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Arvin Reports Record First Quarter

18 April 2000

Arvin Reports Record First Quarter; Seventeenth Consecutive Quarter-Over-Quarter Increase in E.p.S.; Revenues Increase over 15%

    COLUMBUS, Ind.--April 17, 2000--Arvin Industries, Inc. (NYSE:ARV), today reported record financial results for the first quarter ended April 2, 2000.
    Net earnings for the 2000 first quarter, before the Cumulative Effect of Accounting Change, increased to $19.6 million, or $0.80 per share, from $17.3 million or $0.71 per share, before one-time items, in the year-ago period. This represents an increase of over 13 percent.
    Revenues for the first quarter of 2000 increased 16 percent to $858.2 million, from $738.4 million a year ago.
    V. William Hunt, Chairman, President and Chief Executive officer said, "Arvin's first quarter revenue gains underscore the strength of our products and evidence the steady growth in our underlying earnings power. Arvin's Original Equipment (OE) segment generated revenue gains in excess of industry volumes. OE results continue to benefit from participation in important new product program additions in all major markets and both exhaust and ride control product lines. OE operating income advanced by over 40 percent with margins expanding from 5.2 percent to 6.3 percent. We are gratified that the Arvin Total Quality Production System (ATQPS) and Value Chain Management (VCM) programs are contributing to margin expansion.
    "Replacement segment sales rose over 17 percent from $202.8 million to $238.0 million. Excluding Purolator January and February 2000 sales from the quarterly results to allow for comparability to 1999, replacement sales are down approximately 8 percent. Replacement operating profits declined by 33 percent overall and 56 percent excluding Purolator on the same basis as above. The weakness in the replacement market that began in the second half of 1999 continued in the first quarter of 2000. Though industry conditions remain weak, Purolator has contributed significantly to performance in an otherwise down market. While markets appear to be improving, it is still too early to declare an end to the market softness. We believe we are well-positioned to capitalize on any improvement in the market through our geographic balance and industry-leading, consumer and private label brand strategy," Hunt explained.
    "Arvin's operating income in the OE business more than offset the weakness in the replacement markets. Our balanced product portfolio served us well by allowing strong OE profits to offset the decline in replacement profit leading to another record quarter. Looking forward," Hunt stated, "Our first quarter results fully support our belief that 2000 will be another record year for Arvin and we look forward with great enthusiasm to our fourth consecutive record year for sales and earnings."
    "Combined with our outlook for a record financial performance in 2000, our planned merger with Meritor creates a formidable transportation equipment company with over $7.5 billion in revenues and leadership positions in each of its businesses. The combination greatly accelerates us in our business plan and opens up substantial new growth opportunities. Arvin and Meritor will have substantial systems, modules and components capabilities with leadership positions in its businesses. The two companies have similar management philosophies and complementary product lines which will enable us to work together to enhance growth through the creation of new systems, modules and components. At the same time, the merger creates significant cost synergies, Hunt concluded."
    All per share amounts are reported on a diluted common share basis. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) is not a measure of cash flow, operating results, or liquidity, as determined by generally accepted accounting principles. EBITDA is included because management believes that certain investors may find it to be a useful tool for analyzing operating performance, leverage and liquidity. Our EBITDA amounts may not be comparable to EBITDA as reported by or for other companies because we may not calculate EBITDA on the same basis as other companies.
    Certain information and statements included or implied are forward-looking and involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These forward-looking statements are identified by their use of terms and phrases such as "appear," "expected," "expect," "should," "plans," "estimated earnings," "confident," "anticipate," "temporarily," "will," "belief," and "believe." Information about potential factors identified by the Company, which would affect the actual financial results, are included in the Company's Form 10-K, filed March 4, 1999, with the SEC.
    Arvin and Meritor plan to file a joint proxy statement/prospectus and other relevant documents concerning the Merger with the Securities and Exchange Commission (the "Commission"). We urge investors and security holders to read the joint proxy statement/prospectus and any other relevant documents to be filed with the Commission because they will contain important information. Investors and security holders will be able to obtain free copies of these documents at the Commission's website at www.sec.gov. In addition, documents filed with the Commission by Arvin will be available free of charge from Arvin at Arvin's website at www.arvin.com or by contacting Ronald R. Snyder, Arvin Industries, Inc., One Noblitt Plaza, Columbus, Indiana, 47202; telephone (812) 379-3982. Documents filed with the Commission by Meritor will be available free of charge from Meritor at Meritor's website at www.meritorauto.com or by contacting Bonnie Wilkinson, Meritor Automotive, Inc., 2135 W. Maple Road, Troy, Michigan, 48084; telephone (248) 435-0762.
    Arvin, Meritor and their respective officers and directors may be deemed to be participants in the solicitation of proxies from their shareholders with respect to the transactions contemplated by the Merger Agreement. Information concerning the participants in the solicitation will be set forth in the joint proxy statement/prospectus when it is filed with the Commission.
    Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and 6 technical centers located in 22 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel and RydeFX shock absorbers; Purolator filters; and StrongArm gas charged lift supports.
    For more information on Arvin Industries via the Internet, visit our Corporate Home Page at http://www.arvin.com or our Corporate News on the Net site at http://www.businesswire.com/cnn/arv.shtml. For information via fax, please call our News On Demand service at 888-622-1161.



                        Arvin Industries, Inc.
                  Consolidated Results of Operations
            (Dollars in millions, except per share amounts)
                               Unaudited

                                        Three Months Ended
                              ---------------------------------------
                               April 2,
                                2000              April 4, 1999
                              --------   ----------------------------
                                 As       As         One-time    Pro-
                              Reported Reported (1)  Items (2)  forma
                              -------- ------------  ---------  -----
Net Sales:
Automotive Original Equipment $  574.9   $  495.7   $      -  $ 495.7
Automotive Replacement           238.0      202.8          -    202.8
Other                             45.3       39.9          -     39.9
                                  ----       ----        ---     ----
Net Sales                     $  858.2   $  738.4   $      -  $ 738.4
                              --------   --------   --------- -------
                              --------   --------   --------- -------

Operating Income:
Automotive Original Equipment $   36.4   $   30.0   $   (4.1) $  25.9
Automotive Replacement            11.5       14.0        3.2     17.2
Other                              1.9        1.9         .4      2.3
                                   ---        ---         --      ---
Operating Income              $   49.8   $   45.9   $    (.5) $  45.4
                              --------   --------   --------- -------
                              --------   --------   --------- -------
Net Sales                     $  858.2   $  738.4   $      -  $ 738.4
Costs and Expenses:
 Cost of goods sold              758.3      648.3          -    648.3
 Selling, operating general and
     administrative               49.6       46.7          -     46.7
 Corporate general and
     administrative                6.9        8.3          -      8.3
 Interest expense                 14.1       10.5          -     10.5
 Other expense, net                3.8        2.7         .2      2.9
                                 -----      -----      -----    -----
                                 832.7      716.5         .2    716.7
                              --------   --------   --------- -------
                              --------   --------   --------- -------

Earnings Before Income Taxes      25.5       21.9        (.2)    21.7
 Income taxes                     (9.0)      (6.8)       (.9)    (7.7)
 Minority share of loss            1.0         .4          -       .4
 Equity income of affiliates       2.1        2.9          -      2.9
                                   ---        ---        ---      ---
Earnings before Cumulative Effect
of Accounting Change              19.6       18.4  $    (1.1) $  17.3

Cumulative effect of accounting
change, net of income tax
benefits                          (2.0)       (.5)        .5        -
                                  ----        ----       ----     ---
Net Earnings                  $   17.6   $   17.9   $    (.6) $  17.3
                              --------   --------   --------- -------
                              --------   --------   --------- -------

Earnings Per Common Share
  Basic:
   Before cumulative effect
     of accounting change     $    .80   $    .76   $   (.04) $   .72
   Cumulative effect of
     accounting change            (.08)      (.02)       .02        -
                                  ----       ----        ---      ---
     Total Basic              $    .72   $    .74   $   (.02) $   .72
                              --------   --------   --------- -------
                              --------   --------   --------- -------

  Diluted:
   Before cumulative effect
     of accounting change     $    .80   $    .75   $   (.04) $   .71
   Cumulative effect of
     accounting change            (.08)      (.02)       .02        -
                                  ----       ----        ---      ---
     Total Diluted            $    .72   $    .73   $   (.02) $   .71
                              --------   --------   --------- -------
                              --------   --------   --------- -------

Average Common Shares Outstanding (000's)
  Basic                         24,304     24,151              24,151
  Diluted                       24,383     24,464              24,464

Dividends Declared per
  Common Share                $    .22   $    .21             $   .21

EBITDA                        $   73.3   $   63.2        (.2) $  63.0

(1) Certain amounts have been reclassed to conform with current year
 presentation.
(2) One-time items for Q1-99: early retirement expense, gain on sale
 of Gabriel Mexico, and accounting change for start-up costs.



                        Arvin Industries, Inc.
             Consolidated Statement of Financial Condition
           (Dollars in millions, except per share amounts)
                               Unaudited

                                                As of           As of
Assets                                         4/2/00          1/2/00
------                                         ------          ------
Current Assets:
  Cash and cash equivalents              $       26.3    $       19.8
  Receivables, net of allowances                533.5           441.1
  Inventories                                   219.9           224.2
  Other current assets                          126.0           125.2
                                                -----           -----
    Total current assets                        905.7           810.3
                                                -----           -----

Non-Current Assets:
  Property, plant and equipment               1,444.0         1,443.7
    Less: Accumulated depreciation              763.2           748.2
                                                -----           -----
                                                680.8           695.5
  Goodwill, net                                 273.3           270.4
  Investment in affiliates                      154.5           156.0
  Other assets                                   70.2            67.8
                                                 ----            ----
     Total non-current assets                 1,178.8         1,189.7
                                              -------         -------
                                         $    2,084.5    $    2,000.0
                                         ------------    ------------
                                         ------------    ------------


Liabilities and Shareholders' Equity
------------------------------------
Current Liabilities:
  Short-term debt                        $      301.2    $      126.1
  Accounts payable                              439.8           414.2
  Employee related costs                         63.6            65.5
  Accrued expenses                               80.6           106.8
                                                 ----           -----
    Total current liabilities                   885.2           712.6
                                                -----           -----

Long-term debt                                  324.0           411.6
Long-term employee benefits                      82.9            81.6
Other long-term liabilities                      62.4            60.2
Minority interest                                49.4            50.6
Capital securities                               89.1            89.1
Shareholders' Equity:
  Common shares ($2.50 par value)                72.1            68.8
  Capital in excess of par value                305.5           307.4
  Retained earnings                             417.0           404.7
  Cumulative translation adjustment            (103.9)          (89.6)
  Employee stock benefit trust                  (57.2)          (58.5)
  Common shares held in
     treasury (at cost)                         (42.0)          (38.5)
                                                -----           -----
    Total shareholders' equity                  591.5           594.3
                                                -----           -----

                                          $   2,084.5    $    2,000.0
                                         ------------    ------------
                                         ------------    ------------


                        Arvin Industries, Inc.
                 Consolidated Statement of Cash Flows
                         (Dollars in millions)
                               Unaudited

                                                   Three Months Ended
                                                   ------------------
                                                   April 2,   April 4,
                                                     2000     1999 (1)
                                                     ----     --------
Operating Activities:
 Net earnings                                     $  17.6   $    17.9
 Adjustments to reconcile net earnings to
  net cash used for operating activities:
   Depreciation                                      28.3        25.8
   Amortization                                       2.3         1.7
   Minority interest                                 (1.0)        (.4)
   Gain on sale of investment                           -        (7.3)
   Change in deferred income tax benefit, net        (1.2)        (.6)
   Other                                              6.7         1.3
     Changes in operating assets and liabilities:
     Receivables                                    (99.4)      (89.2)
     Inventories and other current assets             2.8       (17.0)
     Accounts payable and other accrued expenses      2.4       (14.4)
     Income taxes payable                              .2          .9
                                                       --          --
         Net Cash Used for Operating Activities     (41.3)      (81.3)
                                                    -----       -----

Investing Activities:
   Purchase of property, plant and equipment, net   (21.9)      (23.4)
   Proceeds from sale of investment                     -        12.4
   Investments in affiliates                         (1.6)       (2.1)
   Business acquisitions, net of cash acquired       (7.4)     (267.0)
   Other                                               .1         4.8
                                                     ----         ---
         Net Cash Used for Investing Activities     (30.8)     (275.3)
                                                    -----      ------

Financing Activities:
   Change in short-term debt, net                    91.4       134.7
   Proceeds from long-term financings                  .4       152.5
   Principal payments on long-term financings        (3.3)       (2.0)
   Dividends paid                                    (5.3)       (5.1)
   Stock repurchase                                  (3.5)          -
   Other                                              (.8)        (.6)
                                                      ---         ---
         Net Cash Provided by Financing Activities   78.9       279.5
                                                     ----       -----

Cash and Cash Equivalents:
   Effect of exchange rate changes on cash            (.3)       (1.1)
                                                      ---        ----
   Net increase/(decrease)                            6.5       (78.2)
   Beginning of the year                             19.8       107.0
                                                     ----       -----
         End of the period                        $  26.3   $    28.8
                                                 --------   ---------
                                                 --------   ---------


(1) Certain amounts have been reclassified to conform with
current year presentation.