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 |
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FINANCIAL STATEMENTS: |
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SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2005: |
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EXHIBITS: |
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Exhibit 23
Consent of George Johnson & Company, Independent Registered
Public Accounting Firm |
12 |
2005 | 2004 | |||||||
ASSETS: |
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Participant-directed investments: |
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Investments, at fair value (Notes 2 and 3): |
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Investments in registered investment companies |
$ | 199,142,738 | $ | 182,769,075 | ||||
Common stock American Axle &
Manufacturing Holdings, Inc. |
3,365,009 | 4,640,569 | ||||||
Collective trust fund |
37,762,839 | 37,179,257 | ||||||
Total Investments, at Fair Value |
240,270,586 | 224,588,901 | ||||||
Investments, at cost (Note 2): |
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Participant loans receivable |
20,884,343 | 18,199,714 | ||||||
Total Investments |
261,154,929 | 242,788,615 | ||||||
Receivables: |
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Participant contributions |
248,155 | 236,992 | ||||||
TOTAL ASSETS AVAILABLE FOR BENEFITS |
$ | 261,403,084 | $ | 243,025,607 | ||||
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Participant- | ||||
Directed | ||||
Investments | ||||
ADDITIONS: |
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Participant contributions |
$ | 21,416,696 | ||
Interest income on participant loans |
934,311 | |||
Dividends |
9,712,151 | |||
Net appreciation in fair value of investments (Note 3) |
4,157,451 | |||
Total Additions |
36,220,609 | |||
DEDUCTIONS: |
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Benefits paid to participants |
17,816,814 | |||
Administrative expenses |
26,318 | |||
Total Deductions |
17,843,132 | |||
INCREASE IN ASSETS AVAILABLE FOR BENEFITS |
18,377,477 | |||
ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR |
243,025,607 | |||
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR |
$ | 261,403,084 | ||
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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 employees of the Company and the Companys U.S. subsidiaries who are members of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America (UAW) and the International Association of Machinists and Aerospace Workers (IAM). The collective bargaining agreements which cover the above employees expire in 2008. 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. The employee contributions may be made on a pre-tax or after-tax basis. Employees over age 50 may contribute an additional $4,000 for the 2005 calendar year 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. | ||
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. | ||
Investment Options Participants may direct investments to be split among any of the investment fund options available. |
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1. | DESCRIPTION OF THE PLAN (CONTINUED) | |
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%, whichever is less, of the participants vested account balance. | ||
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). | ||
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. Participant loans are recorded at cost, which approximates fair value. | ||
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits at the date of the financial statements and the reported amounts of increases or decreases in assets available for benefits during the reporting period. Actual results could differ from those estimates. The Plan invests in various securities, including mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of assets available for benefits. |
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3. | INVESTMENTS | |
The fair value of individual investments that exceed five percent of the Plans assets available for benefits is as follows as of December 31, 2005 and 2004: |
2005 | 2004 | |||||||
Fidelity Low-Priced Stock Fund |
$ | 80,166,258 | $ | 76,967,099 | ||||
Spartan U.S. Equity Index Fund |
51,708,034 | 50,311,653 | ||||||
Fidelity Managed Income Portfolio II Fund |
37,762,839 | 37,179,257 | ||||||
Fidelity Diversified International Fund |
23,103,089 | 18,487,862 | ||||||
Participant loans receivable |
20,884,343 | 18,199,714 | ||||||
Fidelity Freedom 2020 Fund |
13,096,738 | 11,806,839 |
Common stock American Axle & Manufacturing Holdings, Inc. |
$ | (1,962,551 | ) | |
Investments in registered investment companies |
6,120,002 | |||
Net Appreciation in Value |
$ | 4,157,451 | ||
2005 | 2004 | |||||||
Registered investment companies managed by
Fidelity Management Trust Company (Fidelity) |
$ | 182,237,833 | $ | 169,117,132 | ||||
Collective trust fund managed by Fidelity |
37,762,839 | 37,179,257 | ||||||
Common stock American Axle & Manufacturing
Holdings, Inc. |
3,365,009 | 4,640,569 | ||||||
Participant loans receivable |
20,884,343 | 18,199,714 | ||||||
$ | 244,250,024 | $ | 229,136,672 | |||||
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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, 2005 and 2004 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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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: |
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Managed by Fidelity Management Trust Company: |
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* | Fidelity Low-Priced Stock Fund |
1,962,934.823 shares | (a) | $80,166,258 | ||||||||
* | Fidelity Diversified International Fund |
709,990.449 shares | (a) | 23,103,089 | ||||||||
* | Fidelity Freedom Income Fund |
167,158.105 shares | (a) | 1,900,588 | ||||||||
* | Fidelity Freedom 2000 Fund |
30,845.706 shares | (a) | 376,626 | ||||||||
* | Fidelity Freedom 2010 Fund |
202,301.374 shares | (a) | 2,842,335 | ||||||||
* | Fidelity Freedom 2020 Fund |
890,328.897 shares | (a) | 13,096,738 | ||||||||
* | Fidelity Freedom 2030 Fund |
476,729.472 shares | (a) | 7,160,477 | ||||||||
* | Fidelity Freedom 2040 Fund |
213,328.151 shares | (a) | 1,883,688 | ||||||||
* | Spartan U.S. Equity Index Fund |
1,170,924.689 shares | (a) | 51,708,034 | ||||||||
182,237,833 | ||||||||||||
Other: |
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PIMCO Total Return Institutional Class Fund |
1,043,787.921 shares | (a) | 10,959,773 | |||||||||
PIMCO High Yield Institutional Class Fund |
284,086.638 shares | (a) | 2,761,322 | |||||||||
Domini Social Equity R Fund |
112,471.761 shares | (a) | 1,273,180 | |||||||||
Munder Small Cap Value Y Class Fund |
38,075.459 shares | (a) | 1,046,694 | |||||||||
American Beacon Small Cap Value
Institutional Class Fund |
42,349.820 shares | (a) | 863,936 | |||||||||
199,142,738 | ||||||||||||
Common Stock: |
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* | American Axle & Manufacturing Holdings, Inc. |
183,579.337 shares | (a) | 3,365,009 | ||||||||
Collective Trust Fund: |
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* | Fidelity Managed Income Portfolio II Fund |
37,762,839.130 units | (a) | 37,762,839 | ||||||||
Participant Loans Receivable: |
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* | Plan participants | Loans receivable; interest rates ranged from 5.15 percent to 6.59 percent during 2005 |
$ -0- | 20,884,343 | ||||||||
$261,154,929 | ||||||||||||
(a) | - These are participant-directed investments; therefore, the cost is not required to be reported. |
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AMERICAN AXLE & MANUFACTURING, INC. | ||||
PERSONAL SAVINGS PLAN FOR | ||||
HOURLY-RATE ASSOCIATES | ||||
June 28, 2006 |
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/s/ Michael K. Simonte
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Vice President Finance & Chief Financial Officer | ||||
American Axle & Manufacturing Holdings, Inc. |
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Page | ||||
EXHIBITS: |
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Exhibit 23
Consent of George Johnson & Company, Independent Registered Public
Accounting Firm |
12 |
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