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arvinmeritor ARM_DB_Conference_092508_FINAL
1. Deutsche Bank
Leveraged Finance
Conference
September 25, 2008
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
announced 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
• Business Unit Overview
• Driving Financial Results
• Frequently Asked Questions
3
4. CVS Customer Mix
2007 Sales
$4.2 Billion
Volvo Group
Aftermarket,
Trailers and
Other
Daimler Trucks
ITE
Hino
XCMG
Tata
Ashok
Leyland Fiat/Iveco
VW
PACCAR GM BAE
4
5. CVS Geographic Mix
2007 Sales First 9 Months, 2008
South
America
Asia and Asia and
Asia
Other 6% Other
Pacific
17%
11% 20%
North
North
America
America
North
Europe 44%
54%
America
Europe Europe
29%
54%
28% 36%
5
6. Product Portfolio
AFTERMARKET AND
REMANUFACTURING
BRAKING SYSTEMS
Original equipment service parts
Cam brakes
Air disc brakes All-makes programs
Hydraulic disc brakes Remanufactured parts
Parking brakes - Mascot Truck Parts
Automatic slack adjusters
TRAILER AIR SUSPENSION SYSTEMS
- Trucktechnic
Hubs, drums and rotors
Steel and Stainless Clad Wheels Air ride suspensions
Axles and brakes
ELSA195 Air Disc
Wheel-end systems
AXLES, DRIVELINES AND SUSPENSIONS
Brake
Meritor Tire Inflation System
Front steer and drive axles
by P.S.I.
Meritor RF-611 Military
All-wheel drive axles
Front Steer Axle
Single and tandem rear drive axles
Tag/pusher axles
Drivelines, universal joints and yokes
Transfer cases
Meritor® MTC-4210
Two-Speed Transfer
Case
ALTERNATIVE POWERED DRIVETRAINS
Meritor Tandem Axle Hybrid Class 8 – diesel electric
Alternative powered independent suspension
Meritor® RPL Driveline
Ultra-low floor axles
Hybrid-specific axles
Stopping & Safety Systems
Anti-lock braking Systems
Stability enhancement
Hydraulic power brake and
clutch control systems
Automatic traction control
OnGuard collision safety systems
6
8. CVS Leadership Positions (including JVs)
North
Category Europe Other Regions
America
#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-
Truck brake remanufacturer #1 technic
Acquisition
Truck driveline supplier #2
Independent off-highway axle
#1 in China
Strategic Strategic
supplier Thrust Thrust
8
9. 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
9
10. LVS Chassis Systems Product Overview
Coil Springs and Stabilizer Bars
Shocks, Struts, Tie Rods and Links
Modules: Cross-car, Wheel-end,
Steel Wheels
Coil-over-shock
Standard High Ventilation
Cladded
Drop Center Area
(in development)
10
11. LVS Body Systems Product Overview
Roof Systems Latches and Motors
Window Regulators Door Modules
11
12. 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
12
13. Agenda
• Business Unit Overview
• Driving Financial Results
• Frequently Asked Questions
13
14. Positive Earnings Trend in a Difficult
Environment – Total Company
EBITDA from Continuing Operations before Special Items(1) in millions
$125 $500
2007 (left scale)
Trailing Twelve Month EBITDA
2008 (left scale)
Trailing Twelve Months (right scale)
$100 $400
Quarterly EBITDA
$75 $300
$50 $200
$25 $100
Q1 Q2 Q3 Implied
Actual Actual Actual Midpoint
(1) See Appendix – “Non-GAAP Financial Information”
14
15. Most Profitable Segments Grow Rapidly
• Market leader in South America for Axles/Brakes and Suspensions
• Growing bus and coach axles and brakes business in China
• Commercial vehicle axles in India
– AAL joint venture is the leading independent manufacturer, with
28% CAGR since 1998
– Market leader in rapidly-growing tandem axle segment
• Specialty vehicle segment
– All wheel drive systems for Military applications
– Continued growth in off-highway and construction sector in Asia
• Aftermarket initiatives
– Expanding presence in Europe, CIS, South America and Asia Pacific
– Growing remanufacturing sales in the North American and European
markets
– Acquired Mascot Truck Parts and Trucktechnic this fiscal year
15
16. OEM Capabilities Feed Specialized Channels
OEM Supply Off-Highway
Military
Capability
Reputation
Other Specialty
Relationships
Products
Aftermarket
Remanufacturing
16
17. Fiscal Year 2008 Outlook
Continuing Operations Before Special Items(1)
Previous Revised
Guidance Guidance
Top end of
Earnings Per Share $1.40 to $1.60 $1.55 to $1.65
range
Outlook
Free Cash Flow in Millions(2) $(50) - $(100)
improving
(1) Excluding gains or losses on divestitures, restructuring costs, and other special items
(2) Cash flow from operations less capital expenditures
17
18. Agenda
• Business Unit Overview
• Driving Financial Results
• Frequently Asked Questions
18
19. Frequently Asked Questions
1. How were you able to raise guidance in this
environment?
2. Why is cash flow improving?
3. What exposure do you have to Lehman Brothers and
other troubled financial institutions?
4. How weak is Europe really?
5. When will you start to benefit from lower steel prices?
6. Will you be hurt by American Axle’s entry into the
commercial vehicle market in North America?
7. Has Performance Plus already picked all the low-
hanging fruit?
19
20. FAQ #1: How were you able to raise
guidance in this environment?
Markets better than expected
Industry capacity constraints less
South America
binding than anticipated
Incremental orders for Navistar
Military vehicles
Defense
Risks unrealized or managed
Orders weak, but backlog holding
Europe medium and heavy truck
through the period
Mill surcharges stabilized; pass-through
Steel and other commodities
arrangements worked as intended
20
21. FAQ #2: Why is cash flow improving?
• Cash flow outlook is improving
– Strengthened earnings
– Strict inventory control
– Management of accounts receivable
• Half of annual management bonus depends
on achievement of cash flow plan
21
22. FAQ #3: What exposure do you have to
Lehman Brothers and other troubled financial
institutions?
Bank of New York
The Foothill Group, Inc. General Electric Capital
Corp.
• Lehman Commercial Bayerische Landesbank
JPMorgan Chase
Bank of Nova Scotia
Paper Inc. accounts for Landesbank Baden-
6% of our $700 million Wuerttemberg
Fifth Third Bank Citicorp
credit line commitment National City Bank
• Entity not included in Comerica Bank
bankruptcy filing Bank Austria BNP Paribas
Creditanstalt AG
• Unclear how Barclays
will handle SunTrust Bank
commitments in an ABN AMRO Bank
acquisition The Royal Bank of
Scotland PLC
• Good diversity among Bank of Tokyo-
UBS Loan Finance
Mitsubishi UFJ
other credit line banks Trust Comp. Bank of America
Lehman Commercial
Paper Inc.
22
23. FAQ #4: How bad is Europe really?
Analyst Estimates of 2009 Production Higher/(Lower) than 2008
Light Commercial
Vehicles Vehicles
Bank A -8% -12%
Bank B -6% -12%
Bank C -5%
OEM 1 -9%
OEM 2 -5% to -10%
23
24. FAQ #5: When will you start to benefit
from lower steel prices?
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
• Surcharges from the mills have been flat during the quarter
• Scrap steel prices have come down, which may lead to lower
finished steel prices in future periods
• Customer pass-through will come down in parallel with costs
24
25. FAQ #6: Will you be hurt by American Axle’s
entry into the CV market in North America?
• American Axle will be the tier 2 supplier to us for
the axle components in question
• We were the incumbent supplier and chose not
to quote these parts for the new model program
although we will be making other components
and assembling finished axles
25
26. FAQ #7: Has Performance Plus already picked
all the low-hanging fruit?
• Performance Plus cost reductions expected to fully achieve
2008 target of $75 million savings net of unrecovered
material cost increases
• Strong implementation momentum late in the year
positions the company well to achieve an additional $75
million in savings in 2009
• To increase confidence in a difficult material cost
environment, we have launched a second wave of
Performance Plus resources
– Wave 2 team located in Europe
– Intended to increase idea generation and project
management while Wave 1 ideas are being implemented
26
28. North America Class 8 Truck Net New
Orders
30,000
Net new orders per month
2008
20,000
2007
10,000
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Orders better than prior year in 10 of the last 11 months
Source: ACT Research
28
29. U.S. Freight Tonnage
Seasonally adjusted monthly index, 2000 = 100.0
3 MMA Monthly 10-Year Trend
125
July ’08 Final Index – 115.5
Down 0.9% from June 2008
Up 3.8% from July 2007
120
115
110
105
100
Jan Apr July
Jan Apr Jul Oct Jan Apr Jul Oct
2008 2008 2008
2006 2006 2006 2006 2007 2007 2007 2007
Ninth consecutive monthly year-over-year increase
Source: ATA
30. 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
30
31. 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.
31
32. 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
32
33. 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)
33