SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT
TO SECTION 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year
ended December 31, 2004
Commission File No.
1-15983
ArvinMeritor, Inc.
Savings Plan
(Full title of the plan)
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084
(Name of issuer of the securities
held pursuant to the plan and the address of its principal executive office)
ARVINMERITOR, INC.
SAVINGS PLAN
TABLE OF CONTENTS
|
Page
|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
|
1 |
|
| |
|
|
| FINANCIAL STATEMENTS: | | |
| |
|
|
| Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003 | | |
| 2 |
|
| |
|
|
| Statement of Changes in Net Assets Available for Benefits for the Year Ended | | |
| December 31, 2004 | | |
| 3 |
|
| |
|
|
| Notes to Financial Statements | | |
| 4-7 |
|
| |
|
|
| SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2004: | | |
| |
|
|
| Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | | |
| 8 |
|
| |
|
|
| Schedule H, Line 4j - Schedule of Reportable Transactions | | |
| 9 |
|
| |
|
|
| SIGNATURES | | |
| 10 |
|
| |
|
|
| EXHIBIT - Consent of Independent Registered Public Accounting Firm | | |
| 11 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To ArvinMeritor, Inc., Savings Plan and Participants:
We have audited the accompanying statements of net assets available for benefits of ArvinMeritor, Inc.
Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2004. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Plan is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion
In our opinion, such financial statements present
fairly, in all material respects, the net assets available
for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for
benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming
an opinion on the basic financial statements taken as a
whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2004, and (2)
transactions in excess of five percent of the current value of plan assets for the year ended December 31,
2004, are presented for the purpose of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 2004 financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 29, 2005
ARVINMERITOR, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
|
2004
|
2003
|
| ASSETS |
|
|
|
|
|
|
|
|
| Investments | | |
$ | 281,278,085 |
|
$ | 254,757,323 |
|
| Accrued receivables | | |
| 224,689 |
|
| — |
|
| Due from other plan | | |
| — |
|
| 2,538,053 |
|
|
| |
| |
| TOTAL ASSETS | | |
| 281,502,774 |
|
| 257,295,376 |
|
| LIABILITIES - Accrued expenses | | |
| 47,489 |
|
| 36,188 |
|
|
| |
| |
| NET ASSETS AVAILABLE FOR BENEFITS | | |
$ | 281,455,285 |
|
$ | 257,259,188 |
|
|
| |
| |
| See accompanying notes to financial statements | | |
2
ARVINMERITOR, INC.
SAVINGS PLAN
STATEMENT OF CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
|
2004
|
| ADDITIONS: |
|
|
|
|
|
| Employee contributions |
|
|
$ |
23,734,044 |
|
| Employer contributions |
|
|
|
11,379,559 |
|
|
| |
|
| | | |
| 35,113,603 |
|
| |
| Net appreciation in fair value of investments | | |
| 5,270,904 |
|
| Dividends and interest | | |
| 6,631,171 |
|
|
| |
|
| Total additions | | |
| 47,015,678 |
|
| |
|
|
|
|
|
| DEDUCTIONS: | | |
| Benefits paid to participants | | |
| (21,696,133 |
) |
| Administrative expenses |
|
|
|
(144,987 |
) |
| Net transfers | | |
| (978,461 |
) |
|
| |
|
| Total deductions | | |
| (22,819,581 |
) |
|
| |
|
| Net increase in net assets available for benefits | | |
| 24,196,097 |
|
| |
|
|
|
|
|
| NET ASSETS AVAILABLE FOR BENEFITS, |
|
|
|
|
|
| beginning of year |
|
|
$ |
257,259,188 |
|
|
| |
|
| NET ASSETS AVAILABLE FOR BENEFITS, |
|
|
|
|
|
| end of year |
|
|
$ |
281,455,285 |
|
|
| |
|
| |
|
|
|
|
|
| See accompanying notes to financial statements | | |
3
ARVINMERITOR, INC.
SAVINGS PLAN
NOTES TO FINANCIAL
STATEMENTS
1. DESCRIPTION OF THE
PLAN
| |
The following general description of the amended and restated ArvinMeritor, Inc. Savings Plan (the “Plan”),
in effect at December 31, 2004, is provided for general information purposes only. Participants should refer
to the Plan document for more complete information |
| |
General
— The Plan was established October 1, 1997. The Plan is a defined contribution savings plan covering all
eligible employees of ArvinMeritor, Inc. and certain affiliated companies (the “Company”). Eligible
employees may participate in the Plan immediately on the date on which they become an employee. The Plan is
administered by the Company’s Employee Benefit Plan Committee and the Plan Administrator. The Trustee for
the Plan assets is T. Rowe Price Trust Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974. |
| |
The employer matching account held under the Plan is an employee stock ownership plan (ESOP). As a
result, when participants’ accounts receive cash dividends on ArvinMeritor stock they have the option
of reinvesting the dividend in ArvinMeritor stock or receiving the dividend as a cash distribution. In
addition, the ESOP allows participants who have attained either age 55 with 10 years of vesting service
or age 60, the right to transfer funds out of Company stock and into one of the other investment
options under the Plan.
|
| |
The Plan allows participants who are over age 50 by the end of the plan year to make additional pre-tax
contributions up to the limits prescribed under recent changes to the Internal Revenue Code. |
| |
On December 31, 2003, the Zeuna Staerker USA, Inc. Profit Sharing 401(K) Plan was merged into the Plan. This
has been reflected as a receivable due from other plans on the statement of net assets available for benefits
at December 31, 2003. |
| |
Contributions
– Eligible employees may elect to contribute up to 20% of their base compensation, by electing to defer receipt
of compensation (pre-tax contribution) or authorizing deductions from compensation (after-tax contribution).
Participants can elect to have their contributions invested in 5% increments in various investment funds. |
| |
The participants are immediately eligible for matching contributions. The Company matches 100% of the
participant’s contribution up to the first 3% of eligible compensation and 50% of the participant’s
contribution on the next 3% of eligible compensation. Company contributions may be in the form of
ArvinMeritor common stock or cash invested in ArvinMeritor common stock (see Note 7. Subsequent Event for
information on recent changes to investment options for Company matching contributions). The Company match
for eligible employees in a non-consolidated joint venture is payable in cash. |
| |
Vesting
– Amounts attributable to participant contributions and Company contributions are fully vested at all times. |
4
| |
Plan
Withdrawals – Amounts contributed may be withdrawn by, or distributed to, a participant only upon (1) termination of
employment or (2) attaining the age of 59 ½. Pre-tax withdrawals prior to attaining age 59 ½ are not
permitted except in the event of retirement, disability or as a hardship distribution. Certain income tax
penalties may apply to withdrawals or distributions prior to age 59 ½. |
| |
Payment
of Benefits – On termination of service due to death, disability, retirement or other reasons, a participant would
generally receive an amount equal to the value of the participant’s vested interest in their account as a
lump-sum distribution. |
| |
Transfers
– The Plan allows for transfers for employees changing status between
hourly and salary to move invested assets to the Plan that correlates to their current status. |
| |
Loans
to Participants – Participants may borrow from the Plan an amount not less than $1,000 and not greater than the lesser of (i)
$50,000 less the amount of loans outstanding during the preceding 12-month period, (ii) amounts in the
participant’s account attributable to participant contributions, or (iii) one-half of the participant’s
vested account balance. |
| |
Interest is charged at 1% over the prime rate, which is defined as the base rate on corporate loans posted by
at least 75% of the 30 largest U.S. banks. The loans are repaid through payroll deductions over periods not
to exceed 60 months unless for the purchase of a primary residence. Payments of principal and interest are
reinvested under the participant’s current investment election for new contributions. |
| |
Participant
Accounts – Each participant’s account is credited with the participant’s contribution and an allocation of the Company’s
contribution and Plan earnings and charged with an allocation of administrative expenses. Allocations are
based on a participant’s earnings or account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant’s vested account. |
| |
Plan
Termination – Although the Company has not expressed any intent to terminate the Plan, it reserves the right to do so at
any time. |
2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
| |
Basis
of Accounting – The financial statements of the Plan are prepared
under the accrual method of accounting. |
| |
Investment
Valuation – Investments, other than benefit-responsive investment contracts, are stated at fair value as measured by
readily available market prices. The T. Rowe Price Stable Value Common Trust Fund is comprised of individual
investment contracts, including synthetic investment contracts, and is stated at contract value. The
investment contracts are nontransferable, but provide for benefit-responsive withdrawals by plan participants
at contract value. Benefit-responsive withdrawals are provided on a proportional basis by the issuers of the
investment contracts. The trustee’s valuation committee primarily considers factors such as the benefit
responsiveness of the investment contract and the ability of the parties to the investment contract to
perform in accordance with the terms of the contract. Generally, contract value approximates fair value
(contributions made plus interest accrued at the contract rate, less withdrawals and fees). If, however an
event has occurred that may impair the ability of the contract issuer to perform in accordance with the
contract term, fair value may be less than contract value. |
| |
Security
Transactions and Investment Income – Purchases and sales of securities are reported on a trade date basis. Dividends are recorded on the
ex-dividend date and interest income is recorded on the accrual basis. |
5
| |
Plan
Expenses – Administrative expenses of the Plan are paid by the Plan or the Company, as provided by the Plan document. |
| |
Benefit
Payments – Benefits are recorded when paid. |
| |
Use
of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates. |
| |
Market
Risk – The Plan utilizes various investments, which are exposed to various risks such as interest rate, foreign
currency, credit and overall market volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in the Statement of Net Assets
Available for Benefits. |
3. INVESTMENTS
| |
The
following presents investments that represent 5 percent or more of the Plan’s net
assets available for benefits: |
|
December 31, |
December 31, |
|
2004
|
2003
|
| Mutual Funds: |
|
|
|
|
|
|
|
|
| T. Rowe Price Growth and Income Fund | | |
$ | 25,293,244 |
|
$ | 21,774,797 |
|
| T. Rowe Price Balanced Fund | | |
| 15,747,952 |
|
| 14,120,401 |
|
| T. Rowe Mid-Cap Growth Fund | | |
| 20,520,147 |
|
| 14,477,263 |
|
| Common Stock: | | |
| ArvinMeritor* | | |
| 73,650,975 |
|
| 72,460,166 |
|
| ArvinMeritor | | |
| 16,213,313 |
|
| 18,125,002 |
|
| T. Rowe Price Stable Value Common Trust Fund - at contract value | | |
| 45,853,512 |
|
| 45,485,721 |
|
| T. Rowe Price Equity Index Trust Fund | | |
| 36,561,201 |
|
| 34,257,649 |
|
| |
* Nonparticipant - directed as of December 31, 2004 and 2003 (see Note 7.
Subsequent Event for information on recent changes to this provision of the
Plan). |
| |
During
2004, the Plan’s investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in value as follows: |
|
Year Ended |
|
December 31, 2004
|
| Mutual Funds |
|
|
$ |
10,853,092 |
|
| Common Stock | | |
| (5,582,188 |
) |
|
| |
|
| Net appreciation | | |
$ | 5,270,904 |
|
|
| |
|
6
4. NONPARTICIPANT –
DIRECTED INVESTMENTS
| |
Information
about the net assets available for benefits and the significant components of the changes
in net assets available for benefits relating to the nonparticipant-directed investments
is as follows: |
|
2004
|
| Net assets - ArvinMeritor Common Stock Fund - December 31, 2003 |
|
|
$ |
72,460,166 |
|
| Changes in net assets available for benefits: | | |
| Employer contributions | | |
| 11,092,552 |
|
| Net depreciation | | |
| (4,447,203 |
) |
| Dividends | | |
| 1,231,391 |
|
| Benefits paid to participants or beneficiaries | | |
| (4,940,928 |
) |
| Other - exchanges out and fees | | |
| (1,745,003 |
) |
|
| |
| Net increase in net assets available for benefits | | |
| 1,190,809 |
|
|
| |
| Net assets - ArvinMeritor Common Stock Fund - December 31, 2004 | | |
$ | 73,650,975 |
|
|
| |
See Note 7. Subsequent Event for
information on recent changes to investment options for Company matching contributions.
5. TAX STATUS
| |
The Internal Revenue Service determined and informed the Company by a letter dated September 25, 2003, that
the Plan was designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan
has been amended since receiving the determination letter. However, the plan administrator and the Plan’s
tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the
Plan’s financial statements |
6. RELATED PARTY
TRANSACTIONS
| |
Plan investments are shares of mutual funds managed by T. Rowe Price. T. Rowe Price is the trustee as
defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan
paid T. Rowe Price trustee, administrative and other fees of $95,200 during the Plan year ended December 31,
2004. |
7. SUBSEQUENT EVENT
| |
Effective June 1, 2005, the Plan was amended to remove restrictions on investment of Company matched
contributions. Participants may now elect to diversify into other investment funds all or any portion of
Company stock received prior to June 1, 2005 as a Company match. Subsequent to June 1, 2005, Company matched
contributions are no longer required to be invested in ArvinMeritor, Inc., stock. Instead, the Company match
is invested according to the investment mix participants have elected for their own contributions. |
7
ARVINMERITOR, INC.
SAVINGS PLAN
SCHEDULE H, LINE 4I
— SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2004
|
Description of Investment |
|
| Identity of Issuer, |
Including Maturity Date, |
|
| Borrower, Lessor |
Rate of Interest, Collateral, |
Current |
or Similar Party
|
Par or Maturity Value
|
Value
|
| * T. Rowe Price |
|
|
International Stock Fund |
|
|
$ |
5,801,299 |
|
| * T. Rowe Price | | |
Equity Index Trust Fund | | |
| 36,561,201 |
|
| * T. Rowe Price | | |
Growth and Income Fund | | |
| 25,293,244 |
|
| * T. Rowe Price | | |
Mid-Cap Growth Fund | | |
| 20,520,147 |
|
| Franklin | | |
Small-Cap Stock Fund | | |
| 13,223,325 |
|
| * T. Rowe Price | | |
Balanced Fund | | |
| 15,747,952 |
|
| * T. Rowe Price | | |
Stable Value Common Trust Fund | | |
| 45,853,512 |
|
| Janus Fund | | |
Large-Cap Growth Fund | | |
| 5,488,001 |
|
| Pimco | | |
US Treasury Intermediate Fund | | |
| 7,147,193 |
|
| * T. Rowe Price | | |
Retirement 2010 Fund | | |
| 1,727,735 |
|
| * T. Rowe Price | | |
Retirement 2020 Fund | | |
| 2,898,187 |
|
| * T. Rowe Price | | |
Retirement 2030 Fund | | |
| 1,384,310 |
|
| * T. Rowe Price | | |
Retirement 2040 Fund | | |
| 828,317 |
|
| * T. Rowe Price | | |
Retirement Income Fund | | |
| 566,998 |
|
| | | |
Cash | | |
| 50,179 |
|
| ArvinMeritor | | |
ArvinMeritor Common Stock | | |
| 89,864,288 |
|
| * Participant loans | | |
Rates recorded at 1% over prime rate, and | | |
| | | |
maturities up to 60 months | | |
| 8,322,197 |
|
|
|
| |
| | | |
| | |
$ | 281,278,085 |
|
|
|
| |
| | |
8
ARVINMERITOR, INC.
SAVINGS PLAN
SCHEDULE H, LINE 4J — SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
| |
Series of transactions, when
aggregated, involving an amount in excess of 5% of beginning plan net assets. |
|
|
|
|
|
(h) |
|
| (a) |
|
|
|
|
Current Value |
|
| Identity |
|
(c) |
(d) |
(g) |
of Asset on |
|
| of Party |
(b) |
Purchase |
Selling |
Cost of |
Transaction |
(l) |
Involved
|
Description of Asset
|
Price
|
Price
|
Asset
|
Date
|
Loss
|
| T. Rowe Price |
|
|
ArvinMeritor Common Stock |
|
|
$ |
10,993,348 |
|
$ |
— |
|
$ |
10,993,348 |
|
$ |
10,993,348 |
|
$ |
— |
|
| T. Rowe Price | | |
ArvinMeritor Common Stock | | |
$ | — |
|
$ | 5,071,527 |
|
$ | 4,733,152 |
|
$ | 5,071,527 |
|
$ | 338,375 |
|
| T. Rowe Price | | |
Stable Value Common Trust Fund | | |
$ | 7,652,663 |
|
$ | — |
|
$ | 7,652,663 |
|
$ | 7,652,663 |
|
$ | — |
|
| T. Rowe Price | | |
Stable Value Common Trust Fund | | |
$ | — |
|
$ | 7,228,698 |
|
$ | 7,228,698 |
|
$ | 7,228,698 |
|
$ | — |
|
9
SIGNATURES
| |
The
Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized. |
ARVINMERITOR, INC. SAVINGS PLAN
By: /s/ Richard D. Greb, Plan Administrator
Richard D. Greb, Plan Administrator
June 29, 2005
10
EXHIBIT
EX NO. DESCRIPTION
23 CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
11