SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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)
This Form 11K/A amends the Annual Report on Form 11-K of the ArvinMeritor, Inc.
Savings Plan for the fiscal year ended December 31, 2003, filed June 25, 2004,
to revise the report of the independent registered public accounting firm to
make reference to their audit having been conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), and to re-file
the Consent of Independent Registered Public Accounting Firm. There were no
other changes to the Form 11-K for the fiscal year ended December 31, 2003.
Table of Contents
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available
For Benefits for the Year ended December 31, 2003 3
Notes to Financial Statements 4-7
Supplemental Schedules as of and for the Year ended December 31, 2003:
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 to Participants therein:
We have audited the accompanying statements of net assets available for benefits
of ArvinMeritor, Inc. Savings (the "Plan") as of December 31, 2003 and 2002 and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2003. 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 the 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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,
2003 and 2002 and the changes in net assets available for benefits for the year
ended December 31, 2003 in conformity with the 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 accompanying supplemental schedules,
"Form 5500, Part IV, Schedule H, Line 4i - Schedule of Assets (Held at End of
Year) and Line 4j - Schedule of Reportable Transactions", as of December 31,
2003 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
supplemental schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the basic 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 25, 2004
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ARVINMERITOR, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
2003 2002
------------ ------------
ASSETS
Investments $254,757,323 $187,801,052
Due from other plan 2,538,053 --
------------ ------------
TOTAL ASSETS 257,295,376 187,801,052
LIABILITIES - Accrued expenses 36,188 35,140
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $257,259,188 $187,765,912
============ ============
See accompanying notes to financial statements.
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ARVINMERITOR, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2003
Year Ended
December 31, 2003
-----------------
ADDITIONS:
Employee contributions $ 19,780,959
Employer contributions 9,919,447
-------------
29,700,406
Net appreciation in fair value of investments 50,426,536
Dividends and interest 4,613,566
Net transfers 2,101,578
-------------
Total additions 86,842,086
DEDUCTIONS:
Benefits paid to participants (17,158,448)
Administrative expenses (190,362)
-------------
Total deductions (17,348,810)
Net increase in net assets available for benefits 69,493,276
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 187,765,912
-------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 257,259,188
=============
See accompanying notes to financial statements.
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ARVINMERITOR, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2003
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, 2003, 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.
Effective October 1, 2002, the employer matching account held under the
Plan was converted into 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 conversion to an 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.
Effective January 1, 2002 the plan was amended to allow 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, and included in the net transfers on the Statement of Changes in Net
Assets Available for Benefits.
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. The
Company match for employees in a joint venture is payable in cash.
Vesting - Amounts attributable to participant contributions and Company
contributions are fully vested at all times.
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 1/2. Withdrawals prior to attaining
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age 59 1/2 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 1/2.
Payment of Benefits - On termination of service due to death, disability
or retirement, a participant generally receives an amount equal to the value of
the participant's vested interest in their account in a lump-sum amount. For
termination of service due to other reasons, a participant may receive the value
of the vested interest in their account as a lump-sum distribution.
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 generally
not to exceed 60 months. 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
are 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 for 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 the contract terms.
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.
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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. 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% or more of the Plan's
net assets.
December 31, December 31,
2003 2002
----------- -----------
Mutual Funds:
T. Rowe Price Growth and Income Fund $21,774,797 $15,271,653
T. Rowe Price Balanced Fund 14,120,401 10,907,184
T. Rowe Price Mid-Cap Growth Fund 14,477,263 --
Common Stock:
ArvinMeritor * 72,460,166 44,680,663
ArvinMeritor 18,125,002 11,863,364
T. Rowe Price Stable Value Common Trust Fund - at contract value 45,485,721 45,101,485
T. Rowe Price Equity Index Trust Fund 34,257,649 26,204,480
* Nonparticipant - directed
During 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the period)
appreciated in value as follows:
Year Ended
December 31, 2003
-----------------
Common Stock $28,044,840
Mutual Funds 22,381,696
-----------
Net appreciation $50,426,536
===========
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4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments is as
follows:
2003
------------
Net assets - ArvinMeritor Common Stock Fund - December 31, 2002 $ 44,680,663
Changes in net assets:
Employer contributions 9,743,209
Net appreciation 22,203,243
Dividends 1,126,674
Benefits paid to participants or beneficiaries (3,621,286)
Other - exchanges out and fees (1,672,337)
------------
Net increase in net assets 27,779,503
Net assets - ArvinMeritor Common Stock Fund - December 31, 2003 $ 72,460,166
============
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 Company and the
Plan administrator believe that the Plan is designed and is currently being
operated in compliance with the applicable sections of the Code and as a result,
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.
7. SUBSEQUENT EVENT
Effective January 1, 2004, the Company added five new retirement fund
options to the Plan. The new retirement Fund options include the following
funds: T. Rowe Price Retirement Income Fund, T. Rowe Price Retirement 2010 Fund,
T. Rowe Price Retirement 2020 Fund, T. Rowe Price Retirement 2030 Fund and T.
Rowe Price Retirement 2040 Fund. These new options are a fund of funds which
allocate assets in accordance with a targeted retirement horizon for the
employee.
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ARVINMERITOR, INC. SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT YEAR END)
AS OF DECEMBER 31, 2003
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 $ 3,961,411
* T. Rowe Price Equity Index Trust Fund 34,257,649
* T. Rowe Price Growth and Income Fund 21,774,797
* T. Rowe Price Mid-Cap Growth Fund 14,477,263
Franklin Small-Cap Stock Fund 11,099,384
* T. Rowe Price Balanced Fund 14,120,401
* T. Rowe Price Stable Value Common Trust Fund 45,485,721
Janus Fund Large-Cap Growth Fund 4,930,685
Pimco US Treasury Intermediate Fund 6,623,686
Cash 126,610
* ArvinMeritor ArvinMeritor Common Stock 90,585,168
* Participant loans Rates recorded at 1% over prime
rate, and maturities up to
120 months 7,314,548
------------
$254,757,323
============
* Party-in-interest.
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ARVINMERITOR, INC. SAVINGS PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
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 (l)
of Party (b) Purchase Selling Cost of Transaction Net Gain/
Involved Description of Asset Price Price Asset Date (Loss)
T. Rowe Price ArvinMeritor Common Stock $ 9,885,724 $ -- $ 9,885,724 $ 9,885,724 $ --
(53 purchases)
T. Rowe Price ArvinMeritor Common Stock $ -- $ 4,147,574 $ 4,484,796 $ 4,147,574 $ (337,222)
(173 sales)
T. Rowe Price Stable Value Common Trust Fund $ 7,395,812 $ -- $ 7,395,812 $ 7,395,812 $ --
(105 purchases)
T. Rowe Price Stable Value Common Trust Fund $ -- $ 7,033,899 $ 7,033,899 $ 7,033,899 $ --
(147 sales)
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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
-------------------
Richard D. Greb, Plan Administrator
July 14, 2004
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