meritor_11k.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
(Mark One)
 
þ      
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
OR
 
 
c      
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________.
 
Commission file number: 1-15983
 
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
 
ArvinMeritor, Inc. Hourly Employees Savings Plan
 
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
Meritor, Inc.
(formerly named ArvinMeritor, Inc.)
2135 West Maple Road
Troy, Michigan 48084
 

 
 

ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
TABLE OF CONTENTS  
   
  Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
   
FINANCIAL STATEMENTS:  
   
     Statement of Net Assets Available for Benefits 2
          as of December 31, 2010 and 2009  
   
     Statement of Changes in Net Assets Available for Benefits 3
          for the Year Ended December 31, 2010  
   
     Notes to Financial Statements 4-10
   
SCHEDULE 1: SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010:  
   
     Form 5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) 11
          as of December 31, 2010  
   
SIGNATURES 12
   
EXHIBIT – Consent of Independent Registered Public Accounting Firm  


 

Report of Independent Registered Public Accounting Firm
 
To the Meritor, Inc. Employee Benefit Plan Committee and Participants
 
We have audited the accompanying statement of net assets available for benefits of ArvinMeritor, Inc. Hourly Employees Savings Plan (the "Plan") as of December 31, 2010 and 2009 and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets of the Plan as of December 31, 2010 and 2009 and the changes in net assets for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 
/s/ Plante & Moran, PLLC
 
Clinton Township, Michigan
June 22, 2011
 

 

ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2010 AND 2009
         
        2010        2009
ASSETS              
               
Participant-directed investments              
     Mutual funds   $ 11,503,557   $ 11,192,229  
     Common collective fund     8,525,276     9,283,558  
     Common stock     3,339,512     4,102,331  
          Total investments at fair value     23,368,345     24,578,118  
                
     Cash     1,016     -  
     Contributions receivable     67,804     23,357  
     Participant notes receivable     72,624     319,114  
                
TOTAL ASSETS     23,509,789     24,920,589  
               
LIABILITIES - Accrued administrative expenses     10,154     13,819  
                
Net assets at fair value     23,499,635     24,906,770  
               
Adjustment from fair value to contract value for              
     interest in common collective trust funds relating              
     to fully benefit-responsive investment contracts     (308,139 )   (278,783 )
               
NET ASSETS AVAILABLE FOR BENEFITS   $      23,191,496   $      24,627,987  
 
See accompanying notes to financial statements.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS            
FOR THE YEAR ENDED DECEMBER 31, 2010        
         
         
CONTRIBUTIONS        
          Participant contributions   $ 327,695  
          Employer contributions, net of forfeitures     920,721  
         
               Total contributions, net of forfeitures     1,248,416  
         
INVESTMENT INCOME        
          Dividends     635,429  
          Net appreciation in fair value of investments     3,740,797  
         
               Net investment income     4,376,226  
         
Interest from participant notes receivable     8,673  
         
               Total additions     5,633,315  
         
DEDUCTIONS        
          Benefits paid to participants     (7,042,320 )
          Administrative expenses     (27,486 )
          
               Total deductions     (7,069,806 )
         
DECREASE IN NET ASSETS     (1,436,491 )
     NET ASSETS AVAILABLE FOR BENEFITS        
          Beginning of year          24,627,987  
         
          End of year   $      23,191,496  
  

See accompanying notes to financial statements.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

1. DESCRIPTION OF THE PLAN
 
The following description of ArvinMeritor, Inc. Hourly Employees Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for complete information.
 
General – The Plan is a defined contribution retirement savings plan covering certain eligible hourly employees of Meritor, Inc. (formerly ArvinMeritor, Inc.) (the “Company” or "Meritor"). Eligible employees may participate in the Plan immediately on the date they become employees. The Plan is administered by the Company’s Employee Benefit Plan Committee and the Plan Administrator. The trustee for the Plan assets is T. Rowe Price Trust Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
Employee Contributions – Eligible employees may elect to contribute up to 20% of their compensation, by electing to defer receipt of compensation (pre-tax contribution) or authorizing deductions from compensation (after-tax contribution), subject to the limits prescribed under the Internal Revenue Code (“IRC”). Participants can elect to have their contributions invested in 5% increments in various investment funds.
 
The Plan allows participants who are at least age 50 by the end of the plan year to make additional pre-tax contributions up to the limits prescribed under the IRC.
 
Employer Matching Contributions – Participants are immediately eligible for matching contributions. The Company’s match varies based on the participant's work location within the Company. Company matching contributions are invested according to the investment mix participants have elected for their own contributions.
 
Employer Pension Contributions – Non-union hourly employees hired on or after October 1, 2005 and certain union hourly employees receive a Pension Contribution into the Plan in lieu of accruing benefits under the Company's defined benefit plan. Effective January 1, 2008, hourly non-union employees hired prior to October 1, 2005 who were not 50 years old with at least 10 years of service with the Company, or had at least 20 years of service with the Company began receiving Pension Contributions into the Plan in the same manner as it is currently done for employees hired after October 1, 2005. Pension Contributions are fully funded by the Company and are made to all eligible employees regardless of whether they choose to contribute to the Plan. Pension Contributions range between 2% and 6% of participants’ compensation. Pension Contributions are invested according to the investment mix participants have elected for their own contributions.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

Participant Accounts – Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, Pension Contributions, if applicable, and an allocation of Plan earnings and is charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participants’ account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
Investments – Participants direct the investment of their contributions and the employer contributions into various investment options offered by the Plan. The Plan currently offers 20 mutual funds, a common collective trust fund and the Company’s common stock as investment options for participants.
 
Vesting – Amounts attributable to participant contributions and Company matching contributions are fully vested at all times. Pension Contributions vest in annual 20% increments beginning with the completion of the second year of service. Participants become fully vested after they reach six years of service. Forfeited Pension Contributions are netted against future employer contributions. During the year, the Plan experienced a partial termination related to the Company’s sale of certain business units. Pension Contributions of affected participants became fully vested.
 
Plan Withdrawals – Vested amounts contributed may be withdrawn by, or distributed to, a participant only upon (1) termination of employment or (2) attaining the age of 59 ½. Pre-tax withdrawals prior to attaining age 59 ½ are not permitted except in the event of retirement, disability, or as a hardship distribution. Certain income tax penalties may apply to withdrawals or distributions prior to age 59 ½. Upon termination of service due to death, disability, retirement, or other reasons, a participant would generally receive an amount equal to the value of the participant’s vested interest in his or her account as a lump-sum distribution.
 
Transfers The Company also sponsors a separate defined contribution savings plan for salaried employees and certain non-union hourly employees. The Plan allows for employees changing status between union hourly and certain non-union hourly or salaried to move invested assets to the Plan that correlates to their current status. During 2010, there were no transfers.
 
Participant Notes Receivable Participants may borrow from their accounts an amount not less than $1,000 and not greater than the lesser of (i) $50,000 less the amount of notes receivable outstanding during the preceding 12-month period, (ii) amounts in the participant’s account attributable to participant contributions, or (iii) one-half of the participant’s vested account balance. The notes receivable are secured by the balances in the respective participants’ accounts. Participant notes receivable are written off when deemed uncollectible.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

Interest is charged at 1% over the prime rate in place at the note receivable origination date, which is defined as the base rate on corporate loans posted by at least 75% of the 30 largest U.S. banks. At year end, interest rates charged on outstanding balances ranged from 4.25% to 9.25%. The notes receivable are repaid through payroll deductions over periods not to exceed 60 months unless they are for the purchase of a primary residence. Payments of principal and interest are reinvested under the participant’s current investment election for new contributions. Participants may have only one outstanding note receivable.
 
Plan Termination – Although the Company has not expressed any intent to terminate the Plan, it reserves the right to do so at any time. In the event of termination of the Plan, participants with Pension Contribution balances would become fully vested.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Accounting – The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.
 
Investment Valuation – The Plan's investments are stated at fair value, except for a stable value common collective trust fund that primarily invests in benefit-responsive investment contracts (commonly referred to as a stable value fund), which is valued at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value common collective trust fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. Mutual funds and common stock are reported at fair value based on quoted market prices. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurement at the reporting date.
 
Participant Notes Receivable Participant notes receivable are recorded at their unpaid principal balances plus any accrued interest. Participant notes receivable are written off when deemed uncollectible.
 
Security Transactions and Investment Income Purchases and sales of securities are reported on a trade-date basis. Dividends are recorded on the ex-dividend date and interest income is recorded on the accrual basis.
 
Administrative Expenses – Administrative expenses for services required by the plan document are paid by the Plan. All expenses not required by the Plan are paid by the Company. The amounts reported in the financial statements represent administrative expenses paid by the Plan.
 
Benefit Payments – Benefit payments to participants are recorded upon distribution.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
Risks and Uncertainties The Plan utilizes various investment instruments which are exposed to various risks related to, among other things, interest rate, foreign currency, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
New Accounting Pronouncements – During 2010, the Plan adopted the provisions of a new accounting standard which requires that defined contribution plans classify participant loans as notes receivable from participants rather than as investments as was previously required. This standard was adopted retroactively and, as a result, the December 31, 2009 participant loans have been reclassified from investments to participant notes receivable. The adoption of this standard has no impact on the Plan’s net assets or changes in net assets.
 
3. INVESTMENTS
 
The Plan’s significant investments as of December 31, 2010 and 2009 are as follows:
 
        2010       2009
Mutual Funds - At fair value:            
     Pimco U.S. Total Return Admin   $      1,453,098   $      1,527,568
     T. Rowe Price Mid-Cap Growth Fund     1,167,170     968,406
     Vanguard Institutional Index Fund     3,219,545     3,499,160
Common Collective Trust Fund - At contract value:            
     T. Rowe Price Stable Value Common Trust Fund     8,217,137     9,004,775
Common stock- At fair value:            
     Meritor, Inc.     3,339,512     4,102,331

7
 

 

ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

During 2010, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
 
Mutual funds       $      1,315,471
Common stock - Meritor, Inc.     2,425,326
       
Net appreciation   $ 3,740,797
 

4. FAIR VALUE MEASUREMENTS
 
Accounting standards require certain assets be reported at fair value in the financial statements and provide a framework for establishing that fair value. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under the accounting standards are described below:
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
 
The Plan also holds other assets and liabilities not measured at fair value on a recurring basis, including accrued income, accrued liabilities and payables and unsettled trades. The fair value of these assets and liabilities is equal to the carrying amounts in the accompanying financial statements due to the short maturity of such instruments.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

Investments measured at fair value on a recurring basis at December 31, 2010 are as follows:
 
              Level 1       Level 2       Level 3       Total
  Mutual Funds:                        
       Equity investments   $ 6,879,320   $ -   $ -   $ 6,879,320
       Fixed income investments     1,453,097     -     -     1,453,097
       Balanced investments     48,167     -     -     48,167
       Retirement-year based investments     3,122,973     -     -     3,122,973
  Common collective fund (1)     -     8,525,276     -     8,525,276
  Common stock - Meritor, Inc.     3,339,512     -     -     3,339,512
                           
  Total investments at fair value   $      14,843,069   $      8,525,276   $     -   $      23,368,345
    

Investments measured at fair value on a recurring basis at December 31, 2009 are as follows:
 
              Level 1       Level 2       Level 3       Total
  Mutual Funds:                        
       Equity investments   $ 6,877,649   $ -   $ -   $ 6,877,649
       Fixed income investments     1,527,568     -     -     1,527,568
       Balanced investments     65,626     -     -     65,626
       Retirement-year based investments     2,721,386     -     -     2,721,386
  Common collective fund (1)     -     9,283,558     -     9,283,558
  Common stock - Meritor, Inc.     4,102,331     -     -     4,102,331
                           
  Total investments at fair value   $      15,294,560   $      9,283,558   $     -   $      24,578,118
 

(1) This class represents investments in the T. Rowe Price Stable Value Common Trust Fund that invests primarily in investment contracts, a variety of fixed income investments which may include corporate bonds, both U.S. and non-U.S. municipal securities, and wrapper contracts. Investments are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
 
The Plan’s policy is to recognize transfers between levels of the fair value hierarchy as of the actual date of the event of change in circumstances that caused the transfer. There were no significant transfers between levels of the fair value hierarchy during 2010 and 2009.
 
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ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS – (Continued)
AS OF DECEMBER 31, 2010 AND 2009, AND FOR THE YEAR ENDED DECEMBER 31, 2010

5. TAX STATUS
 
The Internal Revenue Service has determined and informed the Company by a letter dated March 17, 2010, that the Plan was designed in accordance with applicable sections of the IRC.
 
The Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC and is exempt from federal taxes as of December 31, 2010 and 2009. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
Certain Plan investments are shares of mutual funds managed by T. Rowe Price Trust Company. T. Rowe Price Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions.
 
At December 31, 2010 and 2009, the Plan held 162,744 and 366,935 shares, respectively, of common stock of Meritor, with a fair value of $3,339,512 and $4,102,331, respectively. During the year ended December 31, 2010, the Plan recorded no dividend income from common stock of Meritor.
 
7. RECONCILIATION TO FORM 5500
 
The net assets on the financial statements differ from the net assets on the Form 5500 due to a common collective trust fund being recorded at contract value on the financial statements and at fair value on the Form 5500. The net assets on the financial statements were lower than those on Form 5500 by $308,139 and $278,783 at December 31, 2010 and 2009, respectively. Additionally, the Decrease in Net Assets on the Form 5500 for the year ended December 31, 2010 is lower than that on the financial statements by $29,356.
 
8. SUBSEQUENT EVENTS
 
Effective March 29, 2011, the Company officially changed its name from ArvinMeritor, Inc. to Meritor, Inc. As a result, on March 30, 2011, Meritor’s ticker symbol on the New York Stock Exchange is MTOR (NYSE:MTOR).
 
10


 

ARVINMERITOR, INC.
HOURLY EMPLOYEES SAVINGS PLAN
Schedule 1
 
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2010 EIN 38-3354643, Plan No. 335

    Description of Investment          
Identity of Issuer,   Including Maturity Date,          
Borrower, Lessor   Rate of Interest, Collateral,       Cost       Current
or Similar Party       Par or Maturity Value       Value
      Mutual funds          
  Blackrock        Equity Div I   **   $ 57,827
  Lord Abbett        Small Cap Value   **     358,435
  Pimco        U.S. Total Return Admin   **     1,453,098
  Vanguard        Institutional Index Fund   **     3,219,545
  Vanguard        Total Intl Stock Index   **     503,669
T. Rowe Price        Mid-Cap Growth Fund   **     1,167,170
* T. Rowe Price        Growth and Income Fund   **     1,083,452
* T. Rowe Price        Growth Stock Fund   **     487,349
* T. Rowe Price        Prime Reserve Fund   **     1,872
* T. Rowe Price        Retirement 2005 Fund   **     29,569
* T. Rowe Price        Retirement 2010 Fund   **     68,466
* T. Rowe Price        Retirement 2015 Fund   **     391,833
* T. Rowe Price        Retirement 2020 Fund   **     690,004
* T. Rowe Price        Retirement 2025 Fund   **     426,438
* T. Rowe Price        Retirement 2030 Fund   **     670,509
* T. Rowe Price        Retirement 2035 Fund   **     598,036
* T. Rowe Price        Retirement 2040 Fund   **     193,986
* T. Rowe Price        Retirement 2045 Fund   **     28,139
* T. Rowe Price        Retirement 2050 Fund   **     3,297
* T. Rowe Price        Retirement 2055 Fund   **     22,696
* T. Rowe Price        Retirement Income Fund   **     48,167
                 
      Common collective trust fund          
* T. Rowe Price        Stable Value Common Trust Fund   **     8,525,276
                 
* Meritor   Meritor, Inc. common stock   **     3,339,512
                 
* Participant notes   Participant notes receivable bearing          
  receivable   interest at rates ranging from 4.25%-9.25%             72,624
                     
                  $      23,440,969
   

*  Party-in-interest
**  Cost information not required
 
11
 

 

SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ARVINMERITOR, INC. HOURLY
EMPLOYEES SAVINGS PLAN
   
 
   
 
By:  /s/ Thomas Kempa
   
Thomas Kempa, Plan Administrator

June 22, 2011
 
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