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 30, 2007

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[   ] 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 30, 2007, ArvinMeritor, Inc. issued a press release reporting its financial results for the fiscal quarter ended June 30, 2007. The release is furnished as Exhibit 99a to this Form 8-K.

On July 30, 2007, ArvinMeritor, Inc. held a web-cast conference call, available to the public, to discuss its financial results for the fiscal quarter ended June 30, 2007. 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 July 30, 2007

99b – Presentation made on earnings conference call, July 30, 2007

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: August 3, 2007

EXHIBIT INDEX

Exhibit No.	Description
99a	Press release of ArvinMeritor, Inc., dated July 30, 2007.
99b	Presentation made on earnings conference call, July 30, 2007

EX-99

Exhibit 99a

CONTACTS: Media Inquiries

Lin Cummins

(248) 435-7112

linda.cummins@arvinmeritor.com

Investor Inquiries

Terry Huch

(248) 435-9426

terry.huch@arvinmeritor.com

ArvinMeritor Reports Third-Quarter 2007 Results

TROY, Mich. (July 30, 2007) — ArvinMeritor, Inc. (NYSE: ARM) today reported financial results for its third quarter ended June 30, 2007.

Third-Quarter Fiscal Year 2007 Highlights

• Sales from continuing operations of $1.7 billion – 4 percent lower than the same period last year.

• Net loss from continuing operations on a GAAP basis was $4 million, or $0.06 per diluted share, reflecting the impact of ongoing restructuring programs.

• Diluted earnings per share of $0.25 from continuing operations, before special items.

• Continued year-over-year margin improvement in Light Vehicle Systems (LVS) business.

• Commercial Vehicle Systems (CVS) profitable in the trough of the North American Class 8 downturn.

• Performance Plus on track to achieve targets.

• Fiscal year 2007 diluted earnings per share guidance, before special items, revised to $0.75 to $0.80 from the previous range of $0.70 to $0.80.

• Free cash flow guidance reduced to a range of $50 million to $100 million outflow, compared to the previous guidance of $50 million to $100 million inflow.

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“As we continue to work our way through a challenging operating environment, we are making solid progress in implementing our strategic initiatives,” said Chairman, CEO and President Chip McClure. “As a result of the restructuring activities underway at ArvinMeritor and a focus on improving our operational performance, our CVS business maintained respectable margins despite the decline in the North American heavy truck market, and we saw continued margin improvement in our LVS business.”

McClure continued, “Also during the quarter, we moved forward with plans to optimize our manufacturing footprint, announced new military contracts, and entered into a significant joint venture with Chery Motors in China. Although we continue to face the challenges we anticipated, we are taking the necessary actions to manage through the rough seas while competitively positioning ourselves for 2008 and 2009.”

Fiscal Year 2007 Third-Quarter Results

For the third quarter of fiscal year 2007, ArvinMeritor posted sales of $1.7 billion, a 4-percent decrease from the same period last year. The primary factor that drove this decrease was the downturn in the North American Class 8 market, partially offset by strong Western Europe and Asia Pacific volumes.

Operating income in the third quarter of 2007, before special items, was $45 million, down 31 percent, compared to $65 million in the prior year’s third quarter. EBITDA, before special items, was $85 million, down $16 million from the same period last year, reflecting lower commercial vehicle sales volume in North America.

Income from continuing operations, excluding special items, was $18 million, or $0.25 per diluted share, compared to $31 million, or $0.44 per diluted share, a year ago. Special items primarily included restructuring charges and totaled $22 million net of related tax benefits.

For the third quarter of fiscal year 2007, ArvinMeritor reported negative free cash flow of $156 million. Free cash flow was a positive $155 million in the third quarter of fiscal year 2006. The decline in free cash flow reflects increases in working capital of discontinued operations prior to the sale of the Emissions Technologies business group, a portion of which will be recovered in post-closing purchase price adjustments. Also contributing to the negative free cash flow was increases in working capital outside of North America, resulting from the strong commercial vehicle volumes in Western Europe and Asia Pacific.

2

Third-Quarter Performance Plus Accomplishments

As previously announced, ArvinMeritor expects restructuring and cost reductions resulting from its Performance Plus initiatives to generate $150 million in savings by 2009. The company remains on track to achieve that goal. Accomplishments this quarter include:

• Achieved growth in specialty business through contracts with International Military and Government, LLC, a wholly owned subsidiary of International Truck & Engine Corporation, and Armor Holdings, which represent 58 percent of the total Mine Resistant Ambush Protected Vehicles (MRAP) business awarded to date.

• Entered into significant joint venture with Chery Motors in China to produce light vehicle chassis products in Wuhu, China, which the company expects to represent $150 million of business by 2010 when related door and wheel businesses launch.

• Announced the closure of three plants in Brussels, Belgium; Frankfurt, Germany; and St. Thomas, Ontario, Canada.

• Implementing lean manufacturing across the company to build a stronger culture of operational excellence.

Fourth-Quarter and Full-Year 2007 Outlook

The company’s fiscal year 2007 outlook for light vehicle production in North America is 15.1 million vehicles, down from 15.3 million vehicles in the previous forecast, and 16.5 million vehicles in Western Europe, up from the company’s prior forecast of 16.1 million vehicles.

The outlook for North American Class 8 truck production is 238,000 units in fiscal year 2007, up from 224,000 units in the previous forecast. The company’s fiscal year 2007 forecast for medium and heavy truck production in Western Europe is 510,000 units, up from 475,000 units in the previous forecast.

The company now expects sales from continuing operations in fiscal year 2007 to be in the range of $6.2 to $6.3 billion, up from $6.0 to $6.2 billion, and is narrowing its outlook for full-year earnings per share from continuing operations to be in the range of

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$0.75 to $0.80. This guidance excludes gains or losses on divestitures, restructuring costs, and other special items, including potential extended customer shutdowns or production interruptions.

In addition, free cash flow guidance is being lowered for fiscal year 2007 to a range of $50 million to $100 million outflow, due to working capital increases outside of North America driven by higher commercial vehicle volumes and the use of cash by the Emissions Technologies business prior to sale.

“Although we anticipated that the third fiscal quarter of 2007 would be a challenge, we were pleased to report positive results of $0.25 per share, before special items,” said McClure. “Going forward, we will build on the strength of our global leadership team and the Performance Plus initiatives we are implementing to continually improve shareowner value.”

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 19,000 people 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 cycles and 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

4

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 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; possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential difficulties competing with companies that have avoided their existing contracts in bankruptcy and reorganization proceedings; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations and the ability to achieve the expected benefits of restructuring actions; 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 continue to comply with covenants in its financing agreements; 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; rising costs of pension and other post-retirement benefits and possible changes in pension and other accounting rules; as well as other risks and uncertainties, including but not limited to those detailed from time to time in filings of the company with the SEC. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Non-GAAP Measures

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this press release, the company has provided information regarding income from continuing operations, diluted earnings per share and operating income 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 operating income or loss plus or minus special items. Other non-GAAP financial measures include “free cash flow.” Free cash flow represents net cash provided by operating activities, less capital expenditures.

Management believes that the non-GAAP financial measures used in this press release 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 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. Free cash flow should not be

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 considered a substitute for 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 or cash received from the divestitures of businesses or sales of other assets 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 pages are reconciliations of these non-GAAP financial measures, if applicable, 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 third quarter 2007 financial results on Monday, July 30, 2007, at 9:00 a.m. (ET). To participate, call (866) 223-0615 ten minutes prior to the start of the call. Please reference participant Passcode 5629035 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 11 a.m. on July 30 to 11:59 p.m. on August 5 by calling (866) 247-4222. Please refer to Passcode 5629035#.

To access the 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.

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ARVINMERITOR, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited, in millions, except per share amounts)

	Quarter Ended						Nine Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(Unaudited)						(Unaudited)
Sales	$	1,662		$	1,735		$	4,857		$	4,828
Cost of sales		(1,526	)		(1,618	)		(4,474	)		(4,442	)
GROSS MARGIN		136			117			383			386
Selling, general, and administrative		(93	)		(95	)		(265	)		(262	)
Restructuring costs		(24	)		(1	)		(61	)		(10	)
Other income		—			3			12			23
OPERATING INCOME		19			24			69			137
Equity in earnings of affiliates		10			10			24			23
Interest expense, net		(27	)		(28	)		(88	)		(103	)
INCOME BEFORE INCOME TAXES		2			6			5			57
Income tax benefit (expense)		(1	)		2			(2	)		16
Minority interests		(5	)		(4	)		(10	)		(11	)
Income (loss) from continuing operations		(4	)		4			(7	)		62
Income (loss) from discontinued operations		(66	)		16			(150	)		37
NET INCOME (LOSS)	$	(70	)	$	20		$	(157	)	$	99
DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations	$	(0.06	)	$	0.06		$	(0.10	)	$	0.89
Discontinued operations		(0.93	)		0.23			(2.14	)		0.53
Diluted earnings (loss) per share	$	(0.99	)	$	0.29		$	(2.24	)	$	1.42
Diluted shares outstanding		70.8			70.1			70.1			69.9

Note: Amounts for the three and nine months ended June 30, 2006 have been restated for discontinued operations.

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ARVINMERITOR, INC.

CONSOLIDATED BUSINESS SEGMENT INFORMATION

(In millions)

	Quarter Ended						Nine Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
	(Unaudited)						(Unaudited)
Sales:
Light Vehicle Systems	$	613		$	609		$	1,687		$	1,731
Commercial Vehicle Systems		1,049			1,126			3,170			3,097
Total Sales	$	1,662		$	1,735		$	4,857		$	4,828
Segment EBITDA:
Light Vehicle Systems	$	12		$	28		$	34		$	46
Commercial Vehicle Systems		63			41			186			219
Total Segment EBITDA		75			69			220			265
Unallocated Costs		(7	)		(2	)		(8	)		(4	)
ET Corporate Allocations		(9	)		(7	)		(27	)		(21	)
Total EBITDA		59			60			185			240
Loss on Sale of Receivables		(3	)		—			(6	)		—
Depreciation and Amortization		(32	)		(30	)		(96	)		(91	)
Interest Expense, Net and Other		(27	)		(28	)		(88	)		(103	)
Benefit (Provision) for Income Taxes		(1	)		2			(2	)		16
Income (Loss) From Continuing Operations	$	(4	)	$	4		$	(7	)	$	62

Note: Amounts for the three and nine months ended June 30, 2006 have been restated for discontinued operations.

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ARVINMERITOR, INC.

SUMMARY CONSOLIDATED BALANCE SHEET

(In millions)

	June 30,		September 30,
	2007		2006
ASSETS	(Unaudited)
Cash and cash equivalents	$	284	$	350
Receivables, net		1,388		1,098
Inventories		506		488
Other current assets		246		248
Assets of discontinued operations		130		1,206
Net property		708		719
Goodwill		514		503
Other assets		1,006		896
TOTAL ASSETS	$	4,782	$	5,508
LIABILITIES AND SHAREOWNERS’ EQUITY
Short-term debt	$	108	$	56
Accounts payable		1,191		1,106
Other current liabilities		709		706
Liabilities of discontinued operations		59		712
Long-term debt		1,118		1,174
Retirement benefits		473		487
Other liabilities		224		259
Minority interests		77		64
Shareowners’ equity		823		944
TOTAL LIABILITIES AND SHAREOWNERS’ EQUITY	$	4,782	$	5,508

Note: Amounts at September 30, 2006 have been restated for discontinued operations.

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ARVINMERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

	Nine Months Ended
	June 30,
	2007			2006
	(Unaudited)
OPERATING ACTIVITIES
Income (loss) from continuing operations	$	(7	)	$	62
Adjustments to income (loss) from continuing operations
Depreciation and amortization		96			91
Restructuring costs, net of payments		38			(17	)
Adjustment of impairment reserves		(10	)		—
Gain on divestitures		(2	)		(28	)
Loss on debt extinguishment		6			9
Pension and retiree medical expense		99			102
Other adjustments to income (loss) from continuing operations		6			7
Pension and retiree medical contributions		(182	)		(79	)
Changes in receivable securitization and factoring		115			105
Changes in assets and liabilities		(231	)		(48	)
Cash flows provided by (used for) continuing operations		(72	)		204
Cash flows provided by (used for) discontinued operations		(118	)		108
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES		(190	)		312
INVESTING ACTIVITIES
Capital expenditures		(72	)		(77	)
Proceeds from dispositions of property and businesses		11			44
Other investing activities		3			(13	)
Net investing cash flows provided by (used for) discontinued operations		177			174
CASH PROVIDED BY INVESTING ACTIVITIES		119			128
FINANCING ACTIVITIES
Change in U.S. accounts receivable securitization program		49			(66	)
Debt issuance		200			470
Debt buy back		(249	)		(603	)
Payments on lines of credit and other, net		—			(14	)
Net change in debt		—			(213	)
Costs associated with debt extinguishment and issuance		(10	)		(28	)
Proceeds from exercise of stock options		21			1
Cash dividends		(21	)		(21	)
Other financing activities		(1	)		—
Net financing cash flows provided by discontinued operations		—			(3	)
CASH USED FOR FINANCING ACTIVITIES		(11	)		(264	)
IMPACT OF CURRENCY ON CASH AND CASH EQUIVALENTS		16			2
CHANGE IN CASH AND CASH EQUIVALENTS		(66	)		178
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		350			187
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	284		$	365

Note: Amounts for the nine months ended June 30, 2006 have been restated for discontinued operations.

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ARVINMERITOR, INC.

SELECTED FINANCIAL INFORMATION - RECONCILIATION

Non-GAAP

(Unaudited, in millions, except for per share amounts)

(in millions, except per share amounts)	Q3 FY 07 Reported			Product Disruptions		Restructuring		Income Taxes		Q3 FY 07 Before Special Items
Sales	$	1,662		$	—	$	—	$	—	$	1,662
Gross Margin		136			2		—		—		138
Operating Income		19			2		24		—		45
Income from Continuing Operations		(4	)		1		15		6		18
Diluted Earnings Per Share - Continuing Operations	$	(0.06	)	$	0.02	$	0.21	$	0.08	$	0.25
Segment EBITDA
Light Vehicle Systems	$	12		$	2	$	17	$	—	$	31
Commercial Vehicle Systems		63			—		2	$	—		65
Total Segment EBITDA	$	75		$	2	$	19	$	—	$	96
Segment EBITDA Margins
Light Vehicle Systems (1)		2.0	%								4.9	%
Commercial Vehicle Systems		6.0	%								6.2	%
Total Segment EBITDA Margins		4.5	%								5.8	%

(1) LVS margins before special items are adjusted to reflect the impact of reduced volumes in our Brussels operation.

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ARVINMERITOR, INC.

SELECTED FINANCIAL INFORMATION - RECONCILIATION

Non-GAAP

(Unaudited, in millions, except for per share amounts)

(in millions, except per share amounts)	Q3 FY 06 Reported			Gain on Liquidation			Restructuring		Tilbury Work Stoppage		Income Taxes		Q3 FY 06 BeforeSpecial Items
Sales	$	1,735		$	—		$	—	$	—	$	—	$	1,735
Gross Margin		117			—			—		45		—		162
Operating Income		24			(5	)		1		45		—		65
Income from Continuing Operations		4			(3	)		1		28		1		31
Diluted Earnings Per Share - Continuing Operations	$	0.06		$	(0.04	)	$	0.01	$	0.40	$	0.01	$	0.44
Segment EBITDA
Light Vehicle Systems	$	28		$	(5	)	$	—	$	—	$	—	$	23
Commercial Vehicle Systems		41			—			1		45	$	—		87
Total Segment EBITDA	$	69		$	(5	)	$	1	$	45	$	—	$	110
Segment EBITDA Margins
Light Vehicle Systems		4.6	%											3.8	%
Commercial Vehicle Systems		3.6	%											7.7	%
Total Segment EBITDA Margins		4.0	%											6.3	%

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ARVINMERITOR, INC.

EBITDA BEFORE SPECIAL ITEMS RECONCILIATION

Non-GAAP

(Unaudited, in millions, except for per share amounts)

	Quarter Ended
	June 30,
	2007			2006
Total EBITDA - Before Special Items	$	85		$	101
Restructuring Costs		(24	)		(1	)
Product Disruptions		(2	)		(45	)
Gain on Divestitures		—			5
Loss on Sale of Receivables		(3	)		—
Depreciation and Amortization		(32	)		(30	)
Interest Expense, Net		(27	)		(28	)
Benefit (Provision) for Income Taxes		(1	)		2
Income (Loss) From Continuing Operations	$	(4	)	$	4

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ARVINMERITOR, INC.

FREE CASH FLOW - RECONCILIATION

Non-GAAP

(Unaudited, in millions)

	Three Months Ended
	June 30,
	2007			2006
Cash provided by (used for) operating activities	$	(127	)	$	186
Less: Capital expenditures (1)		(29	)		(31	)
Free cash flow	$	(156	)	$	155

(1) Includes capital expenditures of discontinued operations.

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EX-99.B

FY 2007 Third Quarter
Earnings Presentation
Chip McClure, Chairman, CEO & President
Jim Donlon, Senior Vice President & CFO

July 30, 2007

1

Forward-Looking Statements

2

This presentation 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 cycles and 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 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; possible adverse effects of any future suspension of normal trade credit terms by

our suppliers; potential difficulties competing with companies that have avoided their existing contracts in

bankruptcy and reorganization proceedings; successful integration of acquired or merged businesses; the ability

to achieve the expected annual savings and synergies from past and future business combinations and the ability

to achieve the expected benefits of restructuring actions; 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 continue to comply with covenants in its financing agreements; 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;

rising costs of pension and other post-retirement benefits and possible changes in pension and other accounting

rules; as well as other risks and uncertainties, including but not limited to those detailed herein and from time to

time in other filings of the company with the SEC.  These forward-looking statements are made only as of the

date hereof, and the company undertakes no obligation to update or revise the forward-looking statements,

whether as a result of new information, future events or otherwise, except as otherwise required by law.

Highlights

Earned $0.25 per share from continuing operations before special
items

LVS year-over-year margin expansion continues

CVS profitable in the trough of the 2007 downturn

Completed the sale of Emissions Technologies on May 17

Performance Plus teams on track to achieve goals

FY 2007 EPS guidance before special items of $0.75 to $0.80
compared to $0.70 to $0.80 previously

Cash flow guidance reduced to a range of $50 million to $100
million outflow reflecting working capital investments for growth
outside North America and timing of ET post-closing adjustments

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Minimizing Impact of the Downturn
Q3 2007 Compared to FY 2001

-1.5 pts

-6.2 pts

  CVS operating margin vs. prior year

Reduced CVS margin impact

Improved LVS margins

Expanded global presence

Diversified– less dependent
on North America

Downturn equally severe

+1.1 pts

-1.4 pts

  LVS operating margin vs. prior year

+8%

-4%

  European truck industry vs. prior year

53%

37%

  ARM sales outside North America

-31%

-29%

  Class 5-7 vs. prior year

-54%

-48%

  Class 8 industry vs. prior year

Q3 2007

FY 2001

Better positioned for 2007 downturn

4

Accomplishments of Performance Plus

Manufacturing footprint improvements underway

Three plant closures announced (Brussels, Frankfurt, St. Thomas)

Two others proceeding in near term

Lean manufacturing implementation underway

Launched ArvinMeritor Production System

Expanding Specialty business

International and Armor Holdings contracts represent 58% of total
MRAP business awarded to date

Growing Commercial Vehicle Aftermarket

Launched trailer axle remanufacturing for North America

Entered significant JV with Chery Motors in China

Light vehicle chassis products produced in Wuhu

$150 million of business by 2010 including door modules and wheels

5

Third Quarter Income Statement from Continuing
Operations – Before Special Items ⁽¹⁾

(1) See Appendix – “Non-GAAP Financial Information”

-43%

$       (0.19)

$        0.44)

$       0.25)

Continuing Operations

Diluted Earnings Per Share

-42%

$         (13)

$           31

$          18)

Income from Continuing Operations

-25%

                 (1)

(4)

(5)

     Minority Interests

58%

7)

(12)

(5)

     Provision for Income Taxes

-40%

(19)

47)

28)

Income Before Income Taxes

4%

1)

(28)

(27)

     Interest Expense, Net and Other

0%

-)

10)

10)

     Equity in Earnings of Affiliates

-31%

(20)

65)

45)

Operating Income

4%

                4

(97)

(93)

     SG&A

-15%

(24)

162)

138)

Gross Margin

3%

                49

(1,573)

(1,524)

Cost of Sales

-4%

$           (73)

$      1,735)

$       1,662)

Sales

  %

    $

Better/(Worse)

2006

2007

Three Months Ended June 30,

(in millions, except per share amounts)

6

0%

                 -

              (2)

(2)

Unallocated Corporate Costs

-13%

(14)

      110)

        96)

                 Segment EBITDA

-29%

(2)

(7)

(9)

ET Corporate Allocations

-16%

$       (16)

$       101)

$        85)

         Total EBITDA

-0.7 pts

5.8%

5.1%

                 Total EBITDA Margins

-0.5 pts

6.3%

5.8%

Segment EBITDA Margins

-1.5 pts

7.7%

6.2%

        Commercial Vehicle System

1.1 pts

3.8%

4.9%

        Light Vehicle Systems ⁽²⁾

EBITDA Margins

-25%

(22)

87)

65)

        Commercial Vehicle System

35%

$         8)

$        23)

$        31)

        Light Vehicle Systems

EBITDA

      %

      $

Better/(Worse)

2006

2007

Quarter Ended June 30,

(in millions)

Segment EBITDA Before Special Items ⁽¹⁾

7

(1)

See Appendix – “Non-GAAP Financial Information”

(2)

Adjusted to reflect the impact of reduced volumes in our Brussels operation

ET Proceeds Received to Date

$ 215

Cash Received to Date

Quarter Ended
June 30, 2007

$ 251

Cash Portion

(59)

Less Note and Assumed Liabilities

(36)

Delayed Closings ⁽¹⁾

$ 40 – $ 60

Memo:  Pending Refund of Working Capital

$ 310

Total Consideration

(In millions)

(1)  In escrow and expected to close in Q4.

8

Free Cash Flow including Divestiture Proceeds

Free Cash Flow

(42)

-- Continuing Operations

(114)

-- Discontinued Operations

$ 215

ET Proceeds Received to Date

Quarter Ended
June 30, 2007

$ 59

     Free Cash Flow including Proceeds

(In millions)

9

Free Cash Flow ⁽¹⁾

30

50

Restructuring and Other

Quarter Ended

June 30,

(32)

(177)

Performance Working Capital ⁽²⁾

$ 155

$(156)

     Free Cash Flow

78

(114)

Discontinued Operations

63

95

Off Balance Sheet Securitization and Factoring

6

(14)

Pension and Retiree Medical Net of Expense

6

8

Net Spending (D&A less Capital Expenditures)

$ 4

$(4)

Income (Loss) from Continuing Operations

2006

2007

(1) See Appendix – “Non-GAAP Financial Information”

(2) Change in payables less changes in receivables, inventory and customer tooling

(In millions)

10

Pension Underfunded Status

(In millions)

11

Fiscal Year 2007 Outlook
Continuing Operations Before Special Items

(100)

(50)

Free Cash Flow

0.80

0.75

Diluted Earnings Per Share

$57

$54

Income from Continuing
Operations

0%

(4)%

Effective Tax Rate

(110)

(100)

Interest Expense

300

285

EBITDA

$6,300

$6,200

Sales

FY 2007

Full Year Outlook (1)

(in millions except tax rate and EPS)

(1) Excluding gains or losses on divestitures, restructuring costs, and other special items

12

(1) Excluding gains or losses on divestitures, restructuring costs, and other special items

(0.10)

–

Funding Cost of Working Capital Investments

0.05 – 0.10

100 – 200

ROW Sales Growth

0.05

–

Lower Tax Rate

   $6,200 – $6,300

   $6,000 – $6,200

Sales
(millions)

     $0.75 – $0.80

     Updated FY 2007 Guidance Range

     $0.70 – $0.80

Previous Guidance

Estimated
EPS (1)

FY 2007 Outlook vs. Prior
Continuing Operations Before Special Items

13

(Thousands of vehicles)

FY2007 = 238K vehicles

FY2008 = 250K vehicles

Q2          Q3           Q4           Q1

CY2007 = 199K Vehicles

89

71

50

60

70

70

Q1

Q2

Q3

Q4

42

310

220

FY2009

FY2010

36

North America Class 8 Volumes

28*

* Previous forecast

14

Why ArvinMeritor?

Strong commercial vehicle volumes

Continuing strong industry in Europe

Continuing rapid growth in Asia and South America

2008-2009 pre-buy in North America

Performance Plus profit improvement plan

$75 million cost reductions by 2008

$150 million cost reductions by 2009

Significant growth initiatives

Continued rapid growth in Asia

New chassis JV and expanded relationship with Chery

Significant expansion of commercial vehicle axle business in India

Strong balance sheet

Track record of reducing leverage and improving liquidity

Positioned for investment opportunities

15

Appendix

16

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
and diluted earnings per share before special items, which are non-GAAP financial measures.  These non-GAAP measures
are defined as reported income or loss from continuing operations and reported diluted earnings or loss per share from
continuing operations plus or minus special items.  Other non-GAAP financial measures include “EBITDA,” “net debt” and
“free cash flow”.  EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and losses on sales of
receivables, plus or minus special items.  Net debt is defined as total debt less the fair value adjustment of notes due to
interest rate swaps, less cash.  Free cash flow represents net cash provided by operating activities less capital expenditures.  

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.  EBITDA is a meaningful measure of performance commonly used by
management, the investment community and banking institutions to analyze operating performance and entity valuation.  
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.  EBITDA should not be considered an alternative to net income as
an indicator of operating performance or to cash flows as a measure of liquidity.  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.

17

Announced Plant Closures

Freightliner,
Armor Holdings,
CVA

BMW, GM,
Nissan, Ford/
Land Rover,
Porsche

Volkswagen

Major Customers

Drivelines

Sunroofs and
components

Door systems

Products

17

182

128

Number of Employees

20,000

146,000

103,000

Square Footage

St. Thomas,
Ontario

Frankfurt,
Germany

Brussels,
Belgium

18

Debt-to-capitalization ratio

Unfunded pension liability

^(millions)

Term debt due within 5 years

^(millions)

Net debt

^(millions)

Balance Sheet Strengthening

Market value

Book value

8-3/4% due
March 2012

19

Non-GAAP Financial Information
Income Statement Special Items Walk 3Q 2007

20

Product

Before

GAAP

Disruptions

Income

Special Items

Q3 2007

and Restructuring

Taxes

Q3 2007

Sales

1,662

$   

-

$                     

-

$        

1,662

$        

Gross Margin

136

2

-

138

Operating Income

19

26

-

45

Income (Loss) Before Income Taxes

2

26

-

28

Income (Loss) From Continuing Operations

(4)

16

6

18

DILUTED EARNINGS (LOSS) PER SHARE

Continuing Operations

(0.06)

$     

0.23

$                 

0.08

$   

0.25

$         

Diluted Shares Outstanding

70.8

71.8

71.8

71.8

EBITDA

Light Vehicle Systems

12

$         

19

$                  

-

$        

31

$            

Commercial Vehicle Systems

63

2

-

65

Segment EBITDA

75

21

-

96

Unallocated Corporate Costs

(7)

5

-

(2)

ET Corporate Allocations

(9)

-

-

(9)

Total EBITDA

59

$         

26

$                  

-

$        

85

$            

Non-GAAP Financial Information
Income Statement Special Items Walk 3Q 2006

21

Tilbury

Before

GAAP

Work

Taxes,

Special Items

Q3 2006

Stoppage

Sheffield

Restructuring

other

Q3 2006

Sales

1,735

$   

-

$                       

-

$                       

-

$                       

-

$         

1,735

$         

Gross Margin

117

45

-

-

-

162

Operating Income

24

45

(5)

1

-

65

Income Before Income Taxes

6

45

(5)

1

-

47

Income From Continuing Operations

4

28

(3)

1

1

31

DILUTED EARNINGS (LOSS) PER SHARE

Continuing Operations

0.06

$      

0.40

$                 

(0.04)

$               

0.01

$                 

0.01

$   

0.44

$           

Diluted Shares Outstanding

70.1

70.1

70.1

70.1

70.1

70.1

EBITDA

Light Vehicle Systems

28

$         

-

$                       

(5)

$                     

-

$                       

-

$         

23

$              

Commercial Vehicle Systems

41

45

-

1

-

87

Segment EBITDA

69

45

(5)

1

-

110

Unallocated Corporate Costs

(2)

-

-

-

-

(2)

ET Corporate Allocations

(7)

-

-

-

-

(7)

Total EBITDA

60

$         

45

$                    

(5)

$                     

1

$                     

-

$         

101

$            

Non-GAAP Financial Information
Income Statement Special Items Walk FY 2006

22

Twelve Months

Tilbury

Environmental

Before

Reported

Gains on

Work

Severance

Retiree

Debt

Taxes,

Special Items

9/30/06

Divestitures

Restructuring

Stoppage

and Other

Medical

Extinguishment

other

9/30/06

Sales

6,415

$     

-

$               

-

$                    

-

$               

-

$                     

-

$              

-

$                       

-

$           

6,415

$         

Gross Margin

505

-

-

45

3

5

-

-

558

Operating Income

171

(28)

18

45

12

5

-

-

223

Income Before Income Taxes

72

(28)

18

45

12

5

10

-

134

Income From Continuing Operations

112

(17)

11

28

7

3

6

(57)

93

DILUTED EARNINGS (LOSS) PER SHARE

Continuing Operations

1.60

$      

(0.24)

$        

0.16

$            

0.40

$         

0.10

$              

0.04

$      

0.09

$                 

(0.81)

$   

1.32

$            

Diluted Shares Outstanding

70.2

70.2

70.2

70.2

70.2

70.2

70.2

70.2

70.2

EBITDA

Light Vehicle Systems

58

$         

(5)

$              

13

$                 

-

$               

3

$                    

-

$              

-

$                       

-

$           

69

$               

Commercial Vehicle Systems

293

(23)

5

45

3

5

-

-

328

Segment EBITDA

351

(28)

18

45

6

5

-

-

397

Unallocated Corporate Costs

(7)

-

-

-

6

-

-

-

(1)

ET Corporate Allocations

(31)

-

-

-

-

-

-

-

(31)

Total EBITDA

313

$        

(28)

$            

18

$                 

45

$            

12

$                  

5

$            

-

$                       

-

$           

365

$              

Non-GAAP Financial Information
3Q EBITDA Reconciliation

23

2007

2006

Total EBITDA - Before Special Items

$             85

$           101

Restructuring Costs

              (24)

                (1)

    Product Disruptions

                (2)

              (45)

Gain on Divestitures

-

5

Loss on Sale of Receivables

(3)

-

Depreciation and Amortization

(32)

(30)

Interest Expense, Net

(27)

(28)

Benefit (Provision) for Income Taxes

(1)

2

Income (Loss) From Continuing Operations

(4)

$            

4

$              

Quarter Ended  

June 30,

Non-GAAP Financial Information
Net Debt

24

(in millions)

Q3

Q2

Q1

Q4

Q3

FY 2007

FY 2007

FY 2007

FY 2006

FY 2006

Short-term Debt

108

$               

17

$                  

137

$               

56

$               

65

$               

Long-term Debt

1,118

1,220

1,174

1,174

1,275

  Total Debt

1,226

1,237

1,311

1,230

1,340

Less:

Cash

(284)

(222)

(369)

(350)

(365)

Fair value adjustment of notes

(1)

(8)

(8)

(8)

(3)

Net Debt

941

$               

1,007

$              

934

$               

872

$               

972

$               

Non-GAAP Financial Information
Free Cash Flow

25

2007

2006

Cash provided by (used for) operating activities

(127)

$            

186

$            

Less: Capital expenditures (1)

(29)

(31)

Free cash flow

(156)

$            

155

$            

(1) Includes capital expenditures of discontinued operations.

Three Months Ended

June 30,

26