DELAWARE
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38-3161171
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|
(State
or other jurisdiction of
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Identification
No.)
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ONE DAUCH DRIVE, DETROIT,
MICHIGAN
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48211-1198
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(Address
of principal executive offices)
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(Zip
Code)
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Title
of Each Class
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Name
of Each Exchange on Which Registered
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COMMON STOCK, PAR VALUE $0.01
PER SHARE
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NEW YORK STOCK
EXCHANGE
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PREFERRED SHARE PURCHASE
RIGHTS, PAR VALUE $0.01 PER SHARE
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NEW YORK STOCK
EXCHANGE
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Page
Number
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1
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||||
Business
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2
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|||
Item 1A |
Risk
Factors
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5
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Item 1B |
Unresolved
Staff Comments
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9
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||
Properties
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10
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|||
Legal
Proceedings
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11
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|||
Submission
of Matters to a Vote of Security Holders and Executive Officers of the
Registrant
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11
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|||
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||||
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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15
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Selected
Financial Data
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16
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|||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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16
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|||
Quantitative
and Qualitative Disclosures About Market Risk
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16
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|||
Financial
Statements and Supplementary Data
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16
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|||
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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16
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|||
Controls
and Procedures
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16
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|||
Other
Information
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16
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|||
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||||
Directors
and Executive Officers and Corporate Governance
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17
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|||
Executive
Compensation
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17
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|||
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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17
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|||
Certain
Relationships and Related Transactions, and Director
Independence
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17
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|||
Principal
Accounting Fees and Services
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17
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|||
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||||
Exhibits
and Financial Statement Schedules
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18
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24
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||||
Valuation
and Qualifying Accounts
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25
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26
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||||
Exhibit 4.04 |
7.875%
Senior Notes due 2017 Indenture, dated as of February 27, 2007, between
AAM, Inc., as issuer, the Company, as guarantor, and the Bank of New York
Trust Company, N.A., as trustee.
|
|||
Exhibit 10.50 |
Amended
and Restated Continuity Agreement dated as of September 29, 2003, between
American Axle & Manufacturing Holdings, Inc. and Richard E.
Dauch
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|||
Exhibit 10.51 |
Form
of Amended and Restated Non-CEO Continuity Agreement between American Axle
& Manufacturing Holdings, Inc. and executive officers
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|||
Exhibit 10.52 |
Form
of 2008 Stock Option Award Agreement for executive officers of American
Axle & Manufacturing Holdings, Inc.
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|||
Exhibit 10.53 |
Form
of 2008 Restricted Stock Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings, Inc. (Ratable
Vesting)
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|||
Exhibit 10.54 |
Form
of Restricted Stock Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings, Inc. (Cliff
Vesting)
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|||
Exhibit 10.55 |
Form
of 2008 Performance Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings, Inc.
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|||
Computation
of Ratio of Earnings to Fixed Charges
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||||
Annual
Report to Stockholders
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||||
Subsidiaries
of the Registrant
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||||
Consent
of Independent Registered Public Accounting Firm
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|||
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
Securities Exchange Act
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||||
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities
Exchange Act
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||||
Certifications
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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·
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reduced
purchases of our products by General Motors Corporation, Chrysler LLC or
other customers;
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·
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reduced
demand for our customers’ products (particularly light trucks and sport
utility vehicles produced by General Motors Corporation and Chrysler
LLC);
|
·
|
our
ability and our suppliers’ ability to maintain satisfactory labor
relations and avoid work stoppages;
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·
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our
ability to achieve cost reductions through ongoing restructuring
actions;
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·
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our
ability to improve our U.S. labor cost
structure;
|
·
|
additional
restructuring actions that may
occur;
|
·
|
our
ability to achieve the level of cost reductions required to sustain global
cost competitiveness;
|
·
|
our
ability to consummate and integrate
acquisitions;
|
·
|
supply
shortages or price increases in raw materials, utilities or other
operating supplies;
|
·
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our
ability or our customers’ and suppliers’ ability to successfully
launch new product programs on a timely
basis;
|
·
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our
ability to realize the expected revenues from our new and incremental
business backlog;
|
·
|
our
customers’ and their suppliers’ ability to maintain satisfactory labor
relations and avoid work stoppages;
|
·
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our
ability to attract new customers and programs for new
products;
|
·
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our
ability to develop and produce new products that reflect the market
demand;
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·
|
our
ability to respond to changes in technology, increased competition or
pricing pressures;
|
·
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adverse
changes in laws, government regulations or market conditions including
increases in fuel prices affecting our products or our
customers’ products (such as the Corporate Average Fuel Economy
regulations);
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·
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adverse
changes in the economic conditions or political stability of our principal
markets (particularly North America, Europe, South America and
Asia);
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·
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liabilities
arising from warranty claims, product liability and legal proceedings to
which we are or may become a party or claims against us or our
products;
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·
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changes
in liabilities arising from pension and other postretirement benefit
obligations;
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·
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risks
of noncompliance with environmental regulations or risks of environmental
issues that could result in unforeseen costs at our
facilities;
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·
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availability
of financing for working capital, capital expenditures, research and
development or other general corporate purposes, including our ability to
comply with financial covenants;
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·
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our
ability to attract and retain key
associates;
|
·
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other
unanticipated events and conditions that may hinder our ability to
compete.
|
Year
ended December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Axles
and driveshafts
|
84.4 | % | 85.0 | % | 83.9 | % | ||||||
Chassis
components, forged products and other
|
15.6 | % | 15.0 | % | 16.1 | % | ||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % |
Name
|
Sq. Feet
|
Type
of
Interest
|
Function
|
|||
Detroit
Manufacturing Complex
Detroit,
MI
|
2,455,000
|
Owned
|
Rear
and front axles, forged products and steering linkages
|
|||
Guanajuato
Gear & Axle,
Guanajuato,
Mexico
|
1,532,000
|
Owned
|
Rear
axles and driveshafts, front axles and front auxiliary
driveshafts
|
|||
Guanajuato
Forge
Guanajuato,
Mexico
|
111,000
|
Owned
|
Forged
products
|
|||
Buffalo
Gear, Axle & Linkage
Buffalo,
NY
|
1,199,000
|
Owned
|
Production
idled
|
|||
Three
Rivers Driveline
Three
Rivers, MI
|
806,000
|
Owned
|
Rear
axles and driveshafts, front auxiliary driveshafts and universal
joints
|
|||
Albion
Automotive
Glasgow,
Scotland
Lancashire,
England
|
464,000
135,000
|
Leased
Leased
|
Front
and rear axles for medium and heavy-duty trucks and buses
Crankshafts
and fabricated parts
|
|||
Colfor
Manufacturing, Inc.
Malvern,
OH
Minerva,
OH
Salem,
OH
|
235,000
190,000
175,000
|
Owned
Owned
Owned
|
Forged
products
Forged
products
Forged
products
|
|||
Tonawanda
Forge
Tonawanda,
NY
|
400,000
|
Owned
|
Forged
products
|
|||
Cheektowaga
Plant
Cheektowaga,
NY
|
116,000
|
Owned
|
Machining
of forged products
|
|||
AAM
do Brasil
Araucária,
Brazil
|
264,000
|
Owned
|
Machining
of forged and cast products
|
|||
Corporate
Headquarters
Detroit,
MI
|
252,000
|
Owned
|
Executive
and administrative offices
|
|||
Changshu
Gear & Axle
Changshu,
China
|
191,000
|
Owned
|
Rear
axles
|
|||
MSP
Industries
Oxford,
MI
|
125,000
|
Leased
|
Forged
products
|
|||
Oxford
Forge
Oxford,
MI
|
60,000
|
Owned
|
Forged
products
|
|||
Detroit
South Campus
Detroit,
MI
|
75,000
|
Owned
|
Quality
engineering technical, process development and safety training
centers
|
|||
Technical
Center
Rochester
Hills, MI
|
109,000
|
Owned
|
R&D,
design engineering, metallurgy, testing and validation
|
|||
European
Business Office
Bad
Homburg, Germany
|
24,000
|
Leased
|
European
headquarters and technical center
|
|||
Poland
Olawa,
Poland
|
15,000
|
Owned
|
Transmission
differentials
|
|||
India
Pune,
India
|
18,000
|
Leased
|
Engineering,
information technologies and support
services
|
Name
__________
|
Age
|
Position
|
Richard
E. Dauch .………………….….
|
65
|
Co-Founder,
Chairman of the Board & Chief Executive Officer
|
Yogendra
N. Rahangdale………….……
|
60
|
Vice
Chairman
|
David
C. Dauch ………………………..
|
43
|
Executive
Vice President & Chief Operating Officer
|
John
J. Bellanti…………………….……
|
53
|
Group
Vice President - Manufacturing Services, Capital Planning &
Cost Estimating
|
Michael
K. Simonte………………..…...
|
44
|
Group
Vice President - Finance & Chief Financial Officer
|
Michael
C. Flynn…………………..……
|
50
|
Vice
President - Global Procurement & Supply Chain
Management
|
Curt
S. Howell……………………..……
|
45
|
Vice
President - Global Driveline Operations
|
John
E. Jerge………………...…………
|
46
|
Vice
President - Human Resources
|
Patrick
S. Lancaster……………….……
|
60
|
Vice
President, Chief Administrative Officer &
Secretary
|
Allan
R. Monich ………………….……
|
54
|
Vice
President - Quality Assurance & Customer
Satisfaction
|
Steven
J. Proctor…………………….…
|
51
|
Vice
President - Sales & Marketing
|
Alberto
L. Satine…………………..……
|
51
|
Vice
President - Strategic & Business Development
|
Abdallah
F. Shanti...…………………....
|
47
|
Vice
President - Information Technology, Electronic Product Integration &
Chief Information Officer
|
Kevin
M. Smith………………………...
|
46
|
Vice
President - Mexico
|
John
S. Sofia………………………..…..
|
48
|
Vice
President - Product Engineering, Commercial Vehicle Operations & Chief
Technology Officer
|
Norman
Willemse………………….…..
|
51
|
Vice
President - Global Metal Formed Product
Operations
|
2007
|
March
31
|
June
30
|
September
30
|
December
31
|
Full
Year
|
|||||||||||||||
High
|
$ | 28.16 | $ | 30.01 | $ | 30.59 | $ | 27.91 | $ | 30.59 | ||||||||||
Low
|
$ | 17.38 | $ | 26.76 | $ | 21.55 | $ | 18.62 | $ | 17.38 | ||||||||||
2006
|
||||||||||||||||||||
High
|
$ | 21.01 | $ | 20.04 | $ | 17.67 | $ | 20.07 | $ | 21.01 | ||||||||||
Low
|
$ | 15.33 | $ | 15.80 | $ | 14.77 | $ | 16.94 | $ | 14.77 |
Period
|
Total
Number of Shares (Or Units) Purchased
|
Average
Price Paid per Share (or Unit)
|
Total
Number of Shares (or Units) Purchased as Part of Publicly Announced Plans
or Programs
|
Maximum
Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be
Purchased Under the Plans or Programs
|
||||||||||||
October
2007
|
- | - | - | - | ||||||||||||
November
2007
|
- | - | - | - | ||||||||||||
December
2007
|
2,326 | $ | 23.12 | - | - |
1.
|
All
Financial Statements
|
2.
|
Financial
Statement Schedules
|
3.
|
Exhibits
|
3.01
|
Amended
and Restated Certificate of
Incorporation
|
3.02
|
Bylaws
|
4.01
|
Specimen
Certificate for shares of the Company’s Common
Stock
|
|
(Incorporated
by reference to Exhibit 4.01 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
4.02
|
5.25%
Senior Notes due 2014, Indenture, dated as of February 11, 2004, among
AAM, Inc., as issuer, the Company, as guarantor, and BNY Midwest Trust
Company, as trustee
|
|
(Incorporated
by reference to Exhibit 4.02 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-K for the year ended December 31,
2003)
|
4.03
|
Senior
Convertible Notes due 2024, Indenture, dated as of February 11, 2004,
among the Company, as issuer, AAM, Inc., as guarantor, and BNY Midwest
Trust Company, as trustee
|
|
(Incorporated
by reference to Exhibit 4.03 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-K for the year ended December 31,
2003)
|
*4.04
|
7.875%
Senior Notes due 2017, Indenture, dated as of February 27, 2007, between
AAM, Inc., as issuer, the Company, as guarantor, and Bank of New York
Trust Company, N.A., as trustee.
|
|
|
Number
|
Description
of Exhibit
|
10.01
|
Asset
Purchase Agreement, dated February 18, 1994, between AAM, Inc. and GM, and
all amendments thereto
|
|
(Incorporated
by reference to Exhibit 10.01 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
++10.02
|
Component
Supply Agreement, dated February 28, 1994, between AAM, Inc. and
GM
|
|
(Incorporated
by reference to Exhibit 10.02 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
10.03
|
Amendment
No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM,
Inc. and GM
|
|
(Incorporated
by reference to Exhibit 10.02(a) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
++10.04
|
Amendment
No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM,
Inc. and GM
|
|
(Incorporated
by reference to Exhibit 10.02(b) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
++10.05
|
Amended
and Restated Memorandum of Understanding (MOU), dated September 2, 1997,
between AAM, Inc. and GM
|
|
(Incorporated
by reference to Exhibit 10.02(f) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
10.06
|
MOU
Extension Agreement, dated September 22, 1997, between AAM, Inc. and
GM
|
|
(Incorporated
by reference to Exhibit 10.02(g) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
++10.07
|
Agreement
dated February 17, 1997, between AAM, Inc. and
GM
|
|
(Incorporated
by reference to Exhibit 10.05 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
++10.08
|
Letter
dated December 13, 1996, by AAM,
Inc.
|
|
(Incorporated
by reference to Exhibit 10.05(a) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
10.09
|
The
Amended and Restated American Axle & Manufacturing of Michigan, Inc.
Management Stock Option Plan
|
|
(Incorporated
by reference to Exhibit 10.08 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
10.10
|
Nonqualified
Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and
Richard E. Dauch
|
10.11
|
Indemnification
Agreement, dated February 28, 1994, between AAM, Inc. and
GM
|
|
(Incorporated
by reference to Exhibit 10.10 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
‡10.12
|
Employment
Agreement, dated November 6, 1997, by and between the Company and Richard
E. Dauch
|
|
(Incorporated
by reference to Exhibit 10.11 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
Number
|
Description
of Exhibit
|
10.13
|
Letter
Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and
Richard E. Dauch
|
|
(Incorporated
by reference to Exhibit 10.11(a) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
10.14
|
Recapitalization
Agreement, dated as of September 19, 1997, among AAM, Inc., the Company,
Jupiter Capital Corporation, Richard E. Dauch, Morton E. Harris and AAM
Acquisition, Inc.
|
|
(Incorporated
by reference to Exhibit 10.12 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
|
10.15
|
Disposition
Agreement, dated as of December 10, 1998, between American Axle &
Manufacturing of Michigan, Inc. and Richard E.
Dauch
|
|
(Incorporated
by reference to Exhibit 10.13(a) filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
|
++10.16
|
Lifetime
Program Contract for New M-SUV Products, between GM and AAM,
Inc.
|
++10.17
|
Settlement
Agreement dated as of July 28, 2000 by and between AAM, Inc. and
GM
|
|
(Incorporated
by reference to Exhibit 10.01 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-Q for the quarterly period ended September 30,
2000)
|
‡10.18
|
Amendment
dated December 20, 2000 to Employment Agreement dated as of November 6,
1997 by and between the Company and Richard E.
Dauch
|
|
(Incorporated
by reference to Exhibit 10.07 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-K for the year ended December 31,
2000)
|
10.19
|
Lifetime
Program Contract between General Motors Corporation North American
Operations (Buyer) and AAM, Inc.
(Seller)
|
|
(Incorporated
by reference to Exhibit 10.01 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-Q for the quarterly period ended June 30,
2001)
|
10.20
|
Agreement
dated as of June 14, 2001 by and between GM and AAM,
Inc.
|
|
(Incorporated
by reference to Exhibit 10.02 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-Q for the quarterly period ended June 30,
2001)
|
++10.21
|
Agreement
dated as December 21, 2001 by and between GM and AAM,
Inc.
|
‡10.22
|
Second
Amendment, dated as of December 10, 2001, to the Employment Agreement,
dated as of November 6, 1997, by and between the Company and Richard E.
Dauch
|
|
(Incorporated
by reference to Exhibit 10.49 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-K for the year ended December 30,
2001)
|
10.23
|
Lifetime
Program Contract for GMT-900 Products, between GM and AAM,
Inc.
|
|
(Incorporated
by reference to Exhibit 10.51 filed with American Axle & Manufacturing
Holdings, Inc. Form 10-Q for the quarterly period ended June 30,
2003)
|
Number
|
Description
of Exhibit
|
10.24
|
Senior
Unsecured Revolving Credit Facility, dated as of January 9, 2004, among
the Company, AAM, Inc., the lenders named therein and JPMorgan Chase Bank,
as Administrative Agent
|
10.25
|
Guarantee
Agreement, dated as of January 9, 2004, among the Company, AAM, Inc., the
Subsidiary Guarantors and JPMorgan Chase Bank, as Administrative
Agent
|
++10.26
|
Sourcing
Letter Agreement dated as of February 26, 2004 by and between GM and AAM,
Inc.
|
++10.27
|
Letter
Agreement dated April 22, 2004 by and between DaimlerChrysler Corporation
and AAM, Inc.
|
10.28
|
Forms
of Restricted Stock and Restricted Stock Unit Agreements under 1999 Stock
Incentive Plan
|
10.29
|
Form
of 2002 Stock Option Agreement
|
10.30
|
Form
of 2003 Stock Option Agreement
|
10.31
|
Form
of 2004 Stock Option Agreement
|
10.32
|
Form
of 2005 Stock Option Agreement
|
10.33
|
Form
of Nonqualified Stock Option
Agreement
|
Number
|
Description
of Exhibit
|
10.34
|
Employment
Agreement Extension between American Axle & Manufacturing Holdings,
Inc. and Richard E. Dauch dated November 3,
2005
|
10.35
|
Restricted
Stock Award Agreement between American Axle & Manufacturing Holdings,
Inc. and Richard E. Dauch dated November 3,
2005
|
10.36
|
Restricted
Stock Unit Award Agreement between American Axle & Manufacturing
Holdings, Inc. and Richard E. Dauch dated November 3,
2005
|
10.37
|
Restated
1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive
Compensation Plan
|
10.38
|
Form
of Restricted Stock Unit Award Agreement for Non-Employee
Directors
|
10.39
|
Credit
Agreement dated as of June 28, 2006, amended as of August 9, 2006, among
American Axle & Manufacturing, Inc., American Axle & Manufacturing
Holdings, Inc., and JP Morgan Chase Bank, N.A., and Bank of America,
N.A.
|
10.40
|
Amendment
to Senior Unsecured Revolving Credit Facility, dated as of January 9,
2004, amended as of December 11, 2006, among the Company, AAM, Inc., the
lenders named therein and JPMorgan Chase Bank, as Administrative
Agent
|
|
(Incorporated
by reference to Exhibit 99.1 of Current Report on Form 8-K dated December
11, 2006.)
|
10.41
|
Amended
and Restated American Axle & Manufacturing Holdings, Inc. Incentive
Compensation Plan for Executive
Officers
|
10.42
|
Employment
Agreement Amendment between American Axle & Manufacturing Holdings,
Inc. and Richard E. Dauch dated November 15,
2006
|
10.43
|
Amended
and Restated American Axle & Manufacturing, Inc. Supplemental
Executive Retirement Program dated as December 22,
2006
|
10.44
|
Agreement
between American Axle & Manufacturing, Inc. and Richard F. Dauch dated
May 14, 2007
|
Number
|
Description
of Exhibit
|
10.45
|
$250,000,000
Credit Agreement, dated as of June 14, 2007, by and among American Axle
& Manufacturing Holdings, Inc., American Axle & Manufacturing
Inc., the several Lenders parties thereto, Bank of America, N.A., as
Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent,
J.P. Morgan Securities Inc., and Banc of America Securities LLC, as Joint
Lead Arrangers and Joint
Bookrunners.
|
|
(Incorporated by
reference to Exhibit 99.1 of Current Report on Form 8-K dated June 14,
2007)
|
++10.46
|
Letter
Agreement, dated June 29, 2007, between AAM and
GM
|
|
(Incorporated by
reference to Exhibit 99.1 of Current Report on Form 8-K dated June 29,
2007)
|
10.47
|
Amendment
No. 1 dated as of July 25, 2007 to the Restricted Stock Unit Award
Agreements dated as of March 15, 2005, March 15, 2006 and March 14, 2007
between Richard E. Dauch and American Axle & Manufacturing Holdings,
Inc.
|
|
(Incorporated by
reference to Exhibit 99.1 of Current Report on Form 8-K dated July 25,
2007)
|
10.48
|
Form
of Restricted Stock Unit Award Agreement for Non-Employee Directors of
American Axle & Manufacturing Holdings,
Inc.
|
|
(Incorporated by
reference to Exhibit 10.1 of Current Report on Form 8-K dated February 1,
2008)
|
10.49
|
Amendment,
dated January 31, 2008, to Employment Agreement, dated November 6, 1997,
between American Axle & Manufacturing Holdings, Inc. and Richard E.
Dauch.
|
|
(Incorporated by
reference to Exhibit 10.2 of Current Report on Form 8-K dated February 1,
2008)
|
*10.50
|
Amended
and Restated Continuity Agreement dated as of September 29, 2003, between
American Axle & Manufacturing Holdings, Inc. and Richard E.
Dauch
|
*10.51
|
Form
of Amended and Restated Non-CEO Continuity Agreement between American Axle
& Manufacturing Holdings, Inc. and executive
officers
|
*10.52
|
Form
of 2008 Stock Option Award Agreement for executive officers of American
Axle & Manufacturing Holdings,
Inc.
|
*10.53
|
Form
of 2008 Restricted Stock Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings, Inc. (Ratable
Vesting)
|
*10.54
|
Form
of 2008 Restricted Stock Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings, Inc. (Cliff
Vesting)
|
*10.55
|
Form
of 2008 Performance Award Agreement for certain executive officers of
American Axle & Manufacturing Holdings,
Inc.
|
*12
|
Computation
of Ratio of Earnings to Fixed
Charges
|
*13
|
Annual
Report to Stockholders for the year ended December 31, 2007, sections
entitled “Financials – Management’s Discussion and Analysis,” “Financials
– Consolidated Financial Statements,” “Financials – Notes to Consolidated
Financial Statements” and “Five Year Financial Summary”
**
|
*21
|
Subsidiaries
of the Company
|
*23
|
Consent
of Independent Registered Public Accounting
Firm
|
*31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities
Exchange Act
|
*31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities
Exchange Act
|
*32
|
Certifications
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
/s/ Michael K. Simonte | |
Michael K. Simonte | |
Group Vice President - Finance | |
& Chief Financial Officer | |
(Chief Accounting Officer) |
Signature
|
Title
|
Date
|
||
/s/
Richard E. Dauch
|
Co-Founder,
Chairman of the Board
|
February
20, 2008
|
||
Richard
E. Dauch
|
& Chief Executive Officer | |||
/s/
Michael K. Simonte
|
Group
Vice President - Finance &
|
February
20, 2008
|
||
Michael
K. Simonte
|
Chief Financial Officer | |||
/s/
John A. Casesa
|
Director
|
February
20, 2008
|
||
John
A. Casesa
|
/s/
Elizabeth A. Chappell
|
Director
|
February
20, 2008
|
||
Elizabeth
A. Chappell
|
||||
/s/
Forest J. Farmer
|
Director
|
February
20, 2008
|
||
Forest
J. Farmer
|
||||
/s/
Richard C. Lappin
|
Director
|
February
20, 2008
|
||
Richard
C. Lappin
|
/s/
William P. Miller II
|
Director
|
February
20, 2008
|
||
William
P. Miller II
|
||||
/s/
Larry K. Switzer
|
Director
|
February
20, 2008
|
||
Larry
K. Switzer
|
||||
/s/
Thomas K. Walker
|
Director
|
February
20, 2008
|
||
Thomas
K. Walker
|
/s/
Dr. Henry T. Yang
|
Director
|
February
20, 2008
|
||
Dr.
Henry T. Yang
|
Additions
-
|
|||||||||||||
Balance
at
|
Charged
to
|
Deductions
-
|
Balance
|
||||||||||
Beginning
of
|
Costs
and
|
See
Notes
|
At End
of
|
||||||||||
Period
|
Expenses
|
Below
|
Period
|
||||||||||
(in
millions)
|
|||||||||||||
Year Ended December 31,
2005:
|
|||||||||||||
Allowance
for doubtful accounts
|
$ |
2.5
|
$ |
1.0
|
$ |
0.4
|
(1) | $ |
3.1
|
||||
Allowance
for deferred taxes
|
32.5
|
-
|
1.3
|
(2) |
31.2
|
||||||||
Inventory
valuation allowance
|
12.6
|
11.9
|
4.2
|
(3) |
20.3
|
||||||||
LIFO
reserve
|
14.3
|
0.3
|
-
|
14.6
|
|||||||||
Year Ended December 31,
2006:
|
|||||||||||||
Allowance
for doubtful accounts
|
3.1
|
0.7
|
2.6
|
(1) |
1.2
|
||||||||
Allowance
for deferred taxes
|
31.2
|
13.4
|
5.6
|
(2) |
39.0
|
||||||||
Inventory
valuation allowance
|
20.3
|
20.0
|
5.6
|
(3) |
34.7
|
||||||||
LIFO
reserve
|
14.6
|
-
|
0.8
|
13.8
|
|||||||||
Year Ended December 31,
2007:
|
|||||||||||||
Allowance for doubtful accounts | 1.2 | 1.4 | 0.4 | (1) | 2.2 | ||||||||
Allowance for deferred taxes | 39.0 | 12.7 | 9.4 | (2) | 42.3 | ||||||||
Inventory valuation allowance | 34.7 | 12.7 | 7.1 | (3) | 40.3 | ||||||||
LIFO reserve | 13.8 | - | - | 13.8 | |||||||||
|
|||||||||||||
(1) Uncollectible accounts charged off net of recoveries. | |||||||||||||
(2) Adjustments
associated with our assessment of the uncertainty of realizing the full
benefit of deferred tax assets (principally related to acquired foreign
NOLs and capital allowance carryforwards).
|
|||||||||||||
(3) Inventory
adjustments for physical quantity discrepancies and write-offs of excess
and obsolete inventories.
|
/s/ DELOITTE & TOUCHE LLP | |
Detroit, Michigan | |
February 20, 2008 | |