UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2006
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
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| Indiana
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1-15983
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38-3354643 |
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.) |
2135 West Maple Road
Troy, Michigan
(Address of principal executive offices)
48084-7186
(Zip code)
Registrant’s telephone number, including area code: (248) 435-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
ArvinMeritor, Inc. (“company”) is filing this Current Report on Form 8-K to update the historical
financial statements included in its Annual Report on Form 10-K for the fiscal year ended October
2, 2005 (“Form 10-K”), for presentation of the light vehicle ride control business as discontinued
operations.
As reported in the company’s Quarterly Report on Form 10-Q for the quarterly period ended January
1, 2006 (“Form 10-Q”), the company sold its light vehicle ride control business located in Asti,
Italy in December 2005, and this sale, together with the previous divestiture of the company’s
shareholdings in its AP Amortiguadores, S.A. joint venture in the second quarter of fiscal year
2004, substantially completed the company’s plan to exit the company’s light vehicle ride control
business. The exiting of this business meets the requirements under Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS
No. 144”), for classification as discontinued operations. As a result, in the Form 10-Q the light
vehicle ride control business was presented as discontinued operations in the consolidated
statement of income and consolidated statement of cash flows for the three months ended December 31, 2005, and all prior periods in the Form
10-Q were restated to reflect that presentation.
Under requirements of the Securities and Exchange Commission (“SEC”), the same classification as
discontinued operations required by SFAS No. 144 is also required for previously issued financial
statements included in the company’s Form 10-K, if those financial statements are to be
incorporated by reference in filings with the SEC made under the Securities Act of 1933, as
amended, even though those financial statements relate to periods prior to the light vehicle ride
control business being classified as discontinued operations.
Accordingly, the company’s revised audited consolidated financial statements for the fiscal years
ended September 30, 2005, 2004 and 2003, and the related Management’s Discussion and Analysis of
Financial Condition and Results of Operations (MD&A), reflecting this classification are filed as Exhibit
99 to this Current Report on Form 8-K. This reclassification has no effect on the company’s
reported net income for any reporting period and has no material effect on the company’s results of
operations or financial condition. The revised sections of the Form 10-K included in this Current
Report have not otherwise been updated for events occurring after the date of the consolidated
financial statements, which were originally presented in the Form 10-K filed on November 18, 2005.
The MD&A included in this Current Report has also been revised to
discuss cash flows from operations as that term is defined by
accounting principles generally accepted in the United States of
America. All other information in the Form 10-K remains unchanged. This report should be read in
conjunction with the Form 10-K (except for Items 7 and 8, which are included in this report).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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99 |
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Revised Management’s Discussion and Analysis of Financial Condition and
Results of Operations and revised Consolidated Financial Statements and Supplementary
Data for the fiscal years ended September 30, 2005, 2004 and 2003 (Part II, Items 7
and 8 of the company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005,
filed with the SEC on November 18, 2005). |