Jim Donlon, Chief Financial Officer of ArvinMeritor, presented at the Lehman Brothers Industrial Select Conference. He discussed (1) the sale of the company's Emissions Technologies business for $310 million, which will allow the company to focus on its core businesses. He (2) outlined the company's growth strategy going forward, which includes tripling sales in Asia and aftermarket. The sale will (3) narrow the company's focus and allow it to invest proceeds into organic growth, acquisitions, and paying down long-term liabilities.

1. Lehman Brothers
Industrial Select Conference
Jim Donlon
Chief Financial Officer
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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. 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
cost of raw materials, including steel; 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; 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; 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.
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3. Agenda
• Emissions Technologies Divestiture
• 2007 Outlook
• Top Questions on Investors’ Minds
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4. Emissions Technologies Transaction
Overview
• Announced Friday that we have reached a definitive
agreement to sell our Emissions Technologies
business to One Equity Partners for cash and other
consideration of $310 million
• The transaction is expected to close in the fiscal third
quarter, pending standard regulatory approvals and
closing process
• ArvinMeritor will focus its capital and management
talent on executing transformational goals and
Performance Plus initiatives
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5. Narrowing Scope Enables Focused
Investment
Chassis, Drivetrain and Apertures
Emissions Technologies
LVA Filters & Exhaust
Roll Coater
2004 2005 2006 2007 2008
ER&D +
Cap. Ex. as 4.2% 3.6% 3.4% 4.3% 4.3%
% of Sales
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6. Potential Uses of Proceeds
• Retire or fund selected long-term
liabilities
• Invest in organic growth and/or bolt-on
acquisitions in our focus areas
- Asia
- Aftermarket
- Systems and controls technology for
chassis, drivetrain and apertures
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7. ArvinMeritor Before and After ET
Divestiture
Measure Before After
2007 Sales $8.9 – 9.1 billion $5.9 – 6.1 billion
Facilities 112 75
Employees 27,500 20,000
Countries 26 22
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8. Customer Base Before ET Divestiture
2006 Sales
Commercial Vehicle Customers Light Vehicle Customers
DaimlerChrysler
Other CVS
10%
Ford 1%
53%
15%
Volkswagen 1% Light
Volkswagen
Vehicle
10%
General Motors 1%
Fiat 2%
PACCAR 2% General Motors
9%
International 3%
Asian Based
OEMs 3%
Ford 7%
DaimlerChrysler
8%
47% Asian Based OEMs 3%
Commercial Fiat 3%
Volvo 11%
Vehicle BMW 2%
Other LVS 9%
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9. Customer Base After ET Divestiture
2006 Sales
Commercial Vehicle Customers Light Vehicle Customers
33%
DaimlerChrysler
8%
Light
Other CVS Volkswagen
Vehicle
22% 7%
Asian Based
OEMs 4%
Ford 1%
General Motors 3%
Volkswagen 1%
Ford 3%
General Motors 1%
BMW 1%
Fiat 2%
PACCAR 2%
Asian Based Other LVS 7%
OEMs 4%
International
67% 5%
Commercial Volvo 17%
Vehicle DaimlerChrysler
12%
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10. Geographic/Customer Mix Before ET
Divestiture
2006 Sales Asia and Asian-
Asia and Asian-
based OEMs *
based OEMs *
16%
9%
North America
South America* 47%
6%
South America*
7%
Europe and
Europe and
European-
European-
North America
based OEMs *
based OEMs *
44%
33%
38%
Consolidated + Non-Consolidated
Revenue Joint Ventures
* Includes local operations of companies headquartered in North America
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11. Geographic/Customer Mix After ET
Divestiture
2006 Sales Asia and Asian-
Asia and Asian-
based OEMs *
based OEMs *
11%
10%
South America*
North America
8%
51%
South America*
10%
Europe and
European-
based OEMs *
Europe and
28%
European-
based OEMs *
North America
31%
51%
Consolidated + Non-Consolidated
Revenue Joint Ventures
* Includes local operations of companies headquartered in North America
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12. Top 10 Commercial Vehicle Platforms After
ET Divestiture
Platform Key Vehicles
Volvo Trucks HD FH, FH16
Freightliner Class 8 Coronado, Century S/T, Columbia
Renault Trucks HD Premium, Magnum
Mack/Volvo Class 8 VT, VN, Pinnacle, Vision
International Class 8 ProStar, 8000 Series, 9000 Series
International MD 4000 Series, CF Series
Freightliner/Sterling MD Business Class, Cargo, 360
Armor Holdings Military Vehicles
GM MD Trucks W-Series, T-Series
Iveco HD Stralis, Trakker
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13. Top 10 Light Vehicle Platforms After ET
Divestiture
Platform Key Vehicles
VW PQ34/35 Golf, Touran, Audi A1, Skoda Octavia
Hyundai NF/CM Santa Fe, Sonata
Renault C Megane, Scenic
Dodge DR-DE Ram
VW PQ24/25 Polo, Ibiza, Audi A2, Skoda Fabia
Ford C1 Focus, C-MAX, Volvo S40/V50
GMT 380/390 TrailBlazer
Honda CYR2/UM Accord, Odyssey, Pilot
VW 7L Audi Q7
Peugeot PF1 207
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14. Growth Strategy After ET Divestiture
• Triple sales in Asia and with Asian OEMs within five
years
- $1 billion added sales in China
- $300 million added sales in India
- Healthy mix of local OEMs and global OEMs
• Triple aftermarket sales
• Generate compelling new products that create
exceptional value for customers
• Increase systems, controls and electronics
capabilities
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15. Performance Plus Success Factors
Industry challenges Reason to change
Executive alignment Agents of change
Clear strategies Pathway to change
Fast-start actions Momentum to change
Strong balance sheet Resources to change
ET Divestiture Increases Momentum
and Resources to Change
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16. Fiscal Year 2007 Outlook
Continuing Operations Before Special Items
FY 2007
(in millions except tax rate and EPS)
Full Year Outlook (1)
- $ 6,100)
Sales $ 5,900)
-$
EBITDA $ 300) 320)
-$
Interest Expense $ (90) (100)
Effective Tax Rate 18% 20%
-
Income from Continuing -$
$ 71) 78)
Operations
Diluted Earnings Per Share $ 1.00) -$ 1.10)
-$
Free Cash Flow $ 50) 100)
(1) Earnings exclude gains or losses on divestitures, restructuring costs, and other special
items; assumes ET transaction closes during fiscal Q3
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17. FY 2007 Outlook vs. Prior
Continuing Operations Before Special Items
Sales ($million) Estimated EPS (1)
Previous Guidance $8,900 – $9,100) $1.15 – $1.25
Emissions Technologies Divestiture (2,900) – (3,100) (0.25) – (0.30)
and Corporate Overhead/Tax
Effect
Use Proceeds to Lower LT Liabilities – 0.10 – 0.15
FY 2007 Guidance Range $5,900 – $6,100 $1.00 – $1.10
(1) Excluding gains or losses on divestitures, restructuring costs, and other special items;
assumes ET transaction closes during fiscal Q3
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18. Top Questions on Investors’ Minds
1. Aren’t you letting someone else make the money from
restructuring the Emissions Technologies business?
2. You always talked about ET as core, growing, exciting.
What changed?
3. Can the buyer really run ET better than you?
4. How does this discontinued operations accounting
work?
5. What’s the plan for eliminating the unabsorbed
overhead?
6. What will you really do with the proceeds?
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19. Top Questions on Investors’ Minds
Question #1: Aren’t you letting someone else make the
money from restructuring the Emissions Technologies
business?
Answer:
1. We were pleased with the valuation and believe that the
costs and rewards of restructuring will pass to the buyer
2. Significant cash outlays would have been required for the
restructuring, ER&D and Cap. Ex. to support the products
and plants
3. We believe we can get better return for our shareholders
by investing that capital in our focus areas
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20. Top Questions on Investors’ Minds
Question #2: You always talked about ET as core,
growing, exciting. What changed?
Expected Sales Growth Stainless Steel Spot Price
15%
6%
Comm’l
Vehicles
CAGR: 40%
Light
Vehicles
CAGR: 3%
Dec Dec Dec
2004 2005 2006
2007 2008 2009 2010
Continued rebidding/retrading by large OE customers for commodity products has
limited margin growth, even as sales grow
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21. Top Questions on Investors’ Minds
Question #3: Can the buyer really run ET better than you
can?
Answer:
1. OEP’s management team does have experience and expertise
in running manufacturing operations, as do we
2. Sole focus for OEP may change negotiation with large OE
customers relative to ARM’s consideration of other business
lines
3. OEP has the ability to change the business model (growth and
diversification)
4. OEP is willing to invest to restructure the light vehicle business
and grow the commercial vehicle business
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22. Top Questions on Investors’ Minds
Question #4: How does this discontinued operations
accounting work?
Answer
1. When ET’s EBITDA is moved to discontinued operations,
any general corporate overhead that was allocated to it in
the months before closing cannot go with it
2. We will begin to reduce general corporate overhead to
resize it to our revenues after the sale
3. Interest expense in the months before closing also cannot
be allocated to discontinued operations
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23. Top Questions on Investors’ Minds
Question #5: What is your plan for eliminating
unabsorbed overhead?
• Labor
• Purchased
Services
• Insurance
Allocated
Overhead • Other Non-Labor
Eliminate
Service
Agreement
Reallocate/
Reduce
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24. Top Questions on Investors’ Minds
Question #6: What will you really do with the proceeds?
Long-term Liabilities as of Sept. 30, 2006
$1,500 $1,184
$1,200
$900 $600
$409
$600
$300
$0
Debt Retiree Healthcare Pension
Average Rate: 7.20% 6.60% 6.60%
Assumed Return: 8.50%
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25. Q&A
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