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Arvinmeritor2001 Annua lReport


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Arvinmeritor2001 Annua lReport

  1. 1. To Our Shareowners 2001 marked the completion of our first full year as a new company. We have much to be proud of, but still have more work to do. As shareowners of this company, you can be assured ArvinMeritor is focused on the future and positively positioned to move forward. Our successful merger integration process put us ahead of the economic downturn. As a result, we are ready to respond to the growing challenges currently facing the automotive industry, including declining sales, and excess capacity and inventory. We remain diligent in our efforts to grow the business while taking costs out, striving toward our ultimate goal to be the supplier of choice for the motor vehicle industry. Our long-term goals have not changed: Grow sales 10 percent annually over the business cycle. • We intend to achieve this primarily through organic growth; Grow earnings per share 15 percent to 18 percent annually by • focusing on margin expansion. This growth will be driven by cost reductions and efficiencies; Emphasize cash generation; • Maintain investment grade credit rating; and • Reduce debt-to-capital ratio to 45 percent. • Our customers, and our promise to deliver the highest levels of product quality and service, remain at the center of our work. Despite these difficult economic times, we must never lose sight of our commitment to deliver innovative solutions that move the world.
  2. 2. Financial Highlights In millions, except per share amounts Pro Forma(1) Year Ended September 30, 2001 2000 1999 Sales Light Vehicle Systems $ 3,588 $ 3,668 $ 3,474 Commercial Vehicle Systems 2,199 2,926 2,941 Light Vehicle Aftermarket 859 950 906 Other 159 178 170 Total Sales $ 6,805 $ 7,722 $ 7,491 Operating income(2) $ 279 $ 515 $ 533 As a percent of sales 4.1% 6.7% 7.1% Net income(3) $ 91 $ 254 $ 279 Pre-tax interest coverage(3) 2.0x 3.9x 4.9x Diluted earnings per share(3) $ 1.38 $ 3.56 $ 3.66 Diluted common shares outstanding 66.1 71.4 76.3 Cash provided by operations $ 605 $ 344 $ 415 Total debt to capitalization ratio(4) 67% 67% 58% (1) Pro forma financial information presented as if the merger had occurred at the beginning of each fiscal year and reflects (a) the amortization of goodwill from the merger and the elimination of historical Arvin goodwill amortization expense; (b) the adjustment to interest expense for borrowings to fund the Arvin cash consideration and other financing costs; (c) the income tax effects of (a) and (b) above; and (d) the adjustment of shares outstanding representing the exchange of one share of Meritor common stock for 0.75 shares of ArvinMeritor common stock and one share of Arvin common stock for one share of ArvinMeritor common stock, based on the average shares outstanding for each year. (2) Operating income excludes restructuring costs and other charges of $84 million, $30 million and $35 million in fiscal years 2001, 2000 and 1999, respectively, and gain on sale of businesses and other of $89 million and $31 million in fiscal years 2000 and 1999, respectively. Operating income also excludes merger-related expenses of $70 million in fiscal year 2000. (3) Net income, earnings per share and pre-tax interest coverage exclude the special items discussed in (2) above and non-operating one-time expenses of $3 million and $1 million in fiscal 2000 and 1999, respectively. (4) As of September 30, 1999 this ratio is based on combined results of Arvin and Meritor. Sales Operating Income Operating Cash Flow $ in billions $ in millions $ in millions $7.7 $7.5 7.1% $605 6.7% $6.8 $6.3 7.1% $5.6 $415 6.2% $401 $383 $344 4.1% $533 $515 $279 $348 $444 1997 2000 1997 2000 1998 1999 1997 2000 2001 1998 1999 1998 1999 2001 2001 I Special items % Operating income before special items as a percent of sales Note: Sales, operating income and operating cash flow for the fiscal years ended September 30, 1997 - 2000 are presented on a pro forma basis.
  3. 3. Financial Results For Fiscal Year 2001 The company reported fiscal year 2001 sales of $6.8 billion and net income before special items of $91 million, or $1.38 per share. Sales declined 12 percent, and Working Capital net income before special items decreased 64 percent, as compared to last year’s as a Percent of Sales results. Operating income before special items was $279 million, down 46 percent $ in billions from last year, reflecting an operating margin of 4.1 percent, compared to last year’s 6.7 percent. 6.9% 4.2%* For the year, Light Vehicle Systems (LVS) sales were $3.6 billion. Excluding the $128-million negative impact of currency translation and the loss of $31 million of seat sales, LVS sales would have been up two percent as compared to last year. Fiscal year 2001 operating margin for LVS declined to 5.9 percent, from 6.3 percent last year, attributable to pricing pressures and declining markets in North America. Commercial Vehicle Systems (CVS) sales were $2.2 billion in fiscal year 2001, a $6.8 $7.7 decrease of 25 percent from a year ago, and operating margin was 1.5 percent, down from 7.9 percent for fiscal year 2000. The operating margin decline for 2001 2000 the year is attributable to volume reductions outpacing the company’s lowering Working capital (receivables, of its fixed costs. payables and inventory) as a percent of sales improved For the year, Light Vehicle Aftermarket (LVA) sales were $859 million, compared to dramatically as a result of our focus on cash generation. $950 million in fiscal year 2000, and operating margin increased to 5.1 percent *Excluding sale of receivables. from 4.5 percent in the prior year. The margin increase is the result of improved pricing and the impact of ongoing cost reductions. The company generated $605 million in operating cash flow for fiscal year 2001, Inventory Turnover including the $211-million sale of accounts receivable, reflecting the company’s continuing emphasis on cash generation. Due to the strong operating cash flow 13.0x and the impact of the accounts receivable securitization program, the company 11.4x was able to reduce debt and preferred capital securities by $320 million. Sustain and Strengthen the Business As a direct result of current economic conditions and industry pressures, we are aggressively pursuing several process improvements and organizational changes that are designed to improve our returns. Our goals are to cut costs, improve quality and reduce cycle time in order to sustain and strengthen our business. Specifically, we will: 2001 2000 Concentrate on core competencies, divest non-core businesses • and outsource non-core processes; Inventory turnover was the key contributor to the improvement in working capital. Identify products with low margins and either improve or discontinue them; • Improve returns or divest under-performing businesses; • Note: References to results for fiscal year ended September 30, Conserve cash and capital through joint ventures and alliances; 2000, are on a pro forma basis. • 1
  4. 4. Align inventories with weakening market demands; and • Implement continuous improvement initiatives that will improve quality, • shorten cycle times and drive out waste. In addition to these tough measures, we will reduce capital spending by approximately 15 percent from fiscal year 2001 capital spending of $206 million, adjust our salaried workforce downward and eliminate unnecessary costs. These steps will strengthen our financial performance and ensure that we emerge from the downturn a stronger company. Our Products As consolidations and global outsourcing continue to shape our marketplace, we remain competitively positioned to support these trends and grow our market share. The merger created an even stronger product portfolio for ArvinMeritor, Cash Flow from Operations integrating several competencies for next-generation automotive systems and $ in millions modules. These systems are designed, manufactured, assembled and delivered $605 to our customers wherever and whenever they are needed by way of our global just-in-time logistics network. We view systems integration as our greatest growth opportunity. Through value- $344 added engineering, technology and innovation, we will provide more value to our customers, and, in return, grow our business by increasing our content per vehicle. Light Vehicle Systems Today, our light vehicle products total more than $100 in content per vehicle in North America and Europe combined. By combining our component technologies 2001 2000 into systems – such as aperture, undercarriage and exhaust systems – we have identified an eight-percent annual organic growth rate for this segment. This growth We achieved a positive cash flow from operations despite a is driven by new products, new business wins and increased market penetration. significant drop in net income. While we currently hold the market leadership position in exhaust systems, we recognize the need to prepare for the market impact of alternative fuels and new powertrain solutions. We are tracking this transition and working on exciting new technologies to take advantage of this trend, while maintaining our commitment to providing cleaner, lighter and smarter exhaust and emission solutions to our customers. By understanding and optimizing airflow management principles, ArvinMeritor’s air induction and exhaust system development process will improve engine performance, as well as reduce OEM development time by eliminating design and engineering redundancies. A recent tribute to this work was General Motor’s selection of our new integrated air management solution – Air2Air™– for the all new Chevy SSR sport utility vehicle. Another great example of ArvinMeritor’s system integration is in the recently announced modular, independent rear suspension concept unveiled at the IAA International Motor Show in Frankfurt, Germany. By integrating several ride control 2
  5. 5. and suspension components into a flexible alternative for our customers, we can reduce product cycle time, lower assembly costs and enhance the total suspension performance for the end user. Commercial Vehicle Systems While vehicle markets for our heavy-duty product lines were down significantly, our commitment to product enhancements was not. Today, our commercial vehicle products total more than $2,000 in content per truck and trailer produced in North America and Europe combined. We intend to grow this number by continuing to incorporate more products into the drivetrain, suspension and stopping systems package. Beyond the much lower vehicle production volumes, the industry faces several issues, including enhanced safety requirements, new emissions regulations and the need to lower operating costs. Because ArvinMeritor integrates its products into the Process DriveTrain Plus™ system (available only in North America), we can address these concerns and deliver several benefits to the truck and trailer OEM, as well as the end-user customer. In 2001, we launched several new products targeted at reducing operator maintenance costs, including the Meritor® Amboid Drive Axle and Meritor® Tire Inflation System by P.S.I. We also began People production on the newest automated manual transmission, ZF Meritor’s FreedomLine™ – which is designed to be a lighter, more cost-effective solution than that of the competition. Its electronically controlled shifting senses payload and automatically knows when to shift gears. This engineering advancement also optimizes fuel economy – a benefit that has never been more important, as we watch fuel prices fluctuate and severely affect truck fleet and owner-operator profits. Products One of our greatest opportunities for growth in the commercial vehicle market will come with the pending U.S. and European heavy-duty diesel emissions regulations. Between now and 2005 for Europe, and by 2007 for the United States, a dramatic reduction in environmentally harmful diesel emissions must be realized. In order to The positive interaction of reduce diesel particulate and emissions from exhaust gas, our customers will need ArvinMeritor’s unequalled to redesign their engines and apply aftertreatment technologies. By utilizing our processes, market-leading proven emissions-control experience and newly developed product solutions, we products and our talented, highly motivated people creates a expect to achieve significant penetration in this expanding market within the next powerful synergy that positions us five years and beyond. well for today, as well as takes advantage of future opportunities. Our commercial vehicle aftermarket business continued its push to promote the Meritor and Euclid® aftermarket parts brands within their respective distribution channels, focusing on delivering the right product at the right time. Supporting that effort was the introduction of, our first Web-based online parts ordering system. Today, we have more than 630 customers who will benefit from the real-time information exchange between ArvinMeritor and our OEMs, dealers and warehouse distributors. 3
  6. 6. Light Vehicle Aftermarket While the markets remained weak for aftermarket parts, we were successful in adjusting our operations to put more focus on servicing customers, while reducing costs. Our marketing and industry-leading distribution capabilities are ready to support our family of well-known brands, including the introduction of several new products targeting the performance market. In exhaust and ride control, we expect to capitalize on the growing number of used vehicles in the critical six- to ten- year-old segment that requires more frequent service and repair. In filters, the increasing number of vehicles in operation that drive more miles each year will generate a strong market. We are well-positioned in each of these markets, with loyal customer leaders in the “Do-It-Yourself,” “Do-It-for-Me” and Original Equipment Service markets. Our Processes The foundation to our ongoing success is our commitment to continuous improvement and quality. Both of these areas received significant attention this year. ArvinMeritor has 33,000 employees One of our most significant merger accomplishments has been the institution of and more than 150 manufacturing facilities in 27 countries. ArvinMeritor Performance System (AMPS). AMPS is a combination of lean manufacturing principles and best practices designed to empower teams of employees to drive out waste, eliminate non-value-added tasks and improve production and administrative processes. This internally focused initiative – when combined with our dedication to quality – moves us closer to designing products that exceed our customer expectations. The ArvinMeritor “S3” program, which stands for Six Sigma, Shainin and Solutions, was also launched this year. S-Cubed thinking is helping us to create a problem-solving culture that is not only focused on customer needs, but also on delivering products on time, at lower costs. To date, the application of S-Cubed programs have resulted in approximately $100,000 in savings per project. 12th Our People It’s been a busy year, and our people have achieved a great deal. Our merger Largest integration was successful. By combining human, technical and financial best Supplier practices we saved the company $40 million in pre-tax integration synergies. In addition, our other cost reduction initiatives generated $40 million in pre-tax savings, and we expect recurring income tax savings of $10 million per year. Our engineering teams made significant advancements in designing new systems We are the 12th largest global and technologies, filing more than 145 original patent applications in 2001. And, automotive supplier based on 2000 sales. our operations made great progress to ensure that the highest levels of sustainable manufacturing quality were achieved. Source: Automotive News, June 18, 2001 It’s not an exaggeration when we say that our success is derived from our people. It’s through their hard work, commitment and passion to serve the customer that progress is made and innovations are born. 4
  7. 7. This year alone, we were recognized by our customers, peers and professional associations, as well as by the communities in which we work, with more than 90 awards and accolades. To name a few: Ford Motor Company’s Gold World Excellence Award to Light Vehicle • Aftermarket for its determination and sustained focus on achieving the very highest of standards with its Purolator® filter brand; General Motors Corporation Supplier of the Year Award to Light Vehicle Systems • for superior performance in quality, service, technology and price with its wheel product line; Motor & Equipment Manufacturers Association’s Aftermarket Web Challenge™ • Award to Commercial Vehicle Aftermarket for its new market-leading B2B Web site; and PACE 2001 – Honorable Mention to Exhaust Systems for its revolutionary use • of titanium for a complete exhaust system for the Corvette Z06. Facing the Future We have a strong and experienced management team, and we are taking the necessary actions to weather this downturn and prepare for the eventual turnaround. In the last year, we built a financially sound, viable new company that is fast on its feet. It took long hours, tough decisions and a commitment from all to emerge from the merger bigger and better than we were as separate companies. Today, we face the future with confidence and certain knowledge that ArvinMeritor is a growth story. We will continue to strengthen our technology and engineering Larry Yost infrastructure to ensure we remain a leader in this industry, always delivering Chairman and exemplary value to our customers, shareowners and employees. Chief Executive Officer We’re in it for the long haul. Stick with us. We’re in for a great ride! Sincerely, Larry Yost Chairman and Chief Executive Officer December 11, 2001 5
  8. 8. ArvinMeritor At-A-Glance Business Segments Brand Names Highlights 2001 Results Light Vehicle Systems ArvinMeritor Exhaust Systems Expanded wheel manufacturing facility in Mexico to Aperture Systems MSSC* respond to growing Americas market Undercarriage Systems Arvin Sango* Zeuna Stärker* Introduced new modular, independent rear suspension Net Sales Operating Income Signed an exclusive technology development agreement (Segment by %) (Segment by %) with MIT to commercialize new emissions aftertreatment I LVS 53% I LVS 76% and other system solutions Moved into recreational market, with first contracts to supply exhaust products to Harley-Davidson and Arctic Cat *Joint Venture Brand Name Commercial Vehicle Systems Meritor Drivetrain Systems Captured major supply contract with Volvo Buses Stopping Systems Gabriel Commercial for axle modules Specialty Products Vehicle Suspension Systems and Trailer Products ROR Meritor ®Tire Inflation System by P.S.I. selected standard Euclid equipment on Great Dane classic refrigerated trailers ZF Meritor* Operating Income Net Sales Meritor WABCO* Awarded first exhaust system contract with European (Segment by %) (Segment by %) commercial vehicle manufacturer I CVS 32% I CVS 11% *Joint Venture Brand Name Light Vehicle Aftermarket Purolator Exhaust Aggressively aligned manufacturing and distribution Filters Gabriel capacity with future aftermarket demand Ride Control Arvin Ansa Sport Achieved three consecutive quarters of EuroCat margin improvement MetalCat Net Sales Operating Income Awarded Vendor of the Year by CARQUEST and TruStar Arvin Tesh (Segment by %) (Segment by %) Arvin Rosi Purolator wins Ford Gold Excellence Award I LVA 13% I LVA 16% Arvin Timax Arvin Ansa Note: Business units that are not focused on automotive products are classified as “Other.” Net sales 6
  9. 9. Top Customers Markets Served Market Outlook and Trends DaimlerChrysler Global manufacturers of: Light vehicle volumes are predicted to General Motors Passenger cars and vans decline in North America and Europe in • Ford Sport utility vehicles the next year. The company expects the • Volkswagen Toyota Light trucks continued integration of automotive • Nissan components into major systems and Segment Sales Segment Sales (by region) (by product) modules, consolidation and outsourcing I Exhaust 48% I to offer future growth opportunities. North America 57% I Apertures 32% I Europe 35% I Undercarriage 20% I South America 4% I Asia/Pacific and other 4% Freightliner Global manufacturers of: North American Class 8 commercial vehicle Volvo Heavy-duty trucks and trailers volumes will remain soft in 2002. • Navistar Medium-duty trucks European OEMs will increasingly outsource • PACCAR Mack Coaches and buses components in order to achieve cost and • Blue Bird Specialty vehicles efficiency advantages. Approaching U.S. and Segment Sales Segment Sales • Evobus (by region) (by product) European diesel emission regulations will Volkswagen I I Drivetrain Systems 41% Oshkosh Truck generate new markets for aftertreatment North America 67% I I Stopping Systems 23% Stewart & Stevenson Europe 25% emission products. I I Specialty Products 19% MCI South America 4% I I Suspension Systems IVECO Asia/Pacific and other 4% and Trailer Products 17% MAN Wabash Trailmobile Great Dane Ford/Motorcraft Warehouse distributors The fastest growing segment of vehicles • AutoZone Installers in operation are 6- to 10-years old. • CARQUEST Retail outlets The Motor & Equipment Manufacturers • Kwik-Fit Unipart Association (MEMA) estimates an Pep Boys “untapped market” of $58.3 billion of Segment Sales Segment Sales Advance (by region) (by product) unperformed vehicle maintenance. Midas I North America 74% I Exhaust 36% Meineke These two facts combined translate into I Europe 24% I Filters 35% Texaco expanding market opportunity for I Asia/Pacific I Ride Control 29% Pennzoil Quaker State Light Vehicle Aftermarket. and other 2% and operating income for the “Other” classification were $159 million and $(10) million, respectively. 7
  10. 10. ArvinMeritor Board of Directors Larry D. Yost William D. George, Jr. James E. Perrella Chairman of the Board Former President and Chairman of the Board Chief Executive Officer Chief Executive Officer Ingersoll-Rand Company ArvinMeritor Inc. S.C. Johnson Wax Harold A. Poling Joseph B. Anderson, Jr. Richard W. Hanselman Former Chief Executive Officer Chairman of the Board and Chairman of the Board and Chairman of the Board Chief Executive Officer Health Net, Inc. Ford Motor Company Chivas Industries LLC Charles H. Harff Martin D. Walker Steven C. Beering Former Senior Vice President, Former Chairman of the Board President Emeritus General Counsel and and Chief Executive Officer Purdue University Secretary M.A. Hanna Company Rockwell International Corporation Rhonda L. Brooks President Victoria B. Jackson Exterior Systems Business President Owens Corning, Inc. Victoria Bellé, Inc. Joseph P. Flannery James E. Marley Chairman of the Board Former Chairman of the Board President and AMP Inc. Chief Executive Officer Uniroyal Holding, Inc. Executive Officers Larry D. Yost Juan L. De La Riva S. Carl Soderstrom Chairman of the Board Senior Vice President Senior Vice President Chief Executive Officer Corporate Development & Strategy, Chief Financial Officer Engineering and Procurement Vernon G. Baker, II Craig M. Stinson Senior Vice President Thomas A. Gosnell Senior Vice President General Counsel Senior Vice President President, Exhaust Systems President, Commercial Diane S. Bullock Frank A. Voltolina Vehicle Systems Vice President Vice President Controller Perry L. Lipe Treasurer Senior Vice President Linda M. Cummins Ernest T. Whitus Chief Information Officer Senior Vice President Senior Vice President Communications Terrence E. O’Rourke Human Resources Senior Vice President William K. Daniel Bonnie Wilkinson President, Light Vehicle Systems Senior Vice President Vice President President, Light Vehicle Secretary Aftermarket 8
  11. 11. Corporate Information ArvinMeritor Headquarters Dividend Reinvestment and Additional Investments in ArvinMeritor Common Stock 2135 West Maple Road Troy, MI 48084-7186 EquiServe Trust Company, N.A., provides the Phone: 248-435-1000 DirectSERVICE Investment Program for Fax: 248-435-1393 ArvinMeritor shareowners, under which current shareowners may elect to reinvest dividends and/or make optional cash investments in Corporate Public Relations additional shares of ArvinMeritor common stock. The program also allows cash investments in Members of the media should contact: ArvinMeritor common stock by first-time investors, Public Relations with a $500 minimum initial investment. 248-435-7907 Shareowners may also sell their shares through Shareowner Services the DirectSERVICE Investment Program. Communications about share ownership, book-entry For a brochure and details of the program, accounts, dividend payments, transfer requirements, please direct inquiries to: changes of address, lost stock certificates, account DirectSERVICE Investment Program status and sale of shares should be directed to: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. P.O. Box 2598 P.O. Box 43069 Jersey City, NJ 07303-2598 Providence, RI 02940-3069 Registered shareowners: 800-414-6280 800-519-3111 Other interested investors: 800-483-2277 Independent Auditors For Internet access to account information Deloitte & Touche LLP call 877-843-9327 toll free to receive a password 600 Renaissance Center by mail. Detroit, MI 48243-1704 313-396-3000 E-mail: Telecommunications Devices for the Transfer Agent and Registrar Deaf (TDDs) may be accessed by calling EquiServe Trust Company, N.A. 201-222-4955. P.O. Box 43069 Investor Relations Providence, RI 02940-3069 800-519-3111 Securities analysts and professional investors should contact: New York Stock Exchange Investor Relations Common Stock (Symbol: ARM) ArvinMeritor, Inc. 2135 West Maple Road Annual Meeting Troy, MI 48084-7186 The companyÕ annual meeting of shareowners will s Phone: 866-INFO-ARM (866-463-6276) be held at the ArvinMeritor headquarters at 9:00 a.m. (EST) Fax: 248-435-1189 Wednesday, February 20, 2002. A notice of meeting E-mail: and proxy material will be mailed to shareowners on or about January 4, 2002. For copies of annual reports, Forms 10-K and 10-Q and other ArvinMeritor publications, please contact Investor Relations at the above address.
  12. 12. Our Market and Brand Strength North America Europe Rank Share Rank Share Light Vehicle Systems OE Exhaust Systems 1 31% 1 20% Door Systems 2 18% 2 27% Roof Systems 2 28% 2 29% Gas-Charged Lift Supports Aperture 2 27% - - Vacuum Actuators 1 91% 2 23% Access Control - - 2 28% Suspension 1 34% - - Undercarriage Wheels 2 23% - - Shocks and Struts 1 16% 2 21% Commercial Vehicle Systems OE Trailer Axles 1 70% 2 30% Truck Axles 1 53% 1 26% Brakes and ABS 1 77% 1 40% Drivelines 2 27% - - Transmission and Clutch 2 16% - - Ride Control 1 62% - - Light Vehicle Aftermarket Exhaust Systems 2 35% 2 20% Filters 1 30% - - Ride Control 2 46% 3 12% Commercial Vehicle Aftermarket Trailer Axles 1 80% - - Truck Axles 1 44% - - Brakes and ABS 1 40% - - Drivelines 2 20% - - Ride Control 2 40% - - SP-0217