8-K

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: April 20, 2004

(Date of earliest event reported)

FEDERAL-MOGUL CORPORATION

(Exact name of registrant as specified in its charter)

Michigan

(State or other jurisdiction of incorporation)

1-1511	38-0533580
(Commission File Number)	(IRS Employer Identification Number)
26555 Northwestern Highway, Southfield, Michigan	48034
(Address of principal executive offices)	(Zip Code)

(248) 354-7700

(Registrant’s telephone number, including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 12. Results of Operations and Financial Condition.

On April 20, 2004, Federal-Mogul Corporation issued a press release announcing its first quarter earnings for the period ended March 31, 2004. A copy of the press release is attached as Exhibit 99 to this report.

EXHIBIT INDEX

99.    Press release dated April 20, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 20, 2004

FEDERAL-MOGUL CORPORATION
By:	/S/    DAVID M. SHERBIN
	Name: David M. Sherbin Title:   Senior Vice President,             General Counsel and Secretary

EX-99

Exhibit 99

FEDERAL-MOGUL CORPORATION

STATEMENTS OF OPERATIONS

(Millions of Dollars, Except Per Share Data) (Unaudited)

	Three Months Ended March 31
	2004			2003
Net sales	$	1,553.0		$	1,367.2
Cost of products sold		1,256.3			1,094.6
Gross margin		296.7			272.6
Selling, general and administrative expenses		243.0			224.7
Interest expense, net		25.6			29.5
Chapter 11 and Administration related reorganization expenses		26.0			32.8
Equity in earnings of unconsolidated subsidiaries		(9.5	)		(5.8	)
Other expense, net		12.1			9.7
Loss from continuing operations before income taxes		(0.5	)		(18.3	)
Income tax expense		19.9			18.8
Loss from continuing operations		(20.4	)		(37.1	)
Income from discontinued operations, net of income taxes		—			2.9
Net loss	$	(20.4	)	$	(34.2	)
Basic and diluted per share data:
Loss per share from continuing operations	$	(0.23	)	$	(0.42	)
Income per share from discontinued operations		—			0.03
Loss per share	$	(0.23	)	$	(0.39	)
Weighted average shares outstanding		87.1			87.1

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FEDERAL-MOGUL CORPORATION

BALANCE SHEETS

(Millions of Dollars)

	(Unaudited) March 31 2004			December 31 2003
Current assets:
Cash and equivalents	$	521.9		$	472.4
Accounts receivable, net		1,050.4			976.5
Inventories, net		822.9			834.4
Prepaid expenses and other current assets		262.5			257.5
Total current assets		2,657.7			2,540.8
Property, plant and equipment, net		2,354.8			2,404.8
Goodwill and indefinite-lived intangible assets		1,517.7			1,517.1
Definite-lived intangible assets, net		345.2			348.0
Asbestos-related insurance recoverable		820.8			806.1
Prepaid pension costs		288.3			309.2
Other noncurrent assets		190.2			190.7
	$	8,174.7		$	8,116.7
Current liabilities:
Short-term debt, including current portion of long-term debt	$	320.4		$	14.8
Accounts payable		388.6			332.3
Accrued liabilities		527.9			513.3
Other current liabilities		160.4			158.4
Total current liabilities		1,397.3			1,018.8
Liabilities subject to compromise		6,095.5			6,087.8
Long-term debt		11.4			331.2
Postemployment benefits		1,731.4			1,716.6
Deferred income taxes		70.3			70.4
Other accrued liabilities		214.8			214.4
Minority interest in consolidated subsidiaries		55.9			54.4
Shareholders’ deficit:
Series C ESOP preferred stock		28.0			28.0
Common stock		435.6			435.6
Additional paid-in capital		2,061.0			2,060.5
Accumulated deficit		(2,953.8	)		(2,933.4	)
Accumulated other comprehensive loss		(972.7	)		(967.6	)
Total shareholders’ deficit		(1,401.9	)		(1,376.9)
	$	8,174.7		$	8,116.7

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FEDERAL-MOGUL CORPORATION

STATEMENTS OF CASH FLOWS

(Millions of Dollars)

(Unaudited)

	Three Months Ended March 31
	2004			2003
Cash provided from operating activities
Net loss	$	(20.4	)	$	(34.2	)
Adjustments to reconcile net loss to net cash provided from operating activities:
Depreciation and amortization		84.7			73.8
Change in postemployment benefits, including pensions		30.8			29.4
Deferred taxes		0.1			13.0
Changes in operating assets and liabilities:
Increase in accounts receivable		(80.4	)		(46.6	)
Increase in inventories, net of involuntary conversion		(38.2	)		(2.0	)
Increase in accounts payable		58.7			20.3
Change in other assets and other liabilities		49.0			(26.9	)
Insurance proceeds		35.0			—
Net cash provided from operating activities		119.3			26.8
Cash used by investing activities
Expenditures for property, plant and equipment and other long-term assets		(73.4	)		(65.1	)
Proceeds from the sale of property, plant and equipment		11.0			6.5
Net cash used by investing activities		(62.4	)		(58.6	)
Cash (used by) provided from financing activities
Borrowings on DIP credit facility		—			75.0
Principal payments on DIP credit facility		(10.0	)		(10.2	)
Decrease in short-term debt		(4.4	)		(16.7	)
Increase / (decrease) in other long-term debt		0.2			(2.5	)
Net cash (used by) provided from financing activities		(14.2	)		45.6
Effect of foreign currency exchange rate fluctuations on cash		6.8			1.5
Increase in cash and equivalents		49.5			15.3
Cash and equivalents at beginning of period		472.4			395.1
Cash and equivalents at end of period	$	521.9		$	410.4

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