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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
     
o   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. PERSONAL SAVINGS PLAN
FOR HOURLY-RATE ASSOCIATES
(Full title of the plan)
American Axle & Manufacturing Holdings, Inc.
One Dauch Drive, Detroit, MI 48211-1198
(Name of issuer of the securities held pursuant to the plan and the address of its principal
executive offices)
(313) 758-2000
(Registrant’s telephone number,
including area code)
 
 

 


 

AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
TABLE OF CONTENTS
 
         
    Page  
 
    1  
 
       
FINANCIAL STATEMENTS:
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2005:
       
 
       
    9  
 
       
EXHIBITS:
       
 
       
Exhibit 23 — Consent of George Johnson & Company, Independent Registered Public Accounting Firm
    12  

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 19, 2006
To the Participants and Plan Administrator
American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate Associates
Detroit, Michigan
We have audited the accompanying statements of assets available for benefits of the American Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate Associates (the “Plan”) as of December 31, 2005 and 2004, and the related statement of changes in assets available for benefits for the year ended December 31, 2005. 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, 2005 and 2004, and the changes in assets available for benefits for the year ended December 31, 2005, 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, 2005 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

 


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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 AND 2004
 
                 
    2005     2004  
ASSETS:
               
Participant-directed investments:
               
Investments, at fair value (Notes 2 and 3):
               
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):
               
Participant loans receivable
    20,884,343       18,199,714  
 
           
 
               
Total Investments
    261,154,929       242,788,615  
 
               
Receivables:
               
Participant contributions
    248,155       236,992  
 
           
 
               
TOTAL ASSETS AVAILABLE FOR BENEFITS
  $ 261,403,084     $ 243,025,607  
 
           
See accompanying notes to financial statements.

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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2005
 
         
    Participant-  
    Directed  
    Investments  
ADDITIONS:
       
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:
       
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  
 
     
See accompanying notes to financial statements.

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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004 AND FOR THE YEAR ENDED DECEMBER 31, 2005
 
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 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 employees of the Company and the Company’s 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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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005 AND 2004 AND FOR THE YEAR ENDED DECEMBER 31, 2005
 
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 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 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 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.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005 AND 2004 AND FOR THE YEAR ENDED DECEMBER 31, 2005
 
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, 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  
For the year ended December 31, 2005, 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.
  $ (1,962,551 )
Investments in registered investment companies
    6,120,002  
 
     
 
       
Net Appreciation in Value
  $ 4,157,451  
 
     
As of December 31, 2005 and 2004, the Plan held the following investments with various parties-in-interest:
                 
    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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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2005 AND 2004 AND FOR THE YEAR ENDED DECEMBER 31, 2005
 
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 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

 


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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
(Federal Employer Identification Number: 38-3138388; Plan Number: 004)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Form 5500, Schedule H, Item 4i)
DECEMBER 31, 2005
 
                       
        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
  1,962,934.823 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:
                   
   
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:
                   
*  
American Axle & Manufacturing Holdings, Inc.
  183,579.337 shares     (a)     3,365,009  
   
 
                   
   
Collective Trust Fund:
                   
*  
Fidelity Managed Income Portfolio II Fund
  37,762,839.130 units       (a)     37,762,839  
   
 
                   
   
Participant Loans Receivable:
                   
*        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.
There were no investment assets reportable as acquired and disposed of during the year ended December 31, 2005.

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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.
This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
         
 
  AMERICAN AXLE & MANUFACTURING, INC.    
 
  PERSONAL SAVINGS PLAN FOR    
 
  HOURLY-RATE ASSOCIATES    
 
       
June 28, 2006
       
 
       
 
  /s/ Michael K. Simonte
 
Michael K. Simonte
   
 
  Vice President — Finance & Chief Financial Officer    
 
  American Axle & Manufacturing Holdings, Inc.    

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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
TABLE OF CONTENTS
 
         
    Page
EXHIBITS:
       
 
       
Exhibit 23 — Consent of George Johnson & Company, Independent Registered Public Accounting Firm
    12  

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