UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2004 | ||
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
| Commission File Number: 1-14303 |
AMERICAN AXLE & MANUFACTURING, INC. SALARIED SAVINGS PLAN
American Axle & Manufacturing Holdings, Inc.
(313) 758-2000
(Registrant’s telephone number,
including area code)
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
TABLE OF CONTENTS
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| 1 | ||||||||
FINANCIAL STATEMENTS: |
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| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004: |
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| 9 | ||||||||
EXHIBITS: |
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| Exhibit 23 - Consent of George Johnson & Company, Independent Registered Public Accounting Firm | ||||||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 9, 2005
To the Participants and Plan Administrator
American Axle & Manufacturing, Inc. Salaried Savings Plan
Detroit, Michigan
We have audited the accompanying statements of assets available for benefits of the American Axle & Manufacturing, Inc. Salaried Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statement of changes in assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all material respects, the assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2004 is presented for purposes of complying with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ George Johnson & Company
CERTIFIED PUBLIC ACCOUNTANTS
Detroit, Michigan
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
| 2004 | 2003 | |||||||
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 |
$ | 82,358,017 | $ | 68,170,229 | ||||
Common stock — American Axle &
Manufacturing Holdings, Inc. |
3,429,496 | 3,539,948 | ||||||
Collective trust fund |
11,562,150 | 10,423,476 | ||||||
Total Investments, at Fair Value |
97,349,663 | 82,133,653 | ||||||
Investments, at cost (Note 2): |
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Participant loans receivable |
2,607,132 | 2,445,280 | ||||||
Total Investments |
99,956,795 | 84,578,933 | ||||||
Receivables: |
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Participant contributions |
358,229 | — | ||||||
Employer contributions |
106,033 | — | ||||||
Total Receivables |
464,262 | — | ||||||
TOTAL ASSETS AVAILABLE FOR BENEFITS |
$ | 100,421,057 | $ | 84,578,933 | ||||
See accompanying notes to financial statements.
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
ADDITIONS: |
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Participant contributions |
$ | 10,236,275 | ||
Employer contributions |
2,621,524 | |||
Total Contributions |
12,857,799 | |||
Interest income on participant loans |
115,564 | |||
Dividends |
3,195,217 | |||
Net appreciation in fair value of investments (Note 3) |
7,409,971 | |||
Total Additions |
23,578,551 | |||
DEDUCTIONS: |
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Benefits paid to participants |
7,723,575 | |||
Administrative expenses |
12,852 | |||
Total Deductions |
7,736,427 | |||
INCREASE IN ASSETS AVAILABLE FOR BENEFITS |
15,842,124 | |||
ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR |
84,578,933 | |||
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR |
$ | 100,421,057 | ||
See accompanying notes to financial statements.
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
| 1. | DESCRIPTION OF THE PLAN | |||
| General - The following description of the American Axle & Manufacturing, Inc. Salaried Savings Plan (the “Plan”) provides only general information. Participants should refer to the summary plan description for more complete details of the Plan’s 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 salaried employees of the Company and salaried employees of the Company’s U.S. subsidiaries. The Company may amend, modify, suspend, or terminate the Plan to the extent not prohibited by the Plan. 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 participants 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. Participant contributions up to 6% receive an additional matching amount equal to 50% from the Company. Employees over age 50 may contribute an additional 1% to 40% 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 - Contributions made by participants shall vest immediately upon allocation to the account of the participant. The Company’s contributions and earnings thereon shall vest upon the attainment of three years of credited service. Assets representing Company contributions which are not vested prior to a participant’s withdrawal or termination of employment shall be applied to reduce subsequent Company contributions. If the Plan is terminated, any amount not so applied shall be credited ratably to the accounts of all participants. | ||||
| Investment Options - Participants may direct investments to be split among any of the investment fund options available. | ||||
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004
| 1. | DESCRIPTION OF THE PLAN (CONTINUED) | |||
| Participant Loans - The Plan allows participants to borrow against their account balances with repayment through payroll deductions. Loans can be for a minimum of $1,000 to a maximum of $50,000 or 50%, whichever is less, of the participant’s vested account balance. | ||||
| Hardship Withdrawals - The Plan provides for early withdrawal of savings in the event of a participant’s financial hardship. A financial hardship is considered to be those amounts necessary to prevent an eviction from, or mortgage foreclosure on, the participant’s principal residence, extraordinary medical expenses for one or more members of the participant’s immediate family not covered by insurance, post-secondary tuition for one or more members of the participant’s 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 participant’s 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 presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | ||||
| Valuation of Investments - The Plan’s 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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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004
| 3. | INVESTMENTS | |||
| The fair value of individual investments that exceed five percent of the Plan’s assets available for benefits is as follows as of December 31, 2004 and 2003: | ||||
| 2004 | 2003 | |||||||
PIMCO Total Return Administrative Class Fund |
$ | 4,212,521 | $ | 4,410,603 | ||||
Fidelity Low-Priced Stock Fund |
34,116,550 | 27,883,374 | ||||||
Fidelity Diversified International Fund |
10,237,988 | 7,637,943 | ||||||
Fidelity Freedom 2020 Fund |
5,172,161 | 4,339,816 | ||||||
Spartan U.S. Equity Index Fund |
20,517,081 | 17,951,760 | ||||||
Fidelity Managed Income Portfolio II Fund |
11,562,150 | 10,423,476 | ||||||
For the year ended December 31, 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:
Common stock — American Axle & Manufacturing Holdings, Inc. |
$ | (978,737 | ) | |
Investments in registered investment companies |
8,388,708 | |||
Net Appreciation in Value |
$ | 7,409,971 | ||
As of December 31, 2004 and 2003, the Plan held the following investments with various parties-in-interest:
| 2004 | 2003 | |||||||
Registered investment companies managed
by Fidelity |
$ | 76,236,405 | $ | 62,274,541 | ||||
Collective trust fund managed by Fidelity |
11,562,150 | 10,423,476 | ||||||
Common stock — American Axle & Manufacturing
Holdings, Inc. |
3,429,496 | 3,539,948 | ||||||
Participant loans receivable |
2,607,132 | 2,445,280 | ||||||
| $ | 93,835,183 | $ | 78,683,245 | |||||
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2004 AND 2003 AND FOR THE YEAR ENDED DECEMBER 31, 2004
| 4. | PLAN TERMINATION | |||
| Although it has not expressed any intent to do so, the Company reserves the right to discontinue its contributions at any time and 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. Company contributions and earnings thereon which are not vested at the time of termination would be credited ratably to the accounts of all participants. | ||||
| 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, 2004 and 2003 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 August 31, 2004, 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 Plan’s 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 Plan’s financial statements. | ||||
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SUPPLEMENTAL SCHEDULE
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
(Federal Employer Identification Number: 38-3138388; Plan Number: 005)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Form 5500, Schedule H, Item 4i)
| 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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PIMCO Total Return Administrative Class Fund |
394,800.424 shares | (a) | $ | 4,212,521 | ||||||||
PIMCO High Yield Administrative Class Fund |
144,634.001 shares | (a) | 1,442,001 | |||||||||
Domini Social Equity Fund |
15,812.126 shares | (a) | 467,090 | |||||||||
| * | Fidelity Low-Priced Stock Fund |
847,616.145 shares | (a) | 34,116,550 | ||||||||
| * | Fidelity Diversified International Fund |
357,471.655 shares | (a) | 10,237,988 | ||||||||
| * | Fidelity Freedom Income Fund |
74,862.429 shares | (a) | 843,700 | ||||||||
| * | Fidelity Freedom 2000 Fund |
25,164.494 shares | (a) | 303,987 | ||||||||
| * | Fidelity Freedom 2010 Fund |
88,419.326 shares | (a) | 1,204,271 | ||||||||
| * | Fidelity Freedom 2020 Fund |
370,498.666 shares | (a) | 5,172,161 | ||||||||
| * | Fidelity Freedom 2030 Fund |
220,426.756 shares | (a) | 3,103,609 | ||||||||
| * | Fidelity Freedom 2040 Fund |
89,124.317 shares | (a) | 737,058 | ||||||||
| * | Spartan U.S. Equity Index Fund |
478,699.979 shares | (a) | 20,517,081 | ||||||||
| 82,358,017 | ||||||||||||
Common Stock: |
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| * | American Axle & Manufacturing Holdings, Inc. |
111,855.697 shares | (a) | 3,429,496 | ||||||||
Collective Trust Fund: |
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| * | Fidelity Managed Income Portfolio II Fund |
11,562,150.220 units | (a) | 11,562,150 | ||||||||
Participant Loans Receivable: |
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| * | Plan participants |
Loans
receivable; interest rates ranged from 4.0 percent to 10.5 percent
during 2004 |
$-0- | 2,607,132 | ||||||||
| $ | 99,956,795 | |||||||||||
| (a) | - These are participant-directed investments; therefore, the cost is not required to be reported. |
There were no investment assets reportable as acquired and disposed of during the year ended December 31, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
(Name of Plan)
June 29, 2005
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