Arvin Industries Inc (ARV) NYSE - Corporate Window

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.

Return to headlines

Declares Cash Dividend

COLUMBUS, Ind., April 11, 2000 -- The Board of Directors of Arvin Industries, Inc. (NYSE:ARV), on April 10, 2000, declared a quarterly cash dividend in the amount of 22 cents per common share, payable June 30, 2000, to shareholders of record as of the close of business on June 2, 2000.

This is the seventy-sixth year in which cash dividends have been paid on Arvin common stock.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight 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 replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

To Merge With Leading Global Automotive Supplier

COLUMBUS, Ind. and TROY, Mich., April 6, 2000 -- Arvin Industries, Inc. (NYSE:ARV) and Meritor Automotive, Inc. (NYSE:MRA) announced today that the two companies have entered into a definitive agreement to combine their businesses in a strategic merger of equals. The transaction will create a premier global supplier of a broad range of integrated systems, modules and components for light vehicle, commercial truck, trailer and specialty original equipment manufacturers (OEMs) and related aftermarkets.

The new company, to be called ArvinMeritor, Inc., will have combined revenues of $7.5 billion. It will be incorporated in Indiana and will have its corporate headquarters in Troy, Mich. All its operating units will remain at their current locations. The merger brings together two strong companies, which by combining their financial and strategic strengths, complementary products and businesses, technology and brand leadership, world-class operations, management talent, and dedicated workforces, will strengthen their ability to better serve their customers, add value for shareholders, and take advantage of global market opportunities.

The combined product portfolio and technological expertise of the two companies will support their goal of becoming a global provider of integrated solutions for light and heavy vehicle undercarriage, drivetrain, exhaust and aperture modules, and systems. The combination will also expand their light and heavy vehicle systems product range and strengthen their presence in the worldwide motor vehicle aftermarket.

Under the terms of the agreement, which has been approved by both boards of directors, Arvin shareholders will receive 1.00 share of ArvinMeritor common stock plus $2.00 of cash consideration for each share of Arvin common stock. Meritor shareholders will receive 0.75 shares of ArvinMeritor common stock for each share of Meritor common stock. Meritor shareholders will own approximately 65.8 percent and Arvin shareholders will own approximately 34.2 percent of the combined company's shares.

ArvinMeritor expects to pay a quarterly cash dividend of $.22 per share which is consistent with the current Arvin policy and reflects an increase to the current Meritor policy. Except for cash received, the transaction will be tax free to the shareholders of both companies, and the transaction will be accounted for using the purchase method. The new company's fiscal year will end September 30.

Larry Yost, 62, chairman and CEO of Meritor, will be the new company's chairman and CEO, and Bill Hunt, 55, chairman and CEO of Arvin, will serve as the new company's vice chairman and president. Together, they will comprise the Office of the Chairman, which will directly oversee the company's corporate staff functions, as well as the operations of its six business groups, which include heavy vehicle systems, light vehicle systems, exhaust systems, light vehicle aftermarket, heavy vehicle aftermarket and coil coating.

The board of directors of the new company will be comprised of nine members from the current Meritor board and nine members from the current Arvin board, plus one new independent director agreed upon by the parties. The respective boards have a plan pursuant to which Bill Hunt will succeed Larry Yost as chairman and CEO upon Yost's retirement from these positions.

"The new company represents a perfect fit between two outstanding enterprises and management teams," said Larry Yost, chairman and CEO of Meritor. "Each enterprise has an excellent track record of growing earnings and major accomplishments over the past few years. This merger of equals allows all shareholders to benefit from the opportunities created by sharing Arvin's and Meritor's strong leadership teams and operational best practices. This type of transaction enables us to not only preserve the current strengths of both companies, but also to leverage those complementary strengths to our advantage, as we strive to improve shareholder value and provide superior products and better service to our customers in the future."

Bill Hunt, chairman and CEO of Arvin said, "We share a common vision and culture, and there are many similarities in the way we have individually driven our businesses in the pursuit of continuous improvement and greater shareholder value. We are confident that together -- on a combined platform of total annual revenues of $7.5 billion and operating cash flow of more than $400 million -- we will deliver outstanding value to our shareholders, customers, employees and the communities in which we operate. We will achieve our objectives through accelerated top-line growth derived from product innovation, a focus on customer service, and the quick realization of sales and cost-reduction synergies. Larry and I will be working together to ensure that we realize the huge potential of our combined businesses.

"We have established aggressive financial goals for ArvinMeritor, and are confident in our ability to meet them," Hunt continued. "Our long-term financial goals are to grow sales organically by 10 percent and earnings per share by 15 to 18 percent annually. We also are committed to managing ArvinMeritor as a strong investment grade company, with an intense emphasis on cash. We expect the merger to be accretive to net income in the first year with aggregate pre-tax cost savings of approximately $50 million in fiscal 2001 and $100 million by fiscal 2003."

Yost said, "As soon as all required approvals have been received and the transaction closes, the new company's combined workforce of 36,500 -- in 25 countries and 121 manufacturing locations -- will begin to collectively solidify outstanding customer relationships. We will continue to support our customers globally, with differentiated products and services, innovative solutions and leading-edge technologies.

"Both companies have proven track records of successfully integrating acquisitions," Yost said. "To build on these positive experiences, we have established a joint team to plan and execute the post closing integration of our two companies. The team will meet weekly with the Office of the Chairman to review the progress of the integration, which we expect will be complete within a year after closing. The integration team will focus on adopting best practices from each company, such as the Arvin Total Quality Production System (ATQPS) and Meritor's strategic envisioning process and lean manufacturing initiatives. This will ensure success in achieving synergies, resulting margin expansion and continuous improvement of every process within ArvinMeritor."

The merger is subject to shareholder and regulatory approvals.

In addition to Bill Hunt and Larry Yost, other corporate officers of ArvinMeritor will be:

Staff Functions:

-- Vernon G. Baker II, senior vice president, general counsel and secretary

-- Larry D. Blair, senior vice president, administration

-- Gary L. Collins, senior vice president, human resources

-- Lin M. Cummins, senior vice president, communications

-- Juan L. De La Riva, senior vice president, corporate development and strategy

-- Thomas A. Madden, senior vice president and chief financial officer

-- William M. Lowe, vice president and controller

-- A. R. Sales, vice president and treasurer

-- Diane M. Stelfox, vice president, corporate development

Operating Groups:

-- William K. Daniel, senior vice president and president, Light Vehicle Systems, Aftermarket Products

-- Donald E. Ebert, senior vice president and president, Roll Coater, Inc.

-- Thomas A. Gosnell, senior vice president and president, Heavy Vehicle Systems Aftermarket Products

-- Prakash R. Mulchandani, senior vice president and president, Heavy Vehicle Systems

-- Terry E. O'Rourke, senior vice president and president, Light Vehicle Systems

-- Carl C. Soderstrom, senior vice president, Engineering, Quality and Procurement

-- Wesley B. Vance, senior vice president and president, Exhaust Systems

In connection with the transaction, each company granted the other an option on up to 19.9% of its outstanding shares exercisable in certain circumstances.

Warburg Dillon Read and Merrill Lynch Pierce Fenner & Smith, Inc. have acted as primary financial advisors and have issued fairness opinions to Meritor and Arvin, respectively, in connection with this merger. In addition, Bear Stearns and Lehman Brothers have acted as financial co-advisors to Meritor and Arvin, respectively.

Arvin Industries, Inc., with 1999 sales of $3.1 billion, is a global manufacturer of automotive components with more than 60 manufacturing facilities and six 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. Their 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. Arvin Industries World Web Site Address: www.arvin.com

Meritor, with 1999 sales of $4.5 billion, is a global supplier of a broad range of components and systems for commercial, specialty and light vehicle OEMs and the aftermarket. Meritor consists of two businesses: Heavy Vehicle Systems, a leading supplier of complete drivetrain systems and components for medium- and heavy-duty trucks, trailers, and off-highway equipment and specialty vehicles, including military, bus and coach, and fire and rescue; and Light Vehicle Systems, a major supplier of roof, door, automotive body, access control and suspension systems, and wheel products for passenger cars, light trucks and sport utility vehicles. Meritor World Wide Web Site Address: www.meritorauto.com

This news release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed from time to time in Meritor's and Arvin's Securities and Exchange Commission filings. Such risks and uncertainties also include: materially adverse changes in economic conditions in the markets in which the companies operate; costs related to the merger; substantial delay in the expected closing of the merger; and the risk that Meritor's and Arvin's businesses will not be integrated successfully.

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 SECURITYHOLDERS 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 securityholders 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, Ind. 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, Mich. 48084; telephone (248) 435-0762.

INVESTORS AND SECURITYHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.

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 agreement and plan of reorganization. Information concerning the participants in the solicitation will be set forth in the joint proxy statement/prospectus when it is filed with the Commission.

Investors and interested parties can download a PowerPoint presentation prior to the call, by visiting Arvin's website (www.arvin.com) and clicking on Investor Center or by visiting Meritor's website (www.meritorauto.com) and clicking on Investor Relations.

Return to headlines

Acquires Majority Stake in Shanghai Joint Venture

COLUMBUS, Ind, February 14, 2000 -- Arvin Industries, Inc. (NYSE:ARV) a leading producer of automotive components, announced today that it has acquired a majority position in its Shanghai, China joint venture exhaust firm, Shanghai Hua Wen Exhaust Systems Company Limited, increasing its equity stake to 55% from 35%.

The additional shares were acquired from Arvin's joint venture partner, Xian Hua Group Company Limited.

The Shanghai operation supports two of Arvin's key global customers, General Motors and Volkswagen, by supplying parts to their local joint ventures, Shanghai General Motors and Shanghai Volkswagen.

"Arvin's increased commitment to the Chinese market continues following several years of ongoing development activity. We have positioned ourselves to support our original equipment customers across the world with Arvin products and technology," said Wesley B. Vance, President of Arvin Exhaust.

With the additional equity holding, Arvin will also introduce its state-of-the-art catalytic converter technology to the Shanghai operation in early 2000. With the addition of the converter product, Hua Wen will become a complete supplier of exhaust systems to its customers.

"Our global customers expect our continued support and commitment to their programs in China," said Mr. Vance. "This investment reaffirms Arvin's dedication to supporting our customers in China and our commitment to providing our most current technology to the Chinese market. With environmental regulations changing so quickly, we feel the increased investment and new technology will provide the Shanghai Hua Wen operation with a strategic advantage in the Chinese marketplace."

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 replacement 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.

Return to headlines

Declares Quarterly Cash Dividend

COLUMBUS, Ind., February 10, 2000 -- Arvin Industries, Inc. (NYSE:ARV) announced today that the company's Board of Directors has authorized two initiatives to further enhance shareholder value in light of recent depressed share price levels. Both programs are continuing evidence that the Board and management of Arvin are firmly committed to maximizing long-term shareholder value.

BOARD AUTHORIZES SHARE REPURCHASE PROGRAM

The Board of Directors authorized the purchase of up to 1 million shares of its common stock during 2000. Purchases will be made in the open market or in privately negotiated transactions, depending upon share price and other considerations.

V. William Hunt, Chairman, President and Chief Executive Officer of Arvin Industries, Inc., said, "This share repurchase program represents an important part of Arvin's plans to enhance shareholder value. At recent price levels, we believe that our stock presents a very attractive investment opportunity and that the parameters of the program are consistent with the company's financial targets and credit rating objectives."

ARVIN ADOPTS ECONOMIC PROFIT INITIATIVE

The Board also approved an enhanced management system based on Economic Profit (EP) designed to even more closely align company decisions and actions with long-term shareholder interests.

Bill Hunt said, "We're delighted with the Board's support of this new system. Investors require superior returns on the capital we manage. Utilizing EP as the primary measure of management performance is the best way to help all employees manage our assets effectively and deliver those superior returns. Our asset management record is outstanding due to the strong influence of the Arvin Total Quality Production System, which is based on achieving leanness throughout our operations and value chain. The use of EP will provide even greater discipline to our investment decision making and will be the primary driver of incentive pay."

Arvin's EP framework goes beyond the traditional measures of economic value. "We believe that implementation of true Economic Profit requires more than capital adjustments and a bonus program," said Hunt. "Employees must have an incentive to improve performance, the information necessary to make good decisions and the ability to influence positive change. The new executive incentive plan is the first step in an overall strategy to link all employees to the drivers of EP.

"The EP framework is a logical outgrowth of Arvin's highly successful Total Quality process. We've been aligning systems and training at all levels for many years," Hunt said. "We expect a smooth implementation of the EP system because we have in place measurement systems for financial and quality improvement. Using EP will allow us to make better business decisions -- where we employ capital and how we increase operating profit. It will provide an additional measure of financial discipline to both our capital spending and the execution of our growth strategy."

BOARD DECLARES CASH DIVIDEND

The Board also declared today a quarterly cash dividend of 22 cents per common share, payable March 31, 2000 to shareholders of record as of the close of business on March 3, 2000. This is the seventy-sixth consecutive year in which cash dividends have been paid on Arvin common stock.

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 replacement 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.

Return to headlines

Announces Richard A. Smith Retirement; CFO to be Succeeded by Larry D. Blair

COLUMBUS, Ind., February 8, 2000 -- Arvin Industries, Inc. (NYSE:ARV), today announced that Richard A. Smith, Vice President - Finance and Chief Financial Officer, plans to take early retirement effective later in the year 2000. He will also not stand for re-election to the Arvin Board of Directors at the April 11, 2000 shareholder meeting.

Smith joined Arvin in 1989 and has served in his current capacities since then. In announcing Rick's retirement, Bill Hunt, Arvin Chairman, President and Chief Executive, recognized Rick's significant contributions to the company, both as Chief Financial Officer and as a member of the Board of Directors. "We at Arvin applaud Rick for his commitment to our company and his strong professional efforts during a period when we more than doubled Arvin sales and earnings. We owe him, as we do so many of the others who have elected to take advantage of the retirement program, a debt of gratitude for his service. I wish Rick the best as he prepares for the future."

Smith observed, "I have completed most of what I set out to do when I joined Arvin, and now - while I'm still young enough to make contributions in other areas - is a great time for me to move on to different challenges."

Smith has agreed to assist his successor, Larry D. Blair, through an orderly transition period. Blair joined Arvin in 1968 and has progressed through finance, accounting and general management responsibilities of increasing importance, including Vice President, Finance - North American Automotive; President, Arvin Exhaust North America; and Co-President - Arvin Exhaust Worldwide.

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 replacement 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.

Return to headlines

Reports Record 1999 Fourth Quarter and Year-End Results

COLUMBUS, Ind., February 2, 2000

- Third Consecutive Year of Record Earnings -

- Sixteenth Consecutive Quarter over Quarter Increase in E.p.S. -

Arvin Industries, Inc. (NYSE:ARV), today reported record financial results for the fourth quarter and year ended January 2, 2000.

Net earnings for the 1999 fourth quarter, excluding one-time items, increased to $21.3 million, or $0.87 per share, from $20.4 million, or $0.83 per share, in the year-ago period. Fourth quarter net sales increased 13 percent to $778 million from $688 million a year ago.

For the year, net earnings before one-time items rose 18 percent to $91.1 million, or $3.72 per share, from $77.4 million, or $3.19 per share, in 1998. Net sales for 1999 increased 24 percent to $3.1 billion compared to $2.5 billion in the prior year, reflecting market volume gains and the benefit of acquisitions.

V. William Hunt, Chairman, President and Chief Executive Officer said, "For the year, Arvin's sales exceeded $3 billion for the first time in our 80 year history. Our results mark the sixteenth consecutive quarter over quarter increase in E.p.S. and our seventh consecutive record quarter for sales and earnings. In particular, we were pleased by the strong sales growth in our Original Equipment (OE) segment, up 17 percent for the year, which was driven by the record vehicle market demand in North America. There was softness in the second half of 1999 in the worldwide replacement market for exhaust and ride control at the manufacturer level, due to the unprecedented rate of consolidation at the wholesale and retail levels resulting in the consolidation of inventories and the closing of distribution centers by our customers.

"Operating margin excluding one-time items for 1999 was comparable to levels a year ago, evidencing that our strategy -- based on product, market and geographical balance -- and our operational excellence initiatives are serving us well. Continuously changing global market conditions ensure some fluctuations in our results by sector; however, we believe our current balance of business greatly enhances our ability to withstand the effects of a downturn in any one sector in the future, like that experienced in the replacement market in the second half of 1999.

"In spite of the overall downturn in the replacement market, our fourth quarter sales in this channel increased 33 percent to $221 million from a year ago, including the February, 1999 acquisition of Purolator. In 1999, Replacement sales were $937 million compared to $686 million in 1998, an increase of 37 percent. The successful integration of Purolator continues ahead of plan and we look forward to a full year of benefit in 2000 from this important initiative. The quarter also benefited significantly from increased sales to Midas under our exhaust pipe sourcing agreement completed in the third quarter of 1999," Hunt explained.

"Arvin Roll Coater's performance continues to improve as the integration of its recent acquisition of WorldSource is fully implemented. Sales for the year were up approximately 50 percent, while operating profits approximately doubled from a year ago.

"For the year 2000, our OE segment will benefit from several recently launched platforms which Arvin is a major Exhaust supplier for, including the new Ford Taurus/Sable; General Motors new Suburban/Tahoe and Monte Carlo; the new Peugeot Xsara Picasso and the new Renault Clio II. Our Replacement segment will benefit from the full year effect of the previously announced expanded agreement with Midas and as a supplier of exhaust, shocks and struts to CARQUEST which has grown significantly as a result of its acquisitions of Republic and APS.

"Looking ahead," Hunt added, "Arvin remains committed to achieving our previously announced growth targets. With respect to growth initiatives, Arvin plans to further leverage its product offerings to key wholesale and retail customers. Market gains and new or extended products will be our primary growth drivers. In addition, strategic acquisitions are expected to extend Arvin's presence in the auto-supply sector. We remain confident that Arvin will attain the previously stated revenue goal of $5 billion by 2003 and a corresponding doubling of net earnings from 1998 levels, as a result of internal growth and targeted acquisitions. While we anticipate that the current replacement market weakness in exhaust and ride control will continue in the initial months of this year, the market should strengthen as the year unfolds. While it may prove difficult to match the OE production levels attained in North America in 1999, any decline is expected to be moderate and manageable. Based on this market outlook, we believe the current analyst estimates of approximately $4.00 for 2000 E.p.S. are reasonable and anticipate a fourth consecutive record year for sales and earnings," Hunt concluded.

One-time items decreased the fourth quarter results by $0.02 per share. They consisted of a net $5.0 million gain for legal and environmental matters and a charge of $4.4 million for European OE realignment expenses. For the year 1999, one-time items also include a first quarter gain of $7.3 million on the sale of an investment and a $7.0 million charge for the cost of an early retirement program. For the year 1999, one-time items resulted in a net gain of $0.02 per share, compared to a net gain of $0.04 per share in 1998.

All per share amounts are reported on a diluted common share basis. 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 "expected," "expect," "should," "estimated earnings," "anticipate," "confident," "comfortable" and "believe." Information about potential factors identified by the Company, which would affect the actual financial results, is included in the Company's Form 10-K, filed March 4, 1999, with the SEC.

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 replacement 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.

Return to headlines

Raises Cash Dividend

COLUMBUS, Ind., October 12, 1999 -- The Board of Directors of Arvin Industries, Inc. (NYSE:ARV), today declared a quarterly cash dividend in the amount of 22 cents per common share, payable December 31, 1999, to shareholders of record as of the close of business on December 3, 1999.

This represents an approximate 5 percent increase from the previously paid cash dividend of 21 cents per common share.

This is the seventy-fifth consecutive year in which cash dividends have been paid on Arvin common stock.

Return to headlines

Expects Third Quarter 1999 to Meet Expectations

FRANKFURT, Germany, September 14, 1999 -- Arvin Industries, Inc. (NYSE:ARV), today stated to auto analysts that the company is comfortable that its third quarter earnings will meet analyst expectations.

Arvin's Chairman, President and Chief Executive Officer, V. William Hunt, told analysts attending a meeting hosted by Arvin in conjunction with Arvin's presence at the Frankfurt Auto Show, "Despite the overall weakness in the Replacement market, Arvin has experienced an overall market share gain, acquired new customers and continues to realize synergies with our recent acquisition of Purolator.

"Our strong Original Equipment performance is offsetting the weakness in the Replacement market, and I am most confident that Arvin will meet analyst expectations of $0.78 per share for the third quarter 1999.

"Our stated strategy is to double sales and earnings by the end of 2003 and to be a world leader in the automotive industry with strong Original Equipment and Replacement segments. This provides a proper balance that will serve our shareholders well over the longer term."

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel and Way Assauto shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Acquires Camloc Gas Springs

COLUMBUS, Ind., September 7, 1999 - Arvin Industries, Inc. (NYSE:ARV), announced today that it has acquired Camloc Gas Springs of Leicester, England, from Fairchild Corporation. A leading designer and manufacturer of an extensive range of custom gas springs, Camloc will be integrated into Arvin's gas spring operation - AVM, Inc., headquartered in Marion, South Carolina.

Terms of the agreement were not disclosed.

"With the integration of Camloc into our AVM business, Arvin is poised for further growth in the growing world marketplace for gas springs. With manufacturing and R&D capabilities in both the U.S. and Europe, we will be able to build an industrial and automotive original equipment customer base throughout Europe and the rest of the world," said V. William Hunt, Arvin's Chairman, President and Chief Executive Officer. "Technology is the heart of our growth strategy and this acquisition greatly enhances our gas spring technology base."

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Defers Sale of Income Equity Units

COLUMBUS, Ind., August 9, 1999 -- Arvin Industries, Inc. (NYSE:ARV), announced today that it would postpone its planned sale of 3,000,000 Arvin Income Equity Units. V. William Hunt, Arvin's Chairman, President and Chief Executive Officer, stated that Arvin has decided to defer the $150 million offering due to the recent decline in its stock price reflecting current adverse market conditions affecting the entire auto parts sector.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Offers 3,000,000 Income Equity Units

COLUMBUS, Ind., July 28, 1999 -- Arvin Industries, Inc. (NYSE:ARV), announced today that it is offering 3,000,000 Arvin Income Equity Units consisting of a share purchase contract issued by Arvin and a debenture also issued by Arvin. The share purchase contract will include the right to receive contract adjustment payments from Arvin and will obligate the holder to purchase from Arvin, in 2002, a number of Arvin common shares for a set price of $50. The number of common shares to be received on the settlement date will be based on the average price of such shares prior to the settlement date.

Each debenture will have a principal amount of $50, and the holder will pledge the debenture to secure the holder's obligation to purchase the common shares under the related share purchase contract. Contract payments will be made on the share purchase contracts at the same time interest is paid on the debentures.

The proceeds from the offering will be used to repay short-term debt incurred in the February 1999, acquisition of Purolator Products Company and for general corporate purposes. Lehman Brothers and Merrill Lynch are joint book running managers of the offering of the Arvin Income Equity Units with PaineWebber and Prudential Securities as co-managers.

For more information about the Arvin Income Equity Units, a preliminary prospectus may be obtained from: Arlene Salmonson, Lehman Brothers, Inc.,Three World Financial Center, New York, NY 10285, 212/526-6140.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, air, oil and fuel filters and gas-charged lift supports. Arvin's replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems, Gabriel shock absorbers, Purolator filters, and StrongArm gas-charged lift supports.

Return to headlines

Reports Best Quarter in Company History

COLUMBUS, Ind., July 19, 1999 -- Arvin Industries, Inc. (NYSE:ARV), today reported record sales and earnings for its fiscal second quarter of 1999. Sales were $839 million versus $643 million in the same quarter of 1998, an increase of 30 percent. Earnings were $32.4 million or $1.32 per share, versus $26.7 million, or $1.10 per share, before one-time items, in the same quarter of 1998. This is the best quarter in Arvin's 80-year history.

For the first six months of 1999, net earnings, before one-time items, increased to $49.7 million or $2.03 per share versus net earnings of $40.2 million or $1.67 per share in the first half of 1998. Sales for the first six months of 1999 increased to $1,578 million from $1,237 million last year.

V. William Hunt, Arvin Chairman, President and Chief Executive Officer, said, "I am particularly pleased with our record second quarter performance. In our O.E. segment, sales benefited from a strong North American car and light truck production schedule. Fundamentally, Arvin will continue to benefit from the trends affecting suppliers, including supplier consolidation, full system purchasing, and tighter emission standards.

"In the Replacement segment, Arvin benefited from the addition of Purolator to our sales for the second quarter. The integration of Purolator's filter business into our Replacement segment is progressing faster and better than we expected," Hunt said. "Only four months after the acquisition, we have already achieved substantial synergies on both the revenue and cost side. Several customers who purchase our other replacement products have shifted their filter requirements to Purolator. Administrative functions have been combined, and we have announced the closure of two redundant facilities while improving service levels. The acquisition, which we expected to be moderately accretive in the first year, will provide benefits of $0.10 - $0.15 in Earnings per Share this year, and we are confident we will measurably exceed the earlier forecast of more than $0.20 in Earnings per Share contribution on an annualized basis for years beyond 1999," Hunt said.

"For the remainder of 1999, Arvin should continue to benefit from a strong car and light truck build rate in North America. While there is some softness in our replacement markets, Arvin is doing better than our competition," Hunt explained.

"With the current economic conditions continuing and no major customer labor stoppages, I am confident that Arvin will achieve another record year, and meet analyst expectations for Earnings per Share in the $3.50 - $3.65 range for the full year," Hunt concluded.

All per share amounts are reported on a diluted common share basis. 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 "expected," "expect," "should," "plans," "estimated earnings," "confident," "anticipate," 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 Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Declares Cash Dividend

COLUMBUS, Ind., July 15, 1999 -- The Board of Directors of Arvin Industries, Inc. (NYSE:ARV), today declared a quarterly cash dividend in the amount of 21 cents per Common Share, payable September 30, 1999, to shareholders of record as of the close of business on September 3, 1999.

This is the seventy-fifth consecutive year in which cash dividends have been paid on Arvin Common Stock.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Gregory Kuzma Elected Treasurer

COLUMBUS, Ind., May 17, 1999 -- Arvin Industries, Inc. (NYSE:ARV). Richard A. Smith, Arvin's Vice President-Finance and Chief Financial Officer, announced today that Gregory P. Kuzma has been elected Treasurer.

Mr. Kuzma joins Arvin from Tropicana Products, Inc., where he also served as Treasurer. He previously served as Treasurer of RISCORP Insurance Company and Catalyst Energy Corporation.

Mr. Kuzma began his career with Price Waterhouse, and later worked for The Chase Manhattan Bank and Chesebrough-Pond's Inc. as an Assistant Treasurer.

Mr. Kuzma holds a degree in Accounting from Georgetown University and an MBA from the Columbia University Graduate School of Business.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Reports Record First Quarter; Earnings per Share Increase 27%

COLUMBUS, Ind., April 21, 1999 -- Arvin Industries, Inc. (NYSE:ARV) today reported record sales and earnings, before one-time items, for its fiscal first quarter of 1999. Sales were $738 million versus $593 million in the same quarter of 1998, an increase of 24 percent. Earnings were $17.3 million, or $0.71 per share, versus $13.5 million, or $0.56 per share, in the same quarter of 1998.

One-time items included an after-tax gain on the sale of an investment in a Mexican shock absorber affiliate of $5.4 million, or $0.22 per share; the after-tax cost of a voluntary early retirement program for certain North American employees of $4.3 million, or $0.18 per share; and the after-tax effect of adopting SOP 98-5, which requires the write-off of previously deferred start-up costs of $0.5 million, or $0.02 per share. Including the effect of these three items, first quarter earnings after taxes were $17.9 million or $0.73 per share.

Bill Hunt, Arvin's Chairman, President and CEO, said, "Our O.E. segment sales benefited from strong North American vehicle production and an increased share of our customers' requirements. Although these effects were partially offset by slow start-ups of certain key new vehicle programs and weakness in the Brazilian and European markets, on balance we enjoyed a very good and profitable first quarter. I expect to expand margins going forward as the consolidation of our joint venture with Kayaba is fully integrated. Fundamentally, Arvin is very strong and should benefit from our customers' requirements for full systems on global platforms developed by a consolidating customer base.

"In the Replacement segment, Arvin enjoyed real growth before acquisitions despite softness in some market segments. Furthermore, our cost reduction efforts enabled us to report a margin rate modestly better than the rate in the same period of 1998. The integration of our recent acquisition of Purolator filter products is happening faster than we forecast, and we expect the payback on this first quarter transaction to come sooner as well.

"Our integration of the former WorldSource coil coating line is also proceeding well. Our Roll Coater management team has done an exemplary job of identifying ways to serve our appliance, construction and automotive customers even better with this new facility.

"Going forward, Arvin expects to see higher growth rates. The acquisition of WorldSource and Purolator, our investment in Zeuna Starker, and an expanded relationship with Kayaba have all been strong indications that we are building on what we know best. The company is now prepared to assimilate and integrate expansion into the organization faster and better than ever before. This coupled with the company's new and higher standards for operating performance should create attractive returns as Arvin grows," Hunt continued.

"ATQPS does not stop at our factory gates," Hunt continued. "We have extended our quality programs throughout our supply chain. Arvin buys nearly $1.5 billion worth of components and raw materials annually. It is imperative that we manage our value chain as aggressively as we do our own operations. The proper management of our value chain represents our largest opportunity for cost reduction and quality improvement.

"At our recent annual meeting of shareholders," Hunt concluded, "I indicated we intend to make 1999 the third consecutive record year for Arvin. We are off to a very good start."

All per share amounts are reported on a diluted common share basis. 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 "expected," "expect," "should," "plans," "estimated earnings," "anticipate," "believe," and "intend." Information about potential factors identified by the Company, which would affect the actual financial results, are included in Exhibit 99 to the Company's Form 10-K for the year ended January 3, 1999.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Shareholders Told 1999 to be the Third Consecutive Record Year

COLUMBUS, Ind., April 15, 1999 -- Arvin Industries, Inc. (NYSE:ARV). Arvin shareholders were told today at the company's 61st annual meeting that 1998 was a record year for the company and 1999 would be the third consecutive year for record earnings.

Byron O. Pond, Arvin's Chairman of the Board, who did not seek re-election to the Arvin Board of Directors, will retire today. He told approximately 300 attendees, "Arvin expects to see higher growth rates going forward. Recent events create tangible evidence that we are moving forward. The acquisition of WorldSource and Purolator, our investment in Zeuna Starker, and an expanded relationship with Kayaba have all been strong indications that we are building on what we know best."

Pond added, "The company is now prepared to assimilate and integrate expansion into the organization faster and better than ever before. This coupled with the company's new and higher standards for operating performance should create attractive returns as Arvin grows."

V. William Hunt, Arvin's President and Chief Executive Officer, told those gathered at the company's annual meeting that Arvin is committed to operational excellence.

"We have achieved operational excellence and we are enjoying the improved financial results that excellence drives. Arvin's commitment to operational excellence is embodied in the Arvin Total Quality Production System (ATQPS) and the many programs that support it. Since the adoption of ATQPS in 1992, our labor cost as a percent of sales has decreased by 14 percent (after wage, salary and benefit increases); our cost of quality, which includes the full cost of training, prevention and quality failure, has been reduced by 43 percent; our selling, general and administrative expense has been reduced by 29 percent largely through the application of the Arvin Total Quality Administrative Systems; and our inventory turnover has improved 64 percent.

"Beyond value chain management, the next great opportunity for cost and quality improvement lies in implementing ATQPS principles in the engineering process and various stages of product launch processes," Mr. Hunt said.

"Leanness also applies to our organization structure. Today we have four business groups, each with its own President. These four Arvin executives have primary responsibilities for operational excellence and ever-improving financial results. Over the past three years our earnings per share have increased from $2.03 to $3.23 or 59 percent; our return on equity has increased from 11.6 percent to 15.1 percent; and our annual dividend rate has increased over 10 percent.

Our balance sheet has been strengthened and is conservatively managed. I have a high level of confidence that we will execute our growth plan successfully.

"Our criteria for growth are that each acquisition or joint venture must support our strategy, provide synergy with existing operations, fit the Arvin culture and meet Arvin's financial standards. Arvin financial standards are that each acquisition is earnings accretive in year one, supports achieving our return on equity target of over 15 percent and delivers returns in excess of our cost of capital. In addition to meeting these financial standards, each acquisition is subject to a rigorous strategic assessment of which key considerations are:

-- Can we achieve or maintain no. 1 or no. 2 market position?

-- Can we leverage our core competencies?

-- Can we enhance our technical capabilities?

-- Can we penetrate growing markets?

-- Can we deepen our existing customer relationships?

-- And, can we broaden our customer base?

"Arvin is committed to grow to $5 billion in sales by the end of 2002," Mr. Hunt said.

Mr. Hunt also welcomed the newest members of the Arvin family to the annual shareholders meeting. They include, in Arvin's Original Equipment Exhaust, the 49 percent investment in the shares in Zeuna Starker. In Original Equipment Ride Control, the completion of the North American joint venture with Kayaba of Japan. Also included were Arvin Roll Coater's acquisition of WorldSource, and the acquisition of Purolator Products. Mr. Hunt concluded, "The addition of these four new businesses coupled with the continued excellent performance in our existing businesses makes us highly confident that 1999 will be yet another record year for Arvin."

Richard A. Smith, Vice President-Finance and Chief Financial Officer, highlighted Arvin's record 1998 financial performance. He reviewed recent trends in Arvin's relative stock performance, and some of the 1999 major financial objectives. "We are pleased to note that 1998 results were better than expected. During the last five years the price of Arvin stock has done well, and we think that operational excellence is the primary reason. Since the first of the year, however, the market has taken some of our stock performance back as the auto parts sector lags behind other indexes," Mr. Smith said.

"We have a number of high priority 1999 objectives. The ones the investment community has focused on include our ability to progress in the areas of operational excellence to world-class levels, and demonstrate that we can get a high return on capital from acquisitions and internal investments. In addition, we are expected to exceed expectations," Smith concluded.

In the business agenda of the Annual Meeting, shareholders voted to ratify the appointment of Price Waterhouse Coopers LLP as Arvin's certified public accountant for the current year, and elected four directors to serve three-year terms.

Elected to the Board of Directors for three-year terms were: Robert E. Fowler, Chairman and Chief Executive Officer of IMC Global Inc.; William D. George, Jr., Retired President and Chief Executive Officer of S.C. Johnson & Son Inc.; Arthur R. Velasquez, Chairman, President and Chief Executive Officer of Azteca Foods, Inc.; and Carolyn Y. Woo, Dean of the College of Business Administration and Professor of Management, University of Notre Dame.

Continuing Directors are: Joseph P. Allen, Chairman, Veridian Corporation (successor to Calspan SRL Corporation); Steven C. Beering, President of Purdue University; Joseph P. Flannery, Chairman, President and Chief Executive Officer of Uniroyal Holding, Inc.; Ivan W. Gorr, Former Chairman of the Board and Chief Executive Officer of Cooper Tire & Rubber Company; Richard W. Hanselman, Former Chairman and Chief Executive Officer of Genesco, Inc.; V. William Hunt, President and Chief Executive Officer of Arvin; Don J. Kacek, Chairman, President and Chief Executive Officer of Advanced Automation Technologies, Inc.; and Richard A. Smith, Vice President-Finance and Chief Financial Officer of Arvin.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Declares Cash Dividend

COLUMBUS, Ind., April 15, 1999 -- The Board of Directors of Arvin Industries, Inc. (NYSE:ARV), today declared a quarterly cash dividend in the amount of 21 cents per Common Share, payable June 30, 1999, to shareholders of record as of the close of business on June 4, 1999.

This is the seventy-fifth consecutive year in which cash dividends have been paid on Arvin Common Stock.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 60 manufacturing facilities and eight technical centers located in 21 countries. Arvin is a leading manufacturer of automotive exhaust systems; ride control products; air, oil and fuel filters; and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI exhaust systems; Gabriel shock absorbers; Purolator filters; and StrongArm gas charged lift supports.

Return to headlines

Completes Purolator Filter Sale

COLUMBUS, Ind., February 26, 1999 -- Arvin Industries, Inc. (NYSE:ARV), today announced that it has completed the transaction to acquire the Purolator Products automotive filter business from Mark IV Industries, Inc. Purolator(TM) has sales of approximately $345 million. The transaction value of $276 million includes the assumption of $6 million in debt.

Purolator(TM) is a leading independent manufacturer and distributor of automotive oil, air, and fuel filters in North America for the replacement and original equipment markets. Purolator(TM) is also an automotive legend whose brand name is one of the oldest and best established in the industry. The legend began with the creation of the first automotive filter in 1923. The filter was called "Purolator" by its inventor . . . short for the words "pure oil later." Today, the promise of the Purolator(TM) name continues to be true. The Purolator(TM) brand includes more than 2,000 part numbers for automotive, light truck and heavy-duty applications.

V. William Hunt, President and Chief Executive Officer said, "We welcome Purolator(TM), their employees, and products into the Arvin family. Purolator(TM), along with Maremont(TM) exhaust, Gabriel(TM) ride control, and StrongArm(TM) gas springs create tremendous synergies among our brand name replacement products.

"In addition to the brand name synergies we share, the transaction will be accretive to earnings in 1999 and is expected to result in a Return on Invested Capital (ROIC) in excess of Arvin's cost of capital," Hunt explained.

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 "expected," "expect," "should," "estimated earnings," "anticipate," and "believe." Information about potential factors identified by the Company, which would affect the actual financial results, are included in the Company's Form 8-K, filed January 3, 1997, with the SEC.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 19 countries. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems; Gabriel shock absorbers; and StrongArm gas charged lift supports.

Return to headlines

Declares Cash Dividend

COLUMBUS, Ind., February 11, 1999 -- The Board of Directors of Arvin Industries, Inc. (NYSE:ARV), today declared a quarterly cash dividend in the amount of 21 cents per Common Share, payable March 31, 1999, to shareholders of record as of the close of business on March 5, 1999.

This is the seventy-fifth year in which cash dividends have been paid on Arvin Common Stock.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 19 countries. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems, Gabriel in shock absorbers, and StrongArm gas charged lift supports.

Return to headlines

To Acquire Purolator Automotive Filters

COLUMBUS, Ind., February 8, 1999 -- Arvin Industries, Inc. (NYSE:ARV), today announced that it has reached an agreement to acquire the Purolator Products automotive filter business from Mark IV Industries, Inc. Purolator has sales of approximately $345 million. The transaction value of $276 million includes the assumption of $6 million in debt. The acquisition is subject to regulatory review. Arvin expects to close the transaction in the first quarter of 1999.

Purolator is a leading independent manufacturer and distributor of automotive oil, air, fuel and cabin filters in North America for the replacement and original equipment markets. Purolator(TM) is also an automotive legend whose brand name is one of the oldest and best established in the industry. The legend began with the creation of the first automotive filter in 1923. The filter was called "Purolator" by its inventor ... short for the words "pure oil later." Today, the promise of the Purolator name continues to ring true. The Purolator brand includes more than 2,000 part numbers for automotive, light truck, and heavy duty applications.

V. William Hunt, President and Chief Executive Officer, said, "Purolator fits into Arvin's automotive replacement growth strategy perfectly. It is one of the strongest, most widely known brand names in the industry. One out of three vehicles operating in North America is equipped with a Purolator filter. When Purolator is added to Arvin's own Maremont(TM) exhaust, Gabriel(TM) ride control, and StrongArm(TM) gas springs brand names, we create tremendous synergies among our brand name replacement products. We also look forward to fully developing opportunities for private label programs with those customers who prefer using their own brand names. A growing market presence in Europe and the rest of the world can be enhanced without significant additional investment. The similarity of Arvin and Purolator's customers and distribution channels should result in important cost reduction opportunities while increasing the number of retail and wholesale customers.

"Purolator is also a leading supplier of filters to the vehicle makers and their service parts organizations," Hunt further explained. "OE customers include Ford, DaimlerChrysler, Toyota, Subaru, Mazda, Navistar and Nissan. We look forward to providing filters to all of Arvin's OE customers.

"In summary, the acquisition of Purolator will result in several key benefits to Arvin.

-- The transaction is expected to result in a Return on Invested Capital (ROIC) in excess of Arvin's cost of capital.

-- The acquisition will be accretive to earnings in 1999 and should add significantly to earnings per share in 2000.

-- A repositioning of Purolator's manufacturing and distribution operations begun by Mark IV will be intensified by Arvin through application of its Arvin Total Quality programs. Identified pre-tax cost savings are estimated to exceed $10 million per annum by 2001.

-- E.p.S. projections do not include the effect of any top line growth from the expansion of Purolator sales to existing Arvin customers or the benefit of the Purolator brand name and extensive distribution to sales of Arvin's existing products."

Arvin plans to finance the transaction using an arranged credit facility from its lenders. The company plans eventually to put in place a permanent capital structure that reflects its longer-term financial needs and goals. Arvin does not expect the transaction to result directly in any significant one-time charges.

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 "expected," "expect," "should," "estimated earnings," "anticipate," and "believe." Information about potential factors identified by the Company which would affect the actual financial results are included in the Company's Form 8-K, filed January 3, 1997, with the SEC.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 19 countries. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems, Gabriel in shock absorbers, and StrongArm gas charged lift supports.

Return to headlines

Reports Record Fourth Quarter and Year End Earnings

COLUMBUS, Ind., February 3, 1999 -- Arvin Industries, Inc. (NYSE:ARV), today reported that 1998 fourth quarter net earnings increased 18 percent to $20.4 million or $0.83 per share. This compares to last year's fourth quarter earnings of $17.3 million or $0.72 per share. Net sales for the fourth quarter increased 15 percent to $688.2 million compared to $598.5 million in 1997.

For the year, earnings from continuing operations increased 21 percent to $78.4 million compared to $65.0 million in 1997. Earnings from continuing operations increased to a record $3.23 per share in 1998 compared to $2.78 per share in 1997. Total earnings for 1997 were $2.85 per share, which included a deferred gain on the sale of a discontinued operation of $0.07 per share. Net sales for 1998 increased over 6 percent to $2.5 billion compared to the prior year's net sales of $2.3 billion.

V. William Hunt, President and Chief Executive Officer, said, "1998 was another record year for Arvin. Record sales, record profit, and record dividends helped deliver a record stock price. It was an excellent year.

"Our commitment to world class quality, continuous improvement and customer service has helped make Arvin a preferred supplier to automakers and replacement customers worldwide. Arvin is committed to having the best quality and technology in today's competitive environment," Hunt added.

"In our Original Equipment (O.E.) segment, sales benefited from strong end-of-year car and light truck build rates in the United States and Europe and continued improvement in our O.E. ride control business. In 1998, Arvin supplied 9 out of the top 10 selling vehicles in the U.S. Arvin also benefited from several key platform start-ups by each of its largest global customers -- among them General Motors' GMT800 truck, Ford's F-series truck and new Focus passenger car, DaimlerChrysler's Neon and Grand Cherokee, and Toyota's Indiana-made Tundra truck.

"In our replacement segment, sales increased 7 percent for the year and 11 percent in the quarter as a result of high levels of service and increased sales of higher value added product. Our manufacturing processes continue to improve as a result of Arvin's Total Quality programs being implemented. These improvements have helped offset the negative impact of some soft spots in the replacement market," Hunt explained.

"In 1999," Hunt said, "we expect another record year. Our financial performance should continue to improve as Arvin assumes more full system work and provides even higher value added products to our customers. Based on present economic forecasts calling for a continued healthy economy in our major markets, we are comfortable with the current analysts' 1999 estimated earnings range of $3.45 to $3.55 per share.

"Arvin will continue to pursue a global automotive strategy based on total customer satisfaction and operational excellence. We will leverage our operational excellence over a higher sales volume resulting from increased market penetration through full system and corner assembly sales, increased demand for more sophisticated exhaust systems due to tighter emissions standards, new business won as a result of OEM customer outsourcing, and acquisitions. Our new global exhaust joint venture with Zeuna Starker will firmly establish our technical leadership in the global automotive market. Arvin should benefit from the growth of our key retail and wholesale customers in a consolidating replacement market. Additionally, Roll Coater, Arvin's pre-painted coil coating business, will benefit from the acquisition of WorldSource, which will significantly expand our geographic coverage and customer service capability. Arvin is well positioned to reach our goal of over $5 billion in annualized sales by the end of 2002," Hunt concluded.

All per share amounts are reported on a diluted common share basis. 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 "expected," "expect," "should," "estimated earnings," "anticipate," and "believe." Information about potential factors identified by the Company which would affect the actual financial results is included in the Company's Form 8-K, filed January 3, 1997, with the SEC.

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 19 countries. Arvin is a leading manufacturer of automotive exhaust systems and ride control products. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems; Gabriel shock absorbers; and StrongArm gas charged lift supports.

Return to headlines

Acquires WorldSource Coil Coating, Inc.

COLUMBUS, Ind., January 29, 1999 -- Arvin Industries, Inc. (NYSE:ARV), announced today that it has acquired the assets of WorldSource Coil Coating, Inc. Terms of the agreement were not disclosed.

WorldSource has operated a coil coating facility in Hawesville, KY, since 1990. Arvin's Roll Coater Division operates facilities in Greenfield, IN; Kingsbury, IN; and Weirton, WV. Coil coating is the prepainting of metals to be fabricated by manufacturers in the construction, home appliance and automotive industries. The acquisition makes Roll Coater the largest independent coil coater in North America.

V. William Hunt, Arvin President and Chief Executive Officer, said, "The addition of WorldSource significantly increases the capabilities of Arvin's coil coating division. We are pleased to further our commitment to this industry in which we are the clear market leader. This is another important step in Arvin's overall growth plan."

Arvin Roll Coater President Donald E. Ebert stated, "This acquisition better positions us to provide products and services to an even broader geographic base, as well as to new and expanding markets. The blending of the technology and people within these organizations enhances our ability to serve the key customers of both Roll Coater and WorldSource."

Arvin Industries, Inc., is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 19 countries. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems, Gabriel in shock absorbers, and StrongArm gas charged lift supports.

Return to headlines

Completes 49% Investment in German O.E. Exhaust Manufacturer

COLUMBUS, Ind., January 7, 1999 -- Arvin Industries, Inc. (NYSE:ARV), a leading worldwide manufacturer of vehicle exhaust systems and ride control products for the original equipment (O.E.) and replacement markets, and Zeuna Starker GmbH & Co.KG., a German manufacturer of automotive exhaust systems, announced the completion of Arvin's investment of 49% interest in Zeuna Starker. The investment was announced in December, 1998, and was subject to regulatory approval and completion of final documentation, which have now been received and completed. The investment was financed with internally-generated funds. The terms of the agreement have not been released.

Zeuna Starker is a premier exhaust systems supplier headquartered in Augsburg, Germany. With annual revenues estimated at $725 million Deutsche Marks, or roughly $425 million U.S. dollars, Zeuna Starker is one of the largest independent exhaust producers in Germany. Major customers include Mercedes Benz, BMW, Volkswagen, Fiat, Lancia, Alfa Romeo, Ferrari, Volvo, Rolls Royce, and Bentley. Zeuna Starker offers a full product range of exhaust products including catalytic converters, pipe, mufflers and complete systems to the original equipment manufacturers, with manufacturing facilities in Germany, South Africa, Italy, Hungary, and the United States.

Arvin Industries, Inc., with revenues of $2.3 billion, is a global manufacturer of automotive components with over 50 manufacturing facilities and eight technical centers located in 16 countries. Major original equipment exhaust customers include Ford, Jaguar, Mazda, General Motors, DaimlerChrysler, Toyota, Volkswagen, Fiat, Renault, Rover, BMW, Volvo, Peugeot, Lamborghini and Maserati. Arvin is a leading manufacturer of automotive exhaust systems, ride control products, and gas charged lift supports. Our replacement products are sold under various trademarks including Arvin, Maremont, Timax, ANSA and ROSI for exhaust systems, Gabriel in shock absorbers, and StrongArm gas charged lift supports.

Return to headlines

Return to Corporate Window Clients