AMERICAN AXLE & MANUFACTURING HOLDINGS INC - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2005

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission File Number: 1-14303

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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)

(313) 758-2000

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No o

As of April 25, 2005, the latest practicable date, the number of shares of the registrant's Common Stock, par value $0.01 per share, outstanding was 50,742,613 shares.

Internet Website Access to Reports

The website for American Axle & Manufacturing Holdings, Inc. is www.aam.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Table of Contents

Certain statements in this Quarterly Report on Form 10-Q (Quarterly Report) are forward-looking in nature and relate to trends and events that may affect our future financial position and operating results. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms “will,” “expect,” “anticipate,” “intend,” “project” and similar words or expressions are intended to identify forward-looking statements. These statements speak only as of the date of this Quarterly Report. The statements are based on our current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including, but not limited to:

·	reduced demand for our customers’ products (particularly light trucks and sport utility vehicles produced by General Motors Corporation and DaimlerChrysler Corporation);

·	reduced purchases of our products by General Motors Corporation, DaimlerChrysler Corporation or other customers;

·	supply shortages or price fluctuations in raw materials, utilities or other operating supplies;

·	our ability to maintain satisfactory labor relations and avoid work stoppages;

·	our customers’ ability to maintain satisfactory labor relations and avoid work stoppages;

·	our ability to attract and retain key associates;

·	our ability and our customers’ ability to successfully launch new product programs;

·	our ability to respond to changes in technology or increased competition;

·	adverse changes in laws, government regulations or market conditions affecting our products or our customers’ products (including the Corporate Average Fuel Economy regulations and fuel costs);

·	adverse changes in the economic conditions or political stability of our principal markets (particularly North America, Europe, South America and Asia);

·	liabilities arising from legal proceedings to which we are or may become a party or claims against us or our products;

·	risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities;

·	availability of financing for working capital, capital expenditures, research and development or other general corporate purposes;

·	other unanticipated events and conditions that hinder our ability to compete.

It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

	Three months ended
	March 31,
	2005			2004
	*(In millions, except per share data)*

Net sales	$	818.9		$	952.8

Cost of goods sold		746.6			816.4

Gross profit		72.3			136.4

Selling, general and administrative expenses		46.6			49.5

Operating income		25.7			86.9

Net interest expense		(6.1	)		(8.4	)

Other income (expense)
Debt refinancing and redemption costs		-			(23.5	)
Other, net		0.3			0.7

Income before income taxes		19.9			55.7

Income taxes		6.6			19.2

Net income	$	13.3		$	36.5

Basic earnings per share	$	0.27		$	0.69

Diluted earnings per share	$	0.26		$	0.66

See accompanying notes to condensed consolidated financial statements.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

	March 31,			December 31,
	2005			2004
	*(Unaudited)*
	(In millions)
Assets
Current assets
Cash and cash equivalents	$	3.3		$	14.4
Accounts receivable, net		367.2			334.9
Inventories, net		210.9			196.8
Prepaid expenses and other		49.7			39.1
Deferred income taxes		6.0			7.4
Total current assets		637.1			592.6

Property, plant and equipment, net		1,743.6			1,713.0
Deferred income taxes		8.1			6.8
Goodwill		147.8			147.8
Other assets and deferred charges		75.5			78.6
Total assets	$	2,612.1		$	2,538.8

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	316.7		$	349.3
Trade payable program liability		50.8			49.3
Accrued compensation and benefits		94.0			123.3
Other accrued expenses		57.8			58.6
Total current liabilities		519.3			580.5

Long-term debt		550.6			448.0
Deferred income taxes		116.5			114.5
Postretirement benefits and other long-term liabilities		460.1			440.3
Total liabilities		1,646.5			1,583.3

Stockholders' equity
Common stock, par value $0.01 per share		0.5			0.5
Paid-in capital		378.3			357.6
Retained earnings		823.8			817.9
Treasury stock at cost, 5.1 million shares in 2005 and 2004		(171.7	)		(171.7	)
Unearned compensation		(16.7	)		-
Accumulated other comprehensive loss, net of tax
Minimum pension liability adjustments		(47.1	)		(47.1	)
Foreign currency translation adjustments		(1.6	)

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)