EX-99 2 arm8k121509ppt.htm ARM 8-K EX-99 ANALYST DAY PPT

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 company’s announced plans to divest the Body Systems business of LVS and any of the strategic options under
which to pursue such divestiture. In the case of any sale of all or a portion of the business, these risks and uncertainties include the timing and
certainty of completion of any sale, the terms upon which any purchase and sale agreement may be entered into (including potential substantial
costs) and whether closing conditions (some of which may not be within the company’s control) will be met. In the case of any shut down of
portions of the business, these risks and uncertainties include the amount of substantial severance and other payments as well as the length of
time we will continue to have to operate the business, which is likely to be longer than in a sale scenario. There is also a risk of loss of customers
of this business due to the uncertainty as to the future of this business. 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, including the recent global
economic crisis; 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);
whether our liquidity will be affected by declining vehicle production volumes in the future; 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; the ability to achieve anticipated or continued cost savings
from reduction 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; the outcome of actual and potential 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 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.

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.

Agenda

Chris Snodgrass

Vice President, Worldwide Manufacturing

Manufacturing & Supply

Chain

Jay Craig

Chief Financial Officer

Financial Overview

Strategic Direction

Chip McClure

Chairman, CEO and President

Operations Strategy &

Performance Plus

Commercial Truck

Carsten Reinhardt

Chief Operating Officer

Industrial & Asia Pacific

Tim Bowes

President, Industrial

Aftermarket & Trailer

Joe Mejaly

President, Aftermarket & Trailer

Divestiture Update

Mary Lehmann

Chris Snodgrass

& Supply Chain

Manufacturing & Supply

Chain

Jay Craig

Chief Financial Officer

Financial Overview

Strategic Direction

Chip McClure

Chairman, CEO and President

Operations Strategy &

Performance Plus

Commercial Truck

Carsten Reinhardt

Chief Operating Officer

Industrial & Asia Pacific

Tim Bowes

President, Industrial & Asia Pacific

Aftermarket & Trailer

Joe Mejaly

President, Aftermarket & Trailer

Divestiture Update

Mary Lehmann

Senior Vice President, Strategic

Initiatives

2009 Priorities

Accelerate restructuring and other cost
reductions

Continue operational performance
improvement

Complete LVS separation

Continue to grow high-margin segments

Innovate and strengthen technology

Did what we said we would do

Progress Toward Transformation

FY03

FY06

Future

Commercial Truck

Industrial

Aftermarket & Trailer

Based on Sales

FY09

New Reporting Segments

Commercial Truck

Industrial

Aftermarket & Trailer

Light Vehicle Systems

Commercial Truck

Maintain leadership position
in delivering advanced
drivetrain solutions

Expand global brake
leadership positions

Invest in advanced
technologies to improve
vehicle efficiency

Strengthen electronics and
controls capability

Strategic Priorities

Industrial

Grow global off-highway,
specialty and defense
business

Expand product and
customer portfolio

Grow market share in Asia
Pacific

Accelerate investments in
engineering and technology
capabilities in China and
India

Strategic Priorities

Aftermarket & Trailer

Grow aftermarket through
expansion of product portfolio
and remanufacturing
business

Continue to expand
aftermarket global distribution
network and systems
infrastructure

Expand into emerging
markets

Increase global share of the
growing trailer market

Strategic Priorities

Light Vehicle Systems

Continue commitment to
LVS divestiture strategy

Continue to invest and
support customers

Limit costs to carry the
business

Strategic Priorities

Strong Leadership Team

2010 Priorities

Remain focused on rigorous cost management to
realize improved operating leverage

Continue transformation to focus the company on
global commercial and industrial markets

Successfully execute as global markets recover

Drive innovation – accelerating new products and
advanced fuel efficient technologies

Maintain focus on sustainable profitable growth

Continue focus on balance sheet management

Axles, brakes, suspension and transmissions
to commercial vehicle aftermarket customers

Wide variety of undercarriage products and
systems for trailer applications

Transforming the Business

Drivetrain systems and components
including axles, drivelines, braking and
suspension systems

Medium and heavy duty trucks in NA,
SA and Europe

Drivetrain systems including axles, brakes,
drivelines and suspensions

Off-highway, military, construction, bus and
coach, fire and emergency and other
industrial

On- and off-highway activities in Asia
Pacific

Aftermarket & Trailer

Industrial

Commercial Truck

Regional and Segment Mix – Core Business

2009 Sales: $3.1 billion

Commercial Truck, Industrial, Aftermarket & Trailer

Market Leadership Positions(1)

Direct Material
Optimization

Manufacturing

Overhead

C

O

S

T

SIX MAIN AREAS DEFINED IN 2006

More than 450 initiatives in the pipeline; more than 1,300
complete

Forty full-time employees

Active business process in NA, EU, SA, India and China

Reduced supply base by 15%

Invested $100 million in rationalization, flexibility and capacity

Exceeded targeted annual labor and burden savings of 3% (net
of economics)

One plant opened, six plants closed and consolidated

APS launched in 100% of our plants globally

Investment initiated in additional capacity in lucrative, emerging
markets in Brazil and China

Substantially exceeded risk-adjusted target of ~$45 million

Including 8% indirect material savings

Additional G&A savings include: temp labor, travel &
entertainment, shared services and outsourcing

Product Strategy

Engineering R&D

Aftermarket

R

E

V

E

N

U

E

SIX MAIN AREAS DEFINED IN 2006

Increased engineering staff by 10%+

Invested $3 million in testing and validation

Forty-seven major program launches since 2007

Presented dual-mode hybrid technology

Grew electronics and controls capabilities

Defined key growth segments such as off-highway,
defense, drivetrain efficiency and brake technology

First products have hit the marketplace

Focused program to improve profitability of products
through pricing and complexity reduction

Increased revenue by approximately $120 million or 17%

Revenue growth of 70% in Remanufacturing

Launched new products including Platinum Shield

Combined trailer axle offering with remanufactured
products to EU fleets for lower cost of operation

Launched CVA product platform in BRIC countries

Commercial Truck

Based on FY09 Sales

Well-positioned to benefit from
rebound in global commercial
truck markets in North America
and Europe

Well-established position in
South America

Strong product portfolio and
customer relationships

Building on strong position to
diversify customer mix

Aggressive product launch
cadence in 2010/2011/2012

Designing products for vehicle
efficiency

Truck Markets and Customers

Customer

North
America

South
America

Europe

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

Top Truck Customers 2009

Based on FY09 Sales

Global Truck Production Trends

North America

Class 8 Production (000)

Calendar Year

Western Europe

Med. & Heavy Truck Production GVW>6t (000)

Calendar Year

North America

Class 4-7 Production (000)

Calendar Year

South America

Med. & Heavy Truck Production GVW>6t  (000)

Calendar Year

Growing Business in North America

PACCAR

Meritor front and rear
axles and brakes now
standard on the
KENMEX new T460 for
cement mixer and dump
truck applications

KENMEX is the Mexican
subsidiary of the
Kenworth Truck
Company, a PACCAR
company

Volvo

Meritor will continue to be the
standard drive axle supplier for
the Volvo and Mack truck
brands for the next three years

RPL Meritor drivelines will be
standard on Volvo

RN Meritor drivelines will be
standard on Mack

DTNA

Extends long-term
relationship with DTNA

Agreement through 2011

Continues supply of axles,
brakes and drivelines to
Freightliner and Western
Star at historical penetration
levels

Meritor WABCO awarded
standard position for new
SS1200 plus air dryer
beginning January 2010

Navistar

Signed 7-year axle agreement
in March 2009

Meritor axles now standard
position on International
medium duty trucks and IC Bus
brand school and commercial
buses

Gained additional standard axle
position on International’s
heavy-duty trucks

Gained data book positions for
Meritor WABCO

Next Generation Technology

New design
addresses
customer needs

Improved vehicle
efficiency

Lowest weight in
industry

Optimized
driveline
angularity

Higher torque/HP
capability

Faster axle ratios

MT-14X Tandem Axle

Next Generation Technology

Developing technologies to improve
product cost, performance and vehicle
efficiency to support key customers

Successfully launched 17-X drive axle
for European applications

Plan to begin production of
MS-18X for 60 ton GCW Global
applications in 2Q11

Significant investment planned to
support foundation air disc brake
business

Increasing the scale of our well known,
on-highway hub reduction technology
with the 610 product platform

Growing Business in Western Europe

ELSA Disc Brake

17-X Technology

Hub Reduction Technology

Growing Business in Russia

Background

ARM sales in the Commonwealth of
Independent States (CIS) have
increased to more than $10 million as
100,000 new and used EU and NA
trucks have been imported into the
region

Moscow office opened in 2008 to
support region with aftermarket needs

Further growth in CIS expected as
conditions improve

Next Steps

Signed MOU to study feasibility of a
joint venture for axles, brakes and
trailer components in the region

JV would serve the CIS
and provide low cost manufactured
components for other territories

Market Growth in CIS Significant

Source: Global Insight

Strong Position in South America

Brazil Economy Improving

GDP expanded by 1.9% quarter-over-quarter in 2Q; estimates for
approximately 5% real GDP growth through 2015

Government plans to invest $160 billion from 2009-2013 on recovery and
production of recently discovered deep water oil reserves

Expected government stimulus for 2014 World Cup and 2016 Summer
Olympics

Growth Acceleration Program will invest more than $400 billion over next
five years in infrastructure

Brazil

Truck Production, GVW>6t

Calendar Year

Source: J.D. Power and Associates

Industrial and Asia Pacific

Off-Highway

Leading independent off-highway axle
supplier in China

Re-entering global off-highway market
leveraging global scale and technology

Defense

Largest independent drivetrain producer
for tactical wheeled vehicles globally

Commercial Vehicle

Largest independent supplier of axles
in India and Australia

Leading supplier of drum brakes in
China

Specialty

Leader in Bus & Coach in U.S.

Leader in customized fire truck market
in the U.S.

Leader in Class 5 AWD market in the
U.S.

Expanding in premium bus & coach
market in India and China

Based on FY09 Sales

Industrial and Asia Pacific

China

GDP Growth

India

Truck Production GVW>6t

Source: J.D. Power and Associates

Source: J.D. Power and Associates

Based on FY09 Sales

Global Off-Highway Market

Target Launch Market of $1.9B

Demand expected to grow
through 2014; AP major
growth market

Leveraging China installed
base and commercial
vehicle products

More than 50 new axle
models

Robust global product plans

New axle families from
35,000 lb-300,000 lb capacity

Significant investment
planned for Xuzhou Meritor
Axle Co. joint venture

Targeting 20% increase in
capacity

Housing

Brake

Steering

Wheel end

Carrier

AT Crane

MXT

FMTV

JLTV

Defense Programs

Future Programs

Booked Business

FMTV

On-contract through 2010

Re-buy contract starts in 2011

MXT

Production contract with British MoD

Meritor TACTX High Mobility
Independent Suspension

Heavy Tactical Trucks

Freightliner on contract through 2010

Aftermarket Service for All Models

Joint Light Tactical Vehicle (JLTV)

HMMWV replacement, production SOP 2013

ArvinMeritor partnered with 2/3 current OEM’s

Marine Personnel Carrier (MPC)

Next Generation LAV

ArvinMeritor on team to build a demonstrator,
production 2014

DEFENSE STRATEGY

Secure North America position

Expand in selective markets

Asia Pacific Strategy

Market presence for nearly 30 years

Strong in-region management with
localized manufacturing and
sourcing

Regional product development
leveraging global capabilities

Strong relationships

Focused on China, India and
ASEAN region

Exploring organic and inorganic
growth opportunities

Increasing engineering capabilities

Regional Market Comparison for Truck Production

FOCUS

Based on FY09 Sales

Asia Pacific Footprint

China Commercial Vehicle and Specialty

ArvinMeritor Vehicle Systems
Co., Ltd.

Location: Wuxi, Jiangsu Province, China

Products: Air disc brake, carrier assembly,
axles, trailer beam and axle

Markets: Bus & Coach

Meritor Huayang Vehicle Braking
Co., Ltd.

Expand axle offering for high and mid-range OE Market (truck and bus)

Increase brake capabilities

Increase local engineering and customer service capability

Growth Strategy

Location:  Shiyan, Hubei Province, China

Products: Drum brakes

Markets:    Commercial vehicles, Bus

    & Coach and Off-Highway

India Growth Strategy

Meritor HVS (India) Ltd. and Automotive Axles Ltd.

Location: Mysore

Main Products: Drive axles, front steer axles, tag axles and brakes; significant engineering
and validation capabilities exist

Established: Partnerships with Kalyani Group established in 1998 and 1981

Sales growth in foundation and air disc brakes

Expand product portfolio to meet increasing needs in the commercial vehicle market

Strategically enter growing Indian off-highway market

Opportunities in military market

Advanced product design and development capabilities in Bangalore technical center

Growth Strategy

Aftermarket & Trailer Segment

Global Aftermarket Business

Well-known brand portfolio and
product life-cycle service and
support

World-class packaging and
distribution

Remanufacturing global enterprise

Extensive product portfolio and “all
makes” competitor product lines

Industry-wide leader in customer
service

Global Trailer Business

Full-line axle, wheel-end and
suspension supplier

Established footprint in North
America and Europe

Leading market position with joint
venture in South America

Distribution in Asia Pacific region

Based on FY09 Sales

Aftermarket & Trailer

North American Trailer Production

U.S. Truck Freight Ton Miles

Seasonally Adjusted

Source: FTR Associates

Source: FTR Associates

Source: 2004-08 CLEAR data; 2009-12 blended data

Europe Trailer Production

Based on FY09 Sales

Aftermarket Success Formula

Genuine Product

Genuine Product –

Price/Reman

Price/Reman

Advanced warehousing
management and distribution
systems

Highly-automated
component packaging
capability

Same day shipment for
vehicle-down emergencies

Lean warehousing and Six
Sigma-driven processes

Highly-efficient order
processing capability

Low transaction cost

Global Reach

11 distribution centers
across 5 continents

7 remanufacturing centers

8 customer assistance call
centers

3,300 distributors

2,600 OE dealers

Servicing the Full

Lifecycle of the Vehicle

Distribution Expertise and

Extensive Global Network

Product

Brands

Products

Transmissions

Axles

Electronic products

Braking components

Drivelines

Trailer axles/components

Steering gears

Air systems/components

Clutches

Hydraulic braking systems

Remanufactured portfolio

Aftermarket Growth Initiatives - Europe

2003

2009

52%

48%

65%

35%

All-makes extensions

Reman offerings

Brand differentiation

Growth driven by:

Infrastructure investments

Price point products for broad
European market

“Meritor Service Point”

OEM service parts

Independent distributor channel

Based on Sales

Strategy for Globalization

North
America

Europe

South
America

Asia Pacific

Trailer Growth Initiatives

Significantly reduced breakeven levels at current industry volumes

Well-positioned with new product launches

Prepared to capitalize on market recovery

MTA Air

Suspension

Euroflex

Maintain #1 position in trailer axles and braking
systems

Expand product offerings

Launch new MTA air suspension in 2010

Introduce new advanced technologies (MTIS)

Enhance product lines

Launched Euroflex new air suspension in 2009

Drive growth by leveraging:

Sales and service support

Aftermarket distribution network

Grow with strong joint venture partner

Expand product offerings

Launch next generation air suspension in
2010

Continue to build strong alignment with key
customers

Increase market share in Australia and New
Zealand and expand in other Asian countries

Expand mfg. and dist. footprint in region

CS Suspension

Manufacturing Operations Turnaround

Five focus areas driven by a foundation of talented employees

Labor and Burden

40% reduction in manufacturing
conversion cost

Inventory

25% reduction in inventory
through performance

Global Manufacturing Investment 2007-2009

Investment continues through all cycles

Preparing North America for the Upturn

Mexico

Increased flexibility and capability

Consolidated footprint

North American Footprint

Industrializing Footprint for Growth in Asia

China

Localizing capability

Positioning footprint for growth

Asia Pacific Footprint

ArvinMeritor Production System

Managing the Cycle

Segment EBITDA Before Special Items(1)

Quarter Ended

September 30,

Year Ended

September 30,

2009

2008

2009

2008

Sales

        Commercial Truck

$   325

$    690

    $ 1,566

    $ 2,922

        Industrial

220

290

         888

       1,117

        Aftermarket & Trailer

219

307

         954

       1,183

        Light Vehicle Systems

288

340

      1,033

       1,571

        Intersegment Sales

(68)

(96)

       (333)

        (403)

        Total Sales

$   984

$ 1,531

    $ 4,108

    $ 6,390

EBITDA

        Commercial Truck

$    1

$   27

$  (38)

$  116

        Industrial

24

36

126

128

        Aftermarket & Trailer

18

34

89

110

        Light Vehicle Systems

-

5

(53)

15

                 Segment EBITDA

$  43

$ 102

$  124

$  369

Unallocated Corporate Costs

(3)

(15)

(8)

(39)

         Total EBITDA

$  40

$   87

$  116

$  330

         Total EBITDA Margin

4.1%

5.7%

2.8%

5.2%

(in millions)

(1)    Continuing operations before special items.  See appendix – “Non-GAAP Financial Information.”

Free Cash Flow (1)

Quarter Ended

September 30,

Year Ended

September 30,

2009

2008

2009

2008

Pretax Income from Continuing Operations

      $             (2)

      $            23

     $      (361)

      $              93

Impairments

     -

       -

       223

           -

Net Spending (D&A less Capital Expenditures)

     4

       (17)

       (30)

           (18)

Pension and Retiree Medical Net of Expense

       (5)

       6

             (26)

           22

Performance Working Capital (2)

       41

       234

              210

           (154)

Off Balance Sheet Securitization and Factoring

       (15)

       (83)

             (275)

           120

Other, including Restructuring

       (13)

       (84)

              (131)

           (21)

     Free Cash Flow from Continuing Ops.

      $            10

       79

             $  (390)

          $           42

Discontinued Operations

       12

       24

             (39)

           (51)

     Free Cash Flow

     $             22

      $         103

      $       (429)

      $                (9)

Memo: Cash Flow Provided by Continuing
Operations

     $             27

      $         127

      $       (279)

      $           180

(in millions)

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

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

Fourth Quarter 2009 Results Comparisons(1)

FY09 Q3
Actual
(2)

FY09 Q4  
Actual

Sales

$942 million

$984 million

EBITDA BSI

$28 million

$40 million

EPS BSI

$(0.29)

$(0.28)

FCF before Factoring
and Restructuring

$158 million

$48 million

FCF

$73 million

$22 million

(1)

See appendix – “Non-GAAP Financial Information.”

(2)

Recast for LVS divestitures, including removal of Wheels, as reported in Q4 2009.

EBITDA Margin Before Special Items (1)

EBITDA(1) Margin

Q309 – As previously reported

3.3%

Wheels and Chassis divestitures

(0.3)

Q309 – Excluding Wheels and Chassis

3.0%

Europe medium & heavy truck production volume

(1.0)

North America production volume

0.3

South America production volume

0.3

Performance Plus and other cost savings

1.6

Other

(0.2)

Core Business subtotal

4.0%

LVS

0.1

  Q409

4.1%

(1)    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.  See appendix for consolidation and comparison to GAAP measures.  EBITDA margin equals
EBITDA divided by sales.

Margins vs. Prior Quarter

Structural Cost Reductions(1)

Core Business

FY09 Savings(1)

Q4

FY

Run

Rate

Structural Cost
Reductions

$34

$97

$136

Temporary Cost
Reductions

$13

$48

$52

Variable Labor

(Volume related)

$18

$50

$72

                          Total

$65

$195

$260

(1)     Cost reductions represent expected savings based on current information and management’s best estimates.

Pay reductions restored

in November

($12 million annual run rate)

FY10 and beyond

(in millions)

Pension & OPEB Update

FY07

FY08

FY09

FY10E(1)

Pension

Unfunded Status

$181

$115

$517

N/A

Expense(2)

$69

$46

$22

$38

Contributions

$152

$34

$25

$51

Discount Rate

U.S.

6.35%

7.10%

5.70%

N/A

Asset Returns

U.S.

OPEB

Contributions(3)

$50

$48

$75

$46

(1)

Based on management’s current planning assumptions and other factors.  Actual results may differ materially from projections as a
result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

(2)

Based on continuing operations excluding restructuring expenses.

(3)

Includes $28 million one-time settlement of USW retiree medical in Q1 2009.

(in millions)

Long-term return assumption currently at 8.5%

2010 Planning Assumptions(1)

(in millions)

Capital Expenditures

$90 - $110

Interest Expense

$95 - $110

Income Tax Expense - BSI

$40 - $60

Cash Income Taxes

$25 - $50

(1)    Based on management’s current planning assumptions and other factors.  Actual results may differ materially from
projections as a result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

Fiscal Year Basis

Update on First Quarter Outlook(1)

FY 2009 Q4
Actual
(2)

FY 2010 Q1
Outlook
(1)

Sales

$984 million

Higher

EBITDA BSI

$40 million

Higher

Income before
Taxes BSI

$2 million

Higher

FCF before
Factoring and
Restructuring

$48 million

Slightly Negative

FCF

$22 million

Around Breakeven

(1)

Based on management’s current planning assumptions and other factors.  Actual results may differ materially from projections as a
result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

(2)

See appendix – “Non-GAAP Financial Information” for a reconciliation to GAAP.

Q1 FY 2010 Free Cash Flow is expected to be
significantly better than previous years

We expect to achieve positive Free Cash Flow for
three consecutive quarters

Stable Cash Flow Results(1)(2)

(1)

Based on management’s current planning assumptions and other factors.  Actual results may differ materially from projections as a
result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

(2)

See appendix – “Non-GAAP Financial Information.”

(3)        GAAP cash flow provided by (used for) continuing operations was $ (338) million for fiscal year 2009 first quarter, $(271) million for
fiscal year 2008 first quarter, $27 million for fiscal year 2009 fourth quarter, $99 million for fiscal year 2009 third quarter and $(102)
million for fiscal year 2009 second quarter.

(in millions)

FY 2010 Q1
Outlook
(1)

FY 2009 Q1
Actual

FY 2008 Q1
Actual

Free Cash Flow

Around
Breakeven

$(386) million

$(305) million

(in millions)

FY 2010 Q1
Outlook
(1)

FY 2009 Q4
Actual

FY 2009 Q3
Actual

FY 2009 Q2
Actual

FY 2009 Q1
Actual

Free Cash Flow

Around
Breakeven

$22

$73

$(138)

$(386)

FY10 plan to extend maturities of our revolver and bulk of 2012
notes

Long-term objective of achieving credit statistics near
investment grade

Long-Term Capital Structure(1)

(1)

Based on management’s current planning assumptions and other factors.  Actual results may differ materially from projections as a
result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

(2)

S&P key industrial financial ratios – Three-year (2005-2007) average medians for BB rated companies.

(Three-year average)

S&P BB
Ratios
(2)

EBITDA Interest Coverage

4.8X

Free Operating Cash Flow /
Total Debt

7.1%

Total Debt / EBITDA

3.1X

Total Debt / Capitalization

52.5%

Chassis

Transactions solidified ArvinMeritor’s liquidity
position

Sold stake in Gabriel de Venezuela (June 2009)

Sold Gabriel Ride Control North America U.S.
(July 2009), Mexico (August 2009)

Sold stake in joint venture with Mitsubishi Steel
(MSSC) (October 2009)

Sales from remaining Chassis businesses were
$106 million in FY09

Remaining Chassis businesses have operated
near breakeven; most will run off over the next
two years as vehicle programs end

Chassis Operations
2008 Sales

Wheels

Sold and closed in September 2009;
$166 million net proceeds

Wheels complete; Chassis divestiture essentially complete

LVS Divestiture – Significant Progress to Date

LVS Financial Update

3Q 2009

4Q 2009

Sales

$259

$288

EBITDA – BSI(1)

$(6)

$0

Free Cash Flow

(Before Factoring)

Slightly
Positive

About
Breakeven

Capital
Expenditures
(2)

$25 - $30 million in FY 2010

(included in total company FY 2010
assumption of $90 - $110 million)

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

(2)

Based on management’s current planning assumptions and other factors.  Actual results may differ materially from
projections as a result of risks and uncertainties.  Please see slide “Forward Looking Statements.”

Based on FY09 Sales

LVS Divestiture – Body Systems

Committed to divest Body Systems and will work to
achieve the best outcome for our shareholders,
customers and employees as we move through 2010

Body Systems is believed to have stabilized at continuing
depressed market volumes

EBITDA near breakeven levels in Q3 and Q4 2009

Improved “cost to carry” should provide time to divest the
business in the most economically advantageous way
possible

Preferred outcome is strategic buyer for the business

External progress updates will be provided

A company prepared to realize its full potential

Strong leadership team

Strong focus

Strong market positions

Strong global foundation

Strong profitable growth strategy

Appendix

Non-GAAP Financial Information

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 not 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.

Non-GAAP Financial Information
Income Statement Special Items Walk 4Q 2009

Non-GAAP Financial Information
Income Statement Special Items Walk 3Q 2009

Non-GAAP Financial Information
Income Statement Special Items Walk 4Q 2008

Non-GAAP Financial Information
Income Statement Special Items Walk FY 2009

Non-GAAP Financial Information
Income Statement Special Items Walk FY 2008

Non-GAAP Financial Information
EBITDA Reconciliation

Non-GAAP Financial Information
Free Cash Flow

Non-GAAP Financial Information
Free Cash Flow