-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhuGqXAK8c2Go5VBHPWSZURr/O4oWHuvSYnl1rmGEEQMX1MsHAUG8qEkltvMR0Rb 06I7U9Js2kBjaNQ3xogWNg== 0001189233-07-000148.txt : 20071220 0001189233-07-000148.hdr.sgml : 20071220 20071219182839 ACCESSION NUMBER: 0001189233-07-000148 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARVINMERITOR INC CENTRAL INDEX KEY: 0001113256 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383354643 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15983 FILM NUMBER: 071317406 BUSINESS ADDRESS: STREET 1: 2135 W MAPLE ROAD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2484351000 FORMER COMPANY: FORMER CONFORMED NAME: MU SUB INC DATE OF NAME CHANGE: 20000501 10-K/A 1 arm10ka12192007.htm ARM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K/A (Amendment no. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2007

Commission file number 1-15983


ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter) 

Indiana

 

 

 

38-3354643

 

(State or other jurisdiction of incorporation or organization)

 

 

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

 

2135 West Maple Road
Troy, Michigan

 

 

 

48084-7186

 

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (248) 435-1000

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class

 

Name of each exchange on which registered

 

Common Stock, $1 Par Value (including the
associated Preferred Share Purchase Rights)

 

New York Stock Exchange

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes

[ X ]

 

No [     ]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes

[     ]

 

No [ X ]

 

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.

 

Yes

[ X ]

 

No [     ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[ X ]    

Accelerated filer [     ]       Non-accelerated filer [     ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

 

Yes

[     ]

 

No [ X ]

 

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on March 30, 2007 (the last business day of the most recently completed second fiscal quarter) was approximately $1,290.5 million.

 

72,581,806 shares of the registrant’s Common Stock, par value $1 per share, were outstanding on November 30, 2007.

 

DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of the registrant to be held on January 25, 2008 is incorporated by reference into Part III, of the Annual Report on Form 10-K for the fiscal year ended September 30, 2007.


EXPLANATORY NOTE - AMENDMENT

 

ArvinMeritor, Inc. (the “company” or “ArvinMeritor) is filing this Form 10-K/A to include in its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “Annual Report”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, financial statements and related notes of Meritor WABCO Vehicle Control Systems (“Meritor WABCO”), an unconsolidated joint venture in which the company owns a 50% interest.

 

Rule 3-09 of Regulation S-X provides that if a 50% or less owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20% for 10%, separate financial statements for such 50% or less owned person shall be filed. Meritor WABCO did meet such test as of and for the years ended October 1, 2006 and October 2, 2005 and the company has included in this Form 10-K/A the required audited financial statements for those periods. However, as Meritor WABCO did not meet the significance test as of and for the year ended September 30, 2007, ArvinMeritor is only required to file unaudited financial statements for that period. ArvinMeritor has included in this Form 10-K/A Meritor WABCO’s unaudited financial statements for the year ended September 30, 2007. Item 15 is the only portion of the Annual Report being supplemented or amended by this Form 10-K/A.

 

Additionally, in connection with the filing of this Form 10-K/A and pursuant to Securities and Exchange Commission (“SEC”) rules, ArvinMeritor is including currently dated certifications. This Form 10-K/A does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report. Accordingly, this Form 10-K/A should be read in conjunction with ArvinMeritor’s filings with the SEC subsequent to the filing of the Annual Report.

 

PART IV

Item 15. Exhibits and Financial Statement Schedules.

 

(a) Financial Statements, Financial Statement Schedules and Exhibits.

 

(1) Financial Statements.

 

The following financial statements and related notes were filed as part of the Annual Report filed with the SEC on November 19, 2007 (all financial statements listed below are those of the company and its consolidated subsidiaries):

 

Consolidated Statement of Operations, years ended September 30, 2007, 2006 and 2005.

 

 

Consolidated Balance Sheet, September 30, 2007 and 2006.

 

 

Consolidated Statement of Cash Flows, years ended September 30, 2007, 2006 and 2005.

 

 

Consolidated Statement of Shareowners' Equity, years ended September 30, 2007, 2006 and 2005.

 

Notes to Consolidated Financial Statements.

 

 

Report of Independent Registered Public Accounting Firm.

 

The following financial statements and related notes of Meritor WABCO Vehicle Control Systems are included in this Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:

        Financial Statements as of and for the Year Ended September 30, 2007 (Unaudited).

        Financial Statements as of and for the Years Ended September 30, 2006 and 2005, and Independent Auditors'

        Report.




















Meritor WABCO

Vehicle Control Systems

Financial Statements as of and for the

Year Ended September  30, 2007, (Unaudited)

 

 

 









MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

 

BALANCE SHEET

 

AS OF SEPTEMBER 30, 2007 (Unaudited)

 

 

 

 

 

ASSETS

 

CURRENT ASSETS:

 

Cash and cash equivalents

$2,288,727

Accounts receivable:

 

Trade, net of allowance for doubtful accounts of $180,043

 

  as of September 30, 2007

19,165,962

  Related parties:

 

  Meritor Brake Systems, Inc.

3,410,732

  WABCO Automotive Control Systems, Inc.

897

Inventories

25,163,321

Prepaid and other current assets

158,377

Total current assets

50,188,016

PROPERTY AND EQUIPMENT:

 

Machinery and equipment

4,548,533

Autos and trailers

879,902

Furniture and fixtures

3,712,511

Facility improvements

1,144,895

Construction in progress

14,615

Total property and equipment

10,300,456

Less accumulated depreciation

(8,129,587)

Property and equipment — net

2,170,869

OTHER ASSETS

133,333

TOTAL ASSETS

    $52,492,218

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

CURRENT LIABILITIES:

 

Accounts payable:

 

Trade

$2,387,036

Related parties:

 

Meritor Brake Systems, Inc.

2,888,798

WABCO Automotive Control Systems, Inc.

20,598,174

Accrued liabilities:

 

Compensation

1,303,546

Customer incentives

173,268

Other

644,520

Total current liabilities

27,995,342

COMMITMENTS AND CONTINGENCIES (Notes 5 and 7)

 

PARTNERS’ CAPITAL:

 

Meritor Brake Systems, Inc.

12,248,438

WABCO Automotive Control Systems, Inc.

12,248,438

Total partners’ capital

24,496,876

TOTAL LIABILITIES AND PARTNERS' CAPITAL

$52,492,218

See notes to financial statements

 

 





MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

 

STATEMENT OF NET INCOME

 

FOR THE YEAR ENDED SEPTEMBER 30, 2007 (Unaudited)

 

 

 

NET SALES

 $204,676,673

COST OF GOODS SOLD

174,942,922

GROSS PROFIT

29,733,751

OPERATING EXPENSES:

 

Services purchased from related parties:

 

Salary and benefits

9,082,055

Selling and promotion

2,100,455

Research and development

460,432

Rent

389,951

Other

947,557

Total services purchased from related parties

12,980,450

Selling and promotion

908,150

Supplies

654,943

Travel

731,087

Other purchased services

2,324,468

Depreciation and amortization

199,332

Other operating expenses

1,442,878

Total operating expenses

19,241,308

INCOME FROM OPERATIONS

10,492,443

OTHER INCOME

1,340,985

NET INCOME

   $11,833,428

See notes to financial statements

 

 

 





MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

STATEMENTS OF CASH FLOWS

 

FOR THE YEAR ENDED SEPTEMBER 30, 2007 (Unaudited)

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$11,833,428

Adjustments to reconcile net income to net cash provided by

 

operating activities:

 

Depreciation and amortization

1,233,541

Loss on disposal of assets

478

Provision for doubtful accounts

86,600

Change in assets and liabilities provided by (used in) cash:

 

Trade and related-party accounts receivable

7,485,545

Inventories

6,827,267

Other assets

(14,602)

Trade and related-party accounts payable

(8,652,558)

Accrued liabilities

  (2,418,254)

 

 

Net cash provided by operating activities

16,381,445

 

 

CASH FLOWS USED IN INVESTING ACTIVITIES —

 

Acquisition of property and equipment

(526,797)

 

 

CASH FLOWS FROM FINANCING ACTIVITIES — Partners’

 

distributions:

 

Meritor Brake Systems, Inc.

(10,000,000)

WABCO Automotive Control Systems, Inc.

(10,000,000)

 

 

Cash used in financing activities

(20,000,000)

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

(4,145,352)

 

 

CASH AND CASH EQUIVALENTS — Beginning of year

6,434,079

 

 

CASH AND CASH EQUIVALENTS — End of year

    $2,288,727

 

 

See notes to financial statements

 

 





MERITOR WABCO VEHICLE CONTROL SYSTEMS

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED SEPTEMBER 30, 2007 (Unaudited)

1.

FORMATION AND OWNERSHIP STRUCTURE

Description of the Business — Meritor WABCO Vehicle Control Systems (the “Company”) (formerly Rockwell WABCO Vehicle Control Systems) was formed on December 7, 1989, as a joint venture between WABCO Automotive Control Systems, Inc. (“WABCO”), a subsidiary of American Standard Inc., and Rockwell Brake Systems, Inc. (“Rockwell”), a subsidiary of Rockwell International (“Corporation”) (together, the “Partners”), and began operations on February 1, 1990. In 1997, Meritor Automotive, Inc. (“Meritor”) was spun out of Rockwell. As a part of this transaction, Rockwell’s partnership interest in the Company was transferred to Meritor Brake Systems, Inc. On July 31, 2007, Wabco Holdings Inc. was spun off by American Standard Inc. Wabco Holdings Inc. is now the parent of WABCO. The Company's principal business is the sale of antilock braking and conventional air systems and other vehicle control systems for use on medium and heavy-duty trucks, buses, and trailers. Capital contributions and returns are made in equal proportions to maintain each Partner’s interest in the Company at 50%. All items of income or expense are allocated to the Partners in proportion to their respective cumulative capital contributions.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories — Inventories are stated at the lower of cost or market, using standard costing, which approximates actual cost on a first-in, first-out basis. Inventory at September 30, 2007, consists principally of components held for resale and includes approximately $8,260,000 of inventory in transit.

Property and Equipment — Property and equipment is stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which are 3 to 25 years. Expenditures for maintenance and repairs are charged to operations. Expenditures for betterments or major renewals are capitalized and depreciated over their useful lives.

Foreign Currency — The Company purchases a significant portion of productive inventory from related parties in Europe. The Company has an agreement with certain of these related parties whereby if the difference between the currency exchange rate at the time of purchase and an agreed-upon currency exchange rate exceeds 3%, the Company and the related party share the foreign currency gain or loss equally. The Company settles significant currency fluctuations with certain related parties through the payable owed to those parties (see Note 3). The Company uses the U.S. dollar as its functional currency. The Company’s share of foreign currency gains or losses is reflected in income currently. The Company had foreign currency losses of approximately $1,221,700 in 2007.

Revenue Recognition — The Company recognizes revenue upon shipment of product to customers when title and risk of loss pass to the customer.

Income Taxes — No provision for income taxes has been made as it is the Partners’ responsibility for federal, state, and local income taxes.

Warranty — Substantially all warranty claims are the responsibility of the product supplier. The Company processes claims on behalf of the product supplier. Certain warranty claims presented by customers that do not meet the warranty coverage terms provided by the product supplier may be paid by the Company. Payment of these claims is based on approval of the Company and is discretionary as the Company has not warranted such products. Amounts paid are recorded as expense in the period that the Company approves of such claims.

Estimates — The preparation of the Company’s 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 disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3.

RELATED-PARTY TRANSACTIONS

The Company has no employees, but purchases employee and other services from the Partners. Total expenses for services from related parties during the year ended September 30, 2007 recorded in cost of goods sold and other operating expenses were as follows:

Meritor Brake Systems, Inc.

$20,111,037

American Standard Inc.

1,855,242

Total

  $21,966,279

 

Additionally, during the year ended September 30, 2007, the Company purchased approximately $137,632,666 in productive inventory from related parties and recorded sales of approximately $31,771,840 to related parties.

4.

SALES AND ACCOUNTS RECEIVABLE

The Company had significant sales to five major customers in 2007. Sales made to these customers in total and as a percentage of total sales made by the Company during 2007 are disclosed in the table below. In addition, accounts receivable from these customers as of September 30, 2007 is disclosed in the table.

 

2007

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

 

Accounts

 

Customer

 

Total Sales

Sales

 

Receivable

 

 

 

 

 

 

(In millions)

 

 

 

 

 

 

 

 

1

 

24

%

 

$ 50

 

$ 2

 

2

 

24

 

 

50

 

7

 

3

 

13

 

 

27

 

2

 

4

 

12

 

 

25

 

3

 

5

 

7

 

 

15

 

2

 


A majority of the Company’s sales are to manufacturers of heavy-duty trucks and trailers. Many of the Company’s automotive industry customers are unionized, and work stoppages or slowdowns experienced by them could have an adverse effect on the Company’s results of operations. Substantially, all of the receivables are from companies operating in the domestic transportation equipment industry.

5.

CONTINGENCIES

The Company is involved in various legal proceedings, which arose in the ordinary course of its business. Although it is reasonably possible that the cases and the unasserted claim could have judgments rendered against the Company, the Company believes it has valid defenses against such proceedings and has instructed its legal counsel to contest these matters vigorously. No estimates of potential liability to the Company can be determined at this time. No amounts have been recorded as a liability for these proceedings as of September 30, 2007.

6.

PARTNERS' CAPITAL

The summary of partners’ capital accounts for the year ended September 30, 2007, is as follows:

 

Meritor

WABCO

Total

 

 

 

 

Balance — September 30, 2006

16,331,724

16,331,724

32,663,448

 

 

 

 

Net income for the year

5,916,714

5,916,714

11,833,428

 

 

 

 

Distributions

(10,000,000)

(10,000,000)

(20,000,000)

 

 

 

 

Balance — September 30, 2007

$12,248,438

$12,248,438

$24,496,876

 

7.

COMMITMENTS

The Company leases its principal operating facility, a warehouse located in Hebron, Kentucky. The lease commenced on October 1, 1999. The initial lease term was for a period of five years. In 2004, the Company exercised an option to extend the lease term through October 31, 2009. Upon expiration, the Company will have the option to renew for an additional period of five years through October 31, 2014. The lease agreement requires current monthly rentals plus the tenant’s share of property taxes and operating expenses. In addition, the Company leases office space in Troy, Michigan, from one of the joint venture partners on a month-to-month basis. Lease payments are made monthly. Total rental expense was approximately $1,223,264 for the year ended September 30, 2007. Future minimum lease payments for the years ending September 30, 2008 and 2009 are $415,000 and $439,000, respectively.













 

Meritor WABCO

Vehicle Control Systems

 

Financial Statements as of and for the

Years Ended September  30, 2006 and 2005,

and Independent Auditors’ Report

 













INDEPENDENT AUDITORS’ REPORT

To the Members of the Partnership Committee of

Meritor WABCO Vehicle Control Systems:

We have audited the accompanying balance sheets of Meritor WABCO Vehicle Control Systems (the “Company”) as of September 30, 2006 and 2005, and the related statements of net income and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 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 Company’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 financial position of the Company as of September 30, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Detroit, Michigan

December 15, 2006

 

 

 

 

 

 

MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

 

 

 

BALANCE SHEETS

 

 

AS OF SEPTEMBER 30, 2006 AND 2005

 

 

 

2006

2005

ASSETS

 

 

CURRENT ASSETS:

 

 

Cash and cash equivalents

$6,434,079

$907,565

Accounts receivable:

 

 

Trade, net of allowance for doubtful accounts of $58,710 and

 

 

   $121,417 as of September 30, 2006 and 2005, respectively

29,580,966

28,692,770

  Related parties:

 

 

   Meritor Brake Systems, Inc.

449,867

1,929,157

   WABCO Automotive Control Systems, Inc.

118,905

55,671

Inventories

31,990,588

33,286,775

Prepaid and other current assets

143,774

645,468

Total current assets

68,718,179

65,517,406

PROPERTY AND EQUIPMENT:

 

 

Machinery and equipment

4,387,237

4,245,996

Autos and trailers

659,742

614,246

Furniture and fixtures

3,602,018

3,365,907

Facility improvements

1,144,098

1,135,814

Construction in progress

117,675

       -      

Total property and equipment

9,910,770

9,361,963

Less accumulated depreciation

(7,132,680)

(5,811,113)

Property and equipment—net

2,778,090

3,550,850

OTHER ASSETS

233,333

333,333

TOTAL ASSETS

$71,729,602

$69,401,589

LIABILITIES AND PARTNERS’ CAPITAL

 

 

CURRENT LIABILITIES:

 

 

Accounts payable:

 

 

Trade

$2,501,632

$2,443,487

Related parties:

 

 

Meritor Brake Systems, Inc.

972,365

1,689,595

WABCO Automotive Control Systems, Inc.

30,933,982

28,543,207

American Standard Inc.

118,587

62,052

Accrued liabilities:

 

 

Compensation

1,226,142

931,093

Customer incentives

655,390

731,553

Other

2,658,056

575,638

Total current liabilities

39,066,154

34,976,625

COMMITMENTS AND CONTINGENCIES (Notes 5 and 7)

 

 

PARTNERS’ CAPITAL:

 

 

Meritor Brake Systems, Inc.

16,331,724

17,212,482

WABCO Automotive Control Systems, Inc.

16,331,724

17,212,482

Total partners’ capital

32,663,448

34,424,964

TOTAL LIABILITIES AND PARTNERS' CAPITAL

$71,729,602

$69,401,589

 

 

See notes to financial statements

 

 



MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

 

STATEMENTS OF NET INCOME

 

 

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

 

 

 

 

 

 

 

2006

2005

 

 

 

NET SALES

$249,426,052

$260,303,545

COST OF GOODS SOLD

206,095,002

218,264,749

GROSS PROFIT

43,331,050

42,038,796

 

 

 

OPERATING EXPENSES:

 

 

Services purchased from related parties:

 

 

Salary and benefits

8,779,039

7,768,038

Selling and promotion

1,951,093

2,323,376

Research and development

197,575

17,231

Rent

404,403

460,113

Other

1,012,775

1,393,352

Total services purchased from related parties

12,344,885

11,962,110

 

 

 

Selling and promotion

903,197

949,766

Supplies

489,004

272,844

Travel

720,935

621,181

Other purchased services

2,071,159

1,401,894

Depreciation and amortization

402,442

924,502

Other operating expenses

2,395,764

2,458,245

Total operating expenses

19,327,386

18,590,542

 

 

 

INCOME FROM OPERATIONS

24,003,664

23,448,254

OTHER INCOME

1,234,820

1,049,610

 

 

 

NET INCOME

$25,238,484

$24,497,864




See notes to financial statements







MERITOR WABCO VEHICLE CONTROL SYSTEMS

 

 

 

STATEMENTS OF CASH FLOWS

 

 

FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

 

 

 

 

 

 

 

2006

2005

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net income

$25,238,484

$24,497,864

Adjustments to reconcile net income to net cash provided by

 

 

operating activities:

 

 

Depreciation and amortization

1,483,753

2,145,056

Loss on disposal of assets

11,657

 

Provision for doubtful accounts

623,791

560,074

Change in assets and liabilities provided by (used in) cash:

 

 

Trade and related-party accounts receivable

(95,931)

250,322

Inventories

1,296,187

2,207,403

Other assets

501,694

(597,783)

Trade and related-party accounts payable

1,646,738

(6,085,411)

Accrued liabilities

2,301,305

489,929

 

 

 

Net cash provided by operating activities

33,007,678

23,467,454

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES—

 

 

Acquisition of property and equipment

(481,164)

(559,889)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES—Partners’

 

 

distributions:

 

 

Meritor Brake Systems, Inc.

(13,500,000)

(11,000,000)

WABCO Automotive Control Systems, Inc.

(13,500,000)

(11,000,000)

 

 

 

Cash used in financing activities

(27,000,000)

(22,000,000)

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

5,526,514

907,565

 

 

 

CASH AND CASH EQUIVALENTS—Beginning of year

907,565

        -        

 

 

 

CASH AND CASH EQUIVALENTS—End of year

$6,434,079

$907,565

 

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH

 

 

TRANSACTION—Purchase of property, plant, and equipment

 

 

financed through—accounts payable—trade

$141,488

$        -        



See notes to financial statements





MERITOR WABCO VEHICLE CONTROL SYSTEMS

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2006 AND 2005

1.

FORMATION AND OWNERSHIP STRUCTURE

Description of the Business—Meritor WABCO Vehicle Control Systems (the “Company”) (formerly Rockwell WABCO Vehicle Control Systems) was formed on December 7, 1989, as a joint venture between WABCO Automotive Control Systems, Inc. (“WABCO”), a subsidiary of American Standard Inc., and Rockwell Brake Systems, Inc. (“Rockwell”), a subsidiary of Rockwell International (“Corporation”) (together, the “Partners”), and began operations on February 1, 1990. In 1997, Meritor Automotive, Inc. (“Meritor”) was spun out of Rockwell. As a part of this transaction, Rockwell’s partnership interest in the Company was transferred to Meritor Brake Systems, Inc. The Company’s principal business is the sale of antilock braking and conventional air systems and other vehicle control systems for use on medium and heavy-duty trucks, buses, and trailers. Capital contributions and returns are made in equal proportions to maintain each Partner’s interest in the Company at 50%. All items of income or expense are allocated to the Partners in proportion to their respective cumulative capital contributions.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories—Inventories are stated at the lower of cost or market, using standard costing, which approximates actual cost on a first-in, first-out basis. Inventory at September 30, 2006 and 2005, consists principally of components held for resale and includes approximately $15,131,000 and $15,893,000, respectively, of inventory in transit.

Property and Equipment—Property and equipment is stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which are 3 to 25 years. Expenditures for maintenance and repairs are charged to operations. Expenditures for betterments or major renewals are capitalized and depreciated over their useful lives.

Foreign Currency—The Company purchases a significant portion of productive inventory from related parties in Europe. The Company has an agreement with certain of these related parties whereby if the difference between the currency exchange rate at the time of purchase and an agreed-upon currency exchange rate exceeds 3%, the Company and the related party share the foreign currency gain or loss equally. The Company offsets significant currency gains with certain related parties against the payable owed to those parties (see Note 3). The Company uses the U.S. dollar as its functional currency. The Company’s share of foreign currency gains or losses is reflected in income currently. The Company had foreign currency losses of approximately $738,076 and $5,459,377 in 2006 and 2005, respectively.

Revenue Recognition—The Company recognizes revenue upon shipment of product to customers when title and risk of loss pass to the customer.

Income Taxes—No provision for income taxes has been made as it is the Partners’ responsibility for federal, state, and local income taxes.

Warranty—Substantially all warranty claims are the responsibility of the product supplier. The Company processes claims on behalf of the product supplier. Certain warranty claims presented by customers that do not meet the warranty coverage terms provided by the product supplier may be paid by the Company. Payment of these claims is based on approval of the Company and is discretionary as the Company has not warranted such products. Amount paid are recorded as expense in the period that the Company approves of such claims.

Estimates—The preparation of the Company’s 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 disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3.

RELATED-PARTY TRANSACTIONS

The Company has no employees, but purchases employee and other services from the Partners. Total expenses for services from related parties during the years ended September 30, 2006 and 2005, recorded in cost of goods sold and other operating expenses, were as follows:

 

2006

2005

 

 

 

Meritor Brake Systems, Inc.

$20,487,640

$20,463,529

American Standard Inc.

1,528,790

1,993,174

Total

$22,016,430

$22,456,703

 

Additionally, during the years ended September 30, 2006 and 2005, the Company purchased approximately $158,522,218 and $176,878,905, respectively, in productive inventory from related parties and recorded sales of approximately $29,592,000 and $23,426,000 to related parties, respectively.

4.

SALES AND ACCOUNTS RECEIVABLE

The Company had significant sales to five major customers in 2006 and five in 2005. Sales made to these customers in total and as a percentage of total sales made by the Company during 2006 and 2005 are disclosed in the table below. In addition, accounts receivable from these customers as of September 30, 2006 and 2005 is disclosed in the table.

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

 

Accounts

Percentage of

 

Accounts

Customer

 

Total Sales

Sales

 

Receivable

Total Sales

Sales

Receivable

 

 

 

 

(In millions)

 

 

 

 

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

24

%

$ 60

 

$ 9

 

 

 

22

%

$ 59

 

$ 11

 

 

2

 

27

 

68

 

2

 

 

 

26

 

69

 

3

 

 

3

 

12

 

30

 

5

 

 

 

11

 

30

 

5

 

 

4

 

11

 

28

 

6

 

 

 

11

 

29

 

3

 

 

5

 

11

 

27

 

2

 

 

 

8

 

22

 

4

 

 

 

A majority of the Company’s sales are to manufacturers of heavy-duty trucks and trailers. Many of the Company’s automotive industry customers are unionized, and work stoppages or slowdowns experienced by them could have an adverse effect on the Company’s results of operations. Substantially, all of the receivables are from companies operating in the domestic transportation equipment industry.

During the years ended September 30, 2006 and 2005, the Company wrote off accounts receivable of $799,315 and $439,020, respectively, and had collections on amounts previously reserved for of $112,817 and $364, respectively. There was no balance in allowance for doubtful accounts at September 30, 2004.

5.

CONTINGENCIES

The Company is involved in various legal proceedings, which arose in the ordinary course of its business. The proceedings involve plaintiffs with various physical injuries including fatalities. There are multiple defendants involved in the cases. In addition, the Company has an unasserted claim made against it related to patent infringement. Although it is reasonably possible that the cases and the unasserted claim could have judgments rendered against the Company, the Company believes it has valid defenses against such proceedings and has instructed its legal counsel to contest these matters vigorously. No estimates of potential liability to the Company can be determined at this time. No amounts have been recorded as a liability for these proceedings as of September 30, 2006.

6.

PARTNERS' CAPITAL

The summary of partners’ capital accounts for the years ended September 30, 2006 and 2005, is as follows:

 

Meritor

WABCO

Total

 

 

 

 

Balance—September 30, 2004

$15,963,550

$15,963,550

$31,927,100

 

 

 

 

Net income for the year

12,248,932

12,248,932

24,497,864

 

 

 

 

Distributions

(11,000,000)

(11,000,000)

(22,000,000)

 

 

 

 

Balance—September 30, 2005

17,212,482

17,212,482

34,424,964

 

 

 

 

Net income for the year

12,619,242

12,619,242

25,238,484

 

 

 

 

Distributions

(13,500,000)

(13,500,000)

(27,000,000)

 

 

 

 

Balance—September 30, 2006

$16,331,724

$16,331,724

$32,663,448

 

7.

COMMITMENTS

The Company leases its principal operating facility, a warehouse located in Hebron, Kentucky. The lease commenced on October 1, 1999. The initial lease term was for a period of five years. In 2004, the Company exercised an option to extend the lease term through October 31, 2009. Upon expiration, the Company will have the option to renew for an additional period of five years through October 31, 2014. The lease agreement requires current monthly rentals plus the tenant’s share of property taxes and operating expenses. In addition, the Company leases office space in Troy, Michigan, from one of the joint venture partners on a month-to-month basis. Lease payments are made monthly. Total rental expense was approximately $1,164,529 and $1,143,450 for the years ended September 30, 2006 and 2005, respectively.

Future minimum lease payments for the fiscal years ending September 30, are as follows:

Years Ending

September 30

 

 

 

2007

$415,000

2008

415,000

2009

415,000

2010

23,900

 

 

Total

$1,268,900

 









(2) Financial Statement Schedule for the years ended September 30, 2007, 2006 and 2005. The following schedule was filed as part of the Annual Report filed with the SEC on November 19, 2007:

 

Schedule II - Valuation and Qualifying Accounts  

Schedules not filed with this Annual Report on Form 10-K are omitted because of the absence of conditions under which they are required or because the information called for is shown in the financial statements or related notes.

 

(3) Exhibits

3-a     

Restated Articles of Incorporation of ArvinMeritor, filed as Exhibit 4.01 to ArvinMeritor’s Registration Statement on Form S-4, as amended (Registration Statement No. 333-36448) ("Form S-4"), is incorporated by reference.

 

 

3-b

By-laws of ArvinMeritor, filed as Exhibit 3 to ArvinMeritor's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003 (File No. 1-15983), is incorporated by reference.

 

 

4-a

Rights Agreement, dated as of July 3, 2000, between ArvinMeritor and The Bank of New York (successor to EquiServeTrust Company, N.A.), as rights agent, filed as Exhibit 4.03 to the Form S-4, is incorporated by reference.

 

 

4-b

Indenture, dated as of April 1, 1998, between ArvinMeritor and BNY Midwest Trust Company (successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's Registration Statement on Form S-3 (Registration No. 333-49777), is incorporated by reference.

 

 

4-b-1

First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and BNY Midwest Trust Company (successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to ArvinMeritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-15983) (“2000 Form 10-K”), is incorporated by reference.

 

 

4-b-2     

Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and BNY Midwest Trust Company (successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to ArvinMeritor’s Current Report on Form 8-K, dated June 23, 2006 and filed on June 27, 2006 (File No. 1-15983)(“June 23, 2006 Form 8-K”), is incorporated by reference.

 

 

4-c

Indenture dated as of July 3, 1990, as supplemented by a First Supplemental Indenture dated as of March 31, 1994, between ArvinMeritor and BNY Midwest Trust Company (successor to Harris Trust and Savings Bank), as trustee, filed as Exhibit 4-4 to Arvin's Registration Statement on Form S-3 (Registration No. 33-53087), is incorporated by reference.

4-c-1

Second Supplemental Indenture, dated as of July 7, 2000, to the Indenture dated as of July 3, 1990, between ArvinMeritor and BNY Midwest Trust Company (successor to Harris Trust and Savings Bank), as trustee, filed as Exhibit 4-c-1 to the 2000 Form 10-K, is incorporated by reference.

 

 

4-c-2

Fourth Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of July 3, 1990, between ArvinMeritor and BNY Midwest Trust Company (successor to Harris Trust and Savings Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.3 to the June 23, 2006 Form 8-K, is incorporated by reference.

 

 

 

 

4-d

Indenture, dated as of March 7, 2006, between ArvinMeritor and BNY Midwest Trust Company, as trustee, filed as Exhibit 4.1 to ArvinMeritor’s Current Report on Form 8-K, dated March 7, 2006 and filed on March 9, 2006 (File No. 1-15983), is incorporated by reference.

 

 

4-d-1

First Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of March 7, 2006, between ArvinMeritor and BNY Midwest Trust Company, as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.1 to the June 23, 2006 Form 8-K, is incorporated by reference.

 

 

4-e

Indenture, dated as of February 8, 2007, between ArvinMeritor and The Bank of New York Trust Company, N.A., as trustee (including form of Subsidiary Guaranty dated as of February 8, 2007), filed as Exhibit 4-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007 (File No. 1-15983), is incorporated by reference.

 

 

10-a

Credit Agreement, dated as of June 23, 2006, by and among ArvinMeritor, ArvinMeritor Finance Ireland, the institutions from time to time parties thereto as lenders, JP Morgan Chase Bank, National Association, as Administrative Agent, Citicorp North America, Inc. and UBS Securities LLC, as Syndication Agents, ABN AMRO Bank N.V., BNP Paribas and Lehman Commercial Paper Inc., as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets, as Joint Lead Arrangers and Joint Book Runners, filed as Exhibit 10.1 to the June 23, 2006 Form 8-K, is incorporated by reference.

 

 

10-a-1

Subsidiary Guaranty, dated as of June 23, 2006, by and among the subsidiary guarantors and JPMorgan Chase Bank, National Association, as Administrative Agent, for the benefit of itself, the lenders and other holders of guaranteed obligations, filed as Exhibit 10.2 to the June 23, 2006 Form 8-K, is incorporated by reference.

 

 

10-a-2

Pledge and Security Agreement, dated as of June 23, 2006, by and among ArvinMeritor, the subsidiaries named therein and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10.3 to the June 23, 2006 Form 8-K, is incorporated by reference.

 

 

10-a-3

Amendment No. 1 to Credit Agreement, dated as of February 23, 2007, among ArvinMeritor, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10 to the Current Report on Form 8-K dated and filed on February 23, 2007 (File No. 1-15983), is incorporated by reference.

 

 

10-a-4

Amendment No. 2 to Credit Agreement, dated as of October 2, 2007, among ArvinMeritor, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10 to the Current Report on Form 8-K dated October 2, 2007 and filed on October 3, 2007 (File No. 1-15983), is incorporated by reference.

 

 

10-a-5

Amendment No. 3 to Credit Agreement, dated as of October 26, 2007, among ArvinMeritor, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10 to the Current Report on Form 8-K dated October 26, 2007 and filed on October 30, 2007 (File No. 1-15983), is incorporated by reference.

 

 

*10-b-1

1997 Long-Term Incentives Plan, as amended and restated, filed as Exhibit 10 to ArvinMeritor’s Current Report on Form 8-K dated and filed on April 20, 2005 (File No. 1-15983), is incorporated by reference.

 

 

*10-b-2

Form of Restricted Stock Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10-a-2 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 1997 (File No. 1-13093), is incorporated by reference.

 

 

*10-b-3

Form of Option Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10(a) to Meritor's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998 (File No. 1-13093), is incorporated by reference.

 

 

*10-b-4

Form of Performance Share Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10-b to ArvinMeritor’s Current Report on Form 8-K, dated December 7, 2004 and filed on December 9, 2004 (File No. 1-15983), is incorporated by reference.

 

 

*10-b-5

Description of Performance Goals Established in connection with 2006-2008 Cash Performance Plan under the 1997 Long- Term Incentives Plan, filed as Exhibit 10-b-6 to ArvinMeritor’s Form 10-K for the fiscal year ended October 2, 2005 (File No. 1-15983), is incorporated by reference.

 

 

*10-b-6

Description of Performance Goals Established in connection with 2007-2009 Cash Performance Plan under the 1997 Long- Term Incentives Plan, filed as Exhibit 10-b-7 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 1, 2006 (File No. 1-15983), is incorporated by reference.

 

 

*10-c

2007 Long-Term Incentive Plan, as amended, filed as Exhibit 10-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007 (File No. 1-15983), is incorporated by reference.

 

 

*10-c-1

Form of Restricted Stock Agreement under the 2007 Long-Term Incentive Plan.**

 

 

*10-d

Description of Compensation of Non-Employee Directors.**

 

 

*10-e

2004 Directors Stock Plan, filed as Exhibit 10-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2004 (File No. 1-15983), is incorporated by reference.

 

 

*10-e-1

Form of Restricted Share Unit Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-3 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 3, 2004 (File No. 1-15983), is incorporated by reference.

 

 

*10-e-2

Form of Restricted Stock Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-4 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005 (Filed No. 1-15983), is incorporated by reference.

 

 

*10-f

Incentive Compensation Plan, as amended and restated, filed as Exhibit 10-b to ArvinMeritor’s Current Report on Form 8-K, dated February 16, 2005 and filed on February 17, 2005 (File No. 1-15983), is incorporated by reference.

 

 

*10-f-1

Form of Deferred Share Agreement, filed as Exhibit 10-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2005 (File No. 1-15983), is incorporated by reference.

 

 

*10-g

Copy of resolution of the Board of Directors of ArvinMeritor, adopted on July 6, 2000, providing for its Deferred Compensation Policy for Non-Employee Directors, filed as Exhibit 10-f to the 2000 Form 10-K, is incorporated by reference.

 

 

*10-h

Deferred Compensation Plan, filed as Exhibit 10-e-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-13093), is incorporated by reference.

 

 

*10-i

1998 Stock Benefit Plan, as amended, filed as Exhibit (d)(2) to ArvinMeritor's Schedule TO, Amendment No. 3 (File No. 5-61023), is incorporated by reference.

 

 

*10-j

Employee Stock Benefit Plan, as amended, filed as Exhibit (d)(3) to ArvinMeritor’s Schedule TO, Amendment No. 3 (File No. 5-61023), is incorporated by reference.

 

 

 

 

*10-k

1988 Stock Benefit Plan, as amended, filed as Exhibit 10 to Arvin's Quarterly Report on Form 10-Q for the quarterly period ended July 3, 1988, and as Exhibit 10(E) to Arvin's Quarterly Report on Form 10-Q for the quarterly period ended July 4, 1993 (File No. 1-302), is incorporated by reference.

 

 

10-l

Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, Inc., ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc., filed as Exhibit 10a to ArvinMeritor’s Current Report on Form 8-K, dated September 16, 2005 and filed on September 19, 2005 (File No. 1-15983), is incorporated by reference.

 

 

10-l-1

Amendment No. 1, dated as of May 8, 2006, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc., filed as Exhibit 10a to ArvinMeritor’s Current Report on Form 8-K, dated May 8, 2006 and filed on May 10, 2006 (File No. 1-15983), is incorporated by reference.

 

10-l-2

Amendment No. 2, dated as of September 18, 2006, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc., filed as Exhibit 10 to ArvinMeritor’s Current Report on Form 8-K, dated September 18, 2006 and filed on September 20, 2006 (File No. 1-15983), is incorporated by reference.

 

 

10-l-3

Amendment No. 3, dated as of November 6, 2006, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Capital Markets, Inc., filed as Exhibit 10-k-3 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 1, 2006 (File No. 1-15983), is incorporated by reference.

 

 

10-l-4

Amendment No. 4, dated as of September 17, 2007, to Loan Agreement, dated as of September 19, 2005, among ArvinMeritor, ArvinMeritor Receivables Corporation, the lenders from time to time party thereto and SunTrust Robinson Humphrey, Inc., filed as Exhibit 10 to ArvinMeritor’s Current Report on Form 8-K, dated and filed on September 17, 2007 (File No. 1-15983), is incorporated by reference.

 

 

10-m

Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor OE, LLC and various affiliates, as Originators, and ArvinMeritor Receivables Corporation, filed as Exhibit 10b to ArvinMeritor’s Current Report on Form 8-K, dated September 16, 2005 and filed on September 19, 2005 (File No. 1-15983), is incorporated by reference.

 

 

10-m-1

First Amendment, dated as of May 8, 2006, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein, filed as Exhibit 10b to ArvinMeritor’s Current Report on Form 8-K, dated May 8, 2006 and filed on May 10, 2006, is incorporated by reference.

 

 

10-m-2

Third Amendment, dated as of November 6, 2006, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein, filed as Exhibit 10-l-2 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 1, 2006 (File No. 1-15983), is incorporated by reference.

 

 

*10-n

Employment agreement between the company and Charles G. McClure, Jr., filed as Exhibit 10-s to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended October 3, 2004 (File No. 1-15983), is incorporated by reference.

 

 

*10-o

Employment agreement between the company and James D. Donlon, III, filed as Exhibit 10 to ArvinMeritor’s Current Report on Form 8-K, dated April 12, 2005 and filed on April 13, 2005 (File No. 1-15983), is incorporated by reference.

 

 

*10-p

Employment agreement, dated August 23, 2006, between ArvinMeritor and Philip R. Martens, filed as Exhibit 10.3 to ArvinMeritor’s Current Report on Form 8-K, dated August 24, 2006 and filed on August 28, 2006 (File No. 1-15983), is incorporated by reference.

 

 

*10-q

Employment agreement, dated August 23, 2006, between ArvinMeritor and Carsten J. Reinhardt, filed as Exhibit 10.4 to ArvinMeritor’s Current Report on Form 8-K, dated August 24, 2006 and filed on August 28, 2006 (File No. 1-15983), is incorporated by reference.

 

 

*10-r

Form of employment letter between ArvinMeritor and its executives, filed as Exhibit 10-a to ArvinMeritor’s Current Report on Form 8-K, dated October 27, 2004 and filed on December 21, 2004 (File No. 1-15983), is incorporated by reference.

 

 

12

Computation of ratio of earnings to fixed charges. **

 

 

21

List of subsidiaries of ArvinMeritor. **

 

 

23-a

Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of ArvinMeritor. **

 

 

23-b

Consent of Deloitte & Touche LLP **

23-c

Consent of Bates White LLC. **

23-d        

Consent of Deloitte & Touche LLP ***

24

Power of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of ArvinMeritor. **

 

 

31-a

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act. ***

 

 

31-b

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act. ***

 

 

32-a

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.***

 

 

32-b

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.***

____________________

 

* Management contract or compensatory plan or arrangement.

** Previously filed with the Registrant’s Form 10-K for the year ended September 30, 2007 filed with the SEC on November 19, 2007.

***Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ARVINMERITOR, INC. 

 

 

 

 

 

 

 By:

/s/Vernon G. Baker, II

 

 

 

 

    Vernon G. Baker, II 

 

 

 

    Senior Vice President 

 

 

 

    and General Counsel 

 

Date: December 19, 2007

 

EX-23 2 consent12192007.htm INDEPENDENT AUDITORS' CONSENT

 

    Exhibit 23-d 

INDEPENDENT AUDITORS’ CONSENT

 

We consent to the incorporation by reference of our report dated December 15, 2006 on the financial statements of Meritor WABCO Vehicle Control Systems as of and for the years ended September 30, 2006 and 2005 appearing in Item 15 of this Annual Report on Form 10-K/A of ArvinMeritor, Inc. for the year ended September 30, 2007 in the following Registration Statements:

 

 

Form

         

Registration Statement No.

         

Description

 

S-8

 

333-141186

 

2007 Long-Term Incentive Plan

 

 

 

 

 

 

 

S-3

 

333-143615

 

Registration of convertible notes, guarantees and common stock

 

 

 

 

 

 

 

S-3

 

333-134409

 

Registration of convertible notes, guarantees and common stock

 

 

 

 

 

 

 

S-8

 

333-107913

 

ArvinMeritor, Inc. Savings Plan

 

 

 

 

 

 

 

S-8

 

333-123103

 

ArvinMeritor, Inc. Hourly Employees Saving Plan

 

 

 

 

 

 

 

S-3

 

333-58760

 

Registration of debt securities

 

 

 

 

 

 

 

S-8

 

333-49610

 

1997 Long-Term Incentives Plan

 

 

 

 

 

 

 

S-3

 

333-43118

 

Arvin Industries, Inc. 1988 Stock Benefit Plan

 

 

 

 

 

 

 

S-3

 

333-43116

 

Arvin Industries, Inc. 1998 Stock Benefit Plan

 

 

 

 

 

 

 

S-3

 

333-43112

 

Arvin Industries, Inc. Employee Stock Benefit Plan

 

 

 

 

 

 

 

S-8

 

333-42012

 

Employee Stock Benefit Plan, 1988 Stock Benefit Plan, and 1998 Employee Stock Benefit Plan

 

 

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Detroit, Michigan

December 19, 2007

EX-31 3 arm10kaex31a.htm ARM EXHIBIT 31A - CERTIFICATION OF THE CEO

Exhibit 31-a

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Charles G. McClure, Jr., certify that:

1.     

I have reviewed this report on Form 10-K/A of ArvinMeritor, Inc., which amends the annual report on Form 10-K for the fiscal year ended September 30, 2007;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.     

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 

December 19, 2007 

 

 

 

 

/s/ Charles G. McClure, Jr.

 

 

Charles G. McClure, Jr., Chairman of the Board,

 

 

Chief Executive Officer and President 

EX-31 4 arm10kaex31b.htm ARM EXHIBIT 31B - CERTIFICATION OF THE CFO

Exhibit 31-b

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, James D. Donlon, III, certify that:

1.     

I have reviewed this report on Form 10-K/A of ArvinMeritor, Inc., which amends the annual report on Form 10-K for the fiscal year ended September 30, 2007;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.     

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: 

December 19, 2007 

 

 

 

 

/s/ James D. Donlon, III

 

 

James D. Donlon, III,

 

 

Executive Vice President and Chief Financial Officer

EX-32 5 arm10kaex32a.htm ARM EXHIBIT 32A - CERTIFICATION OF THE CEO

Exhibit 32-a

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

As required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, I, Charles G. McClure, Jr., hereby certify that:

1.    

The Form 10-K/A of ArvinMeritor, Inc., which amends the annual report on Form 10-K for the fiscal year ended September 30, 2007, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

 

2.

The information contained in that report fairly presents, in all material respects, the financial condition and results of operations of ArvinMeritor, Inc.

 

 

/s/ Charles G. McClure, Jr.

Charles G. McClure, Jr.

Chairman of the Board, Chief

Executive Officer and President

Date: December 19, 2007

 

 

 

 

 

EX-32 6 arm10kaex32b.htm ARM EXHIBIT 32B - CERTFICATION OF THE CFO

Exhibit 32-b

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

As required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, I, James D. Donlon, III, hereby certify that:

1.    

The Form 10-K/A of ArvinMeritor, Inc., which amends the annual report on Form 10-K for the fiscal year ended September 30, 2007, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and

 

2.

The information contained in that report fairly presents, in all material respects, the financial condition and results of operations of ArvinMeritor, Inc.

 

 

/s/ James D. Donlon, III

James D. Donlon, III

Executive Vice President and

Chief Financial Officer

Date: December 19, 2007

 

 

 

 

 

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