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): October 2, 2007

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 1.01 Entry into a Material Definitive Agreement

On October 2, 2007, ArvinMeritor, Inc. (“ArvinMeritor”) entered into Amendment No. 2 to Credit Agreement, among ArvinMeritor, ArvinMeritor Finance Ireland (“AFI”), the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent. The amendment relates to the Credit Agreement, dated as of June 23, 2006, by and among ArvinMeritor, AFI, the institutions from time to time parties thereto as lenders, JPMorgan Chase Bank, National Association, as Administrative Agent, Citicorp North America, Inc. and UBS Securities LLC, as Syndication Agents, ABN AMRO Bank N.V., BNP Paribas and Lehman Commercial Paper Inc., as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets, as Joint Lead Arrangers and Joint Book Runners (the “Credit Agreement”). The primary purposes of the amendment are to amend (a) the covenants in the Credit Agreement with respect to maintenance by ArvinMeritor of specified fixed charge and debt coverage ratios, and (b) the pricing schedule that sets forth margins over published rates of interest that are applicable to outstanding borrowings under the Credit Agreement. The amendment is filed as Exhibit 10 to this Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On October 3, 2007, representatives of ArvinMeritor made a presentation to participants in the Deutsche Bank Leveraged Finance Conference (which was available to the public by webcast). The presentation is furnished as Exhibit 99a to this Form 8-K. Also on October 3, 2007, ArvinMeritor issued a press release, which is furnished as Exhibit 99b to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10 - Amendment No. 2 to Credit Agreement, dated as of October 2, 2007,

among ArvinMeritor, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent

99a -	Presentation made at Deutsche Bank Leveraged Finance Conference on
	October 3, 2007

99b - Press Release of ArvinMeritor, Inc., dated October 3, 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: October 3, 2007

EXHIBIT INDEX

Exhibit No. Description

10 Amendment No. 2 to Credit Agreement, dated as of October 2, 2007,

among ArvinMeritor, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent

99a Presentation made at Deutsche Bank Leveraged Finance Conference on October 3, 2007

99b Press release of ArvinMeritor, Inc., dated October 3, 2007

EX-10

Exhibit 10

EXECUTION COPY

AMENDMENT NO. 2

TO

CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of October 2, 2007 is among ArvinMeritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland, a company organized under the laws of Ireland, (the “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereto and JPMorgan Chase Bank, National Association, in its capacity as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.

WHEREAS, the signatories hereto are parties to that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the financial institutions from time to time parties thereto (the “Lenders”) and the Administrative Agent; and

WHEREAS, the Borrowers wish to amend the Credit Agreement in certain respects, and the Lenders party hereto and the Administrative Agent are willing to amend the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto and the Administrative Agent agree as follows:

1.          Amendments. Effective as of the date first above written and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

(a)        Section 7.4(A) of the Credit Agreement is hereby amended to delete therefrom the phrase “(i) 5.00 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending on or about June 30, 2008” and to insert therefor the following phrase:

“(i)(A) 5.00 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending December 31, 2007, (B) 5.25 to 1.00 on the last day of the fiscal quarter ending March 31, 2008 and (C) 5.00 to 1.00 on the last day of the fiscal quarter ending June 30, 2008”

(b)        Section 7.4(B) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(B) Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio, calculated on a consolidated basis for the Company and its Subsidiaries, to be less than (i) 1.25 to 1.00 on the last day of any fiscal quarter from the Closing Date through and including the fiscal quarter ending June 30, 2007, (ii) 1.00 to 1.00 on the last day of the fiscal quarter ending September 30, 2007, (iii) 0.70 to 1.00 on the last day of the fiscal quarter ending December 31, 2007 or the fiscal quarter ending March 31, 2008, (iv) 1.00 to 1.00 on the last day of the fiscal quarter ending June 30, 2008, (v) 1.25 to 1.00 on the last day of any fiscal quarter from and including the fiscal quarter ending September 30, 2008 through and including the fiscal quarter ending June 30, 2009 and (vi) 1.50 to 1.00 on the last day of any fiscal quarter thereafter.”

(c)        The rows of the Pricing Schedule attached to the Credit Agreement pertaining to the “Applicable Commitment Fee Percentage,” the “Applicable Floating Rate Margin (Revolving Loans)” and the “Applicable Eurocurrency Margin (Revolving Loans) and Applicable L/C Fee Percentage” are hereby amended and restated in their entirety to read as follows:

RATING	≥ Baa3 and ≥ BBB-	Ba1andBB+	Ba2 and BB	Ba3andBB-	<Ba3 or <BB-
Applicable Commitment Fee Percentage	0.25%	0.30%	0.40%	0.45%	0.50%
Applicable Floating Rate Margin (Revolving Loans)	0.25%	0.75%	1.00%	1.25%	1.50%
Applicable Eurocurrency Margin (Revolving Loans) and Applicable L/C Fee Percentage	1.25%	1.75%	2.00%	2.25%	2.50%

2.          Conditions Precedent. This Amendment shall become effective as of the date first above written if, and only if, (a) the Administrative Agent has received (i) duly executed copies of this Amendment from the Borrowers and the Required Lenders, (ii) duly executed copies of the Reaffirmation in the form of Attachment A attached hereto from each Subsidiary Guarantor and (iii) for the ratable account of each Revolving Lender which executes and delivers its signature page hereto as and when required by the Administrative Agent, an amendment fee equal to 0.225% of such Revolving Lender’s Revolving Loan Commitment on the date hereof and (b) the Company shall have paid all fees and expenses (including, to the

2

extent invoiced, reimbursement of fees and expenses of the Administrative Agent’s counsels) in connection with this Amendment and the other Loan Documents.

3.          Representations and Warranties of the Borrowers. The Borrowers hereby represent and warrant as follows:

(a)        Each Borrower has the corporate or other power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended hereby. The execution and delivery by each Borrower of this Amendment, and the performance of its obligations under this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by proper corporate, partnership or limited liability company proceedings (or analogous acts in the case of the Subsidiary Borrower).

(b)        This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.

(c)        Neither the execution and delivery by the Borrowers of this Amendment, nor the consummation of the transactions contemplated herein and in the Credit Agreement, as amended hereby, nor compliance with the provisions hereof or thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Company or any of its Subsidiaries or the Company’s or any Subsidiary’s articles of incorporation or by-laws or comparable constitutive documents or the provisions of any indenture, instrument or agreement to which the Company or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than any Lien permitted by Section 7.3(F) of the Credit Agreement) in, of or on the Property of the Company or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement, except any such violation, conflict or default as would not reasonably be expected to have a Material Adverse Effect. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any Governmental Authority, or any other third party, is required to authorize, or is required in connection with the execution or delivery of this Amendment or the performance of, or the legality, validity, binding effect or enforceability of, this Amendment or the Credit Agreement, as amended hereby.

(d)        Each representation and warranty by the Borrowers in Article VI of the Credit Agreement, as amended hereby, is true and correct as of the date hereof in all material respects, except to the extent that such representation or warranty expressly relates to an earlier date (in which case such representation and warranty shall be true and correct as of such earlier date).

(e)        Upon the effectiveness of this Amendment, no Default or Unmatured Default exists under the terms of the Credit Agreement.

3

4. Reference to and Effect on the Credit Agreement.

(a)        Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b)        Except as specifically amended above, the Credit Agreement, as amended hereby, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, each Borrower hereby reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of Secured Obligations) pursuant to any of the Loan Documents.

(c)        Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.          GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.          Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.          Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Remainder of page intentionally left blank.

4

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.

ARVINMERITOR, INC., as a Borrower

By: /s/ Mary A. Lehmann                                         

Name: Mary A. Lehmann

Title: Senior Vice President, Strategic
Initiatives, and Treasurer

ARVINMERITOR FINANCE IRELAND,as a Borrower

By: /s/ Scott Stevens                                                

Name: Scott Stevens

Title: Director

Signature Page to
Amendment No. 2 to Credit Agreement

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, as Administrative Agent
and as a Lender

By: /s/ Robert P. Kellas                                                       

Name: Robert P. Kellas

Title: Executive Director

Signature Page to
Amendment No. 2 to Credit Agreement

CITICORP NORTH AMERICA, INC.,

as a Lender

By: /s/ Edward D. Herko                                  

Name: Edward D. Herko

Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

UBS LOAN FINANCE LLC,as a Lender

By: /s/ Irja R. Otsa                                                                    

Name: Irja R. Otsa

Title: Associate Director, Banking Products Services, US

By: /s/ Richard L. Tavrow

Name: Richard L. Tavrow

Title: Director, Banking Products Services, US

Signature Page to
Amendment No. 2 to Credit Agreement

ABN AMRO BANK N.V., as a Lender

By: /s/ David Carrington                               

Name: David Carrington

Title: Director

By: /s/ Marc Brondyke                                  

Name: Marc Brondyke

Title: Associate

Signature Page to
Amendment No. 2 to Credit Agreement

BNP PARIBAS, as a Lender

By: /s/ Andrew Strait                                  

Name: Andrew Strait

Title: Managing Director

By: /s/ Nader Tannous                                

Name: Nader Tannous

Title: Director

Signature Page to
Amendment No. 2 to Credit Agreement

LEHMAN COMMERCIAL PAPER INC.,

as a Lender

By: /s/ Randall Braunfeld                                

Name: Randall Braunfeld

Title: Authorized Signatory

Signature Page to
Amendment No. 2 to Credit Agreement

NATIONAL CITY BANK, as a Lender

By: /s/ Kenneth M. Blackwell                            

Name: Kenneth M. Blackwell

Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BANK OF AMERICA, N.A., as a Lender

By: /s/ Chas McDonell                                           

Name: Chas McDonell

Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

SUNTRUST BANK,as a Lender

By: /s/ Michael Lapresi                                      

Name: Michael Lapresi

Title: Managing Director

Signature Page to
Amendment No. 2 to Credit Agreement

BANK OF TOKYO-MITSUBISHI UFJ

TRUST COMPANY, as a Lender

By: /s/ Lillian Kim                                                     

Name: Lillian Kim

Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

COMERICA BANK,as a Lender

By: /s/ Thomas VanderMeulen                                

Name: Thomas VanderMeulen

Title: Account Officer

Signature Page to
Amendment No. 2 to Credit Agreement

THE BANK OF NEW YORK, as a Lender

By: /s/ Mark F. Johnston                                     

Name: Mark F. Johnston

Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BAYERISCHE LANDESBANK,

as a Lender

By: /s/ Michael Hintz                                        

Name: Michael Hintz

Title: Vice President

By: /s/ Nikolai von Mengden                          

Name: Nikolai von Mengden

Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

THE BANK OF NOVA SCOTIA,

as a Lender

By: /s/ J. F. Todd                                             

Name: J. F. Todd

Title: Managing Director

Signature Page to
Amendment No. 2 to Credit Agreement

FIFTH THIRD BANK,as a Lender

By: /s/ Brian Jelinski                                        

Name: Brian Jelinski

Title: Portfolio Manager

Signature Page to
Amendment No. 2 to Credit Agreement

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By: /s/ James P. Welch                                              

Name: James P. Welch

Title: Senior Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

BANK AUSTRIA CREDITANSTALT AG,

as a Lender

By: /s/ A. Anzenhofer                                                    

Name: A. Anzenhofer

Title: Deputy Managing Director

By: /s/ G. Pölzl

Name: G. Pölzl

Title: Senior Relationship Manager

Signature Page to
Amendment No. 2 to Credit Agreement

LANDESBANK BADEN-WUERTTEMBERG,
NEW YORK AND/OR CAYMAN ISLAND BRANCH,
as a Lender

By: /s/ Donald Wolf                                                                

Name: Donald Wolf

Title: Vice President

By: /s/ Rainer Bucher

Name: Rainer Bucher

Title: Senior Credit Analyst

Signature Page to
Amendment No. 2 to Credit Agreement

FOOTHILL GROUP, INC., as a Lender

By: /s/ Scott P. Quigley                                                

Name: Scott P. Quigley

Title: Vice President

Signature Page to
Amendment No. 2 to Credit Agreement

GENERAL ELECTRIC CAPITAL CORP.,as a Lender

By: /s/ Rebecca L. Milligan                                             

Name: Rebecca L. Milligan

Title: Duly Authorized Signatory

ATTACHMENT A

Reaffirmation

dated as of October 2, 2007

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to that certain Credit Agreement, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ArvinMeritor, Inc., an Indiana corporation (the “Company”), ArvinMeritor Finance Ireland, the financial institutions from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), which Amendment No. 2 is dated as of October 2, 2007 (the “Amendment”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned reaffirms the terms and conditions of that certain Subsidiary Guaranty, dated as of June 23, 2006 (as amended, restated, supplemented or otherwise modified from time to time, including to add additional Subsidiary Guarantors, the “Subsidiary Guaranty”), by and among each of the undersigned in favor of the Administrative Agent, for the ratable benefit of the Holders of Secured Obligations, and acknowledges and agrees that the Subsidiary Guaranty and each other Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. Without limiting the foregoing, each of the undersigned hereby reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for itself and the other Holders of Secured Obligations) pursuant to any of the Loan Documents. All references to the Credit Agreement contained in the above referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Remainder of page intentionally left blank.

A-1

IN WITNESS WHEREOF, this Reaffirmation has been duly executed and delivered on the date first above written.

ARVINYL WEST, INC

ARVIN INTERNATIONAL HOLDINGS, LLC

ARVINMERITOR ASSEMBLY, LLC

ARVINMERITOR BRAKE HOLDINGS, INC.

ARVINMERITOR HOLDINGS MEXICO, LLC (successor to
ArvinMeritor Holdings Mexico, Inc.)

ARVINMERITOR INVESTMENTS, LLC (successor to each
of Meritor I Acquisition Corporation and Meritor Finance
Cayman Islands, Ltd.)

ARVINMERITOR OE, LLC

ARVINMERITOR TECHNOLOGY, LLC

ARVIN REPLACEMENT PRODUCTS FINANCE, LLC

EUCLID INDUSTRIES, LLC

GABRIEL EUROPE, INC.

GABRIEL RIDE CONTROL PRODUCTS, INC.

MAREMONT CORPORATION

MAREMONT EXHAUST PRODUCTS, INC.

MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), INC.

MERITOR HEAVY VEHICLE SYSTEMS, LLC

MERITOR HEAVY VEHICLE SYSTEMS (MEXICO), INC.

MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD.

MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC.

MERITOR LIGHT VEHICLE SYSTEMS (SPAIN) INC.

MERITOR MANAGEMENT CORP.

MERITOR TECHNOLOGY, INC.

MERITOR TRANSMISSION CORPORATION

ARVINMERITOR FILTERS OPERATING CO., LLC

ARVINMERITOR FILTERS HOLDING CO., LLC

ARVIN TECHNOLOGIES, INC.

ARVINMERITOR, INC., a Nevada corporation

ARVIN INDUSTRIES FOREIGN SALES CORPORATION

ARVINMERITOR HOLDINGS, LLC

AVM, INC.

By: /s/ Mary A. Lehmann                                         

Name: Mary A. Lehmann

Title: Vice President and Treasurer

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

ARVINMERITOR B.V.

By: /s/ H. C. Nuijt                                              

Name: H. C. Nuijt

Title: Director

MERITOR HOLDINGS NETHERLANDS B.V.

By: /s/ H. C. Nuijt                                               

Name: H. C. Nuijt

Title: Director

ARVINMERITOR LIMITED

By: /s/ Daniel Hopgood                                     

Name: Daniel Hopgood

Title: Director

ARVIN EUROPEAN HOLDINGS (UK) LIMITED

By: /s/ Daniel Hopgood                                      

Name: Daniel Hopgood

Title: Director

ARVINMERITOR SWEDEN AB

By: /s/ Dan Johansson                                        

Name: Dan Johansson

Title: Board of Directors

MERITOR LUXEMBOURG S.A.R.L.

By: /s/ John A. Crable                                        

Name: John A. Crable

Title: Sole Manager

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

IN WITNESS whereof the undersigned has executed this Reaffirmation as a deed the day and year first above written.

EXECUTED AS A DEED by ARVIN CAYMAN ISLANDS, LTD.			)		/s/ Mary A. Lehmann
			)	Duly Authorised Signatory
			)
			)	Name:		Mary A. Lehmann
			)
			)	Title:		Vice President and Treasurer
			)
in the presence of:
	/s/ Bonnie Wilkinson
Signature of Witness
Name:		Bonnie Wilkinson
Address:		2135 West Maple Road
		Troy, MI 48084
Occupation:		Attorney
(Note: These details are to be completed in the witness’s own hand writing.)

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

IN WITNESS whereof the undersigned has executed this Reaffirmation as a deed the day and year first above written.

EXECUTED AS A DEED by MERITOR CAYMAN ISLANDS, LTD.		)		/s/ Mary A. Lehmann
		)	Duly Authorised Signatory
		)
		)	Name:		Mary A. Lehmann
		)
		)	Title:		Treasurer
		)
in the presence of:
Signature of Witness
Name:	Bonnie Wilkinson
Address:	2135 West Maple Road
	Troy, MI 48084
Occupation:	Attorney
(Note: These details are to be completed in the witness’s own hand writing.)

Signature Page to

Reaffirmation

(Amendment No. 2 to Credit Agreement)

EX-99.(A)

Exhibit 99a

Deutsche Bank
2007 Leveraged Finance
Conference
Jim Donlon, Executive Vice President and CFO
Mary Lehmann, Sr. VP, Strategic Initiatives, and Treasurer

October 3, 2007

1

Forward-Looking Statements

        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.

2

Product Portfolio

Commercial Vehicle Systems

Light Vehicle Systems

3

Customer Base After ET Divestiture 2006 Sales

Commercial Vehicle Customers

Light Vehicle Customers

DaimlerChrysler

8%

General Motors 3%

Volkswagen

7%

Ford 3%

Asian Based

OEMs 4%

BMW 1%

Other LVS 7%

Other CVS

22%

Fiat 2%

Asian Based
OEMs 4%

Ford 1%

Volkswagen 1%

General Motors 1%

PACCAR 2%

International

5%

Volvo 17%

DaimlerChrysler

12%

67%
Commercial
Vehicle

33%
Light
Vehicle

4

Scorecard of Downturn Offsets
Slide from June 2006 showing expected offsets to N.A. Class 8 downturn

Layered Capacity

Emerging Markets

High-Volume Premium Reduction

CVA Growth

Specialty Vehicle Market

CVE Growth

Trailer Productivity

                           Conversion @ 15%-20%   ($45M) – ($60M)

                                            Other Markets         ~($15M)   

                       30-35%         ~($300M)

         Exposure to Class 8:  11% of $8.8B          ~ $900M   

2007 Outcome

½

Volume shortfall

Sold Emissions

Industry contracted

Migrated to Europe

Exceeded

As estimated
June 2006

5

Credit Crunch Affects Aftermarket, Trailers and
OE Truck Sales

Scarce funding
exacerbates already poor
new home sales.

The demand for aftermarket
truck components declines as
ton-miles remain weak.  
Trailer sales also suffer.

The volume of building
materials, landscaping
materials, appliances
and furniture being
shipped is down.

Class 8 truck downturn lasts
longer, and mix favors owner-
operators over large fleets.

About 20% of
all freight is
related to new
housing
construction

6

Truck Tonnage Index
Seasonally adjusted monthly index, 2000 = 100.0

Jan

2006

Apr
2006

Jul  
2006

Oct
2006

Jan
2007

Apr

2007

Freight volumes were weak even before credit crunch

Source: ATA

Jul

2007

July down 4% vs July 2006

Below year-ago 12 of last 13 months

July CYTD down 3% vs 2006

August and September weaker

7

2007 CY U.S. Trailer Sales Forecast
Total U.S. trailer industry builds

Actual

September Forecast

January Forecast

Source: ACT Research

Trailer weakness continues to surprise industry analysts

August Forecast

11% miss

Lowered by 8%
one month later

8

Class 8 Truck Net New Orders

2006

2007

2005

Source: ACT Research

New order intake for heavy trucks has been weak

9

FY2007 = 224K vehicles

FY2008 = 250K vehicles

Q2          Q3           Q4           Q1

CY2007 = 185K Vehicles

89

71

50

60

70

70

Q1

Q2

Q3

Q4

42

310

220

FY2009

FY2010

36

Class 8 Production Likely to Recover Later
(Thousands of vehicles)

Downward pressure

10

Unfavorable Sales Mix
Class 8 Registrations July YTD

32%

24%

For-hire Carriers

All Other

For-hire freight carriers (where ARM share is greatest) affected most

Source: R.L. Polk

Total registrations 30% lower

2006

2007

11

Europe Medium & Heavy Truck Production
Thousands of vehicles, fiscal quarters

Nov. 2006 Forecast

Preliminary Actual

Source: Internal estimates

Europe truck volumes have taken OEMs and suppliers off-guard

FY Actual

510

FY Forecast
419

22% Surprise

15%

20%

15%

47%

12

Premium freight

CVS Europe Supply Constraints

Western
European
Suppliers

ArvinMeritor

Eastern
European &
Asian
Suppliers

Components

Systems
Assembly

Vehicle
Assembly

Capacity
Constrained

Capacity
Constrained

Capacity
Constrained

Premium freight

Scheduling
Challenged

Late changes

Qualify new
suppliers

Capacity
Constrained

Premium freight

Premium freight

Scheduling
Challenged

Capacity
Investments

Lean manu-
facturing

13

Revised Outlook for 2007
Earnings Per Share

EPS Impact

2008

2007

Element

None

        ($0.20)

Non-recurring items in Q4

-Supplier reorganizations

-German tax law change

1H flowthrough

        ($0.20)

Ongoing operational issues

-Weak U.S. economy

-Supply shortages in Europe

14

2008 Guidance Compared to 2007
Diluted EPS for Continuing Operations Before Special Items

      0.25 - 0.35

Performance Plus product & growth actions
including improved customer terms

      0.10 - 0.15

Pension and retiree medical

(0.20) - (0.30)

1H flowthrough of Q4 operational issues

    (0.10) - (0.20)

North America CVS net volume and mix

      0.70 - 0.75

Performance Plus cost savings

$1.40 - $1.60

   FY 2008 Guidance

$0.75 - $0.80

July 30, 2007 Guidance – FY 2007

15

Convertible

Newest
Issue

Term Debt Profile
(Maturities in millions)

Defeased

16

Retiree Healthcare
June 30, 2007 estimate

Unfunded Position:  

$587 million

Disputed
Amount

$168

UAW
Plants

$447

Salaried
and Other

$140

Annual spend:  
$50-$55 million
expense and
cash

17

Medium-term Investment Thesis Intact

Strong commercial vehicle volumes

Solid 2H 2008 in North America, followed by 2009 pre-buy

Continuing strong industry in Europe, with improving ability
to capitalize

Continuing rapid growth in Asia

Performance Plus profit improvement plan

$75 million cost reductions in 2008 and $150 million in 2009

Significant growth initiatives

Solid balance sheet

No significant near-term maturities of term debt

Short-term credit line covenant relief granted

18

EX-99.(B)

Exhibit 99b

CONTACTS: Media Inquiries

Krista McClure

(248) 435-7115

krista.mcclure@arvinmeritor.com

Investor Inquiries

Terry Huch

(248) 435-9426

terry.huch@arvinmeritor.com

ARVINMERITOR PROVIDES UPDATED FINANCIAL OUTLOOK

TROY, Mich., (Oct. 3, 2007) – Today at the Deutsche Bank Leveraged Finance Conference in Scottsdale, Ariz., ArvinMeritor’s (NYSE:ARM) Senior Vice President, Strategic Initiatives, and Treasurer, Mary Lehmann, told investors that ArvinMeritor is revising its forecast for diluted earnings per share from continuing operations.

Jim Donlon, executive vice president and chief financial officer, who also attended the conference, said, “In North America, we are encountering a weaker than anticipated economic environment in our Commercial Vehicle Systems business group resulting from decreased freight volumes largely due to the decline in housing construction. Our customers expect the housing recession to delay the recovery cycle for North America commercial vehicle production into the 2008 calendar year. In addition, we are incurring premium freight and labor inefficiencies mainly in Europe, associated with unanticipated demand for higher production of truck parts, which is creating capacity issues for the entire supply chain.

“We anticipate that the company’s earnings for the fourth quarter of fiscal year 2007 will be negatively impacted by approximately $0.20 per diluted share due to the combination of these market conditions,” he continued. “In addition, we will also report non-recurring items in the fourth quarter related to suppliers in financial distress, and tax law changes in Germany, which will require a write-down of the value of certain deferred tax assets. We expect these items to

reduce our earnings per share for the fourth fiscal quarter of 2007 by approximately an additional $0.20 per share.”

Fiscal Year 2008 Outlook

“In fiscal year 2008, we anticipate the current soft market conditions will continue in the short term with recovery later in the year resulting in a range of $1.40 to $1.60 earnings per share from continuing operations before special items for fiscal year 2008,” Donlon said.

“While we continue to be challenged by market conditions, we are encouraged by the results we are seeing from our Performance Plus profit improvement program. As previously reported, we expect to deliver cost improvements of $75 million in 2008.

“We also are pleased by our Performance Plus growth initiatives, including ArvinMeritor being sourced as the supplier on 55 percent of the MRAP vehicles awarded thus far, with additional potential upside as new awards are announced, and our arrangement with Chery Motors in China that will ramp up to anticipated sales of $150 million annually by 2010. In addition, our pension and retiree medical costs will decrease, largely because of improved funding and modifications to plan benefits. We anticipate that these savings, combined with our aggressive internal programs to reduce SG&A costs, will help to mitigate the soft market conditions in fiscal year 2008.”

To continue to maintain financial flexibility, the company has amended its revolving credit facility to modify certain covenants through the third quarter of fiscal year 2008.

Forward-Looking Statements

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 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.

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 symbolARM. For more information, visit the company's Web site at: http://www.arvinmeritor.com/.