MTOR-12.31.2012-10Q
Index


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 30, 2012
Commission File No. 1-15983

MERITOR, INC.

(Exact name of registrant as specified in its charter)

 
Indiana
38-3354643
 
 
(State or other jurisdiction of incorporation or
(I.R.S. Employer Identification
 
 
organization)
No.)
 
 
 
 
 
2135 West Maple Road, Troy, Michigan
48084-7186
 
 
(Address of principal executive offices)
(Zip Code)
 

(248) 435-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
X
No
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes
X
No
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large accelerated filer
X
     
Accelerated filer

 
 
Non-accelerated filer
 
 
Smaller reporting company
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
 
No
X
 
97,290,336 shares of Common Stock, $1.00 par value, of Meritor, Inc. were outstanding on December 30, 2012.



INDEX
 
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


MERITOR, INC.

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)

 
Three Months Ended
December 31,
 
2012
 
2011
 
(Unaudited)
Sales
$
891

 
$
1,159

Cost of sales
(808
)
 
(1,053
)
GROSS MARGIN
83

 
106

Selling, general and administrative
(62
)
 
(65
)
Restructuring costs
(6
)
 
(24
)
Other operating expense
(1
)
 
(1
)
OPERATING INCOME
14

 
16

       Other income, net

 
4

Equity in earnings of affiliates
9

 
15

Interest expense, net
(29
)
 
(24
)
INCOME (LOSS) BEFORE INCOME TAXES
(6
)
 
11

Provision for income taxes
(10
)
 
(20
)
LOSS FROM CONTINUING OPERATIONS
(16
)
 
(9
)
LOSS FROM DISCONTINUED OPERATIONS, net of tax
(5
)
 
(9
)
NET LOSS
(21
)
 
(18
)
Less: Income attributable to noncontrolling interests

 
(4
)
NET LOSS ATTRIBUTABLE TO MERITOR, INC.
$
(21
)
 
$
(22
)
NET LOSS ATTRIBUTABLE TO MERITOR, INC.
 
 
 
Net loss from continuing operations
$
(16
)
 
$
(13
)
Loss from discontinued operations
(5
)
 
(9
)
       Net loss
$
(21
)
 
$
(22
)
BASIC AND DILUTED LOSS PER SHARE
 
 
 
Continuing operations
$
(0.17
)
 
$
(0.13
)
Discontinued operations
(0.05
)
 
(0.10
)
       Basic and diluted loss per share
$
(0.22
)
 
$
(0.23
)
 
 
 
 
Basic and diluted average common shares outstanding
96.7

 
94.5



See notes to consolidated financial statements.

3


MERITOR, INC.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(in millions)

 
Three Months Ended
December 31,
 
2012
 
2011
 
(Unaudited)
Net loss attributable to Meritor, Inc.
$
(21
)
 
$
(22
)
Other comprehensive income (loss):
 
 
 
      Foreign currency translation adjustments
(5
)
 
(2
)
      Unrealized gains (losses) on investments:
 
 
 
            Unrealized loss on investments and foreign exchange contracts
(1
)
 
(1
)
            Reclassification adjustment for gain on sale of investments

 
(2
)
Other comprehensive loss
(6
)
 
(5
)
Comprehensive loss attributable to Meritor, Inc.
(27
)
 
(27
)
Comprehensive income (loss) attributable to noncontrolling interest
1

 
3

Total comprehensive loss
$
(26
)
 
$
(24
)

See notes to consolidated financial statements.


4


MERITOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)

 
December 31,
2012
 
September 30,
2012
 
(Unaudited)
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
139

 
$
257

Receivables, trade and other, net
483

 
542

Inventories
463

 
438

Other current assets
56

 
61

TOTAL CURRENT ASSETS
1,141

 
1,298

NET PROPERTY
407

 
417

GOODWILL
433

 
433

OTHER ASSETS
360

 
353

TOTAL ASSETS
$
2,341

 
$
2,501

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
CURRENT LIABILITIES:
 
 
 
Short-term debt
$
23

 
$
18

       Accounts payable
597

 
697

Other current liabilities
297

 
313

TOTAL CURRENT LIABILITIES
917

 
1,028

LONG-TERM DEBT
1,032

 
1,042

RETIREMENT BENEFITS
1,070

 
1,075

OTHER LIABILITIES
333

 
338

EQUITY (DEFICIT):
 
 
 
Common stock (December 31 and September 30, 2012, 97.3 and 96.5 shares issued and outstanding, respectively)
97

 
96

Additional paid-in capital
909

 
901

Accumulated deficit
(1,126
)
 
(1,105
)
Accumulated other comprehensive loss
(921
)
 
(915
)
Total deficit attributable to Meritor, Inc.
(1,041
)
 
(1,023
)
Noncontrolling interests
30

 
41

TOTAL DEFICIT
(1,011
)
 
(982
)
TOTAL LIABILITIES AND DEFICIT
$
2,341

 
$
2,501


See notes to consolidated financial statements.

5


MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)

 
Three Months Ended December 31,
 
2012
 
2011
 
(Unaudited)
OPERATING ACTIVITIES
 
 
 
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES (See Note 10)
$
(91
)
 
$
5

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(15
)
 
(25
)
Other investing activities

 
2

Net investing cash flows used for continuing operations
(15
)
 
(23
)
Net investing cash flows provided by discontinued operations

 
11

CASH USED FOR INVESTING ACTIVITIES
(15
)
 
(12
)
FINANCING ACTIVITIES
 
 
 
Repayment of notes
(233
)
 

Proceeds from debt issuance
225

 

Debt issuance costs
(5
)
 

Other financing activities
1

 

CASH USED FOR FINANCING ACTIVITIES
(12
)
 

EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE
RATES ON CASH AND CASH EQUIVALENTS

 
1

CHANGE IN CASH AND CASH EQUIVALENTS
(118
)
 
(6
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
257

 
217

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
139

 
$
211


See notes to consolidated financial statements.

6


MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(In millions)
(unaudited)

 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Total Deficit
Attributable to
Meritor, Inc.
 
Noncontrolling
Interests
 
Total
Beginning balance at September 30, 2012
$
96

 
$
901

 
$
(1,105
)
 
$
(915
)
 
$
(1,023
)
 
$
41

 
$
(982
)
Comprehensive loss

 

 
(21
)
 
(6
)
 
(27
)
 
1

 
(26
)
Vesting of restricted stock
1

 
(1
)
 

 

 

 

 

Repurchase of convertible notes

 
(2
)
 

 

 
(2
)
 

 
(2
)
Issuance of convertible notes

 
9

 

 

 
9

 

 
9

Equity based compensation expense

 
2

 

 

 
2

 

 
2

Non-controlling interest dividends

 

 

 

 

 
(12
)
 
(12
)
Ending Balance at December 31, 2012
$
97

 
$
909

 
$
(1,126
)
 
$
(921
)
 
$
(1,041
)
 
$
30

 
$
(1,011
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance at September 30, 2011
$
94

 
$
897

 
$
(1,157
)
 
$
(829
)
 
$
(995
)
 
$
34

 
$
(961
)
Comprehensive loss

 

 
(22
)
 
(5
)
 
(27
)
 
3

 
(24
)
Equity based compensation expense

 
2

 

 

 
2

 

 
2

Ending Balance at December 31, 2011
$
94

 
$
899

 
$
(1,179
)
 
$
(834
)
 
$
(1,020
)
 
$
37

 
$
(983
)

See notes to consolidated financial statements.

7

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. Basis of Presentation
Meritor, Inc., (the "company" or "Meritor"), headquartered in Troy, Michigan, is a premier global supplier of a broad range of integrated systems, modules and components to original equipment manufacturers (“OEMs”) and the aftermarket for the commercial vehicle, transportation and industrial sectors. The company serves commercial truck, trailer, off-highway, military, bus and coach and other industrial OEMs and certain aftermarkets. The consolidated financial statements are those of the company and its consolidated subsidiaries.
Certain businesses are reported in discontinued operations in the consolidated statement of operations, statement of cash flows and related notes for all periods presented. Additional information regarding discontinued operations is discussed in Note 4.
In the opinion of the company, the unaudited financial statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. These statements should be read in conjunction with the company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K, for the fiscal year ended September 30, 2012. The results of operations for the three months ended December 31, 2012, are not necessarily indicative of the results for the full year.
The company’s fiscal year ends on the Sunday nearest September 30. The first quarter of fiscal years 2013 and 2012 ended on December 30, 2012 and January 1, 2012, respectively. All year and quarter references relate to the company’s fiscal year and fiscal quarters, unless otherwise stated. For ease of presentation, September 30 and December 31 are used consistently throughout this report to represent the fiscal year end and first quarter end, respectively.
The company has evaluated subsequent events through the date that the consolidated financial statements were issued (see Note 23).
2. Earnings per Share
Basic earnings per share is calculated using the weighted average number of shares outstanding during each period. Diluted earnings per share calculation includes the impact of dilutive common stock options, restricted stock, performance share awards and convertible securities, if applicable. Basic and diluted average common shares outstanding at December 31, 2012 and 2011 were 96.7 million and 94.5 million, respectively.
The potential effects of restricted stock and restricted stock units were excluded from the diluted earnings per share calculation for the three months ended December 31, 2012 and 2011 because their inclusion in a net loss period would reduce the net loss per share. Therefore, 2.3 million shares of restricted stock and restricted stock units were excluded from the computation of diluted earnings per share at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, options to purchase 0.6 million and 0.9 million shares of common stock, respectively, were excluded from the computation of diluted earnings per share because their exercise price exceeded the average market price for the period and thus their inclusion would be anti-dilutive. The company’s convertible senior unsecured notes are excluded from the computation of diluted earnings per share, as the stock price at the end of the quarter is less than the conversion price.
3. New Accounting Standards
Accounting standards implemented during fiscal year 2013
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The company adopted this guidance at the beginning of its first quarter of fiscal year 2013 and has reported Other Comprehensive Income as a separate but consecutive statement.

8

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

4. Discontinued Operations
Results of discontinued operations are summarized as follows (in millions):
 
Three Months Ended
December 31,
 
2012
 
2011
Sales
$

 
$
2

 
 
 
 
Loss before income taxes
$
(5
)
 
$
(9
)
Provision for income taxes

 

Loss from discontinued operations attributable to Meritor, Inc.
$
(5
)
 
$
(9
)
     Loss from discontinued operations for the three months ended December 31, 2012 and 2011 primarily relates to changes in estimates and adjustments related to certain assets and liabilities retained from previously divested businesses and indemnities provided at the time of sale of sale.
5. Goodwill
     In fiscal year 2013, the company reorganized its management structure resulting in two reporting segments. A summary of the changes in the carrying value of goodwill by reportable segment is presented below (in millions):
 
Commercial Truck & Industrial
 
Aftermarket
& Trailer
 
Commercial Truck
 
Industrial
 
Total
Balance at September 30, 2012
$

 
$
171

 
$
153

 
$
109

 
$
433

Segment reorganization
262

 

 
(153
)
 
(109
)
 

Foreign currency translation
(1
)
 
1

 

 

 

Balance at December 31, 2012
$
261

 
$
172

 
$

 
$

 
$
433



9

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6. Restructuring Costs
     At December 31, 2012 and September 30, 2012, $16 million and $15 million, respectively, of restructuring reserves primarily related to unpaid employee termination benefits remained in the consolidated balance sheet. The changes in restructuring reserves for the three months ended December 31, 2012 and 2011 are as follows (in millions):
 
Employee
Termination
Benefits
 
Asset
Impairment
 
Plant
Shutdown
& Other
 
Total
Balance at September 30, 2012
$
15

 
$

 
$

 
$
15

Activity during the period:
 
 
 
 
 
 

Charges to continuing operations
6

 

 

 
6

Cash payments – continuing operations
(5
)
 

 

 
(5
)
Total restructuring reserves at December 31, 2012
16

 

 

 
16

Less: non-current restructuring reserves
(4
)
 

 

 
(4
)
Restructuring reserves – current, at December 31, 2012
$
12

 
$

 
$

 
$
12

 
 
 
 
 
 
 
 
Balance at September 30, 2011
$
19

 
$

 
$

 
$
19

Activity during the period:
 
 
 
 
 
 
 
Charges to continuing operations
4

 
19

 
1

 
24

Charges to discontinued operations(1)

 

 
1

 
1

Asset write-offs

 
(19
)
 

 
(19
)
Cash payments – continuing operations
(6
)
 

 
(1
)
 
(7
)
Cash payments – discontinued operations
(1
)
 

 
(1
)
 
(2
)
Total restructuring reserves at December 31, 2011
16

 

 

 
16

Less: non-current restructuring reserves
(2
)
 

 

 
(2
)
Restructuring reserves – current, at December 31, 2011
$
14

 
$

 
$

 
$
14

(1) 
Charges to discontinued operations are included in loss from discontinued operations in the consolidated statement of operations.
Variable Labor Reductions: The company is executing a global variable labor headcount reduction plan intended to reduce labor and other costs in response to market conditions. As part of this action, the company expects to eliminate 375 hourly and 50 salaried positions and incur approximately $9 million of restructuring costs in the Commercial Truck & Industrial segment. The company has recognized cumulative costs of approximately $7 million, primarily severance benefits, as of December 31, 2012, of which approximately $5 million was recognized in fiscal year 2012 and $2 million was recognized in the first quarter of fiscal year 2013. The remaining restructuring costs for this program are expected to be incurred in fiscal year 2013.
Remanufacturing Consolidation: During the first quarter of fiscal year 2013, the company also announced the planned consolidation of its remanufacturing operations in the Aftermarket & Trailer segment resulting in the upcoming closure of one remanufacturing plant in Canada. The closure will result in the elimination of 85 hourly positions which include approximately 65 positions which will be transferred to the company's facility in Indiana. The company expects to incur approximately $7 million of restructuring costs in relation to this program related to employee severance and lease terminations. During the quarter ended December 31, 2012, the company recorded employee severance charges of approximately $3 million.
Segment Reorganization: On November 12, 2012, the company announced a revised management reporting structure resulting in two business segments to drive efficiencies. In the first quarter of fiscal year 2013, the company recognized approximately $1 million of restructuring costs in its Aftermarket & Trailer segment associated with this action. On January 8, 2013, the company announced restructuring actions related to its business segment rationalization (see Note 23). The company currently estimates charges in the range of $15 million to $25 million associated with these restructuring actions, which are expected to be completed over the next 12 to 18 months. Of these charges, $15 million are expected to be for employee severance costs associated with the elimination of 200 salaried positions (including contract employees), with the remainder associated with a lease termination and other costs.

10

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Performance Plus: During fiscal year 2007, the company launched a long-term profit improvement and cost reduction initiative called “Performance Plus.” As part of this program, the company identified significant restructuring actions which would eliminate up to 2,800 positions in North America and Europe and consolidate and combine certain global facilities. The company’s continuing operations recognized restructuring costs in its Commercial Truck & Industrial business segment of $23 million in the first three months of fiscal year 2012 related to Performance Plus. These costs include $19 million of non-cash charges, including an impairment charge of $17 million for assets held for sale at December 31, 2011. In connection with the then planned sale of St. Priest, France manufacturing facility to Renault Trucks SAS, the company classified certain assets and associated liabilities as held for sale (collectively the “Disposal Group”) at December 31, 2011. Upon comparing the carrying value of the Disposal Group to its fair value less cost to sell, an impairment was identified. The sale of Disposal Group was completed on January 2, 2012. In addition, other restructuring charges of approximately $4 million associated with employee headcount reduction and plant rationalization costs were recognized in connection with the sale of St. Priest facility.
Cumulative restructuring costs recorded for this program as of December 31, 2012 are $186 million, including $93 million reported in discontinued operations in the consolidated statement of operations. These costs primarily relate to employee severance and related costs of $117 million, asset impairment charges of $41 million and $28 million primarily associated with pension termination benefits. The company’s Commercial Truck & Industrial segment has recognized cumulative restructuring costs associated with Performance Plus of $82 million. Cumulative restructuring costs of $11 million were recognized by corporate locations and the company’s Aftermarket & Trailer segment. All restructuring actions associated with Performance Plus were complete as of September 30, 2012.
7. Other Income, Net
     Other income, net for the quarter ended December 31, 2011 included a $3 million non-operating gain related to the sale of the company’s remaining ownership interest in Gabriel India, Ltd during the prior year's first fiscal quarter. The company’s ownership interest in Gabriel India, Ltd was a legacy investment accounted for under the cost method that the company deemed non-core upon the completion of the sale of its light vehicle businesses.
8. Income Taxes
     For each interim reporting period, the company makes an estimate of the effective tax rate expected to be applicable for the full fiscal year pursuant to FASB Accounting Standards Codification (ASC) Topic 740-270, “Accounting for Income Taxes in Interim Periods.” The rate so determined is used in providing for income taxes on a year-to-date basis. Jurisdictions with a projected loss for the year or an actual year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of including these jurisdictions on the quarterly effective rate calculation could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.
     Income tax expense (benefit) is allocated between continuing operations, discontinued operations and other comprehensive income (OCI). Such allocation is applied by tax jurisdiction, and in periods in which there is a pre-tax loss from continuing operations and pre-tax income in another category, such as discontinued operations or OCI, income tax expense is allocated to the other sources of income, with a related benefit recorded in continuing operations.
     For the first quarter of fiscal years 2013 and 2012, the company had approximately $31 million and $54 million, respectively, of net pre-tax losses in tax jurisdictions in which a tax benefit is not recorded. Losses arising from these jurisdictions resulted in increasing the valuation allowance, rather than reducing income tax expense.
9. Accounts Receivable Factoring & Securitization
     Off-balance sheet arrangements 
Swedish Factoring Facility: The company has an arrangement to sell trade receivables due from AB Volvo through one of its European subsidiaries. Under this arrangement, which was renewed on June 19, 2012 and which now terminates on June 28, 2013, the company can sell up to, at any point in time, €150 million of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the consolidated balance sheet. The company had utilized €135 million ($179 million) and €119 million ($154 million) of this accounts receivable factoring facility as of December 31, 2012 and September 30, 2012, respectively.

11

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

U.S. Factoring Facility: The company has an arrangement to sell trade receivables from AB Volvo and its subsidiaries. Under this arrangement, which was renewed in September 28, 2012, and which now terminates on October 29, 2013, the company can sell up to, at any point in time, €65 million ($86 million) of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the consolidated balance sheet. The company had utilized €46 million ($61 million) and €51 million ($66 million) of this accounts receivable factoring facility as of December 31, 2012 and September 30, 2012, respectively.
     The above facilities are backed by 364-day liquidity commitments from Nordea Bank which were renewed through October 2013. The commitments are subject to standard terms and conditions for these types of arrangements.
     United Kingdom Factoring Facility: The company entered into an arrangement to sell trade receivables from AB Volvo and its European subsidiaries through one of its United Kingdom subsidiaries. Under this arrangement, which was renewed on January 24, 2013 and now expires in February 2018, the company can sell up to, at any point in time, €25 million of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the consolidated balance sheet. The company had utilized €11 million ($14 million) and €9 million ($12 million) of this accounts receivable factoring facility as of December 31, 2012 and September 30, 2012, respectively. The commitment is subject to standard terms and conditions for these types of arrangements including a sole discretion clause whereby the bank retains the right to not purchase receivables, which has not been invoked since the inception of the program.
     Italy Factoring Facility: The company entered into an arrangement to sell trade receivables from AB Volvo and its European subsidiaries through one of its Italian subsidiaries. Under this arrangement, which expires in June 2017, the company can sell up to, at any point in time, €30 million of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the consolidated balance sheet. The company had utilized €11 million ($14 million) and €13 million ($16 million)of this accounts receivable factoring facility as of December 31, 2012 and September 30, 2012. The commitment is subject to standard terms and conditions for these types of arrangements including a sole discretion clause whereby the bank retains the right to not purchase receivables, which has not been invoked since the inception of the program.
     In addition, several of the company’s subsidiaries, primarily in Europe, factor eligible accounts receivable with financial institutions. Certain receivables are factored without recourse to the company and are excluded from accounts receivable in the consolidated balance sheet. The amount of factored receivables excluded from accounts receivable was $22 million and $7 million at December 31, 2012 and September 30, 2012, respectively.
     Total costs associated with all of the off-balance sheet arrangements described above were $1 million and $3 million in the three months ended December 31, 2012 and 2011, respectively, and are included in selling, general and administrative expenses in the consolidated statement of operations.
     On-balance sheet arrangements
The company has a $100 million U.S. accounts receivables securitization facility, which expires on June 18, 2015. This program is provided by PNC Bank, National Association (PNC), as Administrator, Market Street Funding, LLC, and the other Purchasers and Purchaser Agents from time to time (participating lenders), which are party to the agreement. Under this program, the company has the ability to sell an undivided percentage ownership interest in substantially all of its trade receivables (excluding the receivables due from AB Volvo and subsidiaries eligible for sale under the U.S. Factoring Facility) of certain U.S. subsidiaries to ArvinMeritor Receivables Corporation (ARC), a wholly-owned, special purpose subsidiary. ARC funds these purchases with borrowings from participating lenders under a loan agreement. This program also includes a letter of credit facility pursuant to which ARC may request the issuance of letters of credit issued for the company's U.S. subsidiaries (originators) or their designees, which when issued will constitute a utilization of the facility for the amount of letters of credit issued. Amounts outstanding under this agreement are collateralized by eligible receivables purchased by ARC and are reported as short-term debt in the consolidated balance sheet. At December 31, 2012, no amounts, including letters of credit, were outstanding under this program. This program contains a financial covenant related to the company's priority-debt-to-EBITDA ratio, which is the same as the corresponding covenant in the company's revolving credit facility as it exists on the date of the agreement and a cross default to the revolving credit facility.

12

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

10. Operating Cash Flow
The reconciliation of net income to cash flows provided by (used for) operating activities is as follows (in millions):
 
Three Months Ended
December 31,
 
2012
 
2011
OPERATING ACTIVITIES
 
 
 
Net loss
$
(21
)
 
$
(18
)
Less: Loss from discontinued operations, net of tax
(5
)
 
(9
)
Loss from continuing operations
(16
)
 
(9
)
Adjustments to income from continuing operations to arrive at cash provided by (used for) operating activities:
 
 
 
Depreciation and amortization
16

 
17

Restructuring costs
6

 
24

Loss on debt extinguishment
5

 

Equity in earnings of affiliates
(9
)
 
(15
)
Pension and retiree medical expense
10

 
14

Other adjustments to income from continuing operations
4

 
4

Dividends received from affiliates
3

 
3

Pension and retiree medical contributions
(15
)
 
(25
)
Restructuring payments
(5
)
 
(7
)
Changes in off-balance sheet accounts receivable factoring
33

 
77

Changes in assets and liabilities, excluding effects of acquisitions, divestitures, foreign currency adjustments and discontinued operations
(113
)
 
(75
)
Operating cash flows provided by (used for) continuing operations
(81
)
 
8

Operating cash flows used for discontinued operations
(10
)
 
(3
)
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
$
(91
)
 
$
5


13

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11. Inventories
Inventories are stated at the lower of cost (using FIFO or average methods) or market (determined on the basis of estimated realizable values) and are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Finished goods
$
196

 
$
185

Work in process
48

 
48

Raw materials, parts and supplies
219

 
205

Total
$
463

 
$
438


12. Other Current Assets
     Other current assets are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Current deferred income tax assets, net
$
23

 
$
27

Asbestos-related recoveries (see Note 20)
11

 
11

Deposits and collateral
5

 
4

Prepaid and other
17

 
19

Other current assets
$
56

 
$
61

13. Net Property
     Net property is summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Property at cost:
 
 
 
Land and land improvements
$
39

 
$
39

Buildings
254

 
253

Machinery and equipment
912

 
909

Company-owned tooling
155

 
156

Construction in progress
61

 
65

Total
1,421

 
1,422

Less accumulated depreciation
(1,014
)
 
(1,005
)
Net property
$
407

 
$
417


14

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14. Other Assets
     Other assets are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Investments in non-consolidated joint ventures
$
173

 
$
169

Asbestos-related recoveries (see Note 20)
63

 
63

Non-current deferred income tax assets, net
13

 
12

Unamortized debt issuance costs
31

 
29

Capitalized software costs, net
30

 
29

Prepaid pension costs
11

 
11

Other
39

 
40

Other assets
$
360

 
$
353

In accordance with FASB ASC Topic 350-40, costs relating to internally developed or purchased software in the preliminary project stage and the post-implementation stage are expensed as incurred. Costs in the application development stage that meet the criteria for capitalization are capitalized and amortized using the straight-line basis over the estimated economic useful life of the software.
The company holds a variable interest in a joint venture accounted for under the equity method of accounting. The joint venture manufactures components for commercial vehicle applications primarily on behalf of the company. The variable interest relates to a supply arrangement between the company and the joint venture whereby the company supplies certain components to the joint venture on a cost-plus basis. The company is not the primary beneficiary of the joint venture, as the joint venture partner has shared or absolute control over key manufacturing operations, labor relationships, financing activities and certain other functions of the joint venture. Therefore, the company does not consolidate the joint venture. At December 31, 2012, the company’s investment in the joint venture was $38 million representing the company’s maximum exposure to loss. This amount is included in investments in non-consolidated joint ventures in the table above.
15. Other Current Liabilities
     Other current liabilities are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Compensation and benefits
$
119

 
$
136

Income taxes
10

 
15

Taxes other than income taxes
36

 
41

Accrued interest
20

 
5

Product warranties
16

 
16

Restructuring (see Note 6)
12

 
11

Asbestos-related liabilities (see Note 20)
19

 
19

Other
65

 
70

Other current liabilities
$
297

 
$
313


The company records estimated product warranty costs at the time of shipment of products to customers. Warranty reserves are primarily based on factors that include past claims experience, sales history, product manufacturing and engineering changes and industry developments. Liabilities for product recall campaigns are recorded at the time the company’s obligation is known and can be reasonably estimated. Product warranties, including recall campaigns, not expected to be paid within one year are recorded as a non-current liability.


15

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

A summary of the changes in product warranties is as follows (in millions):
 
Three Months Ended
December 31,
 
2012
 
2011
Total product warranties – beginning of period
$
44

 
$
48

Accruals for product warranties
5

 
4

Payments
(3
)
 
(4
)
Change in estimates and other
(2
)
 
(1
)
Total product warranties – end of period
44

 
47

Less: Non-current product warranties
(28
)
 
(29
)
Product warranties – current
$
16

 
$
18

16. Other Liabilities
Other liabilities are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Asbestos-related liabilities (see Note 20)
$
93

 
$
93

Non-current deferred income tax liabilities
99

 
101

Liabilities for uncertain tax positions
27

 
27

Product warranties (see Note 15)
28

 
28

Environmental
13

 
10

Indemnity obligations
30

 
32

Other
43

 
47

Other liabilities
$
333

 
$
338

17. Long-Term Debt
     Long-Term Debt, net of discounts where applicable, is summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
8-1/8 percent notes due 2015
$
250

 
$
250

10-5/8 percent notes due 2018 (net of original issuance discount of $3)
247

 
247

4.625 percent convertible notes due 2026(1)
55

 
300

4.0 percent convertible notes due 2027(1)
200

 
200

7-7/8 percent convertible notes due 2026(1) (net of original issuance discount of $25)
225

 

Term loan
98

 
98

Lines of credit and other
18

 
13

Unamortized gain on interest rate swap termination
9

 
10

Unamortized discount on convertible notes
(47
)
 
(58
)
Subtotal
1,055

 
1,060

Less: current maturities
(23
)
 
(18
)
Long-term debt
$
1,032

 
$
1,042

(1) 
The 4.625 percent, 4.0 percent and 7.875 percent convertible notes contain a put and call feature, which allows for earlier redemption beginning in 2016, 2019 and 2020 respectively.

16

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Revolving Credit Facility
 On April 23, 2012, the company amended and restated its revolving credit facility. Pursuant to the revolving credit facility agreement as amended, the company has a $429 million revolving credit facility, $14 million of which matures in January 2014 for a bank not electing to extend its commitments under the revolving credit facility existing at March 31, 2012 and the remaining $415 million of which matures in April 2017. The April 2017 maturity date is also subject to the following springing maturity condition: if on June 1, 2015, the outstanding principal amount of the company's $250 million bonds due 2015 is greater than $100 million, the maturity date becomes June 10, 2015. The availability under this facility is dependent upon various factors, including principally performance against certain financial covenants as highlighted below.
  The availability under the revolving credit facility is subject to certain financial covenants based on (i) the ratio of the company's priority debt (consisting principally of amounts outstanding under the revolving credit facility, U.S. accounts receivable securitization and factoring programs, and third-party non-working capital foreign debt) to EBITDA and (ii) the amount of annual capital expenditures. The company is required to maintain a total priority-debt-to-EBITDA ratio, as defined in the agreement, of (i) 2.50 to 1.00 as of the last day of the fiscal quarter commencing with the fiscal quarter ending on or about March 31, 2012 through and including the fiscal quarter ending on or about September 30, 2012, (ii) 2.25 to 1.00 as of the last day of each fiscal quarter commencing with the fiscal quarter ending on or about December 31, 2012 through and including the fiscal quarter ending on or about September 30, 2013, and (iii) 2.00 to 1.00 as of the last day of each fiscal quarter thereafter. At December 31, 2012, the company was in compliance with all covenants under its credit agreement with a ratio of approximately 0.57x for the priority debt-to-EBITDA covenant.
     Availability under the amended and extended revolving credit facility is also subject to a collateral test, pursuant to which borrowings on the revolving credit facility cannot exceed 1.0x the collateral test value. The collateral test is performed on a quarterly basis. At December 31, 2012, the revolving credit facility was collateralized by approximately $586 million of the company's assets, primarily consisting of eligible domestic U.S. accounts receivable, inventory, plant, property and equipment, intellectual property and the company's investment in all or a portion of certain of its wholly-owned subsidiaries.
     Borrowings under the revolving credit facility are subject to interest based on quoted LIBOR rates plus a margin and a commitment fee on undrawn amounts, both of which are based upon the company's current corporate credit rating for senior secured facilities. At December 31, 2012, the margin over LIBOR rate was 425 basis points and the commitment fee was 50 basis points. Although a majority of our revolving credit loans are LIBOR based, overnight revolving credit loans are at the prime rate plus a margin of 325 basis points.
Certain of the company's subsidiaries, as defined in the credit agreement, irrevocably and unconditionally guarantee amounts outstanding under the revolving credit facility. Similar subsidiary guarantees are provided for the benefit of the holders of the publicly-held notes outstanding under the company's indentures (see Note 24).
No borrowings were outstanding under the revolving credit facility at December 31, 2012 and September 30, 2012. The amended and extended revolving credit facility includes $100 million of availability for the issuance of letters of credit. At September 30, 2012, $1 million of letters of credit were outstanding under the revolving credit facility. No letters of credit were outstanding on December 31, 2012.
 Convertible Securities
In December 2012, the company issued $250 million of 7.875 percent convertible senior unsecured notes due 2026 (the “Notes”). The Notes were sold by the company to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933. The Notes have an initial principal amount of $900 per note and will accrete to $1,000 per note on December 1, 2020 at an effective interest rate of 10.9 percent. Net proceeds received by the company, after issuance costs and discounts, were approximately $220 million.
The company will pay 7.875% cash interest on the principal amount at maturity of the Notes semi-annually in arrears on June 1 and December 1 of each year to holders of record at the close of business on the preceding May 15 and November 15, respectively, and at maturity to the holders that present the Notes for payment. Interest will accrue on the principal amount at maturity thereof from and including the date the Notes are issued or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date. Cash interest at a rate of 7.875 percent per annum on the principal amount at maturity of the convertible notes from the date of issuance through maturity is payable semi-annually in arrears on June 1 and December 1 of each year.

17

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the company's subsidiaries. The Notes are senior unsecured obligations and rank equally in right of payment with all of the company's existing and future senior unsecured indebtedness and are junior to any of the company existing and future secured indebtedness.
The Notes will be convertible in certain circumstances into cash up to the principal amount at maturity of the Note surrendered for conversion and, if applicable, shares of the company's common stock (subject to a conversion share cap as described below), based on an initial conversion rate, subject to adjustment, equivalent to 83.3333 shares per $1,000 principal amount at maturity of Notes (which represents an initial conversion price of $12.00 per share), only under the following circumstances:
(1) Prior to June 1, 2025, during any calendar quarter after the calendar quarter ending December 31, 2012, if the closing sale price of the Company's common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter;
(2) Prior to June 1, 2025, during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount at maturity of Notes was equal to or less than 97% of the conversion value of the Notes on each trading day during such five consecutive trading day period;
(3) Prior to June 1, 2025, if the company has called the Notes for redemption;
(4) Prior to June 1, 2025, upon the occurrence of specified corporate transactions; or
(5) At any time on or after June 1, 2025.
On or after December 1, 2020, the company may redeem the Notes at its option, in whole or in part, at a redemption price in cash equal to 100% of the principal amount at maturity of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Further, holders may require the company to purchase all or a portion of their Notes at a purchase price in cash equal to 100% of the principal amount at maturity of the Notes to be purchased, plus accrued and unpaid interest, on December 1, 2020 or upon certain fundamental changes. The maximum number of shares of common stock those Notes are convertible into is 19,208,404 shares.
The company used the net proceeds of approximately $220 million from the offering of the Notes (after discounts and issuance costs) and additional cash to acquire a portion of its outstanding 4.625% convertible senior notes due 2026 (the “4.625% notes”) in transactions that settled concurrently with the closing of the 7.875% note offering. Approximately $245 million of $300 million principal amount of the 4.625% notes were acquired for an aggregate purchase price of approximately $236 million (including accrued interest). The company recognized a loss on debt extinguishment of $5 million.
Accounting guidance requires that cash-settled convertible debt, such as the company's 7.875 percent convertible senior unsecured notes due 2026, be separated into debt and equity components at issuance and a value be assigned to each. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. The company measures the debt component at fair value by utilizing a discounted cash flow model. This model utilizes observable inputs such as contractual repayment terms, benchmark forward yield curves, and yield curves and quoted market prices of its own nonconvertible debt. The yield curves are acquired from an independent source that is widely used in the financial industry reviewed internally by personnel with appropriate expertise in valuation methodologies. The estimated fair value of the debt component of the Notes was $216 million (Level 2). The amount of the equity component recognized was $9 million.
Term Loan
     As part of the amendment and restatement of the revolving credit facility, on April 23, 2012 the company entered into a $100 million term loan agreement with a maturity date of April 23, 2017. The maturity date of April 23, 2017 is also subject to the springing maturity condition discussed under "Revolving Credit Facility" above. The term loan will amortize over a period of 5 years from the effective date as follows: $5 million principal to be repaid during year one, $10 million principal to be repaid in each of the years two, three and four; and the remaining principal balance to be paid in year five. Payments will be made on a quarterly basis for the duration of the term loan. As of December 31, 2012, the margin over LIBOR rate was 425 basis points. The company has the ability to prepay the term loan at any time without penalty or premium. At December 31, 2012, the outstanding balance on the term loan was $98 million.

18

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Capital Leases
     On March 20, 2012, the company entered into an arrangement to finance equipment acquisitions for various U.S. locations. Under this arrangement, the company can request financing from GE Capital Commercial, Inc. (GE Capital) for progress payments for equipment under construction, not to exceed $10 million at any point in time. The financing rate is equal to the 30-day LIBOR plus 575 basis points per annum. Under this arrangement, the company can also enter into lease arrangements with GE Capital for completed equipment. The lease term is 60 months and the lease interest rate is equal to the 5-year Swap Rate published by the Federal Reserve Board plus 564 basis points. As of December 31, 2012, the company had $11 million outstanding under these arrangements.
Letter of Credit Facilities
The company entered into a five-year credit agreement dated as of November 18, 2010 with Citicorp USA, Inc., as administrative agent and issuing bank, the other lenders party thereto and the Bank of New York Mellon, as paying agent. Under the terms of this credit agreement, as amended, the company has the right to obtain the issuance, renewal, extension and increase of letters of credit up to an aggregate availability of $30 million. This facility contains covenants and events of default generally similar to those existing in our public debt indentures. There were $24 million and $30 million of letters of credit outstanding under this facility at December 31, 2012 and September 30, 2012, respectively. In addition, the company had another $18 million of letters of credit outstanding through other letter of credit facilities at both December 31, 2012 and September 30, 2012.
Accounts Receivable Securitization
 
The company has a $100 million U.S. accounts receivables securitization facility, which expires on June 18, 2015. This program is provided by PNC Bank, National Association (PNC), as Administrator, Market Street Funding, LLC, and the other Purchasers and Purchaser Agents from time to time (participating lenders), which are party to the agreement. Under this program, the company has the ability to sell an undivided percentage ownership interest in substantially all of its trade receivables (excluding the receivables due from AB Volvo and subsidiaries eligible for sale under the U.S. Factoring Facility) of certain U.S. subsidiaries to ArvinMeritor Receivables Corporation (ARC), a wholly-owned, special purpose subsidiary. ARC funds these purchases with borrowings from participating lenders under a loan agreement. This program also includes a letter of credit facility pursuant to which ARC may request the issuance of letters of credit issued for the company's U.S. subsidiaries (originators) or their designees, which when issued will constitute a utilization of the facility for the amount of letters of credit issued. Amounts outstanding under this agreement are collateralized by eligible receivables purchased by ARC and are reported as short-term debt in the consolidated balance sheet. At December 31, 2012, no amounts, including letters of credit, were outstanding under this program. This program contains a financial covenant related to the company's priority-debt-to-EBITDA ratio, which is identical to the corresponding covenant in the company's revolving credit facility as it exists on the date of the agreement. In addition, this securitization program contains and a cross default to the company's revolving credit facility. The weighted average interest rate on borrowings under this arrangement was approximately 1.55 percent at December 31, 2012.
18. Financial Instruments
     Fair values of financial instruments are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Cash and cash equivalents
$
139

 
$
139

 
$
257

 
$
257

Short-term debt
23

 
23

 
18

 
17

Long-term debt
1,032

 
1,050

 
1,042

 
1,036

Foreign exchange forward contracts (asset)
1

 
1

 
3

 
3

Foreign exchange forward contracts (liability)
1

 
1

 
1

 
1


19

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Fair Value
The current FASB 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 instruments (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 inputs use quoted prices in active markets for identical instruments.
 
Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar instruments in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related instrument.
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 company's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
Fair value of financial instruments by the valuation hierarchy at December 31, 2012 is as follows (in millions):
 
Level 1
 
Level 2
 
Level 3
Short-term debt
$

 
$

 
$
23

Long-term debt

 
958

 
92

Foreign exchange forward contracts (asset)

 
1

 

Foreign exchange forward contracts (liability)

 
1

 


Cash and cash equivalents — All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. The carrying value approximates fair value because of the short maturity of these instruments. The company did not have any cash equivalents at December 31, 2012 or September 30, 2012.
     Short- and Long-term debt — Fair values are based on transaction prices at public exchange for publicly traded debt. For debt instruments that are not publicly traded, fair values are based on interest rates that would be currently available to the company for issuance of similar types of debt instruments with similar terms and remaining maturities.
Foreign exchange forward contracts — The company uses foreign exchange forward purchase and sale contracts with terms of one year or less to hedge its exposure to changes in foreign currency exchange rates. The fair value of foreign exchange forward contracts is based on a model which incorporates observable inputs including quoted spot rates, forward exchange rates and discounted future expected cash flows utilizing market interest rates with similar quality and maturity characteristics.
19. Retirement Benefit Liabilities
     Retirement benefit liabilities consisted of the following (in millions):
 
December 31,
2012
 
September 30,
2012
Retiree medical liability
$
556

 
$
559

Pension liability
538

 
540

Other
24

 
24

Subtotal
1,118

 
1,123

Less: current portion (included in compensation and benefits, Note 15)
(48
)
 
(48
)
Retirement benefit liabilities
$
1,070

 
$
1,075



20

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The components of net periodic pension and retiree medical expense included in continuing operations for the three months ended December 31 are as follows:
 
2012
 
2011
 
Pension
 
Retiree Medical
 
Pension
 
Retiree Medical
Service cost
$
1

 
$

 
$
1

 
$

Interest cost
21

 
5

 
23

 
6

Assumed return on plan assets
(29
)
 

 
(26
)
 

Amortization of prior service costs

 
(2
)
 

 
(2
)
Recognized actuarial loss
7

 
7

 
5

 
7

Total expense
$

 
$
10

 
$
3

 
$
11

20. Contingencies
Environmental
     Federal, state and local requirements relating to the discharge of substances into the environment, the disposal of hazardous wastes and other activities affecting the environment have, and will continue to have, an impact on the operations of the company. The process of estimating environmental liabilities is complex and dependent upon evolving physical and scientific data at the sites, uncertainties as to remedies and technologies to be used and the outcome of discussions with regulatory agencies. The company records liabilities for environmental issues in the accounting period in which they are considered to be probable and the cost can be reasonably estimated. At environmental sites in which more than one potentially responsible party has been identified, the company records a liability for its allocable share of costs related to its involvement with the site, as well as an allocable share of costs related to insolvent parties or unidentified shares. At environmental sites in which Meritor is the only potentially responsible party, the company records a liability for the total probable and estimable costs of remediation before consideration of recovery from insurers or other third parties.
     The company has been designated as a potentially responsible party at nine Superfund sites, excluding sites as to which the company’s records disclose no involvement or as to which the company’s liability has been finally determined. Management estimates the total reasonably possible costs the company could incur for the remediation of Superfund sites at December 31, 2012 to be approximately $19 million, of which $3 million is recorded as a liability. Included in reasonably possible amounts are estimates for certain remediation actions that may be required if current actions are deemed inadequate by the regulators.
     In addition to the Superfund sites, various other lawsuits, claims and proceedings have been asserted against the company, alleging violations of federal, state and local environmental protection requirements, or seeking remediation of alleged environmental impairments, principally at previously disposed-of properties. For these matters, management has estimated the total reasonably possible costs the company could incur at December 31, 2012 to be approximately $43 million, of which $18 million is recorded as a liability.
     Included in the company’s environmental liabilities are costs for on-going operation, maintenance and monitoring at environmental sites in which remediation has been put into place. This liability is discounted using discount rates in the range of 0.25 to 3 percent and is approximately $10 million at December 31, 2012. The undiscounted estimate of these costs is approximately $11 million.
     Following are the components of the Superfund and non-Superfund environmental reserves (in millions):
 
Superfund Sites
 
Non-Superfund Sites
 
Total
Balance at September 30, 2012
$
2

 
$
15

 
$
17

Payments and other

 
(2
)
 
(2
)
Accruals(1)
1

 
5

 
6

Balance at December 31, 2012
$
3

 
$
18

 
$
21


(1)
Includes $5 million recognized in loss from discontinued operations in the consolidated statement of operations.

21

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Environmental reserves are included in Other Current Liabilities and Other Liabilities (see Note 16) in the consolidated balance sheet.
     The actual amount of costs or damages for which the company may be held responsible could materially exceed the foregoing estimates because of uncertainties, including the financial condition of other potentially responsible parties, the success of the remediation, discovery of new contamination and other factors that make it difficult to predict actual costs accurately. However, based on management’s assessment, after consulting with outside advisors that specialize in environmental matters, and subject to the difficulties inherent in estimating these future costs, the company believes that its expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection and other expenditures for the resolution of environmental claims will not have a material effect on the company’s business, financial condition or results of operations. In addition, in future periods, new laws and regulations, changes in remediation plans, advances in technology and additional information about the ultimate clean-up remedies could significantly change the company’s estimates. Management cannot assess the possible effect of compliance with future requirements.
Asset Retirement Obligations
The company has identified conditional asset retirement obligations for which a reasonable estimate of fair value could not be made because the potential settlement dates cannot be determined at this time. Due to the long term, productive nature of the company’s manufacturing operations, absent plans or expectations of plans to initiate asset retirement activities, the company was not able to reasonably estimate the settlement date for the related obligations. Therefore, the company has not recognized conditional asset retirement obligations for which there are no plans or expectations of plans to retire the asset.
Asbestos
     Maremont Corporation (“Maremont”), a subsidiary of Meritor, manufactured friction products containing asbestos from 1953 through 1977, when it sold its friction product business. Arvin Industries, Inc., a predecessor of the company, acquired Maremont in 1986. Maremont and many other companies are defendants in suits brought by individuals claiming personal injuries as a result of exposure to asbestos-containing products. Maremont had approximately 5,000 pending asbestos-related claims at December 31, 2012 and September 30, 2012. Although Maremont has been named in these cases, in the cases where actual injury has been alleged, very few claimants have established that a Maremont product caused their injuries. Plaintiffs’ lawyers often sue dozens or even hundreds of defendants in individual lawsuits on behalf of hundreds or thousands of claimants, seeking damages against all named defendants irrespective of the disease or injury and irrespective of any causal connection with a particular product. For these reasons, Maremont does not consider the number of claims filed or the damages alleged to be a meaningful factor in determining its asbestos-related liability.
     Maremont’s asbestos-related reserves and corresponding asbestos-related recoveries are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Pending and future claims
$
75

 
$
75

Asbestos-related insurance recoveries
67

 
67

A portion of the asbestos-related recoveries and reserves are included in Other Current Assets and Liabilities, with the majority of the amounts recorded in Other Assets and Liabilities (see Notes 12, 14, 15 and 16).
     Prior to February 2001, Maremont participated in the Center for Claims Resolution (“CCR”) and shared with other CCR members in the payment of defense and indemnity costs for asbestos-related claims. The CCR handled the resolution and processing of asbestos claims on behalf of its members until February 2001, when it was reorganized and discontinued negotiating shared settlements. Since the CCR was reorganized in 2001, Maremont has handled asbestos-related claims through its own defense counsel and has taken a more aggressive defensive approach that involves examining the merits of each asbestos-related claim. Although the company expects legal defense costs to continue at higher levels than when it participated in the CCR, the company believes its litigation strategy has reduced the average indemnity cost per claim.

22

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Pending and Future Claims: Maremont engages Bates White LLC (Bates White), a consulting firm with extensive experience estimating costs associated with asbestos litigation, to assist with determining the estimated cost of resolving pending and future asbestos-related claims that have been, and could reasonably be expected to be, filed against Maremont. Bates White prepares these cost estimates annually in September. Although it is not possible to estimate the full range of costs because of various uncertainties, Bates White advised Maremont that it would be possible to determine an estimate of a reasonable forecast of the cost of the probable settlement and defense costs of resolving pending and future asbestos-related claims, based on historical data and certain assumptions with respect to events that may occur in the future.
     Bates White provided an estimate of the reasonably possible range of Maremont’s obligation for asbestos personal injury claims over the next ten years of $72 million to $88 million. Maremont recognized a liability of $72 million at September 30, and December 31, 2012. The ultimate cost of resolving pending and future claims is estimated based on the history of claims and expenses for plaintiffs represented by law firms in jurisdictions with an established history with Maremont.
     Assumptions: The following assumptions were made by Maremont after consultation with Bates White and are included in their study:
Pending and future claims were estimated for a ten-year period ending in fiscal year 2022. The ten-year assumption is considered appropriate as Maremont has reached certain longer-term agreements with key plaintiff law firms and filings of mesothelioma claims have been relatively stable over the last few years resulting in an improvement in the reliability of future projections over a longer time period;
Maremont believes that the litigation environment will change significantly beyond ten years and that the reliability of estimates of future probable expenditures in connection with asbestos-related personal injury claims will decline for each year further in the future. As a result, estimating a probable liability beyond ten years is difficult and uncertain;
Defense and processing costs for pending and future claims filed outside of Madison County, Illinois will be at the level consistent with Maremont’s prior experience;
Potential payments made to claimants from other sources, including other defendants and 524(g) trusts favorably impact the company's estimated liability in the future; and
The ultimate indemnity cost of resolving nonmalignant claims with plaintiffs’ law firms in jurisdictions without an established history with Maremont cannot be reasonably estimated.
Recoveries: Maremont has insurance that reimburses a substantial portion of the costs incurred defending against asbestos-related claims. The coverage also reimburses Maremont for any indemnity paid on those claims. The coverage is provided by several insurance carriers based on insurance agreements in place. Incorporating historical information with respect to buy-outs and settlements of coverage, and excluding any policies in dispute, the insurance receivable related to asbestos-related liabilities is $67 million as of December 31, 2012. The difference between the estimated liability and insurance receivable is primarily related to proceeds received from settled insurance policies. Certain insurance policies have been settled in cash prior to the ultimate settlement of the related asbestos liabilities. Amounts received from insurance settlements generally reduce recorded insurance receivables. Receivables for policies in dispute are not recorded.
     The amounts recorded for the asbestos-related reserves and recoveries from insurance companies are based upon assumptions and estimates derived from currently known facts. All such estimates of liabilities and recoveries for asbestos-related claims are subject to considerable uncertainty because such liabilities and recoveries are influenced by variables that are difficult to predict. The future litigation environment for Maremont could change significantly from its past experience, due, for example, to changes in the mix of claims filed against Maremont in terms of plaintiffs’ law firm, jurisdiction and disease; legislative or regulatory developments; Maremont’s approach to defending claims; or payments to plaintiffs from other defendants. Estimated recoveries are influenced by coverage issues among insurers and the continuing solvency of various insurance companies. If the assumptions with respect to the estimation period, nature of pending and future claims, the cost to resolve claims and the amount of available insurance prove to be incorrect, the actual amount of liability for Maremont’s asbestos-related claims, and the effect on the company, could differ materially from current estimates and, therefore, could have a material impact on the company’s financial condition and results of operations.

23

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Rockwell International (Rockwell) — ArvinMeritor, Inc. (AM), a subsidiary of Meritor, along with many other companies, has also been named as a defendant in lawsuits alleging personal injury as a result of exposure to asbestos used in certain components of Rockwell products many years ago. Liability for these claims was transferred at the time of the spin-off of the automotive business from Rockwell in 1997. At December 31, 2012 and September 30, 2012, there were approximately 2,500 pending active asbestos claims in lawsuits that name AM, together with many other companies, as defendants. A significant portion of the claims do not identify any of Rockwell’s products or specify which of the claimants, if any, were exposed to asbestos attributable to Rockwell’s products, and past experience has shown that the vast majority of the claimants will likely never identify any of Rockwell’s products. Historically, AM has been dismissed from the vast majority of similar claims filed in the past with no payment to claimants. For those claimants who do show that they worked with Rockwell’s products, management nevertheless believes it has meritorious defenses, in substantial part due to the integrity of the products involved and the lack of any impairing medical condition on the part of many claimants. For these reasons, the company does not consider the number of claims filed or the damages alleged to be a meaningful factor in determining asbestos-related liabilities. The company defends these cases vigorously.
     Rockwell's asbestos-related reserves and corresponding asbestos-related recoveries are summarized as follows (in millions):
 
December 31,
2012
 
September 30,
2012
Pending and future claims
$
37

 
$
37

Asbestos-related insurance recoveries
7

 
7

The company engages Bates White to assist with determining whether it would be possible to estimate the cost of resolving pending and future Rockwell legacy asbestos-related claims that have been, and could reasonably be expected to be, filed against the company. Bates White provided an estimate of the reasonably possible range of Rockwell’s obligation for asbestos personal injury claims over the next ten years of $37 million to $45 million. The company recognized a liability of $37 million at December 31 and September 30, 2012. The ultimate cost of resolving pending and future claims is estimated based on the history of claims and expenses for plaintiffs represented by law firms in jurisdictions with an established history with Rockwell.

The following assumptions were made by the company after consultation with Bates White and are included in their study:
Pending and future claims were estimated for a ten-year period ending in fiscal year 2022. The ten year assumption is considered appropriate as Rockwell has reached certain longer-term agreements with key plaintiff law firms. In addition, filings of mesothelioma claims have been relatively stable over the last few years resulting in an improvement in the reliability of future projections over a longer time period;
The company believes that the litigation environment will change significantly beyond ten years, and that the reliability of estimates of future probable expenditures in connection with asbestos-related personal injury claims declines for each year further in the future. As a result, estimating a probable liability beyond ten years is difficult and uncertain;
Defense and processing costs for pending and future claims will be at the level consistent with the company's longer-term experience and will not have the significant volatility experienced in the recent years;
Potential payments made to claimants from other sources, including other defendants and 524(g) trusts favorably impact the company's estimated liability in the future; and
The ultimate indemnity cost of resolving nonmalignant claims with plaintiff’s law firms in jurisdictions without an established history with Rockwell cannot be reasonably estimated.

In addition to the probable liability for pending and future claims discussed above, the company also recognized a liability of approximately $7 million in fiscal year 2012 associated with a previously disclosed asbestos-related claim (Gordon Bankhead) which was settled during the fourth quarter of fiscal year 2012. The payment required by this settlement agreement was made in the first quarter of fiscal year 2013.

24

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Rockwell maintained insurance coverage that management believes covers indemnity and defense costs, over and above self-insurance retentions, for most of these claims. The company has initiated claims against certain of these carriers to enforce the insurance policies, which are currently being disputed. The company expects to recover some portion of defense and indemnity costs it has incurred to date, over and above self-insured retentions, and some portion of the costs for defending asbestos claims going forward. Based on consultation with advisors and underlying analysis performed by management, the company has recorded an insurance receivable related to Rockwell legacy asbestos-related liabilities of $7 million at December 31, 2012 and September 30, 2012. If the assumptions with respect to the estimation period, nature of pending claims, the cost to resolve claims and the amount of available insurance prove to be incorrect, the actual amount of liability for Rockwell asbestos-related claims, and the effect on the company, could differ materially from current estimates and, therefore, could have a material impact on the company’s financial condition and results of operations.
Indemnifications
In December 2005, the company guaranteed a third party’s obligation to reimburse another party for payment of health and prescription drug benefits to a group of retired employees. The retirees were former employees of a wholly-owned subsidiary of the company prior to it being acquired by the company. The wholly-owned subsidiary, which was part of the company’s light vehicle aftermarket business, was sold by the company in fiscal year 2006. Prior to May 2009, except as set forth hereinafter, the third party met its obligations to reimburse the other party. In May 2009, the third party filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code requiring the company to recognize its obligations under the guarantee. The company recorded a $28 million liability in fiscal year 2009 for this matter. At December 31, 2012 and September 30, 2012, the remaining estimated liability for this matter was approximately $19 million.
     The company has provided indemnifications in conjunction with certain transactions, primarily divestitures. These indemnities address a variety of matters, which may include environmental, tax, asbestos and employment-related matters, and the periods of indemnification vary in duration. The company’s maximum obligations under these indemnifications cannot be reasonably estimated. The company is not aware of any claims or other information that would give rise to material payments under such indemnifications other than those related to the sale of its Body Systems business and its 57 percent interest in MSSC. 
Other
On March 31, 2008, S&E Quick Lube, a filter distributor, filed suit in U.S. District Court for the District of Connecticut alleging that several filter manufacturers and their affiliated corporate entities, including a prior subsidiary of the company, engaged in a conspiracy to fix prices, rig bids and allocate U.S. customers for aftermarket automotive filters. This suit was a purported class action on behalf of direct purchasers of filters from the defendants. Several parallel purported class actions, including on behalf of indirect purchasers of filters, were filed by other plaintiffs in a variety of jurisdictions in the United States and Canada. The U.S. cases were consolidated into a multi-district litigation proceeding in Federal court for the Northern District of Illinois. On April 16, 2009, the Attorney General of the State of Florida filed a complaint with the U.S. District Court for the Northern District of Illinois based on these same allegations. In April 2012, the company settled with indirect purchasers for $3.1 million. In August 2012, the company entered into a settlement agreement for the remaining claims with the U.S. direct purchasers for $8.3 million. The settlement payment was made during the first quarter of fiscal year 2013. Following this settlement, the only remaining plaintiffs in the litigation are those who filed their actions in Canada. The company believes any liability associated with the claims of such plaintiffs will be immaterial.
The company is evaluating certain sale transactions to determine if value added tax was required to be remitted to certain tax jurisdictions for the tax years 2007 through 2012. The company's estimated reasonably possible exposure for this matter is $6 million to $9 million. The company recorded $6 million as its estimate of the probable liability at December 31 and September 30, 2012.
In addition, various lawsuits, claims and proceedings, other than those specifically disclosed in the consolidated financial statements, have been or may be instituted or asserted against the company, relating to the conduct of the company’s business, including those pertaining to product liability, warranty or recall claims, intellectual property, safety and health, contract and employment matters. Although the outcome of other litigation cannot be predicted with certainty, and some lawsuits, claims or proceedings may be disposed of unfavorably to the company, management believes the disposition of matters that are pending will not have a material effect on the company’s business, financial condition, results of operations or cash flows. 
21. Accumulated Other Comprehensive Loss (AOCL)
     The components of AOCL as reported in the consolidated balance sheet are as follows (in millions):

25

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
December 31,
2012
 
September 30,
2012
Foreign currency translation
$
88

 
$
93

Employee benefit related adjustments
(1,010
)
 
(1,010
)
Unrealized gains, net
1

 
2

Accumulated Other Comprehensive Loss
$
(921
)
 
$
(915
)

22. Business Segment Information
The company defines its operating segments as components of its business where separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The company’s chief operating decision maker (CODM) is the Chief Executive Officer. On November 12, 2012, the company announced a revised management reporting structure resulting in two business segments. Prior period segment financial information presented has been recast to reflect the revised reporting structure.
      The company has two reportable segments at December 31, 2012, as follows:
The Commercial Truck & Industrial segment supplies drivetrain systems and components, including axles, drivelines and braking and suspension systems, for medium- and heavy-duty trucks, off-highway, military, construction, bus and coach, fire and emergency and other applications in North America, South America, Europe and Asia Pacific. This segment also includes the company's aftermarket businesses in Asia Pacific and South America; and
The Aftermarket & Trailer segment supplies axles, brakes, drivelines, suspension parts and other replacement and remanufactured parts, including transmissions, to commercial vehicle aftermarket customers in North America and Europe. This segment also supplies a wide variety of undercarriage products and systems for trailer applications in North America.
     Segment EBITDA is defined as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization, non-controlling interests in consolidated joint ventures, loss on sale of receivables, restructuring costs and asset impairment charges. The company uses Segment EBITDA as the primary basis for the Chief Operating Decision Maker (CODM) to evaluate the performance of each of its reportable segments.
     The accounting policies of the segments are the same as those applied in the Consolidated Financial Statements, except for the use of Segment EBITDA. The company may allocate certain common costs, primarily corporate functions, between the segments differently than the company would for stand alone financial information prepared in accordance with GAAP. These allocated costs include expenses for shared services such as information technology, finance, communications, legal and human resources. The company does not allocate interest expense and certain legacy and other corporate costs not directly associated with the Segments’ EBITDA.
     Segment information is summarized as follows (in millions):
 
Commercial Truck
& Industrial
 
Aftermarket
& Trailer
 
Eliminations
 
Total
Three Months Ended December 31, 2012
 
 
 
 
 
 
 
External Sales
$
694

 
$
197

 
$

 
$
891

Intersegment Sales
21

 
6

 
(27
)
 

Total Sales
$
715

 
203

 
$
(27
)
 
$
891

Three Months Ended December 31, 2011
 
 
 
 
 
 
 
External Sales
$
948

 
$
211

 
$

 
$
1,159

Intersegment Sales
27

 
7

 
(34
)
 

Total Sales
$
975

 
218

 
$
(34
)
 
$
1,159



26

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

 
Three Months Ended
December 31,
 
2012
 
2011
Segment EBITDA:
 
 
 
Commercial Truck & Industrial
$
34

 
$
61

Aftermarket & Trailer
13

 
17

Segment EBITDA
47

 
78

Unallocated legacy and corporate costs ,net(1)
(1
)
 
1

Interest expense, net
(29
)
 
(24
)
Provision for income taxes
(10
)
 
(20
)
Depreciation and amortization
(16
)
 
(17
)
Loss on sale of receivables
(1
)
 
(3
)
Restructuring costs
(6
)
 
(24
)
Noncontrolling interests

 
(4
)
Loss from continuing operations attributable to Meritor, Inc.
$
(16
)
 
$
(13
)
(1) 
Unallocated legacy and corporate costs, net represent items that are not directly related to our business segments and include pension and retiree medical costs associated with sold businesses and other legacy costs for environmental and product liability matters. In addition, in the first quarter of fiscal year 2012, unallocated legacy and corporate includes a gain of approximately $3 million on sale of the company's remaining ownership interest in Gabriel India, Ltd.
Segment Assets:
December 31,
2012
 
September 30,
2012
Commercial Truck & Industrial(1)
$
1,799

 
$

Aftermarket & Trailer
466

 
505

Commercial Truck (1)

 
1,341

Industrial(1)

 
423

Total segment assets
2,265

 
2,269

Corporate(2)
366

 
487

Less: Accounts receivable sold under off-balance sheet factoring programs(3)
(290
)
 
(255
)
Total assets
$
2,341

 
$
2,501

(1) 
In fiscal year 2013, the company reorganized its management structure resulting in two reportable segments.
(2) 
Corporate assets consist primarily of cash, deferred income taxes and prepaid pension costs.
(3) 
At December 31, 2012 and September 30, 2012 segment assets include $290 million and $255 million, respectively, of accounts receivable sold under off-balance sheet accounts receivable factoring programs (See Note 9). These sold receivables are included in segment assets as the CODM reviews segment assets inclusive of these balances.
23. Subsequent Events
On January 3, 2013, the Board of Directors of Meritor approved restructuring actions related to Meritor's business segment rationalization. Meritor expects to complete these restructuring actions over the next 12 to 18 months and currently estimates that charges in the range of $15 million to $25 million will be incurred in connection with these actions (See Note 6).

27

Index
MERITOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

24. Supplemental Guarantor Condensed Consolidating Financial Statements
Certain of the company’s wholly-owned subsidiaries, as defined in the credit agreement (the Guarantors) irrevocably and unconditionally provide joint and several guarantee for the amounts outstanding under the senior secured revolving credit facility. Similar subsidiary guarantees were provided for the benefit of the holders of the publicly-held notes outstanding under the company’s indentures (see Note 17).
     In lieu of providing separate financial statements for the Guarantors, the company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Guarantor subsidiaries are combined in the condensed consolidating financial statements.

28

Index                        
MERITOR, INC.
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPRHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)


 
Three Months Ended December 31, 2012
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales
 
 
 
 
 
 
 
 
 
External
$

 
$
354

 
$
537

 
$

 
$
891

Subsidiaries

 
34

 
17

 
(51
)
 

Total sales

 
388

 
554

 
(51
)
 
891

Cost of sales
(12
)
 
(345
)
 
(502
)
 
51

 
(808
)
GROSS MARGIN
(12
)
 
43

 
52

 

 
83

Selling, general and administrative
(21
)
 
(20
)
 
(21
)
 

 
(62
)
Restructuring costs

 
(3
)
 
(3
)
 

 
(6
)
Other operating expense
(1
)
 

 

 

 
(1
)
OPERATING INCOME (LOSS)
(34
)
 
20

 
28

 

 
14

       Other income (loss), net
(4
)
 

 
4

 

 

Equity in earnings of affiliates

 
5

 
4

 

 
9

Interest income (expense), net
(37
)
 
8

 

 

 
(29
)
INCOME (LOSS) BEFORE INCOME TAXES
(75
)
 
33

 
36

 

 
(6
)
Provision for income taxes

 
(2
)
 
(8
)
 

 
(10
)
Equity income (loss) from continuing operations of subsidiaries
59

 
23

 

 
(82
)
 

INCOME (LOSS) FROM CONTINUING OPERATIONS
(16
)
 
54

 
28

 
(82
)
 
(16
)
LOSS FROM DISCONTINUED OPERATIONS, net of tax
(5
)
 
$
(4
)
 
$
(4
)
 
$
8

 
$
(5
)
Net income (loss)
(21
)
 
50

 
24

 
(74
)
 
(21
)
Less: Income attributable to noncontrolling interests

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.
$
(21
)
 
$
50

 
$
24

 
$
(74
)
 
$
(21
)
Other comprehensive income (loss)
(2
)
 
15

 
(19
)
 

 
(6
)
Comprehensive income (loss) attributable to noncontrolling interests

 

 
1

 

 
1

Total comprehensive income (loss)
$
(23
)
 
$
65

 
$
6

 
$
(74
)
 
$
(26
)


29

Index                        
MERITOR, INC.
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPRHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)


 
Three Months Ended December 31, 2011
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales
 
 
 
 
 
 
 
 
 
External
$

 
$
371

 
$
788

 
$

 
$
1,159

Subsidiaries

 
32

 
23

 
(55
)
 

Total sales

 
403

 
811

 
(55
)
 
1,159

Cost of sales
(12
)
 
(366
)
 
(730
)
 
55

 
(1,053
)
GROSS MARGIN
(12
)
 
37

 
81

 

 
106

Selling, general and administrative
(22
)
 
(19
)
 
(24
)
 

 
(65
)
Restructuring costs

 

 
(24
)
 

 
(24
)
Other operating expense
(1
)
 

 

 

 
(1
)
OPERATING INCOME (LOSS)
(35
)
 
18

 
33

 

 
16

       Other income (loss), net

 

 
4

 

 
4

Equity in earnings of affiliates

 
9

 
6

 

 
15

Interest income (expense), net
(31
)
 
7

 

 

 
(24
)
INCOME (LOSS) BEFORE INCOME TAXES
(66
)
 
34

 
43

 

 
11

Provision for income taxes

 
(3
)
 
(17
)
 

 
(20
)
Equity income from continuing operations of subsidiaries
53

 
19

 

 
(72
)
 

INCOME (LOSS) FROM CONTINUING OPERATIONS
(13
)
 
50

 
26

 
(72
)
 
(9
)
LOSS FROM DISCONTINUED OPERATIONS, net of tax
(9
)
 
$
(5
)
 
$
(3
)
 
$
8

 
$
(9
)
NET INCOME (LOSS)
(22
)
 
45

 
23

 
(64
)
 
(18
)
Less: Income attributable to noncontrolling interests

 

 
(4
)
 

 
(4
)
NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.
$
(22
)
 
$
45

 
$
19

 
$
(64
)
 
$
(22
)
Other comprehensive income (loss)
4

 
(30
)
 
21

 

 
(5
)
Comprehensive income (loss) attributable to noncontrolling interests

 

 
3

 

 
3

Total comprehensive income (loss)
$
(18
)
 
$
15

 
$
43

 
$
(64
)
 
$
(24
)


30

Index
MERITOR, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
(In millions)
(Unaudited)


 
December 31, 2012
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
38

 
$
4

 
$
97

 
$

 
$
139

Receivables trade and other, net
1

 
16

 
466

 

 
483

Inventories

 
187

 
276

 

 
463

Other current assets
4

 
18

 
34

 

 
56

TOTAL CURRENT ASSETS
43

 
225

 
873

 

 
1,141

NET PROPERTY
9

 
145

 
253

 

 
407

GOODWILL

 
275

 
158

 

 
433

OTHER ASSETS
73

 
176

 
111

 

 
360

INVESTMENTS IN SUBSIDIARIES
1,503

 
87

 

 
(1,590
)
 

TOTAL ASSETS
$
1,628

 
$
908

 
$
1,395

 
$
(1,590
)
 
$
2,341

CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Short-term debt
$
8

 
$
8

 
$
7

 
$

 
$
23

Accounts payable
40

 
159

 
398

 

 
597

Other current liabilities
104

 
50

 
143

 

 
297

TOTAL CURRENT LIABILITIES
152

 
217

 
548

 

 
917

LONG-TERM DEBT
1,029

 
3

 

 

 
1,032

RETIREMENT BENEFITS