8-K

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): November 15, 2004

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction of incorporation)	(Commission File No.)	(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

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release, Dated November 15, 2004
Presentation Made on Earnings Conference Call

Item 2.02. Results of Operations and Financial Condition

     On November 15, 2004, ArvinMeritor, Inc. issued a press release reporting its financial results for the quarter and fiscal year ended September 30, 2004. The release is furnished as Exhibit 99a to this Form 8-K.

     On November 15, 2004, ArvinMeritor, Inc. held a web-cast conference call, available to the public, to discuss its financial results for the fiscal year ended September 30, 2004. The presentation made on the conference call is posted on the ArvinMeritor website (www.arvinmeritor.com) and is furnished as Exhibit 99b to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

     99a — Press release of ArvinMeritor, Inc., dated November 15, 2004.

     99b — Presentation made on earnings conference call, November 15, 2004

SIGNATURES

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

ARVINMERITOR, INC.
By:	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	Senior Vice President and General Counsel

Date: November 15, 2004

EXHIBIT INDEX

Exhibit No.	Description
99a	Press release of ArvinMeritor, Inc., dated November 15, 2004.
99b	Presentation made on earnings conference call, November 15, 2004

EX-99.(A)

Exhibit 99a

CONTACTS: Media Inquiries
Lin Cummins
(248) 435-7112
linda.cummins@arvinmeritor.com

Investor Inquiries
Alice McGuire
(248) 655-2159
alice.mcguire@arvinmeritor.com

ArvinMeritor Reports Fourth-Quarter and Fiscal Year 2004 Results

     TROY, Mich., (Nov. 15, 2004) — ArvinMeritor, Inc. (NYSE: ARM) today reported sales of $2.0 billion and income from continuing operations of $30 million, or $0.44 per diluted share, for its fourth fiscal quarter ended Sept. 30, 2004, compared to last year’s fourth-quarter income from continuing operations of $26 million, or $0.38 per diluted share.

     As previously announced, the company plans to divest its Light Vehicle Aftermarket (LVA) and Roll Coater businesses and, as a result, LVA and Roll Coater are excluded from continuing operations and reported as discontinued operations.

     Net loss for the fourth quarter of fiscal year 2004, including discontinued operations, was $153 million, or $2.23 per diluted share. The net loss includes the previously announced non-cash goodwill impairment charge of $190 million, or $2.77 per diluted share, in the LVA business. Excluding the goodwill charge, net income would have been $37 million, or $0.54 per diluted share, compared to net income of $38 million, or $0.56 per diluted share, in the fourth quarter of fiscal year 2003, before the cumulative effect of an accounting change.

     ArvinMeritor Chairman, Chief Executive Officer and President Charles G. “Chip” McClure said, “During the quarter, our Commercial Vehicle Systems (CVS) business continued to benefit from strong global markets, and we are pleased with our top-line

growth in this important segment. In an effort to minimize the risks of cyclicality in North America and accelerate growth, CVS has made significant progress in its strategy to diversify its customer base and expand its global presence. As a result of this strategy, we recently announced two joint ventures with the Volvo Group to produce axles in France.

     “The lack of availability and the price of steel continue to challenge all of our businesses as well as our entire industry. We have seen gross steel costs increase by approximately $100 million, principally in our LVS and CVS businesses during our fiscal year, of which $50 million was incurred in the fourth quarter.

     “We are committed to finding a solution and are aggressively putting actions into place to find new steel sources all over the world, to identify alternative materials and to find new ways to engineer our products. We also are working with our suppliers and customers to actively address the issue of the supply and cost of steel.”

     McClure continued, “We remain committed to cash generation and debt reduction. I am pleased that the company generated approximately $225 million in free cash flow and $100 million in net proceeds from the sales of businesses and other assets during fiscal year 2004. This cash has been used to reduce our net debt by $329 million since Sept. 30, 2003. We used an additional $54 million of operating cash flow to buy out a lease that will be part of the Roll Coater divestiture.”

Results of Continuing Operations – Fourth Quarter

     Sales increased $316 million, or 19 percent, from the prior year’s fourth quarter, and operating income was $57 million, a decline of $3 million from the same period last year. In the fourth quarter of fiscal year 2003 the company recorded a $20 million gain on the sale of a facility that was partially offset by an $11 million charge in one of its Mexican operations. The benefits from higher CVS volumes were reduced by higher steel costs. Equity in earnings of affiliates was $7 million, $5 million higher than the same period last year, primarily as a result of higher commercial vehicle affiliate earnings.

     Specific business segment financial results include:

• Light Vehicle Systems (LVS) sales were $1,115 million, up $33 million, or three percent, from the fourth quarter of fiscal year 2003. Operating income of $9 million was down $19 million from the same period last year. Operating income was unfavorably impacted by higher steel costs and $4 million in additional environmental remediation costs associated with a former Rockwell facility. Included in operating income a year ago was the $20 million gain on the sale of the company’s exhaust tube manufacturing facility, partially offset by the $11 million charge in Mexico.

• Commercial Vehicle Systems (CVS) sales were $899 million, up $283 million, or 46 percent, from last year’s fourth quarter, primarily as a result of stronger commercial vehicle truck and trailer volumes. North American and Western European truck and trailer volumes improved by 40 percent and 35 percent, respectively. Operating income of $48 million was $16 million, or 50 percent higher than the same period last year.

Results of Discontinued Operations – Fourth Quarter

     Sales from discontinued operations for the fourth quarter of fiscal year 2004 were $278 million, flat with the same period last year. Excluding the goodwill impairment charge, income from discontinued operations was $7 million, net of tax, down $5 million from the same period last year.

Full-Year Fiscal 2004 Results

     Sales from continuing operations for fiscal year 2004 were $8.0 billion, up $1.3 billion, or 19 percent, compared to the same period last year. Sales would have been up approximately 12 percent, or $840 million, without the effect of currency translation that increased sales by approximately $400 million and the impact of acquisitions and divestitures. Operating income for fiscal year 2004 increased six percent to $260 million, from $246 million in the same period last year. Income from continuing operations for fiscal year 2004 increased to $127 million, a 27-percent increase

compared to a year ago, resulting in diluted earnings per share from continuing operations of $1.85, up from $1.48 per diluted share in the same period last year.

     The effective tax rate in fiscal year 2004 for continuing operations decreased to 25 percent, compared to 30 percent last year. The reduction was driven by legal entity restructurings, the favorable tax treatment of the sale of APA and the favorable impact of recently issued IRS regulations supporting recoverability of previously disallowed capital losses. The company expects the fiscal year 2005 effective tax rate to approximate 27 percent.

     Sales from discontinued operations for fiscal year 2004 were $1.1 billion, flat with the same period last year. Excluding the goodwill impairment charge, income from discontinued operations was $21 million, net of tax, down $16 million from the same period last year.

     Net loss including discontinued operations, for fiscal year 2004 was $42 million, or $0.61 per diluted share. Net loss includes the non-cash goodwill impairment charge of $190 million, or $2.77 per diluted share. In the fourth quarter of fiscal year 2004, the company changed its method of accounting for certain CVS inventories. This change unfavorably impacted our previously reported results in the third quarter of fiscal year 2004 by $0.03 per diluted share. Excluding the goodwill charge and the impact of the inventory accounting change, diluted earnings per share would have been $2.19 for fiscal year 2004.

Outlook

     The company’s fiscal year 2005 outlook for light vehicle production is 15.9 million vehicles in North America and 16.8 million vehicles in Western Europe. The forecast for North American Class 8 truck production is 275,000 units in fiscal year 2005, McClure said, “Our sales outlook for continuing operations in fiscal year 2005 is approximately $8.4 billion, up about five percent from fiscal year 2004.

     “While we believe our CVS business group will benefit from higher volumes, we will continue to face challenges posed by the availability and higher price of steel. We anticipate full-year diluted earnings per share from continuing operations in the range of $1.60 to $1.80.

     “For the first quarter of fiscal year 2005, our sales forecast for continuing operations is $2.0 billion, and our outlook for diluted earnings per share from continuing operations is $0.15 to $0.20,” McClure continued.

     “ArvinMeritor has a great tradition of technological innovation and exceptional customer service,” said McClure. “We have embarked on a path to focus our efforts and resources on our core competencies in the global automotive and commercial truck markets, where we can better add value for our customers and operate profitably for our shareowners. Our recent decision to divest our Light Vehicle Aftermarket and Roll Coater businesses reflects our commitment to focus on what we do best, while applying our traditional strengths in engineering and design to provide innovative solutions for our customers.

     “We will strive to meet our short-term financial and customer commitments, while at the same time providing long-term sustainability and creating opportunities to prosper. We will do this by executing a clear direction, aligning the organization to the right goals and objectives, and holding everyone accountable. While we will no doubt face some tough challenges ahead and the need to make decisions based on the realities of the market, we remain committed to exceeding the performance expectations of our customers, shareowners and employees.”

     ArvinMeritor, Inc. is a premier $8 billion global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves light vehicle, commercial truck, trailer and specialty original equipment manufacturers and related aftermarkets. Headquartered in Troy, Mich., the company employs approximately 32,000 people at more than 150 manufacturing facilities in 27 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, visit the company’s Web site at: www.arvinmeritor.com.

# # #

     All earnings per share amounts are on a diluted basis. The company’s fiscal year ends on the Sunday nearest Sept. 30, and its fiscal quarters end on the Sundays nearest Dec. 31, March 31 and June 30. All year and quarter references relate to the company’s fiscal year and fiscal quarters, unless otherwise stated.

     This press release contains certain non-GAAP financial measures including net debt ⁽¹⁾ and free cash flow ⁽²⁾. Such measures should not be considered substitutes for any measures derived in

accordance with generally accepted accounting principles, and may also be inconsistent with similar measures presented by other companies. Reconciliation of these non-GAAP measures to the most nearly comparable GAAP measures, if applicable, is presented on our website, www.arvinmeritor.com, in the fiscal year fourth quarter earnings conference call presentation.

Notes

(1) The company defines net debt as balance sheet debt less the fair value adjustment of debt due to interest rate swaps plus amounts outstanding under its accounts receivable securitization and factoring programs less cash.

(2) The company defines free cash flow as cash flow from operations before the change in accounts receivable securitization and factoring programs less capital expenditures.

This press release also contains statements relating to future results of the company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, global economic and market conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad, including foreign currency exchange rates; availability and cost of raw materials; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; reliance on major OEM customers; labor relations of the company, its customers and suppliers; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations; success and timing of potential divestitures; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company’s debt; the ability of the company to access capital markets; credit ratings of the company’s debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in the filings of the company with the Securities and Exchange Commission.

     The company will host a telephone conference call and Web cast to discuss the company’s fiscal year 2004 fourth-quarter financial results on Monday, Nov. 15, 2004, at 11:00 a.m. (ET).

     To participate, call (706) 643-7449 ten minutes prior to the start of the call. Please reference ArvinMeritor when dialing in. Investors can also listen to the conference call in real time — or for 90 days by recording — by visiting www.arvinmeritor.com.

     A replay of the call will be available from 1:00 p.m., Nov. 15, until midnight, Nov. 17, 2004, by calling 1-800-642-1687 (within the United States and Canada) or (706) 645-9291 (for international calls). Please refer to conference ID number 1163265. To access the listen-only audio Web cast, visit the ArvinMeritor Web site at http://www.arvinmeritor.com/ and click on the Web cast link on either the home page or the investor page.

ARVINMERITOR, INC.
STATEMENT OF OPERATIONS
(In millions, except per share amounts)

	Quarter Ended						Fiscal Year Ended
	September 30,						September 30,
	2004			2003			2004			2003
	(Unaudited)
Sales	$	2,014		$	1,698		$	8,033		$	6,723
Cost of Sales		(1,853	)		(1,568	)		(7,366	)		(6,132	)
GROSS MARGIN		161			130			667			591
SG&A		(96	)		(85	)		(385	)		(340	)
Gain on Divestitures		—			20			20			15
Environmental Remediation Costs		(3	)		—			(11	)		—
Restructuring Costs		(5	)		(5	)		(15	)		(20	)
Costs for Withdrawn Tender Offer		—			—			(16	)		—
OPERATING INCOME		57			60			260			246
Equity in Earnings of Affiliates		7			2			19			8
Gain on Sale of Marketable Securities		—			—			7			—
Interest Expense, Net and Other		(30	)		(26	)		(107	)		(104	)
INCOME BEFORE TAXES		34			36			179			150
Provision for Income Taxes		(4	)		(11	)		(44	)		(45	)
Minority Interests		—			1			(8	)		(5	)
Income From Continuing Operations		30			26			127			100
Discontinued Operations
Income from Discontinued Operations		8			12			24			37
Goodwill Impairment		(190	)		—			(190	)		—
Minority Interests		(1	)		—			(3	)		—
Income (Loss) from Discontinued Operations		(183	)		12			(169	)		37
Income (Loss) Before Cumulative
Effect of Accounting Change		(153	)		38			(42	)		137
Cumulative Effect of Accounting Change		—			(4	)		—			(4	)
NET INCOME (LOSS)	$	(153	)	$	34		$	(42	)	$	133
DILUTED EARNINGS PER SHARE
Continuing Operations	$	0.44		$	0.38		$	1.85		$	1.48
Discontinued Operations		(2.67	)		0.18			(2.46	)		0.54
Cumulative Effect of Accounting Change		—			(0.06	)		—			(0.06	)
Diluted Earnings Per Share	$	(2.23	)	$	0.50		$	(0.61	)	$	1.96
Diluted Shares Outstanding		68.7			68.1			68.6			67.9

Note: Prior periods have been restated for discontinued operations and the change in the method of accounting for certain inventories.

ARVINMERITOR, INC.
CONSOLIDATED BUSINESS SEGMENT INFORMATION
(In millions)

	Quarter Ended				Fiscal Year Ended
	September 30,				September 30,
	2004		2003		2004			2003
	(Unaudited)
Sales:
Light Vehicle Systems	$	1,115	$	1,082	$	4,818		$	4,301
Commercial Vehicle Systems		899		616		3,215			2,422
Total Sales	$	2,014	$	1,698	$	8,033		$	6,723
Operating Income:
Light Vehicle Systems	$	9	$	28	$	112		$	135
Commercial Vehicle Systems		48		32		164			111
Segment Operating Income		57		60		276			246
Costs for Withdrawn Tender Offer		—		—		(16	)		—
Total Operating Income	$	57	$	60	$	260		$	246

Note: Prior periods have been restated for discontinued operations and the change in the method of accounting for certain inventories.

ARVINMERITOR, INC.
SUMMARY CONSOLIDATED BALANCE SHEET
(In millions)

	September 30,		September 30,
ASSETS	2004		2003
Cash	$	132	$	103
Receivables		1,478		1,208
Inventories		523		461
Other current assets		218		224
Assets of discontinued operations		615		744
Net property		1,032		1,081
Goodwill		808		776
Other assets		754		795
TOTAL ASSETS	$	5,560	$	5,392
LIABILITIES AND SHAREOWNERS’ EQUITY
Short-term debt	$	3	$	18
Accounts payable		1,366		1,143
Accrued and other current liabilities		602		534
Liabilities of discontinued operations		282		281
Other liabilities		771		889
Long-term debt		1,487		1,541
Minority interest		61		61
Equity		988		925
TOTAL LIABILITIES AND SHAREOWNERS’ EQUITY	$	5,560	$	5,392

Note: Prior periods have been restated for discontinued operations and the change in the method of accounting for certain inventories.

ARVINMERITOR, INC.
STATEMENT OF CONSOLIDATED CASH FLOWS
(in millions)

	Twelve Months Ended
	September 30,
	2004			2003
OPERATING ACTIVITIES
Income from continuing operations	$	127		$	100
Adjustments to income from continuing operations
Depreciation and other amortization		183			185
Gain on divestitures		(20	)		(15	)
Gain on sale of marketable securities		(7	)		—
Restructuring costs, net of expenditures		(3	)		8
Pension and retiree medical expense		130			99
Pension and retiree medical contributions		(212	)		(163	)
Changes in receivables securitization and factoring		(187	)		90
Changes in assets and liabilities		164			(72	)
Net cash flows provided by continuing operations		175			232
Net cash flows provided by discontinued operations		44			42
CASH PROVIDED BY OPERATING ACTIVITIES		219			274
INVESTING ACTIVITIES
Capital expenditures		(152	)		(173	)
Acquisitions of businesses and investments, net of cash acquired		(3	)		(107	)
Proceeds from dispositions of property and businesses		85			104
Proceeds from sale of marketable securities		18			—
Net investing cash flows used by discontinued operations		(68	)		(15	)
CASH USED FOR INVESTING ACTIVITIES		(120	)		(191	)
FINANCING ACTIVITIES
Net change in revolving debt		(53	)		26
Net change in other debt		(2	)		(55	)
Net change in debt		(55	)		(29	)
Proceeds from exercise of stock options		6			—
Cash dividends		(28	)		(27	)
CASH PROVIDED BY FINANCING ACTIVITIES		(77	)		(56	)
IMPACT OF CURRENCY ON CASH		7			20
CHANGE IN CASH		29			47
CASH AT BEGINNING OF PERIOD		103			56
CASH AT END OF PERIOD	$	132		$	103

Note: Prior periods have been restated for discontinued operations and the change in the method of accounting for certain inventories.

EX-99.(B)

Exhibit 99b

FY 2004 4th Quarter Earnings Conference Call Chip McClure, Chairman and CEO Carl Soderstrom, Senior Vice President and CFO November 15, 2004

Forward-Looking Statements This presentation contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward- looking statements are inherently uncertain, and actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to global economic and market conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad, including foreign currency exchange rates; availablity and cost of raw materials; OEM program delays; demand for and market acceptance of new and existing products; reliance on major OEM customers; labor relations of the company, its customers and suppliers; successful integration of acquired or merged businesses; achievement of the expected annual savings and synergies from past and future business combinations; success and timing of potential divestitures; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company's debt; the ability of the company to access capital markets; the credit ratings of the company's debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; as well as other risks and uncertainties, including but not limited to those detailed herein and from time to time in ArvinMeritor's Securities and Exchange Commission filings.

FY 2004 4th Quarter Earnings Conference Call
November 15, 2004

Full Year Income Statement — Continuing Operations

(in millions, except per share amounts)	Twelve Months Ended September 30,
							Better/(Worse)
	2004			2003			$			%
Sales	$	8,033		$	6,723		$	1,310			19	%
Cost of Sales		(7,366	)		(6,132	)		(1,234	)		-20	%
GROSS MARGIN		667			591			76			13	%
SG&A		(385	)		(340	)		(45	)		-13	%
Gain on Divestitures, net		20			15			5			33	%
Environmental Remediation Costs		(11	)		—			(11	)
Restructuring Costs		(15	)		(20	)		5			25	%
Costs for Withdrawn Tender Offer		(16	)		—			(16	)
OPERATING INCOME		260			246			14			6	%
Equity in Earnings of Affiliates		19			8			11			138	%
Gain on Sale of Marketable Securities		7			—			7
Interest Expense, Net and Other		(107	)		(104	)		(3	)		-3	%
INCOME BEFORE INCOME TAXES		179			150			29			19	%
Provision for Income Taxes		(44	)		(45	)		1			2	%
Minority Interests		(8	)		(5	)		(3	)		-60	%
Income From Continuing Operations	$	127		$	100		$	27			27	%
Diluted EPS from Continuing Operations	$	1.85		$	1.48		$	0.37			25	%
Memo: Impact of Inventory Accounting Change on EPS		(0.03	)		(0.04	)

3

FY 2004 4th Quarter Earnings Conference Call
November 15, 2004

     Full Year Income Statement Reconciliation

(in millions, except per share amounts)	Twelve Months Ended September 30, 2004									Twelve Months Ended September 30, 2003
				Discontinued									Discontinued
	Total			Operations			Reported			Total			Operations			Reported
Sales	$	9,114		$	1,081		$	8,033		$	7,788		$	1,065		$	6,723
Cost of Sales		(8,307	)		(941	)		(7,366	)		(7,041	)		(909	)		(6,132	)
GROSS MARGIN		807			140			667			747			156			591
SG&A		(482	)		(97	)		(385	)		(435	)		(95	)		(340	)
Restructuring		(19	)		(4	)		(15	)		(22	)		(2	)		(20	)
Goodwill Impairment		(190	)		(190	)		—			—			—			—
Other Operating Income (Expense), net		(7	)		—			(7	)		15			—			15
OPERATING INCOME (LOSS)		109			(151	)		260			305			59			246
Interest Expense, Net and Other		(107	)		—			(107	)		(104	)		—			(104	)
Other Income		27			1			26			8			—			8
INCOME (LOSS) BEFORE INCOME TAXES		29			(150	)		179			209			59			150
Provision for Income Taxes		(60	)		(16	)		(44	)		(67	)		(22	)		(45	)
Minority Interests		(11	)		(3	)		(8	)		(5	)		—			(5	)
Income from Continuing Operations		—			—			127			—			—			100
Income (Loss) from Discontinued Operations, net of tax		—			(169	)		(169	)		—			37			37
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	$	(42	)	$	—		$	(42	)	$	137		$	—		$	137
Diluted EPS Before Goodwill Impairment and Cumulative Effect of Acct Change	$	2.16		$	(0.31	)	$	1.85		$	2.02		$	(0.54	)	$	1.48
Goodwill Impairment		(2.77	)		—			(2.77	)		—			—			—
Discontinued Operations		—			0.31			0.31			—			0.54			0.54
Diluted EPS Before Cumulative Effect of Acct Change	$	(0.61	)	$	—		$	(0.61	)	$	2.02		$	—		$	2.02
Memo: Impact of Inventory Accounting Change on EPS		(0.03	)					(0.03	)		(0.04	)					(0.04	)

4

FY 2004 4th Quarter Earnings Conference Call
November 15, 2004

4^th Quarter Income Statement — Continuing Operations

(in millions, except per share amounts)	Three Months Ended September 30,
							Better/(Worse)
	2004			2003			$			%
Sales	$	2,014		$	1,698		$	316			19	%
Cost of Sales		(1,853	)		(1,568	)		(285	)		-18	%
GROSS MARGIN		161			130			31			24	%
SG&A		(96	)		(85	)		(11	)		-13	%
Gain on Divestitures		—			20			(20	)
Environmental Remediation Costs		(3	)		—			(3	)
Restructuring Costs		(5	)		(5	)		—			0	%
OPERATING INCOME		57			60			(3	)		-5	%
Equity in Earnings of Affiliates		7			2			5			250	%
Interest Expense, Net and Other		(30	)		(26	)		(4	)		-15	%
INCOME BEFORE INCOME TAXES		34			36			(2	)		-6	%
Provision for Income Taxes		(4	)		(11	)		7			64	%
Minority Interests		—			1			(1	)		-100	%
Income From Continuing Operations	$	30		$	26		$	4			15	%
Diluted EPS from Continuing Operations	$	0.44		$	0.38		$	0.06			16	%

5

FY 2004 4th Quarter Earnings Conference Call
November 15, 2004

4^th Quarter Income Statement Reconciliation

(in millions, except per share amounts)	Quarter Ended September 30, 2004									Quarter Ended September 30, 2003
				Discontinued									Discontinued
	Total			Operations			Reported			Total			Operations			Reported
Sales	$	2,292		$	278		$	2,014		$	1,977		$	279		$	1,698
Cost of Sales		(2,095	)		(242	)		(1,853	)		(1,804	)		(236	)		(1,568	)
GROSS MARGIN		197			36			161			173			43			130
SG&A		(119	)		(23	)		(96	)		(109	)		(24	)		(85	)
Restructuring		(6	)		(1	)		(5	)		(6	)		(1	)		(5	)
Goodwill Impairment		(190	)		(190	)		—			—			—			—
Other Operating Income (Expense), net		(3	)		—			(3	)		20			—			20
OPERATING INCOME (LOSS)		(121	)		(178	)		57			78			18			60
Interest Expense, Net and Other		(30	)		—			(30	)		(26	)		—			(26	)
Other Income		8			1			7			2			—			2
INCOME (LOSS) BEFORE INCOME TAXES		(143	)		(177	)		34			54			18			36
Provision for Income Taxes		(9	)		(5	)		(4	)		(17	)		(6	)		(11	)
Minority Interests		(1	)		(1	)		—			1			—			1
Income from Continuing Operations		—			—			30			—			—			26
Income (Loss) from Discontinued Operations, net of tax		—			(183	)		(183	)		—			12			12
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE	$	(153	)	$	—		$	(153	)	$	38		$	—		$	38
Diluted EPS Before Goodwill Impairment and Cumulative Effect of Acct Change	$	0.54		$	(0.10	)	$	0.44		$	0.56		$	(0.18	)	$	0.38
Goodwill Impairment		(2.77	)		—			(2.77	)		—			—			—
Discontinued Operations		—			0.10			0.10			—			0.18			0.18
Diluted EPS Before Cumulative Effect of Acct Change	$	(2.23	)	$	—		$	(2.23	)	$	0.56		$	—		$	0.56

6

Segment Sales Segment Sales Segment Sales (in millions) Quarter Ended September 30, Twelve Months Ended September 30, Better/(Worse) Better/(Worse) 2004 2003 $ % 2004 2003 $ % Light Vehicle Systems North America $ 488 $ 459 $ 29 6% $ 2,010 $ 1,923 $ 87 5% Europe 507 505 2 0% 2,337 1,941 396 20% South America 47 39 8 21% 177 159 18 11% Asia-Pacific and Other 73 79 (6) -8% 294 278 16 6% Total Sales 1,115 1,082 33 3% 4,818 4,301 517 12% Commercial Vehicle Systems North America 595 393 202 51% 2,014 1,492 522 35% Europe 204 141 63 45% 827 652 175 27% South America 43 26 17 65% 135 82 53 65% Asia-Pacific and Other 57 56 1 2% 239 196 43 22% Total Sales 899 616 283 46% 3,215 2,422 793 33% Total Sales $ 2,014 $ 1,698 $ 316 19% $ 8,033 $ 6,723 $ 1,310 19% 7 FY 2004 4th Quarter Earnings Conference Call November 15,

Segment Operating Income Segment Operating Income Segment Operating Income (in millions) QuarteEnded September 30, Twelve Months Ended September 30, Better/(Worse) Better/(Worse) 2004 2003 $ % 2004 2003 $ % Operating Income Light Vehicle Systems (1) $ 9 $ 28 $ (19) -68% $ 112 $ 135 $ (23) -17% Commercial Vehicle Systems 48 32 16 50% 164 111 53 48% Segment Operating Income 57 60 (3) -5% 276 246 30 12% Costs for Withdrawn Tender Offer - - - (16) - (16) Operating Income $ 57 $ 60 $ (3) -5% $ 260 $ 246 $ 14 6% Operating Margins 0.8% 2.6% (1.8) 2.3% 3.1% (0.8) Light Vehicle Systems Commercial Vehicle Systems 5.3% 5.2% 0.1 5.1% 4.6% 0.5 Segment Operating Margins 2.8% 3.5% (0.7) 3.4% 3.7% (0.3) Operating Margins 2.8% 3.5% (0.7) 3.2% 3.7% (0.5) (1) Includes a $20 million gain on sale of shareholdings in APA and $12 million of environmental remediation costs in the twelve months ended September 30, 2004, and includes a $20 million gain on sale of CTF in the twelve months and three months ended September 30, 2003. Includes $4 million of environmental remediation costs in the three months ended September 30, 2004. 8 FY 2004 4th Quarter Earnings Conference Call

FY 2004 4th Quarter Earnings Conference Call
November 15, 2004

Cash Flow Highlights

	Twelve Months Ended
	September 30,
(in millions)	2004			2003
OPERATING ACTIVITIES
Income from continuing operations	$	127		$	100
Adjustments to income from continuing operations
Depreciation and other amortization		183			185
Other non-cash adjustments		(30	)		(7	)
Pension and retiree medical expense		130			99
Pension and retiree medical contributions		(212	)		(163	)
Changes in assets and liabilities		164			(72	)
Net cash flows provided by continuing operations		362			142
Net cash flows provided by discontinued operations		44			42
Cash provided by operations (excluding securitization and factoring)		406			184
Changes in receivables securitization and factoring-continuing operations		(187	)		90
CASH PROVIDED BY OPERATING ACTIVITIES	$	219		$	274
INVESTING ACTIVITIES
Capital expenditures	$	(152	)	$	(173	)
Other investing cash flows provided by (used for) continuing operations		100			(3	)
Net investing cash flows used by discontinued operations		(68	)		(15	)
CASH USED FOR INVESTING ACTIVITIES	$	(120	)	$	(191	)
FINANCING ACTIVITIES
Net change in debt	$	(55	)	$	(29	)
Proceeds from exercise of stock options		6			—
Cash dividends		(28	)		(27	)
CASH USED FOR FINANCING ACTIVITIES	$	(77	)	$	(56	)

9

Balance Sheet Highlights Balance Sheet Highlights FY 2004 4th Quarter Earnings Conference Call November 15, 2004 Balance Sheet Highlights Amounts include discontinued operations. (in millions) 09/30/04 06/30/04 03/31/04 12/31/03 09/30/03 Cash $ 132 $ 122 $ 119 $ 137 $ 103 Short-term Debt $ 5 $ 5 $ 3 $ 12 $ 20 Long-term Debt 1,488 1,585 1,527 1,572 1,541 Total Debt $ 1,493 $ 1,590 $ 1,530 $ 1,584 $ 1,561 Minority Interests 70 68 72 77 68 Equity 988 1,124 1,076 1,050 925 Total Debt to Capital 59% 57% 57% 58% 61% Net Debt (1) 1,367 1,590 1,601 1,694 1,696 Factored Receivables 10 9 16 70 47 Securitized Receivables 32 142 225 223 237 Working Capital (2) 366 618 663 675 564 Working Capital % of Sales (3) 5.4% 6.7% 7.4% 7.1% 7.7% (1) Net debt is calculated as total debt less fair value of interest rate swaps plus factored and securitized receivables less cash. (2) Includes accounts receivable securitization and factored receivables and excludes cash and short-term debt. (3) Calculated using quarterly average working capital and current quarter annualized sales. 10

FY 2005 Light Vehicle Production Outlook FY 2005 Light Vehicle Production Outlook FY 2004 4th Quarter Earnings Conference Call November 15, 2004 FY 2005 Light Vehicle Production Outlook (in millions) Fiscal Ended September 30 Calendar Year Q1 Q2 Q3 Q4 Full Year Year North America 2005 Outlook 3.8 4.1 4.2 3.8 15.9 16.0 2004 Actual 3.9 4.2 4.2 3.6 15.9 15.8 Change -3% -2% 0% 6% 0% 1% Western Europe (1) 2005 Outlook 4.2 4.3 4.5 3.8 16.8 17.0 2004 Actual 4.3 4.3 4.4 3.7 16.7 16.6 Change -2% 0% 2% 3% 1% 2% (1) - Includes Czech Republic Source: CSM Worldwide, Inc. 11

FY 2005 Commercial Vehicle Production Outlook FY 2005 Commercial Vehicle Production Outlook FY 2004 4th Quarter Earnings Conference Call November 15, 2004 FY 2005 Commercial Vehicle Production Outlook (in thousands) Fiscal YearEnded September 30 Calendar Q1 Q2 Q3 Q4 Full Year Year North America - Class 8 Trucks (1) 2005 Outlook 64 69 72 70 275 282 2004 Actual 47 54 63 71 235 252 Change 36% 28% 14% -1% 17% 12% Western Europe - Heavy & Medium Trucks 2005 Outlook 93 91 97 79 360 353 2004 Actual 95 93 98 90 376 374 Change -2% -2% -1% -12% -4% -6% (1) - Includes U.S., Canada and Mexico Source: Western Europe - Global Insight 12

Light Vehicle Systems Net New Business Light Vehicle Systems Net New Business FY 2004 4th Quarter Earnings Conference Call November 15, 2004 Light Vehicle Systems Net New Business Sales Implied Actual Incremental Annual 2004 2005 2006 2007 Cumulative Growth $ 4,818 $ 280 $ 130 $ 100 $ 510 3% 13 FY 2004 4th Quarter Earnings Conference Call

FY 2004 Results and FY 2005 Outlook - Continuing Operations FY 2004 Results and FY 2005 Outlook - Continuing Operations 15, 2004 FY 2004 Results and FY 2005 Outlook n Continuing Operations (in millions, except EPS) FY 2004 FY 2005 Full Year Full Year Outlook (1) Sales $ 8,033 - $ 8,033 Light Vehicle Systems $ 4,818 (18) - 7 Commerical Vehicle Systems 3,215 440 - 485 422 492 Sales $ 8,033 $ 8,455 - $ 8,525 Operating Margin 3.2% 3.0% - 3.2% Interest Expense (107) (100) - (110) Effective Tax Rate 25% 27% - 27% Income from Continuing Operations $ 127 $ 110 - $ 125 Diluted Earnings Per Share $ 1.85 $ 1.60 - $ 1.80 (1) Outlook does not include the impact of any acquistions or divestitures. 14 FY 2004 4th Quarter Earnings Conference Call November 15, 20

FY 2005 Cash Flow Outlook FY 2005 Cash Flow Outlook FY 2005 Cash Flow Outlook (in millions) Full Year FY 2005 Income From Continuing Operations $ 110 - $ 125 Adjustments to Income Depreciation and Other Amortization 195 - 200 Pension and Retiree Medical Expense 108 - 108 Pension and Retiree Medical Contributions (160) - (170) Changes in Assets and Liabilities * (43) - (23) Cash Provided by Operations 210 - 240 (170) - (180) Capital Expenditures Free Cash Flow $ 40 - $ 60 Cash Dividends ($0.40 per share) $ (0.27) - $ (0.27) Note: Does not include the effects of any changes in A/R securitization and factoring or any future acquisitions or divestitures. * Includes discontinued operations 15

FY 2004 1st Quarter Results and FY 2005 1st Quarter Outlook - - Continuing Operations - - Continuing Operations - - Continuing Operations FY 2004 4th Quarter Earnings Conference Call November 15, 2004 FY 2004 1st Quarter Results and FY 2005 1st Quarter Outlook - - Continuing Operations FY 2004 FY 2005 (in millions, except EPS) 1st Quarter 1st Quarter Outlook (1) Sales $ 1,924 - $ 1,924 Light Vehicle Systems $ 1,239 (84) - (74) Commerical Vehicle Systems 685 200 - 210 116 - 136 Sales $ 1,924 $ 2,040 - $ 2,060 Operating Margin 2.2% 1.5% - 1.7% Interest Expense (26) (25) - (27) Effective Tax Rate 32% 27% - 27% Income from Continuing Operations $ 15 $ 10 - $ 14 Diluted Earnings Per Share $ 0.22 $ 0.15 - $ 0.20 (1) Outlook does not include the impact of any acquistions or divestitures. 16

FY 2004 4th Quarter Earnings Conference Call November 15, 2004 17 Appendix

Pension and Retiree Medical Update Pension and Retiree Medical Update FY 2004 4th Quarter Earnings Conference Call November 15, 2004 Pension and Retiree Medical Update September 30, Better/(Worse) Pension Funded Status 2004 2003 $ % Projected Benefit Obligation $ 1,510 $ 1,367 $ (143) -10% FMV of Assets 1,041 806 235 29% Funded Status $ (469) $ (561) $ 92 16% FY 2005 FY 2004 FY 2003 Expense & Contributions Outlook Actual Actual Pension and Retiree Medical Expense $ 108 $ 130 $ 99 Pension and Retiree Medical Contributions $ 165 $ 212 $ 162 18

FY 2004 Effective Tax Rate FY 2004 Effective Tax Rate FY 2004 4th Quarter Earnings Conference Call November 15, 2004 FY 2004 Effective Tax Rate Expected Continuing Operations 30% Nontaxable Gain on APA -3% -2% Capital Loss Benefits Actual Continuing Operations 25% Memo: Discontinued Operations 42% 19

Restated Fiscal 2004 Quarters FY 2004 4th Quarter Earnings Conference Call November 15, 2004 Restated Fiscal 2004 Quarters (in millions, except per share amounts) Three Months Ended 09/30/04 06/30/04 03/31/04 12/31/03 Sales Light Vehicle Systems $ 1,115 $ 1,237 $ 1,227 $ 1,239 Commercial Vehicle Systems 899 862 769 685 Total Sales $ 2,014 $ 2,099 $ 1,996 $ 1,924 Operating Income Light Vehicle Systems $ 9 $ 34 $ 42 $ 27 Commercial Vehicle Systems 48 49 36 31 Dana Costs - - - (16) Total Operating Income $ 57 $ 83 $ 78 $ 42 Income From Continuing Operations $ 30 $ 42 $ 40 $ 15 Income (Loss) from Discontinued Operations (183) 9 1 4 Net Income (Loss) $ (153) $ 51 $ 41 $ 19 DILUTED EARNINGS PER SHARE Continuing Operations $ 0.44 $ 0.61 $ 0.58 $ 0.22 Discontinued Operations (2.67) 0.13 0.01 0.06 Diluted Earnings Per Share $ (2.23) $ 0.74 $ 0.59 $ 0.28 Note: Amounts have been restated for discontinued operations and the change in the method of accounting for certain inventories. 20

Restated Fiscal 2003 Quarters FY 2004 4th Quarter Earnings Conference Call November 15, 2004 Restated Fiscal 2003 Quarters (in millions, except per share amounts) Three Months Ended 09/30/03 06/30/03 03/31/03 12/31/02 Sales Light Vehicle Systems $ 1,082 $ 1,181 $ 1,150 $ 888 Commercial Vehicle Systems 616 645 589 572 Total Sales $ 1,698 $ 1,826 $ 1,739 $ 1,460 Operating Income Light Vehicle Systems $ 28 $ 43 $ 26 $ 38 Commercial Vehicle Systems 32 36 21 22 Total Operating Income $ 60 $ 79 $ 47 $ 60 Income From Continuing Operations $ 26 $ 35 $ 15 $ 24 Income from Discontinued Operations 12 12 5 8 Income Before Cumulative Effect of Accounting Change $ 38 $ 47 $ 20 $ 32 DILUTED EARNINGS PER SHARE Continuing Operations $ 0.38 $ 0.52 $ 0.22 $ 0.35 Discontinued Operations 0.18 0.17 0.08 0.12 Diluted Earnings Per Share Before Cumulative Effect $ 0.56 $ 0.69 $ 0.30 $ 0.47 Note: Amounts have been restated for discontinued operations and the change in the method of accounting for certain inventories. 21

FY 2004 Light Vehicle Production FY 2004 Light Vehicle Production FY 2004 Light Vehicle Production (in millions) Fiscal Ended September 30 Calendar Year Q1 Q2 Q3 Q4 Full Year Year North America 2004 Actual 3.9 4.2 4.2 3.6 15.9 15.8 2003 Actual 3.9 4.2 4.2 3.6 15.9 15.9 Change 0% 0% 0% 0% 0% -1% Western Europe (1) 2004 Actual 4.3 4.3 4.4 3.7 16.7 16.6 2003 Actual 4.2 4.4 4.4 3.6 16.6 16.7 Change 2% -2% 0% 3% 1% -1% (1) - Includes Czech Republic Source: CSM Worldwide, Inc. 22

FY 2004 Commercial Vehicle Production FY 2004 Commercial Vehicle Production FY 2004 Commercial Vehicle Production (in thousands) Fiscal Ended September 30 Calendar Year Q1 Q2 Q3 Q4 Full Year Year North America - Class 8 Trucks (1) 2004 Actual 47 54 63 71 235 252 2003 Actual 41 35 43 45 164 170 Change 15% 54% 47% 58% 43% 48% Western Europe - Heavy & Medium Trucks 2004 Actual 95 93 98 90 376 374 2003 Actual 98 93 92 81 364 361 Change -3% 0% 7% 11% 3% 4% (1) - Includes United States, Canada and Mexico Source: Western Europe - Global Insight 23

Non-GAAP Financial Information FY 2004 4th Quarter Earnings Conference Call November 15, 2004

Use of Non-GAAP Financial Information In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included throughout this presentation, the Company has provided information regarding certain non-GAAP financial measures. These measures include "net debt" and "free cash flow". Net debt is defined as total debt less the fair value adjustment of debt due to interest rate swaps, plus securitized and factored receivables, less cash. Free cash flow represents net cash provided by operating activities before the net change in accounts receivable securitized or factored, less capital expenditures. The Company believes it is appropriate to exclude the net change in securitized and factored accounts receivable in the calculation of free cash flow since the sale of receivables may be viewed as a substitute for borrowing activity. Management believes that the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the Company's financial position and results of operations. In particular, management believes that net debt is an important indicator of the Company's overall leverage and free cash flow is useful in analyzing the Company's ability to service and repay its debt. Further, management uses these non-GAAP measures for planning and forecasting in future periods. Neither, net debt nor free cash flow should be considered substitutes for debt, cash provided by operating activities or other balance sheet or cash flow statement data prepared in accordance with GAAP or as a measure of financial position or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and thus, does not reflect funds available for investment or other discretionary uses. These non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. Set forth on the following slides are reconciliations of these non-GAAP financial measures, if applicable, to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Non-GAAP Financial Information - Net Debt Non-GAAP Financial Information n Net Debt (in millions) 09/30/04 6/30/04 3/31/04 12/31/03 09/30/03 Total Debt 1,493 1,590 1,530 1,584 1,561 Less: Fair value of interest rate swaps (36) (29) (51) (46) (46) Plus: Receivable securitization 32 142 225 223 237 Plus: Receivable factorization 10 9 16 70 47 Subtotal 1,499 1,712 1,720 1,831 1,799 Less: Cash (132) (122) (119) (137) (103) Net Debt $ 1,367 $ 1,590 $ 1,601 $ 1,694 $ 1,696 Net debt is calculated as total debt less fair value of interest rate swaps plus factored and securitized receivables less cash. 26

Non-GAAP Financial Information - Free Cash Flow Non-GAAP Financial Information n Free Cash Flow (in millions) Full Year FY 2004 Cash Provided by Operating Activities $ 219 Changes in Receivables Securitization and Factoring Continuing Operations 187 Discontinued Operations 39 Cash Provided by Operations, excluding Securitization and Factoring 445 Capital Expenditures Continuing Operations (152) (68) Discontinued Operations Free Cash Flow $ 225 27