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 April 3, 2016
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
 
91,473,543 shares of Common Stock, $1.00 par value, of Meritor, Inc. were outstanding on April 3, 2016 .


INDEX
 
 
 
Page
No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

MERITOR, INC.

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)

 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
Sales
$
821

 
$
864

 
$
1,630

 
$
1,743

Cost of sales
(700
)
 
(749
)
 
(1,405
)
 
(1,513
)
GROSS MARGIN
121

 
115

 
225

 
230

Selling, general and administrative
(60
)
 
(57
)
 
(116
)
 
(122
)
Restructuring costs
(2
)
 
(3
)
 
(3
)
 
(6
)
Other operating income (expense), net
(3
)
 
—

 
(3
)
 
1

OPERATING INCOME
56

 
55

 
103

 
103

Other income (expense), net
(2
)
 
2

 
(1
)
 
4

Equity in earnings of affiliates
7

 
9

 
17

 
18

Interest expense, net
(21
)
 
(21
)
 
(43
)
 
(40
)
INCOME BEFORE INCOME TAXES
40

 
45

 
76

 
85

Provision for income taxes
(7
)
 
(6
)
 
(14
)
 
(13
)
INCOME FROM CONTINUING OPERATIONS
33

 
39

 
62

 
72

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
(1
)
 
4

 
(3
)
 
1

NET INCOME
32

 
43

 
59

 
73

Less: Net income attributable to noncontrolling interests
—

 
—

 
(1
)
 
(1
)
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
$
32

 
$
43

 
$
58

 
$
72

NET INCOME ATTRIBUTABLE TO MERITOR, INC.
 
 
 
 
 
 
 
Net income from continuing operations
$
33

 
$
39

 
$
61

 
$
71

Income (Loss) from discontinued operations
(1
)
 
4

 
(3
)
 
1

       Net income
$
32

 
$
43

 
$
58

 
$
72

BASIC EARNINGS (LOSS) PER SHARE
 
 
 
 
 
 
 
Continuing operations
$
0.36

 
$
0.40

 
$
0.66

 
$
0.73

Discontinued operations
(0.01
)
 
0.04

 
(0.03
)
 
0.01

       Basic earnings per share
$
0.35

 
$
0.44

 
$
0.63

 
$
0.74

DILUTED EARNINGS (LOSS) PER SHARE
 
 
 
 
 
 
 
Continuing operations
$
0.36

 
$
0.38

 
$
0.65

 
$
0.70

Discontinued operations
(0.01
)
 
0.04

 
(0.03
)
 
0.01

       Diluted earnings per share
$
0.35

 
$
0.42

 
$
0.62

 
$
0.71

 
 
 
 
 
 
 
 
Basic average common shares outstanding
91.3

 
97.9

 
91.9

 
97.9

Diluted average common shares outstanding
92.5

 
102.9

 
93.5

 
102.0


See notes to condensed consolidated financial statements.


3

MERITOR, INC.


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


 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
Net income
$
32

 
$
43

 
$
59

 
$
73

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
 
 
     Attributable to Meritor, Inc.
10

 
(33
)
 
4

 
(67
)
     Attributable to noncontrolling interest
—

 
—

 
—

 
(1
)
     Other reclassification adjustment

—

 
—

 
—

 
1

Pension and other postretirement benefit related adjustments
9

 
11

 
18

 
23

Unrealized gain (loss) on investments and foreign exchange contracts
(1
)
 
—

 
2

 
(1
)
Other comprehensive income (loss), net of tax
18

 
(22
)
 
24

 
(45
)
Total comprehensive income
50

 
21

 
83

 
28

Less: Comprehensive income attributable to noncontrolling interest
—

 
—

 
(1
)
 
—

Comprehensive income attributable to Meritor, Inc.
$
50

 
$
21

 
$
82

 
$
28


See notes to condensed consolidated financial statements.


4

MERITOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)

 
March 31,
2016
 
September 30,
2015
 
(Unaudited)
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
94

 
$
193

Receivables, trade and other, net
426

 
461

Inventories
362

 
338

Other current assets
53

 
50

TOTAL CURRENT ASSETS
935

 
1,042

NET PROPERTY
427

 
419

GOODWILL
399

 
402

OTHER ASSETS
332

 
332

TOTAL ASSETS
$
2,093

 
$
2,195

LIABILITIES AND EQUITY (DEFICIT)
 
 
 
CURRENT LIABILITIES:
 
 
 
Short-term debt
$
25

 
$
15

       Accounts and notes payable
511

 
574

Other current liabilities
253

 
279

TOTAL CURRENT LIABILITIES
789

 
868

LONG-TERM DEBT
978

 
1,036

RETIREMENT BENEFITS
611

 
632

OTHER LIABILITIES
316

 
305

TOTAL LIABILITIES
2,694

 
2,841

COMMITMENTS AND CONTINGENCIES (See Note 20)

 

EQUITY (DEFICIT):
 
 
 
Common stock (March 31, 2016 and September 30, 2015, 99.6 and 98.8 shares issued and 91.5 and 94.6 shares outstanding, respectively)
99

 
99

Additional paid-in capital
871

 
865

Accumulated deficit
(756
)
 
(814
)
Treasury stock, at cost (March 31, 2016 and September 30, 2015, 8.1 and 4.2   shares, respectively)
(98
)
 
(55
)
Accumulated other comprehensive loss
(742
)
 
(766
)
Total deficit attributable to Meritor, Inc.
(626
)
 
(671
)
Noncontrolling interests
25

 
25

TOTAL DEFICIT
(601
)
 
(646
)
TOTAL LIABILITIES AND DEFICIT
$
2,093

 
$
2,195


See notes to condensed consolidated financial statements.

5

MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)


 
Six Months Ended March 31,
 
2016
 
2015
 
(Unaudited)
OPERATING ACTIVITIES
 
 
 
CASH PROVIDED BY OPERATING ACTIVITIES (See Note 9)
$
39

 
$
29

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(47
)
 
(23
)
Other investing activities
3

 
—

Net investing cash flows provided by discontinued operations
4

 
4

CASH USED FOR INVESTING ACTIVITIES
(40
)
 
(19
)
FINANCING ACTIVITIES
 
 
 
Repayment of notes
(55
)
 
(16
)
Repurchase of common stock
(43
)
 
(16
)
Other financing activities
(2
)
 
(6
)
CASH USED FOR FINANCING ACTIVITIES
(100
)
 
(38
)
EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE
RATES ON CASH AND CASH EQUIVALENTS
2

 
(12
)
CHANGE IN CASH AND CASH EQUIVALENTS
(99
)
 
(40
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
193

 
247

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
94

 
$
207


See notes to condensed consolidated financial statements.



6

MERITOR, INC.

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


 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Treasury Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total Deficit
Attributable to
Meritor, Inc.
 
Noncontrolling
Interests
 
Total
Beginning balance at September 30, 2015
$
99

 
$
865

 
$
(814
)
 
$
(55
)
 
$
(766
)
 
$
(671
)
 
$
25

 
$
(646
)
Comprehensive income
—

 
—

 
58

 
—

 
24

 
82

 
1

 
83

Equity based compensation expense
—

 
6

 
—

 
—

 
—

 
6

 
—

 
6

Repurchase of common stock
—

 
—

 
—

 
(43
)
 
—

 
(43
)
 
—

 
(43
)
Noncontrolling interest dividend
—

 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
Ending Balance at March 31, 2016
$
99

 
$
871

 
$
(756
)

$
(98
)
 
$
(742
)
 
$
(626
)
 
$
25

 
$
(601
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance at September 30, 2014
$
97

 
$
918

 
$
(878
)
 
$
—

 
$
(749
)
 
$
(612
)
 
$
27

 
$
(585
)
Comprehensive income (loss)
—

 
—

 
72

 
—

 
(44
)
 
28

 
—

 
28

Vesting of restricted stock
2

 
(2
)
 
—

 
—

 
—

 
—

 
—

 
—

Repurchase of convertible notes
—

 
(2
)
 
—

 
—

 
—

 
(2
)
 
—

 
(2
)
Equity based compensation expense
—

 
5

 
—

 
—

 
—

 
5

 
—

 
5

Repurchase of common stock
—

 
—

 
—

 
(16
)
 
—

 
(16
)
 
—

 
(16
)
Noncontrolling interest dividends
—

 
—

 
—

 
—

 
—

 
—

 
(1
)
 
(1
)
Other equity adjustments
—

 
1

 
—

 
—

 
—

 
1

 
—

 
1

Ending Balance at March 31, 2015
$
99

 
$
920

 
$
(806
)

$
(16
)
 
$
(793
)
 
$
(596
)
 
$
26

 
$
(570
)

See notes to condensed consolidated financial statements.

7
Index
MERITOR, INC.
NOTES TO CONDENSED 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, military, bus and coach, construction and other industrial OEMs and certain aftermarkets. The condensed consolidated financial statements are those of the company and its consolidated subsidiaries.
Certain businesses are reported in discontinued operations in the condensed consolidated statement of operations, condensed consolidated 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 condensed consolidated 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, 2015 , as amended. The condensed consolidated balance sheet data as of September 30, 2015 was derived from audited financial statements but does not include all annual disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the three and six months ended March 31, 2016 are not necessarily indicative of the results for the full year.
The company’s fiscal year ends on the Sunday nearest September 30. The second quarter of fiscal years 2016 and 2015 ended on April 3, 2016 and March 29, 2015 , 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 March 31 are used consistently throughout this report to represent the fiscal year end and second fiscal quarter end, respectively.
2. Earnings per Share
Basic earnings (loss) per share is calculated using the weighted average number of shares outstanding during each period. The diluted earnings (loss) per share calculation includes the impact of dilutive common stock options, restricted shares, restricted share units, performance share unit awards, and convertible securities, if applicable.
A reconciliation of basic average common shares outstanding to diluted average common shares outstanding is as follows (in millions):
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
Basic average common shares outstanding
91.3

 
97.9

 
91.9

 
97.9

Impact of restricted shares, restricted share units and performance share units
1.2

 
1.9

 
1.6

 
2.0

Impact of stock options
—

 
0.1

 
—

 
0.1

Impact of convertible notes
—

 
3.0

 
—

 
2.0

Diluted average common shares outstanding
92.5

 
102.9

 
93.5

 
102.0


In November 2015, the Board of Directors approved a grant of performance share units to all executives eligible to participate in the long-term incentive plan. Each performance share unit represents the right to receive one share of common stock or its cash equivalent upon achievement of certain performance and time vesting criteria. The fair value of each performance share unit was $10.51 , which was the company’s share price on the grant date of December 1, 2015. The Board of Directors also approved a grant of 0.5 million restricted share units to these executives. The restricted share units vest at the earlier of three years from the date of grant or upon termination of employment with the company under certain circumstances. The fair value of each restricted share unit was $10.51 , which was the company's share price on the grant date of December 1, 2015.

8
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The actual number of performance share units that will vest depends upon the company’s performance relative to the established performance metrics for the three -year performance period of October 1, 2015 to September 30, 2018, measured at the end of the performance period. The number of performance share units will depend on Adjusted EBITDA margin and Adjusted diluted earnings per share from continuing operations at the following weights: 50% associated with achieving an Adjusted EBITDA margin target and 50% associated with achieving an Adjusted diluted earnings per share from continuing operations target. The number of performance share units that vest will be between 0% and 200% of the grant date amount of 0.7 million performance share units.
In November 2014, the Board of Directors approved a grant of performance share units to all executives eligible to participate in the long-term incentive plan. Each performance share unit represents the right to receive one share of common stock or its cash equivalent upon achievement of certain performance and time vesting criteria. The fair value of each performance share unit was $13.74 , which was the company’s share price on the grant date of December 1, 2014. The Board of Directors also approved a grant of 0.4 million restricted share units to these executives. The restricted share units vest at the earlier of three years from the date of grant or upon termination of employment with the company under certain circumstances. The fair value of each restricted share unit was $13.74 , which was the company’s share price on the grant date of December 1, 2014.
The actual number of performance share units that will vest depends upon the company’s performance relative to the established performance metrics for the three -year performance period of October 1, 2014 to September 30, 2017, measured at the end of the performance period. The number of performance share units will depend on Adjusted EBITDA margin and Adjusted diluted earnings per share from continuing operations at the following weights: 75% associated with achieving an Adjusted EBITDA margin target and 25% associated with achieving an Adjusted diluted earnings per share from continuing operations target. The number of performance share units that vest will be between 0% and 200% of the grant date amount of 0.6 million performance share units.
In November 2013, the Board of Directors approved a grant of performance share units to all executives eligible to participate in the long-term incentive plan. Each performance share unit represents the right to receive one share of common stock or its cash equivalent upon achievement of certain performance and time vesting criteria. The fair value of each performance share unit was $7.97 , which was the company’s share price on the grant date of December 1, 2013.
The actual number of performance share units that will vest depends upon the company’s performance relative to the established M2016 goals for the three -year performance period of October 1, 2013 to September 30, 2016, measured at the end of the performance period. The number of performance share units will depend on meeting the established M2016 goals at the following weights: 50% associated with achieving an Adjusted EBITDA margin target, 25% associated with achieving a net debt including retirement benefit liabilities target, and 25% associated with achieving an incremental booked revenue target. The number of performance share units that vest will be between 0% and 200% of the grant date amount of 1.8 million performance share units including incremental share units that were issued subsequent to the December 1, 2013 grant date. There were 1.1 million and 1.0 million shares related to these performance share units included in the diluted earnings per share calculation for the three and six months ended March 31, 2016 , respectively, as certain payout thresholds were achieved in the second quarter of fiscal year 2016 relative to the Adjusted EBITDA, net debt reduction and incremental booked revenue targets. There were 1.0 million and 0.8 million shares related to these performance share units included in the diluted earnings per share calculation for the three and six months ended March 31, 2015 , respectively, as certain payout thresholds were achieved in the second quarter of fiscal year 2015.
For the three months ended March 31, 2016 , the dilutive impact of previously issued restricted shares, restricted share units, and performance share units was 1.2 million , compared to 1.9 million share units for the same period in the prior fiscal year. For the six months ended March 31, 2016 , the dilutive impact of previously issued restricted shares, restricted share units, and performance share units was 1.6 million , compared to 2.0 million share units for the same period in the prior fiscal year. For the three and six months ended March 31, 2016 , compensation cost related to restricted shares, restricted share units, performance share units and stock options was $3 million and $6 million , respectively, compared to $3 million and $5 million , respectively for the three and six months ended March 31, 2015 .

9
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


For each of the three- and six-month period ended March 31, 2016 , options to purchase 0.7 million and 0.3 million shares of common stock, respectively, were excluded in the computation of diluted earnings per share because their exercise price exceeded the average market price for the periods and thus their inclusion would be anti-dilutive.
For the three and six months ended March 31, 2016 the company’s convertible senior unsecured notes were excluded from the computation of diluted earnings per share, as the company’s average stock price during this period was less than conversion price for the notes. For the three and six months ended March 31, 2015 , 3.0 million and 2.0 million shares, respectively, were included in the computation of diluted earnings per share because the average stock price during this period exceeded the conversion price for the 7.875 percent convertible notes due 2026.
3. New Accounting Standards
Accounting standards to be implemented
In April, 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing. The ASU provides guidance regarding the identification of performance and licensing obligations. The amendments in this update affect the guidance in ASU 2014-09, which is not effective yet. The effective date and the transition requirements for the amendments in ASU 2016-10 are the same as the effective date and transition requirements in ASU 2014-09 as described below. Therefore, the company plans to implement this standard in the first quarter of the fiscal year beginning October 1, 2018 in connection with its planned implementation of ASU 2014-09 and is currently evaluating the potential impact of this new guidance on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The ASU intends to simplify how share-based payments are accounted for. The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The company is assessing the potential impact of this new guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) to clarify certain aspects of the principal-versus-agent guidance in its new revenue recognition standard. The amendments in this update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in ASU 2016-08 are the same as the effective date and transition requirements of ASU 2014-09. Therefore, the company plans to implement this standard in the first quarter of the fiscal year beginning October 1, 2018 in connection with its planned implementation of ASU 2014-09. The company is currently evaluating the potential impact of this new guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments-Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting. The ASU will eliminate the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The company does not expect a material impact on its consolidated financial statements from adoption of this guidance.

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815), Contingent Put and Call Options in Debt Instruments. The ASU clarifies that an exercise contingency itself does not need to be evaluated to determine whether it is in an embedded derivative, just the underlying option.The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The company does not expect a material impact on its consolidated financial statements from adoption of this guidance.
   
In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815), Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The update clarifies that a change in a counterparty to a derivative instrument designated as a hedging instrument would not require the entity to dedesignate the hedging relationship and discontinue the application of hedge accounting. The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The company does not expect a material impact on its consolidated financial statements from adoption of this guidance.

10
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The update will require lessees to recognize a right-of-use asset and lease liability for substantially all leases. The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2018, including interim periods within those fiscal periods. Early adoption is permitted. The company plans to implement this standard in the first quarter of the fiscal year beginning October 1, 2019 and is currently assessing the potential impact of this new guidance on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The guidance is effective for fiscal periods beginning after December 15, 2017, including interim periods within those fiscal periods. Early adoption is permitted. The company does not expect a material impact on its consolidated financial statements from adoption of this guidance.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, as part of its Simplification Initiative, which updates Income Taxes (Topic 740) guidance to eliminate the requirement for an entity to separate deferred tax liabilities and tax assets between current and noncurrent amounts in a classified balance sheet. Deferred taxes will be presented as noncurrent under the new standard. The guidance is effective for fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. Early adoption is permitted. The company plans to implement this standard in the fourth quarter of fiscal year 2016 and is assessing the potential impact of this new guidance on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires entities that measure inventory using first-in, first-out (FIFO) or average cost to measure inventory at the lower of cost and net realizable value. The standard is required to be adopted by public business entities in fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. The company is assessing the potential impact of this new guidance on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), which provides guidance about management's responsibility in evaluating whether there is substantial doubt relating to an entity’s ability to continue as a going concern and to provide related footnote disclosures as applicable. ASU 2014-15 is effective for the interim and fiscal periods ending after December 15, 2016. Early adoption is permitted. The company does not expect a material impact on its consolidated financial statements from adoption of this guidance.

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved After the Requisite Service Period. This guidance requires that an award with a performance target that affects vesting, and that could be achieved after the requisite service period, such as when an employee retires, but may still vest if and when the performance target is achieved, be treated as an award with performance conditions that affect vesting and the company apply existing guidance under ASC Topic 718, Compensation - Stock Compensation. The guidance is effective for fiscal periods beginning after December 15, 2015, including interim periods within those fiscal periods and may be applied either prospectively or retrospectively. The company is assessing the potential impact of this new guidance on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service and requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 was originally effective for fiscal periods beginning after December 15, 2016, including interim periods within those fiscal periods. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year making it effective for fiscal periods beginning after December 15, 2017, including interim periods within those fiscal periods, while also providing for early adoption but not before the original effective date. The company plans to implement this standard in the first quarter of the fiscal year beginning October 1, 2018 and is currently evaluating the potential impact of this new guidance on its consolidated financial statements.
Accounting standards implemented during fiscal year 2016
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which updates Business Combination (Topic 805) guidance to eliminate the requirement to restate prior period financial statements for measurement period adjustments. The guidance should be applied prospectively to measurement period adjustments that occur

11
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


after the effective date. The guidance is effective for fiscal periods beginning after December 15, 2015, including interim periods within those fiscal periods. Early adoption is permitted. The company adopted this standard in the first quarter of the fiscal year 2016. This guidance did not have a material impact on the company's consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The guidance also requires new disclosure of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This guidance is to be applied prospectively and is effective for fiscal periods beginning on or after December 15, 2014, including interim periods within those fiscal periods. The company adopted this guidance in the first quarter of fiscal year 2016. The impact of this new guidance on the company's consolidated financial statements is dependent upon future business divestitures. Previous divestitures and amounts currently included in discontinued operations were not impacted.
4. Discontinued Operations
Results of discontinued operations are summarized as follows (in millions):
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
Sales
$
—

 
$
—

 
$
—

 
$
1

 
 
 
 
 
 
 
 
Income (loss) before income taxes
$
(1
)
 
$
3

 
$
(4
)
 
$
—

Benefit from income taxes
—

 
1

 
1

 
1

Income (loss) from discontinued operations attributable to Meritor, Inc.
$
(1
)

$
4

 
$
(3
)
 
$
1

Loss from discontinued operations attributable to the company for the three and six months ended March 31, 2016 was primarily related to changes in estimates related to legal costs incurred in connection with a previously divested business. Income from discontinued operations attributable to the company for the three and six months ended March 31, 2015 was primarily attributable to the settlement of indemnities on certain contingencies of previously divested businesses.
Total discontinued operations assets as of March 31, 2016 and September 30, 2015 were $1 million and $4 million , respectively, and total discontinued operations liabilities as of March 31, 2016 and September 30, 2015 were $6 million and $10 million , respectively.
5. Goodwill
In accordance with FASB Accounting Standards Codification (ASC) Topic 350-20, “Intangibles - Goodwill and Other”, goodwill is reviewed for impairment annually during the fourth quarter of the fiscal year or more frequently if certain indicators arise. If business conditions or other factors cause the operating results and cash flows of a reporting unit to decline, the company may be required to record impairment charges for goodwill at that time.
The company tests goodwill for impairment at a level of reporting referred to as a reporting unit, which is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. When two or more components of an operating segment have similar economic characteristics, the components are aggregated and deemed a single reporting unit. An operating segment is deemed to be a reporting unit if all of its components are similar, if none of its components are a reporting unit, or if the segment comprises only a single component.

12
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


A summary of the changes in the carrying value of goodwill by the company’s two reportable segments are presented below (in millions):
 
Commercial Truck & Industrial
 
Aftermarket
& Trailer
 
Total
Beginning balance at September 30, 2015
$
239

 
$
163

 
$
402

Foreign currency translation
(3
)
 
—

 
(3
)
Balance at March 31, 2016
$
236

 
$
163

 
$
399

6. Restructuring Costs
Restructuring reserves, primarily related to unpaid employee termination benefits attributable mainly to the company's Commercial Truck & Industrial segment were $9 million at March 31, 2016 and $10 million at September 30, 2015 , respectively. The changes in restructuring reserves for the six months ended March 31, 2016 and 2015 are as follows (in millions):
 
Employee
Termination
Benefits
 
Plant
Shutdown
& Other
 
Total
Beginning balance at September 30, 2015
$
10

 
$
—

 
$
10

Activity during the period:
 
 
 
 

Charges to continuing operations
2

 
1

 
3

Cash payments – continuing operations
(4
)
 
—

 
(4
)
Total restructuring reserves at March 31, 2016
8

 
1

 
9

Less: non-current restructuring reserves
(3
)
 
—

 
(3
)
Restructuring reserves – current, at March 31, 2016
$
5

 
$
1

 
$
6

 
 
 
 
 
 
Balance at September 30, 2014
$
11

 
$
—

 
$
11

Activity during the period:
 
 
 
 
 
Charges to continuing operations
6

 
—

 
6

Cash payments – continuing operations
(3
)
 
—

 
(3
)
Other
(2
)
 
—

 
(2
)
Total restructuring reserves at March 31, 2015
12

 
—

 
12

Less: non-current restructuring reserves
(2
)
 
—

 
(2
)
Restructuring reserves – current, at March 31, 2015
$
10

 
$
—

 
$
10

2016 Restructuring Costs: During the first six months of fiscal year 2016, the company recorded restructuring costs of $3 million primarily associated with a labor reduction programs in China in the Commercial Truck & Industrial and Aftermarket and Trailer segments.
Consolidation of Certain Operations in 2015: During the first quarter of fiscal year 2015, the company recorded severance charges of $3 million associated with the elimination of approximately 50 hourly and 20 salaried positions in the Commercial Truck & Industrial segment in connection with the consolidation of certain gearing and machining operations in North America. Restructuring actions associated with this program were substantially complete as of September 30, 2015.
Closure of a Corporate Engineering Facility in 2015: During the second quarter of fiscal year 2015, the company notified approximately 30 salaried and contract employees that their positions were being eliminated due to the planned closure of a corporate engineering facility. The company recorded severance expenses of $1 million associated with this plan for the six months ended March 31, 2015. Restructuring actions associated with this program were substantially complete as of September 30, 2015.

13
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


European Labor Reduction in 2015: During the second quarter of fiscal year 2015, the company initiated a European headcount reduction plan intended to reduce labor costs in response to continued soft markets in the region. The company eliminated approximately 20 hourly and 20 salaried positions and recorded $2 million of expected severance expenses in the Commercial Truck & Industrial segment in the second quarter of fiscal year 2015. Restructuring actions associated with this program were substantially complete as of June 30, 2015.
7. 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 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 among 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.

In prior years, the company established valuation allowances against its U.S. net deferred tax assets and the net deferred tax assets of its 100-percent-owned subsidiaries in France, the United Kingdom and certain other countries. In evaluating its ability to recover these net deferred tax assets, the company utilizes a consistent approach which considers its historical operating results, including an assessment of the degree to which any gains or losses are driven by items that are unusual in nature, and tax planning strategies. In addition, the company reviews changes in near-term market conditions and other factors that impact future operating results. Continued improvement in the company’s operating results could lead to reversal of some or all of these valuation allowances in the future. However, the company continues to maintain the valuation allowances in these jurisdictions, as the company believes the negative evidence that it will be able to recover these net deferred tax assets continues to outweigh the positive evidence. In addition, the company performs the same analysis in jurisdictions not in a valuation allowance to determine if a valuation allowance is required.

Although the company was profitable in the U.S. in 2014 and 2015, it has not generated enough positive evidence to warrant a reversal of the U.S. valuation allowance, so it continues to record a full valuation allowance against the U.S. net deferred tax assets. While the weight of negative evidence related to cumulative losses continues to decrease, the company believes that the objectively-measured negative evidence outweighs the subjectively-determined positive evidence.

For the three months ended March 31, 2016, the company had approximately $17 million of net pre-tax income compared to $24 million of net pre-tax income in the same period in fiscal year 2015 in tax jurisdictions in which tax expense (benefit) is not recorded.

For the six months ended March 31, 2016, the company had approximately $28 million of net pre-tax income compared to $36 million of net pre-tax income in the same period in fiscal year 2015 in tax jurisdictions in which tax expense is not recorded. Income arising from these jurisdictions resulted in an adjustment to the valuation allowance, rather than an adjustment to income tax expense.
8. Accounts Receivable Factoring and 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 terminates on June 28, 2016, the company can sell up to, at any point in time, €155 million ( $176 million ) of eligible trade receivables. On March 29, 2016, Meritor signed an amendment to increase the commitment to €155 million from €150 million . All other terms of the arrangement remain unchanged. The company is working to extend this arrangement before its current maturity date. The receivables under this program are sold at face value and are excluded from the condensed consolidated balance sheet. The company had utilized €107 million ( $121 million ) and €108 million ( $121 million ) of this accounts receivable factoring facility as of March 31, 2016 and September 30, 2015 , respectively.

14
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     The above facility is backed by a 364 -day liquidity commitment from Nordea Bank which extends through December 2016. The commitment is subject to standard terms and conditions for this type of arrangement.
U.S. Factoring Facility: On February 19, 2016, the company entered into a new Receivables Purchase Agreement with Nordea Bank replacing a similar agreement that expired February 28, 2016. Under this new arrangement, which terminates on February 19, 2019, the company can sell up to, at any point in time, €80 million ( $91 million ) of eligible trade receivables from AB Volvo and its U.S. subsidiaries through one of the company's U.S. subsidiaries, an increase of €15 million compared to the previous agreement. The amount of eligible receivables sold may exceed Nordea Bank’s commitment at Nordea Bank’s discretion. The receivables under this program are sold at face value and are excluded from the condensed consolidated balance sheet. The company had utilized €42 million ( $48 million ) and €74 million ( $83 million ) of this accounts receivable factoring facility as of March 31, 2016 and September 30, 2015 , respectively.
      United Kingdom Factoring Facility: The company has an arrangement to sell trade receivables from AB Volvo and its European subsidiaries through one of its United Kingdom subsidiaries. Under this arrangement, which expires in February 2018, the company can sell up to, at any point in time, €25 million ( $28 million ) of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the condensed consolidated balance sheet. The company had utilized €6 million ( $7 million ) and €8 million ( $8 million ) of this accounts receivable factoring facility as of March 31, 2016 and September 30, 2015 , respectively. The agreement 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 has 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 ( $34 million ) of eligible trade receivables. The receivables under this program are sold at face value and are excluded from the condensed consolidated balance sheet. The company had utilized €17 million ( $19 million ) and €22 million ( $24 million ) of this accounts receivable factoring facility as of March 31, 2016 and September 30, 2015 , respectively. The agreement 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 to the above facilities, a number 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 condensed consolidated balance sheet. The amount of factored receivables excluded from accounts receivable under these arrangements was $14 million and $18 million at March 31, 2016 and September 30, 2015 , respectively.
     Total costs associated with all of the off-balance sheet arrangements described above were $2 million and $1 million in the three months ended March 31, 2016 and 2015 , respectively, and $4 million and $3 million in the six months ended March 31, 2016 and 2015 , respectively, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

15
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     On-balance sheet arrangements
The company has a $100 million U.S. accounts receivables securitization facility. On December 4, 2015, the company entered into an amendment which extends the facility expiration date to December 4, 2018. The maximum permitted priority-debt-to-EBITDA ratio as of the last day of each fiscal quarter under the facility is 2.25 to 1.00 . This program is provided by PNC Bank, National Association, as Administrator and Purchaser, 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. accounts receivable 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 condensed consolidated balance sheet. At March 31, 2016 and September 30, 2015 , no amounts, including letters of credit, were outstanding under this program. This securitization program contains a cross default to the revolving credit facility. At certain times during any given month, the company may sell eligible accounts receivable under this program to fund intra-month working capital needs. In such months, the company would then typically utilize the cash received from customers throughout the month to repay the borrowings under the program. Accordingly, during any given month, the company may borrow under this program, amounts exceeding the amounts shown as outstanding at fiscal quarter ends.
9. Operating Cash Flow
The reconciliation of net income to cash flows provided by operating activities is as follows (in millions):
 
Six Months Ended March 31,
 
2016
 
2015
OPERATING ACTIVITIES
 
 
 
Net income
$
59

 
$
73

Less: Income (loss) from discontinued operations, net of tax
(3
)
 
1

Income from continuing operations
62

 
72

Adjustments to income from continuing operations to arrive at cash provided by operating activities:
 
 
 
Depreciation and amortization
31

 
32

Restructuring costs
3

 
6

Loss on debt extinguishment
—

 
1

Gain on sale of property
(2
)
 
—

Equity in earnings of affiliates
(17
)
 
(18
)
Pension and retiree medical expense
10

 
14

Other adjustments to income from continuing operations
4

 
5

Dividends received from equity method investments
19

 
10

Pension and retiree medical contributions
(22
)
 
(24
)
Restructuring payments
(4
)
 
(3
)
Changes in off-balance sheet accounts receivable factoring
(51
)
 
40

Changes in assets and liabilities, excluding effects of acquisitions, divestitures, foreign currency adjustments and discontinued operations
7

 
(99
)
Operating cash flows provided by continuing operations
40

 
36

Operating cash flows used for discontinued operations
(1
)
 
(7
)
CASH PROVIDED BY OPERATING ACTIVITIES
$
39

 
$
29


16
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


10. 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):
 
March 31,
2016
 
September 30,
2015
Finished goods
$
146

 
$
133

Work in process
31

 
28

Raw materials, parts and supplies
185

 
177

Total
$
362

 
$
338

11. Other Current Assets
     Other current assets are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Current deferred income tax assets
$
20

 
$
20

Asbestos-related recoveries (see Note 20)
14

 
13

Prepaid and other
19

 
17

Other current assets
$
53

 
$
50

12. Net Property
     Net property is summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Property at cost:
 
 
 
Land and land improvements
$
31

 
$
31

Buildings
221

 
214

Machinery and equipment
852

 
864

Company-owned tooling
116

 
116

Construction in progress
67

 
62

Total
1,287

 
1,287

Less: accumulated depreciation
(860
)
 
(868
)
Net property
$
427

 
$
419


17
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


13. Other Assets
     Other assets are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Investments in non-consolidated joint ventures
$
98

 
$
96

Asbestos-related recoveries (see Note 20)
37

 
42

Unamortized revolver debt issuance costs
8

 
10

Capitalized software costs, net
27

 
28

Non-current deferred income tax assets, net
28

 
28

Assets for uncertain tax positions
3

 
3

Prepaid pension costs
114

 
110

Other
17

 
15

Other assets
$
332

 
$
332

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 March 31, 2016 and September 30, 2015 , the company’s investment in the joint venture was $45 million and $42 million , respectively.
14. Unconsolidated Significant Subsidiary
Article 10 of Regulation S-X (Rule 10-01(b)(1)) requires separate interim period summarized income statement information for each 50-percent-or-less-owned subsidiary not consolidated that would have been a significant subsidiary for annual periods in accordance with Rule 3-09 of Regulation S-X. In accordance with this guidance, the company’s non-consolidated joint venture Meritor WABCO Vehicle Control Systems’ summarized income statement information is as follows (in millions):

 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
Sales
$
83

 
$
88

 
$
168

 
$
170

Gross margin
$
21

 
$
19

 
$
43

 
$
37

Income from continuing operations
$
13

 
$
13

 
$
29

 
$
24

Net income
$
13

 
$
13

 
$
29

 
$
24


18
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


15. Other Current Liabilities
     Other current liabilities are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Compensation and benefits
$
98

 
$
122

Income taxes
13

 
9

Taxes other than income taxes
23

 
23

Accrued interest
14

 
14

Product warranties (see Note 16)
19

 
22

Environmental reserves (see Note 20)
8

 
9

Restructuring (see Note 6)
6

 
7

Asbestos-related liabilities (see Note 20)
17

 
17

Indemnity obligations (see Note 20)
2

 
2

Other
53

 
54

Other current liabilities
$
253

 
$
279

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 probable and can be reasonably estimated. Policy repair actions to maintain customer relationships are recorded as other liabilities at the time an obligation is probable 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.
A summary of the changes in product warranties is as follows (in millions):
 
Six Months Ended March 31,
 
2016
 
2015
Total product warranties – beginning of period
$
48

 
$
51

Accruals for product warranties
7

 
7

Payments
(9
)
 
(9
)
Change in estimates and other
1

 
—

Total product warranties – end of period
47

 
49

Less: Non-current product warranties
(28
)
 
(26
)
Product warranties – current
$
19

 
$
23

16. Other Liabilities
Other liabilities are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Asbestos-related liabilities (see Note 20)
$
121

 
$
109

Restructuring (see Note 6)
3

 
3

Non-current deferred income tax liabilities
99

 
99

Liabilities for uncertain tax positions
15

 
15

Product warranties (see Note 15)
28

 
26

Environmental (see Note 20)
8

 
8

Indemnity obligations (see Note 20)
12

 
13

Other
30

 
32

Other liabilities
$
316

 
$
305


19
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


17. Long-Term Debt
     Long-Term Debt, net of discounts where applicable, is summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
4.625 percent convertible notes due 2026 (1)
$
—

 
$
55

4.0 percent convertible notes due 2027 (2)(4)
142

 
142

7.875 percent convertible notes due 2026 (2)(5)
128

 
127

6.75 percent notes due 2021 (3)(6)
270

 
270

6.25 percent notes due 2024 (3)(7)
442

 
442

Capital lease obligation
17

 
17

Export financing arrangements and other
21

 
18

Unamortized discount on convertible notes
(17
)
 
(20
)
Subtotal
1,003

 
1,051

Less: current maturities
(25
)
 
(15
)
Long-term debt
$
978

 
$
1,036

(1) The 4.625 percent , convertible notes contained a put and call feature, which allowed for earlier redemption beginning in 2016. Substantially all of these notes were redeemed on March 1, 2016.
(2) The 4.0 percent and 7.875 percent convertible notes contain a put and call feature, which allows for earlier redemption beginning in 2019 and 2020, respectively.
(3) The 6.75 percent and 6.25 percent notes contain a call option, which allows for early redemption.
(4) The 4.0 percent convertible notes due 2027 are presented net of $1 million unamortized issuance costs as of March 31, 2016 and September 30, 2015.
(5) The 7.875 percent convertible notes due 2026 are presented net of $2 million and $3 million unamortized issuance costs as of March 31, 2016 and September 30, 2015 , respectively, an d $10 million original issuance discount as of March 31, 2016 and September 30, 2015 .
(6) The 6.75 percent notes due 2021 are presented net of $5 million unamortized issuance costs as of March 31, 2016 and September 30, 2015 .
(7) The 6.25 percent notes due 2024 are presented net of $8 million unamortized issuance costs as of March 31, 2016 and September 30, 2015 .

Revolving Credit Facility
On May 22, 2015, the company entered into a second amendment of its senior secured revolving credit facility. Pursuant to the revolving credit agreement as amended, the company has a $499 million revolving credit facility, $40 million of which matures in April 2017 for banks not electing to extend their commitments under the revolving credit facility, and $459 million of which matures in February 2019. The availability under this facility is dependent upon various factors, including principally performance against certain financial covenants as highlighted below. Prior to May 22, 2015, $89 million of the $499 million revolving credit facility was scheduled to mature in April 2017 for banks not electing to extend their commitments under the revolving credit facility, and $410 million was scheduled to mature in February 2019.
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 2.25 to 1.00 or less as of the last day of each fiscal quarter throughout the term of the agreement.
The availability under the revolving credit facility is also subject to a collateral test, pursuant to which borrowings on the revolving credit facility cannot exceed 1.0 x the collateral test value. The collateral test is performed on a quarterly basis. At March 31, 2016 , the revolving credit facility was collateralized by approximately $647 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.

20
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


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. At March 31, 2016 , the margin over LIBOR rate was 325 basis points , and the commitment fee was 50 basis points . Overnight revolving credit loans are at the prime rate plus a margin of 225 basis points .
Certain of the company’s subsidiaries, as defined in the revolving 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 23).
No borrowings were outstanding under the revolving credit facility at March 31, 2016 and September 30, 2015. The amended and extended revolving credit facility includes $100 million of availability for the issuance of letters of credit. At March 31, 2016 and September 30, 2015, there were no letters of credit outstanding under the revolving credit facility.

Debt Securities
In December 2014, the company filed a shelf registration statement with the Securities and Exchange Commission, registering an unlimited amount of debt and/or equity securities that the company may offer in one or more offerings on terms to be determined at the time of sale. The December 2014 shelf registration statement superseded and replaced the shelf registration statement filed in February 2012, as amended.

Repurchase of Debt Securities
In February 2015, the company repurchased $15 million principal amount of the company's 4.0 percent convertible notes due 2027. The notes were repurchased at a premium equal to approximately 6 percent of their principal amount. The repurchase of $15 million principal amount of the company's 4.0 percent convertible notes was accounted for as an extinguishment of debt, and accordingly the company recognized an insignificant net loss on debt extinguishment, the majority of which is premium. The net loss on debt extinguishment is included in the consolidated statement of operations in interest expense, net. The repurchase was made under the company's equity and equity-linked repurchase authorizations (see Note 21).
On March 1, 2016 , substantially all of the $55 million of principal amount 4.625 percent convertible notes were repurchased at 100 percent of the face value of the notes. The repurchase was made under the company's equity and equity linked repurchase authorizations (see Note 21). The amount remaining available for repurchases under these authorizations was $39 million at March 31, 2016 .

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 time. The financing rate is equal to the 30-day LIBOR plus 475 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 . The company had $8 million and $10 million outstanding under this capital lease arrangement as of March 31, 2016 and September 30, 2015, respectively. In addition, the company had another $9 million and $7 million outstanding through other capital lease arrangements at March 31, 2016 and September 30, 2015, respectively.

Letter of Credit Facilities
On February 21, 2014, the company entered into an arrangement to amend and restate the letter of credit facility with Citicorp USA, Inc., as administrative agent and issuing bank, and the other lenders party thereto. Under the terms of this amended credit agreement, 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 through December 19, 2015. From December 20, 2015 through March 19, 2019, the aggregate availability is $25 million . This facility contains covenants and events of default generally similar to those existing in the company’s public debt indentures. There were $22 million and $24 million of letters of credit outstanding under this facility at March 31, 2016 and September 30, 2015, respectively. The company had another $6 million of letters of credit outstanding through other letter of credit facilities at March 31, 2016 and September 30, 2015.

21
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Export Financing Arrangements
The company entered into a number of export financing arrangements through its Brazilian subsidiary during fiscal year 2014.  The export financing arrangements are issued under an incentive program of the Brazilian government to fund working capital for Brazilian companies in exportation programs. The arrangements bear interest at 5.5 percent and have maturity dates in 2016 and 2017. There was $19 million and $18 million outstanding under these arrangements at March 31, 2016 and September 30, 2015, respectively.

Other
One of the company's consolidated joint ventures in China participates in a bills of exchange program to settle its obligations with its trade suppliers. These programs are common in China and generally require the participation of local banks. Under these programs, the company's joint venture issues notes payable through the participating banks to its trade suppliers. If the issued notes payable remain unpaid on their respective due dates, this could constitute an event of default under the company’s revolving credit facility if the defaulted amount exceeds $35 million per bank. As of March 31, 2016 and September 30, 2015, the company had $ 8 million and $13 million , respectively, outstanding under this program at more than one bank.
18. Financial Instruments
Fair values of financial instruments are summarized as follows (in millions):
 
March 31, 2016
 
September 30, 2015
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Cash and cash equivalents
$
94

 
$
94

 
$
193

 
$
193

Short-term debt
25

 
24

 
15

 
15

Long-term debt
978

 
958

 
1,036

 
1,123

Foreign exchange forward contracts (asset)
—

 
—

 
1

 
1

Foreign exchange forward contracts (liability)
2

 
2

 
3

 
3

Short-term foreign currency option contracts (asset)
—

 
—

 
1

 
1

Long-term foreign currency option contracts (asset)
—

 
—

 
1

 
1


The following table reflects the offsetting of derivative assets and liabilities (in millions):
 
March 31, 2016
 
September 30, 2015
 
Gross
Amounts Recognized
 
Gross Amounts
Offset
 
Net Amounts
Reported
 
Gross
Amounts Recognized
 
Gross Amounts
Offset
 
Net Amounts
Reported
Derivative Asset
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contract
—

 
—

 
—

 
1

 
—

 
1

Derivative Liabilities
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contract
2

 
—

 
2

 
3

 
—

 
3

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.

22
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



•
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 priority 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 March 31, 2016 is as follows (in millions):
 
Level 1
 
Level 2
 
Level 3
Cash and cash equivalents
$
94

 
$
—

 
$
—

Short-term debt
—

 
—

 
24

Long-term debt
—

 
946

 
12

Foreign exchange forward contracts (liability)
—

 
2

 
—

Fair value of financial instruments by the valuation hierarchy at March 31, 2015 is as follows (in millions):
 
Level 1
 
Level 2
 
Level 3
Cash and cash equivalents
$
207

 
$
—

 
$
—

Short-term debt
—

 
—

 
5

Long-term debt
—

 
1,093

 
38

Foreign exchange forward contracts (asset)
—

 
5

 
—

Short-term foreign currency option contracts (asset)
—

 
—

 
2

Long-term foreign currency option contracts (asset)
—

 
—

 
2

The tables below provide a reconciliation of changes in fair value of the Level 3 financial assets and liabilities measured at fair value in the condensed consolidated balance sheet for the three and six months ended March 31, 2016 and 2015 , respectively. No transfers of assets between any of the Levels occurred during these periods.
Three months ended March 31, 2016 (in millions)
 
Short-term foreign currency option contracts (asset)
 
Long-term foreign currency option contracts (asset)
 
Total
Fair Value as of December 31, 2015
 
$
2

 
$
—

 
$
2

Total unrealized gains (losses):
 
 
 
 
 


Included in other income
 
(2
)
 
—

 
(2
)
Transfer in and / or out of Level 3 (1)
 
—

 
—

 
—

Fair Value as of March 31, 2016
 
$
—

 
$
—

 
$
—


23
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Three months ended March 31, 2015 (in millions)
 
Short-term foreign currency option contracts (asset)
 
Long-term foreign currency option contracts (asset)
 
Total
Fair Value as of December 31, 2014
 
$
4

 
$
1

 
$
5

Total unrealized gains (losses):
 
 
 
 
 
 
Included in other income
 
(1
)
 
—

 
(1
)
Total realized gains (losses):
 
 
 
 
 
 
Included in other income
 
3

 
—

 
3

Included in cost of sales
 
3

 
—

 
3

Purchases, issuances, sales and settlements:
 
 
 
 
 


Purchases
 
4

 
—

 
4

Settlements
 
(9
)
 
(1
)
 
(10
)
Transfer in and / or out of Level 3 (1)
 
—

 
—

 
—

Reclass between short-term and long-term
 
(2
)
 
2

 
—

Fair Value as of March 31, 2015
 
$
2

 
$
2

 
$
4

Six months ended March 31, 2016 (in millions)
 
Short-term foreign currency option contracts (asset)
 
Long-term foreign currency option contracts (asset)
 
Total
Fair Value as of September 30, 2015
 
$
1

 
$
1

 
$
2

Total unrealized gains (losses):
 
 
 
 
 
 
Included in other income
 
(2
)
 
—

 
$
(2
)
Included in cost of sales
 
—

 
(1
)
 
(1
)
Purchases, issuances, sales and settlements:
 
 
 
 
 
 
Purchases
 
1

 
—

 
$
1

Transfer in and / or out of Level 3 (1)
 
—

 
—

 
—

Fair Value as of March 31, 2016
 
$
—

 
$
—

 
$
—

Six months ended March 31, 2015 (in millions)
 
Short-term foreign currency option contracts (asset)
 
Long-term foreign currency option contracts (asset)
 
Total
Fair Value as of September 30, 2014
 
$
2

 
$
1

 
$
3

Total realized gains (losses):
 
 
 
 
 


Included in other income
 
3

 
—

 
3

Included in cost of sales
 
3

 
—

 
3

Purchases, issuances, sales and settlements:
 
 
 
 
 


Purchases
 
5

 
—

 
5

Settlements
 
(10
)
 
(1
)
 
(11
)
Transfer in and / or out of Level 3 (1)
 
—

 
—

 
—

Reclass between short-term and long-term
 
(1
)
 
2

 
1

Fair Value as of March 31, 2015
 
$
2

 
$
2

 
$
4

(1) Transfers as of the last day of the reporting period.
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 March 31, 2016 or September 30, 2015 .

24
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     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. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of changes in the fair value of the contracts is recorded in Accumulated Other Comprehensive Loss in the statement of shareowners’ equity and is recognized in operating income when the underlying forecasted transaction impacts earnings.
Foreign currency option contracts — The company uses option contracts to mitigate foreign currency exposure on expected future Indian rupee denominated purchases. The contracts were entered into during the third quarter of fiscal year 2014 with effective dates from the start of fiscal year 2015 through the end of fiscal year 2017. In the second quarter of fiscal year 2015, the company monetized its outstanding foreign currency option contracts and entered into a new series of foreign currency option contracts with effective dates from the start of the third quarter of fiscal year 2015 through the end of fiscal year 2017. The fair value of the foreign currency option contracts is based on a third-party proprietary model, which incorporates inputs at varying unobservable weights of quoted spot rates, market volatility, forward rates, and time utilizing market instruments with similar quality and maturity characteristics. The company did not elect hedge accounting for these derivatives. Changes in fair value associated with these contracts are recorded in cost of sales in the consolidated statement of operations. In the first six months of fiscal year 2016, net unrealized losses totaled $1 million , all of which occurred during the first quarter of fiscal year 2016.
From time to time, the company will hedge against its foreign currency exposure related to translations to U.S. dollars of financial results denominated in foreign currencies. In the first quarter of fiscal year 2015, the company entered into a series of foreign currency option contracts with a total notional amount of $48 million to reduce volatility in the translation of Brazilian real earnings to U.S. dollars. These foreign currency option contracts did not qualify for a hedge accounting election but were expected to mitigate foreign currency translation exposure of Brazilian real earnings to U.S. dollars. In the second quarter of fiscal year 2015, the company monetized these outstanding foreign currency option contracts and entered into a new series of foreign currency option contracts with effective dates from the start of the third quarter of fiscal year 2015 through the end of fiscal year 2015. In the third and fourth quarters of fiscal year 2015, the company monetized these outstanding foreign currency option contracts. As of March 31, 2016 and September 30, 2015, there were no Brazilian real foreign currency option contracts outstanding.

Also, in the fourth quarter of fiscal year 2015, the company entered into a series of foreign currency contracts with total notional amounts of $30 million and $27 million to mitigate the risk of volatility in the translation of Swedish krona and euro earnings to U.S. dollars, respectively. During the first quarter of fiscal year 2016, the company entered into additional foreign currency contracts with total notional amounts of $19 million and $21 million to mitigate the risk of volatility in the translation of the Swedish krona and euro earnings to U.S. dollars, respectively. These foreign currency option contracts do not qualify for a hedge accounting election but are expected to mitigate foreign currency translation exposure of Swedish krona and euro earnings to U.S. dollars during fiscal year 2016. For the three and six months ended March 31, 2016 , net unrealized losses totaled $2 million . The fair value of the foreign currency option contracts is based on a third-party proprietary model, which incorporates inputs at varying unobservable weights of quoted spot rates, market volatility, forward rates, and time utilizing market instruments with similar quality and maturity characteristics. Changes in fair value associated with these contracts are recorded in the consolidated statement of operations in other income, net.

25
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


19. Retirement Benefit Liabilities
     Retirement benefit liabilities consisted of the following (in millions):
 
March 31,
2016
 
September 30,
2015
Retiree medical liability
$
429

 
$
438

Pension liability
208

 
219

Other
13

 
14

Subtotal
650

 
671

Less: current portion (included in compensation and benefits, Note 15)
(39
)
 
(39
)
Retirement benefits
$
611

 
$
632

The components of net periodic pension and retiree medical expense included in Selling, general and administrative expenses for the three months ended March 31 are as follows (in millions):
 
2016
 
2015
 
Pension
 
Retiree Medical
 
Pension
 
Retiree Medical
Interest cost
27

 
5

 
18

 
5

Assumed return on plan assets
(25
)
 
—

 
(28
)
 
—

Recognized actuarial loss
6

 
3

 
7

 
5

Total expense (income)
$
8

 
$
8

 
$
(3
)
 
$
10


The components of net periodic pension and retiree medical expense included in Selling, general and administrative expenses for the six months ended March 31 are as follows (in millions):
 
2016
 
2015
 
Pension
 
Retiree Medical
 
Pension
 
Retiree Medical
Interest cost
33

 
9

 
36

 
10

Assumed return on plan assets
(50
)
 
—

 
(56
)
 
—

Recognized actuarial loss
12

 
6

 
14

 
10

Total expense (income)
$
(5
)
 
$
15

 
$
(6
)
 
$
20


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.

26
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     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 March 31, 2016 to be approximately $17 million , of which $2 million is probable and 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 March 31, 2016 to be approximately $28 million , of which $14 million is probable and 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 0.5 to 2.5 percent and is approximately $8 million at March 31, 2016 . The undiscounted estimate of these costs is approximately $8 million .
     The following are the components of the Superfund and non-Superfund environmental reserves (in millions):
 
Superfund Sites
 
Non-Superfund Sites
 
Total
Beginning balance at September 30, 2015
$
2

 
$
14

 
$
16

Payments and other
—

 
(3
)
 
(3
)
Accruals
—

 
3

 
3

Balance at March 31, 2016
$
2

 
$
14

 
$
16

Environmental reserves are included in Other Current Liabilities (see Note 15) and Other Liabilities (see Note 16) in the condensed 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.
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 5,800 and 5,600 pending asbestos-related claims at March 31, 2016 and September 30, 2015 , respectively. 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, 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, the total number of claims filed is not necessarily the most meaningful factor in determining Maremont’s asbestos-related liability.

27
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     Maremont’s asbestos-related reserves and corresponding asbestos-related recoveries are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Pending and future claims
$
71

 
$
71

Billed but unpaid claims
2

 
3

Asbestos-related liabilities
$
73

 
$
74

Asbestos-related insurance recoveries
$
37

 
$
41

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 11, 13, 15 and 16).
         Pending and Future Claims: Maremont has engaged 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.
     As of September 30, 2015, Bates White provided a reasonable and probable estimate that consisted of a range of equally likely possibilities of Maremont’s obligation for asbestos personal injury claims over the next ten years of $71 million to $100 million . Management recognized a liability of $71 million as of each of March 31, 2016 and September 30, 2015 for pending and future claims over the next ten years . 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. Historically, Maremont has recognized incremental insurance receivables associated with recoveries expected for asbestos-related liabilities as the estimate of asbestos-related liabilities for pending and future claims changes. However, Maremont currently expects that its settled insurance coverage will not be sufficient to fully offset its expected asbestos-related liabilities through the end of the ten -year forecasted liability period.
      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 2025;
•
Maremont believes that the litigation environment could 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;
•
On a per claim basis, defense and processing costs for pending and future claims 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 Maremont’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 insurance receivable related to asbestos-related liabilities is $37 million and $41 million as of March 31, 2016 and September 30, 2015 , respectively. The receivable is for coverage provided by one insurance carrier based on a coverage in place agreement. Maremont currently expects to exhaust the remaining limits provided by this coverage sometime in the next ten years. The difference between the estimated liability and insurance receivable is primarily related to exhaustion of settled insurance coverage within the forecasted period and proceeds from settled insurance policies. Amounts received from insurance settlements generally reduce recorded insurance receivables.

28
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Maremont maintained insurance coverage with other insurance carriers that management believes also covers indemnity and defense costs. During fiscal year 2013, Maremont re-initiated lawsuits against these carriers, seeking a declaration of its rights to coverage for asbestos claims and to facilitate an orderly and timely collection of insurance proceeds. One of these insurance policies has been partially settled in cash. On December 12, 2015, Maremont received $17 million , of which $5 million was recognized as reduction in asbestos expense and $12 million was recorded as a liability to the insurance carrier as it is required to be returned to the carrier if additional asbestos liability is not incurred. The settlement also provides additional recovery for Maremont if certain spending thresholds are met.
     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 firms, jurisdictions and diseases; 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, the 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.
     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. Rockwell had approximately 3,200 and 3,000 pending active asbestos claims in lawsuits that name AM, together with many other companies, as defendants at March 31, 2016 and September 30, 2015 , respectively.
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.
     The Rockwell legacy asbestos-related reserves and corresponding asbestos-related recoveries are summarized as follows (in millions):
 
March 31,
2016
 
September 30,
2015
Pending and future claims
$
55

 
$
55

Billed but unpaid claims
3

 
3

Asbestos-related liabilities
$
58

 
$
58

Asbestos-related insurance recoveries
$
14

 
$
14

Pending and Future Claims: The company has engaged 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 prepares these cost estimates annually in September. As of September 30, 2015 , Bates White provided a reasonable and probable estimate that consisted of a range of equally likely possibilities of Rockwell’s obligation for asbestos personal injury claims over the next ten years of $55 million to $74 million . Management recognized a liability for the pending and future claims over the next ten years of $55 million as of each of March 31, 2016 and September 30, 2015 . 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.

29
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


   Assumptions : 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 2025;
•
The company believes that the litigation environment could 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;
•
On a per claim basis, defense and processing costs for pending and future claims will be at the level consistent with the company’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 plaintiff’s law firms in jurisdictions without an established history with Rockwell cannot be reasonably estimated.
Recoveries : The insurance receivable related to asbestos-related liabilities was $14 million as of each of March 31, 2016 and September 30, 2015 . Included in these amounts are insurance receivables of $9 million as of each of March 31, 2016 and September 30, 2015 that are associated with policies in dispute. Rockwell has 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 in various stages of the litigation process. The company expects to recover some portion of the 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. The amounts recognized for policies in dispute are based on consultation with advisors, status of settlement negotiations with certain insurers and underlying analysis performed by management. The remaining receivable recognized is related to coverage provided by one carrier based on a coverage-in-place insurance arrangement. If the assumptions with respect to the estimation period, the 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'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.
Indemnifications
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.
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 March 31, 2016 and September 30, 2015 , the remaining estimated liability for this matter was approximately $13 million .
   In connection with the sale of its interest in MSSC in October 2009, the company provided certain indemnities to the buyer for its share of potential obligations related to pension funding shortfall, environmental and other contingencies, and valuation of certain accounts receivable and inventories. At March 31, 2016, the company had no exposure under this indemnity. At September 30, 2015 , the company's exposure was approximately $1 million , which is included in other liabilities in the condensed consolidated balance sheet.
The company is not aware of any other claims or other information that would give rise to material payments under such indemnifications.
Other
The company identified certain sales transactions for which value added tax was required to be remitted to certain tax jurisdictions for tax years 2009 through 2015. At March 31, 2016 and September 30, 2015 , the company’s estimate of the probable liability was $10 million .


30
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In March 2016, the company was served with a complaint filed against the company and other defendants in the United States District Court for the Eastern District of Michigan. The complaint is a proposed class action and alleges that the company violated federal and state antitrust and other laws in connection with a former business of the company’s that manufactured and sold exhaust systems for automobiles. The alleged class is comprised of persons and entities that purchased or leased a passenger vehicle during a specified time period. In April the Company was served with a virtually identical suit also naming the company as a defendant on behalf of a purported class of automobile dealers. The company is reviewing the complaints and developing its response and intends to vigorously defend the claims. At this point, the company cannot estimate the ultimate impact on the company, and there can be no assurance that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial position, results of operations or liquidity.

In April 2016, the company was served with several complaints filed against the company and other defendants in the United States District Court for the Northern District of Mississippi. These complaints allege damages, including diminution of property value, concealment/fraud and emotional distress resulting from alleged environmental pollution in and around a neighborhood in Grenada, Mississippi. Rockwell owned and operated a facility near the neighborhood from 1965 to 1985. The company is reviewing the complaints and developing its response and intends to vigorously defend the claims. The ultimate outcome of this litigation, and consequently, an estimate of the possible loss, if any, related to this litigation, cannot reasonably be determined at this time and no assurance can be given that the ultimate outcome would not materially adversely affect the company.
In addition, various lawsuits, claims and proceedings, other than those specifically disclosed in the condensed 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. Shareowners' Equity
Equity and Equity-Linked Repurchase Authorizations
    In June 2014, the company’s Board of Directors authorized the repurchase of up to $210 million of its equity and equity-linked securities (including convertible debt securities), subject to the achievement of its M2016 net debt reduction target and compliance with legal and regulatory requirements and its debt covenants. In September 2014, the company’s Board authorized the repurchase of up to $40 million of its equity or equity-linked securities (including convertible debt securities) under the $210 million authorization that may be made annually without regard to achievement of the M2016 net debt reduction target. These authorizations have no stated expiration. During the six months ended March 31, 2016 , the company repurchased 3.9 million shares of common stock for $43 million (including commission costs) pursuant to these authorizations. As of March 31, 2016 , the company has repurchased 8.1 million shares of common stock for $98 million (including commission costs), $19 million principal amount of its 4.0 percent convertible notes due 2027, and substantially all of the $55 million principal amount of its 4.625 percent convertible notes due 2026 pursuant to the equity and equity-linked repurchase authorizations. The amount remaining available for repurchase under the authorization was $39 million as of March 31, 2016 .
In January 2015, the Offering Committee of the company’s Board of Directors approved a repurchase program for up to $150 million aggregate principal amount of any of its public debt securities (including convertible debt securities) from time to time through open market purchases or privately negotiated transactions or otherwise, until September 30, 2016, subject to compliance with legal and regulatory requirements and the company's debt covenants. This repurchase program is in addition to the equity and equity-linked repurchase authorizations described above. The amount remaining available for repurchases under this program is $150 million as of March 31, 2016 and September 30, 2015.


31
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Accumulated Other Comprehensive Loss ( “ AOCL ” )
The components of AOCL and the changes in AOCL by components, net of tax, for three months ended March 31, 2016 and 2015 are as follows (in millions):
 
Foreign Currency Translation
 
Employee Benefit Related Adjustments
 
Unrealized Loss, net of tax
 
Total
Balance at December 31, 2015
$
(60
)
 
$
(696
)
 
$
(4
)
 
$
(760
)
Other comprehensive income (loss) before reclassification
10

 
—

 
(1
)
 
9

Amounts reclassified from accumulated other comprehensive loss - net of tax
—

 
9

 
—

 
9

Net current-period other comprehensive income (loss)
$
10

 
$
9

 
$
(1
)
 
$
18

Balance at March 31, 2016
$
(50
)
 
$
(687
)
 
$
(5
)
 
$
(742
)
 
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Consolidated Statement of Operations
 
Employee Benefit Related Adjustment
 
 
 
 
 
Actuarial losses
 
9

 
(a)  
 
 
 
9

 
Total before tax
 
 
 
—

 
Tax (benefit) expense
 
Total reclassifications for the period
 
$
9

 
Net of tax
 
 
 
 
 
 
 
(a)  These accumulated other comprehensive income components are included in the computation of net periodic pension and retiree medical expense (see Note 19 for additional details).
 
 
Foreign Currency Translation
 
Employee Benefit Related Adjustments
 
Unrealized Loss, net of tax
 
Total
Balance at December 31, 2014
$
8

 
$
(777
)
 
$
(2
)
 
$
(771
)
Other comprehensive income before reclassification
(33
)
 
(1
)
 
—

 
(34
)
Amounts reclassified from accumulated other comprehensive loss - net of tax
—

 
12

 
—

 
12

Net current-period other comprehensive income
$
(33
)
 
$
11

 
$
—

 
$
(22
)
Balance at March 31, 2015
$
(25
)
 
$
(766
)
 
$
(2
)
 
$
(793
)
 
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Consolidated Statement of Operations
 
Employee Benefit Related Adjustment
 
 
 
 
 
Actuarial losses
 
$
12

 
(b)  
 
 
 
12

 
Total before tax
 
 
 
—

 
Tax expense
 
 
 
12

 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
 
 
(b)  These accumulated other comprehensive income components are included in the computation of net periodic pension and retiree medical expense (see Note 19 for additional details).
 


32
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The components of AOCL and the changes in AOCL by components, net of tax, for six months ended March 31, 2016 and 2015 are as follows (in millions):
 
Foreign Currency Translation
 
Employee Benefit Related Adjustments
 
Unrealized Loss, net of tax
 
Total
Balance at September 30, 2015
$
(54
)
 
$
(705
)
 
$
(7
)
 
(766
)
Other comprehensive income (loss) before reclassification
4

 
—

 
2

 
6

Amounts reclassified from accumulated other comprehensive loss - net of tax
—

 
18

 
—

 
18

Net current-period other comprehensive income (loss)
$
4

 
$
18

 
$
2

 
$
24

Balance at March 31, 2016
$
(50
)
 
$
(687
)
 
$
(5
)
 
$
(742
)
 
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Consolidated Statement of Operations
 
Employee Benefit Related Adjustment
 
 
 
 
 
Actuarial losses
 
18

 
(a)  
 
 
 
18

 
Total before tax
 
 
 
—

 
Tax (benefit) expense
 
Total reclassifications for the period
 
$
18

 
Net of tax
 
 
 
 
 
 
 
(a)  These accumulated other comprehensive income components are included in the computation of net periodic pension and retiree medical expense (see Note 19 for additional details).
 
 
Foreign Currency Translation
 
Employee Benefit Related Adjustments
 
Unrealized Loss, net of tax
 
Total
Balance at September 30, 2014
$
41

 
$
(789
)
 
$
(1
)
 
$
(749
)
Other comprehensive income before reclassification
(67
)
 
(1
)
 
(1
)
 
(69
)
Amounts reclassified from accumulated other comprehensive loss - net of tax
1

 
24

 
—

 
25

Net current-period other comprehensive income
$
(66
)
 
$
23

 
$
(1
)
 
$
(44
)
Balance at March 31, 2015
$
(25
)
 
$
(766
)
 
$
(2
)
 
$
(793
)

33
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Consolidated Statement of Operations
 
Employee Benefit Related Adjustment
 
 
 
 
 
Actuarial losses
 
$
24

 
(b)  
 
 
 
24

 
Total before tax
 
 
 
—

 
Tax expense
 
 
 
24

 
Net of tax
 
 
 
 
 
 
 
Foreign Currency Translation Related Adjustment
 
 
 
 
 
Other reclassification adjustment
 
$
1

 
 
 
 
 
1

 
Total before tax
 
 
 
—

 
Tax expense
 
 
 
1

 
Net of tax
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
25

 
Net of tax
 
 
 
 
 
 
 
(b)  These accumulated other comprehensive income components are included in the computation of net periodic pension and retiree medical expense (see Note 19 for additional details).
 

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.
      The company has two reportable segments at March 31, 2016 , as follows:
•
The Commercial Truck & Industrial segment supplies drivetrain systems and components, including axles, drivelines and braking and suspension systems, primarily for medium- and heavy-duty trucks, 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 parts to commercial vehicle and industrial aftermarket customers. 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 expense and asset impairment charges. The company uses Segment EBITDA as the primary basis for the 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 condensed 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 segment.

34
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


     Segment information is summarized as follows (in millions):
 
Commercial Truck
& Industrial
 
Aftermarket
& Trailer
 
Eliminations
 
Total
Three Months Ended March 31, 2016
 
 
 
 
 
 
 
External Sales
$
610

 
$
211

 
$
—

 
$
821

Intersegment Sales
21

 
7

 
(28
)
 
—

Total Sales
$
631

 
$
218

 
$
(28
)
 
$
821

Three Months Ended March 31, 2015
 
 
 
 
 
 
 
External Sales
$
660

 
$
204

 
$
—

 
$
864

Intersegment Sales
21

 
8

 
(29
)
 
—

Total Sales
$
681

 
$
212

 
$
(29
)
 
$
864

 
 
 
 
 
 
 
 
 
Commercial Truck
& Industrial
 
Aftermarket
& Trailer
 
Eliminations
 
Total
Six Months Ended March 31, 2016
 
 
 
 
 
 
 
External Sales
$
1,223

 
$
407

 
$
—

 
$
1,630

Intersegment Sales
41

 
14

 
(55
)
 
—

Total Sales
$
1,264

 
$
421

 
$
(55
)
 
$
1,630

Six months ended March 31, 2015
 
 
 
 
 
 
 
External Sales
$
1,338

 
$
405

 
$
—

 
$
1,743

Intersegment Sales
46

 
15

 
(61
)
 
—

Total Sales
$
1,384

 
$
420

 
$
(61
)
 
$
1,743

 
 
 
 
 
 
 
 


35
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
Segment EBITDA:
 
 
 
 
 
 
 
Commercial Truck & Industrial
$
56

 
$
57

 
$
108

 
$
113

Aftermarket & Trailer
28

 
30

 
48

 
55

Segment EBITDA
84


87


156

 
168

Unallocated legacy and corporate costs, net (1)
(3
)
 
—

 
1

 
(2
)
Interest expense, net
(21
)
 
(21
)
 
(43
)
 
(40
)
Provision for income taxes
(7
)
 
(6
)
 
(14
)
 
(13
)
Depreciation and amortization
(16
)
 
(17
)
 
(31
)
 
(32
)
Noncontrolling interests
—

 
—

 
(1
)
 
(1
)
Loss on sale of receivables
(2
)
 
(1
)
 
(4
)
 
(3
)
Restructuring costs
(2
)
 
(3
)
 
(3
)
 
(6
)
Income from continuing operations attributable to Meritor, Inc.
$
33


$
39


$
61

 
$
71

(1)
Unallocated legacy and corporate costs, net represents items that are not directly related to the company's business segments. These costs primarily include asbestos-related charges and settlements, pension and retiree medical costs associated with sold businesses and other legacy costs for environmental and product liability.
      
Segment Assets:
March 31,
2016
 
September 30,
2015
Commercial Truck & Industrial
$
1,509

 
$
1,569

Aftermarket & Trailer
454

 
448

Total segment assets
1,963

 
2,017

Corporate (1)
340

 
434

Less: Accounts receivable sold under off-balance sheet factoring programs (2)  
(210
)
 
(256
)
Total assets
$
2,093

 
$
2,195

(1)  
Corporate assets consist primarily of cash, deferred income taxes and prepaid pension costs.
(2)  
At March 31, 2016 and September 30, 2015 , segment assets include $210 million and $256 million , respectively, of accounts receivable sold under off-balance sheet accounts receivable factoring programs (see Note 8). These sold receivables are included in segment assets as the CODM reviews segment assets inclusive of these balances.
23. Supplemental Guarantor Condensed Consolidating Financial Statements
Rule 3-10 of Regulation S-X requires that separate financial information for issuers and guarantors of registered securities be filed in certain circumstances. Certain of the company's 100 -percent-owned subsidiaries, as defined in the credit agreement (the "Guarantors"), irrevocably and unconditionally guarantee amounts outstanding under the senior secured revolving credit facility on a joint and several basis. Similar subsidiary guarantees were provided for the benefit of the holders of the notes outstanding under the company's indentures (see Note 17).
Schedule I of Rule 5-04 of Regulation S-X requires that condensed financial information of the registrant ("Parent") on a stand alone basis be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. Certain subsidiaries in China, India and Brazil are restricted by law from transfer of cash by dividends, loans, or advances to Parent, which exceeded 25 percent of consolidated net assets of Parent as of September 30, 2015. As of March 31, 2016 , the company's proportionate share of net assets restricted from transfer by law was $37 million .

36
Index
MERITOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


In lieu of providing separate audited financial statements for the Parent and Guarantors, the company has included the accompanying condensed consolidating financial statements as permitted by Regulation S-X Rules 3-10 and 5-04. 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 distribution and other equity changes. The Guarantors are combined in the condensed consolidating financial statements.

37
Index                         
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In millions)
(Unaudited)


 
Three Months Ended March 31, 2016
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales
 
 
 
 
 
 
 
 
 
External
$
—

 
$
420

 
$
401

 
$
—

 
$
821

Subsidiaries
—

 
28

 
16

 
(44
)
 
—

Total sales
—

 
448

 
417

 
(44
)
 
821

Cost of sales
(12
)
 
(369
)
 
(363
)
 
44

 
(700
)
GROSS MARGIN
(12
)
 
79

 
54

 
—

 
121

Selling, general and administrative
(19
)
 
(21
)
 
(20
)
 
—

 
(60
)
Restructuring costs
—

 
(1
)
 
(1
)
 
—

 
(2
)
Other operating expense
(3
)
 
—

 
—

 
—

 
(3
)
OPERATING INCOME (LOSS)
(34
)
 
57

 
33

 
—

 
56

Other income (expense), net
35

 
(9
)
 
(28
)
 
—

 
(2
)
Equity in earnings of affiliates
—

 
7

 
—

 
—

 
7

Interest income (expense), net
(28
)
 
7

 
—

 
—

 
(21
)
INCOME (LOSS) BEFORE INCOME TAXES
(27
)
 
62

 
5

 
—

 
40

Provision for income taxes
—

 
—

 
(7
)
 
—

 
(7
)
Equity income (loss) from continuing operations of subsidiaries
60

 
(6
)
 
—

 
(54
)
 
—

INCOME (LOSS) FROM CONTINUING OPERATIONS
33

 
56

 
(2
)
 
(54
)
 
33

LOSS FROM DISCONTINUED OPERATIONS, net of tax
(1
)
 
(2
)
 
(1
)
 
3

 
(1
)
NET INCOME (LOSS)
32

 
54

 
(3
)
 
(51
)
 
32

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
—

 
—

NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.
$
32

 
$
54

 
$
(3
)
 
$
(51
)
 
$
32





38

MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)


 
Three Months Ended March 31, 2016
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Net income (loss)
$
32

 
$
54

 
$
(3
)
 
$
(51
)
 
$
32

Other comprehensive income (loss)
18

 
23

 
(10
)
 
(13
)
 
18

Total comprehensive income (loss)
50

 
77

 
(13
)
 
(64
)
 
50

Less: Comprehensive income attributable to
noncontrolling interests
—

 
—

 
—

 
—

 
—

Comprehensive income (loss) attributable to Meritor, Inc.
$
50

 
$
77

 
$
(13
)
 
$
(64
)
 
$
50




39
Index                         
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In millions)
(Unaudited)


 
Three Months Ended March 31, 2015
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales
 
 
 
 
 
 
 
 
 
External
$
—

 
$
418

 
$
446

 
$
—

 
$
864

Subsidiaries
—

 
31

 
17

 
(48
)
 
—

Total sales
—

 
449

 
463

 
(48
)
 
864

Cost of sales
(10
)
 
(380
)
 
(407
)
 
48

 
(749
)
GROSS MARGIN
(10
)
 
69

 
56

 
—

 
115

Selling, general and administrative
(16
)
 
(26
)
 
(15
)
 
—

 
(57
)
Restructuring costs
(1
)
 
—

 
(2
)
 
—

 
(3
)
OPERATING INCOME (LOSS)
(27
)
 
43

 
39

 
—

 
55

Other income (expense), net
37

 
(9
)
 
(26
)
 
—

 
2

Equity in earnings of affiliates
—

 
8

 
1

 
—

 
9

Interest income (expense), net
(29
)
 
6

 
2

 
—

 
(21
)
INCOME (LOSS) BEFORE INCOME TAXES
(19
)
 
48

 
16

 
—

 
45

Provision for income taxes
(1
)
 
—

 
(5
)
 
—

 
(6
)
Equity income from continuing operations of subsidiaries
59

 
8

 
—

 
(67
)
 
—

INCOME FROM CONTINUING OPERATIONS
39

 
56

 
11

 
(67
)
 
39

INCOME FROM DISCONTINUED OPERATIONS, net of tax
4

 
5

 
3

 
(8
)
 
4

NET INCOME
43

 
61

 
14

 
(75
)
 
43

Less: Net income attributable to noncontrolling interests
—

 
—

 
—

 
—

 
—

NET INCOME ATTRIBUTABLE TO MERITOR, INC.
$
43

 
$
61

 
$
14

 
$
(75
)
 
$
43



40

MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)


 
Three Months Ended March 31, 2015
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Net income
$
43

 
$
61

 
$
14

 
$
(75
)
 
$
43

Other comprehensive income (loss)
(22
)
 
(65
)
 
27

 
38

 
(22
)
Total comprehensive income (loss)
21

 
(4
)
 
41

 
(37
)
 
21

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
—

 
—

Comprehensive income (loss) attributable to Meritor, Inc.
$
21

 
$
(4
)
 
$
41

 
$
(37
)
 
$
21



41
Index                         
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In millions)
(Unaudited)



 
Six Months Ended March 31, 2016
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales
 
 
 
 
 
 
 
 
 
External
$
—

 
$
837

 
$
793

 
$
—

 
$
1,630

Subsidiaries
—

 
55

 
32

 
(87
)
 
—

Total sales
—

 
892

 
825

 
(87
)
 
1,630

Cost of sales
(26
)
—

(746
)
 
(720
)
 
87

 
(1,405
)
GROSS MARGIN
(26
)
 
146

 
105

 
—

 
225

Selling, general and administrative
(39
)
 
(42
)
 
(35
)
 
—

 
(116
)
Restructuring costs
—

 
(1
)
 
(2
)
 
—

 
(3
)
Other operating expense
(3
)
 
—

 
—

 
—

 
(3
)
OPERATING INCOME (LOSS)
(68
)
 
103

 
68

 
—

 
103

Other income (loss), net
34

 
(9
)
 
(26
)
 
—

 
(1
)
Equity in earnings of affiliates
—

 
16

 
1

 
—

 
17

Interest income (expense), net
(59
)
 
15

 
1

 
—

 
(43
)
INCOME (LOSS) BEFORE INCOME TAXES
(93
)
 
125

 
44

 
—

 
76

Provision for income taxes
—

 
—

 
(14
)
 
—

 
(14
)
Equity income from continuing operations of subsidiaries
154

 
21

 
—

 
(175
)
 
—

INCOME FROM CONTINUING OPERATIONS
61

 
146

 
30

 
(175
)
 
62

LOSS FROM DISCONTINUED OPERATIONS, net of tax
(3
)
 
(5
)
 
(4
)
 
9

 
(3
)
Net income
58

 
141

 
26

 
(166
)
 
59

Less: Net income attributable to noncontrolling interests
—

 
—

 
(1
)
 
—

 
(1
)
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
$
58

 
$
141

 
$
25

 
$
(166
)
 
$
58



42

MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)


 
Six Months Ended March 31, 2016
 
Parent
 
Guarantors
 
Non- Guarantors
 
Elims
 
Consolidated
Net income
$
58

 
$
141

 
$
26

 
$
(166
)
 
$
59

Other comprehensive income (loss)
24

 
12

 
(2
)
 
(10
)
 
24

Total comprehensive income
82

 
153

 
24

 
(176
)
 
83

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
(1
)
 
—

 
(1
)
Comprehensive income attributable to Meritor, Inc.
$
82

 
$
153

 
$
23

 
$
(176
)
 
$
82



43
Index                         
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In millions)
(Unaudited)

 
Six months ended March 31, 2015
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
Sales

 

 

 

 

External
$
—

 
$
821

 
$
922

 
$
—

 
$
1,743

Subsidiaries
—

 
61

 
33

 
(94
)
 
—

Total sales
—

 
882

 
955

 
(94
)
 
1,743

Cost of sales
(24
)
 
(751
)
 
(832
)
 
94

 
(1,513
)
GROSS MARGIN
(24
)
 
131

 
123

 
—

 
230

Selling, general and administrative
(34
)
 
(54
)
 
(34
)
 
—

 
(122
)
Restructuring costs
(1
)
 
(3
)
 
(2
)
 
—

 
(6
)
Other operating income
—

 
—

 
1

 
—

 
1

OPERATING INCOME (LOSS)
(59
)
 
74

 
88

 
—

 
103

Equity in earnings of affiliates
—

 
15

 
3

 
—

 
18

Other income (loss), net
37

 
(9
)
 
(24
)
 
—

 
4

Interest income (expense), net
(58
)
 
13

 
5

 
—

 
(40
)
INCOME (LOSS) BEFORE INCOME TAXES
(80
)
 
93

 
72

 
—

 
85

Provision for income taxes
(1
)
 
—

 
(12
)
 
—

 
(13
)
Equity income from continuing operations of subsidiaries
152

 
53

 
—

 
(205
)
 
—

INCOME FROM CONTINUING OPERATIONS
71

 
146

 
60

 
(205
)
 
72

INCOME FROM DISCONTINUED OPERATIONS, net of tax
1

 
2

 
—

 
(2
)
 
1

NET INCOME
72

 
148

 
60

 
(207
)
 
73

Less: Net income attributable to noncontrolling interests
—

 
—

 
(1
)
 
—

 
(1
)
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
$
72

 
$
148

 
$
59

 
$
(207
)
 
$
72

 
 
 
 
 
 
 
 
 
 


44

MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)

 
Six months ended March 31, 2015
 
Parent
 
Guarantors
 
Non- Guarantors
 
Elims
 
Consolidated
Net income
$
72

 
$
148

 
$
60

 
$
(207
)
 
$
73

Other comprehensive income (loss)
(44
)
 
(92
)
 
18

 
73

 
(45
)
Total comprehensive income
28

 
56

 
78

 
(134
)
 
28

Less: Comprehensive income attributable to noncontrolling interests
—

 
—

 
—

 
—

 
—

Comprehensive income attributable to Meritor, Inc.
$
28

 
$
56

 
$
78

 
$
(134
)
 
$
28



45
Index
MERITOR, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
(In millions)
(Unaudited)


 
March 31, 2016
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
CURRENT ASSETS:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
24

 
$
5

 
$
65

 
$
—

 
$
94

Receivables trade and other, net
—

 
30

 
396

 
—

 
426

Inventories
—

 
165

 
197

 
—

 
362

Other current assets
4

 
22

 
27

 
—

 
53

TOTAL CURRENT ASSETS
28

 
222

 
685

 
—

 
935

NET PROPERTY
19

 
187

 
221

 
—

 
427

GOODWILL
—

 
219

 
180

 
—

 
399

OTHER ASSETS
55

 
133

 
144

 
—

 
332

INVESTMENTS IN SUBSIDIARIES
2,384

 
329

 
—

 
(2,713
)
 
—

TOTAL ASSETS
$
2,486

 
$
1,090

 
$
1,230

 
$
(2,713
)
 
$
2,093

CURRENT LIABILITIES:
 
 
 
 
 
 
 
 
 
Short-term debt
$
1

 
$
4

 
$
20

 
$
—

 
$
25

Accounts and notes payable
41

 
182

 
288

 
—

 
511

Other current liabilities
85

 
61

 
107

 
—

 
253

TOTAL CURRENT LIABILITIES
127

 
247

 
415

 
—

 
789

LONG-TERM DEBT
967

 
4

 
7

 
—

 
978

RETIREMENT BENEFITS
583

 
—

 
28

 
—

 
611

INTERCOMPANY PAYABLE (RECEIVABLE)
1,401

 
(1,986
)
 
585

 
—

 
—

OTHER LIABILITIES
34

 
238

 
44

 
—

 
316

EQUITY (DEFICIT) ATTRIBUTABLE TO
       MERITOR, INC.
(626
)
 
2,587

 
126

 
(2,713
)
 
(626
)
NONCONTROLLING INTERESTS
—

 
—

 
25

 
—

 
25

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
2,486

 
$
1,090

 
$
1,230

 
$
(2,713
)
 
$
2,093


46
Index
MERITOR, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
(In millions)
(Unaudited)


 
September 30, 2015
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
CURRENT ASSETS:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
73

 
$
6

 
$
114

 
$
—

 
$
193

Receivables trade and other, net
1

 
40

 
420

 
—

 
461

Inventories
—

 
159

 
179

 
—

 
338

Other current assets
4

 
20

 
26

 
—

 
50

TOTAL CURRENT ASSETS
78

 
225

 
739

 
—

 
1,042

NET PROPERTY
15

 
183

 
221

 
—

 
419

GOODWILL
—

 
219

 
183

 
—

 
402

OTHER ASSETS
61

 
129

 
142

 
—

 
332

INVESTMENTS IN SUBSIDIARIES
2,354

 
313

 
—

 
(2,667
)
 
—

TOTAL ASSETS
$
2,508

 
$
1,069

 
$
1,285

 
$
(2,667
)
 
$
2,195

CURRENT LIABILITIES:
 
 
 
 
 
 
 
 
 
Short-term debt
$
1

 
$
4

 
$
10

 
$
—

 
$
15

Accounts and notes payable
55

 
213

 
306

 
—

 
574

Other current liabilities
93

 
83

 
103

 
—

 
279

TOTAL CURRENT LIABILITIES
149

 
300

 
419

 
—

 
868

LONG-TERM DEBT
1,017

 
6

 
13

 
—

 
1,036

RETIREMENT BENEFITS
603

 
—

 
29

 
—

 
632

INTERCOMPANY PAYABLE (RECEIVABLE)
1,365

 
(1,886
)
 
521

 
—

 
—

OTHER LIABILITIES
45

 
217

 
43

 
—

 
305

EQUITY (DEFICIT) ATTRIBUTABLE TO
       MERITOR, INC.
(671
)
 
2,432

 
235

 
(2,667
)
 
(671
)
NONCONTROLLING INTERESTS
—

 
—

 
25

 
—

 
25

TOTAL LIABILITIES AND EQUITY (DEFICIT)
$
2,508

 
$
1,069

 
$
1,285

 
$
(2,667
)
 
$
2,195


47
Index
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)


 
Six Months Ended March 31, 2016
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES
$
(20
)
 
$
18

 
$
41

 
$
—

 
$
39

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(12
)
 
(22
)
 
(13
)
 
—

 
(47
)
Other investing activities
—

 
4

 
(1
)
 
—

 
3

Net investing cash flows provided by discontinued operations
—

 
1

 
3

 
—

 
4

CASH USED FOR INVESTING ACTIVITIES
(12
)
 
(17
)
 
(11
)
 
—

 
(40
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
Repayment of notes
(55
)
 
—

 
—

 
—

 
(55
)
Repurchase of Common Stock
(43
)
 
—

 
—

 
—

 
(43
)
Intercompany advances
81

 
—

 
(81
)
 
—

 
—

Other financing activities
—

 
(2
)
 
—

 
—

 
(2
)
CASH USED FOR FINANCING ACTIVITIES
(17
)
 
(2
)
 
(81
)
 
—

 
(100
)
EFFECT OF CHANGES IN FOREIGN CURRENCY
       EXCHANGE RATES ON CASH AND CASH
       EQUIVALENTS
—

 
—

 
2

 
—

 
2

CHANGE IN CASH AND CASH EQUIVALENTS
(49
)
 
(1
)
 
(49
)
 
—

 
(99
)
CASH AND CASH EQUIVALENTS AT BEGINNING
       OF PERIOD
73

 
6

 
114

 
—

 
193

CASH AND CASH EQUIVALENTS AT END OF
       PERIOD
$
24

 
$
5

 
$
65

 
$
—

 
$
94


48
Index
MERITOR, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)


 
Six months ended March 31, 2015
 
Parent
 
Guarantors
 
Non-
Guarantors
 
Elims
 
Consolidated
CASH FLOWS PROVIDED BY
       OPERATING ACTIVITIES
$
7

 
$
10

 
$
12

 
$
—

 
$
29

INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(1
)
 
(10
)
 
(12
)
 
—

 
(23
)
Net investing cash flows provided by discontinued operations
—

 
1

 
3

 
—

 
4

CASH USED FOR INVESTING ACTIVITIES
(1
)
 
(9
)
 
(9
)
 
—

 
(19
)
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
Repayment of notes
(16
)
 
—

 
—

 
—

 
(16
)
Repurchase of common stock
(16
)
 
—

 
—

 
—

 
(16
)
Intercompany advances
54

 
—

 
(54
)
 
—

 
—

Other financing activities
—

 
(2
)
 
(4
)
 
—

 
(6
)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
22

 
(2
)
 
(58
)
 
—

 
(38
)
EFFECT OF CHANGES IN FOREIGN CURRENCY
       EXCHANGE RATES ON CASH AND CASH
       EQUIVALENTS
—

 
—

 
(12
)
 
—

 
(12
)
CHANGE IN CASH AND CASH EQUIVALENTS
28

 
(1
)
 
(67
)
 
—

 
(40
)
CASH AND CASH EQUIVALENTS AT BEGINNING
       OF PERIOD
71

 
5

 
171

 
—

 
247

CASH AND CASH EQUIVALENTS AT END OF
       PERIOD
$
99

 
$
4

 
$
104

 
$
—

 
$
207


Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. As of March 31, 2016 and September 30, 2015 , Parent-only obligations included $ 611 million and $631 million of pension and retiree medical benefits, respectively (see Note 19). All debt is debt of the Parent other than $ 35 million and $33 million at March 31, 2016 and September 30, 2015 , respectively (see Note 17), and is primarily related to capital lease obligations and lines of credit. There were $17 million cash dividends paid to the Parent by subsidiaries and investments accounted for by the equity method for the six months ended March 31, 2016 and $37 million for the six months ended March 31, 2015 .


49

MERITOR, INC.

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
OVERVIEW
Meritor, Inc. (the "company", "our", "we" 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, military, bus and coach, construction, and other industrial OEMs and certain aftermarkets. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR.
2nd Quarter Fiscal Year 2016 Results
Our sales for the second quarter of fiscal year 2016 were $821 million , a decrease compared to $864 million in the same period in the prior fiscal year. The decrease in sales was driven by lower production in the North America Class 8 truck market and South America and the effect of foreign exchange translation particularly in Brazil partially offset by increased market share in the North America market.
Adjusted EBITDA (see Non-GAAP Financial Measures below) for the second quarter of fiscal year 2016 was $81 million compared to $87 million in the same period in the prior fiscal year. Our Adjusted EBITDA margin (see Non-GAAP Financial Measures below) in the second quarter of fiscal year 2016 was 9.9 percent compared to 10.1 percent in the same period a year ago. The decline in Adjusted EBITDA and Adjusted EBITDA margin was driven by lower production volumes in North and South America and a non-recurring foreign currency hedge gain in the second quarter of 2015, which were partially offset by lower material, labor and burden costs.
Net income from continuing operations attributable to the company for the second quarter of fiscal year 2016 was $33 million compared to $39 million in the same period in the prior fiscal year. Adjusted income from continuing operations attributable to the company (see Non-GAAP Financial Measures below) for the second quarter of fiscal year 2016 was $38 million compared to $43 million in the same period in the prior fiscal year.
Cash flow provided by operating activities was $44 million in the second quarter of fiscal year 2016 compared to cash flows provided by operating activities of $38 million in the same period last year.
Equity and Equity-Linked Repurchase Authorization
On March 1, 2016, substantially all of the $55 million of the 4.625% convertible notes were repurchased at 100 percent of the face value of the notes. The repurchase was part of the $210 million equity and equity linked repurchase program. The amount remaining available for repurchase under the authorization was $39 million at March 31, 2016 .
Trends and Uncertainties
      Industry Production Volumes
     The following table reflects estimated on-highway commercial truck production volumes for selected original equipment (OE) markets for the three and six months ended March 31, 2016 and 2015 based on available sources and management’s estimates.
 
Three Months Ended
March 31,
 
Percent
 
Six Months Ended March 31,
 
Percent
 
2016

2015
 
Change
 
2016
 
2015
 
Change
Estimated Commercial Truck production (in thousands):
North America, Heavy-Duty Trucks
64

 
79

 
(19
)%
 
136

 
156

 
(13
)%
North America, Medium-Duty Trucks
64

 
57

 
12
 %
 
124

 
115

 
8
 %
North America, Trailers
68

 
69

 
(1
)%
 
144

 
141

 
2
 %
Western Europe, Heavy- and Medium-Duty Trucks
108

 
94

 
15
 %
 
224

 
195

 
15
 %
South America, Heavy- and Medium-Duty Trucks
15

 
24

 
(38
)%
 
30

 
52

 
(42
)%
India, Heavy- and Medium-Duty Trucks
94

 
74

 
27
 %
 
168

 
132

 
27
 %
     

North America:
We expect production volumes in North America to return to more normalized levels by historical standards in fiscal year 2016, which represents significantly decreased levels compared to those experienced in fiscal year 2015, particularly in the second half of fiscal year 2016.

50

MERITOR, INC.


Western Europe:
During fiscal year 2016, we expect production volumes in Western Europe to increase compared to the levels experienced in fiscal year 2015.

South America:
During fiscal year 2016, we expect the markets in South America to remain consistent with the depressed levels experienced in the second half of fiscal year 2015.

China:
During fiscal year 2016, we expect production volumes in China to remain relatively flat compared with levels experienced in fiscal year 2015.

India:
During fiscal year 2016, we expect production volumes in India to continue to improve compared to the levels experienced in fiscal year 2015.

Industry-Wide Issues
Our business continues to address a number of other challenging industry-wide issues including the following:
•
Uncertainty around the global market outlook;
•
Volatility in price and availability of steel, components and other commodities;
•
Disruptions in the financial markets and their impact on the availability and cost of credit;
•
Volatile energy and increasing transportation costs;
•
Impact of currency exchange rate volatility;
•
Consolidation and globalization of OEMs and their suppliers; and
•
Significant pension and retiree medical health care costs.
Other
Other significant factors that could affect our results and liquidity in fiscal year 2016 and beyond include:
•
Significant contract awards or losses of existing contracts or failure to negotiate acceptable terms in contract renewals;
•
Failure to obtain new business;
•
Our ability to manage possible adverse effects on our European operations, or financing arrangements related thereto, in the event one or more countries exit the European monetary union;
•
Our ability to implement planned productivity, cost reduction, and other margin improvement initiatives;
•
Our ability to work with our customers to manage rapidly changing production volumes;
•
Our ability to recover and timing of recovery of steel price and other cost increases from our customers;
•
Any unplanned extended shutdowns or production interruptions by us, our customers or our suppliers;
•
A significant deterioration or slowdown in economic activity in the key markets in which we operate;
•
Competitively driven price reductions to our customers;
•
Potential price increases from our suppliers;
•
Additional restructuring actions and the timing and recognition of restructuring charges, including any actions associated with the prolonged softness in markets in which we operate;
•
Higher-than-planned warranty expenses, including the outcome of known or potential recall campaigns;

51

MERITOR, INC.

•
Uncertainties of asbestos claim litigation and the outcome of litigation with insurance companies regarding the scope of coverage and the long-term solvency of our insurance carriers; and
•
Restrictive government actions by foreign countries (such as restrictions on transfer of funds and trade protection measures, including export duties, quotas and customs duties and tariffs).
NON-GAAP FINANCIAL MEASURES
In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP"), we have provided information regarding non-GAAP financial measures. These non-GAAP financial measures include Adjusted income (loss) from continuing operations, Adjusted diluted earnings (loss) per share from continuing operations, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow.
     Adjusted income (loss) from continuing operations and Adjusted diluted earnings (loss) per share from continuing operations are defined as reported income or loss from continuing operations and reported diluted earnings (loss) per share from continuing operations before restructuring expenses, asset impairment charges, non-cash tax expense related to the use of deferred tax assets in jurisdictions with net operating loss carry forwards, and other special items as determined by management. Adjusted EBITDA is defined as income (loss) from continuing operations before interest, income taxes, depreciation and amortization, non-controlling interests in consolidated joint ventures, loss on sale of receivables, restructuring expenses, asset impairment charges and other special items as determined by management. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by consolidated sales from continuing operations. Free cash flow is defined as cash flows provided by (used for) operating activities less capital expenditures.
     Management believes these non-GAAP financial measures are useful to both management and investors in their analysis of the company's financial position and results of operations. In particular, management believes that Adjusted EBITDA, Adjusted EBITDA margin and Adjusted diluted earnings (loss) per share from continuing operations are meaningful measures of performance as they are commonly utilized by management and the investment community to analyze operating performance in our industry. Further, management uses these non-GAAP financial measures for planning and forecasting future periods. Management believes that Free cash flow is useful in analyzing our ability to service and repay debt and return value directly to shareholders.
     Adjusted income (loss) from continuing operations, Adjusted diluted earnings (loss) per share from continuing operations and Adjusted EBITDA should not be considered a substitute for the reported results prepared in accordance with GAAP and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. Free cash flow should not be considered a substitute for cash provided by (used for) operating activities, or other cash flow statement data prepared in accordance with GAAP, or as a measure of financial position or liquidity. In addition, these non-GAAP cash flow measures do not reflect cash used to repay debt or cash received from the divestitures of businesses or sales of other assets and thus do not reflect funds available for investment or other discretionary uses. These non-GAAP financial measures, as determined and presented by the company, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.
Adjusted income from continuing operations attributable to the company and adjusted diluted earnings per share from continuing operations are reconciled to income from continuing operations attributable to the company and diluted earnings per share from continuing operations below (in millions, except per share amounts).
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016

2015 (1)
 
2016
 
2015  (1)
Adjusted income from continuing operations attributable to the company, net of tax
$
38

 
$
43

 
$
69

 
$
79

Restructuring costs
(2
)
 
(3
)
 
(3
)
 
(6
)
Non-cash tax expense
(3
)
 
(1
)
 
(5
)
 
(2
)
           Income from continuing operations attributable to the company
$
33

 
$
39

 
$
61

 
$
71

 
 
 
 
 
 
 
 
Adjusted diluted earnings per share from continuing operations
$
0.41

 
$
0.42

 
$
0.74

 
$
0.77

Impact of adjustments on diluted earnings per share
(0.05
)
 
(0.04
)
 
(0.09
)
 
(0.07
)
           Diluted earnings per share from continuing operations
$
0.36

 
$
0.38

 
$
0.65

 
$
0.70

           

52

MERITOR, INC.

(1)  
The three and six months ended March 31, 2015 have been recast to reflect non-cash tax expense.

Free cash flow is reconciled to cash flows used for operating activities below (in millions).
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
Cash provided by operating activities
$
44

 
$
38

 
$
39

 
$
29

Capital expenditures
(25
)
 
(11
)
 
(47
)
 
(23
)
Free cash flow
$
19

 
$
27

 
$
(8
)
 
$
6

Adjusted EBITDA is reconciled to net income attributable to Meritor, Inc. in Results of Operations below.

53

MERITOR, INC.

Results of Operations
The following is a summary of our financial results (in millions, except per share amounts):
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2016
 
2015
 
2016
 
2015
SALES:
 
 
 
 
 
 
 
Commercial Truck & Industrial
$
631

 
$
681

 
$
1,264

 
$
1,384

Aftermarket & Trailer
218

 
212

 
421

 
420

Intersegment Sales
(28
)
 
(29
)
 
(55
)
 
(61
)
SALES
$
821

 
$
864

 
$
1,630

 
$
1,743

SEGMENT EBITDA:
 
 
 
 
 
 
 
Commercial Truck & Industrial
$
56

 
$
57

 
$
108

 
$
113

Aftermarket & Trailer
28

 
30

 
48

 
55

SEGMENT EBITDA:
84

 
87

 
156

 
168

Unallocated legacy and corporate costs, net (1)
(3
)
 
—

 
1

 
(2
)
ADJUSTED EBITDA:
81

 
87

 
157

 
166

Interest expense, net
(21
)
 
(21
)
 
(43
)
 
(40
)
Provision for income taxes
(7
)
 
(6
)
 
(14
)
 
(13
)
Depreciation and amortization
(16
)
 
(17
)
 
(31
)
 
(32
)
Noncontrolling interests
—

 
—

 
(1
)
 
(1
)
Loss on sale of receivables
(2
)
 
(1
)
 
(4
)
 
(3
)
Restructuring costs
(2
)
 
(3
)
 
(3
)
 
(6
)
INCOME FROM CONTINUING OPERATIONS, net of tax, attributable to Meritor, Inc.
33

 
39

 
61

 
71

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax, attributable to Meritor, Inc.
(1
)
 
4

 
(3
)
 
1

NET INCOME attributable to Meritor, Inc.
$
32

 
$
43

 
$
58

 
$
72

DILUTED EARNINGS (LOSS) PER SHARE attributable to Meritor, Inc.:
 
 
 
 
 
 
 
Continuing operations
$
0.36

 
$
0.38

 
$
0.65

 
$
0.70

Discontinued operations
(0.01
)
 
0.04

 
(0.03
)
 
0.01

Diluted earnings per share
$
0.35

 
$
0.42

 
$
0.62

 
$
0.71

DILUTED AVERAGE COMMON SHARES OUTSTANDING
92.5

 
102.9

 
93.5

 
102.0

(1)  
Unallocated legacy and corporate costs, net represents items that are not directly related to our business segments. These costs primarily include asbestos-related charges, pension and retiree medical costs associated with sold businesses and other legacy costs for environmental charges.














54

MERITOR, INC.

Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015
   Sales
The following table reflects total company and business segment sales for the three months ended March 31, 2016 and 2015 (dollars in millions). The reconciliation is intended to reflect the trend in business segment sales and to illustrate the impact that changes in foreign currency exchange rates, volumes and other factors had on sales. Business segment sales include intersegment sales.
 
Three Months Ended
March 31,
 
 
 
 
 
Dollar Change Due To
 
2016
 
2015
 
Dollar
Change
 
%
Change
 
Currency
 
Volume/ Other
Sales:
 
 
 
 
 
 
 
 
 
 
 
Commercial Truck & Industrial
 
 
 
 
 
 
 
 
 
 
 
            North America
$
357

 
$
384

 
$
(27
)
 
(7
)%
 
$
—

 
$
(27
)
            Europe
140

 
144

 
(4
)
 
(3
)%
 
(3
)
 
(1
)
            South America
32

 
49

 
(17
)
 
(35
)%
 
(12
)
 
(5
)
     China
18

 
25

 
(7
)
 
(28
)%
 
(1
)
 
(6
)
     India
42

 
38

 
4

 
11
 %
 
(3
)
 
7

     Other
21

 
20

 
1

 
5
 %
 
(1
)
 
2

          Total External Sales
$
610

 
$
660

 
$
(50
)
 
(8
)%
 
$
(20
)
 
$
(30
)
            Intersegment Sales
21

 
21

 
—

 
—
 %
 
(1
)
 
1

          Total Sales
$
631

 
$
681

 
$
(50
)
 
(7
)%
 
$
(21
)
 
$
(29
)
 
 
 
 
 
 
 
 
 
 
 
 
Aftermarket & Trailer
 
 
 
 
 
 
 
 
 
 
 
            North America
$
181

 
$
176

 
$
5

 
3
 %
 
$
(2
)
 
$
7

            Europe
30

 
28

 
2

 
7
 %
 
(1
)
 
3

          Total External Sales
$
211

 
$
204

 
$
7

 
3
 %
 
$
(3
)
 
$
10

            Intersegment Sales
7

 
8

 
(1
)
 
(13
)%
 
(1
)
 
—

          Total Sales
$
218

 
$
212

 
$
6

 
3
 %
 
$
(4
)
 
$
10

 
 
 
 
 
 
 
 
 
 
 
 
Total External Sales
$
821


$
864

 
$
(43
)
 
(5
)%
 
$
(23
)
 
$
(20
)
Commercial Truck & Industrial sales were $631 million in the second quarter of fiscal year 2016, down 7 percent compared to the second quarter of fiscal year 2015 . The decrease in sales was driven by lower production in the North America Class 8 truck market and South America and the effect of foreign exchange translation particularly in Brazil partially offset by increased market share in the North America market.
Aftermarket & Trailer sales were $218 million in the second quarter of fiscal year 2016, up 3 percent compared to the second quarter of fiscal year 2015 . The increase in sales was primarily driven by higher trailer production in North America.
Cost of Sales and Gross Profit
     Cost of sales primarily represents materials, labor and overhead production costs associated with the company’s products and production facilities. Cost of sales for the three months ended March 31, 2016 was $700 million compared to $749 million in the same period in the prior fiscal year, representing a decrease of 6.5 percent . Total cost of sales was 85.3 and 86.7 percent of sales for the three month periods ended March 31, 2016 and 2015, respectively.
     The following table summarizes significant factors contributing to the changes in costs of sales during the second quarter of fiscal year 2016 compared to the same quarter in the prior year (in millions):

55

MERITOR, INC.

 
Cost of Sales
Three Months Ended March 31, 2015
$
749

Volume, mix and other, net
(30
)
Foreign exchange
(19
)
Three Months Ended March 31, 2016
$
700

     Changes in the components of cost of sales year over year are summarized as follows (in millions):
 
Change in Cost of Sales
Lower material costs
$
(45
)
Lower labor and overhead costs
(10
)
Other, net
6

Total change in costs of sales
$
(49
)
Material costs represent the majority of our cost of sales and include raw materials, composed primarily of steel and purchased components. Material costs for the three months ended March 31, 2016 decreased $45 million compared to the same period in the prior fiscal year primarily due to lower volumes, the movement in foreign currency rates, material economics and material performance programs.
Labor and overhead costs decreased $10 million compared to the same period in the prior fiscal year primarily due to the movement in foreign currency rates and savings associated with labor and burden cost reduction programs.
Gross margin for the three-month periods ended March 31, 2016 and 2015 was $121 million and $115 million , respectively. Gross margin, as a percentage of sales, was 14.7 and 13.3 percent for the three-month periods ended March 31, 2016 and 2015, respectively. This improvement in gross margin percentage was primarily driven by lower material, labor and burden costs.
Other Income Statement Items
     Selling, general and administrative expenses ("SG&A") for the three months ended March 31, 2016 and 2015 are summarized as follows (dollars in millions):
 
Three Months Ended
 
Three Months Ended
 
 
 
 
 
March 31, 2016
 
March 31, 2015
 
Increase (Decrease)
SG&A
Amount
 
% of sales
 
Amount
 
% of sales
 
 
 
 
Loss on sale of receivables
$
(2
)
 
(0.2
)%
 
$
(1
)
 
(0.1
)%
 
$
1

 
0.1 pts
Short and long-term variable
     compensation
(7
)
 
(0.9
)%
 
(4
)
 
(0.5
)%
 
3

 
0.4 pts
All other SG&A
(51
)
 
(6.2
)%
 
(52
)
 
(6.0
)%
 
(1
)
 
0.2 pts
Total SG&A
$
(60
)
 
(7.3
)%
 
$
(57
)
 
(6.6
)%
 
$
3

 
0.7 pts
      All other SG&A, which represents normal selling, general and administrative expense, remained relatively flat year-over-year as a percentage of sales.
Restructuring costs of $2 million and $3 million were recorded in the three months ended March 31, 2016 and 2015 , respectively. These costs primarily related to employee severance costs recognized by our Commercial Truck & Industrial segment.
Operating income increased by $1 million from $55 million in the second quarter of fiscal year 2015 to $56 million in the same period in fiscal year 2016 . Key items affecting operating income are discussed above.
Equity in earnings of affiliates decreased by $2 million from $9 million in the second quarter of fiscal year 2015 to $7 million in the same period in fiscal year 2016 .
Interest expense, net was $21 million in the second quarter of fiscal years 2016 and 2015.

56

MERITOR, INC.

Provision for income taxes was $7 million in the second quarter of fiscal year 2016 compared to $6 million in the same period in the prior fiscal year. The increase in tax expense is primarily attributable to the recording of tax expense in jurisdictions in which we previously recognized a valuation allowance.
Income from continuing operations (before noncontrolling interests) decreased by $6 million from $39 million in the second quarter of fiscal year 2015 to $33 million in the same period in fiscal year 2016 . The reasons for the decrease are discussed above.
Loss from discontinued operations, net of tax was $1 million in the second quarter of fiscal year 2016 . For the same period in fiscal year 2015 , income from discontinued operations, net of tax was $4 million , which primarily related to the resolution of indemnities from certain previously divested businesses.
Net income attributable to Meritor, Inc. decreased by $11 million from $43 million in the second quarter of fiscal year 2015 to $ 32 million in the same period in fiscal year 2016 . The various factors affecting net income are discussed above.
Segment EBITDA and EBITDA Margins
Segment EBITDA is defined as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization, noncontrolling interests in consolidated joint ventures, loss on sale of receivables, restructuring expense, and asset impairment charges. We use Segment EBITDA as the primary basis for the Chief Operating Decision Maker ("CODM") to evaluate the performance of each of our reportable segments. Segment EBITDA margin is defined as Segment EBITDA divided by consolidated sales from continuing operations.
     The following table reflects Segment EBITDA and Segment EBITDA margins for the three months ended March 31, 2016 and 2015 (in millions).
 
Segment EBITDA
 
Segment EBITDA Margins
 
Three Months Ended March 31,
 
 
 
Three Months Ended March 31,

 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Commercial Truck & Industrial
$
56

 
$
57

 
$
(1
)
 
8.9
%
 
8.4
%
 
0.5 pts
Aftermarket & Trailer
28

 
30

 
(2
)
 
12.8
%
 
14.2
%
 
(1.4) pts
Segment EBITDA
$
84

 
$
87

 
$
(3
)
 
10.2
%
 
10.1
%
 
0.1 pts
     Significant items impacting year-over-year Segment EBITDA include the following (in millions):
 
Commercial
Truck & Industrial
 
Aftermarket
& Trailer
 
TOTAL
Segment EBITDA– Quarter ended March 31, 2015
$
57

 
$
30

 
$
87

Lower earnings from unconsolidated affiliates

(2
)
 
—

 
(2
)
Impact of foreign currency option contracts gains (prior year)
(5
)
 
(1
)
 
(6
)
Impact of foreign currency translation
(2
)
 
—

 
(2
)
Volume, mix, pricing and other
8

 
(1
)
 
7

Segment EBITDA – Quarter ended March 31, 2016
$
56

 
$
28

 
$
84


Commercial Truck & Industrial Segment EBITDA was $56 million in the second quarter of fiscal year 2016 , down $1 million from the same period in the prior fiscal year. Segment EBITDA margin increased to 8.9 percent compared to 8.4 percent in the same period in the prior fiscal year. The increase in Segment EBITDA margin was driven primarily by lower material, labor and burden costs, which more than offset the one-time foreign exchange hedge gains recognized in the second quarter of 2015.
      Aftermarket & Trailer Segment EBITDA was $28 million in the second quarter of fiscal year 2016 , down $2 million from the same period in the prior fiscal year. Segment EBITDA margin decreased to 12.8 percent compared to 14.2 percent in the same period in the prior fiscal year. The decrease in Segment EBITDA and Segment EBITDA margin was primarily driven by unfavorable product mix.


57

MERITOR, INC.

Six Months Ended March 31, 2016 Compared to Six Months Ended March 31, 2015
   Sales
The following table reflects total company and business segment sales for the six months ended March 31, 2016 and 2015 (in millions). The reconciliation is intended to reflect the trend in business segment sales and to illustrate the impact that changes in foreign currency exchange rates, volumes and other factors had on sales. Business segment sales include intersegment sales.
 
Six Months Ended March 31,
 
 
 
 
 
Dollar Change Due To
 
2016
 
2015
 
Dollar
Change
 
%
Change
 
Currency
 
Volume/ Other
Sales:
 
 
 
 
 
 
 
 
 
 
 
Commercial Truck & Industrial
 
 
 
 
 
 
 
 
 
 
 
            North America
$
722

 
$
747

 
$
(25
)
 
(3
)%
 
$
—

 
$
(25
)
            Europe
286

 
304

 
(18
)
 
(6
)%
 
(24
)
 
6

            South America
56

 
124

 
(68
)
 
(55
)%
 
(26
)
 
(42
)
     China
39

 
52

 
(13
)
 
(25
)%
 
(2
)
 
(11
)
     India
78

 
68

 
10

 
15
 %
 
(6
)
 
16

     Other
42

 
43

 
(1
)
 
(2
)%
 
(5
)
 
4

          Total External Sales
$
1,223

 
$
1,338

 
$
(115
)
 
(9
)%
 
$
(63
)
 
$
(52
)
            Intersegment Sales
41

 
46

 
(5
)
 
(11
)%
 
(6
)
 
1

          Total Sales
$
1,264

 
$
1,384

 
$
(120
)
 
(9
)%
 
$
(69
)
 
$
(51
)
 
 
 
 
 
 
 
 
 
 
 
 
Aftermarket & Trailer
 
 
 
 
 
 
 
 
 
 
 
            North America
$
350

 
$
346

 
$
4

 
1
 %
 
$
(6
)
 
$
10

            Europe
57

 
59

 
(2
)
 
(3
)%
 
(5
)
 
3

          Total External Sales
$
407

 
$
405

 
$
2

 
—
 %
 
$
(11
)
 
$
13

            Intersegment Sales
14

 
15

 
(1
)
 
(7
)%
 
(5
)
 
4

          Total Sales
$
421

 
$
420

 
$
1

 
—
 %
 
$
(16
)
 
$
17

 
 
 
 
 
 
 
 
 
 
 
 
Total External Sales
$
1,630


$
1,743

 
$
(113
)
 
(6
)%
 
$
(74
)
 
$
(39
)
Commercial Truck & Industrial sales were $1,264 million in the first six months of fiscal year 2016, down 9 percent compared to the first six months of fiscal year 2015. The decrease in sales was impacted by lower production in the North America Class 8 truck market and South America and the effect of foreign exchange translation primarily driven by the strong U.S. dollar relative to the Brazilian real and euro.
Aftermarket & Trailer sales were $421 million in the second quarter of fiscal year 2016, consistent with sales in the first six months of fiscal year 2015. Sales were relatively flat as higher trailer production in North America offset the unfavorable impact of the strengthening U.S. dollar against the euro compared to the same period in the prior fiscal year.
Cost of Sales and Gross Profit
     Cost of sales primarily represents materials, labor and overhead production costs associated with the company’s products and production facilities. Cost of sales for the six months ended March 31, 2016 was $1,405 million compared to $1,513 million in the same period in the prior fiscal year, representing a decrease of 7 percent . Total cost of sales was 86.2 and 86.8 percent of sales for the six month periods ended March 31, 2016 and 2015, respectively.
     The following table summarizes significant factors contributing to the changes in costs of sales during the first six months of fiscal year 2016 compared to the same period in the prior year (in millions):

58

MERITOR, INC.

 
Cost of Sales
Six months ended March 31, 2015
$
1,513

Volume, mix and other, net
(46
)
Foreign exchange
(62
)
Six Months Ended March 31, 2016
$
1,405

     Changes in the components of cost of sales year over year are summarized as follows (in millions):
 
Change in Cost of Sales
Lower material costs
$
(89
)
Lower labor and overhead costs
(24
)
Other, net
5

Total change in costs of sales
$
(108
)
Material costs represent the majority of our cost of sales and include raw materials, composed primarily of steel and purchased components. Material costs for the six months ended March 31, 2016 decreased $89 million compared to the same period in the prior fiscal year primarily due to lower volumes, movement in foreign currency rates, material economics and material performance programs.
Labor and overhead costs decreased $24 million compared to the same period in the prior fiscal year primarily due to the movement in foreign currency rates and savings associated with labor and burden cost reduction programs.
Gross margin for the six-month periods ended March 31, 2016 and 2015 was $225 million and $230 million , respectively. Gross margin, as a percentage of sales, was 13.8 and 13.2 percent for the six-month periods ended March 31, 2016 and 2015, respectively. This improvement in gross margin percentage was primarily driven by lower material, labor and burden costs.
Other Income Statement Items
     SG&A for the six months ended March 31, 2016 and 2015 are summarized as follows (dollars in millions):
 
Six Months Ended
 
Six Months Ended
 
 
 
 
 
March 31, 2016
 
March 31, 2015
 
Increase (Decrease)
SG&A
Amount
 
% of sales
 
Amount
 
% of sales
 
 
 
 
Loss on sale of receivables
$
(4
)
 
(0.2
)%
 
$
(3
)
 
(0.2
)%
 
$
1

 
0.0 pts
Short and long-term variable
     compensation
(15
)
 
(0.9
)%
 
(12
)
 
(0.7
)%
 
3

 
0.2 pts
Insurance settlement
5

 
0.3
 %
 
—

 
—
 %
 
(5
)
 
(0.3) pts
All other SG&A
(102
)
 
(6.3
)%
 
(107
)
 
(6.1
)%
 
(5
)
 
0.2 pts
Total SG&A
$
(116
)
 
(7.1
)%
 
$
(122
)
 
(7.0
)%
 
$
(6
)
 
0.1 pts

In the first quarter of fiscal year 2016, we recognized $5 million related to an insurance settlement for recoveries for defense and indemnity costs associated with Maremont asbestos liabilities.
      All other SG&A, which represents normal selling, general and administrative expense, remained relatively flat year over year as a percentage of sales.
Restructuring costs of $3 million compared to $6 million were recorded during the first six months of March 31, 2016 and 2015 , respectively. The costs incurred in the first six months of fiscal year 2016 primarily related to employee severance costs split between our Commercial Truck & Industrial segment and Aftermarket & Trailer segment. During the first six months of fiscal year 2015, $5 million of restructuring costs were recognized by our Commercial Truck & Industrial segment and $1 million by our corporate locations, primarily related to employee severance.
Operating income was $103 million in the first six months of fiscal year 2016 and 2015 . Key items affecting operating income are discussed above.

59

MERITOR, INC.

Equity in earnings of affiliates decreased by $1 million from $18 million in the first six months of fiscal year 2015 to $17 million in the same period in fiscal year 2016 .
Interest expense, net increased by $3 million from $40 million in the first six months of fiscal year 2015 to $43 million in the same period in fiscal year 2016 . In the third and fourth quarters of fiscal year 2015, we issued new debt, the proceeds of which we used to fund contributions to our pension plans and to repurchase certain other debt obligations. This resulted in a higher long-term debt balance in the first six months of fiscal year 2016 compared to the same period in fiscal year 2015.
Provision for income taxes was $14 million in the first six months of fiscal years 2016 compared to $13 million in the same period in the prior fiscal year. The increase in tax expense was primarily attributable to the recording of tax expense in jurisdictions in which we previously recognized a valuation allowance.
Income from continuing operations (before noncontrolling interests) decreased by $10 million from $72 million in the first six months of fiscal year 2015 to $62 million in the same period in fiscal year 2016 . The reasons for the decrease are discussed above.
Loss from discontinued operations, net of tax was $3 million in the first six months of fiscal year 2016 . For the same period in fiscal year 2015, income from discontinued operations, net of tax was $1 million , which included approximately $4 million of income related to the resolution of indemnities from certain previously divested businesses.
Net income attributable to Meritor, Inc. decreased by $14 million from $72 million in the first six months of fiscal year 2015 to $58 million in the same period in fiscal year 2016 . The various factors affecting net income are discussed above.
Segment EBITDA and EBITDA Margins
     The following table reflects Segment EBITDA and Segment EBITDA margins for the six months ended March 31, 2016 and 2015 (dollars in millions).
 
Segment EBITDA
 
Segment EBITDA Margins
 
Six Months Ended March 31,
 
 
 
Six Months Ended March 31,
 
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
Commercial Truck & Industrial
$
108

 
$
113

 
$
(5
)
 
8.5
%
 
8.2
%
 
0.3 pts
Aftermarket & Trailer
48

 
55

 
(7
)
 
11.4
%
 
13.1
%
 
(1.7) pts
Segment EBITDA
$
156

 
$
168

 
$
(12
)
 
9.6
%
 
9.6
%
 
0.0 pts
     Significant items impacting year-over-year Segment EBITDA include the following (in millions):

 
Commercial
Truck & Industrial
 
Aftermarket
& Trailer
 
TOTAL
Segment EBITDA– Six months ended March 31, 2015
$
113

 
$
55

 
$
168

Lower earnings from unconsolidated affiliates
(1
)
 
—

 
(1
)
Impact of foreign currency options gains (prior year)
(5
)
 
(1
)
 
(6
)
Impact of foreign currency translation
(7
)
 
(1
)
 
(8
)
Volume, mix, pricing and other
8

 
(5
)
 
3

Segment EBITDA – Six months ended March 31, 2016
$
108

 
$
48

 
$
156


Commercial Truck & Industrial Segment EBITDA was $108 million in the first six months of fiscal year 2016 , down $5 million from the same period in the prior fiscal year. Segment EBITDA margin increased to 8.5 percent compared to 8.2 percent in the same period in the prior fiscal year. The increase in Segment EBITDA margin was primarily driven by lower material, labor and burden costs, partially offset by a non-recurring foreign currency hedge gain in the second quarter of 2015.
      Aftermarket & Trailer Segment EBITDA was $48 million in the first six months of fiscal year 2016 , down $7 million from the same period in the prior fiscal year. Segment EBITDA margin decreased to 11.4 percent compared to 13.1 percent in the same period in the prior fiscal year. The decrease in Segment EBITDA and Segment EBITDA margin was primarily driven by unfavorable product mix, foreign currency impacts, and one-time costs associated with the launch of a new warehouse system.

60

MERITOR, INC.

Financial Condition
Cash Flows (in millions)
 
Six Months Ended March 31,
 
2016
 
2015
OPERATING CASH FLOWS
 
 
 
Income from continuing operations
$
62

 
$
72

Depreciation and amortization
31

 
32

Restructuring costs
3

 
6

Equity in earnings of affiliates
(17
)
 
(18
)
Pension and retiree medical expense
10

 
14

Dividends received from equity method investments
19

 
10

Pension and retiree medical contributions
(22
)
 
(24
)
Restructuring payments
(4
)
 
(3
)
Decrease (increase) in working capital
13

 
(63
)
Changes in off-balance sheet accounts receivable factoring
(51
)
 
40

Other, net
(4
)
 
(30
)
Cash flows provided by continuing operations
40

 
36

Cash flows used for discontinued operations
(1
)
 
(7
)
CASH PROVIDED BY OPERATING ACTIVITIES
$
39

 
$
29

     Cash provided by operating activities in the first six months of fiscal year 2016 was $39 million compared to $29 million in the same period of fiscal year 2015 , the increase is due in part to $17 million received related to an insurance settlement for recoveries for defense and indemnity costs associated with Maremont asbestos liabilities.
 
Six Months Ended March 31,
 
2016
 
2015
INVESTING CASH FLOWS
 
 
 
Capital expenditures
$
(47
)
 
$
(23
)
Other investing activities
3

 
—

Net investing cash flows provided by discontinued operations
4

 
4

CASH USED FOR INVESTING ACTIVITIES
$
(40
)
 
$
(19
)
     Cash used for investing activities was $40 million in the first six months of fiscal year 2016 compared to $19 million in the same period in fiscal year 2015 due largely to an increase in capital expenditures as we invest in new product development to support our revenue growth initiatives.
 
Six Months Ended March 31,
 
2016
 
2015
FINANCING CASH FLOWS
 
 
 
Repayment of notes
$
(55
)
 
$
(16
)
Repurchase of common stock
(43
)
 
(16
)
Other financing activities
(2
)
 
(6
)
CASH USED FOR FINANCING ACTIVITIES
$
(100
)
 
$
(38
)
     Cash used for financing activities was $100 million in the first six months of fiscal year 2016 compared to $38 million in the same period of fiscal year 2015 . The increase in cash used for financing activities is primarily related to the repurchase of substantially all of the $55 million of principal amount 4.625 percent convertible notes and the $43 million (including commission costs) of cash used to repurchase 3.9 million shares of our common stock in the first quarter of fiscal year 2016 compared to the $16 million (including commission costs) on the repurchase of 1.2 million shares in the first six months of fiscal year 2015.

61

MERITOR, INC.

Liquidity
Our outstanding debt, net of discounts and unamortized debt issuance costs where applicable, is summarized as follows (in millions).
 
March 31,
 
September 30,
 
2016
 
2015
Fixed-rate debt securities
$
712

 
$
712

Fixed-rate convertible notes
270

 
324

Unamortized discount on convertible notes
(17
)
 
(20
)
Other borrowings
38

 
35

Total debt
$
1,003

 
$
1,051

Overview – Our principal operating and capital requirements are for working capital needs, capital expenditure requirements, debt service requirements, funding of pension and retiree medical costs, restructuring and product development programs. We expect fiscal year 2016 capital expenditures for our business segments to be approximately $90 million .
     We generally fund our operating and capital needs with cash on hand, cash flow from operations, our various accounts receivable securitization and factoring arrangements and availability under our revolving credit facility. Cash in excess of local operating needs is generally used to reduce amounts outstanding, if any, under our revolving credit facility or U.S. accounts receivable securitization program. Our ability to access additional capital in the long term will depend on availability of capital markets and pricing on commercially reasonable terms as well as our credit profile at the time we are seeking funds. We continuously evaluate our capital structure to ensure the most appropriate and optimal structure and may, from time to time, retire, repurchase, exchange or redeem outstanding indebtedness or common equity, issue new equity or debt securities or enter into new lending arrangements if conditions warrant.
In December 2014, we filed a shelf registration statement with the Securities and Exchange Commission, registering an unlimited amount of debt and/or equity securities that we may offer in one or more offerings on terms to be determined at the time of sale.  The December 2014 shelf registration statement superseded and replaced the shelf registration statement filed in February 2012, as amended.
     We believe our current financing arrangements provide us with the financial flexibility required to maintain our operations and fund future growth, including actions required to improve our market share and further diversify our global operations, through the term of our revolving credit facility, which matures in February 2019.

62

MERITOR, INC.

     Sources of liquidity as of March 31, 2016 , in addition to cash on hand, are as follows (in millions):
 
Total Facility
Size
 
Utilized as of
3/31/16
 
Readily Available as of
3/31/16
 
Current Expiration
On-balance sheet arrangements:
 
 
 
 
 
 
 
Revolving credit facility (1)
$
499

 
$
—

 
$
499

 
February 2019  (1)
 
Committed U.S. accounts receivable securitization (2)
100

 
—

 
74

 
December 2018
Total on-balance sheet arrangements
$
599


$
—

 
$
573

 
 
Off-balance sheet arrangements: (2)
 
 
 
 
 
 
 
Swedish Factoring Facility
$
176

 
$
121

 
$
—

 
December 2016
U.S. Factoring Facility (3)
91

 
48

 
—

 
February 2019
U.K. Factoring Facility
28

 
7

 
—

 
February 2018
Italy Factoring Facility
34

 
19

 
—

 
June 2017
Other uncommitted factoring facilities
23

 
14

 
—

 
Various
Letter of credit facility
25

 
22

 
3

 
March 2019
Total off-balance sheet arrangements
377

 
231

 
3

 
 
Total available sources
$
976


$
231

 
$
576

 
 

(1)
The availability under the revolving credit facility is subject to a collateral test and a priority debt-to-EBITDA ratio covenant and a reduction to $459 million in April 2017 as discussed under Revolving Credit Facility below.

(2)
Availability subject to adequate eligible accounts receivable available for sale.

(3)
Actual amounts may exceed bank's commitment at bank's discretion.
Cash and Liquidity Needs – Our cash and liquidity needs have been affected by the level, variability and timing of our customers’ worldwide vehicle production and other factors outside of our control. At March 31, 2016 , we had $94 million in cash and cash equivalents.
At March 31, 2016 , we had approximately $44 million of our cash and cash equivalents held in jurisdictions outside of the U.S. that, if repatriated, could result in withholding taxes. It is our intent to reinvest those cash balances in our foreign operations and we will continue to meet our liquidity needs in the U.S. through ongoing cash flows from operations in the U.S., external borrowings or both.
Our availability under the revolving credit facility is subject to a collateral test and a priority debt-to-EBITDA ratio covenant, as defined in the credit agreement, which may limit our borrowings under such agreement as of each quarter end. As long as we are in compliance with those covenants as of the quarter end, we have full availability (up to the amount of collateral under the collateral test) under the revolving credit facility every other day during the quarter. Our future liquidity is subject to a number of factors, including access to adequate funding under our revolving credit facility, access to other borrowing arrangements such as factoring or securitization facilities, vehicle production schedules and customer demand. Even taking into account these and other factors, management expects to have sufficient liquidity to fund our operating requirements through the term of our revolving credit facility. At March 31, 2016 , we were in compliance with all covenants under our credit agreement.
Equity and Equity-Linked Repurchase Authorization – In June 2014, our Board of Directors authorized the repurchase of up to $210 million of our equity and equity-linked securities (including convertible debt securities), subject to the achievement of our M2016 net debt reduction target and compliance with legal and regulatory requirements and our debt covenants. In September 2014, our Board authorized the repurchase of up to $40 million of our equity or equity-linked securities (including convertible debt securities) under the $210 million authorization that may be made annually without regard to achievement of the M2016 net debt reduction target. These authorizations have no stated expiration. As of March 31, 2016 , we had repurchased 8.1 million shares of common stock for $98 million (including commission costs), $19 million principal amount of our 4.0 percent convertible notes due 2027, and substantially all of the $55 million principal amount of our 4.625 percent convertible notes due 2026 pursuant to the equity and equity-linked repurchase authorizations (see Note 17 of the Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report ). The amount remaining available for repurchase under the authorization was $39 million as of March 31, 2016 .

63

MERITOR, INC.

Debt Repurchase Programs - In January 2015, the Offering Committee of our Board of Directors approved a repurchase program for up to $150 million aggregate principal amount of any of our public debt securities (including convertible debt securities) from time to time through open market purchases or privately negotiated transactions or otherwise, until September 30, 2016 , subject to compliance with legal and regulatory requirements and our debt covenants. This repurchase program is in addition to the equity and equity-linked repurchase authorizations described above. The amount remaining available for repurchases under the program was $150 million as of March 31, 2016 .

2026 Convertible Notes Repurchase Authorization - In May 2015, the Offering Committee of our Board of Directors approved a repurchase program for up to $175 million aggregate principal amount at maturity of our 7.875 percent convertible notes due 2026 from time to time prior to September 30, 2015 , subject to compliance with legal and regulatory requirements and our debt covenants. This repurchase program was in addition to the equity and equity-linked repurchase authorizations and debt repurchase program described above. This repurchase authorization expired on September 30, 2015.
Issuances of 2024 Notes - In fiscal year 2014, we completed a public offering of debt securities consisting of the issuance of $225 million principal amount of 10-year, 6.25 percent notes due 2024 (the "Initial 2024 Notes"). The proceeds from the sale of the Initial 2024 Notes were $225 million and, together with cash on hand, were used to repurchase $250 million principal amount of our outstanding 10.625 percent notes due 2018.
In fiscal year 2015, we completed a public offering consisting of the issuance of an additional $225 million aggregate principal amount of 6.25 percen t notes due 2024 (the "Additional 2024 Notes"), in an underwritten public offering. The proceeds from the sale of the Additional 2024 Notes were used to replenish available cash used to pay $179 million , including premium and fees, to repurchase $ 110 million principal amount at maturity of our 7.875 percent convertible notes due 2026. We used the remaining net proceeds, along with cash, to purchase annuities to satisfy our obligations under our Canadian and German pension plans.
These Additional 2024 Notes constitute a further issuance of, and are fungible with, the $225 million aggregate principal amount of the Initial 2024 Notes that we issued on February 13, 2014 and form a single series with the Initial 2024 Notes (collectively, the “2024 Notes”). The Additional 2024 Notes have terms identical to the Initial 2024 Notes, other than issue date and offering price, and have the same CUSIP number as the Initial 2024 Notes. Upon completion of the offering, the aggregate principal amount of outstanding notes of this series was $450 million.
The 2024 Notes constitute senior unsecured obligations of Meritor and rank equally in right of payment with our existing and future senior unsecured indebtedness, and effectively junior to existing and future secured indebtedness. They are guaranteed on a senior unsecured basis by each of our subsidiaries from time to time guaranteeing the senior secured credit facility. Prior to February 15, 2017, we may redeem up to approximately $79 million aggregate principal amount of the 2024 Notes with the net cash proceeds of one or more public sales of our common stock at a redemption price equal to 106.25 percent of the principal amount, plus accrued and unpaid interest, if any, provided that at least approximately $146 million aggregate principal amount of the 2024 Notes remains outstanding after each such redemption. Prior to February 15, 2019, we may redeem, at our option, from time to time, the 2024 Notes, in whole or in part, at a redemption price equal to of 100 percent of principal amount of the 2024 Notes to be redeemed, plus the applicable premium as of the redemption date on the 2024 Notes to be redeemed, and any accrued and unpaid interest. On or after February 15, 2019, 2020, 2021 and 2022, we have the option to redeem the 2024 Notes, in whole or in part, at the redemption price of 103.125 percent, 102.083 percent, 101.042 percent, and 100.000 percent, respectively.
If a Change of Control (as defined in the indenture under which the 2024 Notes were issued) occurs, unless we have exercised our right to redeem the securities, each holder of the 2024 Notes may require us to repurchase some or all of such holder's securities at a purchase price equal to 101 percent of the principal amount to be repurchased, plus accrued and unpaid interest, if any.
Issuance of 2021 Notes - In May 2013, we completed a public offering of debt securities consisting of the issuance of $275 million principal amount of 8-year, 6.75 percent notes due 2021 (the "2021 Notes"). The 2021 Notes were offered and sold pursuant to our shelf registration statement that was effective at the time of the offering. The proceeds from the sale of the 2021 Notes were $275 million and were primarily used to repurchase $167 million principal amount of our 8.125 percent notes due 2015 through a cash tender offer. The 2021 Notes constitute senior unsecured obligations of the company and rank equally in right of payment with its existing and future senior unsecured indebtedness and effectively junior to existing and future secured indebtedness to the extent of the security therefor. They are guaranteed on a senior unsecured basis by each of the company's subsidiaries from time to time guaranteeing the senior secured credit facility. Prior to June 15, 2016, the company may redeem up to 35 percent of the aggregate principal amount of the 2021 Notes issued on the initial issue date with the net cash proceeds of one or more public sales of our common stock at a redemption price equal to 106.75 percent of the principal amount, plus accrued and unpaid interest, if any, provided that at least 65% of the aggregate principal amount of the 2021 Notes issued on the initial issue date remains outstanding after each such redemption. On or after June 15, 2016, 2017, 2018 and 2019, the company has the option to redeem the 2021 Notes, in whole or in part, at the redemption price of 105.063 percent, 103.375 percent, 101.688 percent, and 100.000 percent, respectively.

64

MERITOR, INC.

If a Change of Control (as defined in the indenture under which the 2021 Notes were issued) occurs, unless the company has exercised its right to redeem the securities, each holder of the 2021 Notes may require the company to repurchase some or all of such holder's securities at a purchase price equal to 101 percent of the principal amount, plus accrued and unpaid interest, if any.
Repurchase of 2026 Notes - In fiscal year 2015, we repurchased $110 million principal amount at maturity of our 7.875 percen t convertible notes due 2026, of which $85 million were repurchased at a premium equal to approximately 64 percent of their principal amount in the third quarter of fiscal year 2015, and $25 million were repurchased at a premium equal to approximately 58 percent of their principal amount in the fourth quarter of fiscal year 2015. The premium paid over par reflects the market price of these notes, which includes the embedded option value of the security. Since the conversion option with a conversion price of $12 per share was in the money at the time of repurchase, this drove a significant premium. These repurchases were accounted for as extinguishments of debt, and accordingly, we recognized a net loss on debt extinguishment of $24 million in fiscal year 2015. The net loss on debt extinguishment was included in the consolidated statement of operations in interest expense, net. The repurchases were made under our 2026 convertible notes repurchase authorization described above.
Repurchase of 2027 Notes - In fiscal year 2015, we repurchased $19 million principal amount of our 4.0 percent convertible notes due 2027. The repurchases were accounted for as extinguishments of debt, and accordingly, we recognized an insignificant net loss on debt extinguishment. The net loss on debt extinguishment was included in the consolidated statement of operations in interest expense, net.
Revolving Credit Facility – On May 22, 2015, we entered into a second amendment of our senior secured revolving credit facility. Pursuant to the revolving credit agreement as amended, we have a $499 million revolving credit facility, $40 million of which matures in April 2017 for banks that elected not to extend their commitments under the revolving credit facility, and $459 million of which matures in February 2019. The availability under this facility is dependent upon various factors, including principally performance against certain financial covenants as highlighted below. Prior to May 22, 2015, $89 million of the $499 million revolving credit facility was scheduled to mature in April 2017 for banks that elected not to extend their commitments under the revolving credit facility, and $410 million was scheduled to mature in February 2019.
 The availability under the revolving credit facility is subject to certain financial covenants based on (i) the ratio of our 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. We are required to maintain a total priority-debt-to-EBITDA ratio, as defined in the agreement, of 2.25 to 1.00 or less as of the last day of each fiscal quarter throughout the term of the agreement. At March 31, 2016 , we were in compliance with all covenants under the revolving credit facility with a ratio of approximately 0.21 x for the priority debt-to-EBITDA ratio covenant.
     The availability under the 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 March 31, 2016 , the revolving credit facility was collateralized by approximately $647 million of our assets, primarily consisting of eligible domestic U.S. accounts receivable, inventory, plant, property and equipment, intellectual property and our 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 our current corporate credit rating. At March 31, 2016 , the margin over LIBOR rate was 325 basis points, and the commitment fee was 50 basis points. Overnight revolving credit loans are at the prime rate plus a margin of 225 basis points.
Certain of our subsidiaries, as defined in the revolving 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 our indentures (see Note 23 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report ).
No borrowings were outstanding under the revolving credit facility at March 31, 2016 and September 30, 2015. The amended and extended revolving credit facility includes $100 million of availability for the issuance of letters of credit. At March 31, 2016 and September 30, 2015, there were no letters of credit outstanding under the revolving credit facility.

65

MERITOR, INC.

U.S. Securitization Program – We have a $100 million U.S. accounts receivables securitization facility. On December 4, 2015, the company entered into an amendment which extends the facility expiration date to December 4, 2018. The maximum permitted priority-debt-to-EBITDA ratio as of the last day of each fiscal quarter under the facility is 2.25 to 1.00 . This program is provided by PNC Bank, National Association, as Administrator and Purchaser, and the other Purchasers and Purchaser Agents from time to time (participating lenders), which are party to the agreement. Under this program, we have the ability to sell an undivided percentage ownership interest in substantially all of our trade receivables (excluding the receivables due from AB Volvo and subsidiaries eligible for sale under the U.S. accounts receivable 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 our 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 condensed consolidated balance sheet. At March 31, 2016 and September 30, 2015, no amounts, including letters of credit, were outstanding under this program. This securitization program contains a cross default to our revolving credit facility. At March 31, 2016 , we were in compliance with all covenants under our credit agreement (see Note 17 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report ). At certain times during any given month, we may sell eligible accounts receivable under this program to fund intra-month working capital needs. In such months, we would then typically utilize the cash received from our customers throughout the month to repay the borrowings under the program. Accordingly, during any given month, we may borrow under this program in amounts exceeding the amounts shown as outstanding at fiscal quarter ends.
Capital Leases – On March 20, 2012, we entered into an arrangement to finance equipment acquisitions for various U.S. locations. Under this arrangement, we can request financing from GE Capital Commercial, Inc. (GE Capital) for progress payments for equipment under construction, not to exceed $10 million at any time. The financing rate is equal to the 30-day LIBOR plus 475 basis points per annum. Under this arrangement, we 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 . We had $8 million and $10 million outstanding under this capital lease arrangement as of March 31, 2016 and September 30, 2015 , respectively. In addition, we had another $9 million and $7 million outstanding through other capital lease arrangements at March 31, 2016 and September 30, 2015 , respectively.
Export financing arrangements – Certain of our current export financing arrangements were entered into through our Brazilian subsidiary pursuant to an incentive program of the Brazilian government to fund working capital for Brazilian companies in exportation programs. The arrangements bear interest at 5.5 percent and have maturity dates in 2016 and 2017. There was $19 million and $18 million , respectively, outstanding under these arrangements at March 31, 2016 and September 30, 2015 .
Other – One of our consolidated joint ventures in China participates in a bills of exchange program to settle its obligations with its trade suppliers. These programs are common in China and generally require the participation of local banks. Under these programs, our joint venture issues notes payable through the participating banks to its trade suppliers. If the issued notes payable remain unpaid on their respective due dates, this could constitute an event of default under our revolving credit facility if the defaulted amount exceeds $35 million per bank. As of March 31, 2016 and September 30, 2015, we had $ 8 million and $13 million , respectively, outstanding under this program at more than one bank.
Credit Ratings – At March 31, 2016 , our Standard & Poor’s corporate credit rating, senior secured credit rating, and senior unsecured credit rating were B+, BB and B, respectively. Our Moody’s Investors Service corporate credit rating, senior secured credit rating, and senior unsecured credit rating were B1, Ba1 and B2, respectively. Any lowering of our credit ratings could increase our cost of future borrowings and could reduce our access to capital markets and result in lower trading prices for our securities.
Off-Balance Sheet Arrangements
     Accounts Receivable Factoring Arrangements – We participate in accounts receivable factoring programs with a total amount utilized at March 31, 2016 of $210 million , of which $170 million was attributable to committed factoring facilities involving the sale of AB Volvo accounts receivables. The remaining amount of $ 40 million was related to factoring by certain of our European subsidiaries under uncommitted factoring facilities with financial institutions. The receivables under all of these programs are sold at face value and are excluded from the consolidated balance sheet. Total facility size, utilized amounts, readily available amounts and expiration dates for each of these programs are shown in the table above under Liquidity .
The Swedish facility is backed by 364 -day liquidity commitment from Nordea Bank which was renewed through December 2016. Commitments under all of our factoring facilities are subject to standard terms and conditions for these types of arrangements (including, in case of the U.K. and Italy commitments, a sole discretion clause whereby the bank retains the right to not purchase receivables, which has not been invoked since the inception of the respective programs).

66

MERITOR, INC.

     Letter of Credit Facilities – On February 21, 2014, we amended and restated our letter of credit facility with Citicorp USA, Inc., as administrative agent and issuing bank, and the other lenders party thereto. Under the terms of this amended credit agreement, we had the right to obtain the issuance, renewal, extension and increase of letters of credit up to an aggregate availability of $30 million through December 19, 2015. From December 20, 2015 through March 19, 2019, the aggregate availability is $25 million . This facility contains covenants and events of default generally similar to those existing in our public debt indentures. We had $22 million and $24 million of letters of credit outstanding under this facility at March 31, 2016 and September 30, 2015 , respectively. In addition, we had another $6 million of letters of credit outstanding through other letter of credit facilities at March 31, 2016 and September 30, 2015 .
Contingencies
Contingencies related to environmental, asbestos and other matters are discussed in Note 20 of the Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report.
Critical Accounting Policies
Our defined benefit pension plans and retirement medical plans are accounted for on an actuarial basis, which requires the selection of various assumptions, including the mortality of participants. The mortality assumptions for participants in our U.S. plans incorporates future mortality improvements from tables published by the Society of Actuaries (SOA). We periodically review the mortality experience of our U.S. plans’ participants against these assumptions.

In October 2014, the SOA issued new mortality and mortality improvement tables. We reviewed the new SOA mortality and mortality improvement tables and utilized our actuary to conduct a study based on our plan participants. We determined that the best representation of our plans' mortality was to utilize the new SOA mortality and mortality improvement tables as the reference table for credibility-weighted mortality rates, blended with our specific mortality based on the study conducted by our actuary. We incorporated the updated tables into our 2015 year-end measurement of the plans’ benefit obligations.
New Accounting Pronouncements
New Accounting Pronouncements are discussed in Note 3 of the Notes to Condensed Consolidated Financial Statements in Item 1. Financial Statements .
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to certain global market risks, including foreign currency exchange risk and interest rate risk associated with our debt.
As a result of our substantial international operations, we are exposed to foreign currency risks that arise from our normal business operations, including in connection with our transactions that are denominated in foreign currencies. In addition, we translate sales and financial results denominated in foreign currencies into U.S. dollars for purposes of our consolidated financial statements. As a result, appreciation of the U.S. dollar against these foreign currencies generally will have a negative impact on our reported revenues and operating income while depreciation of the U.S. dollar against these foreign currencies will generally have a positive effect on reported revenues and operating income. In the second quarter of fiscal year 2016, our reported financial results were affected by the strengthening of the U.S. dollar year over year against most currencies, particularly the Brazilian real.
We use foreign currency forward contracts to minimize the earnings exposures arising from foreign currency exchange risk on foreign currency purchases and sales. Gains and losses on the underlying foreign currency exposures are partially offset with gains and losses on our foreign currency forward contracts. Under this cash flow hedging program, we designate the foreign currency contracts (the "contracts") as cash flow hedges of underlying forecasted foreign currency purchases and sales. The effective portion of changes in the fair value of the contracts is recorded in Accumulated Other Comprehensive Loss ("AOCL") in the statement of shareowners’ equity and is recognized in operating income when the underlying forecasted transaction impacts earnings. The contracts generally mature within 12 months.
We use foreign currency option contracts to mitigate foreign currency exposure on expected future Indian rupee denominated purchases. The contracts were entered into during the third quarter of fiscal year 2014 with effective dates from the start of fiscal year 2015 through the end of fiscal year 2017. In the second quarter of fiscal year 2015, we monetized our outstanding foreign currency option contracts and entered into a new series of foreign currency option contracts with effective dates from the start of the third quarter of fiscal year 2015 through the end of fiscal year 2017. Changes in fair value associated with these contracts are recorded in cost of sales in the consolidated statements of operations.
From time to time, we hedge against foreign currency exposure related to translations to U.S. dollars of our financial results denominated in foreign currencies. In the first quarter of fiscal year 2015, due to the volatility of the Brazilian real as compared to the U.S. dollar, we entered into a series of foreign currency option contracts that did not qualify for hedge accounting but were expected to mitigate foreign currency translation exposure of Brazilian real earnings to U.S. dollars. In the second quarter of fiscal

67

MERITOR, INC.

year 2015, we monetized these outstanding foreign currency option contracts and entered into a new series of foreign currency option contracts with effective dates from the start of the third quarter of fiscal year 2015 through the end of fiscal year 2015. In the third and fourth quarters of fiscal year 2015, we monetized these outstanding foreign currency option contracts. As of March 31, 2016 and September 30, 2015, there were no Brazilian real foreign currency option contracts outstanding.
In the fourth quarter of fiscal year 2015 and first quarter of fiscal year 2016, due to the risk of volatility of the Swedish krona and euro as compared to the U.S. dollar, we entered into a series of foreign currency option contracts that do not qualify for hedge accounting but are expected to mitigate foreign currency translation exposure of Swedish krona and euro earnings to U.S. dollars. Changes in fair value associated with these contracts are recorded in other income, net, in the consolidated statements of operations.
Interest rate risk relates to the gain/increase or loss/decrease we could incur on our debt balances and interest expense associated with changes in interest rates. To manage this risk, we enter into interest rate swaps from time to time to economically convert portions of our fixed-rate debt into floating rate exposure, ensuring that the sensitivity of the economic value of debt falls within our corporate risk tolerances. It is our policy not to enter into derivative instruments for speculative purposes, and therefore, we hold no derivative instruments for trading purposes.
Included below is a sensitivity analysis to measure the potential gain (loss) in the fair value of financial instruments with exposure to market risk (in millions). The model assumes a 10% hypothetical change (increase or decrease) in exchange rates and instantaneous, parallel shifts of 50 basis points in interest rates.

Market Risk
 
Assuming a
10% Increase
in Rates
 
Assuming a
10% Decrease
in Rates
 
Increase (Decrease) in
Foreign Currency Sensitivity:
 
 
 
 
 
Forward contracts in USD (1)
$
1.1

 
$
(1.1
)
 
Fair Value
Forward contracts in Euro (1)
(2.6
)
 
2.6

 
Fair Value
Foreign currency denominated debt (2)
2.7

 
(2.7
)
 
Fair Value
Foreign currency option contracts in USD
(0.3
)
 
3.4

 
Fair Value
Foreign currency option contracts in Euro
(0.2
)
 
1.0

 
Fair Value
 
 
 
 
 
 
 
Assuming a 50
BPS Increase
in Rates
 
Assuming a 50
 BPS Decrease
in Rates
 
Increase (Decrease) in
Interest Rate Sensitivity:
 
 
 
 
 
Debt - fixed rate (3)
$
(28.2
)
 
$
29.3

 
Fair Value
Debt – variable rate
—

 
—

 
Cash flow
Interest rate swaps
—

 
—

 
Fair Value

(1)
Includes only the risk related to the derivative instruments and does not include the risk related to the underlying exposure. The analysis assumes overall derivative instruments and debt levels remain unchanged for each hypothetical scenario.

(2)
At March 31, 2016 , the fair value of outstanding foreign currency denominated debt was $27 million . A 10% decrease in quoted currency exchange rates would result in a decrease of $ 3 million in foreign currency denominated debt. At March 31, 2016 , a 10% increase in quoted currency exchange rates would result in an increase of $3 million in foreign currency denominated debt.

(3)
At March 31, 2016 , the fair value of outstanding debt was $982 million . A 50 basis points decrease in quoted interest rates would result in an increase of $29 million in the fair value of fixed rate debt. A 50 basis points increase in quoted interest rates would result in a decrease of $28 million in the fair value of fixed rate debt.


68

MERITOR, INC.

Item 4. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2016 . Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of March 31, 2016 , our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
     There have been no changes in the company’s internal control over financial reporting that occurred during the quarter ended March 31, 2016 that materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
     In connection with the rule, the company continues to review and document its disclosure controls and procedures, including the company’s internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and ensuring that the company’s systems evolve with the business.

69

MERITOR, INC.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Except as set forth in Note 20 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q, there have been no material developments in legal proceedings involving the company or its subsidiaries since those reported in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 , as amended.
Item 1A. Risk Factors
There have been no material changes in risk factors involving the company or its subsidiaries from those previously disclosed in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 , as amended.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer repurchases
The table below sets forth information with respect to purchases made by or on behalf of us of shares of our common stock during the three months ended March 31, 2016 :
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1- 31, 2016
—
$
—
—
$
—
February 1- 29, 2016
—
$
—
—
$
—
March 1- 31, 2016
—
$
—
—
$
—
Total
—

 
 
—

 


(1)
On June 23, 2014, we announced that our Board of Directors authorized the repurchase of up to $210 million of our equity and equity-linked securities (including convertible debt securities), subject to the achievement of our M2016 net debt reduction target and compliance with legal and regulatory requirements and our debt covenants. In September 2014, our Board authorized the repurchase of up to $40 million of our equity or equity-linked securities (including convertible debt securities) under the $210 million authorization that may be made annually without regard to achievement of the M2016 net debt reduction target. These authorizations have no stated expiration. For the six months ended March 31, 2016 , we repurchased 3.9 million shares of common stock for $42 million . As of March 31, 2016 , we have repurchased 8.1 million shares of common stock for $97 million , $19 million principal amount of our 4.0 percent convertible notes due 2027 and substantially all of the $55 million principal amount of our 4.625 percent convertible notes due 2026 pursuant to the equity and equity-linked repurchase authorizations. The amount remaining available for repurchase under the authorization was $39 million as of March 31, 2016 .
     The independent trustee of our 401(k) plans purchases shares in the open market to fund investments by employees in our common stock, one of the investment options available under such plans, and any matching contributions in company stock we provide under certain of such plans. In addition, our stock incentive plans permit payment of an option exercise price by means of cashless exercise through a broker and permit the satisfaction of the minimum statutory tax obligations upon exercise of options and the vesting of restricted stock units through stock withholding. There were no shares withheld in the second quarter of fiscal 2016 to satisfy tax obligations for exercise of options. In addition, our stock incentive plans also permit the satisfaction of tax obligations upon the vesting of restricted stock through stock withholding. There were no shares withheld in the second quarter of fiscal 2016 to satisfy tax obligations upon the vesting of restricted shares. The company does not believe such purchases or transactions described above are issuer repurchases for the purposes of this Item 2 of Part II of this Quarterly Report on Form 10-Q.

70

MERITOR, INC.

Item 5. Other Information
Cautionary Statement
This Quarterly Report on Form 10-Q contains statements relating to future results of the company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “estimate,” “should,” “are likely to be,” “will” and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to reliance on major original equipment manufacturer (“OEM”) customers and possible negative outcomes from contract negotiations with our major customers, including failure to negotiate acceptable terms in contract renewal negotiations and our ability to obtain new customers; the outcome of actual and potential product liability, warranty and recall claims; our ability to successfully manage rapidly changing volumes in the commercial truck markets and work with our customers to manage demand expectations in view of rapid changes in production levels; global economic and market cycles and conditions; availability and sharply rising costs of raw materials, including steel, and our ability to manage or recover such costs; our ability to manage possible adverse effects on our European operations, or financing arrangements related thereto, in the event one or more countries exit the European monetary union; risks inherent in operating abroad (including foreign currency exchange rates, implications of foreign regulations relating to pensions and potential disruption of production and supply due to terrorist attacks or acts of aggression); rising costs of pension and other postemployment benefits; the ability to achieve the expected benefits of restructuring actions; the demand for commercial and specialty vehicles for which we supply products; whether our liquidity will be affected by declining vehicle productions in the future; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; labor relations of our company, our suppliers and customers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of our suppliers and customers, including potential bankruptcies; possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential difficulties competing with companies that have avoided their existing contracts in bankruptcy and reorganization proceedings; potential impairment of long-lived assets, including goodwill; potential adjustment of the value of deferred tax assets; competitive product and pricing pressures; the amount of our debt; our ability to continue to comply with covenants in our financing agreements; our ability to access capital markets; credit ratings of our debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; possible changes in accounting rules; and other substantial costs, risks and uncertainties, including but not limited to those detailed herein and from time to time in other filings of the company with the SEC. See also the following portions of our Annual Report on Form 10-K for the year ended September 30, 2015, as amended: Item 1. Business, “Customers; Sales and Marketing”; “Competition”; “Raw Materials and Supplies”; “Employees”; “Environmental Matters”; “International Operations”; and “Seasonality; Cyclicality”; Item 1A.Risk Factors; Item 3. Legal Proceedings; and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.



71

MERITOR, INC.

Item 6. Exhibits
3-a
Amended and Restated Articles of Incorporation of Meritor, filed as Exhibit 3-a to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, is incorporated herein by reference.
3-b
Amended and Restated By-laws of Meritor, filed as Exhibit 3-b to Meritor's Current Report on Form 8-K filed on April 22, 2016 is incorporated herein by reference.
10-a**
Receivables Purchase Agreement dated as of February 19, 2016, by and among Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC and Meritor Heavy Vehicle Systems, LLC, as sellers, and Nordea Bank AB, as purchaser.

  10-b**
Amendment No. 2 dated as of March 29, 2016 to Receivables Purchase Agreement dated as of June 28, 2011 among Meritor HVS AB, as seller, Viking Asset Purchaser No. 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee.
10-c
Letter Agreement dated as of April 21, 2016 between Meritor, Inc. and Ivor J. Evans filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K filed on April 22, 2016, is incorporated herein by reference
12**
Computation of ratio of earnings to fixed charges
23**
Consent of Bates White LLC
31-a**
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act
31-b**
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act
32-a**
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350
32-b**
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350
101.INS
XBRL INSTANCE DOCUMENT
101.SCH
XBRL TAXONOMY EXTENSION SCHEMA
101.PRE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
101.LAB
XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.CAL 
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF 
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

** Filed herewith.


72

MERITOR, INC.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
MERITOR, INC.
 
 
 
 
 
Date:
May 5, 2016
By:       
/s/
Richard D. Rose
 
 
 
 
Richard D. Rose
 
 
 
 
Interim Senior Vice President, General Counsel and Secretary
 
 
 
 
(For the registrant)
 
 
 
 
 
Date:
May 5, 2016
By:
/s/
Paul D. Bialy
 
 
 
 
Paul D. Bialy
 
 
 
 
Vice President, Controller and Principal Accounting Officer
 
 
 
 
 
 
 
 
 
 
Date:
May 5, 2016
By:
/s/
Kevin A. Nowlan
 
 
 
 
Kevin A. Nowlan
 
 
 
 
Senior Vice President and Chief Financial Officer

73
CLIFFORD CLIFFORD CHANCE LLP
CHANCE

Exhibit 10-a

 
EXECUTION VERSION
 
 
 
 
DATED AS OF 19 FEBRUARY 2016 BY AND AMONG
MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC AND MERITOR HEAVY VEHICLE SYSTEMS, LLC
AS SELLERS AND
NORDEA BANK AB (PUBL)
AS PURCHASER
 
RECEIVABLES PURCHASE AGREEMENT
 






CONTENTS
Clause
Page
1.
Definitions And Construction    2
2.
Purchase And Sale    11
3.
Conditions Precedent To Initial Purchase    12
4.
Payments to the purchaser, etc.    14
5.
Representations, Warranties And Undertakings    14
6.
Remedies for untrue representation, etc.    17
7.
Further Assurance; Security Interest    17
8.
Notices    19
9.
Assignment And Supplements    19
10.
Amendments And Modifications    19
11.
Rights Cumulative, Waivers    20
12.
Apportionment    20
13.
Partial Invalidity    20
14.
Confidentiality    20
15.
Governing Law; Jurisdiction; Waiver Of Jury Trial    22
16.
Termination    22
17.
Integration    23
18.
Binding Effect    23
19.
Counterparts    23
Schedule 1 Eligibility Criteria
25
Schedule 2 Conclusion Of Purchase – Offer And Acceptance, Purchase Price And Perfection
27
Part 1 Conclusion of Purchase – offer and acceptance
27
Part 2 Purchase Price
28
Part 3 Perfection
29
Schedule 3 Representations, Warranties And Undertakings
33
Part 1 Representations and Warranties relating to the Sellers
33
Part 2 Representations and Warranties relating to the Purchased Receivables
36
Part 3 Representations and Warranties relating to the Purchaser
38
Schedule 4 [Form Of Solvency Certificate
39
Schedule 5 Sellers' Place Of Business; Records Location; Tax ID Number
40



87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



RECEIVABLES PURCHASE AGREEMENT
This RECEIVABLES PURCHASE AGREEMENT, dated as of 19 February, 2016, is made by and among MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC, a Delaware limited liability company formerly known as Meritor Heavy Vehicle Braking Systems (U.S.A.), Inc. and MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company (each a "Seller", and collectively, the "Sellers"), and NORDEA BANK AB (PUBL) (the "Purchaser"), a Swedish limited liability company.
PRELIMINARY STATEMENTS
Each Seller is prepared to make Offers of Receivables to the Purchaser. The Purchaser will issue Acceptances to the relevant Seller, in each case on the terms and subject to the conditions set forth herein.
Accordingly, parties agree as follows:
1.
DEFINITIONS AND CONSTRUCTION
1.1
Definitions
In this Agreement the following terms have the following meanings:
" Acceptance " means an acceptance issued by the Purchaser to the relevant Seller through the PrimeRevenue System or in any other form acceptable to the Purchaser in response to an Offer.
" Adverse Claim " means any lien, security interest or other charge or encumbrance, or other right or claim in, of or on any asset or property of a Person in favor of another Person.
" Affiliate " means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person.
" Aggregate Euro Outstanding Amount " means, at any time, the aggregate of the Euro Outstanding Amount of all of the Purchased Receivables at that time.
" Aggregate Outstanding Amount " means, at any time, the aggregate of the Outstanding Amount of all the Purchased Receivables at that time.
" Anti-Corruption Laws " means all laws, rules and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and all other applicable anti-bribery and corruption laws;
" Bail-In Action " means the exercise of any Write-down and Conversion Powers.
" Bail-In Legislation " means in relation to an EEA Member Country which has implemented, or which at any time implements, the Article 55 Requirement, establishing a framework for the recovery and resolution of credit institutions and investment firms ,

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time
" Business Day " means a day on which banks are open in Copenhagen, Stockholm, Jersey, New York City and London for the transaction of business of the nature required by the Transaction Documents.
" Calculation Date " means a Purchase Date provided that if such day is not a Business Day it shall be the next Business Day following such day.
" CMSAs " means the Mack Trucks CMSA, the Volvo Group North America CMSA and any other Customer Managed Service Agreement entered into between a Permitted Obligor and PrimeRevenue, and " CMSA " means any of them.
" Collections " means the aggregate of all amounts paid by the relevant obligors in respect of any and all Purchased Receivables relating to the Purchaser plus any amounts payable to the Purchaser by the relevant Seller but not yet paid to the Purchaser following settlement of the final amount of any claim under any of the warranties, covenants and indemnities contained in this Agreement.
" Defaulted Receivable " means a Purchased Receivable in respect of which there is a Permitted Obligor Default.
" Delinquent Receivable " means, at any time, a Receivable in respect of which all or any part of the Outstanding Amount is not paid on its due date.
" Dollars " or " US$ " means the lawful currency of the United States.
" Economic Sanctions Law " means any economic or financial sanctions administered, enacted or enforced by OFAC, the US Department of State, any other agency of the US government, the United Nations, the European Union or any member state thereof, or any other national economic sanctions authority. Notwithstanding the foregoing, Economic Sanctions Law shall not include any economic or financial sanctions administered by the Russian Federation or any authority of the Russian Federation;
" Eligibility Criteria " means the eligibility criteria in respect of the Purchased Receivables set out in Schedule 1 of this Agreement.
" EEA Member Country " means any member state of the European Union, Iceland, Liechtenstein and Norway.
" EU Bail-In Legislation Schedule " means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
" euro " or " EUR " means the single currency of any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



" Euro Outstanding Amount " means, in relation to any Purchased Receivable, the Outstanding Amount of such Purchased Receivable converted into euro at the Foreign Exchange Rate in respect of such Purchased Receivable.
" Face Amount " means the face amount in respect of the Receivables.
" Fee Letter " means the fee letter entered into between the Purchaser and the Sellers on or about the date hereof.
" FI Agreement " means the financial institution agreement dated 11 January 2012 and entered into between the Purchaser and PrimeRevenue.
" Financial Indebtedness " means (i) moneys borrowed, (ii) finance or capital leases, (iii) receivables sold or discounted (other than on a non-recourse basis), (iv) other transactions having the commercial effect of a borrowing, (v) the marked to market value of derivative transactions entered into in connection with protection against or benefit from fluctuation in any rate or price, (vi) counter-indemnity obligations in respect of guarantees or other instruments issued by a bank or financial institution, and (vii) liabilities under guarantees or indemnities for any of the obligations referred to in items (i) to (vi).
" Foreign Exchange Rate " means for any Purchased Receivable, the rate at which Dollars are to be exchanged into euro pursuant to any foreign exchange agreement entered into in respect of such Purchased Receivable on or about the Purchase Date in respect of such Purchased Receivable.
" LIBOR " means: (i) the rate per annum which appears on Page LIBOR01 on Reuters Screen; or (ii) if no such rate appears on the Reuters Screen, the arithmetic mean (rounded upward to four decimal places) of the rates quoted by the Reference Banks to leading banks in the London interbank market, at or about 11:00 a.m. London time on the Business Day immediately prior to the applicable Calculation Date for the offering of Dollar deposits for the relevant period.
" Mack Trucks CMSA " means the Customer Managed Service Agreement entered or to be entered into between Mack Trucks, Inc. and PrimeRevenue, pursuant to which each Seller is defined as a Supplier.
" Margin " shall be as set out in the Fee Letter.
" Moody’s " means Moody’s Investors Service Limited and includes any successor to its rating business.
" Nordea Group " means Nordea Bank AB, Nordea Bank Danmark A/S, Nordea Bank Finland Plc and Nordea Bank Norge ASA.
" Offer " means, as to any Seller, an irrevocable offer from such Seller to the Purchaser for the sale of Receivables and given by such Seller to the Purchaser through the PrimeRevenue System or in any other form acceptable to the Purchaser and " to Offer " and " Offered " shall have the corresponding meaning.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



" Outstanding Amount " means at any time in respect of any Receivable or Purchased Receivable, the total amount due and owing by the relevant Permitted Obligor at that time in respect of the relevant Receivable or Purchased Receivable. For the avoidance of doubt, the Outstanding Amount for any Purchased Receivable shall not be reduced by virtue of any set off or counterclaim which reduces the amount recoverable in respect of that Purchased Receivable.
" Performance Guarantor " means Meritor, Inc., an Indiana corporation.
" Performance Undertaking " means the performance undertaking dated as of 19 February, 2016 , executed by the Performance Guarantor in favor of the Purchaser.
" Permitted Currency " means Dollars.
" Permitted Obligors " means Volvo Group North America Inc., Mack Trucks, Inc. and any other company within the Volvo group that has entered into a Customer Managed Service Agreement (in all material respects corresponding to the CMSAs) with PrimeRevenue and that has been approved in writing by the Purchaser and the Sellers.
" Permitted Obligor Default " means, at any time, when a Permitted Obligor is unable to pay its debts as they fall due or otherwise acknowledges its insolvency or by or against whom any administration, insolvency, bankruptcy, receivership, arrangement, liquidation or similar procedures have been instituted or for whom a receiver, liquidator or similar person has been appointed in respect of all or a substantial part of its assets.
" Person " means any natural person, partnership, joint venture, corporation, trust, unincorporated association, limited liability company, or other organization.
" PrimeRevenue " means PrimeRevenue, Inc. a company incorporated under the laws of the state of Delaware having its registered office at 1349 West Peachtree St., Suite 900, Atlanta, GA, USA.
" PrimeRevenue System " means the system for the sale and transfer of receivables as described in the CMSAs, each Supplier Agreement and the FI Agreement.
" Purchase Date " means each date upon which a sale and purchase of Receivables is concluded pursuant to Clause 2.2 of this Agreement.
" Purchase Price " means the aggregate Receivables Purchase Price paid or to be paid by the Purchaser to the relevant Seller in respect of all Purchased Receivables with respect to a particular Settlement Date.
" Purchased Receivables " means all Receivables which are the subject to any sale and purchase (or any purported sale and purchase) pursuant to Clause 2.2 of this Agreement and any other Receivables in respect of which the Receivables Purchase Price has been paid or will be paid by the Purchaser to the relevant Seller.
" Receivable " means, as to any Seller, any account or receivable owed to such Seller in the ordinary course of business by any Permitted Obligor including all Related Security and all other rights of such Seller pertaining to such Receivable (evidenced as a "Payment

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



Obligation", as defined in the respective CMSA) in accordance with the respective CMSA, including but not limited to all of such Seller's rights under Section 18(f) of the respective CMSA.
" Receivables Purchase Price " shall be calculated as to each Purchased Receivable as follows: CA - (CA x IR / (360/DM)); where
DM = actual number of days to and including the relevant maturity date of such Purchased Receivables
CA = the Certified Amount (as defined in and within the meaning of the relevant Supplier Agreement) of such Purchased Receivable
IR = means the interest rate, which shall be three (3) months LIBOR plus the Margin
" Records " means, as to any Seller: (a) all files, correspondence, notes of dealing and other documents, books, books of account, registers, records and other information; and (b) all computer tapes, discs, computer programmes, data processing software and related property rights, owned by or under the control and disposition of such Seller, in each case only to the extent relating to the Purchased Receivables.
" Reference Banks " means a minimum of four of the banks (including, in each case, Nordea Bank AB (publ)) which quote rates for the offering of deposits in Dollars to leading banks in the London interbank market for the relevant period immediately prior to the time set out in the definition of LIBOR on the applicable Calculation Date.
" Related Security " means, with respect to any Receivable, (a) all present and future accounts, instruments, documents, chattel paper and general intangibles relating to the Receivable and (b) all proceeds of any of the foregoing.
" Resolution Authority " means any body which has authority to exercise any Write-down and Conversion Powers.
" Sanctioned Territory " means, as of any date of determination, any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law, which territories, as of the date of this Agreement, include Cuba, Iran, Sudan and Syria;
" S&P " or " Standard & Poor's " means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor company of such rating business.
" Security Interest " means any mortgage, charge, floating charge, assignment or assignation by way of security, lien, pledge, hypothecation, right of set-off (or analogous right), retention of title, flawed asset or blocked-deposit arrangement or any other encumbrance or security interest or security arrangement whatsoever created or arising under any relevant law or any agreement or arrangement having the effect of or performing the economic function of conferring security howsoever created or arising.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



" Sellers " means Meritor Heavy Vehicle Braking Systems (USA),LLC and Meritor Heavy Vehicle Systems, LLC in each case in its capacity as a seller under this Agreement and not in any other capacity, and " Seller " means any of them.
" Seller Potential Suspension Event " means any event which, with the giving of notice and/or lapse of time and/or making of any determination and/or any certification, would constitute a Seller Suspension Event or a Termination Event under paragraph (c) or (d) of that definition.
" Seller Suspension Event " means any of the following events:
(a)
Failure to pay : Any Seller fails to pay any amount due and payable under this Agreement or the relevant Supplier Agreement within three (3) Business Days of the due date or a demand in writing.
(b)
Failure to perform other obligations : Any Seller fails to observe or perform any of its other material obligations under this Agreement or the relevant Supplier Agreement or under any undertaking or arrangement entered into in connection therewith and, in the case of a failure capable of being remedied, within ten (10) days after receipt by such Seller of a request in writing from the Purchaser, that the same be remedied, it has not been remedied to the Purchaser's reasonable satisfaction.
(c)
Representations, warranties or statements proving to be incorrect : Any representation, warranty or statement which is made (or deemed or acknowledged to have been made) by any Seller under this Agreement or the relevant Supplier Agreement or which is contained in any certificate, statement or notice provided by such Seller under or in connection with this Agreement or the relevant Supplier Agreement proves to be incorrect to an extent which, in the reasonable opinion of the Purchaser, is likely to affect the ability of such Seller to perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely materially and adversely to affect the collectability of the Purchased Receivables or any of them.
(d)
Provisions becoming unenforceable : Any provision of any of the Transaction Documents to which any Seller is a party is or becomes, for any reason, invalid or unenforceable and for so long as such provision remains invalid and unenforceable to an extent which, in the reasonable opinion of the Purchaser, is likely materially and adversely to affect the ability of any Seller (acting in any capacity under any of the Transaction Documents to which it is a party) to perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely to materially and adversely affect the collectability of the Purchased Receivables or any of them.
(e)
Suspension or expropriation of business operations : Any Seller or the Performance Guarantor changes, suspends or threatens to suspend a substantial part of the present business operations which it now conducts directly or

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



indirectly, or any governmental authority expropriates all or a substantial part of its assets and the result of any of the foregoing is, in the reasonable opinion of the Purchaser, likely to affect the ability of any Seller or the Performance Guarantor to observe or perform its obligations under any of the Transaction Documents to which it is a party in a manner which is material and adverse in the context of the Transaction or which is likely to materially and adversely affect the collectability of the Purchased Receivables or any of them.
(a)
Enforcement by creditors : Any form of execution or arrest is levied or enforced upon or sued out against all and any assets of any Seller or the Performance Guarantor and is not discharged within twenty (20) days of being levied, or any Security Interest which may for the time being affect any material part of its assets becomes enforceable and steps are lawfully taken by the creditor to enforce the same. No Seller Suspension Event will occur under this paragraph (f) if the aggregate amount of the claim enforced is less than EUR 35,000,000 or the equivalent in any other currency.
(b)
Arrangement with Creditors : Any Seller or the Performance Guarantor proposes or makes any arrangement or composition with, or any assignment or trust for the benefit of, its creditors generally involving (not necessarily exclusively) indebtedness which such Seller or the Performance Guarantor, as the case may be, would not otherwise be able to repay or service in accordance with the terms thereof.
(c)
Winding-up : A petition is presented (unless contested in good faith and discharged or stayed within twenty (20) days) or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of any Seller or the Performance Guarantor (other than for the purposes of and followed by a solvent reconstruction previously approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed), unless during or following such reconstruction such Seller or the Performance Guarantor, as the case may be, becomes or is declared to be insolvent).
" Settlement Date " means, in respect of a Purchased Receivable, the first (1st) Business Day after the relevant Calculation Date.
" Supplier Agreement " means, as to each Seller, the supplier agreement entered or to be entered into between such Seller and PrimeRevenue, pursuant to which each of the Permitted Obligors is defined as a Customer.
" Tax " or " tax " includes all forms of tax, duty or charge on gross or net income, profits or gains, distributions, receipts, sales, use, occupation, franchise, value added, personal property and instruments, and any levy, impost, duty, charge or withholding of any nature whatsoever chargeable by any authority, whether in Sweden, the United States, Jersey or elsewhere, together with all penalties, charges and interest relating to any of the foregoing.
" Termination Date " means the earliest date on which a Termination Event occurs.
" Termination Event " means the occurrence of any of the following:

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



(a)
three (3) years having elapsed from the date of the execution of this Agreement;
(b)
a failure by any Seller to perform any of its material obligations within ten (10) Business Days after notification in writing of such failure to perform;
(c)
in relation to any Seller or the Performance Guarantor, any corporate or other company action being taken or becoming pending, any other steps being taken or any legal proceedings being commenced or threatened or becoming pending for (i) the insolvency, bankruptcy, liquidation, dissolution, administration or reorganization of such Seller or the Performance Guarantor, as the case may be (other than for the purposes of and followed by a solvent reconstruction previously approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) unless during or following such reconstruction such Seller or the Performance Guarantor, as the case may be, becomes or is declared to be insolvent), (ii) such Seller or the Performance Guarantor to enter into any composition or arrangement with its creditors generally, or (iii) the appointment of a receiver, administrative receiver, trustee or similar officer in respect of such Seller or the Performance Guarantor or substantially all of its property, undertaking or assets, which appointment, action, step or proceeding is not being contested in good faith by such Seller or the Performance Guarantor, as the case may be, and, if so contested, is not dismissed or withdrawn within thirty (30) days;
(d)
any CMSA, any Supplier Agreement or the Performance Undertaking being amended to the detriment of the Purchaser or if any CMSA, the FI Agreement or any Supplier Agreement is terminated for whatever reason or if any third party right in any CMSA, any Supplier Agreement or the Performance Undertaking in relation to which the Purchaser is a beneficiary becomes invalid or unenforceable;
(e)
a Seller Suspension Event has occurred and is continuing for a period of sixty (60) days or longer, subject to written notice being given by the Purchaser; and
(f)
(i) any Financial Indebtedness of any Seller or the Performance Guarantor is not paid when due nor within any originally applicable grace period, or is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); (ii) any commitment for any Financial Indebtedness of any Seller or the Performance Guarantor is cancelled or suspended by a creditor as a result of an event of default (however described); or (iii) any creditor of any Seller or the Performance Guarantor becomes entitled to declare any Financial Indebtedness of any Affiliate of such Seller or the Performance Guarantor due and payable prior to its specified maturity as a result of an event of default (however described); provided, however no Termination Event will occur under this paragraph (f) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iii) above is less than EUR 35,000,000 or the equivalent in any other currency.
" Total Commitment " means EUR 80,000,000, as such amount may be reduced as provided in this definition. The Total Commitment also will be reduced (A) at the request

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



of all of the Sellers or (B) if the Purchaser in connection with an annual review (such annual review to be made at each anniversary of this Agreement) determines that the twelve (12) months rolling average of the Aggregate Outstanding Amount (" Outstanding Average ") is less than seventy (70) per cent of the Total Commitment, at which time the Total Commitment will be reduced by an amount equal to fifty (50) per cent of the difference between the Outstanding Average and the Total Commitment. The Total Commitment may be increased as agreed in writing between the Sellers and the Purchaser from time to time.
" Transaction " means the transactions relating to this Agreement envisaged by the Transaction Documents whereby any or all of the Sellers may sell certain Receivables to the Purchaser and the Purchaser may purchase such Receivables.
" Transaction Documents " means the documents relating to the Transaction, including this Agreement, the Performance Undertaking, the FI Agreement, the CMSAs and the Supplier Agreements and any agreement or document executed pursuant to or in connection with any of these documents.
" UCC " means the Uniform Commercial Code, as the same may be in effect from time to time in the State of New York, provided that if, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Purchaser's security interest in any Receivables is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term " UCC " shall mean the Uniform Commercial Code in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.
" United States " means the United States of America.
" U.S. Legal Opinion " means the legal opinion dated on or about the date hereof issued by Clifford Chance LLP and Dykema Gossett PLLC and addressed to Nordea Bank Danmark A/S, Nordea Bank AB (publ) and the Purchaser as to certain matters of New York and federal law.
" Volvo Group North America CMSA " means the Customer Managed Service Agreement entered or to be entered into between Volvo Group North America Inc. and PrimeRevenue, pursuant to which each Seller is defined as a Supplier.
" Write-down and Conversion Powers " means in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule.
1.2
Construction
1.2.1
References in this Agreement to any person shall include references to his successors, transferees and assignees and any person deriving title under or through him.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



1.2.2
References in this Agreement to any statutory provision shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such re-enactment.
1.2.3
References in this Agreement to any agreement or other document shall be deemed also to refer to such agreement or document as amended, varied, supplemented, replaced or novated from time to time.
1.2.4
All terms used in Article 9 of the UCC and not specifically defined herein are used herein as defined in such Article 9.
1.3
No exclusivity
Nothing in this agreement restricts the Purchaser from acquiring, from persons other than the Sellers, accounts or receivables owed by Permitted Obligors.
2.
PURCHASE AND SALE
2.1
Purchase of Receivables
Subject to the terms and conditions of this Agreement, and within the limits of the Total Commitment, the Purchaser agrees that it will purchase Receivables from the Sellers on a continuous basis from the date hereof until the Termination Date, it being understood and agreed that the limits of the Total Commitment shall apply to all Sellers in the aggregate and that the Purchaser shall have no obligation to purchase Receivables that are the subject of any Offer of any Seller to the extent that, immediately after giving effect to such proposed purchase, the Aggregate Euro Outstanding Amount of all Purchased Receivables of all Sellers would exceed the Total Commitment. If an Offer of Receivables of any Seller would result in the Aggregate Euro Outstanding Amount of all Purchased Receivables of all Sellers exceeding the Total Commitment, then at the option of the Purchaser acting in its sole discretion, (i) the Offer may be modified such that only certain Receivables, in an aggregate amount such that the Total Commitment will not be exceeded, will be purchased, such that no partial Receivable shall be the subject of an Offer or purchased hereunder, or (ii) the Purchaser may decide to accept the Offer and purchase such Receivables, but for the avoidance of doubt shall have no obligation to do so.
2.2
Conclusion of purchase - offer and acceptance
The sale and purchase of Receivables shall in each case be concluded as set out in Part 1 of Schedule 2.
2.3
Purchase Price
The Purchase Price for Purchased Receivables shall be paid and calculated as set out in Part 2 of Schedule 2.
2.4
UCC

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



All transactions contemplated or evidenced by this Agreement, including the sale or other transfer by any Seller to the Purchaser of Receivables hereunder, shall be subject to Article 9 of the UCC and other applicable laws. The Purchaser and its assigns shall have, in additional to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.
2.5
Perfection and Notice
Each sale and purchase of Receivables pursuant to this Clause 2 shall be perfected through the actions described in Part 3 of Schedule 2.
2.6
Seller's receipt of payment in respect of Purchased Receivables
In the event that, notwithstanding the notification referred to in Clause 2.5, any Seller receives from the Permitted Obligors any payment in respect of Purchased Receivables, such Seller shall pay to the Purchaser promptly following such a receipt, all such Collections received by it in respect of the Purchased Receivables to the account as notified by the Purchaser pursuant to Clause 4.2.
3.
CONDITIONS PRECEDENT TO INITIAL PURCHASE
3.1
The effectiveness of this Agreement is subject to the satisfaction (as determined in the reasonable opinion of the Purchaser) of the following conditions precedent:
3.1.1
The Purchaser has received evidence that each Seller and the Performance Guarantor have validly executed and delivered all of the Transaction Documents to which it is a party;
3.1.2
The Purchaser has received certified copies of the resolutions of the board of directors of each Seller and the Performance Guarantor approving the Transaction Documents to which it is a party and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents to which it is a party;
3.1.3
The Purchaser has received a certificate of the Secretary or the Assistant Secretary of each Seller and the Performance Guarantor certifying the names and true signatures of its officers authorized to sign the Transaction Documents to which it is a party;
3.1.4
The Purchaser has received a copy of the by-laws of each Seller and the Performance Guarantor, certified by its Secretary or Assistant Secretary;
3.1.5
The Purchaser has received a copy of the articles of incorporation (or any other applicable organisational document) of each Seller and the Performance Guarantor, certified as of a recent date by the Secretary of State or other appropriate official of the State of incorporation of such Seller, and a certificate as to the good standing of such Seller or the Performance Guarantor from such Secretary of State or other official, dated as of a recent date.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



3.1.6
The Purchaser has received a solvency certificate from each Seller and the Performance Guarantor, substantially in the form of Schedule 4;
3.1.7
The Purchaser has received the U.S. Legal Opinion; and
3.1.8
The Purchaser has received such other approvals, such other legal opinions of reputable law firm(s) as to the laws of the jurisdiction(s) each of them deem relevant, and such other documents as the Purchaser may request.
3.2
Completion of the transfer and acquisition of the Receivables intended to be purchased on any Purchase Date is subject to the satisfaction (as determined in the reasonable opinion of the Purchaser) of the following conditions precedent:
3.2.1
The relevant Seller has made an Offer and the Purchaser has given an Acceptance with respect to the related Receivables;
3.2.2
All actions that are required to be completed pursuant to Part 3 of Schedule 2 prior to any purchase of the related Receivables have been completed;
3.2.3
The representations and warranties of the Sellers in, or incorporated or referenced in, Clause 5 of this Agreement are correct on and as of the Purchase Date as though made on and as of such date;
3.2.4
No Termination Event shall have occurred, nor shall the Termination Date have occurred; and
3.2.5
No law, regulation, directive, communication or action shall have been imposed or taken by any court, governmental authority or administrative body which (i) may render any of the terms and conditions of the Transaction Documents illegal or unenforceable, (ii) prohibit or prevent the purchase of Receivables hereunder or (iii) otherwise restrain, prevent or impose materially adverse conditions upon the Transaction.
Notwithstanding the foregoing, unless otherwise specified by the Purchaser in a written notice to the relevant Seller, each sale or other transfer shall occur automatically at all times prior to the occurrence of a Termination Event or the Termination Date, with the result that the title to all Receivables shall vest in the Purchaser automatically on the related Purchase Date without any further action of any kind by such Seller or the Purchaser, whether or not the conditions precedent to such sale or other transfer were in fact satisfied on such date and notwithstanding any delay in making payment of the Purchase Price for such Receivables (but without impairing the Purchaser's obligation to pay such Purchase Price in accordance with the terms hereof).
4.
PAYMENTS TO THE PURCHASER, ETC.
4.1
All amounts to be paid to the Purchaser under this Agreement shall be paid when due to the relevant account and at the times specified below.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



4.2
Any amounts payable to the Purchaser under this Agreement shall be remitted to the accounts notified in writing to the relevant Seller by the Purchaser no later than the time indicated in such notice.
4.3
All payments made by each Seller under this Agreement shall be made without set-off, counterclaim or withholding. If a Seller is compelled by law or otherwise to make any deduction, the Sellers shall pay any additional amount as will result in the net amount received by the Purchaser being equal to the full amount which would have been received had there been no deduction or withholding.
5.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
5.1
Warranties relating to the Sellers
As at each Purchase Date, the relevant Seller shall make the representations and warranties to the Purchaser in the terms set out in Part 1 of Schedule 3 in relation to such Seller and with reference to the facts and circumstances subsisting on such Purchase Date.
5.2
Warranties relating to Purchased Receivables
As at each Purchase Date, the relevant Seller shall make the representations and warranties severally to the Purchaser in the terms set out in Part 2 of Schedule 3 with respect to the Receivables to be sold by it and purchased by the Purchaser on such Purchase Date with reference to the facts and circumstances subsisting on such Purchase Date.
5.3
Obligation to notify in case of incorrect representations, etc.
Each Seller shall forthwith notify the Purchaser if any of the representations and warranties referred to in this Clause 5 were incorrect when made promptly upon becoming aware thereof.
5.4
Covenants and undertakings
Each Seller covenants and undertakes with and to the Purchaser as follows:
5.4.1
Indemnity against claims : Purchaser shall have no obligation or liability with respect to any Purchased Receivables nor will the Purchaser be required to perform any of the obligations of such Seller (or any of its agents) under any such contracts save, in each case, as specifically provided in this Agreement. Such Seller will on demand indemnify and keep indemnified the Purchaser against any cost, claim, loss, expense, liability or damages (including legal costs and out-of-pocket expenses) (except to the extent that such cost, claim, loss, expense, liability or damage shall have arisen as a consequence of any breach of this Agreement by, or as a result of the willful misconduct or negligence of the Purchaser) reasonably and properly incurred or suffered by the Purchaser as a consequence of any claim or counterclaim or action of whatsoever nature made or taken by a Permitted Obligor or any third party arising out of or in connection with any Purchased Receivables or any services which are the subject of such

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



Purchased Receivables, other than a claim or counterclaim arising as a result of the insolvency of such Permitted Obligor;
5.4.2
Indemnity against breach : such Seller will on demand indemnify and keep indemnified the Purchaser against any cost, claim, loss, expense, liability or damages (including legal costs and out-of-pocket expenses) reasonably and properly incurred or suffered by the Purchaser as a consequence of any breach by such Seller of this Agreement or any other Transaction Document (to which the Seller is a party) (except to the extent that such cost, claim, loss, expense, liability or damages shall not have arisen as a consequence of any breach of this Agreement by, or as a result of the willful misconduct or negligence of the Purchaser);
5.4.3
No set-off : such Seller shall not take any action which would cause any set-off, counterclaim, credit, discount, allowance, right of retention or compensation, right to make any deduction, equity or any other justification for the non-payment of any of the amounts payable under any Purchased Receivable (whether by the relevant Permitted Obligor or otherwise) without the prior written consent of the Purchaser;
5.4.4
Authorizations, approvals, licenses, consents etc. : such Seller shall obtain, comply with the terms of, and maintain in full force and effect, all authorizations, approvals, licenses and consents required in or by the laws and regulations of the State of Delaware, the State of Michigan, the federal law of the United States and any other applicable law to enable it to perform its obligations under this Agreement;
5.4.5
No other dealing : such Seller will not dispose, sell, transfer or assign, create any interest in (including Security Interest), or deal with any of the Purchased Receivables in any manner whatsoever or purport to do so except as permitted by this Agreement;
5.4.6
No other action : such Seller will not knowingly take any action which may prejudice the validity or recoverability of any Purchased Receivable or which may otherwise adversely affect the benefit which the Purchaser may derive from such Purchased Receivable pursuant to this Agreement;
5.4.7
Tax payments : such Seller will pay or procure the payment (as required by law) of all federal, state, local, and foreign sales, use, excise, utility, gross receipts or other taxes imposed by any authority in relation to the Purchased Receivables, the FI Agreements or this Agreement;
5.4.8
Notice of default : such Seller shall promptly upon becoming aware of the same inform the Purchaser of any Termination Event or any other occurrence which might adversely affect its ability to perform its obligations under this Agreement and from time to time, if so requested by the Purchaser, confirm to the Purchaser in writing that, save as otherwise stated in such confirmation, no such occurrence has occurred and is continuing;

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



5.4.9
Delivery of reports : such Seller shall deliver to the Purchaser, sufficient copies of each of the following documents, in each case at the time of issue thereof:
(a)
every report, circular, notice or like document issued by such Seller to its creditors generally; and
(b)
(if the Purchaser so requires) a certificate from its CFO stating that such Seller as at the date of its latest consolidated audited accounts was in compliance with the covenants and undertakings in this Agreement (or if it was not in compliance indicating the extent of the breach).
5.4.10
Provision of further information : subject to applicable legislation, such Seller shall provide the Purchaser with such financial and other information concerning such Seller and its affairs as the Purchaser may from time to time reasonably require and which is available to such Seller.
5.4.11
Notice of misrepresentation : such Seller shall promptly upon becoming aware of the same notify the Purchaser of any misrepresentation by such Seller under or in connection with any Transaction Document to which it is a party.
5.4.12
Sanctions : such Seller shall not:
(a)
directly or indirectly use any proceeds of the sale of Purchased Receivables, or lend, contribute or otherwise make available such proceeds to any other person, entity, joint venture or organisation (a) to fund, finance or facilitate any agreement, transaction, dealing or relationship with or involving, or for the benefit of, any Sanctioned Person (or involving any property thereof), or involving any Sanctioned Territory, or (b) in any manner that would result in a violation of Economic Sanctions Law or Anti-Corruption Law by any person, including the Purchaser, whether as creditor, advisor or otherwise; or
(b)
engage in any transaction, activity or conduct that violates any Economic Sanctions Law or Anti-Corruption Law.
5.5
Representations and Warranties relating to the Purchaser
5.5.1
As at each Purchase Date and each Calculation Date, the Purchaser shall make the representations and warranties to the relevant Seller in the terms set out in Part 3 of Schedule 3 with reference to the facts and circumstances subsisting on each such Purchase Date and Calculation Date.
5.5.2
The relevant Seller shall have the option to terminate this Agreement upon any material breach of the representations and warranties referred to in this Clause 5.5 by the Purchaser, provided such material breach has a material adverse effect on such Seller.
5.6
Commitment Fee

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



The Sellers shall pay to the Purchaser a commitment fee computed at a per annum rate of 60bps. of the excess of the Total Commitment over the Aggregate Euro Outstanding Amount. Such commitment fee shall accrue from day to day and be calculated daily on the basis of actual days elapsed over a 360-day year and be payable monthly in arrears on the third Business Day of each month, beginning on the date of this Agreement, to such account as the Purchaser may designate in writing.
6.
REMEDIES FOR UNTRUE REPRESENTATION, ETC.
6.1
If at any time after the Settlement Date in respect of any Purchased Receivable it shall become apparent that any of the representations and warranties set out in Part 2 of Schedule 3 relating to or otherwise affecting such Purchased Receivable was untrue or incorrect when made by reference to the facts and circumstances subsisting at the date on which such representations and warranties were given, the relevant Seller shall, within five (5) Business Days of receipt of written notice thereof from the Purchaser, remedy or procure the remedy of the matter giving rise thereto if such matter is capable of remedy and, if such matter is not capable of remedy or is not remedied within the said period of five (5) Business Days, then following due date of such Purchased Receivable such Seller shall pay to the Purchaser an amount equal to the difference (if any) between (i) the amount due for payment in respect of such Purchased Receivable on such due date and (ii) the amount of Collections received in respect of such Purchased Receivable on or before such due date, to the extent such difference was caused by, or has any connection with, the breach of the relevant representation and warranty. If any Seller shall otherwise become aware of such untrue or incorrect representation and warranty other than by written notification from the Purchaser, it shall immediately notify the Purchaser of such untrue or incorrect representation and warranty. In the event the Transaction is terminated prior to the date on which an amount under this Clause 6 would have been payable by any Seller, such Seller shall pay such amount following receipt of the said written notice from the Purchaser on or before the date the Transaction is terminated or promptly thereafter.
6.2
Notwithstanding Clause 6.1, if at any time after the Purchase Date but prior to collection of payments in full in relation to any Purchased Receivables it shall become apparent that the representation and warranty set out in paragraph 4 of Part 2 of Schedule 3 relating to or otherwise affecting such Purchased Receivable was untrue or incorrect when made by reference to the facts and circumstances subsisting at the date on which such representations and warranties were given, then the relevant Seller shall repurchase such Purchased Receivable for a price equal to (a) the Face Amount in respect of such Purchased Receivable less (b) any Collections received by the Purchaser in respect thereof, and see to it that notice of such repurchase is given to the relevant Permitted Obligor. Any Collections received by the Purchaser in respect of such repurchased Purchased Receivables after the relevant Seller has paid the price for such repurchase shall be paid to such Seller promptly upon receipt.
7.
FURTHER ASSURANCE; SECURITY INTEREST
7.1
Each Seller hereby undertakes not to take any steps or cause any steps to be taken in respect of the Purchased Receivables or the services supplied thereunder that could or will result in:

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



7.1.1
any termination, waiver, amendment or variation in relation to any Purchased Receivables;
7.1.2
any assignment or sale of any Purchased Receivables; or
7.1.3
any disposal of its right, title, interest, benefit or power in any Purchased Receivables.
7.2
In addition to any records or information available through the PrimeRevenue System, each Seller undertakes at the request of the Purchaser to produce and deliver Records concerning the Purchased Receivables as the Purchaser may reasonably request for enforcement or accounting purposes.
7.3
In the event that such Records as referred to in Clause 7.2 are not produced reasonably promptly, each Seller shall permit any persons nominated by the Purchaser at any time during normal business hours upon five (5) Business Days written notice to enter any premises owned or occupied by it or its agents where the Records and other information concerning Purchased Receivables are kept to have access (subject to appropriate supervision provided by such Seller and provided that such Seller shall not unreasonably delay the provision of such supervision) to, examine and make copies of all Records relating to the Purchased Receivables and the performance by such Seller of its obligations hereunder. Such access shall include the right to have access to and use (subject to appropriate supervision provided by such Seller and provided that such Seller shall not unreasonably delay the provision of such supervision) all computer passwords necessary to gain access to the relevant computer records.
7.4
It is the intention of the parties hereto that each sale or other transfer of Purchased Receivables made hereunder shall constitute a sale of "accounts" or "payment intangibles" (as each such term is used in Article 9 of the UCC) and not as a grant of security interest, which sale is absolute and irrevocable and provides the Purchaser with the full benefits of ownership of the Purchased Receivables. In view of the intention of the parties hereto that each sale or other transfer of Purchased Receivables made hereunder shall constitute a sale of such Purchased Receivables rather than loans secured thereby, each Seller hereby agrees to note in its financial statements that the Purchased Receivables have been sold to the Purchaser.
7.5
Against the possibility that, contrary to the mutual intent of the parties, as expressed in Clause 7.4, the purchase of any of the Purchased Receivables is not characterized as a sale by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, or such sale shall for any reason be ineffective, each Seller hereby grants to the Purchaser and its assigns a Security Interest in and right of setoff under Article 9 of the UCC with respect to, all of the following property, now existing or hereafter arising (collectively, the " Collateral "): the Purchased Receivables, all Collections with respect thereto, and (to the extent not included in the foregoing) all proceeds of the foregoing. This Agreement shall constitute a security agreement under applicable law, all of the Collateral shall secure payment and performance of all of the Sellers' obligations at any time owing to the Purchaser, fixed or contingent, arising hereunder, in connection herewith or by operation of law or otherwise, including the punctual payment when due of all amounts payable by it hereunder and each reference

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



herein to the 'purchase' of the Purchased Receivables hereunder shall be deemed to be a reference to a grant of a security interest in such Purchased Receivable . The grant of this security interest is a supplemental protection to the Purchaser and is not meant to negate or affect in any way the intended sale of the Purchased Receivables by the Sellers to the Purchaser.
8.
NOTICES
Any notices to be given pursuant to this Agreement to any of the parties hereto shall be sufficiently served or given if delivered by hand or sent by prepaid first-class post or by facsimile transmission and shall be deemed to be given (in case of notice delivered by hand or post) when delivered or (in the case of any notice by facsimile transmission) upon receipt in legible form and shall be delivered or sent:
The Purchaser:
Nordea Bank AB (publ)
Address: c/o Nordea Bank Danmark A/S
Christiansbro, Strandgade 3
DK-1401 Copenhagen
Fax: +45 33 33 26 97
For the attention of: Structured Finance Servicer
Email: sfs@nordea.com

The Sellers (as applicable):
Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC,
2135 West Maple Road
Troy, Michigan 48084-7186
Telephone: (248) 435-1000
Facsimile No: 248-435-0989

 
Meritor Heavy Vehicle Systems, LLC 2135 West Maple Road
Troy, Michigan 48084-7186
Telephone: (248) 435-1000
Facsimile No: 248-435-0989
 
 
or to such other address or facsimile number or for the attention of such other person as may from time to time be notified by any party to each of the other parties by written notice in accordance with the provisions of this Clause 8.
9.
ASSIGNMENT AND SUPPLEMENTS
This Agreement may not be assigned by any Seller without the prior written consent of the Purchaser.
10.
AMENDMENTS AND MODIFICATIONS
No amendment, modification, variation or waiver of this Agreement shall be effective unless it is in writing and signed by (or by some person duly authorized by) each of the parties hereto.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



11.
RIGHTS CUMULATIVE, WAIVERS
The respective rights of each party under or pursuant to this Agreement are cumulative, and are in addition to their respective rights under the general law. The respective rights of each party under or pursuant to this Agreement shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and, in particular, any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.
12.
APPORTIONMENT
The parties agree that if a Permitted Obligor, owing a payment obligation which is due in respect of one or more Purchased Receivables, submits an incomplete or inaccurate information regarding the Receivable to the PrimeRevenue System or otherwise makes a general payment to the Purchaser (or any Seller) and makes no apportionment between them as to which Purchased Receivables such payment relates, then such payment shall be treated as though the Permitted Obligor had appropriated the same as payment of Purchased Receivables in relation to the Purchaser in order of maturity (starting with the Purchased Receivables having the earliest maturity date).
13.
PARTIAL INVALIDITY
If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal or unenforceable such provisions in any other jurisdiction or affect the remaining provisions of this Agreement. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.
14.
CONFIDENTIALITY
None of the parties shall disclose to any person, firm or company whatsoever, or make use of (other than in accordance with the Transaction Documents) any information relating to the business, finances or other matters of a confidential nature of any other party to this Agreement of which it may in the course of its duties under this Agreement or otherwise have become possessed (including, without limitation and without prejudice to the generality of the foregoing any information concerning the identity or creditworthiness of any Permitted Obligor (all and any of the foregoing being " Confidential Information ")) and all the parties shall use all reasonable endeavors to prevent any such disclosure or use provided however that the provisions of this Clause 14 shall not apply:
14.1.1
Permitted parties : to the disclosure of any information to any person who is a party to any of the Transaction Documents (to the extent such Transaction Documents relates to the Transaction as contemplated by this Agreement);
14.1.2
Known information : to the disclosure of any information already known to the recipient otherwise than as a result of entering into any of the Transaction

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



Documents (to the extent such Transaction Documents relates to the Transaction as contemplated by this Agreement);
14.1.3
Public knowledge : to the disclosure of any information which is or becomes public knowledge otherwise than as a result of the conduct of the recipient;
14.1.4
Legal requirement : to the extent that the recipient is required to disclose the same pursuant to any law or order of any court of competent jurisdiction or pursuant to any direction or requirement (whether or not having the force of law) of any central bank or any governmental or other regulatory or taxation authority in any part of the world (including, without limitation, any official bank examiners or regulators);
14.1.5
Rights and duties : to the extent that the recipient needs to disclose the same for the exercise, protection or enforcement of any of its rights under any of the Transaction Documents or, for the purpose of discharging, in such manner as it reasonably thinks fit, its duties or obligations under or in connection with the Transaction Documents in each case to such persons as require to be informed of such information for such purposes (including for these purposes, without limitation, disclosure to any rating agency);
14.1.6
Professional advisers : to the disclosure of any information to professional advisers, legal advisors or auditors of the relevant party in relation to, and for the purpose of, advising such party or complying with their duties as auditors;
14.1.7
Financial institutions : to the disclosure in general terms of any information to financial institutions servicing the relevant party in relation to finances, insurance, pension schemes and other financial services;
14.1.8
Written consent : to the disclosure of any information with the written consent of all of the parties hereto;
14.1.9
Rating Agencies : to the disclosure of any information which either of the Rating Agencies may require to be disclosed to it;
14.1.10
Group companies : to the disclosure of information to companies belonging to the same group of companies as the Sellers or the Purchaser;
14.1.11
Permitted Obligors : to the disclosure of information to Permitted Obligors necessary for the performance of the Sellers' obligations hereunder, or reasonably incidental thereto; and
14.1.12
Future purchasers : to the disclosure of any information to any purchaser or potential purchaser of Receivables from the Purchaser.
15.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
15.1
This Agreement is governed by and shall be construed in accordance with the law of the State of New York, including Sections 5-1401 and 5-1402 of the New York General Obligations Law.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



15.2
Each of the parties hereto consents to the nonexclusive jurisdiction of (i) the courts of the State of Michigan and the courts of the United States of America sitting in Michigan (and any applicable courts having jurisdiction thereover) and (ii) the courts of the State of New York sitting in the Borough of Manhattan and the courts of the United States of America for the Southern District of New York (and any applicable courts having jurisdiction thereover) with respect to any controversy arising out of or relating to this Agreement or to any transaction in connection herewith, and irrevocably submits to the jurisdiction of such courts and agrees that any right, judgment or other notice of legal process shall be sufficiently served on such party if sent to it at its respective address specified in Clause 8.
15.3
EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.
16.
CONTRACTUAL RECOGNITION OF BAIL-IN
Notwithstanding any other term of any Transaction Document or any other agreement, arrangement or understanding between the parties, each party acknowledges and accepts that any liability of any party to any other party under or in connection with the Transaction Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)    a cancellation of any such liability.
(b)
a variation of any term of any Transaction Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability."
17.
TERMINATION
This Agreement shall remain in full force and effect until the Termination Date, provided, however, that the rights and remedies of a party with respect to any breach of any warranty made by another party in or pursuant to this Agreement, the provisions of Clause 14 and the indemnification and payment provisions of this Agreement shall be continuing and shall survive any termination of this Agreement.
18.
INTEGRATION

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
19.
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).
20.
COUNTERPARTS
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.


                
[Signature page follows]
This Agreement has been entered into on the date stated at the beginning of this Agreement.


For and on behalf of
MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC.


By:      /s/ Carl D. Anderson, II                 
Name: Carl D. Anderson, II
Title: Vice President and Treasurer







For and on behalf of
MERITOR HEAVY VEHICLE SYSTEMS, LLC




87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



By:      /s/ Carl D. Anderson, II                 
Name: Carl D. Anderson, II
Title: Vice President and Treasurer


For and on behalf of
NORDEA BANK AB (PUBL)




By:      /s/ Fredrik Dahlstrom                 
Name: Fredrik Dahlstrom
Title: Director, Head of Securitisation







87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



Schedule 1
ELIGIBILITY CRITERIA
Each Seller represents and warrants that each Receivable that is the subject of an Offer by such Seller and Acceptance satisfies the following Eligibility Criteria on the relevant Purchase Date:
1.
The terms of the Receivable provide for payment in full by the Permitted Obligor not later than 120 days after the date of creation of such Receivable or as otherwise approved by the Purchaser.
2.
The Receivable is neither a Defaulted Receivable nor a Delinquent Receivable.
3.
The Receivable is denominated and payable in a Permitted Currency and is fully identified as such in the PrimeRevenue System and in the records of such Seller.
4.
An invoice relating to the Receivable has been issued and has been approved by the relevant Permitted Obligor.
5.
The Receivable is segregated and identifiable and can be validly transferred without the consent of the Permitted Obligor by such Seller to the Purchaser.
6.
The Receivable is not subject to set-off, counterclaim (other than Credit Memo Amounts as such term is defined in the respective CMSA) or withholding taxes other than as generally provided for under Swedish law or United States law (as applicable) and is a legally enforceable obligation of the Permitted Obligor.
7.
The Receivable is owed by a Permitted Obligor who as at the Purchase Date to the knowledge of such Seller is not bankrupt or in liquidation, has not filed for a suspension of payments or petitioned for the opening of procedures for a compulsory composition of debts or is subject to similar or analogous proceedings or as otherwise approved by the Purchaser.
8.
The governing law of the Receivable is Swedish law or North Carolina law.
9.
The Receivable is a non-interest bearing (other than default or penalty interest) trade receivable arising in the ordinary course of such Seller's business, the Outstanding Amount of which remains as debt.
10.
The delivery of the goods and/or services giving rise to the Receivable has been made and invoiced, has not been cancelled or rejected by the Permitted Obligor and the invoice provides for full payment by the Permitted Obligor.
11.
The Receivable has been created in accordance with all applicable laws and all consents, approvals and authorizations required of or to be maintained by such Seller have been obtained and are in full force and effect and are not subject to any restriction that would be material to the origination, enforceability or assignability of such Receivable.
12.
The Receivable has not been, in whole or in part, pledged, mortgaged, charged, assigned, discounted, subrogated or attached or transferred in any way (except to the

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



extent released, revoked or rescinded as of the relevant Purchase Date) and is otherwise free and clear of any Adverse Claims exercisable against such Seller by any party.
13.
The Receivable constitutes the legal, valid, binding and enforceable obligation of the Permitted Obligor to pay on the due date the Outstanding Amount of the Receivable as at the Purchase Date and is not subject to any defense, dispute, lien, right of rescission, set-off or counterclaim (other than Credit Memo Amounts as such term is defined in the respective CMSA) or enforcement order.
14.
The Receivable has been owned exclusively by such Seller since its origination and until the relevant Purchase Date.
15.
Collections in respect of the Receivable can be identified as being attributable to the Receivable as soon as practically possible following their receipt and in any event not later than three (3) Business Days following their receipt.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



SCHEDULE 2     
CONCLUSION OF PURCHASE – OFFER AND ACCEPTANCE, PURCHASE PRICE AND PERFECTION
PART 1     
CONCLUSION OF PURCHASE – OFFER AND ACCEPTANCE

1.
Each Seller may from time to time make an Offer to the Purchaser and the Purchaser will, subject to the satisfaction of the conditions precedent set forth in Sections 3.1 and 3.2 and this Part 1, accept such Offer by an Acceptance.
2.
Any Acceptance by the Purchaser shall always be subject to all of the following conditions being satisfied or waived:
(a)
any Acceptance must be made before the Termination Date and no Acceptance which is communicated or generated on or after the Termination Date shall be valid;
(b)
no Seller Potential Suspension Event or Seller Suspension Event having occurred and being continuing;
(c)
immediately following such purchase, the Total Commitment shall be equal to or greater than the Aggregate Euro Outstanding Amount; and
(d)
the relevant Receivable shall meet all of the Eligibility Criteria.
3.
Notwithstanding anything to the contrary in this Agreement, if the Purchaser pays the Purchase Price for a Receivable and it is subsequently determined that any of the conditions set out above or in Sections 3.1 and 3.2 was not satisfied, the parties hereto agree that the transfer of such Receivable from the relevant Seller to the Purchaser will be valid. The Purchaser acknowledges that the Receivables can be repurchased in accordance with Section 6.2.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



PART 2     
PURCHASE PRICE
1.
The Purchase Price shall be paid in cash by or on behalf of the Purchaser to the relevant Seller on the relevant Settlement Date. Payment shall be made (subject to deductions, including for the settlement of fees, as agreed by the relevant Seller in any Transaction Document) to the bank account number set out below or as otherwise agreed from time to time between the Purchaser, and the Seller and notified to PrimeRevenue.
Bank:
ABA #:
Swift:
For Credit to:
2.
Each Receivables Purchase Price shall be calculated by the PrimeRevenue System on behalf of the Purchaser on the Calculation Date and PrimeRevenue shall inform the relevant Seller and each Purchaser of the Receivables Purchase Price through the PrimeRevenue System on such Calculation Date.


87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



PART 3     
PERFECTION
1.
Prior to the transfer and acquisition of any Receivables, the Purchaser and each Seller shall send a notice letter to (each of) the Permitted Obligor(s) that is/are the debtor(s) of the relevant Receivables, with the following content:

NOTICE

Date: [●], 20[●]
To: [ SPECIFY NAME OF PERMITTED OBLIGOR ]
Re: NOTICE OF SALES AND TRANSFERS OF RECEIVABLES AND RIGHTS UNDER A CUSTOMER MANAGED SERVICES AGREEMENT
A.
Pursuant to a Receivables Purchase Agreement (the " RPA ") between Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC and Meritor Heavy Vehicle Systems, LLC (each, a "Seller", and collectively, the " Sellers ") and Nordea Bank AB (Publ), as purchaser (the " Purchaser "), dated as of [●], 20[●], each Seller has agreed to sell and the Purchaser has agreed to purchase receivables (the " Receivables ") owed by [ specify name of Permitted Obligor ] (" Obligor ") to such Seller (in its capacity as supplier to Obligor).
B.
Offer and acceptance of sales and purchases of Receivable(s) will be made from time to time through a system (the " System ") provided by PrimeRevenue, Inc (" PrimeRevenue "). Obligor has on [[●], 20[●] [ as to Volvo Group North America ]] [●], 20[●] [ as to Mack Trucks ] entered into a Customer Managed Services Agreement (the " CMSA ") with PrimeRevenue regarding the use of the System. Through the CMSA (Section 18(f)) the Obligor has made certain undertakings, covenants, representations and warranties to the Sellers (the " Seller CMSA Rights ") as regards inter alia the Receivables and the use of the System.
C.
In connection with a sale of Receivable(s) under the RPA through the System, the System will generate a notice of transfer (the " Transfer Notice ") that will be sent to the Obligor. A specimen of such Transfer Notice is attached hereto as Appendix 1.
D.
In accordance with and without limiting, expanding or otherwise amending the terms and conditions of the CMSA, this is to notify the Obligor that each Transfer Notice shall have the following meanings:
(i)
the Receivable(s) defined therein (as clarified in Appendix 1) (the " Purchased Receivables ") has/have been sold and transferred to the Purchaser identified in the Transfer Notice (see Appendix 1);

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



(ii)
consequently, all payments attributable to the Purchased Receivables shall be made to the Purchaser in its capacity as owner of such receivables (as set forth in the CMSA and in particular Section 2(b) thereof);
(iii)
all payments to the Purchaser referred to in this notice shall (until otherwise instructed) be made in Dollars to the bank account numbers set out below with Nordea Bank Finland PLC - New York Branch:
Bank:
 
Address:
 
Account No.:
 
Swift:
 
ABA#:
 

(iv)
all Seller CMSA Rights attributable to the Purchased Receivables are pursuant to the RPA included in and an integral part of the Purchased Receivables and thus also sold and transferred to the Purchaser (the " Transferred Seller CMSA Rights ").
Place/date:                  ;          , 20[●]

MERITOR HEAVY VEHICLE BRAKING SYSTEMS, (U.S.A.), LLC.
[NORDEA]
 
 
By:              
Name:
Title:

By:              

 
 
MERITOR HEAVY VEHICLE SYSTEMS, LLC.

 
By:              
Name:
Title:

 
 
 
We hereby confirm;
(i)    receipt of the above notice;

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



(ii)    that we will act in accordance therewith;
(iii)    our agreement as regards the meaning of the Transfer Notice; and
(iv)
our obligations vis-à-vis the Purchaser as regards each of the Transferred Seller CMSA Rights.
                


Place/date:              ;              , 20[●]

[ SPECIFY NAME OF PERMITTED OBLIGOR ]

By:                       
Name:
Title:

and the Sellers shall procure that each such Permitted Obligor acknowledge and countersign the notice letter as anticipated therein.
2.
The relevant Seller shall procure that simultaneously (or as soon thereafter as is technically possible) with the issuance of an Acceptance, a Transfer Notice (as defined in the above notice) shall be issued by the PrimeRevenue System to the relevant Permitted Obligor.
3.
For the perfection of the transfer of all Receivables, each Seller shall procure that (i) the Purchaser shall have an effective, perfected, valid, legally binding and enforceable first-priority ownership interest in, to and under all of the Receivables, (ii) all registrations, recordings and filings shall have been made in all places wherein such registrations, recordings and filings are necessary to create and perfect the ownership interests of the Purchaser in, to and under the Purchased Receivables, (iii) the Purchaser shall have received financing statements under the Uniform Commercial Code in appropriate form for filing in such jurisdictions as the Purchaser may request, it being understood and agreed by such Seller and the Purchaser that the Purchaser is authorized to file such financing statements on behalf of such Seller in the appropriate jurisdictions, and (iv) the Purchaser shall have received copies of such Uniform Commercial Code search reports and such tax lien, judgment, litigation and other search reports in such jurisdictions as the Purchaser may request.
4.
Each Seller shall procure that at such time(s) as the Purchaser determines all other actions the Purchaser in its reasonable opinion deems necessary or desirable in order for the transfer and acquisition of the Receivables to be perfected in all respects is/are taken.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



SCHEDULE 3     
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
PART 1     
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS
The following representations and warranties are given by each Seller:
3.
Status : Such Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization.
4.
Powers and authorizations : Such Seller has the requisite power and authority under its certificate of formation, limited liability company agreement and otherwise, and all necessary company authority has been obtained and action taken, for it to sign and deliver, and perform the transactions contemplated in this Agreement.
5.
Legal validity : The obligations of such Seller under this Agreement constitute, or when executed by it will (subject to any reservations of law expressed in the U.S. Legal Opinion) constitute, the legal, valid and binding obligations of such Seller and are enforceable against it.
6.
Non-violation : The execution, signing and delivery of this Agreement and the performance of any of the transactions contemplated herein do not and will not contravene or breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on it or the powers of its officers imposed by or contained in:
(a)
any law, statute or regulation to which it or any of its assets or revenues is subject or any order, judgment, injunction, decree, resolution, or award of any court or any administrative authority or organization which applies to it or any of its assets or revenues; or
(b)
any agreement or any other document or obligation to which it is a party or by which any of its assets or revenues is bound or affected if this may have a material adverse effect on the rights of the Purchaser; or
(c)
any document which contains or establishes or regulates its activities, including its certificate of formation and limited liability company agreement.
7.
Adverse Claim . The execution and delivery of this Agreement and the performance of any of the transactions contemplated herein do not and will not result in the creation or imposition of any Adverse Claim (except as created pursuant to the Transaction Documents ) upon any property or assets, whether now owned or hereafter acquired, of such Seller.
8.
Consents : Such Seller has duly obtained, made or taken each authorization, approval, consent, registration, recording, filing, deliveries or notarization which it is required to obtain (or make) in connection with the entry into, or performance of the transactions contemplated in, the Transaction Documents to which it is a party, except for the filing of UCC financing statements as contemplated by the Transaction Documents.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



9.
Litigation : No litigation, arbitration or administrative proceeding or claim of or before any court, tribunal or governmental body which, if adversely determined, would materially and adversely affect the ability of such Seller to observe or perform its obligations under the Transaction Documents to which it is a party, is presently in progress or pending.
10.
Accounts : The latest audited financial statements of such Seller then available have been prepared on a basis consistently applied in accordance with accounting principles generally accepted in the United States and give a true and fair view of the results of its operations for that year and the state of its affairs at that date.
11.
Solvency : Such Seller is able to pay its debts as they fall due and it will not be unable to pay its debts as they fall due in consequence of any obligation or transaction contemplated in this Agreement.
12.
Material adverse change to such Seller : There has been no change in the financial condition or operations of such Seller since 27 September 2015, so as to have a material and adverse effect on the ability of such Seller to perform its obligations under the Transaction Documents to which it is a party.
13.
No misleading information : Any factual information in writing provided by such Seller in connection with the entry into any of the transactions envisaged by the Transaction Documents was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated.
14.
Insolvency and other procedures : No action has been taken or is pending, no other steps have been taken and no legal proceedings have been commenced (in each case by such Seller or, so far as such Seller is aware, by any other person) for (i) the insolvency, bankruptcy, liquidation, administration or reorganization of such Seller, or (ii) such Seller to enter into any composition or arrangement with its creditors generally, or (iii) the appointment of a receiver, supervisor, trustee or similar officer in respect of such Seller or substantially all of its property, undertaking or assets.
15.
Payment to Seller . With respect to each Receivable sold to the Purchaser hereunder, the Receivable Purchase Price received by such Seller constitutes reasonably equivalent value in consideration therefore. No transfer hereunder by such Seller of any Receivable is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. secs. 101 et seq. ), as amended.
16.
Pari passu ranking : Each of the payment obligations of such Seller under this Agreement will rank at least pari passu with its unsecured payment obligations to all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency or similar laws of general application.
17.
No default: No event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any such law, statute, decree, rule, regulation, order, judgment, injunction, resolution, determination or award or any agreement, document or instrument by which such Seller or any of its assets is bound, being a contravention or default which would have a material adverse effect on the business, assets or condition (financial or

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



other) of the Purchaser or materially and adversely affect its ability to observe or perform its obligations under this Agreement.
18.
Use of Proceeds . No portion of any Purchase Price payment hereunder will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Seller or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.
19.
Not a Holding Company or an Investment Company . Such Seller is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.
20.
Sanctions . Such Seller is not, and to the knowledge of its executive officers, none of its Affiliates are, listed on the " Specially Designated Nationals and Blocked Persons " list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (" OFAC "), or on the Consolidated List of Financial Sanctions Targets maintained by the UK Treasury, or on any list of targeted persons issued under the Economic Sanctions Law of any other country or is domiciled in a Sanctioned Territory, nor are any of (a) the goods and services sold by such Seller to the Permitted Obligors in connection with any Receivables subject to this Agreement or (b) the Permitted Obligors from jurisdictions or targeted countries with respect to which sanctions programs restricting the sale, purchase or financing of goods are maintained by OFAC or pursuant to any Economic Sanctions Law, or located within or operating from a Sanctioned Territory or otherwise targeted under any Economic Sanctions Law.
19.
Anti-corruption Laws . Neither such Seller nor, to the knowledge of its executive officers, any of its directors, officers, employees, agents or other representatives when acting on its behalf, is in violation of any applicable Anti-Corruption Laws.


87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



PART 2     
REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASED RECEIVABLES
The following representations and warranties are given by each Seller:
5.
Particulars correct : The particulars of the Purchased Receivables set out in the Offers of such Seller and in the PrimeRevenue System (to the extent submitted by such Seller) are true and accurate in all material respects, as of the date thereof.
6.
No default : Such Seller is not aware of any default, breach or violation in respect of any Purchased Receivable (other than any default relating to lateness in payment) or of any event, which with the giving of notice and/or the expiration of any applicable grace period, would constitute such a default, breach or violation, such default, breach or violation being of a nature that (i) is material and (ii) affects the value of the Purchased Receivable or its collectability.
7.
Obligation performed : Such Seller has performed all its obligations under or in connection with the Purchased Receivables unless any such obligation is not material and does not affect the value of any Purchased Receivable or its collectability.
8.
Compliance with Eligibility Criteria : Each Purchased Receivable complies, as at the relevant Purchase Date, in all respects with the Eligibility Criteria.
9.
Maintenance of records : In addition to any records relating to the Purchased Receivables maintained in the PrimeRevenue System, such Seller has maintained records relating to each Purchased Receivable which are accurate and complete in all material respects, are sufficient to enable such Purchased Receivables to be identified and enforced against the relevant Permitted Obligor and such records are held by or to the order of such Seller.
10.
Accounting : In addition to any records relating to the Purchased Receivables maintained in the PrimeRevenue System, such Seller shall maintain an accounting system which separates the Purchased Receivables and accounting for collections related thereto from other receivables or assets of such Seller so that the Purchaser at any time can verify the Outstanding Amount of the Purchased Receivables and such Seller's compliance with this Agreement.
11.
No waiver : Such Seller has not waived any of its rights in relation to the Purchased Receivables.
12.
Perfection : Such Seller has performed all its actions as set out in Clause 2.5 of this Agreement as of the Purchase Date.
13.
Place of Business; Records Location. The principal place of business and chief executive office of such Seller and the offices where it keeps all of its Records are located as the address(es) listed on Schedule 5 or such other locations of which the Purchaser has been notified in accordance with Sub clause (10) below. Such Seller's Federal Employer Identification Number is correctly set forth on Schedule 5.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



14.
Change of Name, Offices or Records . Such Seller shall not change its (i) state of organization, name, (iii) identity or structure (within the meaning of Article 9 of the applicable UCC) or relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of the Purchaser's interest in the Receivables and the related Collections or any office where Records of such Seller are kept, unless it shall have: (A) given the Purchaser and its assignees at least thirty (30) days' prior written notice thereof and (B) delivered to the Purchaser and its assignee all financing statements, instruments and other documents reasonably requested by the Purchaser or its assignees.

87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



PART 3     
REPRESENTATIONS AND WARRANTIES RELATING TO THE PURCHASER
The following representations and warranties are given by the Purchaser:
1.
Status : The Purchaser is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
2.
Powers and authorisations : The Purchaser has the requisite power and authority and all necessary corporate and constitutional authority has been obtained and action taken, for it to sign and deliver, and perform the transactions contemplated in, this Agreement.
3.
Legal validity : The obligations of the Purchaser under this Agreement constitute, or when executed by it will constitute, the legal, valid and binding obligations of the Purchaser and, subject to any laws or other procedures affecting generally the enforcement of creditors' rights and principles of equity are enforceable against it.



87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



SCHEDULE 4     
[FORM OF SOLVENCY CERTIFICATE

To:    Nordea Bank AB (Publ)                    Date: ,20[●]                                                
    
From:
[Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC] [Meritor Heavy Vehicle Systems, LLC] [Meritor, Inc.]

Dear Sirs
Reference is made to [the Receivables Purchase Agreement dated as of [●], 20[●], entered into between Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC and Meritor Heavy Vehicle Systems, LLC, [●] and [●] (the " Receivables Purchase Agreement ")] [the Performance Undertaking dated as of [●], 20[●], entered into by Meritor, Inc. in favor of [●] (the " Performance Undertaking ")]
The undersigned hereby certifies that it is able to pay its debts as they fall due and it will not be unable to pay its debts as they fall due in consequence of any obligation or transaction contemplated in [the Receivables Purchase Agreement] [the Performance Undertaking].
Very truly yours
[MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), LLC] [MERITOR HEAVY VEHICLE SYSTEMS, LLC] [MERITOR, INC.]


By:                  
Name:
Title:]







87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0



SCHEDULE 5     
SELLERS' PLACE OF BUSINESS; RECORDS LOCATION; TAX ID NUMBER

4.     
Meritor Heavy Vehicle Braking Systems (U.S.A.), LLC
 
 
Place of Business:


2135 West Maple Road
Troy, Michigan 48084-7186
 
Location of Records:
2135 West Maple Road
Troy, Michigan 48084-7186

 
Federal Employer Identification Number:
38-3441039
5.     
Meritor Heavy Vehicle Systems, LLC
 
 
Place of Business:
2135 West Maple Road
Troy, Michigan 48084-7186
 
Location of Records:
2135 West Maple Road
Troy, Michigan 48084-7186

 
Federal Employer Identification Number:

38-3371768



87441-3-5256-v7.0
87441-3-5256-v7.0
87441-3-5256-v7.0













AMENDMENT AGREEMENT NO. 2

dated as of 29 March 2016

between

Meritor HVS AB
as Seller

and

Viking Asset Purchaser No. 7 IC
an incorporated cell of Viking Global Finance ICC
as Purchaser

and

Citicorp Trustee Company Limited
as Programme Trustee

(the “ Amendment Agreement ”)



















1.
BACKGROUND AND DEFINITIONS
1.1
The parties hereto have entered into a receivables purchase agreement dated 28 June 2011 between Meritor HVS AB as Seller, Viking Asset Purchaser No. 7 IC, an incorporated cell of Viking Global Finance ICC, as Purchaser and Citicorp Trustee Company Limited as Programme Trustee as amended, restated and supplemented from time to time (the “ Receivables Purchase Agreement ”).
1.2
The parties now wish to amend the Receivables Purchase Agreement in accordance with the provisions set out herein.
1.3
Capitalised terms shall, unless the context otherwise requires, have the meaning given to them in the Receivables Purchase Agreement.
2.
AMENDMENT
2.1
The parties hereto agree that with effect as of the date of this Amendment Agreement the definition of Total Commitments under Clause 1.1 Definitions of the Receivables Purchase Agreement shall be amended as follows:
“ Total Commitments ” means the part of the aggregate of the Commitments as reserved by the Accounts Administrator to be used in relation to the Transaction, being EUR One hundred and fifty five million (155,000,000). The Total Commitments may (to the extent possible) be increased as agreed between the Seller and the Accounts Administrator from time to time.    
1.
MISCELLANEOUS
1.4
For the avoidance of doubt, the Receivables Purchase Agreement, as amended and extended from time to time, shall remain in full force and effect and the provisions set out in this Amendment Agreement shall only take effect as specified herein.
1.5
This Amendment Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Amendment Agreement on the respective dates specified below with effect from the date specified in Clause 2.1 above.

For and behalf of
Meritor HVS AB
By:
/s/ Eric Moss _____________________
Name:
Eric Moss
Title:
Authorized Signer
For and behalf of
Viking Asset Purchaser No. 7 IC
By:
/s/ M. Jabey _____________________
Name: M. Jabey
Title: Sweden

For and behalf of
Citicorp Trustee Company Limited
By:
/s/ David Mares _____________________
Name: David Mares
Title: Director



    
Exhibit 12


Meritor, Inc.
Computation of Ratio of Earnings to Fixed Charges
Six Months Ended March 31, 2016
(Amounts in millions, except the ratio)


 
Earnings Available for Fixed Charges (A):
 
 
 
 
 
 
 
 
 
Pre-tax income from continuing operations
 
$
76

 
 
 
 
 
 
Add:
 
 
 
 
Distributed income of affiliates
 
 
19

 
 
 
 
 
 
Less:
 
 
 
 
Equity in earnings of affiliates
 
 
(17
)
 
 
 
 
78

 
Add: fixed charges included in earnings:
 
 
 
 
Interest expense
 
 
45

 
Interest element of rentals
 
 
2

 
Total
 
 
47

 
 
 
 
 
 
Total earnings available for fixed charges:
 
$
125

 
 
 
 
 
 
Fixed Charges (B):
 
 
 
 
Fixed charges included in earnings
 
$
47

 
Capitalized interest
 
 
—

 
Total fixed charges
 
$
47

 
 
 
 
 
 
Ratio of Earnings to Fixed Charges
 
 
2.66

 

(A) “Earnings” are defined as pre-tax income from continuing operations, adjusted for minority earnings and share of income from equity investees and fixed charges excluding capitalized interest.

(B) “Fixed charges” are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance costs.





Exhibit 23


CONSENT OF EXPERT

We consent to the references to our firm and to our reports with respect to estimation of the liability for pending and reasonably estimable unasserted future asbestos-related claims, which are included or incorporated by reference in Note 20 of the Notes to Condensed Consolidated Financial Statements in the Quarterly Report on Form 10-Q of Meritor, Inc. (“Meritor”) for the fiscal quarter ended April 3, 2016 and to the incorporation by reference of such reference into the following Registration Statements of Meritor:
Form
Registrations No.
Purpose
S-3
333-200858
Registration of common stock, preferred stock, warrants, debt securities and guarantees
S-8
333-192458
Amended and Restated 2010 Long-Term Incentive Plan
S-8
333-171713
Amended 2010 Long-Term Incentive Plan
S-8
333-164333
2010 Long-Term Incentive Plan
S-8
333-141186
2007 Long-Term Incentive Plan
S-8
333-107913
Meritor, Inc. Savings Plan
S-8
333-123103
Meritor, Inc. Hourly Employees Savings Plan
S-8
333-49610
1997 Long-Term Incentives Plan
S-8
333-42012
Employee Stock Benefit Plan, 1988 Stock Benefit Plan and 1998 Employee Stock Benefit Plan

 
BATES WHITE LLC
 
 
 
 
 
By:
/s/ Charles E. Bates

 
 
 
Charles E. Bates, Ph.D.

 
 
 
Chairman
Date: May 5, 2016



Exhibit 31-a
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13a-14(a) UNDER THE EXCHANGE ACT

I, Jeffrey A. Craig, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Meritor, Inc. for the quarterly period ended April 3, 2016;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 5, 2016
 
/s/ Jeffrey A. Craig
 
Jeffrey A. Craig
 
Chief Executive Officer and President




Exhibit 31-b
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(a) UNDER THE EXCHANGE ACT

I, Kevin A. Nowlan, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Meritor, Inc. for the quarterly period ended April 3, 2016;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 5, 2016
 
/s/ Kevin A. Nowlan
 
Kevin A. Nowlan
 
Senior Vice President and Chief Financial Officer





Exhibit 32-a
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE
13a-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
     As required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, I, Jeffrey A. Craig, hereby certify that:
1.
The Quarterly Report of Meritor, Inc. on Form 10-Q for the quarterly period ended April 3, 2016 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and
2.
The information contained in that report fairly presents, in all material respects, the financial condition and results of operations of Meritor, Inc.

                                    
/s/ Jeffrey A. Craig
Jeffrey A. Craig
Chief Executive Officer and
President

Date: May 5, 2016



Exhibit 32-b
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(b) UNDER THE EXCHANGE ACT AND 18 U.S.C. SECTION 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
     As required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, I, Kevin A. Nowlan, hereby certify that:
1.
The Quarterly Report of Meritor, Inc. on Form 10-Q for the quarterly period ended April 3, 2016 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, and
2.
The information contained in that report fairly presents, in all material respects, the financial condition and results of operations of Meritor, Inc.

 
/s/ Kevin A. Nowlan
 
Kevin A. Nowlan
 
Senior Vice President and
 
Chief Financial Officer

Date: May 5, 2016