Good morning, my name is Rebecca and I will be your conference facilitator today. At this time I would like to welcome everyone to the American Axle & Manufacturing Fourth Quarter and Full Year 2008 Earnings Conference Call. (Operator Instructions). As a reminder today’s call is being recorded. I would now like to turn the Call over to Mr. Christopher Son, Director of Investor Relations, and Corporate Communications. Please go ahead Mr. Son.

Thank you Rebecca and good morning everyone. Thank you for joining us today and for your interest in American Axle & Manufacturing. This morning we released our Fourth Quarter and Full Year 2008 Earnings Announcement. If you have not had an opportunity to review this announcement, you can access it on the aam.com website or through the PR Newswire services. A replay of this call will also be available beginning at 5:00 pm today through 5:00 pm Eastern time February 6 by calling 1-800-642-1687 reservation number 77289567. Before we begin I would like to remind everyone that the matters discussed in this conference call may contain comments and forward-looking statements as are within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results or conditions, but rather are subject to risks and uncertainties which cannot be predicted or quantified and which may cause future activities and results of operations to differ materially from those discussed. For additional information we ask that you refer to our filings with the Securities and Exchange Commission. This information is also available on the aam.com website. During the call we may refer to certain non-GAAP financial measures. Information regarding these non-GAAP measures, as well as a reconciliation of these non-GAAP measures to GAAP financial information is also available on the aam.com website. We are also audio web casting this call for our website. This call will be archived in the Investors section of the website and will be available there for one year for later listening. During the quarter we are planning on attending the J.P. Morgan for the High Yield Leverage Finance Conference on February 3 and the Barclay’s Capital Investor Select conference on February 10. In addition we are always happy to host investors at our facilities here in Detroit or at our other locations. Please feel free to contact me to schedule visits. With that let me turn things over to AAM’s Co-Founder, Chairman, and CEO, Richard Dauch.

Thank you, Chris, and good morning everyone. Thank you for joining us today to discuss AAM’s financial results for the fourth quarter and full year of 2008. Joining me on the call today are Yogendra Rahangdale our Vice Chairman and Chief Technology Officer; David Dauch our President, Chief Operating Officer; and Michael Simonte our Group Vice President of Finance and Chief Financial Officer. To begin my presentation today I will provide a brief overview of our financial results for the fourth quarter and the full year 2008. I will then update you on the progress we have made on achieving AAM’s comprehensive restructuring, resizing and profit recovery plan. Finally I will make a few comments on AAM’s 2009 outlook before turning things over to Mike do discuss the details of our financial performance. After that we will open the call up to you, ladies and gentlemen, for your questions that you may have. Let me open my discussion today by saying that 2008 proved to be a brutally difficult and demanding year for the domestic automotive industry and certainly American Axle & Manufacturing. While the domestic automotive industry has made its share of mistakes in the past, the current problems have been exacerbated by one of the worst economies since the deep recession of 1979 to 1982, which I refer to as oil shock two times. When you add the housing crisis, the credit crunch, the major spike in commodity pricing for the mix, you have an unprecedented reversal in the business environment that is driving not just the US economy, but the markets throughout the world into a synchronized and patterned downturn. The combination of plunging consumer confidence, a pervasive shortage of credit available to the would be car buyers, intensifying cost pressures, and increasing global competition is pushing…

Thank you, Dick, and good morning everybody. My job this morning is to review our fourth quarter 2008 and full year 2008 financial results, so let’s get right to it. Let me start with a few summary highlights. First, as Dick mentioned, today we recorded a net loss of $112.1 million or $2.17 per share in the fourth quarter of 2008. That is higher than what many of you were expecting and let me explain that. This loss included approximately $60 million in non-cash charges to establish and adjust valuation allowances on AAM’s UK and US deferred tax assets in accordance with FASB statement #109 accounting for income taxes. I will explain these tax adjustments in further detail later in the call. Also included in the fourth quarter was a $26 million post retirement health care curtailment gain. This gain is related to the UAW representative associates who left the company in the fourth quarter through the special separation program. This gain is recognized in accumulated other comprehensive income in the third quarter, but ran through the income statement in the fourth quarter. This was appropriate because the gain relates to associates who actually left the company in the fourth quarter. Offsetting the curtailment gain was an approximately equal amount of special charges and other non-operating costs associated with plant closures and asset redeployments. What I am saying is that the impact of special items, other than the tax adjustment, was approximately nil in the quarter. In the fourth quarter approximately 2/3 of the expense related special charges were adjustments on asset impairments. As industry conditions deteriorated in the fourth quarter, we updated our asset impairment models and adjusted our estimates as appropriate. Excluding the impact of the tax charges, and remember that the other special charges offset each other,…

Great, thank you Mike and thank you Dick. We have reserved some time to take some questions. I would ask that you please limit your questions to no more than two. At this time please feel free to proceed with any questions that you may have.

(Operator Instructions) Your first question comes from Rod Lache from Deutsche Bank. Securities

This is actually Dan Galveston in for Rod. I had some questions around the cadence of the cost savings. Can you talk to approximately what level of savings dropped to the bottom line from the buy down program and the attrition program during this quarter? Also, can you confirm that the savings from the Buffalo program is incremental to the $350 million restructuring savings you have been talking about?

First of all Dan, that Buffalo program is actually a few thousand and six and seven activity. It is part of the $350 million total cost reduction. My comment this morning was simply that there was a relatively small portion of the cash burden associated with buyouts in 2008 that related to that program. The incremental cost savings, we have discussed many times that the $300 million of cost reductions that relate to the UAW agreements we negotiated in 2008, that these would start to kick in, in the third and fourth quarter of 2008. Our estimates are that we saw approximately $15 million of the savings associated with that. I am talking about net bottom line savings associated with that agreement come into our P&L base in the second half of 2008. The balance of the net bottom line savings, and probably on the order of $60 to $70 million of additional savings, will kick in almost immediately here in the first quarter of 2009. Now the biggest driver of that, aside from the fact that many of the associates who left our company through the special separation program, in fact left our company during the third quarter; aside from that the benefit reductions, the elimination of post retirement healthcare at Three Rivers, the capped on post retirement health care at Detroit and Chief [Duvada] the elimination of defined benefit pension plan and of course the new defined contribution plan for our pension, all of these benefit changes, including contributory amounts on healthcare from our associates, these became effective on January 1 of 2009 and that is why it did not affect our business in 2008.

Thanks Mike, so you said that the benefit in the second half of ’08 was $15 million?

Yes, about $15, it was around $5 million or so in the third quarter and another $5 to $10, closer to $10 in the fourth quarter.

On the salaried separation side, were there any lump sum payments to the people who took that program and when did those people exit the company?

The answer to your question is yes, there were lump sum payments made through our salaried retirement incentive program, through our lay offs severance program. Those payments were included in the $110 million that I mentioned was out the door in the fourth quarter for these items. Those associates were leaving our company at various times during the second half of the year, including right up until the end of the year.

Do you have any estimate for the savings from that in terms of whether that will be mostly in the SG&A line?

It will be both in the cost of goods sold activity as well as our SG&A activity. Salaried associates ranging from all of our corporate departments to our plant environments that are shrinking their operations, consolidating activities, these types of things; so it is across the board.

You guys didn’t repeat expectations of profit in 2009. Has that expectation changed?

We certainly did. We stated several times, Dick and I both [interposing].

We said AAM is targeting a return to profitability in 2009.

I apologize for missing that, thanks.

Your next question comes from David Leiker from Robert W. Baird & Co., Inc. David Leiker - Robert W. Baird & Co., Inc. : Mike if we look on the revenue side of the equation, we go from Q4 to Q1 in their production rates on your primary vehicles. Do you expect those to be comparable in the first quarter versus the fourth quarter?

No. David Leiker - Robert W. Baird & Co., Inc. : Up or down?

No, down. The first quarter of 2009, as I know you understand, is going to be very difficult for everybody in this industry. In our situation we are facing approximately 35 down weeks at the nature customer facilities that we ship to. It would be very much more if I included some of the other facilities to which we ship lesser significant content. But, it in terms of the major North American light truck programs we support, we are looking at about 35 down weeks. That is as many as is concentrated in one quarter than I can ever remember. So the first quarter is getting off to a pretty slow start. Things are stabilizing. As we look at the schedules today, as Dick mentioned, and it is simply an honest statement, the schedules we have today are stronger than the schedules we had on the first of January, but they are certainly less than what we saw in the fourth quarter. David Leiker - Robert W. Baird & Co., Inc. : And how many down weeks would you have had in the fourth quarter>

It would have been in the neighborhood of half. I don’t have that specific number, but it would have been much less. David Leiker - Robert W. Baird & Co., Inc. : Do you think it would be about half of that number?

Yes, probably about half something like that. Maybe a little less than that, but it would be right around that level. David Leiker - Robert W. Baird & Co., Inc. : Then on the savings side, the $60 to $70 million you are talking about, that is headcount reduction?

Yes, this is the same activity we talked about now since we negotiated our year that we contracted, it is the net bottom line savings associated with taking our fully loaded all in labor costs from roughly $73.48 prior to the negotiation of the new labor contract to a blended all in rate of approximately $34.00 an hour for all of the portfolio of work that was conducted in those facilities at that time. It includes wage and benefit reductions. It includes the impact of headcount reductions and I believe consolidating, it’s the whole shooting match as it relates to the new UAW labor contract. David Leiker - Robert W. Baird & Co., Inc. : That does not include the salaries does it?

It does not. The $300 million number is specific to the UAW agreements. We have added another $10 million, roughly, from our new IAM labor agreement and another $40 million, roughly, associated with the salary, headcount, and workforce reduction and that is how we get to the total structural labor cost reductions of $350 million that we are working toward in our plan. David Leiker - Robert W. Baird & Co., Inc. : And of that $350 how much of it was running through the P&L in Q4? The annualized.

There would be a substantial portion of that. Again, as we talked about, this $60 to $70 million that doesn’t even take effect in 2009 obviously would have been excluded from that run rate. But the balance of the cost reduction, most of which dealing in the fourth quarter David, as I have said, with the volume and capacity reductions required to adjust for the market, that was all run through our cost structure in the fourth quarter. David Leiker - Robert W. Baird & Co., Inc. : And the salary was that in there in the fourth quarter?

A portion was. A more significant portion will be impacting us favorably beginning in the first quarter. David Leiker - Robert W. Baird & Co., Inc. : Okay and then anything on the material side here that we should be thinking about?

Well that is a pretty broad question. You know obviously the commodity markets have recovered a little bit. That is providing a little bit of an easing to some of the cost pressures that we face in this area, but I don’t think there is anything significantly different from comments we have made in recent weeks including at the Detroit Auto Show Conference.

Your next question comes from Richard Kwas from Wachovia Capital Markets.

Mike on the covenants looking out a few quarters, a couple of weeks ago I think Dick mentioned $800 to $900,000 as the gmt-900 build expectation that you are looking at for 2009. Should we think about the covenants as assuming that type of level for 2009 and if that is the case what kind of downside or commission have you built in? The question is really just what kind of cushion, if those builds don’t play out, say it is less than $800,000 is there a lot of cushion under the covenants as you look out over the next few quarters

Rich, you know, when we negotiated these covenants we didn’t simply look out to our plan, assume no variations or contingencies and negotiate from there. We did build some cushion in. I am not going to make comments about how much it is. I have already told you that we are not providing guidance going forward. What I have said and I will continue to say, that we do expect to have the financial resources and flexibility to manage through this situation. There are a number of moving parts. You are right to point out the assumption of the gmt-900 as an important one, but there are many other levers including our own cost structure that we are evaluating and we will take it day by day. What I will say about the gmt-900 is we have seen nothing to dissuade us from that level of volume expectation. The inventories were right sized by the end of the year. The production plans are solid with respect to our assumption and we feel pretty good about that part of our plan.

I would say three things additive. One is the month of December they actually ran an annualized rate of over 1 million units on that, point one. Point two have already heard Mike say, from our early January full schedule from GM to us it actually added units which contributed to added Axles for us to support that segment, point two. Point three; we are simply giving the facts. I hope you want to analyze the facts.

Okay that is helpful. Then the backlog, I think it is $800 million hitting between now and 2011. What is the cadence of that, could you remind us?

It is pretty heavy this year.

Yes that is exactly right Rich. In 2009 it is going to be solidly more than $200 million coming online. It could very well be approaching $250 depending on the overall economic environment and the car-buying mood as the year progresses. There are numerous programs here, there is not just one or two. We are launching the full-size vans for General Motors; the Volkswagen program in Brazil is a significant global program for our company. The [Tasagar] business in India, the Audi transmission differentials which we will support in Poland; the Mack Truck order which we will support in Three Rivers and of course here early in the year with General Motors the [inaudible] program, the Camaro name plate, so we have got a whole lot of activity here. It is a very busy year and that is going to help to counter balance weakness we might see in some other parts of our business.

As well as the [paid ups one] which gets into the Cadillac RX and components like that. So we have got a very busy aggressive and all of those programs are on scheduled, they are not being delayed, they are all in good shape. If you have been to the auto show lately they are outstanding looking vehicles.

Great and then on the bottom line savings that you talked about earlier the$60 to $70 million, I think in the fourth quarter you said you were running about $15 million. Is that just a quarter benefit, should we annualize that to kind of get to a number? I am just trying to get to a total savings that you expect to book up to $350 for 2009.

Yes, well Rich, the $15 million number related to the third and fourth quarter, the $60 to $70 relates to the incremental change in 2009, so I don’t know.

, :

Yes, that is right.

Your next question comes from Brett Hoselton from Keybanc Capital Markets.

Chris welcome back and hopefully you bottom kick this thing. My first question is, as you have broadly defined your target to return to profitability is the thought there that possibly by the fourth quarter of 2009 you are targeting profitability or is the thought that you might actually potentially be profitable for the entire year?

That is an excellent question and I have already answered it. We are not in a position to provide guidance. I am not going to provide more color. I think I have been very clear. It is our objective, our intent, our plan to return to profitability in 2009. I have told you that the first quarter is going to be rough. You know it is going to be rough and so maybe we need to look past the first 90 days of the year.

It is no different than a Super Bowl this week, Brett. They play four quarters. The first quarter doesn’t determine how you end. We said very clearly, very simply, our company is targeting a return to profitability in 2009. That is what we mean.

That is very fair. My second question and I am not sure how you are necessarily going to handle this one here, but obviously there is the potential at some point in time in the future that General Motors may file for Chapter 11 bankruptcy, prepackaged or otherwise. Do you have any sense of how that may affect your business either from a covenant standpoint or otherwise?

We are not going to go into speculations. I mean obviously General Motors has a very strong plan. You know as well as we do our government requires them to go back February 17 on viability sustainability. You also know as well as we do the infusion, only the second time in 100 years that the government and the auto industry sector, first crisis was in 1983. Secondly now GM and Chrysler and not only those parent companies, but their affiliate financing arms, so it sounds to me like some people want the auto industry domestically to be here. It sounds like they have got great products, as I have been to the auto shows the finest products down there were the GM group along with Ford, a very powerful group. So, we think the auto domestic has good products. We think this thing will recover. We have indicated before with this new $800 to $900 billion whatever, if the Obama administration puts it in there will be almost $2 trillion of infusion to get this economy rolling again, sometime in the second quarter of this particular year. We have got the product. We have got the orders. We have got the pricing and we think that they are going to have a good successful run. As far as speculations, if you want to talk about that with GM, you should call GM.

Very fair and thirdly commercial vehicles, in the past you haven’t talked as aggressively about your commercial vehicle business as you are now and my impression is that there is a pretty significant shift in that direction. My question is, is that a business that you intend to grow organically, or is there at some point of time in the future when your cash flow increases you might actually try to make some acquisitions? The point of my question is simply how aggressively do you intend to try to grow that business?

This is Dick Dauch. Eleven years ago in 1998 we made the decision to expand from JDW 1, 2, 3, 4 to JDW 8. We did that with a wholly owned securing of our Albion automotive division. It continues to be an effective operating decision. We have expanded its capability now into the North American and other areas of the world. We have already indicated to you with the excellent engineering and product availability we have secured with Mack Truck product, which I think launches around June of this year at our Three Rivers, Michigan operation, we have several other throughout the world opportunities that we are not prepared to announce them today, but we are definitely going to expand that arena with our CVO group, Commercial Vehicle Operations group. I will have David Dauch give you a little bit more light on that. David?

Yes, Brett obviously we are looking at growing the business initially organically, but at the same time like all of our business it is if the right strategic opportunities present themselves then we will evaluate them based on the strategic direction of our organization.

Your next question comes from Christopher Ceraso with Credit Suisse.

I think we talked about this in Detroit a little bit, as plants start to come back on line after being down for several weeks here, that will create a bit of a working capital drain. Can you talk about the implications of that for you and for your suppliers and are folks prepared to deal with it?

Okay well Chris, I say very clearly, I think we are prepared to deal with it. The first quarter is always a tough quarter from a cash flow perspective. We had anticipated some weakness here in the fourth quarter, at least relative to our expectations back in the fall when we negotiated the covenant. We have got the liquidity to handle what we think is here.

I think the key answer to your question is yes we are prepared to deal with it.

What about your suppliers Dick?

We are very comfortable with our supply base. Our team is intimately involved daily in the dynamics of their health, their ability and right now we have nothing significant that would be a negative, and therefore how we are handling it is up to us. But, we have a very good support supply system base and we are totally committed to supporting our customer base; therefore we are ready, locked and loaded and ready to go when this actually recovers. We told you the first quarter would be very hard and it will be. We also can handle it. In the second quarter things will start to break loose. Obviously in the second half of the year we contemplate improvements and you will know when that happens as quickly as we will.

Just to confirm, I think you covered this last quarter, but in the fourth quarter were there any payments from GM that were part of the wage deal least year or is that all happening in Q3?

There were no payments from GM of that nature in the fourth quarter.

Is there anything left on that in 2009 or is that all [interposing].

I think there is one more situation and then that will conclude that arrangement and that will be on or before April 1, 2009.

What is the dollar amount on that?

It is $60 million.

Okay. Is that the $60 million you keep talking about on the call or is that a cost saving thing?

No, those are two different things. This is just the portion of the $175 million in cash that GM will pay to us associated with that agreement and that’s, as Dick said, due on or before April 1.

Mike, have you done the math on the pension, what do you think pension expense does 20009 versus 2008?

It is going to be down overall because of the changes that we made in the programs. Of course the significant special charges that we took in 2008, so it looks to me like, you know we will exclude, there is probably about $50 million or so of special termination benefits and other similar charges that we took running through the pension expense line in calendar year 2008. IF you remove those than our pension expense will probably be a little bit less on a year-over-year basis in 2008, $83 5 million low.

Okay, but that would have been called out last year as a charge right?

Yes 2008, it was called out in 2008. As we incur debt each quarter. It is part of the total cost of the new labor contract. Remember on the pension side we typically had special termination benefits associated with accelerating certain pension benefits for our hourly associates that might not have otherwise qualified for that in the time that we entered into this agreement. On the OPAP side it was largely curtailment gains, because associates who were leaving the company left behind some of their OPAP. So we had expense on the pension side, gains on the OPAP side, in total the gains were much more than the expenses as our total pension and OPAP obligations were down by about $200 million for these issues. Of course at the end of the year and subject to the investment losses in unfunded liabilities subject there.

What content do you have one the new SRX?

We have significant content on the new SRX. We get into, Yogendra do you want to handle that? I am giving this one to Yogendra here, Chris because he is launching it right now. He is doing an excellent job of launching it.

Yes we have three major components on the SRX. The drive module.

SRDM rear drive module.

A multiple piece, three-piece drive shaft and a power transfer unit.

If you put that all together that is probably somewhere in the neighborhood of $1,000.00 per unit. Does that help you?

That’s terrific. Okay, thank you very much.

Your last question comes from Itay Michaeli from Citigroup. Itay Michaeli – Citigroup: Did you share where the covenants stood at year-end? I don’t know if you mentioned that earlier.

First of all we haven’t submitted them yet, because we submit when we file our 10-K, but listen we do not disclose the specific covenant calculation. What I have said and I will say again is that we are in compliance with the financial covenants that are specified in the revolver. In fact, the EBITDA that we will report to the bank as part of that calculation was ahead of the projections that we made back in the fall when we negotiated the amend and extended brief. Itay Michaeli – Citigroup: That is helpful and then I have a question on the pension. I think you mentioned $20 million in contributions in ’09. Do you have a sense of where that can go in 2010?

Yes. What is difficult to say about 2010 and I know you understand this so I will just say it quickly and then give you a little more color. There is this new Pension Relief Act that was signed into law in September. There is still some chatter that there may be an additional move in that area for 2010, but assuming that doesn’t happen and we just live with where we are at now from a regulatory perspective; it could close to double in 2010, assuming that we don’t see a recovery in asset values this year. I don’t know the extent to which you and I have talked about this before, but that is not too terribly different from the expectations and thoughts we had about this over the last couple of years. We have had very little in the way of pension contributions for our domestic trust over the last couple of years and we always anticipated the need to wrap that up as it work through 2010, 2011. Improving the cash to our profile of our business in that time period will of course be helpful to some of that. Itay Michaeli – Citigroup: Great and lastly, Mike, can you share for 2008 what the total net cash restructuring was, just so we have the right number? Including the GM payment as well as what you think the specific direct costs of the strike were in terms of ramping things back up?

Yes I sure can. In 2008 for the full year we had about $264 million of cash funding on “special charges”. Okay, so that is the buyouts and all of the other things that get encompassed in there. If you add another $51 million on the BDP you are roughly at $350 million. Now we received $115 million from General Motors pursuant to the AM GM assistance agreement, so obviously that was available to offset a portion of the special charges in the BDP. I am going to answer your question a little bit differently. You mentioned the strike. I think the appropriate way to look at it is the net inventory correction that we experienced in the GM programs and that was about a $100 million EBITDA hit for us in 2008. So if you add up those items you will get to almost all of the total free cash flow use that we referred it for calendar year 2008.

The other thing put into perspective with that is that there for AM has substantially completed the transition of all UAW represented legacy labor at these original US locations and that’s behind us and booked.

We thank all of you that have participated on this call and appreciate your interest in American Axle & Manufacturing. We certainly look forward to talking with you in the future.

This concludes today’s conference call.