Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 21, 2009, ArvinMeritor, Inc. ("ArvinMeritor" or "Seller") completed the sale of its Wheels business - formerly a division of ArvinMeritor's Light Vehicle Systems segment (the "Wheels Business") - to Iochpe-Maxion S.A., a Brazilian producer of wheels and frames for commercial vehicles, railway freight cars and castings ("Buyer") for approximately $180 million, less certain taxes and adjustments for working capital and net debt. ArvinMeritor expects to use the net proceeds of $169 million from the sale to reduce outstanding balances on its revolving credit facility in advance of its fourth fiscal quarter end. ArvinMeritor reiterated that it expects to remain in compliance with its financial covenant in the fourth quarter of fiscal year 2009. ArvinMeritor expects to recognize a gain during the fourth quarter of fiscal year 2009 with respect to the sale of Wheels Business.

The sale of the Wheels Business was consummated pursuant to a Purchase and Sale Agreement between ArvinMeritor, the Buyer and the other parties named therein, dated as of August 4, 2009 (the "Agreement"), which was filed as exhibit 10 to ArvinMeritor's Report on Form 10-Q for the quarter ended June 28, 2009 (the "Form 10-Q"). The Agreement contains customary representations, warranties and covenants of the Seller and the Buyer as further set forth in the Agreement. The Agreement also includes provisions governing the retention by the Seller and assumption by the Buyer of responsibilities with regard to environmental, warranty and other liabilities; transition of employees and responsibility for employee compensation and benefits; tax matters and post-closing taxes; use of trademarks and logos; and post-closing indemnities between the Seller and the Buyer for losses arising from specified events.

This description is only a summary of, and is qualified in its entirety by reference to, the terms of the Agreement, which is filed as an exhibit to the Form 10-Q.

Item 8.01. Other Events

As reported in ArvinMeritor's Form 8-K filed September 8, 2009, ArvinMeritor on that date entered into a new, two-year U.S. receivables financing arrangement (the "New Facility") in an aggregate principal amount outstanding at any one time of not to exceed $105 million. On September 23, 2009, ArvinMeritor increased the total commitment under the New Facility from $105 million to $125 million. The increase is a result of additional Lender(s) added to the commitment. GMAC Commercial Finance LLC, as Agent, consented to the increase. Availability under the New Facility will continue to be subject to a borrowing base formula that provides for an 80% advance rate against eligible receivables less certain reserves.

Forward-Looking Statements

This Form 8-K 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. There are risks and uncertainties relating to our ability to obtain any needed waiver or amendment to our credit agreement; our ability to achieve anticipated or continued cost savings from reduction actions; and our ability to execute the Company's announced plans for the Body Systems and Chassis Systems businesses of LVS, including the timing and certainty of completion or the terms upon which any sale agreement with respect to any portion of the business may be made and the amount of any exit costs. In addition, actual results may differ materially from those projected as a result of certain 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.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Information

The following pro forma condensed consolidated financial statements of ArvinMeritor are included in this Form 8-K:

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended June 30, 2009

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended June 30, 2008

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended September 30, 2008

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended September 30, 2007

· Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended September 30, 2006

· Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2009