
1,204,456 | 1,204,456 | 273,455 | |||||||||||||||||
$ | 102,160,043 | $ | 30,885,215 | $ | 14,820,168 | $ | 147,865,426 | $ | 274,953,546 | |||||||||||
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3. | INVESTMENTS (CONTINUED) | |
As of December 31, 2008 and 2007, the Plan held the following investments with various parties-in-interest: |
2008 | 2007 | |||||||
Registered investment companies managed by
Fidelity Management Trust Company (Fidelity) |
$ | 82,704,724 | $ | 192,532,853 | ||||
Collective trust fund managed by Fidelity
(at contract value) |
30,885,215 | 36,341,493 | ||||||
Common stock American Axle & Manufacturing
Holdings, Inc. |
3,731,094 | 4,125,176 | ||||||
Participant loans receivable |
14,820,168 | 19,677,664 | ||||||
$ | 132,141,201 | $ | 252,677,186 | |||||
The fair value reconciliation of the Plans Level 3 assets that are measured at fair value on a recurring basis for the year ended December 31, 2008 is as follows: |
Participant | ||||
Loans | ||||
Receivable | ||||
CHANGES IN LEVEL 3 ASSETS: |
||||
Purchases, issuances, and settlements |
$ | (4,857,496 | ) | |
DECREASE IN LEVEL 3 ASSETS |
(4,857,496 | ) | ||
BALANCE, JANUARY 1, 2008 |
19,677,664 | |||
BALANCE, DECEMBER 31, 2008 |
$ | 14,820,168 | ||
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4. | PLAN TERMINATION | |
Although it has not expressed any intent to do so, the Company reserves the right to terminate the Plan, subject to the provisions of ERISA and any applicable agreements. In the event of Plan termination, each participant would have a nonforfeitable right to his or her total account balance as of the date of termination. | ||
5. | TRANSACTIONS WITH PARTIES-IN-INTEREST | |
Fees for accounting, legal, and trustee services were paid by the Company on behalf of the Plan. The fees paid by the Company for services rendered by parties-in-interest were based on customary and reasonable rates for such services. | ||
Certain investments held by the Plan as of December 31, 2008 and 2007 are managed by Fidelity, the trustee and custodian of the Plan. Such investments fall within the investment guidelines of the Plan and are considered parties-in-interest. See Note 3 for investments held by the Plan with various parties-in-interest. | ||
6. | INCOME TAX STATUS | |
The Plan obtained its latest determination letter on July 18, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plans tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. |
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7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
The following is a reconciliation of net assets available for benefits from the financial statements to Form 5500 as of December 31, 2008 and 2007: |
2008 | 2007 | |||||||
Net assets available for benefits,
financial statements |
$ | 147,985,401 | $ | 275,416,880 | ||||
Less: Adjustment to reflect fully benefit-responsive
investment contracts at fair value |
(1,204,456 | ) | (273,455 | ) | ||||
Net Assets Available for Benefits,
Form 5500 |
$ | 146,780,945 | $ | 275,143,425 | ||||
The collective trust fund, which holds fully benefit-responsive investment contracts, is adjusted to contract value in the accompanying financial statements. Such investments are required to be reported at fair value on Form 5500. | ||
The following amounts recorded on the 2008 Form 5500 are not recorded on the 2008 financial statements: |
Net investment loss from common and collective trusts | $ | (931,001 | ) | |
8. | NEW ACCOUNTING PRONOUNCEMENTS | |
The FASB has issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 applies to the Plans financial statements for the year ending December 31, 2009. The Plans management does not anticipate the implementation of this interpretation to have any impact on the Plans financial statements. |
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9. | SUBSEQUENT EVENT | |
Effective May 1, 2009, the American Axle Stock Fund was frozen to new contributions and exchanges into the fund. Following the freeze, on May 22, 2009, participants in the American Axle Stock Fund were provided notice that the stock fund will be discontinued and removed as an investment option under the Plan beginning June 22, 2009. As of June 24, 2009, all interest in the American Axle Stock Fund was liquidated to be transferred to the fund(s) designated by each participant or to the Fidelity Freedom Fund® Lifecycle investment option. |
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Description of Investment | ||||||||||||||
(Including Maturity Date, | ||||||||||||||
Party-in- | Identity of Issue, Borrower, | Rate of Interest, Collateral, | Current | |||||||||||
Interest | Lessor, or Similar Party | and Par or Maturity Value) | Cost | Value | ||||||||||
Registered Investment Companies: |
||||||||||||||
Managed by Fidelity Management
Trust Company: |
||||||||||||||
* | Fidelity Low-Priced Stock Fund |
1,369,454.053 shares |
(a | ) | $ | 31,661,778 | ||||||||
* | Fidelity Diversified International Fund |
494,788.014 shares |
(a | ) | 10,642,890 | |||||||||
* | Fidelity Freedom Income Fund |
160,238.053 shares |
(a | ) | 1,531,876 | |||||||||
* | Fidelity Freedom 2000 Fund |
18,754.537 shares |
(a | ) | 188,483 | |||||||||
* | Fidelity Freedom 2010 Fund |
168,426.993 shares |
(a | ) | 1,744,904 | |||||||||
* | Fidelity Freedom 2020 Fund |
699,483.517 shares |
(a | ) | 7,029,809 | |||||||||
* | Fidelity Freedom 2030 Fund |
407,508.308 shares |
(a | ) | 3,977,281 | |||||||||
* | Fidelity Freedom 2040 Fund |
227,403.767 shares |
(a | ) | 1,271,187 | |||||||||
* | Fidelity Freedom 2005 Fund |
16,038.624 shares |
(a | ) | 134,564 | |||||||||
* | Fidelity Freedom 2015 Fund |
105,846.335 shares |
(a | ) | 906,045 | |||||||||
* | Fidelity Freedom 2025 Fund |
16,681.771 shares |
(a | ) | 137,291 | |||||||||
* | Fidelity Freedom 2035 Fund |
17,330.476 shares |
(a | ) | 139,164 | |||||||||
* | Fidelity Freedom 2045 Fund |
13,859.353 shares |
(a | ) | 91,195 | |||||||||
* | Fidelity Freedom 2050 Fund |
13,463.381 shares |
(a | ) | 86,973 | |||||||||
* | Spartan U.S. Equity Index Fund |
726,059.073 shares |
(a | ) | 23,161,284 | |||||||||
82,704,724 | ||||||||||||||
Other: |
||||||||||||||
PIMCO Total Return Institutional
Class Fund |
1,045,164.525 shares |
(a | ) | 10,597,968 | ||||||||||
PIMCO High Yield Institutional
Class Fund |
323,019.462 shares |
(a | ) | 2,161,000 | ||||||||||
First American Mid Cap Growth
Opportunity Y Fund |
18,155.219 shares |
(a | ) | 426,103 | ||||||||||
American Funds Growth Fund of
America R5 Fund |
35,626.431 shares |
(a | ) | 728,204 | ||||||||||
Fifth Third Disciplined Large Cap
Value Fund I |
32,814.224 shares |
(a | ) | 262,842 | ||||||||||
Domini Social Equity R Fund |
71,843.805 shares |
(a | ) | 450,461 | ||||||||||
Munder Small Cap Value Y Class Fund |
39,684.160 shares |
(a | ) | 485,734 | ||||||||||
American Beacon Small Cap Value
Institutional Class Fund |
51,989.184 shares |
(a | ) | 611,913 | ||||||||||
98,428,949 | ||||||||||||||
Common Stock: |
||||||||||||||
American Axle & Manufacturing |
||||||||||||||
* | Holdings, Inc. |
1,291,035.983 shares |
(a | ) | 3,731,094 | |||||||||
Collective Trust Fund: |
||||||||||||||
* | Fidelity Managed Income Portfolio |
|||||||||||||
II Fund (including wrapper contracts) |
30,885,215.250
units |
(a | ) | 29,680,759 | ||||||||||
Participant Loans Receivable: |
||||||||||||||
* | Plan participants |
Loans receivable; interest
rates ranged from 5.00% to 7.75% during 2008 |
$ | -0- | 14,820,168 | |||||||||
$ | 146,660,970 | |||||||||||||
(a) | These are participant-directed investments; therefore, the cost is not required to be reported. |
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/s/ Michael K. Simonte | ||||
Michael K. Simonte | ||||
Executive Vice President Finance & Chief Financial Officer American Axle & Manufacturing Holdings, Inc. | ||||
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Exhibit No. | Description | Method of Furnishing | Page | |||
23 |
Consent of George Johnson & Company, Independent Registered Public Accounting Firm |
Furnished with this Report | 18 |
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