þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended June 30, 2009
|
|
or
|
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from
_____________
to
_____________
|
|
Delaware
|
36-3161171
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
One
Dauch Drive, Detroit, Michigan
|
48211-1198
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Page
Number
|
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26
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27
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27
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28
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Item 4 | Submission of Matters to a Vote of Security Holders |
28
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28
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29
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30
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Ex. 10.61 Amended and Restated AAM 2009 Long-Term Incentive Plan | ||||||
·
|
when
post-bankruptcy GM (New GM) and post-bankruptcy Chrysler (New Chrysler)
resume production, production levels, production type of vehicles and
whether we are a supplier for those
vehicles;
|
·
|
to
what extent New GM assumes our contracts with “Old” GM and contract
terms;
|
·
|
our
ability to maintain sufficient liquidity in light of the recent extended
production shutdowns by GM and
Chrysler;
|
·
|
the
terms of our contractual relationships with New GM and New Chrysler
post-bankruptcy;
|
·
|
the
ability of GM to comply with the terms of the Secured Term Loan Facility
provided by the U.S. Treasury and any other applicable requirements of the
Troubled Asset Relief Program
(TARP);
|
·
|
the
impact on our business of requirements imposed on, or actions taken by,
any of our customers in response to TARP or similar
programs;
|
·
|
global
economic conditions;
|
·
|
availability
of financing for working capital, capital expenditures, R&D or other
general corporate purposes, including our ability to comply with financial
covenants and commercial
agreements;
|
·
|
our
customers' (other than GM and Chrysler) and suppliers' availability of
financing for working capital, capital expenditures, R&D or other
general corporate purposes;
|
·
|
reduced
purchases of our products by New GM, New Chrysler or other
customers;
|
·
|
reduced
demand for our customers’ products (particularly light trucks and SUVs
produced by GM and Chrysler);
|
·
|
our
ability to achieve cost reductions through ongoing restructuring
actions;
|
·
|
additional
restructuring actions that may
occur;
|
·
|
our
ability to achieve the level of cost reductions required to sustain global
cost competitiveness;
|
·
|
our
ability to maintain satisfactory labor relations and avoid future work
stoppages;
|
·
|
our
suppliers’ ability to maintain satisfactory labor relations and avoid work
stoppages;
|
·
|
our
customers’ and their suppliers’ ability to maintain satisfactory labor
relations and avoid work stoppages;
|
·
|
our
ability to implement improvements in our U.S. labor cost
structure;
|
·
|
supply
shortages or price increases in raw materials, utilities or other
operating supplies;
|
·
|
our
ability or our customers’ and suppliers’ ability to successfully launch
new product programs on a timely
basis;
|
·
|
our
ability to realize the expected revenues from our new and incremental
business backlog;
|
·
|
our
ability to attract new customers and programs for new
products;
|
·
|
our
ability to develop and produce new products that reflect market
demand;
|
·
|
lower-than-anticipated
market acceptance of new or existing
products;
|
·
|
our
ability to respond to changes in technology, increased competition or
pricing pressures;
|
·
|
continued
or increased high prices for or reduced availability of
fuel;
|
·
|
adverse
changes in laws, government regulations or market conditions affecting our
products or our customers’ products (such as the Corporate Average Fuel
Economy regulations);
|
·
|
adverse
changes in the economic conditions or political stability of our principal
markets (particularly North America, Europe, South America and
Asia);
|
·
|
liabilities
arising from warranty claims, product liability and legal proceedings to
which we are or may become a party;
|
·
|
changes
in liabilities arising from pension and other postretirement benefit
obligations;
|
·
|
risks
of noncompliance with environmental regulations or risks of environmental
issues that could result in unforeseen costs at our
facilities;
|
·
|
our
ability to attract and retain key
associates;
|
·
|
other
unanticipated events and conditions that may hinder our ability to
compete.
|
Three
months ended
|
Six
months ended
|
|||||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||||
2009
|
2008
|
2009 |
2008
|
|||||||||||||||
(in
millions, except per share data)
|
||||||||||||||||||
Net
sales
|
$ | 245.6 | $ | 490.5 | $ | 648.0 | $ | 1,078.1 | ||||||||||
Cost of goods sold |
460.7
|
1,018.4 | 836.0 | 1,593.3 | ||||||||||||||
Gross loss |
(
215
.1
|
) | (527.9 | ) | ( 188.0 | ) | (515.2 | ) | ||||||||||
Selling, general and administrative expenses |
45.5
|
|
44.9 | 89.3 | 94.3 | |||||||||||||
Operating loss |
(260.6
|
) | (572.8 | ) | (277.3 | ) | (609.5 | ) | ||||||||||
Interest expense |
(19.7
|
) | (15.1 | ) | (40.1 | ) | (30.4 | ) | ||||||||||
Investment
income
|
1.0 | 1.6 | 2.0 | 4.2 | ||||||||||||||
Other
income (expense), net
|
(2.9 | ) | 1.1 | (3.7 | ) | 1.6 | ||||||||||||
Loss
before income taxes
|
(282.2 | ) | (585.2 | ) | (319.1 | ) | (634.1 | ) | ||||||||||
Income
tax expense
|
6.5 | 59.1 | 2.3 | 37.2 | ||||||||||||||
Net
loss
|
$ | (288.7 | ) | $ | (644.3 | ) | $ | (321.4 | ) | $ | (671.3 | ) | ||||||
Add: Net loss attributable to the noncontrolling interest
|
0.1 | - | 0.1 | - | ||||||||||||||
Net
loss attributable to AAM
|
$ | (288.6 | ) | $ | (644.3 | ) | $ | (321.3 | ) | $ | (671.3 | ) | ||||||
Basic
loss per share
|
$ | (5.20 | ) | $ | (11.89 | ) | $ | (5.79 | ) | $ | (12.45 | ) | ||||||
Diluted
loss per share
|
$ | (5.20 | ) | $ | (11.89 | ) | $ | (5.79 | ) | $ | (12.45 | ) | ||||||
Dividends
declared per share
|
$ | - | $ | 0.15 | $ | - | $ | 0.30 |
June
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
|
(Unaudited)
|
|||||||
Assets
|
(in
millions)
|
|||||||
Current assets | ||||||||
Cash
and cash equivalents
|
$ | 272.4 | $ | 198.8 | ||||
Short-term
investments
|
11.1 | 77.1 | ||||||
Accounts
receivable, net
|
59.6 | 186.9 | ||||||
AAM-GM
Agreement receivable
|
- | 60.0 | ||||||
Inventories,
net
|
103.2 | 111.4 | ||||||
Prepaid
expenses and other current assets
|
47.3 | 61.1 | ||||||
Total
current assets
|
493.6 | 695.3 | ||||||
Property,
plant and equipment, net
|
940.3 | 1,064.2 | ||||||
Goodwill
|
147.8 | 147.8 | ||||||
GM
postretirement cost sharing asset
|
221.7 | 221.2 | ||||||
Other
assets and deferred charges
|
117.2 | 119.2 | ||||||
Total
assets
|
$ | 1,920.6 | $ | 2,247.7 | ||||
Liabilities
and Stockholders’ Deficit
|
||||||||
Current
liabilities
|
||||||||
Current
portion of long-term debt
|
$ | 1,248.0 | $ | - | ||||
Accounts
payable
|
135.4 | 250.9 | ||||||
Accrued
compensation and benefits
|
117.3 | 127.5 | ||||||
Deferred
revenue
|
66.7 | 66.7 | ||||||
Accrued
expenses and other current liabilities
|
45.4 | 72.6 | ||||||
Total
current liabilities
|
1,612.8 | 517.7 | ||||||
Long-term
debt
|
21.5 | 1,139.9 | ||||||
Deferred
revenue
|
155.9 | 178.2 | ||||||
Postretirement
benefits and other long-term liabilities
|
866.4 | 847.4 | ||||||
Total
liabilities
|
2,656.6 | 2,683.2 | ||||||
Stockholders'
deficit
|
||||||||
Common
stock, par value $0.01 per share
|
0.6 | 0.6 | ||||||
Paid-in
capital
|
433.3 | 426.7 | ||||||
Accumulated
deficit
|
(969.9 | ) | (648.6 | ) | ||||
Treasury
stock at cost, 5.2 million shares in 2009 and 2008
|
(174.0 | ) | (173.9 | ) | ||||
Accumulated
other comprehensive income (loss), net of tax
|
||||||||
Defined benefit plans
|
(44.7 | ) | (29.3 | ) | ||||
Foreign currency translation adjustments
|
22.4 | 0.2 | ||||||
Unrecognized loss on derivatives
|
(4.6 | ) | (11.4 | ) | ||||
Total
AAM stockholders' deficit
|
(736.9 | ) | (435.7 | ) | ||||
Noncontrolling
interest in subsidiaries
|
0.9 | 0.2 | ||||||
Total
stockholders’ deficit
|
(736.0 | ) | (435.5 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 1,920.6 | $ | 2,247.7 |
Six
months ended
|
||||||||
June
30,
|
||||||||
2009
|
2008
|
|||||||
(in
millions)
|
||||||||
Operating
activities
|
||||||||
Net
loss
|
$ | (321.3 | ) | $ | (671.3 | ) | ||
Adjustments
to reconcile net loss to net cash
provided
by (used in) operating activities
|
||||||||
Depreciation
and amortization
|
72.5 | 112.6 | ||||||
Asset
impairments and related indirect inventory obsolescence
|
151.7 | 294.8 | ||||||
Deferred income taxes
|
(1.3 | ) | 29.2 | |||||
Stock-based compensation
|
7.5 | 5.5 | ||||||
Pensions and other postretirement benefits, net of
contributions
|
(18.8 | ) | 38.0 | |||||
Loss (gain) on retirement of equipment
|
0.8 | (1.5 | ) | |||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
128.4 | (5.7 | ) | |||||
AAM-GM Agreement receivable
|
60.0 | - | ||||||
Inventories
|
6.6 | 5.6 | ||||||
Accounts payable and accrued expenses
|
(121.2 | ) | 95.1 | |||||
Other assets and liabilities
|
8.7 | 21.8 | ||||||
Net
cash used in operating activities
|
(26.4 | ) | (75.9 | ) | ||||
Investing
activities
|
||||||||
Purchases
of property, plant and equipment
|
(79.6 | ) | (66.9 | ) | ||||
Payments
of deposits for acquisition of property and equipment
|
(1.4 | ) | - | |||||
Proceeds
from sale of equipment
|
0.5 | 2.3 | ||||||
Investment
in joint venture
|
(10.2 | ) | - | |||||
Redemption
of short-term investments
|
66.0 | - | ||||||
Net
cash used in investing activities
|
(24.7 | ) | (64.6 | ) | ||||
Financing
activities
|
||||||||
Net
borrowings under revolving credit facilities
|
125.1 | 7.6 | ||||||
Payments
of debt and capital lease obligations
|
(4.9 | ) | (6.9 | ) | ||||
Debt
issuance costs
|
(2.7 | ) | - | |||||
Proceeds
from issuance of long-term debt
|
3.4 | 7.2 | ||||||
Repurchase
of treasury stock
|
(0.1 | ) | (0.1 | ) | ||||
Employee
stock option exercises
|
- | 0.7 | ||||||
Tax
benefit on stock option exercises
|
- | 0.2 | ||||||
Dividends
paid
|
- | (16.2 | ) | |||||
Net
cash provided by (used in) financing activities
|
120.8 | (7.5 | ) | |||||
Effect
of exchange rate changes on cash
|
3.9 | 0.5 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
73.6 | (147.5 | ) | |||||
Cash
and cash equivalents at beginning of period
|
198.8 | 343.6 | ||||||
Cash
and cash equivalents at end of period
|
$ | 272.4 | $ | 196.1 | ||||
Supplemental
cash flow information
|
||||||||
Interest paid
|
$ | 38.0 | $ | 31.8 | ||||
Income taxes paid, net of refunds
|
$ | 2.8 | $ | 2.1 |
Earnings
(loss) per share (EPS)
|
As
calculated prior to FSP No. EITF 03-6-1
|
Adjustments
|
As
reported
|
||||||||
for the three months ended June 30, 2009 | (in millions, except per share data) | ||||||||||
Numerator
|
|||||||||||
Net
loss attributable to AAM
|
$ | (288.6 | ) | $ | - | $ | (288.6 | ) | |||
Denominators
|
|||||||||||
Basic
shares outstanding
|
51.7 | 3.8 | 55.5 | ||||||||
Diluted
shares outstanding
|
51.7 | 3.8 | 55.5 | ||||||||
Basic
EPS
|
$ | (5.58 | ) | $ | 0.38 | $ | (5.20 | ) | |||
Diluted
EPS
|
$ | (5.58 | ) | $ | 0.38 | $ | (5.20 | ) | |||
Earnings
(loss) per share (EPS)
|
As
calculated prior to FSP No. EITF 03-6-1
|
Adjustments
|
As
reported
|
||||||||
for the six months ended June 30, 2009 | (in millions, except per share data) | ||||||||||
Numerator
|
|||||||||||
Net
loss attributable to AAM
|
$ | (321.3 | ) | $ | - | $ | (321.3 | ) | |||
Denominators
|
|||||||||||
Basic
shares outstanding
|
51.7 | 3.8 | 55.5 | ||||||||
Diluted
shares outstanding
|
51.7 | 3.8 | 55.5 | ||||||||
Basic
EPS
|
$ | (6.22 | ) | $ | 0.43 | $ | (5.79 | ) | |||
Diluted
EPS
|
$ | (6.22 | ) | $ | 0.43 | $ | (5.79 | ) | |||
Earnings
(loss) per share (EPS)
|
As
originally reported
|
Adjustments
|
As
adjusted and reported
|
||||||||
for the three months ended June 30, 2008 |
(in
millions, except per share data)
|
||||||||||
Numerator
|
|||||||||||
Net
loss attributable to AAM
|
$ | (644.3 | ) | $ | - | $ | (644.3 | ) | |||
Denominators
|
|||||||||||
Basic
shares outstanding
|
51.6 | 2.6 | 54.2 | ||||||||
Diluted
shares outstanding
|
51.6 | 2.6 | 54.2 | ||||||||
Basic
EPS
|
$ | (12.49 | ) | $ | 0.60 | $ | (11.89 | ) | |||
Diluted
EPS
|
$ | (12.49 | ) | $ | 0.60 | $ | (11.89 | ) | |||
Earnings
(loss) per share (EPS)
|
As
originally reported
|
Adjustments
|
As
adjusted and reported
|
||||||||
for the six months ended June 30, 2008 |
(in
millions, except per share data)
|
||||||||||
Numerator
|
|||||||||||
Net
loss attributable to AAM
|
$ | (671.3 | ) | $ | - | $ | (671.3 | ) | |||
Denominators
|
|||||||||||
Basic
shares outstanding
|
51.6 | 2.3 | 53.9 | ||||||||
Diluted
shares outstanding
|
51.6 | 2.3 | 53.9 | ||||||||
Basic
EPS
|
$ | (13.01 | ) | $ | 0.56 | $ | (12.45 | ) | |||
Diluted
EPS
|
$ | (13.01 | ) | $ | 0.56 | $ | (12.45 | ) | |||
2.
|
SIGNIFICANT
RISKS AND UNCERTAINTIES
|
3.
|
RESTRUCTURING
ACTIONS
|
One-time
|
Indirect
|
Contract
|
Other
|
|||||||||||||||||||||||||
Termination
|
Asset
|
Inventory
|
Environmental
|
Related
|
Restructuring
|
|||||||||||||||||||||||
Benefits
|
Impairments
|
Obsolescence
|
Obligations
|
Costs
|
Actions
|
Total
|
||||||||||||||||||||||
Accrual
as of December 31, 2008
|
$ | 42.1 | $ | - | $ | - | $ | 0.4 | $ | 5.3 | $ | - | $ | 47.8 | ||||||||||||||
Charges
|
5.7 | 147.8 | 3.9 | 0.2 | 21.1 | 7.6 | 186.3 | |||||||||||||||||||||
Cash
utilization
|
(35.0 | ) | - | - | - | (1.6 | ) | (6.5 | ) | (43.1 | ) | |||||||||||||||||
Non-cash
utilization
|
- | (147.8 | ) | (3.9 | ) | - | - | - | (151.7 | ) | ||||||||||||||||||
Accrual
adjustments
|
0.8 | - | - | - | - | - | 0.8 | |||||||||||||||||||||
Accrual
as of June 30, 2009
|
$ | 13.6 | $ | - | $ | - | $ | 0.6 | $ | 24.8 | $ | 1.1 | $ | 40.1 |
·
|
new
capacity rationalization actions taken by GM and Chrysler as a result of
their bankruptcy filings and subsequent reorganization plans, including
extended production shutdowns, for many of the programs we currently
support; and
|
·
|
changes
in our operating plans, including the idling and consolidation of a
significant portion of our Detroit Manufacturing Complex, made necessary
by extended production shutdowns, and other program delays and sourcing
decisions taken by our customers in the second quarter of
2009.
|
4.
|
BUYDOWN
PROGRAM
|
5.
|
INVENTORIES
|
June
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(in
millions)
|
||||||||
Raw
materials and work-in-progress
|
$ | 114.3 | $ | 116.9 | ||||
Finished
goods
|
23.2 | 22.8 | ||||||
Gross
inventories
|
137.5 | 139.7 | ||||||
Other
inventory valuation reserves
|
(34.3 | ) | (28.3 | ) | ||||
Inventories,
net
|
$ | 103.2 | $ | 111.4 |
6.
|
DEBT
|
June
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(in
millions)
|
||||||||
Revolving
Credit Facility
|
$ | 427.5 | $ | 295.0 | ||||
7.875%
Notes
|
300.0 | 300.0 | ||||||
5.25%
Notes, net of discount
|
249.8 | 249.8 | ||||||
2.00%
Convertible Notes
|
0.4 | 0.4 | ||||||
Term
Loan
|
250.0 | 250.0 | ||||||
Foreign
credit facilities
|
34.0 | 36.9 | ||||||
Capital
lease obligations
|
7.8 | 7.8 | ||||||
Debt
|
1,269.5 | 1,139.9 | ||||||
Less: Current portion of long-term debt
|
1,248.0 | - | ||||||
Long-term
debt
|
$ | 21.5 | $ | 1,139.9 |
·
|
Level 1: Observable
inputs such as quoted prices in active
markets;
|
·
|
Level 2: Inputs,
other than quoted prices in active markets, that are observable either
directly or indirectly; and
|
·
|
Level 3: Unobservable
inputs in which there is little or no market data, which require the
reporting entity to develop its own
assumptions.
|
Balance Sheet Classification
|
Fair
Value
|
Input
|
|||
Cash equivalents
|
$ | 150.1 |
Level
2
|
||
Short-term investments
|
11.1 |
Level
2
|
|||
Accrued expenses and other current liabilities
|
|||||
Currency forward contracts
|
3.1 |
Level
2
|
Fair
Value
|
Input
|
||||
Revolving
Credit Facility
|
$ | 226.6 |
Level
2
|
||
Term
Loan
|
147.5 |
Level
2
|
|||
7.875%
Notes
|
90.0 |
Level
2
|
|||
5.25%
Notes
|
77.5 |
Level
2
|
Fair
Value Measurements using Level 3 Inputs
|
Asset
impairment recorded in six months ended June 30, 2009
|
|||||||
Balance Sheet Classification | ||||||||
Property, plant and equipment, net
|
$ | 34.1 | $ | 72.6 | ||||
Other assets and deferred charges | 1.5 | 3.3 |
9.
|
DERIVATIVES
|
10.
|
EMPLOYEE
BENEFIT PLANS
|
Pension
Benefits
|
||||||||||||||||
Three
months ended
|
Six
months ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(in
millions)
|
||||||||||||||||
Service
cost
|
$ | 1.4 | $ | 3.9 | $ | 2.7 | $ | 8.1 | ||||||||
Interest
cost
|
8.9 | 9.5 | 17.8 | 18.9 | ||||||||||||
Expected
asset return
|
(7.5 | ) | (10.2 | ) | (15.4 | ) | (20.4 | ) | ||||||||
Amortized
loss
|
0.2 | 0.3 | 0.6 | 0.5 | ||||||||||||
Amortized
prior service cost
|
- | 0.3 | - | 0.8 | ||||||||||||
Curtailment
|
0.2 | 6.0 | (1.8 | ) | 6.0 | |||||||||||
Special
and contractual termination benefits
|
2.1 | 27.1 | 2.5 | 27.1 | ||||||||||||
Net
periodic benefit cost
|
$ | 5.3 | $ | 36.9 | $ | 6.4 | $ | 41.0 |
Other
Postretirement Benefits
|
||||||||||||||||
Three
months ended
|
Six
months ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(in
millions)
|
||||||||||||||||
Service
cost
|
$ | 0.7 | $ | 3.5 | $ | 1.4 | $ | 8.0 | ||||||||
Interest
cost
|
4.6 | 6.4 | 9.2 | 13.8 | ||||||||||||
Amortized
loss
|
(0.7 | ) | - | (1.2 | ) | - | ||||||||||
Amortized
prior service credit
|
(1.6 | ) | (1.6 | ) | (3.3 | ) | (2.4 | ) | ||||||||
Settlement
|
- | (9.4 | ) | - | (9.4 | ) | ||||||||||
Curtailment
|
(17.4 | ) | (16.1 | ) | (20.5 | ) | (16.1 | ) | ||||||||
Special
and contractual termination benefits
|
(0.7 | ) | 9.8 | (0.7 | ) | 9.8 | ||||||||||
Net
periodic benefit cost (credit)
|
$ | (15.1 | ) | $ | (7.4 | ) | $ | (15.1 | ) | $ | 3.7 |
Balance
as of January 1, 2009
|
$
|
2.6
|
||
Accruals
|
0.1
|
|||
Settlements
|
(0.1
|
)
|
||
Adjustment to prior period accruals
|
(0.4
|
)
|
||
Currency
translation adjustments
|
0.2
|
|||
Balance
as of June 30, 2009
|
$
|
2.4
|
Balance at January 1, 2009
|
$ | 45.8 | ||
Increase in prior year tax positions
|
2.4 | |||
Decrease in prior year tax positions
|
(0.1 | ) | ||
Increase in current year tax positions
|
0.1 | |||
Balance
at June 30, 2009
|
$ | 48.2 |
2009
|
2008
|
|||||||
Expected
volatility
|
64.32 | % | 46.10 | % | ||||
Risk-free
interest rate
|
2.07 | % | 3.78 | % | ||||
Dividend
yield
|
2.85 | % | 6.20 | % | ||||
Expected
life of options
|
8
years
|
8
years
|
||||||
Weighted-average
grant-date fair value
|
$ | 1.40 | $ | 2.67 |
Three
months ended
|
Six
months ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(in
millions)
|
||||||||||||||||
Net
loss
|
$ | (288.6 | ) | $ | (644.3 | ) | $ | (321.3 | ) | $ | (671.3 | ) | ||||
Defined
benefit plans, net of tax
|
(25.4 | ) | 73.7 | (15.4 | ) | 81.1 | ||||||||||
Foreign
currency translation adjustments,
net
of tax
|
22.0 | 9.9 | 22.4 | 13.4 | ||||||||||||
Change
in derivatives, net of tax
|
4.4 | 2.9 | 6.8 | 1.5 | ||||||||||||
Comprehensive
loss
|
$ | (287.6 | ) | $ | (557.8 | ) | $ | (307.5 | ) | $ | (575.3 | ) | ||||
Less:
Comprehensive income attributable to the noncontrolling
interest
|
- | - | (0.2 | ) | - | |||||||||||
Comprehensive
loss attributable to AAM
|
$ | (287.6 | ) | $ | (557.8 | ) | $ | (307.7 | ) | $ | (575.3 | ) |
Three
months ended
|
Six
months ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(in
millions, except per share data)
|
||||||||||||||||
Numerator
|
||||||||||||||||
Net
loss attributable to AAM
|
$ | (288.6 | ) | $ | (644.3 | ) | $ | (321.3 | ) | $ | (671.3 | ) | ||||
Denominator
|
||||||||||||||||
Basic
shares outstanding -
|
||||||||||||||||
Weighted-average
shares outstanding
|
55.5 | 54.2 | 55.5 | 53.9 | ||||||||||||
Effect
of dilutive securities
|
||||||||||||||||
Dilutive
stock-based compensation
|
- | - | - | - | ||||||||||||
Diluted
shares outstanding -
|
||||||||||||||||
Adjusted
weighted-average shares after assumed conversions
|
55.5 | 54.2 | 55.5 | 53.9 | ||||||||||||
Basic
EPS
|
$ | (5.20 | ) | $ | (11.89 | ) | $ | (5.79 | ) | $ | (12.45 | ) | ||||
Diluted
EPS
|
$ | (5.20 | ) | $ | (11.89 | ) | $ | (5.79 | ) | $ | (12.45 | ) |
Condensed
Consolidating Statements of Operations
|
||||||||||||||||||||
Six
months ended, June 30,
(in
millions)
|
||||||||||||||||||||
Holdings
|
AAM
Inc.
|
All
Others
|
Elims
|
Consolidated
|
||||||||||||||||
2009
|
||||||||||||||||||||
Net
sales
|
||||||||||||||||||||
External
|
$ | - | $ | 293.1 | $ | 354.7 | $ | - | $ | 647.8 | ||||||||||
Intercompany
|
- | 13.0 | 43.4 | (56.2 | ) | 0.2 | ||||||||||||||
Total
net sales
|
- | 306.1 | 398.1 | (56.2 | ) | 648.0 | ||||||||||||||
Cost
of goods sold
|
- | 457.7 | 434.5 | (56.2 | ) | 836.0 | ||||||||||||||
Gross
loss
|
- | (151.6 | ) | (36.4 | ) | - | (188.0 | ) | ||||||||||||
Selling,
general and administrative expenses
|
- | 84.6 | 4.7 | - | 89.3 | |||||||||||||||
Operating
loss
|
- | (236.2 | ) | (41.1 | ) | - | (277.3 | ) | ||||||||||||
Non-operating
expense, net
|
- | (40.8 | ) | (1.0 | ) | - | (41.8 | ) | ||||||||||||
Loss
before income taxes
|
- | (277.0 | ) | (42.1 | ) | - | (319.1 | ) | ||||||||||||
Income
tax expense
|
- | 1.6 | 0.7 | - | 2.3 | |||||||||||||||
Loss
from equity in subsidiaries
|
(321.3 | ) | (57.4 | ) | - | 378.7 | - | |||||||||||||
Net
loss before royalties and dividends
|
(321.3 | ) | (336.0 | ) | (42.8 | ) | 378.7 | (321.4 | ) | |||||||||||
Royalties
and dividends
|
- | 14.7 | (14.7 | ) | - | - | ||||||||||||||
Net
loss after royalties and dividends
|
(321.3 | ) | (321.3 | ) | (57.5 | ) | 378.7 | (321.4 | ) | |||||||||||
Add:
Net loss attributable to noncontrolling interest
|
- | - | 0.1 | - | 0.1 | |||||||||||||||
Net
loss attributable to AAM
|
$ | (321.3 | ) | $ | (321.3 | ) | $ | (57.4 | ) | $ | 378.7 | $ | (321.3 | ) | ||||||
2008
|
||||||||||||||||||||
Net
sales
|
||||||||||||||||||||
External
|
$ | - | $ | 423.3 | $ | 654.8 | $ | - | $ | 1,078.1 | ||||||||||
Intercompany
|
- | 24.0 | 31.3 | (55.3 | ) | - | ||||||||||||||
Total
net sales
|
- | 447.3 | 686.1 | (55.3 | ) | 1,078.1 | ||||||||||||||
Cost
of goods sold
|
- | 1,040.0 | 608.6 | (55.3 | ) | 1,593.3 | ||||||||||||||
Gross
profit (loss)
|
- | (592.7 | ) | 77.5 | - | (515.2 | ) | |||||||||||||
Selling,
general and administrative expenses
|
- | 93.2 | 1.1 | - | 94.3 | |||||||||||||||
Operating
income (loss)
|
- | (685.9 | ) | 76.4 | - | (609.5 | ) | |||||||||||||
Non-operating
income (expense), net
|
- | (25.3 | ) | 0.7 | - | (24.6 | ) | |||||||||||||
Income
(loss) before income taxes
|
- | (711.2 | ) | 77.1 | - | (634.1 | ) | |||||||||||||
Income
tax expense
|
- | 32.7 | 4.5 | - | 37.2 | |||||||||||||||
Earnings
(loss) from equity in subsidiaries
|
(671.3 | ) | 43.3 | - | 628.0 | - | ||||||||||||||
Net
income (loss) before royalties and dividends
|
(671.3 | ) | (700.6 | ) | 72.6 | 628.0 | (671.3 | ) | ||||||||||||
Royalties
and dividends
|
- | 29.3 | (29.3 | ) | - | - | ||||||||||||||
Net
income (loss) after royalties and dividends
|
$ | (671.3 | ) | $ | (671.3 | ) | $ | 43.3 | $ | 628.0 | $ | (671.3 | ) | |||||||
Less:
Net income attributable to noncontrolling interest
|
- | - | - | - | - | |||||||||||||||
Net
income (loss) attributable to AAM
|
$ | (671.3 | ) | $ | (671.3 | ) | $ | 43.3 | $ | 628.0 | $ | (671.3 | ) |
Condensed
Consolidating Balance Sheets
(
in
millions
)
|
||||||||||||||||||||
Holdings
|
AAM
Inc.
|
All
Others
|
Elims
|
Consolidated
|
||||||||||||||||
June
30, 2009
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||
Current
assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | - | $ | 36.3 | $ | 236.1 | $ | - | $ | 272.4 | ||||||||||
Short-term investments
|
- | 4.7 | 6.4 | - | 11.1 | |||||||||||||||
Accounts receivable, net
|
- | 12.4 | 47.2 | - | 59.6 | |||||||||||||||
Inventories, net
|
- | 33.4 | 69.8 | - | 103.2 | |||||||||||||||
Prepaid expense and other current assets
|
- | 11.6 | 35.7 | - | 47.3 | |||||||||||||||
Total
current assets
|
- | 98.4 | 395.2 | - | 493.6 | |||||||||||||||
Property,
plant and equipment, net
|
- | 274.8 | 665.5 | - | 940.3 | |||||||||||||||
Goodwill
|
- | - | 147.8 | - | 147.8 | |||||||||||||||
Other
assets and deferred charges
|
- | 271.2 | 67.7 | - | 338.9 | |||||||||||||||
Investment
in subsidiaries
|
- | 645.8 | - | (645.8 | ) | - | ||||||||||||||
Total
assets
|
$ | - | $ | 1,290.2 | $ | 1,276.2 | $ | (645.8 | ) | $ | 1,920.6 | |||||||||
Liabilities
and stockholders’ equity (deficit)
|
||||||||||||||||||||
Current
liabilities
|
||||||||||||||||||||
Current portion of long-term debt
|
$ | 0.4 | $ | 1,227.3 | $ | 20.3 | $ | - | $ | 1,248.0 | ||||||||||
Accounts payable
|
- | 55.1 | 80.3 | - | 135.4 | |||||||||||||||
Accrued expenses and other current liabilities
|
- | 186.1 | 43.3 | - | 229.4 | |||||||||||||||
Total
current liabilities
|
0.4 | 1,468.5 | 143.9 | - | 1,612.8 | |||||||||||||||
Intercompany
payable (receivable)
|
317.1 | (715.1 | ) | 398.0 | - | - | ||||||||||||||
Long-term
debt
|
- | - | 21.5 | - | 21.5 | |||||||||||||||
Investment
in subsidiaries obligation
|
419.4 | - | - | (419.4 | ) | - | ||||||||||||||
Other
long-term liabilities
|
- | 956.2 | 66.1 | - | 1,022.3 | |||||||||||||||
Total
liabilities
|
736.9 | 1,709.6 | 629.5 | (419.4 | ) | 2,656.6 | ||||||||||||||
Total
AAM stockholders’ equity (deficit)
|
(736.9 | ) | (419.4 | ) | 645.8 | (226.4 | ) | (736.9 | ) | |||||||||||
Noncontrolling
interest in subsidiaries
|
- | - | 0.9 | - | 0.9 | |||||||||||||||
Total
stockholders’ equity (deficit)
|
(736.9 | ) | (419.4 | ) | 646.7 | (226.4 | ) | (736.0 | ) | |||||||||||
Total
liabilities and stockholders’ equity (deficit)
|
$ | - | $ | 1,290.2 | $ | 1,276.2 | $ | (645.8 | ) | $ | 1,920.6 | |||||||||
December
31, 2008
|
||||||||||||||||||||
Assets
|
||||||||||||||||||||
Current
assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | - | $ | 54.6 | $ | 144.2 | $ | - | $ | 198.8 | ||||||||||
Short-term investments
|
- | 10.6 | 66.5 | - | 77.1 | |||||||||||||||
Accounts receivable, net
|
- | 81.1 | 105.8 | - | 186.9 | |||||||||||||||
AAM-GM Agreement receivable
|
- | 60.0 | - | - | 60.0 | |||||||||||||||
Inventories, net
|
- | 18.8 | 92.6 | - | 111.4 | |||||||||||||||
Other current assets
|
- | 29.7 | 31.4 | - | 61.1 | |||||||||||||||
Total
current assets
|
- | 254.8 | 440.5 | - | 695.3 | |||||||||||||||
Property,
plant and equipment, net
|
- | 393.8 | 670.4 | - | 1,064.2 | |||||||||||||||
Goodwill
|
- | - | 147.8 | - | 147.8 | |||||||||||||||
Other
assets and deferred charges
|
- | 295.7 | 44.7 | - | 340.4 | |||||||||||||||
Investment
in subsidiaries
|
- | 678.4 | - | (678.4 | ) | - | ||||||||||||||
Total
assets
|
$ | - | $ | 1,622.7 | $ | 1,303.4 | $ | (678.4 | ) | $ | 2,247.7 | |||||||||
Liabilities
and stockholders’ equity (deficit)
|
||||||||||||||||||||
Current
liabilities
|
||||||||||||||||||||
Accounts payable
|
$ | - | $ | 121.7 | $ | 129.2 | $ | - | $ | 250.9 | ||||||||||
Accrued expenses and other current liabilities
|
- | 194.7 | 72.1 | - | 266.8 | |||||||||||||||
Total
current liabilities
|
- | 316.4 | 201.3 | - | 517.7 | |||||||||||||||
Intercompany
payable (receivable)
|
316.6 | (624.3 | ) | 307.7 | - | - | ||||||||||||||
Long-term
debt
|
0.4 | 1,094.9 | 44.6 | - | 1,139.9 | |||||||||||||||
Investment
in subsidiaries obligation
|
118.7 | - | - | (118.7 | ) | - | ||||||||||||||
Other
long-term liabilities
|
- | 954.4 | 71.2 | - | 1,025.6 | |||||||||||||||
Total
liabilities
|
435.7 | 1,741.4 | 624.8 | (118.7 | ) | 2,683.2 | ||||||||||||||
Total
AAM stockholders’ equity (deficit)
|
(435.7 | ) | (118.7 | ) | 678.4 | (559.7 | ) | (435.7 | ) | |||||||||||
Noncontrolling
interest in subsidiaries
|
- | - | 0.2 | - | 0.2 | |||||||||||||||
Total
stockholders’ equity (deficit)
|
(435.7 | ) | (118.7 | ) | 678.6 | (559.7 | ) | (435.5 | ) | |||||||||||
Total
liabilities and shareholders’ equity (deficit)
|
$ | - | $ | 1,622.7 | $ | 1,303.4 | $ | (678.4 | ) | $ | 2,247.7 |
Condensed
Consolidating Statements of Cash Flows
|
||||||||||||||||||||
Six
months ended June 30,
(in
millions)
|
||||||||||||||||||||
Holdings
|
AAM
Inc.
|
All
Others
|
Elims
|
Consolidated
|
||||||||||||||||
2009
|
||||||||||||||||||||
Operating
activities
|
||||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$ | - | $ | (60.3 | ) | $ | 33.9 | $ | - | $ | (26.4 | ) | ||||||||
Investing
activities
|
||||||||||||||||||||
Purchases
of property, plant and equipment
|
- | (32.1 | ) | (47.5 | ) | - | (79.6 | ) | ||||||||||||
Redemption
of short-term investments
|
- | 5.9 | 60.1 | - | 66.0 | |||||||||||||||
Investment
in joint venture
|
- | - | (10.2 | ) | - | (10.2 | ) | |||||||||||||
Other
investing activities
|
- | 0.5 | (1.4 | ) | - | (0.9 | ) | |||||||||||||
Net
cash provided by (used in) investing activities
|
- | (25.7 | ) | 1.0 | - | (24.7 | ) | |||||||||||||
Financing
activities
|
||||||||||||||||||||
Net
debt activity
|
- | 132.5 | (8.9 | ) | - | 123.6 | ||||||||||||||
Intercompany
activity
|
0.1 | (62.1 | ) | 62.0 | - | - | ||||||||||||||
Debt
issuance costs
|
- | (2.7 | ) | - | - | (2.7 | ) | |||||||||||||
Purchase
of treasury stock
|
(0.1 | ) | - | - | - | (0.1 | ) | |||||||||||||
Net
cash provided by financing activities
|
- | 67.7 | 53.1 | - | 120.8 | |||||||||||||||
Effect
of exchange rate changes on cash
|
- | - | 3.9 | - | 3.9 | |||||||||||||||
Net
increase (decrease) in cash and cash equivalents
|
- | (18.3 | ) | 91.9 | - | 73.6 | ||||||||||||||
Cash
and cash equivalents at beginning of period
|
- | 54.6 | 144.2 | - | 198.8 | |||||||||||||||
Cash
and cash equivalents at end of period
|
$ | - | $ | 36.3 | $ | 236.1 | $ | - | $ | 272.4 | ||||||||||
2008
|
||||||||||||||||||||
Operating
activities
|
||||||||||||||||||||
Net
cash provided by (used in) operating activities
|
$ | - | $ | (185.8 | ) | $ | 109.9 | $ | - | $ | (75.9 | ) | ||||||||
Investing
activities
|
||||||||||||||||||||
Purchases
of property, plant and equipment
|
- | (24.7 | ) | (42.2 | ) | - | (66.9 | ) | ||||||||||||
Proceeds
from sale of equipment
|
- | 1.0 | 1.3 | - | 2.3 | |||||||||||||||
Net
cash used in investing activities
|
- | (23.7 | ) | (40.9 | ) | - | (64.6 | ) | ||||||||||||
Financing
activities
|
||||||||||||||||||||
Net
debt activity
|
- | - | 7.9 | - | 7.9 | |||||||||||||||
Intercompany
activity
|
16.3 | 0.8 | (17.1 | ) | - | - | ||||||||||||||
Purchase
of treasury stock
|
(0.1 | ) | - | - | - | (0.1 | ) | |||||||||||||
Employee stock
option exercises,
|
||||||||||||||||||||
including
tax benefit
|
- | 0.9 | - | - | 0.9 | |||||||||||||||
Dividends
paid
|
(16.2 | ) | - | - | - | (16.2 | ) | |||||||||||||
Net
cash provided by (used in) financing activities
|
- | 1.7 | (9.2 | ) | - | (7.5 | ) | |||||||||||||
Effect
of exchange rate changes on cash
|
- | - | 0.5 | - | 0.5 | |||||||||||||||
Net
increase (decrease) in cash and
cash equivalents
|
- | (207.8 | ) | 60.3 | - | (147.5 | ) | |||||||||||||
Cash
and cash equivalents at beginning of period
|
- | 223.5 | 120.1 | - | 343.6 | |||||||||||||||
Cash
and cash equivalents at end of period
|
$ | - | $ | 15.7 | $ | 180.4 | $ | - | $ | 196.1 |
2009
|
2008
|
|||||||
Asset
impairments, indirect inventory obsolescence and idled leased
assets
|
$ | 172.8 | $ | 329.9 | ||||
U.S.
hourly workforce and benefit reductions
|
(9.4 | ) | 137.3 | |||||
Acceleration
of Buydown Program (BDP) expense
|
22.5 | - | ||||||
Signing
bonus
|
- | 19.1 | ||||||
Supplemental
unemployment benefits
|
- | 18.0 | ||||||
U.S.
salaried workforce reductions
|
0.7 | 6.1 | ||||||
Other
|
4.2 | 7.4 | ||||||
Total
special charges and non-recurring operating costs
|
$ | 190.8 | $ | 517.8 |
·
|
new
capacity rationalization actions taken by GM and Chrysler as a result of
their bankruptcy filings and subsequent reorganization plans, including
extended production shutdowns, for many of the programs we currently
support; and
|
·
|
changes
in our operating plans, including the idling and consolidation of a
significant portion of our Detroit Manufacturing Complex, made necessary
by extended production shutdowns, and other program delays and sourcing
decisions taken by our customers in the second quarter of
2009.
|
2009
|
2008
|
|||||||
Asset
impairments, indirect inventory obsolescence and idled leased assets
|
$ | 172.8 | $ | 329.9 | ||||
U.S. hourly
workforce and benefit reductions
|
(5.4 | ) | 137.3 | |||||
Acceleration
of BDP expense
|
22.5 | - | ||||||
U.S.
salaried workforce reductions
|
4.2 | 6.1 | ||||||
Signing
bonus
|
- | 19.1 | ||||||
Supplemental
unemployment benefits
|
- | 18.0 | ||||||
Other
|
9.0 | 10.9 | ||||||
Total
special charges and non-recurring operating costs
|
$ | 203.1 | $ | 521.3 |
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
|
||||||||||||
April
2009
|
8,497 | $ | 1.24 | - | - | |||||||||||
May
2009
|
- | - | - | - | ||||||||||||
June
2009
|
18,618 | $ | 3.21 | - | - | |||||||||||
Total
|
27,115 | $ | 2.59 | - | - |
Number of Votes | ||||||||||||
Term
Ending:
|
For
|
Withheld
|
||||||||||
Directors:
|
||||||||||||
David C. Dauch |
2012
|
39,975,215
|
664,320
|
|||||||||
Salvatore J. Bonnano Sr. |
2010
|
40,047,351
|
592,184
|
|||||||||
Forest J. Farmer |
2012
|
32,170,807
|
8,468,728
|
|||||||||
Richard C. Lappin |
2012
|
36,169,859
|
4,469,676
|
|||||||||
Thomas K. Walker |
2012
|
34,239,357
|
6,400,178
|
Number
of Votes
|
||||||||||||
For
|
Against
|
Abstain
|
||||||||||
Deloitte
& Touche LLP
|
39,941,758 | 602,895 | 94,882 |
|
Exhibits
required by Item 601 of Regulation S-K are listed in the Exhibit
Index.
|
|
/s/ Michael K.
Simonte
|
|
Michael
K. Simonte
|
|
Executive
Vice President - Finance & Chief Financial
Officer
|
Number
|
_____________________Description of
Exhibit_______________________
|
||
*10.61 |
Amended
and Restated AAM 2009 Long-Term Incentive Plan
|
||
*31.1 | Certification of Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act | ||
*31.2 | Certification of Michael K. Simonte, Executive Vice President – Finance & Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act | ||
*32 |
Certifications
of Richard E. Dauch, Co-Founder, Chairman of the Board & Chief
Executive Officer and Michael K. Simonte, Executive Vice President –
Finance & Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
||
|
(a)
|
“Affiliate”
means any
Parent or Subsidiary and any person that directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, the Company.
|
|
(b)
|
“Award”
means a grant
under the Plan of a cash incentive opportunity to be earned by and paid to
a Participant pursuant to the terms of the Plan and Award
Document.
|
|
(c)
|
“Award Document”
means
an agreement, certificate or other type or form of document or
documentation approved by the Committee that sets forth the terms and
conditions of an Award. An Award Document may be written, electronic, or
other media, may be limited to a notation on the books and records of the
Company and, unless the Committee requires otherwise, need not be signed
by a representative of the Company or
Participant.
|
|
(d)
|
“Award Opportunity”
or
“Award
Opportunities”
means the Award or Awards that a Participant can
earn based upon the achievement of a pre-established performance goal or
goals during a Performance Period as specified in the Participant’s Award
Document and pursuant to the terms of the
Plan.
|
|
(e)
|
“
Beneficial Owner
” or
“
Beneficial
Ownership
” shall have the meaning ascribed to such terms in Rule
13d-3 of the General Rules and Regulations under the Exchange
Act.
|
|
(f)
|
“
Board of Directors”
or
“Board”
means the
Board of Directors of the Company.
|
|
(g)
|
“
Change in Control
” means
any of the following events:
|
|
(i)
|
Any
Person, excluding the Company and any subsidiary and any employee benefit
plan sponsored or maintained by the Company or any subsidiary (including
any trustee of such plan acting as trustee), directly or indirectly,
becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), of securities of the Company representing 30% or more of
the combined voting power of the Company’s then outstanding
securities; or
|
(ii)
|
The
consummation of any merger or other business combination involving the
Company, a sale of 51% or more of the Company’s assets, liquidation or
dissolution of the Company or a combination of the foregoing transactions
(the “
Transactions
”) other
than a Transaction immediately following which the shareholders of the
Company immediately prior to the Transaction own, in the same proportion,
at least 51% of the voting power, directly or indirectly, of (A) the
surviving corporation in any such merger or other business combination;
(B) the purchaser of or successor to the Company’s assets;
(C) both the surviving corporation and the purchaser in the event of
any combination of Transactions; or (D) the parent company owning
100% of such surviving corporation, purchaser or both the surviving
corporation and the purchaser, as the case may
be; or
|
|
(iii)
|
Within
any 12-month period, the persons who were directors immediately before the
beginning of such period (the “
Incumbent Directors
”)
cease (for any reason other than death) to constitute at least a majority
of the Board or the board of directors of a successor to the Company. For
this purpose, any director who was not a director at the beginning of such
period shall be deemed to be an Incumbent Director if such director was
elected to the Board by, or on the recommendation of or with the approval
of, at least two thirds of the directors who then qualified as Incumbent
Directors, so long as such director was not nominated by a person who
commenced or threatened to commence an election contest or proxy
solicitation by or on behalf of a person (other than the Board) or who has
entered into an agreement to effect a Change in Control or expressed an
intention to cause such a Change in
Control.
|
|
(h)
|
“Code”
means the
Internal Revenue Code of 1986, as amended from time to
time.
|
|
(i)
|
“Committee”
means the
Compensation Committee of the Board, which shall consist entirely of
“non-employee directors” for purposes of Rule 16b-3 of the Exchange Act
and “outside directors” for purposes of Section 162(m) of the Code;
provided, however, that a failure to meet such requirements shall not
invalidate awards granted or decisions made by the
Committee.
|
|
(j)
|
“Director”
means any
individual who is a member of the Board of Directors of the
Company.
|
|
(k)
|
“Disability”
shall have
the meaning ascribed to such term in the governing long-tern disability
plan pursuant to which the Participant may be entitled to benefits, if
any, or if there shall be no such plan, as determined by the Committee in
its absolute discretion.
|
|
(l)
|
“Effective Date”
shall
have the meaning ascribed to such term in Section 1.1
hereof.
|
|
(m)
|
“Eligible Individuals”
means the individuals described in Article 4 who are eligible for Awards
under the Plan.
|
|
(n)
|
“Exchange Act”
means the
Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.
|
|
(o)
|
“Participant”
means
Eligible Individual who has been granted an Award under the
Plan.
|
|
(p)
|
“Performance Period”
means the period established by the Committee and set forth in the
Award Document over which performance goals are
measured.
|
|
(q)
|
“
Person
” shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d) thereof.
|
|
(r)
|
“Retirement”
means, with
respect to any Participant, such Participant’s voluntary resignation at
any time after attaining age 65 or as such term is defined in the
governing retirement plan(s) to which the Participant may be entitled to
benefits, if any.
|
|
(s)
|
“Subsidiary”
means
|
(i)
|
a
corporation or other entity with respect to which the Company, directly or
indirectly, has the power, whether through the ownership of voting
securities, by contract or otherwise, to elect at least a majority of the
members of the board of directors or analogous governing body,
or
|
(ii)
|
any
other corporation or other entity in which the Company, directly or
indirectly, has an equity or similar interest and that the Committee
designates as a Subsidiary for purposes of the Plan. For purposes of
determining eligibility for the grant of Incentive Stock Options under the
Plan, the term “Subsidiary” shall be defined in the manner required by
Section 424(f) of the Code.
|
(t)
|
“Target Award
Opportunity”
means the target award opportunity specified in the
Participant’s Award Document, as determined by the
Committee.
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of American Axle &
Manufacturing Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of American Axle &
Manufacturing Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
(1) The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
|
(2) The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Issuer.
|
/s/ Richard
E. Dauch
|
/s/ Michael
K. Simonte
|
|||
Richard
E. Dauch
|
Michael
K. Simonte
|
|||
Co-Founder,
Chairman of the Board &
|
Executive
Vice President - Finance &
|
|||
Chief Executive Officer | Chief Financial Officer | |||
August 5, 2009 | August 5, 2009 |