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. 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
(Registrants telephone number,
including area code)
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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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SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007:
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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. 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, 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.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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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214,809,213
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$
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227,659,232
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Common stock American Axle &
Manufacturing Holdings, Inc.
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4,125,176
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4,212,085
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Collective trust fund
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36,068,038
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36,823,678
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Participant loans receivable
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19,677,664
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23,318,028
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Total Investments
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274,680,091
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292,013,023
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Receivables:
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Participant contributions
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463,334
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213,101
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Total Assets Reflecting All
Investments at Fair Value
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275,143,425
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292,226,124
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts (Note 3)
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273,455
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441,519
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TOTAL ASSETS AVAILABLE FOR BENEFITS
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$
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275,416,880
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$
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292,667,643
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See accompanying notes to financial statements.
-2-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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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17,255,256
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Interest income on participant loans
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1,167,270
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Dividends
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15,300,428
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Total Additions
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33,722,954
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DEDUCTIONS:
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Benefits paid to participants
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50,131,168
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Administrative expenses
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32,046
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Net depreciation in fair value of investments (Note 3)
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810,503
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Total Deductions
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50,973,717
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DECREASE IN ASSETS AVAILABLE FOR BENEFITS
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(17,250,763
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ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR
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292,667,643
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ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
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$
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275,416,880
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See accompanying notes to financial statements.
-3-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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. Personal
Savings Plan for Hourly-Rate Associates (the Plan) provides only general information.
Participants should refer to the summary plan description for more complete details of the
Plans provisions. Copies of the summary plan description are available from the human
resource department of American Axle & Manufacturing, Inc. (the Company).
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The Plan, established March 1, 1994, is a defined contribution plan covering substantially all
U.S. employees of the Company and employees of the Companys U.S. subsidiaries who are members
of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers
of America (UAW) and the International Association of Machinists and Aerospace Workers
(IAM). The collective bargaining agreements which cover the above employees expire in
various years beginning in 2008 through 2012. 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).
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Contributions
- The Plan provides for each participant to contribute from 1% to 40% of his or
her eligible earnings. Participant contributions may be made on a pre-tax or after-tax basis.
In 2007, eligible associates of Colfor Manufacturing, Inc. received a Company match of 25% of
associates contributions up to 6% of eligible salary. Participants over age 50 were eligible
to contribute an additional $5,000 in each of the 2006 and 2007 calendar years 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.
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Effective January 1, 2009, UAW associates with less than 20 years of service, other than
associates at our Three Rivers facility, will receive a Company match of 25% of associates
contributions up to 6% of eligible salary. These associates will also receive an additional
retirement contribution of 5% of eligible salary. Also effective January 1, 2009, associates
at our Three Rivers facility will receive a Company contribution of 5% of gross wages paid for
all hours an associate works.
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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.
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AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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 prepared 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. 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
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-5-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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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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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1,847,623.359
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$
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75,992,749
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2,027,634.631
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$
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88,283,212
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Spartan U.S. Equity Index Fund
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987,628.119
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51,257,899
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1,147,202.638
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57,566,628
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Fidelity Managed Income
Portfolio II Fund
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36,341,492.670
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36,068,038
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37,265,197.490
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36,823,678
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Fidelity Diversified
International Fund
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756,828.978
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30,197,476
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806,853.858
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29,813,250
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Participant loans receivable
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n/a
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19,677,664
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n/a
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23,318,028
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Fidelity Freedom 2020 Fund
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972,884.712
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15,381,307
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970,326.770
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15,069,175
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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 $2,329 as of December 31, 2007 and 2006, respectively.
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-6-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
3.
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INVESTMENTS (CONTINUED)
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For the year ended December 31, 2007, the Plans investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in value as follows:
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Common stock American Axle & Manufacturing Holdings, Inc.
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$
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(35,825
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Investments in registered investment companies
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(774,678
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Net Depreciation in Value
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$
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(810,503
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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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192,532,853
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$
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207,630,212
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Collective trust fund managed by Fidelity
(at contract value)
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36,341,493
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37,265,197
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Common stock American Axle & Manufacturing
Holdings, Inc.
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4,125,176
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4,212,085
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Participant loans receivable
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19,677,664
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23,318,028
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$
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252,677,186
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$
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272,425,522
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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 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.
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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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-7-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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 (CONTINUED)
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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 July 18, 2002, in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plans tax counsel believe
that the Plan is currently designed and being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been included in the
Plans financial statements.
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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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275,416,880
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$
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292,667,643
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Less: Adjustment to reflect fully benefit-responsive
investment contracts at fair value
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(273,455
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)
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(441,519
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Assets Available for Benefits,
Form 5500
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$
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275,143,425
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$
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292,226,124
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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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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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168,064
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-8-
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007 AND 2006 AND FOR THE YEAR ENDED DECEMBER 31, 2007
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.
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, 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
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Trust Company:
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*
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Fidelity Low-Priced Stock Fund
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1,847,623.359
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shares
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(a
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)
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$
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75,992,749
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*
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Fidelity Diversified International Fund
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756,828.978
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shares
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(a
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)
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30,197,476
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*
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Fidelity Freedom Income Fund
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205,703.633
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shares
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(a
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)
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2,355,307
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*
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Fidelity Freedom 2000 Fund
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43,665.570
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shares
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(a
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)
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540,143
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*
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Fidelity Freedom 2010 Fund
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206,044.124
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shares
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(a
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)
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3,053,574
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*
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Fidelity Freedom 2020 Fund
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972,884.712
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shares
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(a
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)
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15,381,307
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*
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Fidelity Freedom 2030 Fund
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545,346.324
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shares
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(a
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)
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9,009,121
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*
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Fidelity Freedom 2040 Fund
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280,274.550
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shares
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(a
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)
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2,727,071
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*
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Fidelity Freedom 2005 Fund
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15,526.969
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shares
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(a
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183,063
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*
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Fidelity Freedom 2015 Fund
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79,982.828
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shares
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(a
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)
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997,386
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*
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Fidelity Freedom 2025 Fund
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21,616.610
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shares
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(a
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)
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284,907
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*
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Fidelity Freedom 2035 Fund
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18,388.342
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shares
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(a
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)
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251,553
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*
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Fidelity Freedom 2045 Fund
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10,220.746
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shares
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(a
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116,005
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*
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Fidelity Freedom 2050 Fund
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16,211.015
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shares
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(a
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185,292
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*
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Spartan U.S. Equity Index Fund
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987,628.119
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shares
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(a
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51,257,899
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192,532,853
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Other:
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PIMCO Total Return Institutional
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Class Fund
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1,013,723.223
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shares
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(a
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10,836,701
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PIMCO High Yield Institutional
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Class Fund
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486,573.600
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shares
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(a
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4,641,912
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First American Mid Cap Growth
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Opportunity Y Fund
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14,387.118
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shares
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(a
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621,380
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American Funds Growth Fund of
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America R5 Fund
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40,491.174
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shares
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(a
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1,376,700
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Fifth Third Disciplined Large Cap
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Value Fund I
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28,754.068
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shares
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(a
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378,691
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Domini Social Equity R Fund
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117,162.282
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shares
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(a
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1,277,069
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Munder Small Cap Value Y Class Fund
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63,609.134
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shares
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(a
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1,551,427
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American Beacon Small Cap Value
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Institutional Class Fund
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90,460.414
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shares
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(a
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1,592,480
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214,809,213
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Common Stock:
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American Axle & Manufacturing
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*
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Holdings, Inc.
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221,545.434
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shares
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(a
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4,125,176
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Collective Trust Fund:
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*
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Fidelity Managed Income Portfolio II Fund
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(including wrapper contracts)
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36,341,492.670
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units
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(a
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36,068,038
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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
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ranged from 7.75 percent to
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8.25 percent during 2007
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$
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-0-
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19,677,664
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$
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274,680,091
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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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PERSONAL SAVINGS PLAN FOR
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HOURLY-RATE ASSOCIATES
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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.
PERSONAL SAVINGS PLAN FOR HOURLY-RATE ASSOCIATES
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
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14
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-13-
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 26, 2008
To the Board of Directors and Stockholders
American Axle & Manufacturing Holdings, Inc.
Detroit, Michigan
We consent to the incorporation, by reference in the Registration Statement No. 333-70466 on Form
S-8 of American Axle Manufacturing Holdings, Inc., of our report dated June 26, 2008, appearing in
this Annual Report on Form 11-K of the American Axle & Manufacturing, Inc. Personal Savings Plan
for Hourly-Rate Associates as of, and for the year ended, December 31, 2007.
/s/ GEORGE JOHNSON & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Detroit, Michigan
-14-
Grafico Azioni American Axle and Manufa... (NYSE:AXL)
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