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, 2005

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	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 November 15, 2005, ArvinMeritor, Inc. issued a press release reporting its financial results for the quarter and fiscal year ended September 30, 2005. The release is furnished as Exhibit 99a to this Form 8-K.

On November 15, 2005, ArvinMeritor, Inc. held a web-cast conference call, available to the public, to discuss its financial results for the fiscal year ended September 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

(d) Exhibits

99a – Press release of ArvinMeritor, Inc., dated November 15, 2005

99b – Presentation made on earnings conference call, November 15, 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: November 15, 2005

EXHIBIT INDEX

Exhibit No. Description

99a Press release of ArvinMeritor, Inc., dated November 15, 2005.

99b Presentation made on earnings conference call, November 15, 2005

EX-99.A

Exhibit 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 Fourth-Quarter and Fiscal Year 2005 Results

Achieves Full-Year Income from Continuing Operations, Before Special Items,

at Upper End of Guidance Range

TROY, Mich. (Nov. 15, 2005) — ArvinMeritor, Inc. (NYSE: ARM) today reported financial results for its full fiscal year and fourth quarter ended Sept. 30, 2005.

• In line with guidance previously provided, full-year income from continuing operations, before special items, was $110 million, or $1.57 per diluted share.

• On a GAAP basis, income from continuing operations was $33 million, or $0.47 per diluted share, which includes $72 million of after-tax restructuring charges the company incurred to reshape the business.

• Sales from continuing operations for fiscal year 2005 were $8.9 billion, up $870 million, or 11 percent, compared to the same period last year.

• Fourth-quarter income from continuing operations before special items was $29 million, or $0.41 per diluted share. On a GAAP basis, income from continuing operations was $12 million, or $0.17 per diluted share.

(more)

2

• Fourth-quarter sales were $2.1 billion, up 6 percent from the same period last year.

“ArvinMeritor delivered a strong performance in the fourth quarter and throughout our 2005 fiscal year, despite the tough challenges confronting the entire automotive industry,” said Chairman, CEO and President Chip McClure. “Our experienced management team and dedicated employees delivered excellent performance, enabling ArvinMeritor to achieve full-year income from continuing operations, before special items, at the high end of our guidance range.”

Fourth-Quarter Results 2005

For the fourth quarter of fiscal year 2005, ArvinMeritor posted sales of $2.1 billion, a 6-percent increase over the same period last year. The increase in sales was driven by continued strength in commercial vehicle markets and an increase in sales from the company’s new Commercial Vehicle Systems (CVS) axle joint ventures with the Volvo group in Europe. Currency translation also increased sales by approximately $40 million.

Operating income, before special items, was $60 million in the fourth quarter of fiscal 2005. Restructuring costs in the fourth quarter of fiscal 2005 were $36 million, of which $33 million related to actions announced in May. Steel costs, net of recovery, were approximately $15 million higher in the fourth quarter than in the same period last year. Operating income was $58 million in the fourth quarter of fiscal year 2004.

Income from continuing operations, excluding special items, was $29 million, or $0.41 per diluted share. Special items included $20 million of after-tax restructuring costs associated with actions announced in May and $3 million of after-tax costs associated with the debt exchange completed in September. In addition, income from continuing operations excludes $6 million of one-time favorable tax benefits.

Jim Donlon, ArvinMeritor’s CFO, said, “We are pleased with the results of our CVS business, which saw sales of $997 million in the fourth quarter of fiscal year 2005. Excluding $5 million of new restructuring costs and higher net steel costs of $11 million, CVS operating margins would have been 6.3 percent, compared to the reported 5.3

(more)

3

percent in the fourth quarter of fiscal year 2004.” Donlon added, “Light Vehicle Systems (LVS) is leading the way with our restructuring efforts and have made excellent progress in reshaping the business. Restructuring costs are on target and actions are proceeding as planned.”

With regard to the Light Vehicle Aftermarket (LVA) business, “Due to evolving industry dynamics, we now believe selling the businesses individually, rather than as a whole, appears to be the right course of action to maximize our shareowners’ value,” McClure said. “This change in strategy has not materially impacted our view of the total expected proceeds. It does, however, for accounting purposes, require us to evaluate fair value on an individual business basis rather than LVA as a whole.” This resulted in an after-tax non-cash impairment charge of $28 million, or $0.40 per diluted share in certain LVA businesses. Loss from discontinued operations, including the impairment charge, was $31 million, or $0.44 per diluted share, compared to a loss of $183 million, or $2.67 per diluted share, last year.

Outlook for 2006

The company’s fiscal year 2006 forecast for light vehicle production is 15.6 million vehicles in North America and 16.4 million vehicles in Western Europe.

ArvinMeritor’s forecast for North American Class 8 truck production is 305,000 units in fiscal year 2006. The forecast for heavy and medium truck volumes in Western Europe is 421,000 units.

For the first quarter of fiscal year 2006, the sales forecast for continuing operations is $2.1 billion. The company’s outlook for diluted earnings per share from continuing operations is $0.13 to $0.17, before special items.

ArvinMeritor’s sales outlook for continuing operations in 2006 is expected to be approximately $8.6 billion, and the outlook for full-year diluted earnings per share from continuing operations is in the range of $1.50 to $1.70. This guidance excludes gains or losses on divestitures, restructuring costs, and other special items, including extended customer shutdowns or production interruptions.

(more)

4

“We are encouraged by the ongoing strong demand and volume in our commercial vehicle business – and the growth opportunities we see for both CVS and LVS in diesel emissions technology,” said McClure. “We are actively pursuing these and many other growth opportunities both in U.S. and international markets, while aggressively implementing actions to improve the profitability of our business.”

About ArvinMeritor

ArvinMeritor, Inc. is a premier 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 certain aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs approximately 29,000 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. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “estimate,” “should,” “are likely to be,” “will,” and similar expressions. 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; including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; 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.

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.

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

Fourth-Quarter and Fiscal Year 2005 Results Conference Call

The company will host a telephone conference call and Web cast to discuss the company’s fiscal year 2005 fourth-quarter and full year financial results on Tuesday, Nov. 15, 2005, at 9 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 by recording for 90 days — by visiting www.arvinmeritor.com.

A replay of the call will be available from 11 a.m. Nov. 15, until midnight, Nov. 17, 2005, by calling (800) 642-1687 (within the United States and Canada) or (706) 645-9291 (international calls). Please refer to conference ID number 1436150.

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 STATEMENT OF OPERATIONS

(Unaudited, in millions, except per share amount)

	Quarter Ended						Twelve Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(Unaudited)
Sales	$	2,126		$	2,014		$	8,903		$	8,033
Cost of Sales		(1,974	)		(1,853	)		(8,267	)		(7,366	)
GROSS MARGIN		152			161			636			667
Selling, General, & Administrative		(88	)		(96	)		(376	)		(385	)
Restructuring Costs		(36	)		(4	)		(117	)		(15	)
Gain on Divestitures, Net		—			—			4			20
Environmental Remediation Costs		(1	)		(3	)		(7	)		(11	)
Customer Bankruptcies		—			—			(10	)		—
Costs for Withdrawn Tender Offer		—			—			—			(16	)
OPERATING INCOME		27			58			130			260
Equity in Earnings of Affiliates		8			7			28			19
Gain on Sale of Marketable Securities		—			—			—			7
Interest Expense, Net and Other		(38	)		(30	)		(127	)		(107	)
INCOME (LOSS) BEFORE TAXES		(3	)		35			31			179
Benefit (Provision) for Income Taxes		14			(5	)		5			(44	)
Minority Interests		1			—			(3	)		(8	)
Income From Continuing Operations		12			30			33			127
Loss from Discontinued Operations		(31	)		(183	)		(21	)		(169	)
NET INCOME (LOSS)	$	(19	)	$	(153	)	$	12		$	(42	)
DILUTED EARNINGS (LOSS) PER SHARE
Continuing Operations	$	0.17		$	0.44		$	0.47		$	1.85
Discontinued Operations		(0.44	)		(2.67	)		(0.30	)		(2.46	)
Diluted Earnings (Loss) Per Share	$	(0.27	)	$	(2.23	)	$	0.17		$	(0.61	)
Diluted Shares Outstanding		70.1			68.7			69.9			68.6

ARVINMERITOR, INC.

CONSOLIDATED BUSINESS SEGMENT INFORMATION

(In millions)

	Quarter Ended September 30,						Twelve Months Ended September 30,
	2005			2004			2005			2004
	(Unaudited)
Sales:
Light Vehicle Systems	$	1,129		$	1,115		$	4,849		$	4,818
Commercial Vehicle Systems		997			899			4,054			3,215
Total Sales	$	2,126		$	2,014		$	8,903		$	8,033
Operating Income (Loss):
Light Vehicle Systems	$	(18	)	$	13		$	(53	)	$	123
Commercial Vehicle Systems		47			48			193			164
Segment Operating Income		29			61			140			287
Unallocated Corporate Costs		(2	)		(3	)		(10	)		(27	)
Total Operating Income	$	27		$	58		$	130		$	260

ARVINMERITOR, INC.

SUMMARY CONSOLIDATED BALANCE SHEET

(In millions)

	September 30,		September 30,
	2005		2004
ASSETS
Cash and Cash Equivalents	$	187	$	132
Receivables, Net		1,655		1,478
Inventories		541		523
Other Current Assets		256		238
Assets of Discontinued Operations		531		615
Net Property		1,013		1,032
Goodwill		801		808
Other Assets		886		813
TOTAL ASSETS	$	5,870	$	5,639
LIABILITIES AND SHAREOWNERS’ EQUITY
Short-Term Debt	$	131	$	3
Accounts Payable		1,483		1,366
Other Current Liabilities		667		622
Liabilities of Discontinued Operations		242		282
Other Liabilities		963		830
Long-Term Debt		1,451		1,487
Minority Interests		58		61
Shareowners’ Equity		875		988
TOTAL LIABILITIES AND SHAREOWNERS’ EQUITY	$	5,870	$	5,639

ARVINMERITOR, INC.

SUMMARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

	Twelve Months Ended
	September 30,
	2005			2004
OPERATING ACTIVITIES
Income from Continuing Operations	$	33		$	127
Adjustments to Income From Continuing Operations
Depreciation and Amortization		182			183
Gains on Divestitures and Marketable Securities, Net		(4	)		(27	)
Restructuring Costs, Net of Expenditures		75			(3	)
Pension and Retiree Medical Expense		110			130
Pension and Retiree Medical Contributions		(164	)		(212	)
Proceeds from Termination of Interest Rate Swaps		22			—
Changes in Receivable Securitization and Factoring		(19	)		(187	)
Changes in Assets and Liabilities		(136	)		164
Cash Flows Provided By Continuing Operations		99			175
Cash Flows Provided By (Used For) Discontinued Operations		(131	)		44
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES		(32	)		219
INVESTING ACTIVITIES
Capital Expenditures		(146	)		(152	)
Acquisitions of Businesses and Investments, Net of Cash Acquired		(31	)		(3	)
Proceeds from Disposition of Property and Businesses		49			85
Proceeds from Sale of Marketable Securities		—			18
Net Cash Flows Provided By (Used For) Discontinued Operations		153			(68	)
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES		25			(120	)
FINANCING ACTIVITIES
Net Decrease in Revolving Credit Facilities		—			(53	)
Borrowings on Accounts Receivable Securitization Program		112			—
Purchase of Notes		(21	)		—
Payments on Lines of Credit and Other		(5	)		(2	)
Net Change in Debt		86			(55	)
Payment of Issuance Costs Associated with Debt Exchange		(10	)		—
Proceeds from Exercise of Stock Options		6			6
Cash Dividends		(28	)		(28	)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES		54			(77	)
EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE RATES ON CASH		8			7
CHANGE IN CASH AND CASH EQUIVALENTS		55			29
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		132			103
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	187		$	132

ARVINMERITOR, INC.

SELECTED FINANCIAL INFORMATION - RECONCILIATION

Non-GAAP

(Unaudited, in millions)

(in millions, except per share amounts)	Q4 FY 05 Reported			New Restructuring Actions		Debt Exchange		Income Taxes			Q4 FY05 Adjusted
Sales	$	2,126		$	—	$	—	$	—		$	2,126
Gross Margin		152			—		—		—			152
Operating Income		27			33		—		—			60
Income from Continuing Operations		12			20		3		(6	)		29
Diluted Earnings (Loss) Per Share - Continuing Operations	$	0.17		$	0.28	$	0.04	$	(0.08	)	$	0.41
Segment Operating Income
LVS Operating Income (Loss)	$	(18	)	$	28	$	—	$	—		$	10
CVS Operating Income		47			5		—		—			52
Segment Operating Income		29			33		—		—			62
Unallocated corporate costs		(2	)		—		—		—			(2	)
Total Operating Income	$	27		$	33	$	—	$	—		$	60
Operating Margins
LVS		-1.6	%									0.9	%
CVS		4.7	%									5.2	%
Segment Operating Margins		1.4	%									2.9	%
Total Operating Margins		1.3	%									2.8	%

ARVINMERITOR, INC.

SELECTED FINANCIAL INFORMATION - RECONCILIATION

Non-GAAP

(Unaudited, in millions)

(in millions, except per share amounts)	FY 05 Reported			New Restructuring Actions		Environmental		Customer Bankruptcy		Debt Exchange		Income Taxes		FY05 Adjusted
Sales	$	8,903		$	—	$	—	$	—	$	—	$	—	$	8,903
Gross Margin		636			—		—		4		—		—		640
Operating Income		130			101		6		9		—		—		246
Income from Continuing Operations		33			62		4		6		3		2		110
Diluted Earnings Per Share - Continuing Operations	$	0.47		$	0.89	$	0.06	$	0.09	$	0.04	$	0.02	$	1.57
Guidance														$	1.40—$1.60
Segment Operating Income
LVS Operating Income (Loss)	$	(53	)	$	82	$	—	$	9	$	—	$	—	$	38
CVS Operating Income		193			19		—		—		—		—		212
Segment Operating Income		140			101		—		9		—		—		250
Unallocated corporate costs		(10	)		—		6		—		—		—		(4	)
Total Operating Income	$	130		$	101	$	6	$	9	$	—	$	—	$	246
Operating Margins
LVS		-1.1	%												0.8	%
CVS		4.8	%												5.2	%
Segment Operating Margins		1.6	%												2.8	%
Total Operating Margins		1.5	%												2.8	%

EX-99.B

Exhibit 99b

FY 2005 4th Quarter
Earnings Conference Call
Chip McClure, President, Chairman and CEO
Jim Donlon, Senior Vice President and CFO
Rakesh Sachdev, Senior Vice President Corporate Strategy

November 15, 2005

1

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 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 suppliers and customers, including
potential disruptions in supply of parts to our facilities or demand for our products due to work
stoppages; 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

Fiscal Year 2005 Financial Results

Achieved EPS of $1.57 – before special items

Sales from Continuing Operations of $8.9 billion

An increase of $870 million or 11% from fiscal 2004

Strong second half free cash flow performance  

3

Reshaping Light Vehicle Systems

Reduce capacity

Actions taken on 10 of 11 facilities announced in May

Source globally

Established management team in China

Evaluate businesses and product portfolio

To improve profits, expand margins

Diversify customer base

Korea

India

China

4

N.A. Big 3 LVS
OEM Sales

20%

Other LVS

OEM Sales

35%

Commercial
Vehicle
Systems

45%

Light

Vehicle
Systems

55%

GM NA Sales – 7%

4% value added

3% pass through

2005 Fiscal Year Sales - $8.9 billion *

* from continuing operations

5

Capitalizing on Strengths of Commercial
Vehicle Systems

Reported robust sales

Achieved strong margins

Won new emissions contracts, totaling nine to date

Expanded global presence

Strengthened supply base

Progress in dual sourcing

6

Commercial Vehicle Production Outlook

421

305

FY06

Heavy- and Medium-Duty
Trucks

(Western Europe)

Class 8 Trucks (North America)

Commercial Vehicle Production

(thousands of units)

-

(6%)

% Change

421

324

FY05

7

Light Vehicle Production Outlook

16.4

15.6

FY06

Western Europe

(including Czech Republic)

North America

Light Vehicle Production

(millions of units)

-

-

% Change

16.4

15.6

FY05

8

Fiscal Year 2006 Outlook

Sales of approximately $8.6 billion

Earnings per diluted share of $1.50 – $1.70*

Positive Free Cash Flow of $100 -$150 million

* Continuing Operations before special items

9

Fiscal Year 2006 Outlook

Estimated EPS FY 2005 EPS Result $ 1.57 Restructuring Savings $ 0.30 - $ 0.40 Higher Pension and Medical Expenses ($ 0.32) -($ 0.35) Divestiture of Off-Highway Brakes Business ($0.10 ) Energy/Transportation Costs ($ 0.15) -($ 0.20) All Other Improvements $ 0.20 - $ 0.38 FY 2006 Guidance Range * $ 1.50 - $ 1.70

10

Well Positioned for 2007 Downturn in
North American Truck Market

North America class 8 only 11 percent of sales

Downturn not expected to be as severe

Continue to diversify customer base

Focus on operational excellence

Benefit from recent Commercial Vehicle Emissions wins

Commercial Vehicle Aftermarket provides meaningful offset

Light Vehicle Systems realizes full savings from restructuring

11

Full Year Income Statement

(in millions, except per share amounts) Twelve Months Ended September 30, Reported Better/(Worse) 2005(1) 2004 $ % Sales $ 8,903 $ 8,033 $ 870 11% Cost of Sales (8,263) (7,366) (897) -12% GROSS MARGIN 640 667 (27) -4% SG&A (376) (385) 9 2% Gain on Divestitures 4 20 (16) Restructuring Costs (16) (15) (1) Customer Bankruptcies (5) - (5) Environmental Remediation Costs (1) (11) 10 Costs for Withdrawn Tender Offer - (16) 16 OPERATING INCOME 246 260 (14) -5% Equity in Earnings of Affiliates 28 19 9 47% Gain on Sale of Marketable Securities - 7 (7) Interest Expense, Net and Other (123) (107) (16) -15% INCOME BEFORE INCOME TAXES 151 179 (28) -16% Provision for Income Taxes (38) (44) 6 14% Minority Interests (3) (8) 5 63% Income From Continuing Operations 110 127 (17) -13% Income (Loss) from Discontinued Operations 7 (169) 176 104% NET INCOME (LOSS) $ 117 $ (42) $ 159 379% DILUTED EARNINGS (LOSS) PER SHARE Continuing Operations $ 1.57 $ 1.85 $ (0.28) -15% Discontinued Operations 0.10 (2.46) 2.56 104% Diluted EPS $ 1.67 $ (0.61) $ 2.28 374%

12

4th Quarter Income Statement

(in millions, except per share amounts) Three Months Ended September 30, Reported Better/(Worse) 2005(1) 2004 $ % Sales $ 2,126 $ 2,014 $ 112 6% Cost of Sales (1,974) (1,853) (121) -7% GROSS MARGIN 152 161 (9) -6% SG&A (88) (96) 8 8% Environmental Remediation Costs (1) (3) 2 Restructuring Costs (3) (4) 1 OPERATING INCOME 60 58 2 3% Equity in Earnings of Affiliates 8 7 1 14% Interest Expense, Net and Other (34) (30) (4) -13% INCOME BEFORE INCOME TAXES 34 35 (1) -3% Provision for Income Taxes (6) (5) (1) -20% Minority Interests 1 - 1 Income From Continuing Operations 29 30 (1) -3% Loss from Discontinued Operations (3) (183) 180 98% NET INCOME (LOSS) $ 26 $ (153) $ 179 117% DILUTED EARNINGS (LOSS) PER SHARE Continuing Operations $ 0.41 $ 0.44 $ (0.03) -7% Discontinued Operations (0.04) (2.67) 2.63 99% Diluted EPS $ 0.37 $ (2.23) $ 2.60 117%

13

Segment Sales

Twelve Months Ended September (in millions) Quarter Ended September 30 30 Better/(Worse) Better/(Worse) 004 004 2005 2 $ % 2005 2 $ % Light Vehicle Systems North America $ 474 $ 488 $ (14) -3% $ 2,071$2,010 $ 61 3% Europe 518 508 10 2% 2,262 2,337 (75) -3% South America 65 47 18 38% 240 177 63 36% Asia-Pacific and Other 72 72 - 0% 276 294 (18) -6% Total Sales 1,129 1,115 14 1% 4,849 4,818 31 1% Commercial Vehicle Systems North America 645 596 49 8% 2,475 2,014 461 23% Europe 226 203 23 11% 1,106 827 279 34% South America 59 43 16 37% 217 135 82 61% Asia-Pacific and Other 67 57 10 18% 256 239 17 7% Total Sales 997 899 98 11% 4,054 3,215 839 26% Reported Sales $ 2,126 $2,014 $ 112 6% $ 8,903$8,033 $ 870 11%

14

Segment Operating Income – before special items

Twelve Months Ended September (in millions) Quarter Ended September 30, 30, eporte eporte R d Better/(Worse) R d Better/(Worse) 1 1 2005( ) 2004 $ % 2005( ) 2004 $ % Operating Income Light Vehicle Systems $ 10 $ 13 $ (3) -23% $ 38 $ 123 $ (85) -69% Commercial Vehicle Systems 52 48 4 8% 212 164 48 29% Segment Operating Income 62 61 1 2% 250 287 (37) -13% Unallocated Corporate Costs (2) (3) 1 (4) (27) 23 Operating Income $ 60 $ 58 $ 2 3% $ 246 $ 260 $ (14) -5% Operating Margins Light Vehicle Systems 0.9% 1.2% (0.3) pts 0.8% 2.6% (1.8) pts Commercial Vehicle Systems 5.2% 5.3% (0.1) pts 5.2% 5.1% 0.1 pts Segment Operating Margins 2.9% 3.0% (0.1) pts 2.8% 3.6% (0.8) pts Total Operating Margins 2.8% 2.9% (0.1) pts 2.8% 3.2% (0.4) pts

15

(in millions) 09/30/05 06/30/05 03/31/05 12/31/04 09/30/04 Cash $ 187 $ 180 $ 99 $ 91 $ 132 Short-term Debt (1) $ 131 $ 40 $ 7 $ 7 $ 3 Long-term Debt 1,451 1,472 1,537 1,516 1,487 Total Debt $1,582 $ 1,512 $ 1,544 $ 1,523 $ 1,490 Minority Interests 58 58 59 62 61 Equity 875 1,032 1,062 1,170 988 Total Debt to Capital 63% 58% 58% 55% 59% Factored Receivables 23 23 15 - 10 Securitized Receivables (1) - 156 65 1 32 Net Debt (2) 1,401 1,484 1,504 1,396 1,364 Working Capital (3) 325 413 465 469 293 Working Capital % of Sales (4) 4.3% 4.6% 5.1% 4.6% 5.3%

Balance Sheet Highlights

16

FY 2006 Outlook – Continuing Operations before special items

Y (in millions, except EPS) FY 2005 F2006 Full Year Full Year Outlook (1) Sales $ 8,903 $ 8,525 - $ 8,600 Operating Margin 2.8% 2.9% - 3.1% Interest Expense (123) (123) - (121) Effective Tax Rate 25% 25% - 25% Income from Continuing Operations $ 110 $ 107 - $ 121 Diluted Earnings Per Share $ 1.57 $ 1.50 - $ 1.70 Free Cash Flow $ (109) $ 100 - $ 150

17

FY 2005 1^st Quarter Results and FY 2006 1^st Quarter Outlook
– Continuing Operations before special items

Y (in millions, except EPS) FY 2005 F2006 1st 1st Quarter Quarter Outlook (1) Sales $ 2,090 $ 2,100 - $ 2,200 Operating Margin 1.7% 1.8% - 1.9% Interest Expense (28) (32) - (31) Effective Tax Rate 28% 25% - 25% Income from Continuing Operations $ 12 $ 9 - $ 12 Diluted Earnings Per Share $ 0.17 $ 0.13 - $ 0.17

18

Non-GAAP Financial Information

19

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.

20

Non-GAAP Financial Information –

4th Qtr FY 05 Results before Special Items

New Q4 FY 05 Restructuring Debt Q4 FY05 (in millions, except per share amounts) Reported Actions Exchange Taxes Adjusted Sales $ 2,126 $ - $ - $ - $ 2,126 Gross Margin 152 - - - 152 Operating Income 27 33 - - 60 Income from Continuing Operations 12 20 3 (6) 29 Diluted Earnings (Loss) Per Share - Continuing Operations $ 0.17 $ 0.28 $ 0.04 $ (0.08) $ 0.41 Segment Operating Income LVS Operating Income (Loss) $ (18) $ 28 $ - $ - $ 10 CVS Operating Income 47 5 - - 52 Segment Operating Income 29 33 - - 62 Unallocated corporate costs (2) - - - (2) Total Operating Income $ 27 $ 33 $ - $ - $ 60 Operating Margins LVS -1.6% 0.9% CVS 4.7% 5.2% Segment Operating Margins 1.4% 2.9% Total Operating Margins 1.3% 2.8%

21

Non-GAAP Financial Information –

FY 05 Results before Special Items

New FY 05 Restructuring Customer Debt (in millions, except per share FY05 amounts) Reported Actions Environmental Bankruptcy Exchange Taxes Adjusted - Sales $ 8,903 $ - $ - $ - $ - $ $ 8,903 Gross Margin 636 - - 4 - - 640 Operating Income 130 101 6 9 - - 246 Income from Continuing Operations 33 62 4 6 3 2 110 Diluted Earnings (Loss) Per Share - 0.02 Continuing Operations $ 0.47 $ 0.89 $ 0.06 $ 0.09 $ 0.04 $ $ 1.57 1.40 - Guidance $ $1.60 Segment Operating Income - LVS Operating Income (Loss) $ (53) $ 82 $ - $ 9 $ - $ $ 38 CVS Operating Income 193 19 - - - - 212 Segment Operating Income 140 101 - 9 - - 250 Unallocated corporate costs (10) - 6 - - - (4) - Total Operating Income $ 130 $ 101 $ 6 $ 9 $ - $ $ 246 Operating Margins LVS -1.1% 0.8% CVS 4.8% 5.2% Segment Operating Margins 1.6% 2.8% Total Operating Margins 1.5% 2.8%

22

Non-GAAP Financial Information – Net Debt

(in millions) 09/30/05 06/30/05 03/31/05 12/31/04 09/30/04 Short-term debt (1) $ 131 $ 40 $ 7 $ 7 $ 3 Long-term debt 1,451 1,472 1,537 1,516 1,487 Total Debt 1,582 1,512 1,544 1,523 1,490 Less: Fair value adjustment (17) (27) (21) (37) (36) Plus: Receivable securitization (1) - 156 65 1 32 Plus: Factored receivables 23 23 15 - 10 Subtotal 1,588 1,664 1,603 1,487 1,496 Less: Cash (187) (180) (99) (91) (132) Net Debt $ 1,401 $ 1,484 $ 1,504 $ 1,396 $ 1,364

23

Non-GAAP Free Cash Flow – continuing operations

(in millions) FY 2005 Cash Provided by Operating Activities $ 99 Changes in Receivables Securitization and Factoring 19 Cash Provided by Continuing Operations 118 Impact of removing LVA from Securitization (81) Capital Expenditures (146) Free Cash Flow - Continuing Operations $ (109)

24

Appendix

25

Fiscal 2005 Restructuring Actions

Annual savings estimated at $50 – $60 million.

Total Estimated Total Recorded Fiscal ($ In Millions) Costs 2005 LVS CVS Total 1Q 2Q 3Q 4Q YTD New Actions Salaried reduction in force $ 10$ 13 $ 23 $ -$ 23 $ - $ - $ 23 Facility rationalization Employee severance 47 6 53 - 16 5 27 48 Shutdown costs and other 27 9 36 - - - 4 4 Total facility rationalization 74 15 89 - 16 5 31 52 Asset impairments 23 - 23 - 23 1 2 26 Total New Actions 107 28 135 - 62 6 33 101 Total Previous Actions 16 - 16 10 2 1 3 16 Total Estimated Restructuring Costs $ 123$ 28 $ 151 $ 10$ 64 $ 7$ 36 $ 117

26

27