American Axle & Manufacturing Holdings Inc - Annual Report of Employee Stock Plans (11-K)
27 Giugno 2008 - 10:50PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2007
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 1-14303
AMERICAN AXLE & MANUFACTURING, INC. SALARIED SAVINGS PLAN
(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
(Registrants telephone number,
including area code)
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
TABLE OF CONTENTS
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Page
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1
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FINANCIAL STATEMENTS:
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2
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3
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4
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11
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EXHIBITS:
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Exhibit 23 - Consent of George Johnson & Company, Independent Registered
Public Accounting Firm
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14
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 26, 2008
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, 2007 and 2006, and the
related statement of changes in assets available for benefits for the year ended December 31, 2007.
These financial statements are the responsibility of the Plans 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, 2007 and 2006, and the changes in
assets available for benefits for the year ended December 31, 2007, 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, 2007 is presented for purposes of complying with the Department of Labors 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
DECEMBER 31, 2007 AND 2006
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2007
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2006
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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
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$
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120,733,579
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$
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111,688,640
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Common stock American Axle &
Manufacturing Holdings, Inc.
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3,729,278
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3,891,514
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Collective trust fund
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11,603,310
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11,905,450
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Participant loans receivable
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2,751,835
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2,616,316
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Total Investments
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138,818,002
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130,101,920
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Receivables:
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Participant contributions
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440,396
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Employer contributions
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19,951
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115,100
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Total Receivables
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19,951
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555,496
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Total Assets Reflecting All
Investments at Fair Value
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138,837,953
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130,657,416
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts (Note 3)
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87,972
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142,747
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TOTAL ASSETS AVAILABLE FOR BENEFITS
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$
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138,925,925
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$
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130,800,163
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See accompanying notes to financial statements.
-2-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2007
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Participant-
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Directed
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Investments
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ADDITIONS:
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Participant contributions
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$
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11,006,873
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Employer contributions
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7,382,185
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Total Contributions
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18,389,058
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Interest income on participant loans
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175,378
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Dividends
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8,564,079
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Total Additions
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27,128,515
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DEDUCTIONS:
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Benefits paid to participants
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18,530,158
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Administrative expenses
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12,574
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Net depreciation in fair value of investments (Note 3)
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460,021
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Total Deductions
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19,002,753
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INCREASE IN ASSETS AVAILABLE FOR BENEFITS
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8,125,762
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ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
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130,800,163
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ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
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$
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138,925,925
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See accompanying notes to financial statements.
-3-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
1.
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DESCRIPTION OF THE PLAN
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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 Plans provisions. Copies of the
summary plan description are available from the human resource department of American Axle &
Manufacturing, Inc. (the Company).
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The Plan, established March 1, 1994, is a defined contribution plan covering substantially all
U.S. salaried employees of the Company and salaried employees of the Companys 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).
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Contributions
- The Plan provides for each participant to contribute from 1% to 40% of his or
her eligible earnings on a pre-tax or after-tax basis. Participant contributions received a
matching amount equal to 50% from the Company for up to 6% of eligible salary in 2006 and up
to 10% of eligible salary in 2007. Participants over age 50 were eligible to contribute an
additional $5,000 for both the 2006 and 2007 calendar years as a catch-up contribution. Also
in 2007, participants in the Companys salaried retirement programs whose benefits were frozen
on December 31, 2007 received an additional annual retirement contribution between 3% to 5% of
eligible salary, depending on years of service. 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.
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Vesting
- Contributions made by participants shall vest immediately upon allocation to the
account of the participant. The Companys 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 participants 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.
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
1.
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DESCRIPTION OF THE PLAN (CONTINUED)
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Investment Options
- Participants may direct investments to be split among any of the
investment fund options available.
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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.
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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.
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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).
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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.
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In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(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. Under this FSP, investment
contracts held by a defined contribution plan, including collective trust funds holding
investment contracts, are required to be reported at fair value.
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-5-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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Valuation of Investments (continued)
- However, contract value is the relevant measurement
attribute for that portion of the 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 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 assets available for benefits is prepared on a
contract value basis.
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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.
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INVESTMENTS
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The fair value of individual investments that exceed five percent of the Plans assets
available for benefits is as follows as of December 31, 2007 and 2006:
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2007
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2006
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Number
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Number
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of Shares
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Fair
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of Shares
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Fair
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or Units
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Value
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or Units
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Value
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Fidelity Low-Priced Stock Fund
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861,999.695
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$
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35,454,047
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896,092.205
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$
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39,015,855
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Spartan U.S. Equity Index Fund
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421,740.842
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21,888,350
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460,725.642
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23,119,213
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Fidelity Diversified
International Fund
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624,233.476
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24,906,916
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544,688.037
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20,126,223
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Fidelity Managed Income
Portfolio II Fund
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11,691,281.990
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11,603,310
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12,048,196.850
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11,905,450
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Fidelity Freedom 2020 Fund
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432,984.564
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6,845,486
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425,993.794
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6,615,684
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AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
3.
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INVESTMENTS (CONTINUED)
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The Plans investment in the Fidelity Managed Income Portfolio II Fund includes wrapper
contracts with a fair value of $0 and $753 as of December 31, 2007 and 2006, respectively.
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For the year ended December 31, 2007, the Plans investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in value as follows:
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Common stock American Axle & Manufacturing Holdings, Inc.
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$
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(57,942
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Investments in registered investment companies
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(402,079
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Net Depreciation in Value
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$
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(460,021
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As of December 31, 2007 and 2006, the Plan held the following investments with various
parties-in-interest:
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2007
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2006
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Registered investment companies managed by
Fidelity Management Trust Company (Fidelity)
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$
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103,113,376
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$
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99,779,367
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Collective trust fund managed by Fidelity
(at contract value)
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11,691,282
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12,048,197
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Common stock American Axle & Manufacturing
Holdings, Inc.
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3,729,278
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3,891,514
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Participant loans receivable
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2,751,835
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2,616,316
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$
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121,285,771
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$
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118,335,394
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4.
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PLAN TERMINATION
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Although it has not expressed any intent to do so, the Company reserves the right to
discontinue its contributions at any time and 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.
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-7-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
5.
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TRANSACTIONS WITH PARTIES-IN-INTEREST
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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.
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Certain investments held by the Plan as of December 31, 2007 and 2006 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.
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6.
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INCOME TAX STATUS
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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 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.
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RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
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The following is a reconciliation of assets available for benefits from the financial
statements to Form 5500 as of December 31, 2007 and 2006:
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2007
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2006
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Assets available for benefits, financial statements
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$
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138,925,925
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$
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130,800,163
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Less: Adjustment to reflect fully benefit-responsive
investment contracts at fair value
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(87,972
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)
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(142,747
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)
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Assets Available for Benefits,
Form 5500
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$
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138,837,953
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$
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130,657,416
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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.
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-8-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
7.
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RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
(CONTINUED)
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The following amounts recorded on the 2007 Form 5500 are not recorded on the 2007 financial
statements:
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Net investment gain from common and collective trusts
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$
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54,775
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8.
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NEW ACCOUNTING PRONOUNCEMENTS
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The FASB has issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements, and SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities Including an Amendment of FASB Statement No. 115. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in accordance with GAAP, and expands
disclosures about fair value measurements. SFAS No. 159 provides entities with the option of
recording many financial instruments and certain other items at fair value and further
modifies disclosure requirements regarding such fair values. SFAS No. 157 and SFAS No. 159
apply to the Plans financial statements for the year ending December 31, 2008. The Plan has
not determined the impact, if any, on its financial statements of implementing these
Statements.
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The FASB has also 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, 2008. 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-
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)
DECEMBER 31, 2007
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Description of Investment
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(Including Maturity Date,
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Party-in-
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Identity of Issue, Borrower,
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Rate of Interest, Collateral,
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Current
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Interest
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Lessor, or Similar Party
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and Par or Maturity Value)
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Cost
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Value
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Registered Investment Companies:
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Managed by Fidelity Management
Trust Company:
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*
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Fidelity Low-Priced Stock Fund
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861,999.695 shares
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(a)
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$
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35,454,047
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*
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Fidelity Diversified International Fund
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624,233.476 shares
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(a)
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24,906,916
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*
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Fidelity Freedom Income Fund
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84,227.212 shares
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(a)
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964,402
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*
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Fidelity Freedom 2000 Fund
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29,941.744 shares
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(a)
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370,379
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*
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Fidelity Freedom 2010 Fund
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132,297.320 shares
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(a)
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1,960,646
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*
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Fidelity Freedom 2020 Fund
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432,984.564 shares
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(a)
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6,845,486
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*
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Fidelity Freedom 2030 Fund
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367,490.577 shares
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(a)
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6,070,944
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*
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Fidelity Freedom 2040 Fund
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302,445.947 shares
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(a)
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2,942,799
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*
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Fidelity Freedom 2005 Fund
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10,008.697 shares
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(a)
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118,003
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*
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Fidelity Freedom 2015 Fund
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23,849.365 shares
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(a)
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297,402
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*
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Fidelity Freedom 2025 Fund
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24,274.159 shares
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(a)
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319,933
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*
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Fidelity Freedom 2035 Fund
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28,459.271 shares
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(a)
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389,323
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*
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Fidelity Freedom 2045 Fund
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29,689.540 shares
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(a)
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336,976
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*
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Fidelity Freedom 2050 Fund
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21,677.146 shares
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(a)
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247,770
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*
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Spartan U.S. Equity Index Fund
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421,740.842 shares
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(a)
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21,888,350
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103,113,376
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Other:
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PIMCO Total Return Institutional
Class Fund
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561,136.897 shares
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(a)
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5,998,553
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PIMCO High Yield Institutional
Class Fund
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373,173.289 shares
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(a)
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3,560,073
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First American Mid Cap Growth
Opportunity Y Fund
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43,713.955 shares
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(a)
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1,888,006
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American Funds Growth Fund of
America R5 Fund
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48,998.751 shares
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(a)
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1,665,958
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Fifth Third Disciplined Large Cap
Value Fund I
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24,509.004 shares
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(a)
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322,784
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Domini Social Equity R Fund
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57,032.028 shares
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(a)
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621,649
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Munder Small Cap Value Y Class Fund
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79,356.314 shares
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(a)
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1,935,500
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American Beacon Small Cap Value
Institutional Class Fund
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92,429.297 shares
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(a)
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1,627,680
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120,733,579
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Common Stock:
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*
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American Axle & Manufacturing
Holdings, Inc.
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200,283.439 shares
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(a)
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3,729,278
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Collective Trust Fund:
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*
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Fidelity Managed Income Portfolio II Fund
(including wrapper contracts)
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11,691,281.990 units
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(a)
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11,603,310
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Participant Loans Receivable:
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*
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Plan participants
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Loans receivable; interest rates ranged from 7.75 percent to 8.25 percent during 2007
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$-0-
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2,751,835
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$
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138,818,002
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(a)
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- These are participant-directed investments; therefore, the cost is not required to be reported.
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There were no investment assets reportable as acquired and disposed of during the year ended
December 31, 2007.
-11-
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.
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AMERICAN AXLE & MANUFACTURING, INC.
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SALARIED SAVINGS PLAN
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June 26, 2008
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/s/ Michael K. Simonte
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Michael K. Simonte
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Group Vice President Finance & Chief Financial Officer
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American Axle & Manufacturing Holdings, Inc.
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-12-
AMERICAN AXLE & MANUFACTURING, INC.
SALARIED SAVINGS PLAN
TABLE OF CONTENTS
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Page
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EXHIBITS:
|
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Exhibit 23 - Consent of George Johnson & Company, Independent Registered Public
Accounting Firm
|
|
|
14
|
|
-13-
Grafico Azioni American Axle and Manufa... (NYSE:AXL)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni American Axle and Manufa... (NYSE:AXL)
Storico
Da Lug 2023 a Lug 2024