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ArvinMeritor Reports Second-Quarter Net Income of $45 Million - Up $78 Million

Achieves Second-Quarter Earnings Per Share at Top End of Range and Updates Full-Year Outlook

TROY, Mich., April 28 -- ArvinMeritor, Inc. today reported financial results for its second fiscal quarter ended March 31, 2006.

Second-Quarter Fiscal Year 2006 Highlights

* Net income was $45 million, or $0.64 per diluted share, compared to a net loss of $33 million in the second quarter of fiscal 2005.

* Income from continuing operations, before special items, was $28 million, or $0.40 per diluted share -- the top end of the company's guidance.

* On a GAAP basis, income from continuing operations was $31 million, or $0.44 per diluted share, compared to a loss from continuing operations of $21 million in the same period last year.

* Completed the sale of the Light Vehicle Aftermarket (LVA) Purolator filters business and the aftermarket exhaust business in North America, resulting in cash proceeds of $194 million.

* Issued $300 million of convertible notes that mature in 2026, with an initial redemption and repurchase date of 2016.

* Retired $600 million of 2007 - 2009 term debt, resulting in only $93 million of term debt maturing before 2012.

* Net debt decreased for the fourth consecutive quarter -- a reduction of $325 million from the same period last year.

ArvinMeritor Chairman, CEO and President Chip McClure said, "The actions we implemented to retire debt strengthened our balance sheet, improved liquidity and positioned the company for sustained financial stability. We are very pleased with the results of these efforts, and will continue to work on improving the company's performance by completing our restructuring actions and focusing on strong operational performance."

Second-Quarter 2006 Results

ArvinMeritor posted sales of $2.3 billion in the second quarter of fiscal year 2006, up three percent from the same period last year.

Operating income was $50 million, up $55 million compared to the same period last year. Excluding $17 million of restructuring costs, operating income would have been $67 million in the second quarter of fiscal year 2006.

Income from continuing operations, before special items, was $28 million or $0.40 per diluted share. Special items consisted of $10 million of after- tax restructuring costs, $6 million of after-tax costs associated with the company's $600 million debt tender offer, and $19 million of tax benefits primarily resulting from the resolution of various worldwide tax audits.

Income from discontinued operations was $14 million, or $0.20 per diluted share. Included in income from discontinued operations was an after-tax net gain on the sale of the Purolator filters business and aftermarket exhaust business of $22 million. The company also recorded $12 million of after-tax impairment charges in certain other LVA businesses. Loss from discontinued operations was $12 million in the same period last year.

Net income for the total company was $45 million, or $0.64 per diluted share, compared to a net loss of $33 million in the second quarter of last year.

Outlook

The company's fiscal year 2006 outlook for light vehicle production is 15.6 million vehicles in North America and 16.4 million vehicles in Western Europe. The forecast for North American Class 8 truck production is 340,000 units for fiscal year 2006, up from our prior guidance of 325,000 units. The forecast for heavy and medium truck volumes in Western Europe is 425,000 units, up from our previous forecast of 421,000 units.

For the third quarter of fiscal year 2006, the sales forecast for continuing operations is $2.4 billion. The company's outlook for diluted earnings per share from continuing operations for the third quarter is $0.60 to $0.70, before special items.

ArvinMeritor is updating its full-year guidance for fiscal year 2006. Sales from continuing operations are expected to be approximately $8.8 billion. Earnings per diluted share, before special items, are expected to be in the range of $1.60 to $1.70, revised from the previous guidance of $1.50 to $1.70. The outlook for free cash flow remains in the range of $120 million to $170 million for fiscal year 2006.

McClure said, "Continued high volumes in the commercial vehicle market and interest expense savings from the debt reduction actions we completed in the second quarter are the primary drivers for revising our full-year forecast.

"Looking forward, we are taking steps to minimize the effect on our future earnings and free cash flow related to the anticipated decline in the 2007 North American heavy truck market," he continued. "We expect improved productivity in our trailer business, continued growth in the commercial aftermarket business and increased sales from our Commercial Vehicle Emissions group."

About ArvinMeritor

ArvinMeritor, Inc. is a premier $8.8 billion global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves light vehicle, commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs approximately 29,000 people at more than 120 manufacturing facilities in 25 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, visit the company's Web site at: http://www.arvinmeritor.com/ .

Forward-Looking Statements

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.

Management believes that the non-GAAP financial measures used in this press release 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 net debt is an important indicator of the company's overall leverage, and free cash flow is useful in analyzing the company's ability to service and repay its debt. Further, management uses these non- GAAP measures for planning and forecasting in future periods.

These non-GAAP measures should not be considered a substitute for the reported results prepared in accordance with GAAP. Neither net debt nor free cash flow should be considered substitutes for debt, 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 or cash received from the divestitures of businesses or sales of other assets and thus does not reflect funds available for investment or other discretionary uses. 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 pages are reconciliations of these non-GAAP financial measures, if applicable, to the most directly comparable financial measures calculated and presented in accordance with GAAP.

                             ARVINMERITOR, INC.
                    CONSOLIDATED STATEMENT OF OPERATIONS
              (Unaudited, in millions, except per share amounts)

                                           Quarter Ended   Six Months Ended
                                             March 31,         March 31,
                                           2006     2005     2006     2005
                                                     (Unaudited)
   Sales                                 $2,314   $2,257   $4,400   $4,324
   Cost of sales                         (2,142)  (2,103)  (4,099)  (4,036)
   GROSS MARGIN                             172      154      301      288
     Selling, general, and administrative  (102)     (99)    (189)    (182)
     Restructuring costs                    (17)     (49)     (18)     (59)
     Gains on divestitures                    -        -       23        4
     Other expense                           (3)     (11)      (3)     (16)
   OPERATING INCOME (LOSS)                   50       (5)     114       35
     Equity in earnings of affiliates         8        7       15       13
     Interest expense, net and other        (44)     (30)     (76)     (58)
   INCOME (LOSS) BEFORE INCOME TAXES         14      (28)      53      (10)
     Income tax benefit                      21        9       11        3
     Minority interests                      (4)      (2)      (6)       -
   Income (loss) from continuing
    operations                               31      (21)      58       (7)
   Income (loss) from discontinued
    operations                               14      (12)      21       (8)

   NET INCOME (LOSS)                        $45     $(33)     $79     $(15)

   DILUTED EARNINGS (LOSS) PER SHARE
     Continuing operations                $0.44   $(0.30)   $0.83   $(0.10)
     Discontinued operations               0.20    (0.18)    0.30    (0.12)
   Diluted earnings (loss) per share      $0.64   $(0.48)   $1.13   $(0.22)

   Diluted shares outstanding              69.9     69.1     69.8     69.1

Note: Amounts for the three and six months ended March 31, 2005 have been restated for discontinued operations.

                             ARVINMERITOR, INC.
                  CONSOLIDATED BUSINESS SEGMENT INFORMATION
                                (In millions)

                                           Quarter Ended    Six Months Ended
                                             March 31,         March 31,
                                           2006     2005     2006     2005
                                            (Unaudited)       (Unaudited)
  Sales:
    Light Vehicle Systems                $1,235   $1,225   $2,385   $2,385
    Commercial Vehicle Systems            1,079    1,032    2,015    1,939
  Total sales                            $2,314   $2,257   $4,400   $4,324

  Operating income (loss):
    Light Vehicle Systems                   $(8)    $(36)    $(11)    $(33)
    Commercial Vehicle Systems               62       37      129       74
  Segment operating income                   54        1      118       41
    Unallocated corporate costs              (4)      (6)      (4)      (6)
  Total operating income (loss)             $50      $(5)    $114      $35

Note: Amounts for the three and six months ended March 31, 2005 have been restated for discontinued operations.

                            ARVINMERITOR, INC.
                     SUMMARY CONSOLIDATED BALANCE SHEET
                                (In millions)

                                                March 31,     September 30,
                                                    2006              2005
                                                (Unaudited)
   ASSETS
   Cash and cash equivalents                        $236              $187
   Receivables, net                                1,726             1,655
   Inventories                                       557               541
   Other current assets                              279               256
   Assets of discontinued operations                 294               531
   Net property                                      971             1,013
   Goodwill                                          795               801
   Other assets                                      845               886
   TOTAL ASSETS                                   $5,703            $5,870

   LIABILITIES AND SHAREOWNERS' EQUITY
   Short-term debt                                  $211              $131
   Accounts payable                                1,597             1,483
   Other current liabilities                         638               667
   Liabilities of discontinued operations            142               242
   Long-term debt                                  1,146             1,451
   Retirement benefits                               669               754
   Other liabilities                                 222               209
   Minority interests                                 56                58
   Shareowners' equity                             1,022               875
   TOTAL LIABILITIES AND SHAREOWNERS' EQUITY      $5,703            $5,870

                             ARVINMERITOR, INC.
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Unaudited, in millions)

                                                       Six Months Ended
                                                           March 31,
                                                    2006              2005
  OPERATING ACTIVITIES
  Income (loss) from continuing operations           $58               $(7)
    Adjustments to income (loss) from
     continuing operations
      Depreciation and other amortization             84                91
      Gains on divestitures                          (23)               (4)
      Restructuring costs, net of payments             -                43
      Loss on debt extinguishment                      9                 -
      Pension and retiree medical expense             66                55
  Pension and retiree medical contributions          (49)              (46)
  Changes in receivable securitization
   and factoring                                      42                38
  Changes in assets and liabilities                  (28)             (244)
  Cash flows provided by (used for)
   continuing operations                             159               (74)
  Cash flows used for discontinued operations        (33)             (129)
  CASH PROVIDED BY (USED FOR) OPERATING
   ACTIVITIES                                        126              (203)

  INVESTING ACTIVITIES
    Capital expenditures                             (75)              (61)
    Acquisitions of businesses and
     investments, net of cash acquired                (2)              (22)
    Proceeds from dispositions of
     property and businesses                          45                33
    Net investing cash flows provided
     by discontinued operations                      199               157
  CASH PROVIDED BY INVESTING ACTIVITIES              167               107

  FINANCING ACTIVITIES
      Net change in revolving credit facilities        -                48
      Borrowings on accounts receivable
       securitization program                         94                 -
      Proceeds from issuance of notes                300                 -
      Purchase of notes                             (603)                -
      Borrowings (payments) on lines of
       credit and other                               (6)               20
        Net change in debt                          (215)               68
    Debt issuance and extinguishment costs           (18)                -
    Proceeds from exercise of stock options            -                 5
    Cash dividends                                   (14)              (14)
    Net financing cash flows provided
     by discontinued operations                        1                 -
  CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES  (246)               59

  IMPACT OF CURRENCY ON CASH                           2                 4

  CHANGE IN CASH AND CASH EQUIVALENTS                 49               (33)
  CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                               187               132
  CASH AND CASH EQUIVALENTS AT END OF PERIOD        $236               $99

Note: Amounts for the six months ended March 31, 2005 have been restated for discontinued operations.

                              ARVINMERITOR, INC.
               SELECTED FINANCIAL INFORMATION - RECONCILIATION
                                   Non-GAAP
              (Unaudited, in millions, except per share amounts)

                                 Reported        Debt
                                 03/31/06    Restructuring    Extinguishment

  Sales                            $2,314         $-               $-

  Gross margin                        172          -                -

  Operating income                     50         17                -

  Income before income taxes           14         17                9

  Income from continuing operations    31         10                6

  DILUTED EARNINGS (LOSS) PER SHARE
    Continuing operations           $0.44      $0.14            $0.09

  Diluted shares outstanding         69.9       69.9             69.9

  Operating income (loss)
    Light Vehicle Systems             $(8)       $16               $-
    Commercial Vehicle Systems         62          1                -
      Segment operating income         54         17                -
    Unallocated corporate costs        (4)         -                -
      Total operating income          $50        $17               $-

                                 Settlement                    Before
                                   Of Tax                   Special Items
                                   Audits     Taxes, other     03/31/06

  Sales                                $-         $-           $2,314

  Gross margin                          -          -              172

  Operating income                      -          -               67

  Income before income taxes            -          -               40

  Income from continuing operations   (23)         4               28

  DILUTED EARNINGS (LOSS) PER SHARE
    Continuing operations          $(0.33)     $0.06            $0.40

  Diluted shares outstanding         69.9       69.9             69.9

  Operating income (loss)
    Light Vehicle Systems              $-         $-               $8
    Commercial Vehicle Systems          -          -               63
      Segment operating income          -          -               71
    Unallocated corporate costs         -          -               (4)
      Total operating income           $-         $-              $67

                              ARVINMERITOR, INC.
                             NET DEBT COMPOSITION
                                   Non-GAAP
                           (Unaudited, in millions)

                               March   December   September   June    March
                                31,     31,        30,         30,     31,
                               2006    2005       2005        2005    2005

   Total debt                $1,357  $1,537     $1,582      $1,512  $1,544
   Fair value adjustment
    of notes                     (7)    (14)       (17)        (27)    (21)
   Off-balance sheet
    receivable securitization    42       -          -         156      65
   Receivable factoring          23      60         23          23      15
      Subtotal                1,415   1,583      1,588       1,664   1,603
   Less: cash                  (236)   (302)      (187)       (180)    (99)
       Net debt              $1,179  $1,281     $1,401      $1,484  $1,504