UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 3, 2005
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
|
Indiana |
1-15983 |
38-3354643 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
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2135 West Maple Road, Troy, Michigan |
48084-7186 |
|
(Address of principal executive offices) |
(Zip Code) |
(248) 435-1000
(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.
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Yes |
X |
No |
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
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Yes |
X |
No |
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70,107,219 shares of Common Stock, $1.00 par value, of ArvinMeritor, Inc. were outstanding on March 31, 2005.
ARVINMERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
INDEX
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PART I. |
FINANCIAL INFORMATION: |
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Item 1. |
Financial Statements: |
Page |
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No. |
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Consolidated Statement of Operations - - Three Months |
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and Six Months Ended March 31, 2005 and 2004 |
2 |
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Consolidated Balance Sheet - - |
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March 31, 2005 and September 30, 2004 |
3 |
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Condensed Consolidated Statement of Cash Flows - - |
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Six Months Ended March 31, 2005 and 2004 |
4 |
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Notes to Consolidated Financial Statements |
5 |
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Item 2. |
Management’s Discussion and Analysis |
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of Results of Operations and Financial Condition |
27 |
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Item 3. |
Quantitative and Qualitative Disclosures About |
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Market Risk |
39 |
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Item 4. |
Controls and Procedures |
39 |
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PART II. |
OTHER INFORMATION: |
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Item 1. |
Legal Proceedings |
40 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
40 |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
40 |
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Item 5. |
Other Information |
41 |
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Item 6. |
Exhibits |
41 |
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Signatures |
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42 |
- 1 -
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ARVINMERITOR, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)
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Three Months Ended |
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Six Months Ended |
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March 31, |
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March 31, |
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2005 |
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2004 |
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2005 |
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2004 |
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(Unaudited) |
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Sales |
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$ |
2,276 |
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$ |
1,996 |
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$ |
4,366 |
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$ |
3,920 |
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Cost of sales |
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(2,124 |
) |
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(1,825 |
) |
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(4,083 |
) |
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(3,600 |
) |
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GROSS MARGIN |
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152 |
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171 |
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283 |
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320 |
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Selling, general and administrative |
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(100 |
) |
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(99 |
) |
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(184 |
) |
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(189 |
) |
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Restructuring costs |
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(64 |
) |
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(6 |
) |
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(74 |
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(7 |
) |
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Gain on divestitures |
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— |
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20 |
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4 |
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20 |
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Environmental remediation costs |
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(6 |
) |
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(8 |
) |
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(6 |
) |
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(8 |
) |
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Customer bankruptcies |
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(5 |
) |
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— |
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(10 |
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— |
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Costs for withdrawn tender offer |
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— |
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— |
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— |
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(16 |
) |
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OPERATING INCOME (LOSS) |
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(23 |
) |
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78 |
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13 |
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120 |
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Equity in earnings of affiliates |
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7 |
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5 |
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13 |
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7 |
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Gain on sale of marketable securities |
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— |
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— |
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— |
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7 |
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Interest expense, net and other |
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(30 |
) |
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(25 |
) |
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(58 |
) |
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(51 |
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INCOME (LOSS) BEFORE INCOME TAXES |
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(46 |
) |
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58 |
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(32 |
) |
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83 |
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Benefit (provision) for income taxes |
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13 |
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(15 |
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9 |
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(23 |
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Minority interests |
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(2 |
) |
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(3 |
) |
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— |
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(5 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS |
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(35 |
) |
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40 |
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(23 |
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55 |
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INCOME FROM DISCONTINUED OPERATIONS |
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2 |
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1 |
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8 |
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5 |
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NET INCOME (LOSS) |
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$ |
(33 |
) |
$ |
41 |
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$ |
(15 |
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$ |
60 |
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BASIC EARNINGS (LOSS) PER SHARE |
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Continuing operations |
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$ |
(0.51 |
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$ |
0.59 |
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$ |
(0.34 |
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$ |
0.81 |
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Discontinued operations |
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0.03 |
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0.02 |
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0.12 |
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0.08 |
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Basic earnings (loss) per share |
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$ |
(0.48 |
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$ |
0.61 |
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$ |
(0.22 |
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$ |
0.89 |
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DILUTED EARNINGS (LOSS) PER SHARE |
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Continuing operations |
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$ |
(0.51 |
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$ |
0.58 |
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$ |
(0.33 |
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$ |
0.80 |
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Discontinued operations |
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0.03 |
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0.01 |
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0.11 |
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0.08 |
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Diluted earnings (loss) per share |
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$ |
(0.48 |
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$ |
0.59 |
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$ |
(0.22 |
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$ |
0.88 |
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Basic average common shares outstanding |
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68.6 |
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67.5 |
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68.2 |
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67.2 |
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Diluted average common shares outstanding |
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69.1 |
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69.0 |
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69.1 |
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68.5 |
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Cash dividends per common share |
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$ |
0.10 |
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$ |
0.10 |
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$ |
0.20 |
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$ |
0.20 |
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See notes to consolidated financial statements. Amounts for the three and six months ended March 31, 2004 have been restated for discontinued operations.
- 2 -
ARVINMERITOR, INC.
CONSOLIDATED BALANCE SHEET
(in millions)
|
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March 31, |
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September 30, |
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2005 |
|
2004 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
99 |
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$ |
132 |
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Receivables, net |
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1,607 |
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