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arvinmeritor ARM_JPM_Harbour_Conference_081308
1. JPMorgan Harbour
Conference
August 13, 2008
Chip McClure
Chairman, CEO and President
Jay Craig
Senior Vice President and CFO
1
2. 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. There are risks and uncertainties relating to the
planned spin-off of ArvinMeritor’s LVS business, including the timing and certainty of completion of the transition. In
addition, 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 sharply rising cost of raw materials, including steel and oil; 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; potential adjustment of the value of deferred tax assets;
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; product liability and warranty and recall claims; 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
3. Agenda
• Creating value through constant focus
– Geographic and customer balance
– Category leadership
– Business structure transformation
• Growing most profitable sub-segments
• Controlling cost with excellent execution
3
4. CVS Business Portfolio
2007 Sales
$4.2 Billion
Geographic Mix Customer Mix
South
America
Asia 6%
Pacific
11%
Volvo Group
Aftermarket,
North Trailers and
America Other
Europe
54%
28% Daimler Trucks
ITE
Hino
XCMG
Tata
Ashok
Leyland Fiat/Iveco
VW
PACCAR GM BAE
4
5. CVS Leadership Positions (including JVs)
North
Category America Europe Other Regions
#1 in South
Independent truck drive axle
#1 #1
America, India
supplier
#1 in South
Trailer axle supplier #1
America
Truck air brake supplier #1 #2
Truck brake remanufacturer #1
Truck driveline supplier #2
Independent off-highway axle
#1 in China
supplier
5
6. LVS Business Portfolio
2007 Value-Added Sales
Geographic Mix Customer Mix
Toyota
South Asia Pacific
2% Honda
America 6% Fiat
2% Other
2%
10%
5%
North Nissan VW
BMW
2%
America 25%
3%
38%
Hyundai
5%
Europe Renault
8%
46%
Chrysler
Aftermkt 13%
9%
Segment Mix PSA Ford
7% GM 10%
7%
Chassis
Ford GM Chrysler Total
Systems
North America 4.1% 2.9% 12.6% 19.5%
40%
South America 0.0 2.9 0.2 3.0
Europe 2.7 1.5 0.0 4.2
Body
Asia Pacific 2.7 0.0 0.0 2.7
Systems
60%
Only 20% of sales are to the
Detroit 3 in North America
6
7. LVS Top European Platforms by
Segment
1 VW Golf, Touran
ArvinMeritor 2008 Sales
VW Polo, Seat Ibiza
Peugeot 307/308
2
3
Renault Clio, 4 Ford Focus
5 6
Twingo, Logan
Renault Megane, Scenic
7
Peugeot 206/207
Audi Q7
VW Passat, Tiguan
8
BMW Mini
9
10
A B C D E
7
8. LVS Leadership Positions (including JVs)
North
Category Europe Other Regions
America
Latch supplier #2 #1 in China
Window regulator supplier #2
Window motor supplier #2
Sunroof supplier #2
#1 in South
Steel wheels supplier #2
America
Torsion bar supplier #1
Stabilizer bar supplier #2
8
9. Creating Value Through Transformation
• Roll Coater divestiture
• LVA divestitures
• Balance sheet restructuring
– Pay-down and re-timing
• Emissions Technologies divestiture
• Performance Plus profit improvement program
• Spinoff of Light Vehicle Systems
Optimizing structure for greatest shareholder value
9
10. Spinoff Key Timing Gates
• Tax
Rulings
Filed First
Regulatory • Form 10
Amendment
Effective-
ness
Filed
Form 10
Continue
Business to meet
Met Q3 milestones
Announced Complete
milestones
May 6 Spinoff
Engaged
Financial
Financial
Institutions Secure
financing
10
11. LVS/Arvin Innovation Investment Thesis
• Global supplier with $2.1 billion of value-added sales
– Specialized in Body and Chassis Systems
– Over 60% of revenue derived outside North America
• Diverse and robust business portfolio
• Global manufacturing with an expanding LCCC footprint
• Great brands and business building blocks
• Strong book of business benefiting from emerging
market growth
• Experienced and respected management team
• Margin expansion from an improving cost structure
Positioned to win in the global automotive industry
11
12. Agenda
• Creating value through constant focus
• Growing most profitable sub-segments
– Great products feed specialized channels
– Remanufacturing strategy
– Specialty
– Product development
• Controlling cost with excellent execution
12
13. OEM Capabilities Feed Specialized Channels
OEM Supply Off-Highway
Capability Military
Reputation
Relationships
Other
Products Specialty
Aftermarket
13
14. CVA Cradle-to-Grave Coverage
• Offer all–
makes
products to
extend
addressable
markets
• Create price
point
products to
address
vehicle life
cycle
• Geographic
expansion
• Offer more
than just a
part and a
price
14
15. Continuing Growth in Remanufacturing
Other Remanufacturing
Trucktechnic Acquisition
• Integration pace and synergies
• A major remanufacturer and
with Mascot exceeding expectations
distributor of commercial vehicle
disc brakes and air system • Launched licensed remanufacturing
components, based in Liege, of Allison transmissions
Belgium • Won major awards to provide
remanufactured transmissions and
• Expands the product breadth and
axle carriers to Navistar Parts and
market depth of ArvinMeritor’s
to PACCAR’s dealers in Canada
existing European aftermarket
portfolio
North
• Provides complementary 2008 Changes America Europe
geographical footprint, capability,
Brakes Strengthened
capacity and brand
Drivelines Added
• Continues execution of
ArvinMeritor strategy to grow Drivetrain Expanded
aggressively in the most profitable
business units Trailer Axles Added
Additional Product Evaluate Evaluate
15
16. Continued Focus on Specialty
Better/
FY 2009 Compared to FY 2008
Worse
MRAP vehicle production for U.S. --
MRAP vehicle production for partners +
MRAP service parts +
Other medium tactical vehicles +
China off-highway (primarily construction) +
Other off-highway TBD
Other specialty vehicles in North America 0/-
Total year-over-year change 0
16
17. Product Development Focus on Fuel Economy
Unicell Quicksider
Meritor Tire
Battery-Electric Pickup
Inflation System
and delivery vehicle
Delivers higher fuel
economy by constantly
maintaining proper tire
air pressure
Wal-Mart Hybrid EV
Class-8 Hybrid
Diesel/Electric Long Fiber
Injection
Panoramic Roof
Lightweight plastic
reduces vehicle
weight by 10 lbs.
HIP Module
Highly-integrated
Low Energy
plastic door
Release Latch
module reduces
Contains up to 50%
weight by 30%
fewer parts, saving
5-7 lbs. per vehicle
17
18. Agenda
• Creating value through constant focus
• Growing most profitable sub-segments
• Controlling cost with excellent execution
– Performance Plus
– Operational improvement in CVS
18
19. Announcing Wave 2 Performance Plus Effort to
Increase Confidence in 2009 Savings Target
Annualized EBITDA Impact from Cost Saving Actions Ideas that will save $135
$ Millions million per year (gross)
Period Savings Period savings
were implemented by
for the third
$232M
Q1 $12
240 06/30/08
fiscal quarter
Q2 18 Team Targets
220 were $28 million
$197M
200 Q3 28
180 Q4 December
160 Implementation
Less Plan
140 Risks
120 Risk Adjustment
$115 M
Full Yr. $75
100
80
60
40
20
0
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct
• Performance Plus cost reductions expected to fully achieve 2008 target of $75 million
savings net of material cost increases
• Strong implementation momentum late in the year positions the company well as full-year
benefits accrue to 2009 compared to partial-year in 2008
• To increase confidence in achieving 2009 target in difficult material cost environment, we
are launching a second wave of Performance Plus resources to accelerate idea generation
and increase focus in Europe
19
20. Managing Steel Cost Risk
Implement
Manage Timing No
End
Appropriate
Supply Differ-
ences?
Surcharges
Arrangements
Yes
Incremental
Cost
Reductions
• In fiscal Q3, raw material cost increases net of related pricing
reduced pre-tax profits by $9 million
• Some of the increase related to commodities other than steel
• Cost reductions exceeded commitment levels, allowing us to offset
the shortfall in recovery
20
21. CVS Margins Progression Driven by Execution
EBITDA Margin Before Special Items(1)
8% 100
EBITDA
Production Margin
7%
80
Production (000)
EBITDA Margin
6%
60
5%
40
4%
3% 20
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2007 2008
(1) See Appendix – “Non-GAAP Financial Information.” ArvinMeritor uses EBITDA as the primary basis for the chief operating
decision maker to evaluate the performance of each of the company’s reportable segments. EBITDA margin equals EBITDA
divided by sales.
21
22. ArvinMeritor Leverage
Millions except ratio
March 31, June 30,
Comments
2008 2008
Expected to be reduced
Debt $ 1,299 $ 1,292 after cash payment
from Arvin Innovation
Trailing Twelve Months
EBITDA Before Special 318 360 Improving trend
Items(1)
Stated intention to
Debt-to-EBITDA Ratio 4.1x 3.6x maintain at 4.1x or
lower
Debt Reduction Opportunities:
• On balance sheet securitization ($118 million)
• February 2009 debt maturity ($77 million)
(1) See Appendix – “Non-GAAP Financial Information”
22
24. Customer Base
2007 Sales
Commercial Vehicle Customers Light Vehicle Customers
Volkswagen
65% 7%
Chrysler
Commercial Other CVS
6%
18%
Vehicle
Asian Based OEMs 5%
Ford 1% Ford 2%
PSA 2%
Volkswagen 2%
General Motors 1%
General Motors 2%
Fiat 3%
PACCAR 3% Other LVS
12%
International 4%
35%
Light
Vehicle
Asian Based
OEMs 7%
Volvo
16%
Daimler 9%
24
25. North America Class 8 Truck Net New
Orders
60,000
Net new orders per month
50,000
2006
40,000
30,000
2008 2007
20,000
10,000
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
July (preliminary) was the first YOY decline in 10 months
Source: ACT Research
25
26. U.S. Freight Tonnage
Seasonally adjusted monthly index, 2000 = 100.0
3 MMA Monthly 10-Year Trend
125
120
115
110
105
100
Jan Apr
Jan Apr Jul Oct Jan Apr Jul Oct
2008 2008
2006 2006 2006 2006 2007 2007 2007 2007
June reading was the largest year-over-year gain since 2005
Source: ATA
28. Europe Medium and Heavy Truck
Production
Previous
forecast of
FY2007 = 480K FY2008 = 560K - 570K 580-590
vehicles vehicles
530-
154 152 550
145 140
134
124 123
115
99
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 CY 2009
CY2007 = 501K CY2008 = 550K - 560K
vehicles vehicles
• Raised 2008 CY forecast by 5% last quarter reflecting breaking bottlenecks in the industry,
then took it back down this quarter reflecting less robust demand growth (+11% YOY)
• Now project 2009 CY 3% lower than this year’s record level (midpoint to midpoint)
• This magnitude of slowing will relieve high-volume premium costs and allow us to refocus
capital expenditures on efficiency and flexibility initiatives
28
29. Limited Term Debt Refinancing
Millions as of June 30, 2008
$700
$600
Secured
Revolver
$500 ($666
million
available)
$400 Convertible
$300
$200
Letters of $276
$300
credit $253
Defeased
$100 $6 $200
$77
$34
$0
2007 2008 2009 2010 2011 2012 2013 2014 2015 2026 2027
Fiscal Year
29
30. 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” and “free cash flow”. EBITDA before special items is defined as
earnings before interest, taxes, depreciation and amortization, and losses on sales of receivables, plus or minus special items. 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 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. The company uses EBITDA as
the primary basis for the chief operating decision maker to evaluate the performance of each of the company’s reportable segments.
These non-GAAP measures should not be considered a substitute for the reported results prepared in accordance with GAAP. Free
cash flow should be considered substitutes 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 and thus, does not reflect funds available for investment or other discretionary uses.
EBITDA should not be considered an alternative to operating 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.
In addition, financial data may be provided on a “trailing twelve month basis,” which equates to the sum of the measure in question
for the four most recent quarters.
30
31. Non-GAAP Financial Information
EBITDA Reconciliation – FY08 Quarters
Quarter Ended Quarter Ended Quarter Ended
(in millions)
December 31, 2007 March 31, 2008 June 30, 2008
$ 82 $ 104 $ 121
Total EBITDA - Before Special Items
(10) (5) (4)
Restructuring Costs
- - (6)
Rising Sun Costs
Loss on Sale of Receivables (4) (5) (6)
Depreciation and Amortization (32) (36) (38)
Interest Expense, Net (27) (20) (19)
Benefit (Provision) for Income Taxes (10) (14) 3
Income (Loss) From Continuing Operations $ (1) $ 24 $ 51
31
32. Non-GAAP Financial Information
EBITDA Reconciliation – FY07 Quarters
Quarter Ended Quarter Ended Quarter Ended Quarter Ended
(in millions)
December 31, 2006 March 31, 2007 June 30, 2007 September 30, 2007
72 77 85 49
Total EBITDA - Before Special Items
- (37) (24) (10)
Restructuring Costs
- 10 - -
Fair Value Adjustment
Impact of Work Stoppages (2) 6 (2) (14)
Loss on Sale of Receivables (2) (1) (3) (3)
Depreciation and Amortization (30) (34) (32) (33)
Interest Expense, Net (27) (34) (27) (22)
Benefit (Provision) for Income Taxes (1) - (1) 10
Income (Loss) From Continuing Operations $ 10 $ (13) $ (4) $ (23)
32