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1 JPMorgan Harbour Conference August 13, 2008 Chip McClure Chairman, CEO and President Jay Craig Senior Vice President and CFO

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Page 1: arvinmeritor ARM_JPM_Harbour_Conference_081308

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JPMorgan Harbour Conference

August 13, 2008

Chip McClureChairman, CEO and President

Jay CraigSenior Vice President and CFO

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Forward-Looking StatementsThis 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 planned spin-off of ArvinMeritor’s LVS business, including the timing and certainty of completion of the transition. 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; 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 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; 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; 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 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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Agenda

• Creating value through constant focus

– Geographic and customer balance

– Category leadership

– Business structure transformation

• Growing most profitable sub-segments

• Controlling cost with excellent execution

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CVS Business Portfolio2007 Sales

North America

54%Europe28%

South America

6%Asia Pacific11%

GM

Fiat/Iveco

BAE

Hino

XCMG

Tata

Ashok Leyland

VW

PACCAR

Volvo Group

Daimler Trucks

ITE

Geographic Mix Customer Mix

Aftermarket, Trailers and

Other

$4.2 Billion

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CVS Leadership Positions (including JVs)

CategoryNorth

America Europe Other Regions

Independent truck drive axle supplier #1 #1 #1 in South

America, India

Trailer axle supplier #1 #1 in South America

Truck brake remanufacturer #1

Truck air brake supplier #1 #2

Truck driveline supplier #2

Independent off-highway axle supplier #1 in China

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North America

38%

South America

10%

Europe46%

Asia Pacific6%

VW25%

Chrysler13%

Ford10%GM

7%

PSA7%

Renault8%

Hyundai5%

Nissan2%

Aftermkt9%

Fiat2% Other

5%BMW3%

Toyota2% Honda

2%

LVS Business Portfolio2007 Value-Added Sales

Geographic Mix Customer Mix

Body Systems

60%

Chassis Systems

40%

Only 20% of sales are to the Detroit 3 in North America

Segment Mix

Ford GM Chrysler TotalNorth America 4.1% 2.9% 12.6% 19.5%South America 0.0 2.9 0.2 3.0Europe 2.7 1.5 0.0 4.2Asia Pacific 2.7 0.0 0.0 2.7

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LVS Top European Platforms by Segment

A B C D E

1

23

45 67

8910

VW Golf, Touran

VW Polo, Seat IbizaPeugeot 307/308

Ford FocusRenault Clio, Twingo, Logan

Renault Megane, ScenicPeugeot 206/207

BMW MiniAudi Q7VW Passat, Tiguan

Arv

inM

erit

or 2

00

8 S

ales

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LVS Leadership Positions (including JVs)

Category North America Europe Other Regions

Latch supplier #2 #1 in China

Window regulator supplier #2

Sunroof supplier #2

Steel wheels supplier #2 #1 in South America

Torsion bar supplier #1

Window motor supplier #2

Stabilizer bar supplier #2

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Creating Value Through Transformation

• Roll Coater divestiture

• LVA divestitures

• Balance sheet restructuring

– Pay-down and re-timing

• Emissions Technologies divestiture

• Performance Plus profit improvement program

• Spinoff of Light Vehicle Systems

Optimizing structure for greatest shareholder value

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Spinoff Key Timing Gates

Regulatory

Financial

Filed Form 10

Filed First Amendment

Met Q3 milestonesAnnounced

May 6Complete

Spinoff

Engaged Financial

Institutions

Business

• Tax Rulings

• Form 10 Effective-ness

Secure financing

Continue to meet

milestones

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LVS/Arvin Innovation Investment Thesis• Global supplier with $2.1 billion of value-added sales

– Specialized in Body and Chassis Systems

– Over 60% of revenue derived outside North America

• Diverse and robust business portfolio

• Global manufacturing with an expanding LCCC footprint

• Great brands and business building blocks

• Strong book of business benefiting from emerging market growth

• Experienced and respected management team

• Margin expansion from an improving cost structure

Positioned to win in the global automotive industry

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Agenda

• Creating value through constant focus

• Growing most profitable sub-segments

– Great products feed specialized channels

– Remanufacturing strategy

– Specialty

– Product development

• Controlling cost with excellent execution

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OEM Capabilities Feed Specialized Channels

OEM Supply Off-Highway

Military

Other Specialty

Aftermarket

Capability

Reputation

Relationships

Products

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CVA Cradle-to-Grave Coverage

• Offer all–makes products to extend addressable markets

• Create price point products to address vehicle life cycle

• Geographic expansion

• Offer more than just a part and a price

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Trucktechnic Acquisition

Continuing Growth in Remanufacturing

• A major remanufacturer and distributor of commercial vehicle disc brakes and air system components, based in Liege, Belgium

• Expands the product breadth and market depth of ArvinMeritor’s existing European aftermarket portfolio

• Provides complementary geographical footprint, capability, capacity and brand

• Continues execution of ArvinMeritor strategy to grow aggressively in the most profitable business units

Other Remanufacturing

• Integration pace and synergies with Mascot exceeding expectations

• Launched licensed remanufacturing of Allison transmissions

• Won major awards to provide remanufactured transmissions and axle carriers to Navistar Parts and to PACCAR’s dealers in Canada

2008 ChangesNorth

America Europe

Brakes Strengthened

Drivelines Added

Drivetrain Expanded

Trailer Axles Added

Additional Product Evaluate Evaluate

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Continued Focus on Specialty

FY 2009 Compared to FY 2008 Better/Worse

MRAP vehicle production for U.S. --

MRAP vehicle production for partners +

MRAP service parts +

China off-highway (primarily construction) +

Other off-highway TBD

Other medium tactical vehicles +

Other specialty vehicles in North America 0 / -

0Total year-over-year change

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Product Development Focus on Fuel EconomyUnicell QuicksiderBattery-Electric Pickup and delivery vehicle

Wal-Mart Hybrid EVClass-8 Hybrid Diesel/Electric

Meritor Tire Inflation SystemDelivers higher fuel

economy by constantly maintaining proper tire

air pressure

Long Fiber Injection

Panoramic RoofLightweight plastic

reduces vehicle weight by 10 lbs.

HIP ModuleHighly-integrated plastic door module reduces weight by 30%

Low Energy Release Latch

Contains up to 50% fewer parts, saving 5-7 lbs. per vehicle

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Agenda

• Creating value through constant focus

• Growing most profitable sub-segments

• Controlling cost with excellent execution

– Performance Plus

– Operational improvement in CVS

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Announcing Wave 2 Performance Plus Effort to Increase Confidence in 2009 Savings Target

020406080

100120140160180200220240

Oct Nov Dec Jan Feb Mar Apr May Jun Jul SeptAug

Risk Adjustment

Annualized EBITDA Impact from Cost Saving Actions$ Millions

Oct

$115 M

$197MDecember Implementation Plan

$232MTeam Targets

Ideas that will save $135 million per year (gross) were implemented by

06/30/08

Period savings for the third fiscal quarter

were $28 million

Period SavingsQ1 $12Q2 18Q3 28Q4Less Risks

Full Yr. $75

• Performance Plus cost reductions expected to fully achieve 2008 target of $75 million savings net of material cost increases

• Strong implementation momentum late in the year positions the company well as full-year benefits accrue to 2009 compared to partial-year in 2008

• To increase confidence in achieving 2009 target in difficult material cost environment, we are launching a second wave of Performance Plus resources to accelerate idea generation and increase focus in Europe

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Managing Steel Cost Risk

Manage Supply

Arrangements

Implement Appropriate Surcharges

Timing Differ-ences?

End

Incremental Cost

Reductions

No

Yes

• In fiscal Q3, raw material cost increases net of related pricingreduced pre-tax profits by $9 million

• Some of the increase related to commodities other than steel

• Cost reductions exceeded commitment levels, allowing us to offset the shortfall in recovery

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CVS Margins Progression Driven by ExecutionEBITDA Margin Before Special Items(1)

3%

4%

5%

6%

7%

8%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q420

40

60

80

100

Production

2007 2008

EBITDA Margin

EBIT

DA

Mar

gin

Pro

duct

ion

(0

00

)

(1) See Appendix – “Non-GAAP Financial Information.” 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. EBITDA margin equals EBITDA divided by sales.

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ArvinMeritor LeverageMillions except ratio

March 31, 2008

June 30, 2008 Comments

$1,299

318

4.1x

Trailing Twelve Months EBITDA Before Special Items(1)

360

Expected to be reduced after cash payment from Arvin Innovation

Improving trend

Stated intention to maintain at 4.1x or lower

Debt $1,292

Debt-to-EBITDA Ratio 3.6x

Debt Reduction Opportunities:• On balance sheet securitization ($118 million)• February 2009 debt maturity ($77 million)

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

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Appendix

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Commercial Vehicle Customers Light Vehicle CustomersVolkswagen

7%Chrysler

6%

Ford 2%

Asian Based OEMs 5%

Volvo16%

Other LVS12%

Other CVS18%

Fiat 3%

Asian Based OEMs 7%

Ford 1%

Volkswagen 2%General Motors 2%

PACCAR 3%

International 4%

Daimler 9%

Customer Base2007 Sales

General Motors 1%PSA 2%

65% Commercial

Vehicle

35% Light

Vehicle

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North America Class 8 Truck Net New Orders

0

10,000

20,000

30,000

40,000

50,000

60,000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006

2007

Source: ACT Research

July (preliminary) was the first YOY decline in 10 months

Net

new

ord

ers

per

mon

th

2008

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U.S. Freight Tonnage Seasonally adjusted monthly index, 2000 = 100.0

100

105

110

115

120

125 3 MMA Monthly 10-Year Trend

Jan2006

Apr 2006

Jul 2006

Oct 2006

Jan 2007

Apr2007

June reading was the largest year-over-year gain since 2005Source: ATA

Jul2007

Oct2007

Jan 2008

Apr 2008

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North America Class 8 Production

89

71

42 44 43 4650

5257

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FY2009

FY2007 = 246K vehicles

FY2008 = 185K - 195K vehicles

CY2007 = 200K vehicles

CY2008 = 195K - 205K vehicles

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Europe Medium and Heavy Truck Production

124134

123

99

145154 152

115

140

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 CY 2009

530-550

FY2007 = 480K vehicles

FY2008 = 560K - 570K vehicles

CY2007 = 501K vehicles

CY2008 = 550K - 560K vehicles

• Raised 2008 CY forecast by 5% last quarter reflecting breaking bottlenecks in the industry, then took it back down this quarter reflecting less robust demand growth (+11% YOY)

• Now project 2009 CY 3% lower than this year’s record level (midpoint to midpoint)

• This magnitude of slowing will relieve high-volume premium costs and allow us to refocus capital expenditures on efficiency and flexibility initiatives

Previous forecast of 580-590

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$200

$300$276

$34

$253

$77

$6

Secured Revolver

$0

$100

$200

$300

$400

$500

$600

$700

2007 2008 2009 2010 2011 2012 2013 2014 2015 2026 2027

Fiscal Year

Convertible

Defeased

Limited Term Debt RefinancingMillions as of June 30, 2008

($666 million

available)

Letters of credit

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Use of Non-GAAP Financial InformationIn 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 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.

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Non-GAAP Financial InformationEBITDA Reconciliation – FY08 Quarters

(in millions) Quarter Ended Quarter Ended Quarter Ended December 31, 2007 March 31, 2008 June 30, 2008

Total EBITDA - Before Special Items $ 82 $ 104 $ 121 Restructuring Costs (10) (5) (4)Rising Sun Costs - - (6)Loss on Sale of Receivables (4) (5) (6) Depreciation and Amortization (32) (36) (38) Interest Expense, Net (27) (20) (19) Benefit (Provision) for Income Taxes (10) (14) 3

Income (Loss) From Continuing Operations (1)$ 24$ 51$

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Non-GAAP Financial InformationEBITDA Reconciliation – FY07 Quarters

(in millions) Quarter Ended Quarter Ended Quarter Ended Quarter Ended December 31, 2006 March 31, 2007 June 30, 2007 September 30, 2007

Total EBITDA - Before Special Items 72 77 85 49 Restructuring Costs - (37) (24) (10)Fair Value Adjustment - 10 - - Impact of Work Stoppages (2) 6 (2) (14) Loss on Sale of Receivables (2) (1) (3) (3) Depreciation and Amortization (30) (34) (32) (33) Interest Expense, Net (27) (34) (27) (22) Benefit (Provision) for Income Taxes (1) - (1) 10

Income (Loss) From Continuing Operations 10$ (13)$ (4)$ (23)$