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): July 28, 2005

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 (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02.        Results of Operations and Financial Condition

On July 28, 2005, ArvinMeritor, Inc. (“ArvinMeritor” or the “company”) issued a press release reporting its financial results for the quarter ended June 30, 2005. The release is furnished as Exhibit 99a to this Form 8-K.

On July 28, 2005, ArvinMeritor held a web-cast conference call, available to the public, to discuss its financial results for the quarter ended June 30, 2005. 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 July 28, 2005.

99b – Presentation made on earnings conference call, July 28, 2005

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: July 28, 2005

EXHIBIT INDEX

Exhibit No.	Description
99a	Press release of ArvinMeritor, Inc., dated July 28, 2005.
99b	Presentation made on earnings conference call, July 28, 2005

EX-99.A

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

Investor Inquiries
Brian Casey
(248) 435-0015
brian.casey@arvinmeritor.com

ArvinMeritor Reports Fiscal Year 2005 Third-Quarter Results

TROY, Mich. (July 28, 2005)  — ArvinMeritor, Inc. (NYSE: ARM) today reported financial results for its third fiscal quarter ended June 30, 2005.

• Sales of $2.4 billion, up 15 percent from the same period last year

• Commercial Vehicle Systems (CVS) sales of $1.1 billion, up $256 million, or 30 percent, from last year’s third quarter, with an operating margin of 6.4 percent, up from 5.7 percent in the third quarter of the prior year

• Income from continuing operations, excluding $4 million of after-tax restructuring costs for programs announced in May, was $48 million, or $0.70 cents per diluted share, up 14 percent from the same period last year 

• Free cash flow was $51 million, an improvement of $48 million compared to the third quarter of fiscal year 2004

 “We had a strong third quarter, despite difficult industry conditions,” said Chairman, CEO and President Charles G. “Chip” McClure. “Continued strong volumes in our CVS business, along with a well-balanced product, customer and geographic mix, drove increased sales. The restructuring actions we announced in May are beginning to produce results and strengthen our overall financial position. I am proud of our entire organization and what we have been able to accomplish during an exceptionally demanding time.”

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Third-Quarter Results 2005

For the third quarter of fiscal year 2005, ArvinMeritor posted sales of $2.4 billion, a 15-percent increase when compared to the same period last year. The primary factors that contributed to this increase were higher volumes in CVS and sales from the company’s new commercial vehicle axle joint ventures with the Volvo Group in Europe. In addition, currency translation, primarily due to the stronger euro in relation to the U.S. dollar, increased sales approximately $60 million.

Operating income was $90 million, up $8 million or 10 percent, compared to $82 million in the prior year’s third quarter. Operating income for the quarter includes $6 million of restructuring costs associated with programs announced in May. The increase in operating income was driven primarily by increased volumes in CVS and a continued focus on reducing cost and improving productivity.

Income from continuing operations was $44 million, or $0.64 per diluted share, compared to $42 million, or $0.61 per diluted share a year ago. Excluding the $4 million of after-tax restructuring costs associated with programs announced in May, income from continuing operations was $48 million, or $0.70 per diluted share. These results are in line with the guidance the company provided in June.

James Donlon, ArvinMeritor’s chief financial officer, said, “Although the cost of steel continued to have a negative impact on our financial performance this quarter, we’re beginning to see some moderation in the higher costs for steel.” Steel costs, net of recovery, were approximately $20 million higher in the third quarter than in the same period last year.

Income from discontinued operations was $2 million, or $0.02 per diluted share, compared to $9 million, or $0.13 per diluted share last year. This decline is largely attributable to $6 million of after-tax costs associated with the company’s new supply agreement with Midas announced in May, and the loss of income resulting from the sale of Roll Coater in November 2004.

Net income was $46 million, or $0.66 per diluted share, compared to net income of $51 million, or $0.74 per diluted share last year.

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Rationalize and Refocus

As part of its ongoing efforts to rationalize and refocus its business, ArvinMeritor is on track with its previously announced workforce reductions and facility closures. In large part, these actions affect the global operations of the Light Vehicle Systems (LVS) business. Recently, the company announced the closing of a light vehicle exhaust operation in Mosciano, Italy. It also announced its intention to move the manufacturing of trailer axles from Wrexham, U. K., to a more cost efficient location. This move will potentially affect about 200 employees.

The company also announced today that it is extending the timeframe for completion of the proposed sale of its Light Vehicle Aftermarket (LVA) business into fiscal year 2006. “We remain committed to becoming a more focused company, said McClure. “We are approaching the sale of LVA in a disciplined manner, and we are determined to achieve fair market value and a favorable return for ArvinMeritor and its shareowners.”

Fourth-Quarter and Fiscal Year 2005 Outlook

ArvinMeritor’s forecast for North American Class 8 truck production is 310,000 units in fiscal year 2005, up from the previous outlook of 307,000 units. The company’s outlook for Western European heavy and medium truck volumes is 420,000 units, down slightly from the previous outlook of 421,000 units.

For light vehicle production, the company’s fiscal year 2005 outlook is 15.6 million vehicles in North America, unchanged from our previous forecast, and 16.4 million vehicles in Western Europe, down from 16.9 million units.

“Our sales outlook for fiscal year 2005 remains strong and is expected to be approximately $8.8 billion,” said McClure. The company expects its income from continuing operations for fiscal year 2005 to be at the higher end of the previously forecasted range of $1.40 to $1.60 per diluted share, before special items.

“We are encouraged by the early results of our restructuring plan,” McClure continued. “Moving quickly is imperative in today’s automotive industry, and we intend

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to continue our efforts to evaluate all areas of the company. We will work diligently as a team to take the necessary actions to remove excess capacity, reduce fixed costs and increase our operational efficiencies.”

About ArvinMeritor

        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., ArvinMeritor employs approximately 31,000 people at more than 120 manufacturing facilities in 25 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: http://www.arvinmeritor.com/.

###

Forward-Looking Statements

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 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 and potential disruption of production and supply due to terrorist attacks or acts of aggression); availability and cost of raw materials, including steel; 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; the financial condition of the company’s suppliers and customers, including potential bankruptcies; 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.

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Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP), the company has provided information regarding income from continuing operations, diluted earnings per share, and segment operating income and margins before special items which are non-GAAP financial measures. These non-GAAP measures are defined as reported income or loss from continuing operations, reported diluted earnings or loss per share and segment operating income plus or minus special items. The company has also provided information about “free cash flow”, a non-GAAP financial measure. Free cash flow represents net cash provided by operating activities before the net change in securitized and factored accounts receivables, less capital expenditures. The company believes it is appropriate to exclude the net change in securitized and factored accounts receivables in the calculation of free cash flow since the sale of receivables may be viewed as a substitute for borrowing activity.

Management believes these non-GAAP financial measures are useful to both management and investors in the analysis of the company’s results of operations and financial position. Management believes free cash flow is useful in analyzing the company’s ability to service and repay its debt. These non-GAAP measures should not be considered a substitute for the reported results of operations or cash provided by operating activities prepared in accordance with GAAP. Furthermore, free cash flow does not reflect all available cash that could be used to service debt and does not reflect all funds available for investment or other discretionary uses. These non-GAAP financial measures may not be comparable to related or other similarly titled measures reported by other companies.

Included is a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Third-Quarter Results Conference Call

The company will host a telephone conference call and Web cast to discuss the company’s fiscal year 2005 third quarter financial results on Thursday, July 28, 2005, at 11:15 a.m. (ET). To participate, call (706) 643-7449 approximately 10 minutes prior to the start of the call. Please reference ArvinMeritor when dialing in to participate. Investors can also listen to the conference call in real time — or for 90 days by recording — by visiting www.arvinmeritor.com.

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A replay of the call will be available from 1 p.m. July 28, until midnight, July 30, 2005, by calling (800) 642-1687 (within the United States and Canada) or (706) 645-9291 (international calls). Please refer to passcode 7411218.

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 investor page.

ARVINMERITOR, INC.
CONSOLIDATED INCOME STATEMENT
(Unaudited, in millions)

	Quarter Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
	(Unaudited)
Sales	$	2,411		$	2,099		$	6,777		$	6,019
Cost of Sales		(2,210	)		(1,913	)		(6,293	)		(5,513	)
GROSS MARGIN		201			186			484			506
SG&A		(104	)		(100	)		(288	)		(289	)
Restructuring Costs		(7	)		(4	)		(81	)		(11	)
Gain on Divestitures		—			—			4			20
Environmental Remediation Costs		—			—			(6	)		(8	)
Customer Bankruptcies		—			—			(10	)		—
Costs for Withdrawn Tender Offer		—			—			—			(16	)
OPERATING INCOME		90			82			103			202
Equity in Earnings of Affiliates		7			5			20			12
Gain on Sale of Marketable Securities		—			—			—			7
Interest Expense, Net and Other		(31	)		(26	)		(89	)		(77	)
INCOME BEFORE TAXES		66			61			34			144
Provision for Income Taxes		(18	)		(16	)		(9	)		(39	)
Minority Interests		(4	)		(3	)		(4	)		(8	)
Income From Continuing Operations		44			42			21			97
Income from Discontinued Operations		2			9			10			14
NET INCOME	$	46		$	51		$	31		$	111
DILUTED EARNINGS PER SHARE
Continuing Operations	$	0.64		$	0.61		$	0.30		$	1.41
Discontinued Operations		0.02			0.13			0.15			0.21
Diluted Earnings Per Share	$	0.66		$	0.74		$	0.45		$	1.62
Diluted Shares Outstanding		69.2			68.8			69.3			68.6

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

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

	Quarter Ended June 30,					Nine Months Ended June 30,
	2005			2004		2005			2004
	(Unaudited)					(Unaudited)
Sales:
Light Vehicle Systems	$	1,293		$	1,237	$	3,720		$	3,703
Commercial Vehicle Systems		1,118			862		3,057			2,316
Total Sales	$	2,411		$	2,099	$	6,777		$	6,019
Operating Income (Loss):
Light Vehicle Systems	$	20		$	33	$	(35	)	$	110
Commercial Vehicle Systems		72			49		146			116
Segment Operating Income		92			82		111			226
Environmental Remediation Costs		—			—		(6	)		(8	)
Unallocated Corporate Costs		(2	)		—		(2	)		—
Costs for Withdrawn Tender Offer		—			—		—			(16	)
Total Operating Income	$	90		$	82	$	103		$	202

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

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

	June 30, 2005		September 30, 2004
	(Unaudited)
ASSETS
Cash	$	180	$	132
Receivables		1,519		1,478
Inventories		571		523
Other current assets		256		238
Assets of discontinued operations		575		615
Net property		1,009		1,032
Goodwill		800		808
Other assets		816		813
TOTAL ASSETS	$	5,726	$	5,639
LIABILITIES AND SHAREOWNERS’ EQUITY
Short-term debt	$	40	$	3
Accounts payable		1,448		1,366
Accrued and other current liabilities		664		622
Liabilities of discontinued operations		241		282
Other liabilities		771		830
Long-term debt		1,472		1,487
Minority interest		58		61
Equity		1,032		988
TOTAL LIABILITIES AND SHAREOWNERS’ EQUITY	$	5,726	$	5,639

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

	Nine Months Ended June 30,
	2005			2004
OPERATING ACTIVITIES
Income from continuing operations	$	21		$	97
Adjustments to income from continuing operations     Depreciation and other amortization		137			138
Gain on divestitures		(4	)		(20	)
Gain on sale of marketable securities		—			(7	)
Restructuring costs, net of payments		55			1
Pension and retiree medical expense		82			99
Pension and retiree medical contributions		(141	)		(185	)
Proceeds from termination of interest rate swaps		22			—
Changes in receivable securitization and factoring		137			(115	)
Changes in assets and liabilities		(174	)		(71	)
Net cash flows provided by (used for) continuing operations		135			(63	)
Net cash flows provided by (used for) discontinued operations		(147	)		48
CASH USED FOR OPERATING ACTIVITIES		(12	)		(15	)
INVESTING ACTIVITIES
Capital expenditures		(102	)		(97	)
Acquisitions of businesses and investments, net of cash acquired		(24	)		(1	)
Proceeds from dispositions of property and businesses		38			84
Proceeds from sale of marketable securities		—			18
Net investing cash flows provided by (used for) discontinued operations		157			(10	)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES		69			(6	)
FINANCING ACTIVITIES
Net change in revolving debt		—			45
Payment of notes		(21	)		—
Net change in other debt		23			5
Net change in debt		2			50
Proceeds from exercise of stock options		5			5
Cash dividends		(21	)		(21	)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES		(14	)		34
IMPACT OF CURRENCY ON CASH		5			6
CHANGE IN CASH		48			19
CASH AT BEGINNING OF PERIOD		132			103
CASH AT END OF PERIOD	$	180		$	122

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

ARVINMERITOR, INC.
SELECTED FINANCIAL INFORMATION - RECONCILATION
Non-GAAP
(Unaudited, in millions)

	Q3 FY 05 Reported			Restructuring Actions		Q3 FY05 Adjusted
Sales	$	2,411		$	—	$	2,411
Operating Income		90			6		96
Income from Continuing Operations		44			4		48
Diluted Earnings Per Share - Continuing Operations	$	0.64		$	0.06	$	0.70
Operating Income
LVS Operating Income	$	20		$	5	$	25
CVS Operating Income		72			1		73
Segment Operating Income		92			6		98
Unallocated Corporate Costs		(2	)		—		(2	)
Total Operating Income	$	90		$	6	$	96
Operating Margins
LVS		1.5	%				1.9	%
CVS		6.4	%				6.5	%
Segment Operating Margins		3.8	%				4.1	%
Total Operating Margins		3.7	%				4.0	%

ARVINMERITOR, INC.
FREE CASH FLOW RECONCILIATION
Non-GAAP
 (Unaudited, in millions)

	Cash Flow Provided by (Used for) Operating Activities			A/R Securitization & Factoring			Capital Expenditures*			Free Cash Flow
Nine Months ended 06/30/05	$	(12	)	$	(137	)	$	(107	)	$	(256	)
Six Months ended 03/31/05		(203	)		(38	)		(66	)		(307	)
Three Months ended 06/30/05	$	191		$	(99	)	$	(41	)	$	51

* Includes capital expenditures of discontinued operations of $5 million for the nine months ended 06/30/05 and $3 million for the six months ended 03/31/05.

	Cash Flow Provided by (Used for) Operating Activities			A/R Securitization & Factoring		Capital Expenditures*			Free Cash Flow
Nine Months ended 06/30/04	$	(15	)	$	115	$	(108	)	$	(8	)
Six Months ended 03/31/04		34			27		(72	)		(11	)
Three Months ended 06/30/04	$	(49	)	$	88	$	(36	)	$	3

* Includes capital expenditures of discontinued operations of $11 million for the nine months ended 06/30/04 and $9 million for the six months ended 03/31/04.

EX-99.B

July 28, 2005

FY 2005 3rd Quarter
Earnings Conference Call
Chip McClure, President, Chairman and CEO
Jim Donlon, Senior Vice President and CFO
Rakesh Sachdev, Senior Vice President Corporate Strategy

Forward-Looking Statements

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

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 and potential disruption production and supply due to terrorist attacks or acts of aggression; availability and cost of raw materials, including steel; 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; the financial condition of the company’s suppliers and customers, including potential bankruptcies; 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.

2

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

3^rd Quarter Income Statement

(in millions, except per share amounts)

2005

2004

$

%

Sales

2,411

$               

2,099

$                  

312

$                  

15%

Cost of Sales

(2,210)

(1,913)

(297)

-16%

GROSS MARGIN

201

186

15

8%

SG&A

(104)

(100)

(4)

-4%

Restructuring Costs

(7)

(4)

(3)

OPERATING INCOME

90

82

8

10%

Equity in Earnings of Affiliates

7

5

2

40%

Interest Expense, Net and Other

(31)

(26)

(5)

-19%

INCOME BEFORE INCOME TAXES

66

61

5

8%

Provisions for Income Taxes

(18)

(16)

(2)

-13%

Minority Interests

(4)

(3)

(1)

-33%

Income From Continuing Operations

44

42

2

5%

Income from Discontinued Operations

2

9

(7)

-78%

NET INCOME

46

$                     

51

$                     

(5)

$                     

-10%

DILUTED EARNINGS PER SHARE

Continuing Operations

0.64

$                  

0.61

$                  

0.03

$                  

5%

Discontinued Operations

0.02

0.13

(0.11)

-85%

Diluted EPS

0.66

$                  

0.74

$                  

(0.08)

$                 

-11%

Three Months Ended June 30,

Better/(Worse)

3

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Restructuring Actions

Annual savings estimated at $50 – $60 million.

($ In Millions)

LVS

CVS

Total

1Q

2Q

3Q

YTD

New Actions

Salaried reduction in force

10

$            

13

$            

23

$            

-

$              

23

$            

-

$              

23

$            

Facility rationalization

Employee severance

47

6

53

-

16

5

21

Shutdown costs and other

27

9

36

-

-

-

-

Total facility rationalization

74

15

89

-

16

5

21

Asset impairments

23

-

23

-

23

1

24

Total New Actions

107

$         

28

$            

135

$         

-

$              

62

$            

6

$              

68

$            

Total Previous Actions

16

-

16

10

2

1

13

Total Estimated Restructuring Costs

123

$         

28

$            

151

$         

10

$            

64

$            

7

$              

81

$            

Total Estimated Costs

Total Recorded Fiscal 2005

4

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Segment Sales

(in millions)

2005

2004

$

%

Light Vehicle Systems

North America

545

$               

511

$               

34

$                 

7%

Europe

612

603

9

1%

South America

65

45

20

44%

Asia-Pacific and Other

71

78

(7)

-9%

Total Sales

1,293

1,237

56

5%

Commercial Vehicle Systems

North America

682

530

152

29%

Europe

304

225

79

35%

South America

61

35

26

74%

Asia-Pacific and Other

71

72

(1)

-1%

Total Sales

1,118

862

256

30%

Reported Sales

2,411

$            

2,099

$            

312

$               

15%

Better/(Worse)

Quarter Ended June 30,

5

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Segment Operating Income

(in millions)

2005 (1)

2004

$

%

Operating Income

Light Vehicle Systems

25

$                     

33

$                     

(8)

$                     

-24%

Commercial Vehicle Systems

73

49

24

49%

Segment Operating Income

98

82

16

20%

Unallocated Corporate Costs

(2)

-

(2)

Operating Income

96

$                     

82

$                     

14

$                     

17%

Operating Margins

Light Vehicle Systems

1.9%

2.7%

(0.8)

Commercial Vehicle Systems

6.5%

5.7%

0.8

Segment Operating Margins

4.1%

3.9%

0.2

Total Operating Margins

4.0%

3.9%

0.1

(1)  Before restructuring costs announced in May 2005.

Better/(Worse)

Quarter Ended June 30,

6

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Balance Sheet Highlights

(in millions)

06/30/05

03/31/05

12/31/04

09/30/04

06/30/04

Cash

180

$                           

99

$                             

91

$                             

132

$                           

122

$                           

Short-term Debt

40

$                             

7

$                              

7

$                              

3

$                              

3

$                              

Long-term Debt

1,472

1,537

1,516

1,487

1,585

Total Debt

1,512

$                        

1,544

$                        

1,523

$                        

1,490

$                        

1,588

$                        

Minority Interests

58

59

62

61

60

Equity

1,032

1,062

1,170

988

1,124

Total Debt to Capital

58%

58%

55%

59%

57%

Factored Receivables

23

15

-

10

9

Securitized Receivables

156

65

1

32

142

Net Debt (1)

1,484

1,504

1,396

1,364

1,588

Working Capital  (2)

413

465

469

293

553

Working Capital % of Sales (3)

4.6%

5.1%

4.6%

5.3%

6.7%

(1)

(2)

(3)

Calculated using quarterly average working capital and current quarter annualized sales.

Net debt is calculated as total debt less fair value of interest rate swaps plus factored and securitized receivables less cash.

Includes accounts receivable securitization and factored receivables and excludes cash, short-term debt, and assets and liabilities of discontinued

operations.

7

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Cash Flow Highlights

(in millions)

2005

2004

OPERATING ACTIVITIES

Income from continuing operations

44

$                           

42

$                           

Adjustments to income from continuing operations:

Depreciation and amortization

44

43

Pension and retiree medical expense

27

33

Pension and retiree medical contributions

(95)

(141)

Proceeds from termination of interest rate swaps

22

-

Other non-cash adjustments

(3)

4

Changes in assets and liabilities

70

13

Cash flows provided by (used for) continuing operations

109

(6)

Cash flows provided by (used for) discontinued operations

(17)

45

Cash provided by operations (excluding securitization and factoring)

92

39

Changes in receivables securitization and factoring

99

(88)

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES

191

$                          

(49)

$                           

INVESTING ACTIVITIES

Capital expenditures

(39)

$                           

(34)

$                           

Other investing cash flows

3

13

Net investing cash flows used for discontinued operations

(2)

(3)

CASH USED FOR INVESTING ACTIVITIES

(38)

$                           

(24)

$                           

FINANCING ACTIVITIES

Net change in debt

(66)

$                           

82

$                           

Cash dividends

(7)

(7)

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES

(73)

$                           

75

$                           

Three Months Ended June 30,

8

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Light Vehicle Systems Net New Business

Implied

Actual

Annual

2004

2005

2006

2007

2008

Cumulative

Growth

4,818

$         

312

$            

16

$              

4

$               

185

$            

517

$            

2.6%

Sales (in millions)

Incremental

9

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

FY 2005 Commercial Vehicle Production Outlook

(in thousands)

Calendar

Q1

Q2

Q3

Q4

Full Year

Year

North America - Class 8 Trucks (1)

2005 Outlook

74

79

86

71

310

307

2004 Actual

47

54

63

71

235

262

Change

57%

46%

37%

0%

32%

17%

Western Europe - Heavy & Medium Trucks

2005 Outlook

96

108

116

100

420

435

2004 Actual

95

93

98

90

376

377

Change

1%

16%

18%

11%

12%

15%

(1) - Includes U.S., Canada and Mexico

Source: Western Europe - Global Insight

Fiscal Year Ended September 30

10

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

FY 2005 Light Vehicle Production Outlook

(in millions)

Calendar

Q1

Q2

Q3

Q4

Full Year

Year

North America

2005 Outlook

3.8

4.0

4.1

3.7

15.6

15.7

2004 Actual

3.9

4.2

4.2

3.6

15.9

15.8

Change

-3%

-5%

-2%

3%

-2%

-1%

Western Europe (1)

2005 Outlook

4.1

4.2

4.4

3.7

16.4

16.6

2004 Actual

4.3

4.3

4.6

3.7

16.9

16.7

Change

-5%

-2%

-4%

0%

-3%

-1%

(1) - Includes Czech Republic

Source: CSM Worldwide, Inc.

Fiscal Year Ended September 30

11

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

FY 2004 Results and FY 2005 Outlook – Continuing Operations

(in millions, except EPS)

FY 2004

Full Year

Sales

8,033

$                        

8,750

$                 

-

8,825

$                  

Operating Margin

3.2%

2.5%

-

2.8%

Interest Expense

(107)

(123)

-

(122)

Effective Tax Rate

25%

27%

-

27%

Income from Continuing Operations

127

$                           

97

$                     

-

110

$                     

Diluted Earnings Per Share

1.85

$                           

1.40

$                  

-

1.60

$                    

Full Year Outlook (1)

FY 2005

(1)  Outlook does not include the impact of any future acquisitions or divestitures, or the impact of additional

restructuring actions.  Outlook also excludes $0.10 per diluted share of customer bankruptcy write offs, $0.06 per diluted

share of environmental remediation costs and $0.72 of restructuring charges, which were recorded in the nine months

ended June 30, 2005.

12

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

FY 2005 Cash Flow Outlook

(in millions)

Income From Continuing Operations

97

$                  

-

110

$               

Adjustments to Income

Depreciation and Other Amortization

180

-

185

Pension and Retiree Medical Expense

110

-

110

Pension and Retiree Medical Contributions

(166)

-

(166)

Changes in Assets and Liabilities

(141)

-

(174)

Cash Provided by Operations

80

-

65

Capital Expenditures

(155)

-

(165)

Free Cash Flow

(75)

$                 

-

(100)

$               

Net Proceeds from Acquisitions and Divestitures

171

$               

-

171

$               

Cash Dividends ($0.40 per share)

(28)

$                 

-

(28)

$                 

Note: Does not include the effects of any changes in A/R securitization and factoring or any future

acquisitions or divestitures.

Full Year

FY 2005

13

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Non-GAAP Financial Information

14

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

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 income from continuing operations,
diluted earnings per share and segment operating income and margins before special items which are non-GAAP financial
measures.  These non-GAAP measures are defined as reported income or loss from continuing operations, reported diluted
earnings or loss per share and segment operating income plus or minus special items.  Other non-GAAP financial 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.

These non-GAAP measures should not be considered a substitute for the reported results prepared in accordance with GAAP.
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.

15

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Non-GAAP Financial Information – Net Debt

(in millions)

06/30/05

03/31/05

12/31/04

09/30/04

06/30/04

Short-term debt

40

$                  

7

$                     

7

$                     

3

$                     

3

$                     

Long-term debt

1,472

1,537

1,516

1,487

1,585

Total Debt

1,512

1,544

1,523

1,490

1,588

Less:

Fair value of interest rate swaps

(8)

(21)

(37)

(36)

(29)

Less:

Unamortized gain on swap termination

(19)

-

-

-

-

Plus:  

Receivable securitization

156

65

1

32

142

Plus:  

Factored receivables

23

15

-

10

9

   Subtotal

1,664

1,603

1,487

1,496

1,710

Less:

Cash

(180)

(99)

(91)

(132)

(122)

    Net Debt

1,484

$              

1,504

$              

1,396

$              

1,364

$              

1,588

$              

16

FY 2005 3^rd Quarter Earnings Conference Call

July 28, 2005

Non-GAAP Financial Information –

3^rd Qtr FY 05 Results before Special Items

Q3 FY 05   

Reported

Restructuring

Q3 FY05

Adjusted

Sales

2,411

$         

-

$                     

2,411

$               

Gross Margin

201

-

201

Operating Income

90

6

96

Income from Continuing Operations

44

4

48

Diluted Earnings Per Share - Continuing Operations

0.64

$            

0.06

$               

0.70

$                 

Guidance

$0.60 - $0.70

Segment Operating Income

LVS Operating Income

20

$               

5

$                     

25

$                    

CVS Operating Income

72

1

73

Segment Operating Income

92

6

98

Unallocated Corporate Costs

(2)

-

(2)

Total Operating Income

90

$               

6

$                     

96

$                    

Operating Margins

LVS

1.5%

1.9%

CVS

6.4%

6.5%

Segment Operating Margins

3.8%

4.1%

Total Operating Margins

3.7%

4.0%

17