UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~April~~July 4, 2021


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

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 organization)

(I.R.S. Employer Identification 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)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 Par Value	MTOR	New York Stock Exchange

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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Registration S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

~~72,582,057~~70,143,303 shares of Common Stock, $1.00 par value, of Meritor, Inc. were outstanding on ~~May~~August 3, 2021.

INDEX


			Page No.
PART I.	FINANCIAL INFORMATION:

	Item 1.	Financial Statements:

		Condensed Consolidated Statement of Operations - - Three and ~~Six~~Nine Months Ended ~~March~~ ~~31, 202~~1 June 30, 2021 and 2020	3

		Condensed Consolidated Statement Of Comprehensive Income - - Three an ~~d Six~~ and Nine Months Ended ~~March~~ ~~31, 202~~1 June 30, 2021 and 2020	4

		Condensed Consolidated Balance Sheet - - ~~March~~ ~~31, 202~~1 June 30, 2021 and September 30, 2020	5

		Condensed Consolidated Statement of Cash Flows - - ~~Six~~ Nine Months Ended ~~March~~ ~~31, 202~~1 June 30, 2021 and 2020	6

		Condensed Consolidated Statement of Equity - - Three an ~~d Six~~ and Nine Months Ended ~~March~~ ~~31, 202~~1 June 30, 2021 and 2020	7

		Notes to Condensed Consolidated Financial Statements	9

	Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	29

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

	Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION:

	Item 1.	Legal Proceedings	49

	Item 1A.	Risk Factors	49

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49

	Item 5.	Other Information	50

	Item 6.	Exhibits	51

Signatures			52

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,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2021		2020		2021		2020
		(Unaudited)									(Unaudited)
Sales	Sales	$	983	$	871	$	1,872	$	1,772	Sales	$	1,016	$	514	$	2,888	$	2,286
Cost of sales	Cost of sales	(835)		(757)		(1,609)		(1,531)		Cost of sales	(884)		(486)		(2,493)		(2,017)
GROSS PROFIT	GROSS PROFIT	148		114		263		241		GROSS PROFIT	132		28		395		269
Selling, general and administrative	Selling, general and administrative	(69)		(59)		(134)		(129)		Selling, general and administrative	(69)		(52)		(203)		(181)

Income from WABCO distribution termination	Income from WABCO distribution termination	0		265		0		265		Income from WABCO distribution termination	0		0		0		265
Other operating expense, net	Other operating expense, net	(2)		(10)		(9)		(15)		Other operating expense, net	(4)		(17)		(13)		(32)
OPERATING INCOME		77		310		120		362
OPERATING INCOME (LOSS)										OPERATING INCOME (LOSS)	59		(41)		179		321
Other income, net	Other income, net	23		14		37		24		Other income, net	12		12		49		36
Equity in earnings of affiliates	Equity in earnings of affiliates	5		6		16		12		Equity in earnings of affiliates	8		(1)		24		11
Interest expense, net	Interest expense, net	(17)		(16)		(45)		(30)		Interest expense, net	(20)		(17)		(65)		(47)
INCOME BEFORE INCOME TAXES		88		314		128		368
Provision for income taxes		(22)		(73)		(29)		(86)
INCOME FROM CONTINUING OPERATIONS		66		241		99		282
INCOME (LOSS) BEFORE INCOME TAXES										INCOME (LOSS) BEFORE INCOME TAXES	59		(47)		187		321
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(14)		13		(43)		(73)
INCOME (LOSS) FROM CONTINUING OPERATIONS										INCOME (LOSS) FROM CONTINUING OPERATIONS	45		(34)		144		248
INCOME FROM DISCONTINUED OPERATIONS, net of tax	INCOME FROM DISCONTINUED OPERATIONS, net of tax	0		1		0		1		INCOME FROM DISCONTINUED OPERATIONS, net of tax	0		0		0		1
NET INCOME		66		242		99		283
NET INCOME (LOSS)										NET INCOME (LOSS)	45		(34)		144		249
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(3)		(1)		(4)		(3)		Less: Net income attributable to noncontrolling interests	(3)		(2)		(7)		(5)
NET INCOME ATTRIBUTABLE TO MERITOR, INC.		$	63	$	241	$	95	$	280
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
Net income from continuing operations		$	63	$	240	$	95	$	279
NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.										NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.	$	42	$	(36)	$	137	$	244
NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.										NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.
Net income (loss) from continuing operations										Net income (loss) from continuing operations	$	42	$	(36)	$	137	$	243
Income from discontinued operations	Income from discontinued operations	0		1		0		1		Income from discontinued operations	0		0		0		1
Net income		$	63	$	241	$	95	$	280
BASIC EARNINGS PER SHARE
Net income (loss)										Net income (loss)	$	42	$	(36)	$	137	$	244
BASIC EARNINGS (LOSS) PER SHARE										BASIC EARNINGS (LOSS) PER SHARE
Continuing operations	Continuing operations	$	0.87	$	3.27	$	1.31	$	3.68	Continuing operations	$	0.58	$	(0.50)	$	1.90	$	3.26
Discontinued operations	Discontinued operations	0		0.01		0		0.01		Discontinued operations	0		0		0		0.01
Basic earnings per share		$	0.87	$	3.28	$	1.31	$	3.69
DILUTED EARNINGS PER SHARE
Basic earnings (loss) per share										Basic earnings (loss) per share	$	0.58	$	(0.50)	$	1.90	$	3.27
DILUTED EARNINGS (LOSS) PER SHARE										DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations	Continuing operations	$	0.86	$	3.19	$	1.30	$	3.58	Continuing operations	$	0.58	$	(0.50)	$	1.87	$	3.19
Discontinued operations	Discontinued operations	0		0.01		0		0.01		Discontinued operations	0		0		0		0.01
Diluted earnings per share		$	0.86	$	3.20	$	1.30	$	3.59
Diluted earnings (loss) per share										Diluted earnings (loss) per share	$	0.58	$	(0.50)	$	1.87	$	3.20

Basic average common shares outstanding	Basic average common shares outstanding	72.4		73.4		72.3		75.8		Basic average common shares outstanding	72.0		72.1		72.2		74.6
Diluted average common shares outstanding	Diluted average common shares outstanding	73.4		75.3		73.3		78.0		Diluted average common shares outstanding	72.8		72.1		73.2		76.3

See Notes to Condensed Consolidated Financial Statements.

MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020		2021		2020			2021		2020		2021		2020
		(Unaudited)									(Unaudited)
Net income		$	66	$	242	$	99	$	283
Net income (loss)										Net income (loss)	$	45	$	(34)	$	144	$	249
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments:	Foreign currency translation adjustments:									Foreign currency translation adjustments:
Attributable to Meritor, Inc.	Attributable to Meritor, Inc.	(22)		(56)		33		(35)		Attributable to Meritor, Inc.	15		10		48		(25)
Attributable to noncontrolling interests	Attributable to noncontrolling interests	(1)		0		0		0		Attributable to noncontrolling interests	0		(2)		0		(2)

Pension and other postretirement benefit related adjustments	Pension and other postretirement benefit related adjustments	2		2		5		5		Pension and other postretirement benefit related adjustments	3		3		8		8
Unrealized gain (loss) on cash flow hedges	Unrealized gain (loss) on cash flow hedges	0		(5)		1		(3)		Unrealized gain (loss) on cash flow hedges	0		0		1		(3)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(21)		(59)		39		(33)		Other comprehensive income (loss), net of tax	18		11		57		(22)
Total comprehensive income		45		183		138		250
Total comprehensive income (loss)										Total comprehensive income (loss)	63		(23)		201		227
Less: Comprehensive income attributable to noncontrolling interests	Less: Comprehensive income attributable to noncontrolling interests	(2)		(1)		(4)		(3)		Less: Comprehensive income attributable to noncontrolling interests	(3)		0		(7)		(3)
Comprehensive income attributable to Meritor, Inc.		$	43	$	182	$	134	$	247
Comprehensive income (loss) attributable to Meritor, Inc.										Comprehensive income (loss) attributable to Meritor, Inc.	$	60	$	(23)	$	194	$	224

See Notes to Condensed Consolidated Financial Statements.

MERITOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions)


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	321	$	315	Cash and cash equivalents	$	138	$	315

Receivables, trade and other, net	Receivables, trade and other, net	604		479		Receivables, trade and other, net	635		479
Inventories	Inventories	510		435		Inventories	563		435
Other current assets	Other current assets	72		54		Other current assets	61		54
TOTAL CURRENT ASSETS	TOTAL CURRENT ASSETS	1,507		1,283		TOTAL CURRENT ASSETS	1,397		1,283
NET PROPERTY	NET PROPERTY	502		515		NET PROPERTY	506		515
GOODWILL	GOODWILL	510		501		GOODWILL	510		501
OTHER ASSETS	OTHER ASSETS	621		585		OTHER ASSETS	632		585
TOTAL ASSETS	TOTAL ASSETS	$	3,140	$	2,884	TOTAL ASSETS	$	3,045	$	2,884
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Short-term debt	Short-term debt	$	17	$	39	Short-term debt	$	19	$	39
Accounts and notes payable	Accounts and notes payable	593		423		Accounts and notes payable	633		423
Other current liabilities	Other current liabilities	279		264		Other current liabilities	288		264
TOTAL CURRENT LIABILITIES	TOTAL CURRENT LIABILITIES	889		726		TOTAL CURRENT LIABILITIES	940		726
LONG-TERM DEBT	LONG-TERM DEBT	1,186		1,188		LONG-TERM DEBT	1,011		1,188
RETIREMENT BENEFITS	RETIREMENT BENEFITS	176		196		RETIREMENT BENEFITS	166		196
OTHER LIABILITIES	OTHER LIABILITIES	276		279		OTHER LIABILITIES	273		279
TOTAL LIABILITIES	TOTAL LIABILITIES	2,527		2,389		TOTAL LIABILITIES	2,390		2,389
COMMITMENTS AND CONTINGENCIES (See Note 16)	COMMITMENTS AND CONTINGENCIES (See Note 16)	0		0		COMMITMENTS AND CONTINGENCIES (See Note 16)	0		0

EQUITY:	EQUITY:					EQUITY:
Common stock (March 31, 2021 and September 30, 2020, 104.0 and 103.7 shares issued and 72.6 and 72.3 shares outstanding, respectively)		106		105
Common stock (June 30, 2021 and September 30, 2020, 104.0 and 103.7 shares issued and 71.6 and 72.3 shares outstanding, respectively)						Common stock (June 30, 2021 and September 30, 2020, 104.0 and 103.7 shares issued and 71.6 and 72.3 shares outstanding, respectively)	106		105
Additional paid-in capital	Additional paid-in capital	788		808		Additional paid-in capital	792		808
Retained earnings	Retained earnings	831		736		Retained earnings	873		736
Treasury stock, at cost (March 31, 2021 and September 30, 2020, 31.4 and 31.4 shares, respectively)		(573)		(573)
Treasury stock, at cost (June 30, 2021 and September 30, 2020, 32.4 and 31.4 shares, respectively)						Treasury stock, at cost (June 30, 2021 and September 30, 2020, 32.4 and 31.4 shares, respectively)	(598)		(573)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(575)		(614)		Accumulated other comprehensive loss	(557)		(614)
Total equity attributable to Meritor, Inc.	Total equity attributable to Meritor, Inc.	577		462		Total equity attributable to Meritor, Inc.	616		462
Noncontrolling interests	Noncontrolling interests	36		33		Noncontrolling interests	39		33
TOTAL EQUITY	TOTAL EQUITY	613		495		TOTAL EQUITY	655		495
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	3,140	$	2,884	TOTAL LIABILITIES AND EQUITY	$	3,045	$	2,884

See Notes to Condensed Consolidated Financial Statements.

MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

Six Months Ended March 31,
2021 2020
(Unaudited)
OPERATING ACTIVITIES
Net income $ 99 $ 283
Less: Income from discontinued operations, net of tax 0 1
Income from continuing operations 99 282
Adjustments to income from continuing operations to arrive at cash provided by operating activities:
Depreciation and amortization 52 50
Deferred income tax expense (benefit) 2 (4)
Restructuring costs 8 15
Stock compensation expense 10 1
Equity in earnings of affiliates (16) (12)
Pension and retiree medical income (26) (21)
Loss on debt extinguishment 8 0
Dividends received from equity method investments 2 0
Pension and retiree medical contributions (6) (7)
Restructuring payments (8) (15)
Changes in off-balance sheet accounts receivable securitization and factoring programs 35 20
Changes in receivables, inventories and accounts payable (63) (8)
Changes in other current assets and liabilities 5 (49)
Changes in other assets and liabilities 5 38
Operating cash flows provided by continuing operations 107 290
Operating cash flows used for discontinued operations 0 0
CASH PROVIDED BY OPERATING ACTIVITIES 107 290
INVESTING ACTIVITIES
Capital expenditures (26) (33)
Cash paid for acquisition of Transportation Power, Inc., net of cash acquired 0 (13)
Other investing activities (3) 9
CASH USED FOR INVESTING ACTIVITIES (29) (37)
FINANCING ACTIVITIES
Securitization 0 96
Borrowings against revolving line of credit 0 304
Proceeds from debt issuance 275 0
Redemption of notes (281) 0
Redemption of convertible notes (53) 0
Debt issuance costs (5) 0
Term loan payments (7) (4)
Other financing activities (1) (1)
Net change in debt (72) 395
Repurchase of common stock 0 (241)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (72) 154
EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE
RATES ON CASH AND CASH EQUIVALENTS
0 (7)
CHANGE IN CASH AND CASH EQUIVALENTS 6 400
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 315 108
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 321 $ 508


	Nine Months Ended June 30,
	2021		2020
	(Unaudited)
OPERATING ACTIVITIES
Net income	$	144	$	249
Less: Income from discontinued operations, net of tax	0		1
Income from continuing operations	144		248
Adjustments to income from continuing operations to arrive at cash provided by operating activities:
Depreciation and amortization	78		74
Deferred income tax expense (benefit)	1		(4)
Restructuring costs	9		27
Stock compensation expense	14		3
Equity in earnings of affiliates	(24)		(11)
Pension and retiree medical income	(39)		(31)
Loss on debt extinguishment	11		0

Dividends received from equity method investments	7		8
Pension and retiree medical contributions	(8)		(11)
Restructuring payments	(11)		(21)


Changes in off-balance sheet accounts receivable securitization and factoring programs	35		(104)
Changes in receivables, inventories and accounts payable	(103)		11
Changes in other current assets and liabilities	26		(26)
Changes in other assets and liabilities	6		25
Operating cash flows provided by continuing operations	146		188
Operating cash flows used for discontinued operations	0		0
CASH PROVIDED BY OPERATING ACTIVITIES	146		188
INVESTING ACTIVITIES
Capital expenditures	(47)		(45)





Cash paid for acquisition of Transportation Power, Inc., net of cash acquired	0		(13)
Other investing activities	(3)		9



CASH USED FOR INVESTING ACTIVITIES	(50)		(49)
FINANCING ACTIVITIES
Securitization	0		(8)
Borrowings against revolving line of credit	0		304
Repayments of revolving line of credit	0		(304)

Redemption of notes	(458)		0
Proceeds from debt issuances	275		300
Repurchase of convertible notes	(53)		0
Debt issuance costs	(5)		(4)
Term loan payments	(9)		(6)
Other financing activities	(1)		(1)
Net change in debt	(251)		281
Repurchase of common stock	(25)		(241)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	(276)		40
EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	3		(7)
CHANGE IN CASH AND CASH EQUIVALENTS	(177)		172
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	315		108
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	138	$	280

See Notes to Condensed Consolidated Financial Statements.

MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions)

(Unaudited)

Three months ended March 31, 2021
Common
Stock Additional
Paid-in
Capital Retained Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Total Equity Attributable to
Meritor, Inc. Noncontrolling
Interests Total
Beginning Balance at December 31, 2020 $ 106 $ 784 $ 768 $ (573) $ (555) $ 530 $ 35 $ 565
Comprehensive income (loss) — — 63 — (20) 43 2 45
Equity based compensation expense — 4 — — — 4 — 4
Noncontrolling interest dividends — — — — — — (1) (1)
Ending Balance at March 31, 2021 $ 106 $ 788 $ 831 $ (573) $ (575) $ 577 $ 36 $ 613
Three months ended March 31, 2020
Common
Stock Additional
Paid-in
Capital Retained Earnings Treasury Stock Accumulated
Other
Comprehensive
Loss Total Equity Attributable to
Meritor, Inc. Noncontrolling
Interests Total
Beginning Balance at December 31, 2019 $ 105 $ 804 $ 530 $ (432) $ (655) $ 352 $ 32 $ 384
Comprehensive income (loss) — — 241 — (59) 182 1 183
Equity based compensation expense — (2) — — — (2) — (2)
Repurchase of common stock — — — (141) — (141) — (141)
Noncontrolling interest dividend — — — — — — (1) (1)
Other equity adjustments — 1 — — — 1 — 1
Ending Balance at March 31, 2020 $ 105 $ 803 $ 771 $ (573) $ (714) $ 392 $ 32 $ 424


	Three months ended June 30, 2021
	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total
Beginning Balance at March 31, 2021	$	106	$	788	$	831	$	(573)	$	(575)	$	577	$	36	$	613
Comprehensive income	—		—		42		—		18		60		3		63
Equity based compensation expense	—		4		—				—		4		—		4
Repurchase of Common Stock	—		—		—		(25)		—		(25)		—		(25)





Ending Balance at June 30, 2021	$	106	$	792	$	873	$	(598)	$	(557)	$	616	$	39	$	655

	Three months ended June 30, 2020
	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total
Beginning Balance at March 31, 2020	$	105	$	803	$	771	$	(573)	$	(714)	$	392	$	32	$	424
Comprehensive income (loss)	—		—		(36)		—		13		(23)		—		(23)



Equity based compensation expense	—		2		—		—		—		2		—		2






Ending Balance at June 30, 2020	$	105	$	805	$	735	$	(573)	$	(701)	$	371	$	32	$	403

See Notes to Condensed Consolidated Financial Statements.

MERITOR, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions)

(Unaudited)


		Six months ended March 31, 2021																	Nine months ended June 30, 2021
		Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total			Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total
Beginning Balance at September 30, 2020	Beginning Balance at September 30, 2020	$	105	$	808	$	736	$	(573)	$	(614)	$	462	$	33	$	495	Beginning Balance at September 30, 2020	$	105	$	808	$	736	$	(573)	$	(614)	$	462	$	33	$	495
Comprehensive income	Comprehensive income	—		—		95		—		39		134		4		138		Comprehensive income	—		—		137		—		57		194		7		201
Equity based compensation expense	Equity based compensation expense	—		10		—		—		—		10		—		10		Equity based compensation expense	—		14		—		—		—		14		—		14
Vesting of equity based awards	Vesting of equity based awards	1		(1)		—		—		—		—		—		0		Vesting of equity based awards	1		(1)		—		—		—		—		—		0

Repurchase of common stock																		Repurchase of common stock	—		—		—		(25)		—		(25)		—		(25)
Repurchase of convertible notes	Repurchase of convertible notes	—		(30)		—		—		—		(30)		—		(30)		Repurchase of convertible notes	—		(30)		—		—		—		(30)		—		(30)
Noncontrolling interest dividend	Noncontrolling interest dividend	—		—		—		—		—		—		(1)		(1)		Noncontrolling interest dividend	—		—		—		—		—		—		(1)		(1)
Other equity adjustments	Other equity adjustments	—		1		—		—		—		1		—		1		Other equity adjustments	—		1		—		—		—		1		—		1
Ending Balance at March 31, 2021		$	106	$	788	$	831	$	(573)	$	(575)	$	577	$	36	$	613
Ending Balance at June 30, 2021																		Ending Balance at June 30, 2021	$	106	$	792	$	873	$	(598)	$	(557)	$	616	$	39	$	655

		Six Months Ended March 31, 2020																	Nine Months Ended June 30, 2020
		Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total			Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Equity Attributable to Meritor, Inc.		Noncontrolling Interests		Total
Beginning Balance at September 30, 2019	Beginning Balance at September 30, 2019	$	104	$	803	$	491	$	(332)	$	(681)	$	385	$	30	$	415	Beginning Balance at September 30, 2019	$	104	$	803	$	491	$	(332)	$	(681)	$	385	$	30	$	415
Comprehensive income (loss)	Comprehensive income (loss)	—		—		280		—		(33)		247		3		250		Comprehensive income (loss)	—		—		244		—		(20)		224		3		227

Equity based compensation expense	Equity based compensation expense	—		1		—		—		—		1		—		1		Equity based compensation expense	—		3		—		—		—		3		—		3
Vesting of equity based awards	Vesting of equity based awards	1		(1)		—		—		—		—		—		0		Vesting of equity based awards	1		(1)		—		—		—		—		—		0

Repurchase of common stock	Repurchase of common stock	—		—		—		(241)		—		(241)		—		(241)		Repurchase of common stock	—		—		—		(241)		—		(241)		—		(241)
Noncontrolling interest dividend	Noncontrolling interest dividend	—		—		—		—		—		—		(1)		(1)		Noncontrolling interest dividend	—		—		—		—		—		—		(1)		(1)

Ending Balance at March 31, 2020		$	105	$	803	$	771	$	(573)	$	(714)	$	392	$	32	$	424
Ending Balance at June 30, 2020																		Ending Balance at June 30, 2020	$	105	$	805	$	735	$	(573)	$	(701)	$	371	$	32	$	403

See Notes to Condensed Consolidated Financial Statements.

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 products, 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.

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 company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The Condensed Consolidated Balance Sheet data as of September 30, 2020 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~~nine months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results for the full year.

The company’s fiscal year ends on the Sunday nearest September 30, and its fiscal quarters generally end on the Sundays nearest December 31, March 31 and June 30. The ~~second~~third quarter of fiscal years 2021 and 2020 ended on ~~April~~July 4, 2021 and ~~March 29,~~June 28, 2020, respectively. Fiscal year 2020 ended on September 27, 2020. 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~~June 30 are used consistently throughout this report to represent the fiscal year end and ~~second~~third fiscal quarter end, respectively.

COVID-19 Pandemic Update

In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. ~~The~~While the COVID-19 pandemic adversely affected ~~the company's~~our financial performance ~~in the second, third and fourth quarters~~throughout most of fiscal year 2020 and ~~could have an impact on~~ the ~~second half~~beginning of fiscal year ~~2021. In response to~~2021, the ~~COVID-19 pandemic, government health officials at times recommended and mandated precautions to mitigate the spread~~direct adverse impacts of the ~~virus, including shelter-in-place orders, prohibitions~~pandemic on ~~public gatherings~~our operations and ~~other similar measures. The company has been operating as an essential business in~~financial performance started to dissipate over the ~~U.S.~~course of the third fiscal quarter. All of ~~the company's~~our facilities ~~were~~have been fully operational atsince the end of fiscal year 2020 and ~~during the first two quarters of fiscal year 2021. Most of the company’s~~our salaried employees are ~~primarily working remotely until further notice. There is uncertainty around~~returning to work in person, in each case under enhanced safety guidelines. Although we are optimistic that the ~~duration and breadth~~worst of the ~~COVID-19~~ pandemic ~~as well as~~is behind us, the ~~impact it will~~progression of the pandemic, and its direct and indirect impacts on our markets, operations and financial performance, have been unpredictable. As a result of this continued uncertainty, there may still be impacts on ~~the company's~~our industry, operations, workforce, supply ~~chain~~chains, distribution systems and demand for ~~its products. As a result,~~our products in the ~~ultimate impact on the company's business, financial condition and operating results~~future which cannot be reasonably estimated at this time.

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,		Three Months Ended June 30,			Nine Months Ended June 30,
		2021	2020	2021	2020			2021	2020	2021	2020
Basic average common shares outstanding	Basic average common shares outstanding	72.4	73.4	72.3	75.8		Basic average common shares outstanding	72.0	72.1	72.2	74.6
Impact of restricted shares, restricted share units and performance share units	Impact of restricted shares, restricted share units and performance share units	1.0	1.1	1.0	1.3		Impact of restricted shares, restricted share units and performance share units	0.8	0	1.0	0.9

Impact of convertible notes	Impact of convertible notes	0	0.8	0	0.9		Impact of convertible notes	0	0	0	0.8
Diluted average common shares outstanding(1)	Diluted average common shares outstanding(1)	73.4	75.3	73.3	78.0		Diluted average common shares outstanding(1)	72.8	72.1	73.2	76.3

(1) The potential effect of 0.6 million restricted shares and performance share units and 0.7 million shares issuable upon conversion of our convertibles notes are excluded from the diluted earnings per share calculation for the three months ended June 30, 2020 because inclusion in such a period would reduce the loss per share from continuing operations attributable to common shareholders.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In November 2020, the Board of Directors approved a grant of 0.3 million performance share units to all executives eligible to participate in the long-term incentive plan. Each performance share unit represents the right to receive 1 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 $26.98, which was the company’s share price on the grant date of December 1, 2020. The Board of Directors also approved a grant of 0.3 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 $26.98, which was the company's share price on the grant date of December 1, 2020.

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, 2020 to September 30, 2023, measured at the end of the performance period. The number of performance share units that vest will depend on adjusted EBITDA margin and adjusted diluted earnings per share from continuing operations (which, solely for purposes of our long-term incentive plan, includes an adjustment for the value of deferred tax assets in jurisdictions with net operating loss carry forwards or tax credits) which are each weighted at 50%. The number of performance share units that vest will be between 0% and 200% of the grant date amount of 0.3 million performance share units.

On December 1, 2020, in response to retention and attrition concerns resulting from the COVID-19 pandemic’s impact on the company’s incentive compensation plans, and to continue to incentivize executive performance in a difficult and uncertain environment, the Compensation Committee of the Board of Directors adjusted the threshold level of the performance metrics required to be achieved for payout for the fiscal 2019-2021 performance cycle. The target and maximum levels were not modified. The impact of this adjustment did not have a material impact on the company's Condensed Consolidated Financial Statements.

3. New Accounting Standards

Accounting standards implemented during fiscal year 2021

On October 1, 2020, the company implemented Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including accounts receivable. The ASU also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The guidance had an impact on the company's accounting policies and procedures related to calculation of allowance for doubtful accounts receivable but did not have a material impact on its Condensed Consolidated Financial Statements.

On October 1, 2020, the company implemented ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU add, modify, and eliminate certain disclosure requirements on fair value measurements in Topic 820. The guidance did not have a material impact on the company's Condensed Consolidated Financial ~~Statements~~Statements.

Accounting standards to be implemented

Implementation of the following standards may result in a significant change in practice and/or have a significant financial impact on the company.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of debt and equity, including convertible instruments and contracts on an entity’s own equity. ASC 470-20 outlines five models to allocate the proceeds attributable to the issuance of a convertible debt instrument. This ASU removes from U.S. GAAP the separation models for convertible debt with a cash conversion feature (CCF) and convertible debt with a beneficial conversion feature (BCF). As a result of adopting this ASU, entities are not required to separately present in equity an embedded conversion feature in such debt. Instead, they should account for a convertible debt instrument wholly as debt. Applying the separation models in ASC 470-20 to convertible instruments with a CCF or BCF involves the recognition of a debt discount, which is amortized to interest expense. The elimination of CCF and BCF models will reduce reported interest expense and increase reported net income for convertible instruments issued within the scope of those models before the adoption of ASU 2020-06. The amendments in this ASU are required to be adopted by public business entities in fiscal years

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but not earlier than for a fiscal year beginning after December 15, 2020, including interim periods within those fiscal years. Entities are permitted to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The company is currently evaluating the potential impact of this guidance on its accounting policies and its Condensed Consolidated Financial Statements.

4. Revenue

Disaggregation of revenue

In the following tables, revenue is disaggregated for each of our operating segments by primary geographical market for the three and nine months ended ~~March 31,~~June 30, 2021 and 2020 (in millions).


		Three Months Ended March 31, 2021							Three Months Ended June 30, 2021
Primary Geographical Market	Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total		Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total
U.S.	U.S.	$	337	$	177	$	514	U.S.	$	365	$	183	$	548
Canada	Canada	0		14		14		Canada	0		16		16
Mexico	Mexico	44		5		49		Mexico	49		6		55
Total North America	Total North America	381		196		577		Total North America	414		205		619
Sweden	Sweden	74		0		74		Sweden	65		0		65
Italy	Italy	58		5		63		Italy	61		4		65
United Kingdom	United Kingdom	36		3		39		United Kingdom	37		3		40
Other Europe	Other Europe	3		35		38		Other Europe	3		39		42
Total Europe	Total Europe	171		43		214		Total Europe	166		46		212
Brazil	Brazil	81		1		82		Brazil	82		1		83
China	China	34		1		35		China	41		0		41
India	India	50		0		50		India	30		0		30
Other Asia-Pacific	Other Asia-Pacific	25		0		25		Other Asia-Pacific	31		0		31
Total sales	Total sales	$	742	$	241	$	983	Total sales	$	764	$	252	$	1,016


		Three Months Ended March 31, 2020 (1)							Three Months Ended June 30, 2020
Primary Geographical Market	Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total		Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total
U.S.	U.S.	$	307	$	211	$	518	U.S.	$	147	$	149	$	296
Canada	Canada	0		15		15		Canada	0		12		12
Mexico	Mexico	39		5		44		Mexico	17		3		20
Total North America	Total North America	346		231		577		Total North America	164		164		328
Sweden	Sweden	63		0		63		Sweden	28		0		28
Italy	Italy	46		3		49		Italy	25		3		28
United Kingdom	United Kingdom	30		3		33		United Kingdom	15		1		16
Other Europe	Other Europe	1		36		37		Other Europe	2		29		31
Total Europe	Total Europe	140		42		182		Total Europe	70		33		103
Brazil	Brazil	50		0		50		Brazil	21		1		22
China	China	26		0		26		China	41		1		42
India	India	22		0		22		India	5		0		5
Other Asia-Pacific	Other Asia-Pacific	14		0		14		Other Asia-Pacific	14		0		14
Total sales	Total sales	$	598	$	273	$	871	Total sales	$	315	$	199	$	514

~~(1)~~ ~~Amounts for the three months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


		Six Months Ended March 31, 2021							Nine Months Ended June 30, 2021
Primary Geographical Market	Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total		Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total
U.S.	U.S.	$	647	$	347	$	994	U.S.	$	1,012	$	530	$	1,542
Canada	Canada	0		26		26		Canada	0		42		42
Mexico	Mexico	80		10		90		Mexico	129		16		145
Total North America	Total North America	727		383		1,110		Total North America	1,141		588		1,729
Sweden	Sweden	151		0		151		Sweden	216		0		216
Italy	Italy	111		10		121		Italy	172		14		186
United Kingdom	United Kingdom	77		5		82		United Kingdom	114		8		122
Other Europe	Other Europe	5		70		75		Other Europe	8		109		117
Total Europe	Total Europe	344		85		429		Total Europe	510		131		641
Brazil	Brazil	137		1		138		Brazil	219		2		221
China	China	64		1		65		China	105		1		106
India	India	83		0		83		India	113		0		113
Other Asia-Pacific	Other Asia-Pacific	47		0		47		Other Asia-Pacific	78		0		78
Total sales	Total sales	$	1,402	$	470	$	1,872	Total sales	$	2,166	$	722	$	2,888


		Six Months Ended March 31, 2020 (1)							Nine Months Ended June 30, 2020
Primary Geographical Market	Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total		Primary Geographical Market	Commercial Truck		Aftermarket & Industrial		Total
U.S.	U.S.	$	635	$	417	$	1,052	U.S.	$	782	$	566	$	1,348
Canada	Canada	0		29		29		Canada	0		41		41
Mexico	Mexico	78		10		88		Mexico	95		13		108
Total North America	Total North America	713		456		1,169		Total North America	877		620		1,497
Sweden	Sweden	125		0		125		Sweden	153		0		153
Italy	Italy	91		7		98		Italy	116		10		126
United Kingdom	United Kingdom	63		5		68		United Kingdom	78		6		84
Other Europe	Other Europe	2		73		75		Other Europe	4		102		106
Total Europe	Total Europe	281		85		366		Total Europe	351		118		469
Brazil	Brazil	103		1		104		Brazil	124		2		126
China	China	60		0		60		China	101		1		102
India	India	44		1		45		India	49		1		50
Other Asia-Pacific	Other Asia-Pacific	28		0		28		Other Asia-Pacific	42		0		42
Total sales	Total sales	$	1,229	$	543	$	1,772	Total sales	$	1,544	$	742	$	2,286

~~(1)~~ ~~Amounts for the six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

As of ~~March 31,~~June 30, 2021 and September 30, 2020, Trade receivables, net, which are included in Receivables, trade and other, net, on the Condensed Consolidated Balance Sheet, were ~~$553~~$575 million and $421 million, respectively.

For the three and ~~six~~nine months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020, the company had no material bad-debt expense. There were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheet as of ~~March 31,~~June 30, 2021 and September 30, 2020.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Restructuring Costs

Restructuring reserves, primarily related to unpaid employee termination benefits, were $7$5 million at ~~March 31,~~June 30, 2021 and $10 million at September 30, 2020. Restructuring costs are recorded within Other operating expense, net within the Condensed Consolidated Statement of Operations. The changes in restructuring reserves for the ~~six~~nine months ended ~~ended March 31,~~June 30, 2021 and 2020 are as follows (in millions):


		Employee Termination Benefits		Plant Shutdown & Other		Total			Employee Termination Benefits		Plant Shutdown & Other		Total
Balance at September 30, 2020	Balance at September 30, 2020	$	10	$	0	$	10	Balance at September 30, 2020	$	10	$	0	$	10
Activity during the period:	Activity during the period:							Activity during the period:
Charges	Charges	6		2		8		Charges	6		3		9

Cash payments	Cash payments	(8)		0		(8)		Cash payments	(11)		0		(11)

Other	Other	(1)		(2)		(3)		Other	0		(3)		(3)
Total restructuring reserves at March 31, 2021		7		0		7
Total restructuring reserves at June 30, 2021								Total restructuring reserves at June 30, 2021	5		0		5
Less: non-current restructuring reserves	Less: non-current restructuring reserves	0		0		0		Less: non-current restructuring reserves	(1)		0		(1)
Restructuring reserves – current, at March 31, 2021		$	7	$	0	$	7
Restructuring reserves – current, at June 30, 2021								Restructuring reserves – current, at June 30, 2021	$	4	$	0	$	4

Balance at September 30, 2019	Balance at September 30, 2019	$	8	$	0	$	8	Balance at September 30, 2019	$	8	$	0	$	8
Activity during the period:	Activity during the period:							Activity during the period:
Charges	Charges	15		0		15		Charges	27		0		27

Cash payments	Cash payments	(15)		0		(15)		Cash payments	(21)		0		(21)
Other		(1)		0		(1)
Total restructuring reserves at March 31, 2020		7		0		7

Total restructuring reserves at June 30, 2020								Total restructuring reserves at June 30, 2020	14		0		14
Less: non-current restructuring reserves	Less: non-current restructuring reserves	0		0		0		Less: non-current restructuring reserves	0		0		0
Restructuring reserves – current, at March 31, 2020		$	7	$	0	$	7
Restructuring reserves – current, at June 30, 2020								Restructuring reserves – current, at June 30, 2020	$	14	$	0	$	14

Global Restructuring Programs Fiscal Year 2021: On November 11, 2020, the company approved a restructuring plan to close 3 U.S. manufacturing plants and 1 European administration office in its Aftermarket & Industrial segment and consolidate their operations into existing facilities. The site closures include:

• Chicago, Illinois

• Livermore, California

• Livonia, Michigan

• Zurich, Switzerland

The closures impact approximately 150 hourly and salaried workers. These restructuring plans are intended to optimize the company’s manufacturing footprint, reduce costs and increase efficiencies. With this restructuring plan, the company expects to incur up to ~~$19~~$17 million in restructuring charges in the Aftermarket & Industrial segment, consisting of an impact on long-lived assets of $9 million, severance related costs of $5 million and other associated costs of $5$3 million. During the first ~~six~~nine months of fiscal year 2021, the company incurred $6$7 million in restructuring costs related to this plan. Restructuring actions associated with this plan are expected to be substantially complete by the end of 2021.

Global Restructuring Program Fiscal Year 2020: On June 2, 2020, the company approved and began executing a restructuring plan to reduce labor costs and align with current market forecasts. Under this plan, the company expects to incur approximately $13 million in employee severance costs that affects approximately 8 percent of its global salaried positions, and will eliminate certain hourly roles. During fiscal year 2020, the company incurred $10 million in restructuring costs related to this plan of which $7 million was in the Commercial Truck segment and $3 million related to the Aftermarket & Industrial

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

segment. During the first ~~six~~nine months of fiscal year 2021, the company incurred $2 million in restructuring costs related to this plan in the Commercial Truck segment. Restructuring actions associated with this plan are substantially complete.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. Income Taxes

For the three months ended ~~March 31,~~June 30, 2021, and 2020 the company recognized tax expense of ~~$22~~$14 million and ~~$73~~a tax benefit of $13 million, respectively. This resulted in effective tax rates of ~~25%~~24% and ~~23%~~28%, respectively. For the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020, the company recognized tax expense of ~~$29~~$43 million and ~~$86~~$73 million, ~~respectfully.~~respectively. This resulted in an effective tax rate of 23% for both ~~periods.~~the nine months ended June 30, 2021 and 2020.

7. Accounts Receivable Factoring and Securitization

The company has a U.S. accounts receivable securitization facility with PNC Bank and participates in various accounts receivable factoring programs, primarily with Nordea Bank for trade receivables from AB Volvo, as follows:


		Current Expiration	Total Facility Size as of 3/31/21				Utilized as of 3/31/21				Utilized as of 9/30/20					Current Expiration	Total Facility Size as of 6/30/21				Utilized as of 6/30/21				Utilized as of 9/30/20
			EUR		USD		EUR		USD		EUR		USD				EUR		USD		EUR		USD		EUR		USD
On-balance sheet arrangement	On-balance sheet arrangement														On-balance sheet arrangement

Committed U.S. accounts receivable securitization (1)	Committed U.S. accounts receivable securitization (1)	March 2024	N/A		$	110	N/A		$	4	N/A		$	3	Committed U.S. accounts receivable securitization (1)	March 2024	N/A		$	110	N/A		$	3	N/A		$	3
Total on-balance sheet arrangement: (1)	Total on-balance sheet arrangement: (1)		N/A		$	110	N/A		$	4	N/A		$	3	Total on-balance sheet arrangement: (1)		N/A		$	110	N/A		$	3	N/A		$	3
Off-balance sheet arrangements	Off-balance sheet arrangements														Off-balance sheet arrangements
Committed Swedish factoring facility (2)(3)	Committed Swedish factoring facility (2)(3)	March 2024	€	155	$	183	€	89	$	105	€	86	$	100	Committed Swedish factoring facility (2)(3)	March 2024	€	155	$	184	€	80	$	95	€	86	$	100
Committed U.S. factoring facility (2)	Committed U.S. factoring facility (2)	February 2023	N/A		75		N/A		44		N/A		30		Committed U.S. factoring facility (2)	February 2023	N/A		75		N/A		48		N/A		30
Uncommitted U.K. factoring facility	Uncommitted U.K. factoring facility	February 2022	25		29		4		5		1		1		Uncommitted U.K. factoring facility	February 2022	25		30		7		8		1		1
Uncommitted Italy factoring facility	Uncommitted Italy factoring facility	June 2022	30		35		19		22		8		9		Uncommitted Italy factoring facility	June 2022	30		35		15		18		8		9
Other uncommitted factoring facilities (4)	Other uncommitted factoring facilities (4)	None	N/A		N/A		17		20		12		14		Other uncommitted factoring facilities (4)	None	N/A		N/A		24		29		12		14
Total off-balance sheet arrangements	Total off-balance sheet arrangements		€	210	$	322	€	129	$	196	€	107	$	154	Total off-balance sheet arrangements		€	210	$	324	€	126	$	198	€	107	$	154

(1) Availability subject to adequate eligible accounts receivable available for sale. The utilized amount includes $4$3 million of letters of credit as of ~~March 31,~~June 30, 2021 and $3 million as of September 30, 2020.

(2) Actual amounts may exceed the bank's commitment at the bank's discretion.

(3) The facility is backed by a 364-day liquidity commitment from Nordea Bank which extends through June 22, ~~2021.~~2022.

(4) There is no explicit facility size under the agreement, but the counterparty approves the purchase of receivable tranches at its discretion.

Off-balance sheet arrangements

~~On March 31, 2021, the U.S. accounts receivable securitization facility with PNC bank was increased from $95 million to $110 million.~~ Total costs associated with all of the off-balance sheet arrangements described above were $1 million for each of the three months ended ~~March 31,~~June 30, 2021 and 2020. Total costs associated with all of the off-balance sheet arrangements described above were $2$3 million for each of the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020, and are included in selling, general and administrative expenses in the Condensed Consolidated Statement of Operations.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

8. 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,
2021 September 30,
2020
Finished goods $ 139 $ 119
Work in process 49 38
Raw materials, parts and supplies 322 278
Total $ 510 $ 435

~~9. Net Property~~

~~Net property is summarized as follows (in millions):~~

March 31,
2021 September 30,
2020
Property at cost:
Land and land improvements $ 33 $ 32
Buildings 238 228
Machinery and equipment 1,045 1,002
Company-owned tooling 158 151
Construction in progress 38 63
Total 1,512 1,476
Less: accumulated depreciation (1,010) (961)
Net property $ 502 $ 515

~~10. Other Assets~~

~~Other assets are summarized as follows (in millions):~~

March 31,
2021 September 30,
2020
Prepaid pension costs $ 206 $ 179
Deferred income tax assets 30 30
Investments in non-consolidated joint ventures 119 107
Other 266 269
Other assets $ 621 $ 585

During the second quarter of fiscal year 2021, the company recognized a $22 million pre-tax loss recovery, net of legal expenses, on the overpayment of value added taxes ("VAT") in Brazil. Of the amount recognized, $15 million was recognized in Sales consistent with the company’s VAT policy, $10 million in Other income, net and $3 million as expense in Selling, general and administrative. $19 million was recorded in Other current assets and $6 million recorded in Other assets as VAT credits to offset future income tax liabilities. $3 million was recorded in Current liabilities associated with legal expenses.


	June 30, 2021		September 30, 2020
Finished goods	$	138	$	119
Work in process	50		38
Raw materials, parts and supplies	375		278
Total	$	563	$	435

1514

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Net Property

Net property is summarized as follows (in millions):


	June 30, 2021		September 30, 2020
Property at cost:
Land and land improvements	$	33	$	32
Buildings	241		228
Machinery and equipment	1,057		1,002
Company-owned tooling	162		151
Construction in progress	45		63
Total	1,538		1,476
Less: accumulated depreciation	(1,032)		(961)
Net property	$	506	$	515

10. Other Assets

Other assets are summarized as follows (in millions):


	June 30, 2021		September 30, 2020
Prepaid pension costs	$	213	$	179
Deferred income tax assets	31		30
Investments in non-consolidated joint ventures	124		107





Other	264		269
Other assets	$	632	$	585

11. Other Current Liabilities

Other current liabilities are summarized as follows (in millions):


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
Compensation and benefits	Compensation and benefits	$	103	$	91	Compensation and benefits	$	121	$	91

Product warranties	Product warranties	19		19		Product warranties	18		19

Other	Other	157		154		Other	149		154
Other current liabilities	Other current liabilities	$	279	$	264	Other current liabilities	$	288	$	264

Compensation and benefits includes the current portion of pension and retiree medical liability, accrued incentive compensation, salary and wages and accrued vacation, holiday and sick leave pay.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the changes in product warranties is as follows (in millions):


		Six Months Ended March 31,					Nine Months Ended June 30,
		2021		2020			2021		2020
Total product warranties – beginning of period	Total product warranties – beginning of period	$	54	$	50	Total product warranties – beginning of period	$	54	$	50
Accruals for product warranties	Accruals for product warranties	12		7		Accruals for product warranties	15		11
Payments	Payments	(10)		(10)		Payments	(11)		(14)
Change in estimates and other	Change in estimates and other	(2)		(2)		Change in estimates and other	(7)		(3)
Total product warranties – end of period	Total product warranties – end of period	54		45		Total product warranties – end of period	51		44
Less: non-current product warranties	Less: non-current product warranties	(35)		(29)		Less: non-current product warranties	(33)		(29)
Product warranties – current	Product warranties – current	$	19	$	16	Product warranties – current	$	18	$	15

12. Other Liabilities

Other liabilities are summarized as follows (in millions):


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
Asbestos-related liabilities (see Note 16)	Asbestos-related liabilities (see Note 16)	$	64	$	67	Asbestos-related liabilities (see Note 16)	$	62	$	67

Liabilities for uncertain tax positions	Liabilities for uncertain tax positions	80		73		Liabilities for uncertain tax positions	79		73
Product warranties (see Note 11)	Product warranties (see Note 11)	35		35		Product warranties (see Note 11)	33		35

Other	Other	97		104		Other	99		104
Other liabilities	Other liabilities	$	276	$	279	Other liabilities	$	273	$	279

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

13. Long-Term Debt

Long-Term debt, net of discounts where applicable, is summarized as follows (in millions):


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
3.25 percent convertible notes due 2037	3.25 percent convertible notes due 2037	$	321	$	320	3.25 percent convertible notes due 2037	$	321	$	320
7.875 percent convertible notes due 2026	7.875 percent convertible notes due 2026	0		23		7.875 percent convertible notes due 2026	0		23
4.50 percent notes due 2028	4.50 percent notes due 2028	270		0		4.50 percent notes due 2028	270		0
6.25 percent notes due 2025	6.25 percent notes due 2025	296		295		6.25 percent notes due 2025	296		295
6.25 percent notes due 2024	6.25 percent notes due 2024	174		446		6.25 percent notes due 2024	0		446
Term loan due 2024	Term loan due 2024	159		166		Term loan due 2024	157		166
Finance lease obligation	Finance lease obligation	10		6		Finance lease obligation	11		6

Unamortized discount on convertible notes	Unamortized discount on convertible notes	(27)		(29)		Unamortized discount on convertible notes	(25)		(29)
Subtotal	Subtotal	1,203		1,227		Subtotal	1,030		1,227
Less: current maturities		(17)		(39)
Less: short-term debt						Less: short-term debt	(19)		(39)
Long-term debt	Long-term debt	$	1,186	$	1,188	Long-term debt	$	1,011	$	1,188

~~Repurchase~~

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Redemption of 7.875 Percent Convertible Notes

On October 16, 2020, the company issued a notice of redemption for all of the $23 million aggregate principal amount outstanding of its 7.875 percent senior convertible notes due 2026 (the "7.875 Percent Convertible Notes"). As a result of the issuance of the notice of redemption, the 7.875 Percent Convertible Notes were convertible at any time prior to the close of business on November 30, 2020 at a rate of 83.3333 shares of common stock per $1,000 original principal amount of the 7.875 Percent Convertible Notes. All remaining outstanding 7.875 Percent Convertible Notes were surrendered in November 2020 for conversion and were settled in cash up to the accreted principal amount of the 7.875 Percent Convertible Notes and also settled in cash for the remainder of the conversion obligation in excess of the accreted principal amount, in accordance with the provisions of the indenture that governed the 7.875 Percent Convertible Notes. The conversion of the 7.875 Percent Convertible Notes was settled for $53 million, of which $23 million represented principal repayment and $30 million represented the payment of conversion in excess of the accreted principal. There was 0 loss on extinguishment. As of December 31, 2020, the 7.875 Percent Convertible Notes were fully redeemed. The 7.875 Percent Convertible Notes were classified as current as of September 30, 2020.

~~Repurchase~~Redemption of 6.25 Percent Notes due 2024

On December 16, 2020, the company redeemed $275 million of the outstanding $450 million aggregate principal amount of its 6.25 ~~percent notes~~Percent Notes due 2024 (the "6.25 Percent Notes due 2024") for an aggregate purchase price of $287 million (including accrued interest of $6 million). The redemption price was equal to 102.083% of the principal amount of the 6.25 Percent Notes due 2024 redeemed, plus accrued and unpaid interest thereon up to but excluding the redemption date of December 16, 2020. This redemption was accounted for as an extinguishment of debt, and accordingly the company recognized a loss on debt extinguishment of $8 million. The loss on extinguishment is recorded in the Condensed Consolidated Statement of Operations within Interest expense, net. ~~As of March 31,~~

On June 3, 2021, the company redeemed the remaining $175 million principal amount of the 6.25 Percent Notes due 2024 ~~remained outstanding.~~

~~On May 4, 2021 the company issued a notice of redemption for the remaining $175 million principal amount outstanding of the 6.25 Percent Notes due 2024~~ for an ~~expected~~ aggregate purchase price of $180 million (including ~~expected~~ accrued interest of $3 million). The redemption price ~~will be~~was equal to 101.042% of the principal amount of the 6.25 Percent Notes due 2024, ~~to be redeemed,~~ plus accrued and unpaid interest ~~if any,~~ thereon up to but excluding the redemption date ~~which is expected to be~~of June 3, 2021. The redemption was accounted for as an extinguishment of debt, and accordingly the company recognized a loss on debt extinguishment of $3 million. The loss on extinguishment is recorded in the Condensed Consolidated Statement of Operations within Interest expense, net.

4.50 Percent Notes ~~due 2028~~

On December 1, 2020, the company completed the offering and sale of $275 million aggregate principal amount of its 4.50% notes due 2028 (the "4.50 Percent Notes"), including related guarantees by the subsidiaries of the company who from time to time guarantee the company’s senior secured revolving credit facility as it may be amended, extended, replaced or refinanced, or any subsequent credit facility, to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions outside the United States in

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

reliance on Regulation S under the Securities Act in a private placement exempt from the registration requirements of the Securities Act.

The net proceeds to the company from the sale of the 4.50 Percent Notes after deducting estimated offering expenses payable by the company were approximately $270 million. The company used the net proceeds from the offering, together with cash on hand, to redeem $275 million of the outstanding $450 million aggregate principal amount of its 6.25 Percent Notes due 2024, as described above.

The 4.50 Percent Notes will mature on December 15, 2028 and bear interest at a fixed rate of 4.500% per annum. The company will pay interest on the 4.50 Percent Notes from December 1, 2020 semi-annually, in arrears, on June 15 and December 15 of each year, beginning June 15, 2021. The 4.50 Percent 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 its existing and future secured indebtedness to the extent of the security therefor.

The 4.50 Percent Notes provide that, prior to December 15, 2023, the company may redeem, at its option, from time to time, the 4.50 Percent Notes, in whole or in part, at a redemption price equal to the sum of (i) 100% of the principal amount of the 4.50 Percent Notes to be redeemed, plus (ii) the applicable premium as of the redemption date on the 4.50 Percent Notes to be redeemed, plus (iii) accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) on the 4.50 Percent Notes to be redeemed.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 4.50 Percent Notes provide that, on or after December 15, 2023, the company may redeem, at its option, from time to time, the 4.50 Percent Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the 4.50 Percent Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) on the 4.50 Percent Notes to be redeemed, if redeemed during the 12-month period beginning on December 15 of the years indicated below:


Year	Redemption Price
2023	102.250	%
2024	101.125	%
2025 and thereafter	100.000	%

The 4.50 Percent Notes also provide that, prior to December 15, 2023, the company may redeem, at its option, from time to time, up to 35% of the aggregate principal amount of the 4.50 Percent Notes with the net cash proceeds of one or more public sales of the company’s common stock at a redemption price equal to 104.500% of the principal amount of the 4.50 Percent Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date) on the 4.50 Percent Notes to be redeemed so long as at least 65% of the aggregate principal amount of the 4.50 Percent Notes remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of any such sale of common stock.

If a change of control (as defined in the ninth supplemental indenture under which the 4.50 Percent Notes were issued) occurs, unless the company has exercised its right to redeem the 4.50 Percent Notes, each holder of the 4.50 Percent Notes may require the company to repurchase some or all of such holder’s 4.50 Percent Notes at a purchase price equal to 101% of the principal amount of the 4.50 Percent Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date (subject to the right of holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the repurchase date) on the 4.50 Percent Notes to be repurchased.

Revolving Credit Facility

On November 9, 2020, the company's senior secured revolving credit facility was increased by $60 million to $685 million through the addition of a new lender.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The availability under the senior secured revolving credit facility is subject to a financial covenant based on the ratio of the company’s priority debt (consisting principally of amounts outstanding under the revolving credit facility, the U.S. accounts receivable securitization and factoring programs, and third-party non-working capital foreign debt) to EBITDA. The company is required to maintain a total priority-debt-to-EBITDA ratio, as defined in the credit agreement, of 2.25 to 1.00 or less as of the last day of each fiscal quarter throughout the term of the agreement. Availability under the senior secured revolving credit facility was constrained to ~~$276~~$499 million on the last day of the ~~second~~third quarter of fiscal year 2021 due primarily to lower EBITDA in the ~~third and~~ fourth ~~quarters~~quarter of fiscal year 2020, which ~~were~~was impacted by the COVID-19 pandemic. The company has full availability until the next measurement point at the end of the ~~third~~fourth quarter of fiscal year 2021.

At ~~March 31,~~June 30, 2021 and September 30, 2020, there were 0 borrowings outstanding under the senior secured revolving credit facility. The senior secured revolving credit facility includes $100 million of availability for the issuance of letters of credit. At ~~March 31,~~June 30, 2021 and September 30, 2020, there were 0 letters of credit outstanding under the senior secured revolving credit facility.

Debt Securities

In November 2020, the company filed a shelf registration statement with the SEC registering an indeterminate 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 November 2020 shelf registration statement superseded and replaced the company's shelf registration statement filed in December 2017.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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,~~June 30, 2021 and September 30, 2020, the company had ~~$22~~$25 million and $16 million, respectively, outstanding under this program at more than one bank.

14. Financial Instruments

Fair values of financial instruments are summarized as follows (in millions):

March 31, 2021 September 30, 2020
Carrying
Value Fair
Value Carrying
Value Fair
Value
Cash and cash equivalents $ 321 $ 321 $ 315 $ 315
Short-term debt 17 16 39 58
Long-term debt 1,186 1,307 1,188 1,259
Foreign currency option contracts (other assets) 0 0 1 1
Foreign exchange forward contracts (other assets) 2 2 0 0
Foreign exchange forward contracts (other liabilities) 0 0 1 1

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	June 30, 2021				September 30, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and cash equivalents	$	138	$	138	$	315	$	315
Short-term debt	19		19		39		58

Long-term debt	1,011		1,099		1,188		1,259
Foreign currency option contracts (other assets)	0		0		1		1
Foreign exchange forward contracts (other assets)	1		1		0		0
Foreign exchange forward contracts (other liabilities)	0		0		1		1

The following table reflects the offsetting of derivative assets and liabilities (in millions):


		March 31, 2021						September 30, 2020							June 30, 2021						September 30, 2020
		Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Reported		Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Reported			Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Reported		Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Reported
Derivative Assets	Derivative Assets													Derivative Assets
Foreign currency option contracts	Foreign currency option contracts	$	0	$	0	$	0	$	1	$	0	$	1	Foreign currency option contracts	$	0	$	0	$	0	$	1	$	0	$	1
Foreign exchange forward contracts	Foreign exchange forward contracts	2		0		2		0		0		0		Foreign exchange forward contracts	1		0		1		0		0		0

Derivative Liabilities	Derivative Liabilities													Derivative Liabilities
Foreign exchange forward contracts	Foreign exchange forward contracts	0		0		0		1		—		1		Foreign exchange forward contracts	0		0		0		1		0		1

Fair Value

FASB guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical instruments (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

•Level 1 inputs use quoted prices in active markets for identical instruments.

•Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar instruments in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related instrument.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest priority level input that is significant to the valuation. The

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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,~~June 30, 2021 is as follows (in millions):


		Level 1		Level 2		Level 3			Level 1		Level 2		Level 3
Cash and cash equivalents	Cash and cash equivalents	$	321	$	0	$	0	Cash and cash equivalents	$	138	$	0	$	0
Short-term debt	Short-term debt	0		0		16		Short-term debt	0		0		19

Long-term debt	Long-term debt	0		1,154		153		Long-term debt	0		949		150
Foreign exchange forward contracts (other assets)	Foreign exchange forward contracts (other assets)	0		2		0		Foreign exchange forward contracts (other assets)	0		1		0
Foreign exchange forward contracts (other liabilities)		0		0		0

Fair value of financial instruments by the valuation hierarchy at September 30, 2020 is as follows (in millions):


	Level 1		Level 2		Level 3
Cash and cash equivalents	$	315	$	0	$	0
Short-term debt	0		43		15
Long-term debt	0		1,103		156

Foreign exchange forward contracts (other liabilities)	0		1		0
Foreign currency option contracts (other assets)	0		1		0

No transfers of assets between any of the Levels occurred during the three and ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.

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 varying terms that extend through fiscal year 2025 to hedge its exposure to changes in foreign currency exchange rates. As of ~~March 31,~~June 30, 2021 and September 30, 2020, the notional amount of the company's foreign exchange contracts outstanding under its foreign currency cash flow hedging program was ~~$71~~$93 million and $65 million, respectively. 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 cash flow hedges, changes in the fair value of the contracts is recorded in Accumulated Other Comprehensive Income (Loss) in the statement of shareholders’ 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 exchange exposure on expected future foreign currency-denominated purchases. As of ~~March 31,~~June 30, 2021 and September 30, 2020, the notional amount of the company's foreign exchange contracts outstanding was ~~$25~~$24 million and $39 million, respectively. 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 Condensed Consolidated Statement of Operations.

The company uses option contracts to mitigate the risk of volatility in the translation of foreign currency earnings to U.S. dollars. As of ~~March 31,~~June 30, 2021 and September 30, 2020, the notional amount of the company's option contracts outstanding was ~~$10~~$2 million and $24 million, respectively. These option contracts did not qualify for a hedge accounting election. Changes in fair value associated with these contracts are recorded in the Condensed Consolidated Statement of Operations in other income, net.

The fair value of foreign currency option contracts is based on third-party proprietary models, which incorporate inputs at varying unobservable weights of quoted spot rates, market volatility, forward rates and time utilizing market instruments with similar quality and maturity characteristics.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Cross-currency swap contracts — The company has utilized cross-currency swap contracts to hedge a portion of its net investment in a foreign subsidiary against volatility in foreign exchange rates. These derivative instruments are designated and qualify as hedges of net investments in foreign operations using the spot method to assess effectiveness. Changes in fair values of the instruments are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss) in the Condensed Consolidated Statement of Comprehensive Income (Loss), to offset the changes in the values of the net investments being hedged.

In the third quarter of fiscal year 2019, the company entered into multiple cross-currency swaps with a combined notional amount of $225 million and maturities in October 2022. These swaps hedged a portion of the net investment in a certain European subsidiary against volatility in the euro/U.S. dollar foreign exchange rate. In the second quarter of fiscal year 2020, the company settled these cross-currency swap contracts and received proceeds of $11 million, $1 million of which related to net accrued interest receivable.

The fair value of cross-currency swap 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.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

15. Retirement Benefit Liabilities

Retirement benefit liabilities consisted of the following (in millions):


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
Retiree medical liability	Retiree medical liability	$	51	$	52	Retiree medical liability	$	50	$	52
Pension liability	Pension liability	120		139		Pension liability	111		139
Other	Other	17		17		Other	17		17
Subtotal	Subtotal	188		208		Subtotal	178		208
Less: current portion (included in compensation and benefits, Note 11)	Less: current portion (included in compensation and benefits, Note 11)	(12)		(12)		Less: current portion (included in compensation and benefits, Note 11)	(12)		(12)
Retirement benefits	Retirement benefits	$	176	$	196	Retirement benefits	$	166	$	196

The components of net periodic pension and retiree medical income included in continuing operations for the three months ended ~~March 31~~June 30 are as follows (in millions):


		2021				2020					2021				2020
		Pension		Retiree Medical		Pension		Retiree Medical			Pension		Retiree Medical		Pension		Retiree Medical

Interest cost	Interest cost	$	(8)	$	(1)	$	(10)	$	(1)	Interest cost	$	(9)	$	0	$	(10)	$	0
Assumed return on plan assets	Assumed return on plan assets	24		0		24		0		Assumed return on plan assets	25		0		23		0
Amortization of prior service benefit	Amortization of prior service benefit	0		9		0		9		Amortization of prior service benefit	0		9		0		9
Recognized actuarial loss	Recognized actuarial loss	(8)		(3)		(8)		(3)		Recognized actuarial loss	(8)		(4)		(8)		(4)

Total income	Total income	$	8	$	5	$	6	$	5	Total income	$	8	$	5	$	5	$	5

The components of net periodic pension and retiree medical income included in continuing operations for the ~~six~~nine months ended ~~March 31~~June 30 are as follows (in millions):


		2021				2020					2021				2020
		Pension		Retiree Medical		Pension		Retiree Medical			Pension		Retiree Medical		Pension		Retiree Medical

Interest cost	Interest cost	$	(17)	$	(1)	$	(21)	$	(1)	Interest cost	$	(26)	$	(1)	$	(31)	$	(1)
Assumed return on plan assets	Assumed return on plan assets	48		0		48		0		Assumed return on plan assets	73		0		71		0
Amortization of prior service benefit	Amortization of prior service benefit	0		18		0		18		Amortization of prior service benefit	0		27		0		27
Recognized actuarial loss	Recognized actuarial loss	(16)		(6)		(16)		(7)		Recognized actuarial loss	(24)		(10)		(24)		(11)

Total income	Total income	$	15	$	11	$	11	$	10	Total income	$	23	$	16	$	16	$	15

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the three months ended ~~March 31,~~June 30, 2021 and 2020, the non-service cost components of the net periodic pension and Other Post-Employment Benefits ("OPEB") income were $13 million and ~~$11~~$10 million, respectively, and are presented in Other income, net. For the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020, the non-service cost components of the net periodic pension and OPEB income were ~~$26~~$39 million and ~~$21~~$31 million, respectively, and are presented in Other income, net.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

16. Contingencies

Environmental

Federal, state and local requirements relating to the discharge of substances into the environment, the disposal of hazardous wastes and other activities affecting the environment have, and will continue to have, an impact on the operations of the company. The process of estimating environmental liabilities is complex and dependent upon evolving physical and scientific data at the sites, uncertainties as to remedies and technologies to be used and the outcome of discussions with regulatory agencies. The company records liabilities for environmental issues in the accounting period in which they are considered to be probable and the cost can be reasonably estimated. At environmental sites in which more than one potentially responsible party has been identified, the company records a liability for its allocable share of costs related to its involvement with the site, as well as an allocable share of costs related to insolvent parties or unidentified shares. At environmental sites in which Meritor is the only potentially responsible party, the company records a liability for the total probable and estimable costs of remediation before consideration of recovery from insurers or other third parties.

The company has been designated as a potentially responsible party at 10 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. Superfund is a United States federal government program designed to fund the cleanup of sites contaminated with hazardous substances and pollutants. Management estimates the total reasonably possible costs the company could incur for the remediation of the 10 Superfund sites at ~~March 31,~~June 30, 2021 to be approximately ~~$22~~$22 million,, of which ~~$10~~$9 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,~~June 30, 2021 to be approximately ~~$13~~$10 million,, of which $4$4 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 to 1.50 percent and is approximately ~~$13~~$12 million at ~~March 31,~~June 30, 2021. The undiscounted estimate of these costs is approximately ~~$14 million~~.$13 million.

The following are the components of the Superfund and non-Superfund environmental reserves (in millions):


		Superfund Sites		Non-Superfund Sites		Total			Superfund Sites		Non-Superfund Sites		Total
Beginning Balance at September 30, 2020	Beginning Balance at September 30, 2020	$	11	$	5	$	16	Beginning Balance at September 30, 2020	$	11	$	5	$	16
Payments and other	Payments and other	(2)		(1)		(3)		Payments and other	(2)		(1)		(3)
Accruals	Accruals	1		0		1		Accruals	0		0		0
Ending Balance at March 31, 2021		$	10	$	4	$	14
Ending Balance at June 30, 2021								Ending Balance at June 30, 2021	$	9	$	4	$	13

Environmental reserves are included in Other Current Liabilities (see Note 11) and Other Liabilities (see Note 12) in the Condensed Consolidated Balance Sheet.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Asbestos

Rockwell International Corporation ("Rockwell") — ArvinMeritor, Inc. ("AM"), a predecessor of Meritor, along with many other companies, has 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. There were approximately 600 and 1,200 pending active asbestos claims in lawsuits that name AM, together with many other companies, as defendants as of ~~March 31,~~June 30, 2021 and September 30, ~~2020.~~2020, respectively. In March 2021, AM entered into a tolling agreement with an asbestos plaintiff's law firm. Under the terms of this agreement, AM agreed to toll the statute of limitations from expiring on asbestos claims in exchange for the plaintiff's law firm agreeing not to raise a claim until there is product identification linking AM. The ~~plaintiff~~plaintiff's law firm also agreed to dismiss pending active claims for which product identification was not yet determined. ~~The dismissal~~There were approximately 600 claims dismissed as a result of ~~these claims is expected to occur~~this tolling agreement in the third fiscal quarter of fiscal year 2021. According to the terms of the tolling agreement, if the plaintiff's law firm subsequently links AM's product to the plaintiff, they will refile a claim against AM.

A significant portion of the claims do not identify any Rockwell products or specify which of the claimants, if any, were exposed to asbestos attributable to Rockwell products, and past experience has shown that the vast majority of the claimants will likely never identify any of Rockwell 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 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.

Pending and Future Claims: The company engaged a third-party advisor with extensive experience in assessing asbestos-related liabilities to conduct a study to estimate its potential undiscounted liability for pending and future asbestos-related claims as of September 30, 2020. Management continuously monitors the underlying claims data and experience for the purpose of assessing the appropriateness of the assumptions used to estimate the liability.

As of September 30, 2020, the best estimate of the company's obligation for asbestos-related claims over the next 38 years was $78 million. The company recognized a liability for pending and future claims over the next 38 years of ~~$75~~$73 million as of ~~March 31,~~June 30, 2021. 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.

Recoveries: AM has insurance coverage that management believes covers indemnity and defense costs, over and above self-insurance retentions, for a significant portion of these claims. The company recognizes insurance recoveries when the claim for recovery is deemed probable and to the extent an insurable loss has been recognized in the financial statements. The company’s determination is based on analysis of the underlying insurance policies, historical experience with insurers, ongoing review of the solvency of insurers, and consideration of any insurance settlements The insurance receivables for Rockwell asbestos-related liabilities totaled ~~$59~~$58 million and $62 million as of ~~March 31,~~June 30, 2021 and September 30, 2020, respectively.

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 Rockwell could change significantly from its past experience, due, for example, to changes in the mix of claims filed against Rockwell in terms of plaintiffs’ law firm, jurisdiction and disease; legislative or regulatory developments; the company’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

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

insurance companies. 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 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. However, the amount of reasonably possible and estimable losses in excess of the recorded asbestos-related liabilities was determined to be immaterial.

Indemnification

The company has provided indemnities in conjunction with certain transactions, primarily divestitures. These indemnities address a variety of matters, which may include environmental, tax, asbestos, labor and employment-related matters, and the periods of indemnification vary in duration.

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The company is not aware of any claims or other information that would give rise to material payments under such indemnification obligations.

Other

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.

17. Shareholders' Equity

There were 0 dividends declared or paid in the first, second or ~~second~~third quarter of fiscal years 2021 and 2020. The payment of cash dividends and the amount of any dividend are subject to review and change at the discretion of the company's Board of Directors.

Common Stock and Debt Repurchase Authorizations

On July 28, 2021, the Board of Directors authorized the repurchase of up to $250 million of the company's common stock. Repurchases can be made from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants.

On November 7, 2019, the Board of Directors authorized the repurchase of up to $325 million of the company's common stock, which was an increase from the prior $250 million authorization approved on July 26, 2019. Repurchases can be made from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants. As of the end of fiscal year 2020, the company had repurchased 11.8 million shares of common stock for $266 million (including commission costs) pursuant to this authorization. There were 0 repurchases in the first or second quarter of fiscal year 2021. During the third quarter of fiscal year 2021, the company repurchased 1 million shares of common stock for $25 million (including commission costs) pursuant to this authorization. As of ~~March 31,~~June 30, 2021, the amount remaining available for repurchases under this common stock repurchase authorization was $5934 million. ~~On March 25, 2020, the company suspended activity under its share repurchase program as a result of uncertainties~~The remaining $34 million, an additional approximately 1.5 million shares, was repurchased in ~~the global economy due to the COVID-19 pandemic.~~July 2021.

On November 2, 2018, the Board of Directors authorized the repurchase of up to $200 million of the company's common stock and up to $100 million aggregate principal amount of any of the company's debt securities (including convertible debt securities), in each case from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company's debt covenants. The remaining authority under the common stock repurchase authorization was superseded by the July 2019 authorization described above. As of ~~March 31,~~June 30, 2021 and September 30, 2020, the amount remaining available for repurchase under this debt repurchase authorization was $76 million.

In November 2020, we filed a shelf registration statement with the Securities and Exchange Commission ("SEC"), registering an indeterminate 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.

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 the three months ended ~~March 31,~~June 30, 2021 and 2020 are as follows (in millions):

Foreign Currency Translation Employee Benefit Related Adjustments Unrealized Income (Loss) on cash flow hedges Total
Balance at December 31, 2020 $ (74) $ (480) $ (1) $ (555)
Other comprehensive income before reclassification (22) 0 0 (22)
Amounts reclassified from accumulated other comprehensive loss 0 2 0 2
Net current-period other comprehensive income (22) 2 0 (20)
Balance at March 31, 2021 $ (96) $ (478) $ (1) $ (575)

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total
Balance at March 31, 2021	$	(96)	$	(478)	$	(1)	$	(575)
Other comprehensive income before reclassification	15		0		0		15
Amounts reclassified from accumulated other comprehensive loss	0		3		0		3
Net current-period other comprehensive income	15		3		0		18
Balance at June 30, 2021	$	(81)	$	(475)	$	(1)	$	(557)

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

Prior service benefit

(9)

(a)

Actuarial losses

1112

(a)

Total before tax

Tax benefit

Total reclassifications for the period

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 15 for additional details), which is recorded in other income (expense), net.


		Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total			Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total
Balance at December 31, 2019		$	(86)	$	(569)	$	0	$	(655)
Balance at March 31, 2020										Balance at March 31, 2020	$	(142)	$	(567)	$	(5)	$	(714)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(56)		0		(3)		(59)		Other comprehensive income before reclassification	10		0		0		10
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	0		2		(2)		0		Amounts reclassified from accumulated other comprehensive loss	0		3		0		3
Net current-period other comprehensive income	Net current-period other comprehensive income	(56)		2		(5)		(59)		Net current-period other comprehensive income	10		3		0		13
Balance at March 31, 2020		$	(142)	$	(567)	$	(5)	$	(714)
Balance at June 30, 2020										Balance at June 30, 2020	$	(132)	$	(564)	$	(5)	$	(701)

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

Prior service benefit

(9)

(b)

Actuarial losses

1112

(b)

Total before tax

Tax benefit

Total reclassifications for the period

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 15 for additional details), which is recorded in other income (expense), net.

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of AOCL and the changes in AOCL by components, net of tax, for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 are as follows (in millions):

Foreign Currency Translation Employee Benefit Related Adjustments Unrealized Income (Loss) on cash flow hedges Total
Balance at September 30, 2020 $ (129) $ (483) $ (2) $ (614)
Other comprehensive income before reclassification 33 1 1 35
Amounts reclassified from accumulated other comprehensive loss 0 4 0 4
Net current-period other comprehensive income 33 5 1 39
Balance at March 31, 2021 $ (96) $ (478) $ (1) $ (575)

~~MERITOR, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total
Balance at September 30, 2020	$	(129)	$	(483)	$	(2)	$	(614)
Other comprehensive income before reclassification	48		1		1		50
Amounts reclassified from accumulated other comprehensive loss	0		7		0		7
Net current-period other comprehensive income	48		8		1		57
Balance at June 30, 2021	$	(81)	$	(475)	$	(1)	$	(557)

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

Prior service benefit

~~(18)~~(27)

(a)

Actuarial losses

2234

(a)

Total before tax

Tax benefit

Total reclassifications for the period

Net of tax


		Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total			Foreign Currency Translation		Employee Benefit Related Adjustments		Unrealized Income (Loss) on cash flow hedges		Total
Balance at September 30, 2019	Balance at September 30, 2019	$	(107)	$	(572)	$	(2)	$	(681)	Balance at September 30, 2019	$	(107)	$	(572)	$	(2)	$	(681)
Other comprehensive income before reclassification	Other comprehensive income before reclassification	(35)		0		(3)		(38)		Other comprehensive income before reclassification	(25)		0		(3)		(28)
Amounts reclassified from accumulated other comprehensive loss	Amounts reclassified from accumulated other comprehensive loss	0		5		0		5		Amounts reclassified from accumulated other comprehensive loss	0		8		0		8
Net current-period other comprehensive income	Net current-period other comprehensive income	(35)		5		(3)		(33)		Net current-period other comprehensive income	(25)		8		(3)		(20)
Balance at March 31, 2020		$	(142)	$	(567)	$	(5)	$	(714)
Balance at June 30, 2020										Balance at June 30, 2020	$	(132)	$	(564)	$	(5)	$	(701)

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

Prior service benefit

~~(18)~~(27)

(b)

Actuarial losses

2335

(b)

Total before tax

Tax benefit

Total reclassifications for the period

Net of tax

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. Business Segment Information

Segment information is summarized as follows (in millions):


		Commercial Truck		Aftermarket & Industrial		Eliminations		Total			Commercial Truck		Aftermarket & Industrial		Eliminations		Total
Three Months Ended March 31, 2021
Three Months Ended June 30, 2021										Three Months Ended June 30, 2021
External Sales	External Sales	$	742	$	241	$	—	$	983	External Sales	$	764	$	252	$	—	$	1,016
Intersegment Sales	Intersegment Sales	35		6		(41)		—		Intersegment Sales	36		6		(42)		—
Total Sales	Total Sales	$	777	$	247	$	(41)	$	983	Total Sales	$	800	$	258	$	(42)	$	1,016
Three Months Ended March 31, 2020 (1)
Three Months Ended June 30, 2020										Three Months Ended June 30, 2020
External Sales	External Sales	$	598	$	273	$	—	$	871	External Sales	$	315	$	199	$	—	$	514
Intersegment Sales	Intersegment Sales	33		4		(37)		—		Intersegment Sales	21		4		(25)		—
Total Sales	Total Sales	$	631	$	277	$	(37)	$	871	Total Sales	$	336	$	203	$	(25)	$	514


	Commercial Truck		Aftermarket & Industrial		Eliminations		Total
Nine Months Ended June 30, 2021
External Sales	$	2,166	$	722	$	—	$	2,888
Intersegment Sales	102		17		(119)		—
Total Sales	$	2,268	$	739	$	(119)	$	2,888
Nine Months Ended June 30, 2020
External Sales	$	1,544	$	742	$	—	$	2,286
Intersegment Sales	86		13		(99)		—
Total Sales	$	1,630	$	755	$	(99)	$	2,286

MERITOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Commercial Truck Aftermarket & Industrial Eliminations Total
Six Months Ended March 31, 2021
External Sales $ 1,402 $ 470 $ — $ 1,872
Intersegment Sales 66 11 (77) —
Total Sales $ 1,468 $ 481 $ (77) $ 1,872
Six Months Ended March 31, 2020 (1)
External Sales $ 1,229 $ 543 $ — $ 1,772
Intersegment Sales 65 9 (74) —
Total Sales $ 1,294 $ 552 $ (74) $ 1,772

~~(1)~~ ~~Amounts for the three and six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020 (2)		2021		2020 (2)			2021		2020		2021		2020
Segment adjusted EBITDA:	Segment adjusted EBITDA:									Segment adjusted EBITDA:
Commercial Truck	Commercial Truck	$	73	$	58	$	136	$	115	Commercial Truck	$	69	$	(23)	$	205	$	92
Aftermarket & Industrial	Aftermarket & Industrial	34		46		69		85		Aftermarket & Industrial	36		31		105		116
Segment adjusted EBITDA	Segment adjusted EBITDA	107		104		205		200		Segment adjusted EBITDA	105		8		310		208
Unallocated legacy and corporate expense, net (1)		4		3		8		5
Unallocated legacy and corporate income (expense), net (1)										Unallocated legacy and corporate income (expense), net (1)	2		(1)		10		4

Interest expense, net	Interest expense, net	(17)		(16)		(45)		(30)		Interest expense, net	(20)		(17)		(65)		(47)
Provision for income taxes		(22)		(73)		(29)		(86)
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(14)		13		(43)		(73)
Depreciation and amortization	Depreciation and amortization	(25)		(26)		(52)		(50)		Depreciation and amortization	(26)		(24)		(78)		(74)
Noncontrolling interests	Noncontrolling interests	(3)		(1)		(4)		(3)		Noncontrolling interests	(3)		(2)		(7)		(5)
Loss on sale of receivables	Loss on sale of receivables	(1)		(1)		(2)		(2)		Loss on sale of receivables	(1)		(1)		(3)		(3)

Restructuring	Restructuring	(2)		(10)		(8)		(15)		Restructuring	(1)		(12)		(9)		(27)
Brazil VAT Credit ~~(3)~~(2)	Brazil VAT Credit ~~(3)~~(2)	22		0		22		0		Brazil VAT Credit ~~(3)~~(2)	0		0		22		0
Transaction costs	Transaction costs	0		(5)		0		(5)		Transaction costs	0		0		0		(5)
Income from WABCO distribution termination	Income from WABCO distribution termination	0		265		0		265		Income from WABCO distribution termination	0		0		0		265

Income from continuing operations attributable to Meritor, Inc.		$	63	$	240	$	95	$	279
Income (loss) from continuing operations attributable to Meritor, Inc.										Income (loss) from continuing operations attributable to Meritor, Inc.	$	42	$	(36)	$	137	$	243

(1) Unallocated legacy and corporate income (expense), net represents items that are not directly related to the company's business segments. These items 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.

(2)~~Amounts for the three and six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

~~(3)~~ Amount relates to the one-time recognition of a value added tax credit in Brazil.


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020
Segment Assets:	Segment Assets:					Segment Assets:
Commercial Truck	Commercial Truck	$	1,920	$	1,666	Commercial Truck	$	2,006	$	1,666
Aftermarket & Industrial	Aftermarket & Industrial	679		658		Aftermarket & Industrial	676		658
Total segment assets	Total segment assets	2,599		2,324		Total segment assets	2,682		2,324
Corporate (1)	Corporate (1)	737		714		Corporate (1)	561		714
Less: Accounts receivable sold under off-balance sheet factoring programs (2)	Less: Accounts receivable sold under off-balance sheet factoring programs (2)	(196)		(154)		Less: Accounts receivable sold under off-balance sheet factoring programs (2)	(198)		(154)
Total assets	Total assets	$	3,140	$	2,884	Total assets	$	3,045	$	2,884

(1) Corporate assets consist primarily of cash, deferred income taxes and prepaid pension costs.

(2) At ~~March 31,~~June 30, 2021 and September 30, 2020, segment assets include ~~$196~~$198 million and $154 million, respectively, of accounts receivable sold under off-balance sheet accounts receivable factoring programs (see Note 7). These sold receivables are included in segment assets as the CODM reviews segment assets inclusive of these balances.

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 products, 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.

COVID-19 Pandemic Update

In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. ~~The~~While the COVID-19 pandemic adversely affected our financial performance ~~in the second, third and fourth quarters~~throughout most of fiscal year 2020 and ~~could have an impact on~~ the ~~second half~~beginning of fiscal year ~~2021. In response to~~2021, the ~~COVID-19 pandemic, government health officials at times recommended and mandated precautions to mitigate the spread~~direct adverse impacts of the ~~virus, including shelter-in-place orders, prohibitions~~pandemic on ~~public gatherings~~our operations and ~~other similar measures. The company has been operating as an essential business in~~financial performance started to dissipate over the ~~U.S.~~course of the third fiscal quarter. All of our facilities ~~were~~have been fully operational atsince the end of fiscal year 2020 and ~~during the first and second quarter of fiscal year 2021. Our~~our salaried employees are ~~primarily working remotely until further notice. There is uncertainty around~~returning to work in person, in each case under enhanced safety guidelines. Although we are optimistic that the ~~duration and breadth~~worst of the ~~COVID-19~~ pandemic ~~as well as~~is behind us, the ~~impact it will have~~progression of the pandemic, and its direct and indirect impacts on our markets, operations and financial performance, have been unpredictable. As a result of this continued uncertainty, there may still be impacts on our industry, operations, workforce, supply ~~chain~~chains, distribution systems and demand for our ~~products. As a result,~~products in the ~~ultimate impact on our business, financial condition and operating results~~future which cannot be reasonably estimated at this time.

~~Employee Health and Safety~~

In fiscal year 2020, we established and executed a “Safe Start” plan for the reopening of plants, test labs, distribution centers and administrative facilities. We intend to operate under the plan's enhanced safety guidelines for the foreseeable future. To ensure consistent application and compliance with the plan's safety protocols, in fiscal year 2020 we expanded the role of our Vice President and General Auditor to include responsibilities as Chief Safety Compliance Officer.

~~Operations~~

We have complied with various shelter-in-place and similar government orders in various locations around the world, as applicable. The impact of the COVID-19 pandemic led to suspended production in most of our global commercial truck manufacturing facilities during the second and third quarters of fiscal 2020. All of our facilities were fully operational by the end of fiscal year 2020 and during the first and second quarter of fiscal year 2021.

As we serve the transportation, industrial and defense industries, we continue to support customers who are actively engaged in the COVID-19 pandemic response. As the COVID-19 situation evolves, we will continue to monitor government and other mandates to understand the potential impact on our operations.

Change in Non-GAAP Measures

Beginning in the second quarter of fiscal year 2021, we revised our presentation of two non-GAAP measures, adjusted income (loss) from continuing operations and adjusted diluted earnings (loss) per share, to better align with the SEC’s guidance. An adjustment for non-cash tax expense related to the use of deferred tax assets in jurisdictions with net operating loss carryforwards or tax credits will no longer be included in these two non-GAAP measures; however the underlying availability and the benefits of the tax attributes to offset future taxable income has not changed. For comparability, references to prior period non-GAAP measures have been updated to show the effect of omitting this adjustment from adjusted income (loss) from continuing operations and adjusted diluted earnings (loss) per share.

~~2nd~~3rd Quarter Fiscal Year 2021 Results

Our sales for the ~~second~~third quarter of fiscal year 2021 were ~~$983~~$1,016 million, compared to ~~$871~~$514 million in the same period in the prior fiscal year, an increase of 1398 percent year over year. The increase in sales was primarily driven by higher global truck production in all ~~markets, partially offset by the impact of the termination of our distribution arrangement with WABCO Holdings, Inc. ("WABCO"), which occurred late in the second quarter of fiscal year 2020.~~markets.

Net income attributable to Meritor and net income from continuing operations attributable to Meritor were each $42 million for the ~~second~~third quarter of fiscal year 2021 ~~was $63 million~~ compared to ~~$241~~a net loss of $36 million in the same period in the prior fiscal year. ~~Lower~~Higher net income year over year was driven ~~primarily~~ by ~~$203 million of after-tax~~

~~MERITOR, INC.~~

~~income associated with the termination of our distribution arrangement with WABCO during the second quarter of fiscal year 2020,~~increased sales, partially offset by higher freight, steel and electrification costs. Adjusted income from continuing operations attributable to the ~~recognition of $15 million of after-tax income related to value added tax credits in our wholly-owned Brazilian subsidiary during~~company (see Non-GAAP Financial Measures below) for the ~~second~~third quarter of fiscal year 2021 ~~and cost reduction actions executed~~was $45 million compared to a net loss of $26 million in the ~~second half of~~same period in the prior fiscal ~~year 2020.~~year.

Adjusted EBITDA (see Non-GAAP Financial Measures below) for the ~~second~~third quarter of fiscal year 2021 was ~~$111~~$107 million compared to ~~$107~~$7 million in the same period in the prior fiscal year. Our adjusted EBITDA margin (see Non-GAAP Financial Measures below) in the ~~second~~third quarter of fiscal year 2021 was ~~11.3~~10.5 percent compared to ~~12.3~~1.4 percent in the same period in the prior fiscal year. The increase in adjusted EBITDA and adjusted EBITDA margin year over year was driven primarily by higher sales ~~and cost reduction actions executed in the second half of the prior fiscal year,~~volumes, partially offset by higher ~~incentive compensation~~freight costs of $18 million, higher steel costs of $11 million and ~~freight~~higher electrification costs. ~~Adjusted EBITDA margin decreased year over year due primarily to increased incentive compensation expense.~~

Net income from continuing operations attributable to the company for the second quarter of fiscal year 2021 was $63 million compared to $240 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 2021 was $50 million compared to $48 million in the same period in the prior fiscal year, as updated~~

Cash provided by operating activities was ~~$63~~$39 million in the ~~second~~third quarter of fiscal year 2021 compared to cash ~~provided by~~used for operating activities of ~~$309~~$102 million in the ~~second~~third quarter of fiscal year 2020. The ~~decrease~~increase in operating cash flow year over year was driven primarily by ~~$265 million~~higher earnings and the impact of ~~cash received~~accounts receivable factoring as a result of higher balances available under the company's factoring programs, partially offset by an increase in ~~fiscal year 2020 from~~working capital requirements.

Capital Markets Transactions

During the ~~termination of the distribution arrangement with WABCO in the second~~third quarter of fiscal year ~~2020.~~2021, we redeemed all of the outstanding $175 million aggregate principal amount of our 6.25 Percent Notes due 2024 using cash on hand. The redemption price was equal to 101.042% of the principal amount of the 6.25% Notes due 2024 redeemed, plus accrued and unpaid interest. This redemption was accounted for as an extinguishment of debt, and we recognized a loss on debt extinguishment of $3 million. As of June 30, 2021, the 6.25% Notes due 2024 were fully redeemed.

MERITOR, INC.

Equity Repurchase Authorization

In the third quarter of fiscal year 2021, we repurchased 1 million shares of our common stock for $25 million (including commission costs) pursuant to the November 2019 equity repurchase authorization described in the Liquidity section below. Certain of these shares were repurchased under a 10b5-1 stock repurchase plan from May 21, 2021 through June 4, 2021. The amount remaining available for repurchases under that repurchase authorization was $34 million as of June 30, 2021. In July 2021, the company repurchased an additional $34 million of common stock, an additional approximately 1.5 million shares, completing the existing equity repurchase authorization.

On July 28, 2021, the Board of Directors authorized the repurchase of an additional $250 million of the company’s common stock. Repurchases could be made from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants.

Trends and Uncertainties

Industry Production Volumes

The following table reflects estimated on-highway commercial truck production volumes for selected original equipment markets for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 based on available sources and management’s estimates.


		Three Months Ended March 31,		Percent		Six Months Ended March 31,		Percent			Three Months Ended June 30,		Percent		Nine Months Ended June 30,		Percent
		2021	2020	Change		2021	2020	Change			2021	2020	Change		2021	2020	Change
Estimated Commercial Truck production (in thousands):	Estimated Commercial Truck production (in thousands):									Estimated Commercial Truck production (in thousands):
North America, Heavy-Duty Trucks	North America, Heavy-Duty Trucks	69	61	13	%	134	130	3	%	North America, Heavy-Duty Trucks	67	28	139	%	201	159	26	%
North America, Medium-Duty Trucks	North America, Medium-Duty Trucks	61	60	2	%	123	120	2	%	North America, Medium-Duty Trucks	59	37	59	%	181	157	15	%
North America, Trailers	North America, Trailers	61	57	7	%	117	136	(14)	%	North America, Trailers	66	46	43	%	182	183	(1)	%
Western Europe, Heavy- and Medium-Duty Trucks	Western Europe, Heavy- and Medium-Duty Trucks	108	98	10	%	222	204	9	%	Western Europe, Heavy- and Medium-Duty Trucks	101	53	91	%	323	257	26	%
South America, Heavy- and Medium-Duty Trucks	South America, Heavy- and Medium-Duty Trucks	33	22	50	%	66	52	27	%	South America, Heavy- and Medium-Duty Trucks	41	19	116	%	107	71	51	%
India, Heavy- and Medium-Duty Trucks	India, Heavy- and Medium-Duty Trucks	55	43	28	%	113	91	24	%	India, Heavy- and Medium-Duty Trucks	31	7	343	%	174	98	78	%

North America:

During fiscal year 2021, we expect Heavy-Duty Truck production volumes to significantly increase from the levels experienced in fiscal year 2020.

Western Europe:

During fiscal year 2021, we expect production volumes in Western Europe to increase from the levels experienced in fiscal year 2020.

South America:

During fiscal year 2021, we expect production volumes to significantly increase from the levels experienced in fiscal year 2020.

China:

During fiscal year 2021, we expect production volumes to increase from the levels experienced in fiscal year 2020.

~~MERITOR, INC.~~

India:

During fiscal year 2021, we expect production volumes to significantly increase from the levels experienced in fiscal year 2020.

MERITOR, INC.

Industry-Wide ~~Issues~~ and Other Significant Issues

Our business continues to address a number of challenging industry-wide issues, including the following:

•Uncertainty regarding the duration and severity of the COVID-19 pandemic and its effects on public health, the global economy and financial markets, as well as our industry, operations, workforce, supply chains, distribution systems and demand for our products;

•Uncertainty around the global economic outlook;

•Volatility in price and availability of steel, components, transportation costs and other commodities, including energy;

•Potential for disruptions in the financial markets and their impact on the availability and cost of credit;

•Impact of currency exchange rate volatility; and

•Consolidation and globalization of OEMs and their suppliers.

Other significant factors that could affect our results and liquidity include:

•Significant contract awards or losses of existing contracts or failure to negotiate acceptable terms in contract renewals;

•Ability to successfully execute and implement strategic initiatives, including the ability to launch a significant number of new products, potential product quality issues, and obtain new business;

•Ability to manage possible adverse effects on European markets or our European operations, or financing arrangements related thereto, following the United Kingdom's decision to exit the European Union, or in the event one or more other countries exit the European monetary union;

•Ability to further implement planned productivity, cost reduction and other margin improvement initiatives;

•Ability to work with our customers to manage rapidly changing production volumes, including in the event of production interruptions affecting us, our customers or our suppliers;

•Competitively driven price reductions to our customers or potential price increases from our suppliers;

•Additional restructuring actions and the timing and recognition of restructuring charges, including any actions associated with prolonged softness in markets in which we operate;

•Higher-than-planned warranty expenses, including the outcome of known or potential recall campaigns;

•Uncertainties of asbestos claim, environmental and other legal proceedings, the long-term solvency of our insurance carriers and the potential for higher-than-anticipated costs resulting from environmental liabilities, including those related to site remediation;

•Significant pension costs; and

•Restrictive government actions (such as restrictions on transfer of funds and trade protection measures, including import and export duties, quotas and customs duties and tariffs).

MERITOR, INC.

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 attributable to the company, adjusted diluted earnings (loss) per share from continuing operations, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA, segment adjusted EBITDA margin, free cash flow and free cash flow conversion.

Adjusted income (loss) from continuing operations attributable to the company and adjusted diluted earnings (loss) per share from continuing operations are defined as reported income (loss) from continuing operations and reported diluted earnings (loss) per share from continuing operations before restructuring expenses, asset impairment charges 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. Segment adjusted 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, asset impairment charges and other special items as determined by management. Segment adjusted EBITDA excludes unallocated legacy and corporate expense (income), net. Segment adjusted EBITDA margin is defined as segment adjusted EBITDA divided by consolidated sales from continuing operations, either in the aggregate or by segment as applicable. Free cash flow is defined as cash flows provided by (used for) operating activities less capital expenditures. Free cash flow conversion is defined as free cash flow over adjusted income from continuing operations attributable to the company. Beginning in the second quarter of fiscal year 2021, the company ~~will~~ no longer ~~include~~includes an adjustment for non-cash tax expense related to the use of deferred tax assets in jurisdictions with net operating loss carryforwards or tax credits in adjusted income (loss) from continuing operations and adjusted diluted earnings (loss) per share.

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, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA, segment adjusted EBITDA margin, adjusted income (loss) from continuing operations attributable to the company, adjusted diluted earnings (loss) per share from continuing operations and free cash flow conversion are meaningful measures of performance to investors as they are commonly utilized to analyze financial performance in our industry, perform analytical comparisons, measure value creation, benchmark performance between periods and measure our performance against externally communicated targets.

Free cash flow is used by investors and management to analyze our ability to service and repay debt and return value directly to shareholders. Free cash flow conversion is a specific financial measure of our M2022 plan used to measure the company's ability to convert earnings to free cash flow and provides useful information about our ability to achieve strategic goals.

Management uses the aforementioned non-GAAP financial measures for planning and forecasting purposes, and segment adjusted EBITDA is also used as the primary basis for the Chief Operating Decision Maker ("CODM") to evaluate the performance of each of our reportable segments.

Our Board of Directors uses adjusted EBITDA margin, free cash flow, adjusted diluted earnings (loss) per share from continuing operations and free cash flow conversion as key metrics to determine management’s performance under our performance-based compensation plans, provided that, solely for this purpose, adjusted diluted earnings (loss) from continuing operations also includes an adjustment for the use of deferred tax assets in jurisdictions with net operating loss carryforwards or tax credits.

Adjusted income (loss) from continuing operations attributable to the company, adjusted diluted earnings (loss) per share from continuing operations, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA, segment adjusted EBITDA margin and free cash flow conversion 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 or cash flow conversion calculations as an indicator of our financial performance. Free cash flow and free cash flow conversion 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.

MERITOR, INC.

Adjusted income (loss) from continuing operations attributable to the company and adjusted diluted earnings (loss) per share from continuing operations are reconciled to Income (loss) from continuing operations attributable to the company and Diluted earnings (loss) per share from continuing operations below (in millions, except per share amounts).


		Three Months Ended March 31,				Six Months Ended March 31,					Three Months Ended June 30,				Nine Months Ended June 30,
		2021		2020 (3)		2021		2020 (3)			2021		2020 (3)		2021		2020 (3)
Income from continuing operations attributable to the company		$	63	$	240	$	95	$	279
Income (loss) from continuing operations attributable to the company										Income (loss) from continuing operations attributable to the company	$	42	$	(36)	$	137	$	243
Restructuring	Restructuring	2		10		8		15		Restructuring	1		12		9		27

Loss on debt extinguishment	Loss on debt extinguishment	—		—		8		—		Loss on debt extinguishment	3		—		11		—

Income from WABCO distribution termination	Income from WABCO distribution termination	—		(265)		—		(265)		Income from WABCO distribution termination	—		—		—		(265)
Brazil VAT Credit (1)		(22)		—		(22)		—
Brazil value added tax (VAT) Credit (1)										Brazil value added tax (VAT) Credit (1)	—		—		(22)		—
Transaction costs	Transaction costs	—		5		—		5		Transaction costs	—		—		—		5
Tax effect of adjustments (2)	Tax effect of adjustments (2)	7		58		4		57		Tax effect of adjustments (2)	(1)		(2)		3		55
Adjusted income from continuing operations attributable to the company		$	50	$	48	$	93	$	91
Adjusted income (loss) from continuing operations attributable to the company										Adjusted income (loss) from continuing operations attributable to the company	$	45	$	(26)	$	138	$	65

Diluted earnings per share from continuing operations		$	0.86	$	3.19	$	1.30	$	3.58
Diluted earnings (loss) per share from continuing operations										Diluted earnings (loss) per share from continuing operations	$	0.58	$	(0.50)	$	1.87	$	3.19
Impact of adjustments on diluted earnings per share	Impact of adjustments on diluted earnings per share	(0.18)		(2.55)		(0.03)		(2.41)		Impact of adjustments on diluted earnings per share	0.04		0.14		0.02		(2.34)
Adjusted diluted earnings per share from continuing operations		$	0.68	$	0.64	$	1.27	$	1.17
Adjusted diluted earnings (loss) per share from continuing operations										Adjusted diluted earnings (loss) per share from continuing operations	$	0.62	$	(0.36)	$	1.89	$	0.85

(1) Amount relates to a pre-tax loss recovery, net of legal expenses, on the overpayment of VAT in Brazil.

(2) Amount for the three months ended ~~March 31,~~June 30, 2021 includes $7$1 million of income tax ~~expense~~benefits related to restructuring and the ~~Brazil VAT credit.~~loss on debt extinguishment. Amount for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 includes $7 million of income tax expense related to the Brazil VAT credit, $2 million of income tax benefits for the loss on debt extinguishment and $1$2 million of income tax benefits related to restructuring. ~~Amount for the~~The three months ended ~~March 31,~~June 30, 2020 includes $2 million of income tax benefits related to restructuring. The nine months ended June 30, 2020 includes $62 million of income tax expense related to the WABCO distribution arrangement termination, $3 million of income tax benefits related to restructuring and $1 million of income tax benefits related to AxleTech transaction costs. Amount for the six months ended March 31, 2020 includes $62 million of income tax expense related to the WABCO distribution arrangement termination, $4$6 million of income tax benefits related to restructuring and $1 million of income tax benefits related to AxleTech transaction costs.

(3) For comparability, amounts for the three and ~~six~~nine months ended ~~March 31,~~June 30, 2020 have been updated to show the effect of omitting the non-cash tax adjustment from the calculation of adjusted income from continuing operations attributable to the company and adjusted diluted earnings per share from continuing operations.

Free cash flow is reconciled to cash provided by operating activities below (in millions).


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended June 30,					Nine Months Ended June 30,
		2021			2020			2021			2020				2021			2020		2021			2020
Cash provided by operating activities		$	63		$	309		$	107		$	290
Cash provided by (used for) operating activities														Cash provided by (used for) operating activities	$	39		$	(102)	$	146		$	188
Capital expenditures	Capital expenditures	(16)			(17)			(26)			(33)			Capital expenditures	(21)			(12)		(47)			(45)
Free cash flow	Free cash flow	$	47		$	292		$	81		$	257		Free cash flow	$	18		$	(114)	$	99		$	143

Free cash flow / Net income from continuing operations attributable to the company	Free cash flow / Net income from continuing operations attributable to the company	75		%	122		%	85		%	92		%	Free cash flow / Net income from continuing operations attributable to the company	43		%	N/A		72		%	59		%

Free cash flow conversion (Free cash flow / Adjusted income from continuing operations attributable to the company)	Free cash flow conversion (Free cash flow / Adjusted income from continuing operations attributable to the company)	94		%	608		%	87		%	282		%	Free cash flow conversion (Free cash flow / Adjusted income from continuing operations attributable to the company)	40		%	N/A		72		%	220		%

MERITOR, INC.

Adjusted EBITDA and segment adjusted EBITDA are reconciled to net income attributable to Meritor, Inc. below (dollars in millions).


		Three Months Ended March 31,						Six Months Ended March 31,							Three Months Ended June 30,						Nine Months Ended June 30,
		2021			2020			2021			2020				2021			2020			2021			2020

Net income attributable to Meritor, Inc.		$	63		$	241		$	95		$	280
Net income (loss) attributable to Meritor, Inc.														Net income (loss) attributable to Meritor, Inc.	$	42		$	(36)		$	137		$	244
Income from discontinued operations, net of tax, attributable to Meritor, Inc.	Income from discontinued operations, net of tax, attributable to Meritor, Inc.	—			(1)			—			(1)			Income from discontinued operations, net of tax, attributable to Meritor, Inc.	—			—			—			(1)
Income from continuing operations, net of tax, attributable to Meritor, Inc.		$	63		$	240		$	95		$	279
Income (loss) from continuing operations, net of tax, attributable to Meritor, Inc.														Income (loss) from continuing operations, net of tax, attributable to Meritor, Inc.	$	42		$	(36)		$	137		$	243

Interest expense, net	Interest expense, net	17			16			45			30			Interest expense, net	20			17			65			47
Provision for income taxes		22			73			29			86
Provision (benefit) for income taxes														Provision (benefit) for income taxes	14			(13)			43			73
Depreciation and amortization	Depreciation and amortization	25			26			52			50			Depreciation and amortization	26			24			78			74
Noncontrolling interests	Noncontrolling interests	3			1			4			3			Noncontrolling interests	3			2			7			5
Loss on sale of receivables	Loss on sale of receivables	1			1			2			2			Loss on sale of receivables	1			1			3			3

Restructuring	Restructuring	2			10			8			15			Restructuring	1			12			9			27
Transaction costs	Transaction costs	—			5			—			5			Transaction costs	—			—			—			5
Income from WABCO distribution termination	Income from WABCO distribution termination	—			(265)			—			(265)			Income from WABCO distribution termination	—			—			—			(265)
Brazil VAT Credit (1)	Brazil VAT Credit (1)	(22)			—			(22)			—			Brazil VAT Credit (1)	—			—			(22)			—
Adjusted EBITDA	Adjusted EBITDA	$	111		$	107		$	213		$	205		Adjusted EBITDA	$	107		$	7		$	320		$	212

Adjusted EBITDA margin (2)	Adjusted EBITDA margin (2)	11.3		%	12.3		%	11.4		%	11.6		%	Adjusted EBITDA margin (2)	10.5		%	1.4		%	11.1		%	9.3		%

Unallocated legacy and corporate expense (income), net (3)	Unallocated legacy and corporate expense (income), net (3)	(4)			(3)			(8)			(5)			Unallocated legacy and corporate expense (income), net (3)	(2)			1			(10)			(4)
Segment adjusted EBITDA	Segment adjusted EBITDA	$	107		$	104		$	205		$	200		Segment adjusted EBITDA	$	105		$	8		$	310		$	208

Commercial Truck ~~(4)~~	Commercial Truck ~~(4)~~													Commercial Truck ~~(4)~~
Segment adjusted EBITDA	Segment adjusted EBITDA	$	73		$	58		$	136		$	115		Segment adjusted EBITDA	$	69		$	(23)		$	205		$	92
Segment adjusted EBITDA margin ~~(5)~~(4)	Segment adjusted EBITDA margin ~~(5)~~(4)	9.4		%	9.2		%	9.3		%	8.9		%	Segment adjusted EBITDA margin ~~(5)~~(4)	8.6		%	(6.8)		%	9.0		%	5.6		%

Aftermarket & Industrial ~~(4)~~	Aftermarket & Industrial ~~(4)~~													Aftermarket & Industrial ~~(4)~~
Segment adjusted EBITDA	Segment adjusted EBITDA	$	34		$	46		69			$	85		Segment adjusted EBITDA	$	36		$	31		105			$	116
Segment adjusted EBITDA margin ~~(5)~~(4)	Segment adjusted EBITDA margin ~~(5)~~(4)	13.8		%	16.6		%	14.3		%	15.4		%	Segment adjusted EBITDA margin ~~(5)~~(4)	14.0		%	15.3		%	14.2		%	15.4		%

(1) Amount relates to a pre-tax loss recovery, net of legal expenses, on the overpayment of VAT in Brazil.

(2) Adjusted EBITDA margin equals adjusted EBITDA divided by consolidated sales from continuing operations.

(3) Unallocated legacy and corporate expense (income), net represents items that are not directly related to the company's business segments. These items 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.

(4) ~~Amounts for the three and six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

~~(5)~~ Segment adjusted EBITDA margin equals segment adjusted EBITDA divided by consolidated sales from continuing operations, either in the aggregate or by segment as applicable.

MERITOR, INC.

Results of Operations

Three Months Ended ~~March 31,~~June 30, 2021 Compared to Three Months Ended ~~March 31,~~June 30, 2020

Sales

The following table reflects total company and business segment sales for the three months ended ~~March 31,~~June 30, 2021 and 2020 (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					Three Months Ended June 30,								Dollar Change Due To
		2021		2020 (1)		Dollar Change		% Change		Currency		Volume/ Other			2021		2020		Dollar Change		% Change		Currency		Volume/ Other
Sales:	Sales:													Sales:
Commercial Truck	Commercial Truck													Commercial Truck
North America	North America	$	381	$	346	$	35	10	%	$	—	$	35	North America	$	414	$	164	$	250	152	%	$	—	$	250
Europe	Europe	171		140		31		22	%	15		16		Europe	166		70		96		137	%	14		82
South America	South America	81		50		31		62	%	(16)		47		South America	82		21		61		290	%	2		59
China	China	34		26		8		31	%	3		5		China	41		41		—		—	%	4		(4)
India	India	50		22		28		127	%	(1)		29		India	30		5		25		500	%	1		24
Other	Other	25		14		11		79	%	2		9		Other	31		14		17		121	%	2		15
Total External Sales	Total External Sales	$	742	$	598	$	144	24	%	$	3	$	141	Total External Sales	$	764	$	315	$	449	143	%	$	23	$	426
Intersegment Sales	Intersegment Sales	35		33		2		6	%	3		(1)		Intersegment Sales	36		21		15		71	%	5		10
Total Sales	Total Sales	$	777	$	631	$	146	23	%	$	6	$	140	Total Sales	$	800	$	336	$	464	138	%	$	28	$	436

Aftermarket & Industrial	Aftermarket & Industrial													Aftermarket & Industrial
North America	North America	$	196	$	231	$	(35)	(15)	%	$	—	$	(35)	North America	$	205	$	164	$	41	25	%	$	3	$	38
Europe	Europe	43		42		1		2	%	3		(2)		Europe	46		33		13		39	%	4		9
Other	Other	2		—		2		N/A		—		2		Other	1		2		(1)		N/A		—		(1)
Total External Sales	Total External Sales	$	241	$	273	$	(32)	(12)	%	$	3	$	(35)	Total External Sales	$	252	$	199	$	53	27	%	$	7	$	46
Intersegment Sales	Intersegment Sales	6		4		2		50	%	2		—		Intersegment Sales	6		4		2		50	%	2		—
Total Sales	Total Sales	$	247	$	277	$	(30)	(11)	%	$	5	$	(35)	Total Sales	$	258	$	203	$	55	27	%	$	9	$	46

Total External Sales	Total External Sales	$	983	$	871	$	112	13	%	$	6	$	106	Total External Sales	$	1,016	$	514	$	502	98	%	$	30	$	472

~~(1)~~ ~~Amounts for the three months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

Commercial Truck sales were ~~$777~~$800 million in the ~~second~~third quarter of fiscal year 2021, up 23138 percent compared to the ~~second~~third quarter of fiscal year 2020. The increase in sales in the ~~second~~third quarter of fiscal year 2021 was primarily driven by higher global truck production in all markets.

Aftermarket & Industrial sales were ~~$247~~$258 million in the ~~second~~third quarter of fiscal year 2021, ~~down 11~~up 27 percent compared to the ~~second~~third quarter of fiscal year 2020. The ~~decrease~~increase in sales in the ~~second~~third quarter of ~~fiscal year~~ 2021 was primarily due to higher volumes across the ~~impact from the termination of the WABCO distribution arrangement which occurred late in the second quarter of fiscal year 2020.~~segment.

MERITOR, INC.


		Three Months Ended March 31,									Three Months Ended June 30,
		2021		2020		Dollar Change		% Change			2021		2020		Dollar Change		% Change
Sales	Sales	$	983	$	871	$	112	13	%	Sales	$	1,016	$	514	$	502	98	%
Cost of sales	Cost of sales	(835)		(757)		78		10	%	Cost of sales	(884)		(486)		398		82	%
GROSS PROFIT	GROSS PROFIT	148		114		34		30	%	GROSS PROFIT	132		28		104		371	%
Selling, general and administrative	Selling, general and administrative	(69)		(59)		10		17	%	Selling, general and administrative	(69)		(52)		17		33	%
Income from WABCO distribution termination	Income from WABCO distribution termination	—		265		(265)		N/A		Income from WABCO distribution termination	—		—		—		N/A
Other operating expense, net	Other operating expense, net	(2)		(10)		(8)		(80)	%	Other operating expense, net	(4)		(17)		(13)		(76)	%
Other income, net	Other income, net	23		14		9		64	%	Other income, net	12		12		—		—	%
Equity in earnings of affiliates	Equity in earnings of affiliates	5		6		(1)		(17)	%	Equity in earnings of affiliates	8		(1)		9		(900)	%
Interest expense, net	Interest expense, net	(17)		(16)		1		6	%	Interest expense, net	(20)		(17)		3		18	%
INCOME BEFORE INCOME TAXES		88		314		(226)		(72)	%
Provision for income taxes		(22)		(73)		(51)		(70)	%
INCOME FROM CONTINUING OPERATIONS		66		241		(175)		(73)	%
INCOME (LOSS) BEFORE INCOME TAXES										INCOME (LOSS) BEFORE INCOME TAXES	59		(47)		106		(226)	%
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(14)		13		27		(208)	%
INCOME (LOSS) FROM CONTINUING OPERATIONS										INCOME (LOSS) FROM CONTINUING OPERATIONS	45		(34)		79		(232)	%
INCOME FROM DISCONTINUED OPERATIONS, net of tax	INCOME FROM DISCONTINUED OPERATIONS, net of tax	—		1		(1)		(100)	%	INCOME FROM DISCONTINUED OPERATIONS, net of tax	—		—		—		N/A
NET INCOME		66		242		(176)		(73)	%
NET INCOME (LOSS)										NET INCOME (LOSS)	45		(34)		79		(232)	%
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(3)		(1)		2		(200)	%	Less: Net income attributable to noncontrolling interests	(3)		(2)		1		(50)	%
NET INCOME ATTRIBUTABLE TO MERITOR, INC.		$	63	$	241	$	(178)	(74)	%
NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.										NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.	$	42	$	(36)	$	78	(217)	%

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,~~June 30, 2021 was ~~$835~~$884 million compared to ~~$757~~$486 million in the same period in the prior fiscal year, representing an increase of 1082 percent, primarily driven by increased market volumes. Total cost of sales was ~~84.9~~87.0 percent and ~~86.9~~94.6 percent of sales for the three-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively.

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,~~June 30, 2021 increased ~~$56~~$332 million compared to the same period in the prior fiscal year due to higher volumes, higher steel costs and increased freight costs.

Labor and overhead costs for the three months ended ~~March 31,~~June 30, 2021 increased by ~~$22~~$68 million compared to the same period in the prior fiscal year primarily due to higher ~~volume~~volumes in our ~~North American and European locations.~~markets.

Other, net for the three months ended ~~March 31,~~June 30, 2021 ~~was flat~~decreased by $2 million compared to the same period in the prior fiscal year.

Gross profit was ~~$148~~$132 million and ~~$114~~$28 million for the three-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively. Gross profit as a percentage of sales was ~~15.1~~13.0 percent and ~~13.1~~5.4 percent for the three-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Other Income Statement Items

Selling, general and administrative expenses ("SG&A") for the three months ended ~~March 31,~~June 30, 2021 and 2020 were $69 million and ~~$59~~$52 million, respectively. ~~SG&A~~The increase is primarily due to higher incentive compensation costs in fiscal year 2021.

Other operating expense, net for the three months ended June 30, 2021 and 2020 were $4 million and $17 million, respectively. Other operating expense, net was ~~higher~~lower in the ~~second~~third quarter of fiscal year 2021 primarily due to ~~increased incentive compensation costs.~~lower restructuring expense.

~~Other income, net~~Equity in earnings of affiliates for the three months ended ~~March 31,~~June 30, 2021 ~~and 2020 were $23~~was $8 million and ~~$14 million, respectively. Other income, net~~equity in losses of affiliates for the three months ended June 30, 2020 was $1 million. Equity in earnings of affiliates was higher in the ~~second~~third quarter of fiscal year 2021 primarily due to ~~the recognition of $10 million of other income related to value-added tax credits in~~higher production volumes at our ~~wholly-owned Brazilian subsidiary during the second quarter of fiscal year 2021.~~joint ventures.

MERITOR, INC.

Provision for income taxes was ~~$22~~$14 million for the three months ended ~~March 31,~~June 30, 2021 compared to ~~$73~~income tax benefit of $13 million in the same period in the prior fiscal year. The ~~decrease~~increase in tax expense is primarily related to ~~the~~higher earnings in jurisdictions that do not have a tax effect of the proceeds received from the termination of the WABCO distribution agreement during the second quarter of fiscal year 2020, partially offset by the tax effect of the Brazilian VAT credits recorded in the second quarter of fiscal year 2021.valuation allowance.

~~MERITOR, INC.~~

Segment Adjusted EBITDA and Segment Adjusted EBITDA Margins

The following table reflects segment adjusted EBITDA and segment adjusted EBITDA margins for the three months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in millions).

Segment adjusted EBITDA Segment adjusted EBITDA margins
Three Months Ended March 31, Three Months Ended March 31,
2021
2020 (1)
Change 2021
2020 (1)
Change
Commercial Truck $ 73 $ 58 $ 15 9.4 % 9.2 % 0.20 pts
Aftermarket & Industrial 34 46 (12) 13.8 % 16.6 % (2.80) pts
Segment adjusted EBITDA $ 107 $ 104 $ 3 10.9 % 11.9 % (1.00) pts

~~(1)~~ ~~Amounts for the three months ended March 31, 2020 have been recast to reflect reportable segment changes.~~


	Segment adjusted EBITDA						Segment adjusted EBITDA margins
	Three Months Ended June 30,						Three Months Ended June 30,
	2021		2020		Change		2021		2020		Change
Commercial Truck	$	69	$	(23)	$	92	8.6	%	(6.8)	%	15.40	pts
Aftermarket & Industrial	36		31		5		14.0	%	15.3	%	(1.30)	pts
Segment adjusted EBITDA	$	105	$	8	$	97	10.3	%	1.6	%	8.70	pts

Significant items impacting year-over-year segment adjusted EBITDA include the following (in millions):

Commercial Truck Aftermarket & Industrial TOTAL
Segment adjusted EBITDA– Quarter ended March 31, 2020 (1)
$ 58 $ 46 $ 104
Higher short-and long-term variable compensation (14) (5) (19)
Lower earnings from unconsolidated affiliates (1) — (1)
Impact of foreign currency exchange rates (6) 1 (5)
Volume, mix, pricing and other 36 (8) 28
Segment adjusted EBITDA – Quarter ended March 31, 2021 $ 73 $ 34 $ 107

~~(1)~~ ~~Amounts for the three months ended March 31, 2020 have been recast to reflect reportable segment changes.~~


	Commercial Truck		Aftermarket & Industrial		TOTAL
Segment adjusted EBITDA – Quarter ended June 30, 2020	$	(23)	$	31	$	8
Higher short-and long-term variable compensation	(7)		(3)		(10)
Higher earnings from unconsolidated affiliates	9		—		9
Impact of foreign currency exchange rates	8		1		9

Volume, mix, pricing and other	82		7		89
Segment adjusted EBITDA – Quarter ended June 30, 2021	$	69	$	36	$	105

Commercial Truck segment adjusted EBITDA was ~~$73~~$69 million in the ~~second~~third quarter of fiscal year 2021, up ~~$15~~$92 million from the same period in the prior fiscal year. Segment adjusted EBITDA margin ~~increased from 9.2~~was 8.6 percent inin the ~~second~~third quarter of fiscal year ~~2020~~2021, compared to ~~9.4~~negative 6.8 percent inin the ~~second quarter~~same period of the prior fiscal ~~year 2021.~~year. The increase in segment adjusted EBITDA and segment adjusted EBITDA margin was driven primarily by conversion on higher revenue, ~~and cost reduction actions,~~ partially offset by higher ~~incentive compensation~~freight, steel and ~~freight~~electrification costs.

Aftermarket & Industrial segment adjusted EBITDA was ~~$34~~$36 million in the ~~second~~third quarter of fiscal year 2021, ~~down $12~~up $5 million from the same period in the prior fiscal year. The increase in segment adjusted EBITDA was driven primarily by higher sales volumes, partially offset by higher freight costs. Segment adjusted EBITDA margin ~~decreased~~ was~~from 16.6~~14.0 percent in the ~~second~~third quarter of fiscal year ~~2020~~2021, compared to ~~13.8~~15.3 percent in the ~~second quarter~~same period of ~~fiscal year 2021.~~the prior year. The decrease in segment adjusted EBITDA ~~and segment adjusted EBITDA~~ margin was ~~driven~~due primarily ~~by the impact from the termination of the WABCO distribution arrangement during the second quarter of fiscal year 2020 and increased incentive compensation~~to higher freight costs, ~~partially~~which more than offset ~~by cost reduction actions.~~conversion on higher sales.

MERITOR, INC.

Results of Operations

~~Six~~Nine Months Ended ~~March 31,~~June 30, 2021 Compared to ~~Six~~Nine Months Ended ~~March 31,~~June 30, 2020

Sales

The following table reflects total company and business segment sales for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 (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.


		Six Months Ended March 31,								Dollar Change Due To					Nine Months Ended June 30,								Dollar Change Due To
		2021		2020 (1)		Dollar Change		% Change		Currency		Volume/ Other			2021		2020		Dollar Change		% Change		Currency		Volume/ Other
Sales:	Sales:													Sales:
Commercial Truck	Commercial Truck													Commercial Truck
North America	North America	$	727	$	713	$	14	2	%	$	—	$	14	North America	$	1,141	$	877	$	264	30	%	$	—	$	264
Europe	Europe	344		281		63		22	%	29		34		Europe	510		351		159		45	%	43		116
South America	South America	137		103		34		33	%	(35)		69		South America	219		124		95		77	%	(33)		128
China	China	64		60		4		7	%	5		(1)		China	105		101		4		4	%	9		(5)
India	India	83		44		39		89	%	(2)		41		India	113		49		64		131	%	(1)		65
Other	Other	47		28		19		68	%	3		16		Other	78		42		36		86	%	5		31
Total External Sales	Total External Sales	$	1,402	$	1,229	$	173	14	%	$	—	$	173	Total External Sales	$	2,166	$	1,544	$	622	40	%	$	23	$	599
Intersegment Sales	Intersegment Sales	66		65		1		2	%	5		(4)		Intersegment Sales	102		86		16		19	%	10		6
Total Sales	Total Sales	$	1,468	$	1,294	$	174	13	%	$	5	$	169	Total Sales	$	2,268	$	1,630	$	638	39	%	$	33	$	605

Aftermarket & Industrial	Aftermarket & Industrial													Aftermarket & Industrial
North America	North America	$	383	$	456	$	(73)	(16)	%	$	—	$	(73)	North America	$	588	$	620	$	(32)	(5)	%	$	3	$	(35)
Europe	Europe	85		85		—		—	%	6		(6)		Europe	131		118		13		11	%	10		3
Other	Other	2		2		—		—	%	—		—		Other	3		4		(1)		(25)	%	—		(1)
Total External Sales	Total External Sales	$	470	$	543	$	(73)	(13)	%	$	6	$	(79)	Total External Sales	$	722	$	742	$	(20)	(3)	%	$	13	$	(33)
Intersegment Sales	Intersegment Sales	11		9		2		22	%	4		(2)		Intersegment Sales	17		13		4		31	%	6		(2)
Total Sales	Total Sales	$	481	$	552	$	(71)	(13)	%	$	10	$	(81)	Total Sales	$	739	$	755	$	(16)	(2)	%	$	19	$	(35)

Total External Sales	Total External Sales	$	1,872	$	1,772	$	100	6	%	$	6	$	94	Total External Sales	$	2,888	$	2,286	$	602	26	%	$	36	$	566

~~(1)~~ ~~Amounts for the six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

Commercial Truck sales were ~~$1,468~~$2,268 million in the first ~~six~~nine months of fiscal year 2021, up ~~13%~~39% percent compared to the first ~~six~~nine months of fiscal year 2020, driven by higher global truck production in all markets.

Aftermarket & Industrial sales were ~~$481~~$739 million in the first ~~six~~nine months of fiscal year 2021, down ~~13%~~2% percent compared to the first ~~six~~nine months of fiscal year 2020 primarily due to the impact from the termination of the WABCO distribution arrangement.

MERITOR, INC.


		Six Months Ended March 31,									Nine Months Ended June 30,
		2021		2020		Dollar Change		% Change			2021		2020		Dollar Change		% Change
Sales	Sales	$	1,872	$	1,772	$	100	6	%	Sales	$	2,888	$	2,286	$	602	26	%
Cost of sales	Cost of sales	(1,609)		(1,531)		78		5	%	Cost of sales	(2,493)		(2,017)		476		24	%
GROSS PROFIT	GROSS PROFIT	263		241		22		9	%	GROSS PROFIT	395		269		126		47	%
Selling, general and administrative	Selling, general and administrative	(134)		(129)		5		4	%	Selling, general and administrative	(203)		(181)		22		12	%
Income from WABCO distribution termination	Income from WABCO distribution termination	—		265		(265)		N/A		Income from WABCO distribution termination	—		265		(265)		N/A
Other operating expense, net	Other operating expense, net	(9)		(15)		(6)		(40)	%	Other operating expense, net	(13)		(32)		(19)		(59)	%
Other income, net	Other income, net	37		24		13		54	%	Other income, net	49		36		13		36	%
Equity in earnings of affiliates	Equity in earnings of affiliates	16		12		4		33	%	Equity in earnings of affiliates	24		11		13		118	%
Interest expense, net	Interest expense, net	(45)		(30)		15		50	%	Interest expense, net	(65)		(47)		18		38	%
INCOME BEFORE INCOME TAXES		128		368		(240)		(65)	%
Provision for income taxes		(29)		(86)		(57)		(66)	%
INCOME FROM CONTINUING OPERATIONS		99		282		(183)		(65)	%
INCOME (LOSS) BEFORE INCOME TAXES										INCOME (LOSS) BEFORE INCOME TAXES	187		321		(134)		(42)	%
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(43)		(73)		(30)		(41)	%
INCOME (LOSS) FROM CONTINUING OPERATIONS										INCOME (LOSS) FROM CONTINUING OPERATIONS	144		248		(104)		(42)	%
INCOME FROM DISCONTINUED OPERATIONS, net of tax	INCOME FROM DISCONTINUED OPERATIONS, net of tax	—		1		(1)		100	%	INCOME FROM DISCONTINUED OPERATIONS, net of tax	—		1		(1)		100	%
NET INCOME		99		283		(184)		(65)	%
NET INCOME (LOSS)										NET INCOME (LOSS)	144		249		(105)		(42)	%
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(4)		(3)		1		33	%	Less: Net income attributable to noncontrolling interests	(7)		(5)		2		40	%
NET INCOME ATTRIBUTABLE TO MERITOR, INC.		$	95	$	280	$	(185)	(66)	%
NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.										NET INCOME (LOSS) ATTRIBUTABLE TO MERITOR, INC.	$	137	$	244	$	(107)	(44)	%

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~~nine months ended ~~March 31,~~June 30, 2021 was ~~$1,609~~$2,493 million compared to ~~$1,531~~$2,017 million in the same period in the prior fiscal year, representing an increase of 524 percent, primarily due to higher production volumes. Total cost of sales was ~~86.0~~86.3 percent and ~~86.4~~88.2 percent of sales for the ~~six-month~~nine-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively.

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~~nine months ended ~~March 31,~~June 30, 2021 increased ~~$47~~$379 million compared to the same period in the prior fiscal year due to increased volumes and higher freight and steel costs.

Labor and overhead costs increased ~~$33~~$101 million compared to the same period in the prior fiscal year primarily due to higher volumes in our ~~U.S. and European locations.~~markets.

Other, net for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 decreased $2$4 million compared to the same period in the prior fiscal year.

Gross profit was ~~$263~~$395 million and ~~$241~~$269 million for the ~~six-month~~nine-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively. Gross profit as a percentage of sales was ~~14.0~~13.7 percent and ~~13.6~~11.8 percent for the ~~six-month~~nine-month periods ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Other Income Statement Items

Selling, general and administrative expenses for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 were ~~$134~~$203 million and ~~$129~~$181 million, respectively. ~~SG&A increased by $5 million~~The increase is primarily due to higher incentive compensation costs and electrification costs, partly offset by ~~cost reduction actions.~~headcount reductions and reduced travel expenditures.

Other operating expense, net for the nine months ended June 30, 2021 and 2020 was $13 million and $32 million, respectively. Other operating expense, net was lower primarily due to lower restructuring expense.

Other income, net for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 ~~were $37~~was $49 million and ~~$24~~$36 million, respectively. Other income, net increased primarily due to the recognition of $10 million of other income related to ~~value-added tax~~VAT credits in our wholly-owned Brazilian subsidiary during the second quarter of fiscal year 2021.

MERITOR, INC.

Equity in earnings of affiliates was ~~$16~~$24 million for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 compared to ~~$12~~$11 million in the same period in the prior year. The increase was primarily due to improved earnings at our joint ventures and the recognition of a VAT credit of $6 million at our joint venture in Brazil during the first quarter of fiscal year 2021.

~~MERITOR, INC.~~

Interest expense, net for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$45~~$65 million and ~~$30~~$47 million, respectively. The increase in interest expense, net is attributable to higher interest costs year over year as well as $8$11 million of debt extinguishment costs incurred in ~~the first quarter of~~ fiscal year 2021.

Provision for income taxes was ~~$29~~$43 million in the first ~~six~~nine months of fiscal year 2021 compared to ~~$86~~$73 million in the same period in the prior fiscal year. The decrease in tax expense is primarily related to the tax effect of the proceeds received from the termination of the WABCO distribution arrangement during the second quarter of fiscal year 2020, partially offset by ~~the~~increased earnings in jurisdictions which do not have a tax ~~effect of the Brazilian VAT credits recorded in the second quarter of fiscal year 2021.~~valuation allowance.

Segment Adjusted EBITDA and Segment Adjusted EBITDA Margins

The following table reflects segment adjusted EBITDA and segment adjusted EBITDA margins for the ~~six~~nine months ended ~~March 31,~~June 30, 2021 and 2020 (dollars in millions).


		Segment adjusted EBITDA						Segment adjusted EBITDA margins							Segment adjusted EBITDA						Segment adjusted EBITDA margins
		Six Months Ended March 31,						Six Months Ended March 31,							Nine Months Ended June 30,						Nine Months Ended June 30,
		2021		2020 (1)		Change		2021		2020 (1)		Change			2021		2020		Change		2021		2020		Change
Commercial Truck	Commercial Truck	$	136	$	115	$	21	9.3	%	8.9	%	0.4	pts	Commercial Truck	$	205	$	92	$	113	9.0	%	5.6	%	3.4	pts
Aftermarket & Industrial	Aftermarket & Industrial	69		85		(16)		14.3	%	15.4	%	(1.1)	pts	Aftermarket & Industrial	105		116		(11)		14.2	%	15.4	%	(1.2)	pts
Segment adjusted EBITDA	Segment adjusted EBITDA	$	205	$	200	$	5	11.0	%	11.3	%	(0.3)	pts	Segment adjusted EBITDA	$	310	$	208	$	102	10.7	%	9.1	%	1.6	pts

~~(1)~~ ~~Amounts for the six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

Significant items impacting year-over-year segment adjusted EBITDA include the following (in millions):


		Commercial Truck		Aftermarket & Industrial		TOTAL			Commercial Truck		Aftermarket & Industrial		TOTAL
Segment adjusted EBITDA– Six Months Ended March 31, 2020 (1)		$	115	$	85	$	200
Segment adjusted EBITDA - Nine Months Ended June 30, 2020								Segment adjusted EBITDA - Nine Months Ended June 30, 2020	$	92	$	116	$	208
Higher short-and long-term variable compensation	Higher short-and long-term variable compensation	(17)		(6)		(23)		Higher short-and long-term variable compensation	(25)		(9)		(34)
Higher earnings from unconsolidated affiliates	Higher earnings from unconsolidated affiliates	4		—		4		Higher earnings from unconsolidated affiliates	13		—		13
Impact of foreign currency exchange rates	Impact of foreign currency exchange rates	(13)		4		(9)		Impact of foreign currency exchange rates	(5)		5		—

Volume, mix, pricing and other	Volume, mix, pricing and other	47		(14)		33		Volume, mix, pricing and other	130		(7)		123
Segment adjusted EBITDA - Six Months Ended March 31, 2021		$	136	$	69	$	205
Segment adjusted EBITDA - Nine Months Ended June 30, 2021								Segment adjusted EBITDA - Nine Months Ended June 30, 2021	$	205	$	105	$	310

~~(1)~~ ~~Amounts for the six months ended March 31, 2020 have been recast to reflect reportable segment changes.~~

Commercial Truck segment adjusted EBITDA was ~~$136~~$205 million in the first ~~six~~nine months of fiscal year 2021, up ~~$21~~$113 million from the same period in the prior fiscal year. Segment adjusted EBITDA margin increased from ~~8.9~~5.6 percent in the first ~~six~~nine months of fiscal year 2020 to ~~9.3~~9.0 percent in the first ~~six~~nine months of fiscal year 2021. The increase in segment adjusted EBITDA and segment adjusted EBITDA margin was driven primarily by conversion on higher revenue, ~~and cost reduction actions,~~ partially offset by higher steel and freight costs, incentive compensation, ~~freight~~ and electrification ~~costs.~~costs in fiscal year 2021.

Aftermarket & Industrial segment adjusted EBITDA was ~~$69~~$105 million in the first ~~six~~nine months of fiscal year 2021, down ~~$16~~$11 million from the same period in the prior fiscal year. Segment adjusted EBITDA margin decreased from 15.4 percent in the first ~~six~~nine months of fiscal year 2020 to ~~14.3~~14.2 percent in the first ~~six~~nine months of fiscal year 2021. The decrease in segment adjusted EBITDA and segment adjusted EBITDA margin was driven primarily by the impact from the termination of the WABCO distribution arrangement and higher incentive compensation costs, ~~partially~~ offset by ~~cost reduction actions.~~increased sales volumes.

MERITOR, INC.

Financial Condition

Cash Flows (in millions)


		Six Months Ended March 31,					Nine Months Ended June 30,
		2021		2020			2021		2020
OPERATING CASH FLOWS	OPERATING CASH FLOWS					OPERATING CASH FLOWS
Income from continuing operations	Income from continuing operations	$	99	$	282	Income from continuing operations	$	144	$	248
Depreciation and amortization	Depreciation and amortization	52		50		Depreciation and amortization	78		74
Deferred income tax expense (benefit)	Deferred income tax expense (benefit)	2		(4)		Deferred income tax expense (benefit)	1		(4)

Restructuring costs	Restructuring costs	8		15		Restructuring costs	9		27

Stock compensation expense	Stock compensation expense	10		1		Stock compensation expense	14		3

Equity in earnings of affiliates	Equity in earnings of affiliates	(16)		(12)		Equity in earnings of affiliates	(24)		(11)
Pension and retiree medical income	Pension and retiree medical income	(26)		(21)		Pension and retiree medical income	(39)		(31)
Loss on debt extinguishment	Loss on debt extinguishment	8		—		Loss on debt extinguishment	11		—
Dividends received from equity method investments	Dividends received from equity method investments	2		—		Dividends received from equity method investments	7		8
Pension and retiree medical contributions	Pension and retiree medical contributions	(6)		(7)		Pension and retiree medical contributions	(8)		(11)
Restructuring payments	Restructuring payments	(8)		(15)		Restructuring payments	(11)		(21)
Proceeds from WABCO distribution termination		—		265
Income from WABCO distribution termination		—		(265)

Changes in receivables, inventories and accounts payable	Changes in receivables, inventories and accounts payable	(63)		(8)		Changes in receivables, inventories and accounts payable	(103)		11
Changes in off-balance sheet accounts receivable factoring	Changes in off-balance sheet accounts receivable factoring	35		20		Changes in off-balance sheet accounts receivable factoring	35		(104)
Changes in other current assets and liabilities	Changes in other current assets and liabilities	5		(49)		Changes in other current assets and liabilities	26		(26)
Changes in other assets and liabilities	Changes in other assets and liabilities	5		38		Changes in other assets and liabilities	6		25

Cash flows provided by continuing operations	Cash flows provided by continuing operations	107		290		Cash flows provided by continuing operations	146		188
Cash flows used for discontinued operations	Cash flows used for discontinued operations	—		—		Cash flows used for discontinued operations	—		—
CASH PROVIDED BY OPERATING ACTIVITIES	CASH PROVIDED BY OPERATING ACTIVITIES	$	107	$	290	CASH PROVIDED BY OPERATING ACTIVITIES	$	146	$	188

Cash provided by operating activities in the first ~~six~~nine months of fiscal year 2021 was ~~$107~~$146 million compared to ~~$290~~$188 million in the same period of fiscal year 2020. The decrease in cash provided by operating activities was due to $265 million of cash received from the WABCO distribution arrangement termination in the second quarter of fiscal year ~~2020.~~2020, partially offset by the impact of accounts receivable factoring as a result of higher balances available under our factoring programs.


		Six Months Ended March 31,					Nine Months Ended June 30,
		2021		2020			2021		2020
INVESTING CASH FLOWS	INVESTING CASH FLOWS					INVESTING CASH FLOWS
Capital expenditures	Capital expenditures	$	(26)	$	(33)	Capital expenditures	$	(47)	$	(45)

Cash paid for acquisition of TransPower, net of cash acquired	Cash paid for acquisition of TransPower, net of cash acquired	—		(13)		Cash paid for acquisition of TransPower, net of cash acquired	—		(13)
Other investing activities	Other investing activities	(3)		9		Other investing activities	(3)		9

CASH USED FOR INVESTING ACTIVITIES	CASH USED FOR INVESTING ACTIVITIES	$	(29)	$	(37)	CASH USED FOR INVESTING ACTIVITIES	$	(50)	$	(49)

Cash used for investing activities was $2950 million in the first ~~six~~nine months of fiscal year 2021 compared to ~~$37~~$49 million in the same period in fiscal year 2020.

MERITOR, INC.


		Six Months Ended March 31,					Nine Months Ended June 30,
		2021		2020			2021		2020
FINANCING CASH FLOWS	FINANCING CASH FLOWS					FINANCING CASH FLOWS
Securitization	Securitization	$	—	$	96	Securitization	$	—	$	(8)
Borrowings against revolving line of credit	Borrowings against revolving line of credit	—		304		Borrowings against revolving line of credit	—		304
Repayments of revolving line of credit						Repayments of revolving line of credit	—		(304)
Proceeds from debt issuance	Proceeds from debt issuance	275		—		Proceeds from debt issuance	275		300

Redemption of notes	Redemption of notes	(281)		—		Redemption of notes	(458)		—
Redemption of convertible notes		(53)		—
Repurchase of convertible notes						Repurchase of convertible notes	(53)		—
Debt issuance costs	Debt issuance costs	(5)		—		Debt issuance costs	(5)		(4)
Term loan payments	Term loan payments	(7)		(4)		Term loan payments	(9)		(6)
Other financing activities	Other financing activities	(1)		(1)		Other financing activities	(1)		(1)
Net change in debt	Net change in debt	(72)		395		Net change in debt	(251)		281
Repurchase of common stock	Repurchase of common stock	—		(241)		Repurchase of common stock	(25)		(241)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	$	(72)	$	154	CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES	$	(276)	$	40

Cash used for financing activities was ~~$72~~$276 million in the first ~~six~~nine months of fiscal year 2021 compared to cash provided by financing activities of ~~$154~~$40 million in the same period of fiscal year 2020. The increase in cash used for financing activities is primarily related to the redemption of ~~$275~~$450 million aggregate principal amount of our 6.25 Percent Notes due 2024 and the remaining $23 million of the 7.875 Percent Convertible Notes, partially offset by the issuance of $275 million aggregate principal amount of our 4.50 Percent Notes.

Liquidity

Our outstanding debt, net of discounts and unamortized debt issuance costs, where applicable, is summarized in the table below (in millions).


		March 31, 2021		September 30, 2020			June 30, 2021		September 30, 2020

Fixed-rate debt securities	Fixed-rate debt securities	$	740	$	741	Fixed-rate debt securities	$	566	$	741
Fixed-rate convertible notes	Fixed-rate convertible notes	321		343		Fixed-rate convertible notes	321		343
Unamortized discount on convertible notes	Unamortized discount on convertible notes	(27)		(29)		Unamortized discount on convertible notes	(25)		(29)
Term loan	Term loan	159		166		Term loan	157		166
Other borrowings	Other borrowings	10		6		Other borrowings	11		6
Total debt	Total debt	$	1,203	$	1,227	Total debt	$	1,030	$	1,227

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 and restructuring and product development programs. We expect fiscal year 2021 capital expenditures for our business segments to be approximately $95 million.

We generally fund our operating and capital needs with cash on hand, cash flows 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.

We believe our current financing arrangements provide us with the financial flexibility required to maintain our operations during the uncertain times of the COVID-19 pandemic 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 June 2024.

MERITOR, INC.

Sources of liquidity as of ~~March 31,~~June 30, 2021, in addition to cash on hand, are as follows (in millions):


		Total Facility Size		Utilized as of 3/31/2021		Readily Available as of 3/31/2021		Current Expiration		Total Facility Size		Utilized as of 6/30/2021		Readily Available as of 6/30/2021		Current Expiration
On-balance sheet arrangements:	On-balance sheet arrangements:								On-balance sheet arrangements:
Senior secured revolving credit facility (1)	Senior secured revolving credit facility (1)	$	685	$	—	$	276	June 2024 (1)	Senior secured revolving credit facility (1)	$	685	$	—	$	499	June 2024 (1)
Committed U.S. accounts receivable securitization (2)	Committed U.S. accounts receivable securitization (2)	110		4		106		March 2024	Committed U.S. accounts receivable securitization (2)	110		3		107		March 2024
Total on-balance sheet arrangements	Total on-balance sheet arrangements	$	795	$	4	$	382		Total on-balance sheet arrangements	$	795	$	3	$	606
Off-balance sheet arrangements: (2)	Off-balance sheet arrangements: (2)								Off-balance sheet arrangements: (2)
Committed Swedish factoring facility (3)(4)	Committed Swedish factoring facility (3)(4)	$	183	$	105	$	—	March 2024	Committed Swedish factoring facility (3)(4)	$	184	$	95	$	—	March 2024
Committed U.S. factoring facility (3)	Committed U.S. factoring facility (3)	75		44		—		February 2023	Committed U.S. factoring facility (3)	75		48		—		February 2023
Uncommitted U.K. factoring facility	Uncommitted U.K. factoring facility	29		5		—		February 2022	Uncommitted U.K. factoring facility	30		8		—		February 2022
Uncommitted Italy factoring facility	Uncommitted Italy factoring facility	35		22		—		June 2022	Uncommitted Italy factoring facility	35		18		—		June 2022
Other uncommitted factoring facilities (5)	Other uncommitted factoring facilities (5)	N/A		20		N/A		N/A	Other uncommitted factoring facilities (5)	N/A		29		N/A		N/A
Total off-balance sheet arrangements	Total off-balance sheet arrangements	$	322	$	196	$	—		Total off-balance sheet arrangements	$	324	$	198	$	—
Total available sources	Total available sources	$	1,117	$	200	$	382		Total available sources	$	1,119	$	201	$	606

(1)The availability under the senior secured revolving credit facility is subject to a priority debt-to-EBITDA ratio covenant, as measured on the last day of the quarter based on trailing twelve month EBITDA as defined in the credit agreement. Availability was constrained on the last day of the ~~second~~third quarter of fiscal year 2021 due primarily to lower EBITDA in the ~~third and~~ fourth ~~quarters~~quarter of fiscal year 2020, which ~~were~~was impacted by the COVID-19 pandemic. The company has full availability until the next measurement point at the end of the ~~third~~fourth quarter of fiscal year 2021. The facility will expire in November 2023 if the outstanding principal amount of the 6.25 percent notes due 2024 is greater than $75 million at that time.

(2)Availability subject to adequate eligible accounts receivable available for sale. ~~On March 31, 2021, the U.S. accounts receivable securitization facility with PNC bank was increased from $95 million to $110 million.~~

(3)Actual amounts may exceed the bank's commitment at the bank's discretion.

(4)The facility is backed by a 364-day liquidity commitment from Nordea Bank through June 22, ~~2021.~~2022.

(5)There is no explicit facility size under the agreement, but the counterparty approves the purchase of receivable tranches at its discretion.

Cash and Liquidity Needs – At ~~March 31,~~June 30, 2021, we had ~~$321~~$138 million in cash and cash equivalents. ~~Of our total cash held in jurisdictions outside of the U.S, we~~We plan to repatriate approximately ~~$38~~$30 million of cash held by subsidiaries outside of the United States, with respect to which no withholding taxes are expected to be owed. ~~Of our total~~$43 million of cash and cash equivalents is held in jurisdictions ~~outside of~~where the cash is not freely transferable to the U.S.~~, $29 million, if repatriated, could result in withholding taxes. In addition, we~~ without intervention by the foreign jurisdiction or minority joint venture partner. We plan to utilize ongoing cash flow from domestic ~~operations~~operations and external borrowings, to meet our liquidity needs in the U.S.

On March 31, 2021, the U.S. accounts receivable securitization facility with PNC bank was increased from $95 million to $110 million.

Our availability under the senior secured revolving credit facility is subject to 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 this covenant as of the quarter end, we have full availability under the senior secured 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 senior secured 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 senior secured revolving credit facility. At ~~March 31,~~June 30, 2021, we were in compliance with the priority debt-to-EBITDA ratio covenant with a ratio of approximately ~~0.81x, which includes the income we recognized related to the termination of the WABCO distribution arrangement.~~0.59x.

Equity Repurchase Authorization – On November 7, 2019, the Board of Directors authorized the repurchase of up to $325 million of the company's common stock, which was an increase from the prior $250 million authorization approved on July 26, 2019. Repurchases can be made from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants. ~~On March 25, 2020, we suspended activity under our share repurchase program as a result of uncertainties in the global economy due to the COVID-19 pandemic.~~ As of ~~March 31,~~June 30, 2021 and September 30, 2020, the amount remaining available for repurchases under this common stock repurchase authorization was $34 million and $59 ~~million.~~million, respectively.

On July 28, 2021, the Board of Directors authorized the repurchase of up to $250 million of the company's common stock. Repurchases could be made from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants.

MERITOR, INC.

Debt Repurchase Authorization – On November 2, 2018, our Board of Directors authorized the repurchase of up to $100 million aggregate principal amount of any of our debt securities (including convertible debt securities) from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and our debt covenants. The amount remaining available for repurchases under this repurchase authorization was $76 million as of ~~March 31,~~June 30, 2021 and September 30, 2020.

On May 4, 2021, we issued a notice of redemption for all of the remaining $175 million principal amount of the 6.25 Percent Notes due 2024. The redemption ~~will be~~was made pursuant to a special authorization from the Board of Directors. Refer to Note 13 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

Revolving Credit Facility – The senior secured revolving credit facility is discussed in Note 13 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

Redemption of 7.875 Percent Convertible Notes, Redemption of 6.25 Percent Notes Due 2024, and Issuance of 4.50 Percent Notes - Refer to Note 13 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

Other – Refer to Note 13 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

Credit Ratings – At ~~May~~August 3, 2021, our Standard & Poor’s corporate credit rating and senior unsecured credit rating were BB and BB-, respectively, and our Moody’s Investors Service corporate credit rating and senior unsecured credit rating were Ba3 and B1, 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.

Subsidiary Guarantees of Debt – Certain of the company's 100% owned subsidiaries, as defined in the credit agreement for the senior secured revolving credit facility (collectively, the "Guarantors") irrevocably and unconditionally guarantee amounts outstanding under the senior secured revolving credit facility on a joint and several basis. Similar subsidiary guarantees are provided for the benefit of the holders of the notes outstanding under the company's indentures. The notes are guaranteed on a senior unsecured basis by each of the company’s subsidiaries from time to time guaranteeing its senior secured revolving credit facility, as it may be amended, extended, replaced or refinanced, or any subsequent credit facility. The guarantees remain in effect until the earlier to occur of payment in full of the notes or termination or release of the applicable corresponding guarantee under the company’s senior secured revolving credit facility, as it may be amended, extended, replaced or refinanced, or any subsequent credit facility. The guarantees rank equally with existing and future senior unsecured indebtedness of the Guarantors and are effectively subordinated to all of the existing and future secured indebtedness of the Guarantors, to the extent of the value of the assets securing such indebtedness.

The following represents summarized financial information, in millions, of Meritor, Inc. ("Parent") and the Guarantors (collectively, "the Combined Entities"). The information has been prepared on a combined basis and excludes any investments of the Parent or Guarantors in non-guarantor subsidiaries. Intercompany transactions and amounts between the Combined Entities have been eliminated. Equity income from continuing operations of subsidiaries has been eliminated.

MERITOR, INC.


Statement of Operations Information	Statement of Operations Information	Six Months Ended March 31, 2021		Year ended September 30, 2020		Statement of Operations Information	Nine Months Ended June 30, 2021		Year ended September 30, 2020
Net Sales	Net Sales	$	1,040	$	1,863	Net Sales	$	1,612	$	1,863
Gross profit	Gross profit	112		188		Gross profit	163		188
Net income (loss) from continuing operations	Net income (loss) from continuing operations	(5)		190		Net income (loss) from continuing operations	(22)		190
Net income (loss)	Net income (loss)	(5)		191		Net income (loss)	(22)		191
Net income (loss) attributable to Meritor, Inc.	Net income (loss) attributable to Meritor, Inc.	(5)		191		Net income (loss) attributable to Meritor, Inc.	(22)		191

Balance Sheet Information	Balance Sheet Information	March 31, 2021		September 30, 2020		Balance Sheet Information	June 30, 2021		September 30, 2020
Current Assets	Current Assets	$	585	$	566	Current Assets	$	479	$	566
Non-current Assets	Non-current Assets	1,072		1,053		Non-current Assets	1,075		1,053
Current Liabilities	Current Liabilities	455		413		Current Liabilities	499		413
Non-current Liabilities	Non-current Liabilities	1,518		1,639		Non-current Liabilities	1,350		1,639

Redeemable Preferred Stock	Redeemable Preferred Stock	—		—		Redeemable Preferred Stock	—		—
Noncontrolling Interest	Noncontrolling Interest	—		—		Noncontrolling Interest	—		—

At ~~March 31,~~June 30, 2021 and September 30, 2020, amounts owed by the Combined Entities to non-guarantor entities totaled approximately ~~$32~~$52 million and $100 million, respectively, and amounts owed to the Combined Entities from non-guarantor entities totaled approximately ~~$219~~$224 million and $156 million, respectively. For the ~~six~~nine months ended ~~March 31,~~June 30, 2021, intercompany sales from the Combined Entities to non-guarantor subsidiaries was ~~$45~~$70 million. For the ~~six~~nine months ended ~~March 31,~~June 30, 2021, intercompany sales from non-guarantor subsidiaries to the Combined Entities was ~~$77~~$123 million. For the year ended September 30, 2020, intercompany sales from the Combined Entities to non-guarantor subsidiaries was $79 million. For the year ended September 30, 2020, intercompany sales from non-guarantor subsidiaries to the Combined Entities was $102 million.

Off-Balance Sheet Arrangements

Accounts Receivable Factoring Arrangements – We participate in accounts receivable factoring programs with a total amount utilized at ~~March 31,~~June 30, 2021 of ~~$196~~$198 million, of which ~~$149~~$143 million was attributable to committed factoring facilities involving the sale of AB Volvo accounts receivables. The remaining amount of ~~$47~~$55 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 a 364-day liquidity commitment from Nordea Bank, which was renewed through June 22, ~~2021.~~2022. Commitments under all of our factoring facilities are subject to standard terms and conditions for these types of arrangements (including, in the 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).

Letter of Credit Facilities – There were $12 million and $8 million of off-balance sheet letters of credit outstanding through letter of credit facilities as of ~~March 31,~~June 30, 2021 and September 30, 2020, respectively.

Contingencies

Contingencies related to environmental, asbestos and other matters are discussed in Note 16 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

Critical Accounting Policies

Our significant accounting policies are consistent with those described in Note 2 to our Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the "2020 Form 10-K"). Our critical accounting estimates are consistent with those described in Item 7 of our 2020 Form 10-K.

~~MERITOR, INC.~~

New Accounting Pronouncements

New Accounting Pronouncements are discussed in Note 3 of the Notes to the Condensed Consolidated Financial Statements in Part I of this Quarterly Report.

MERITOR, INC.

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 Condensed 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.

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 the foreign currency forward contracts. Under this cash flow hedging program, we designate the foreign currency contracts as cash flow hedges of underlying foreign currency forecasted purchases and sales. Changes in the fair value of these contracts are recorded in Accumulated other comprehensive loss in the Condensed Consolidated Statement of Equity and is recognized in operating income when the underlying forecasted transaction impacts earnings. These contracts have varying terms that extend through fiscal year 2025.

We use cross-currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. These derivative instruments are designated and qualify as hedges of net investments in foreign operations. Settlements and changes in fair values of the instruments are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss) in the Condensed Consolidated Statement of Comprehensive Income, to offset the changes in the values of the net investments being hedged.

In the third quarter of fiscal year 2019, we entered into multiple cross-currency swap contracts with a combined notional amount of $225 million and maturities in October 2022. These swaps hedged a portion of the net investment in a certain European subsidiary against volatility in the euro/U.S. dollar foreign exchange rate. In the second quarter of fiscal year 2020, we settled these cross-currency swap contracts and received proceeds of $11 million, $1 million of which related to net accrued interest receivable.

Interest rate risk relates to the gain/increase or loss/decrease we could incur in 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.

MERITOR, INC.

Market Risk


		Assuming a 10% Increase in Rates		Assuming a 10% Decrease in Rates		Change In		Assuming a 10% Increase in Rates		Assuming a 10% Decrease in Rates		Change In
Foreign Currency Sensitivity:	Foreign Currency Sensitivity:						Foreign Currency Sensitivity:
Forward contracts in USD (1)	Forward contracts in USD (1)	$	(2.0)	$	2.0	Fair Value	Forward contracts in USD (1)	$	(2.3)	$	2.3	Fair Value
Forward contracts in Euro (1)	Forward contracts in Euro (1)	(1.3)		1.3		Fair Value	Forward contracts in Euro (1)	(1.2)		1.2		Fair Value

Foreign currency denominated debt (2)	Foreign currency denominated debt (2)	0.9		(0.9)		Fair Value	Foreign currency denominated debt (2)	1.0		(1.0)		Fair Value
Foreign currency option contracts in USD	Foreign currency option contracts in USD	0.5		—		Fair Value	Foreign currency option contracts in USD	0.1		—		Fair Value
Foreign currency option contracts in Euro	Foreign currency option contracts in Euro	(0.1)		0.7		Fair Value	Foreign currency option contracts in Euro	(0.2)		1.1		Fair Value

		Assuming a 50 BPS Increase in Rates		Assuming a 50 BPS Decrease in Rates		Change In		Assuming a 50 BPS Increase in Rates		Assuming a 50 BPS Decrease in Rates		Change In
Interest Rate Sensitivity:	Interest Rate Sensitivity:						Interest Rate Sensitivity:
Debt – fixed rate (3)	Debt – fixed rate (3)	$	(41.7)	$	44.3	Fair Value	Debt – fixed rate (3)	$	(35.6)	$	37.7	Fair Value
Debt – variable rate	Debt – variable rate	(0.8)		0.8		Cash flow	Debt – variable rate	(0.8)		0.8		Cash flow

(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,~~June 30, 2021, the fair value of outstanding foreign currency denominated debt was ~~$8.6~~$9.6 million. A 10% decrease in quoted currency exchange rates would result in a decrease of ~~$0.9~~$1.0 million in foreign currency denominated debt. At ~~March 31,~~June 30, 2021, a 10% increase in quoted currency exchange rates would result in an increase of ~~$0.9~~$1.0 million in foreign currency denominated debt.

(3)At ~~March 31,~~June 30, 2021, the fair value of outstanding debt was ~~$1,323~~$1,118 million. A 50 basis points decrease in quoted interest rates would result in an increase of ~~$44.3~~$37.7 million in the fair value of fixed rate debt. A 50 basis points increase in quoted interest rates would result in a decrease of ~~$41.7~~$35.6 million in the fair value of fixed rate debt.

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,~~June 30, 2021. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of ~~March 31,~~June 30, 2021, 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,~~June 30, 2021 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.

MERITOR, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Except as set forth in Note 16 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, 2020.

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, 2020.

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 June 30, 2021:


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)
April 1- 30, 2021	—	$	—	—	$	59,199,494
May 1- 31, 2021	608,578	$	25.13	608,578	$	43,907,577
June 1 - 30, 2021	370,034	$	26.18	370,034	$	34,219,084
Total	978,612			978,612		34,219,084

(1) On November 7, 2019, the Board of Directors authorized the repurchase of up to $325 million of the company’s common stock from time to time through open market purchases, privately negotiated transactions or otherwise, subject to compliance with legal and regulatory requirements and the company’s debt covenants.

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~~third quarter of fiscal year 2021 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~~third quarter of fiscal year 2021 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.

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 outlooks, 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 the duration and severity of the COVID-19 pandemic and its effects on public health, the global economy and financial markets, as well as our industry, operations, workforce, supply chains, distribution systems and demand for our products; reliance on major 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 European markets or our European operations, or financing arrangements related thereto following the United Kingdom's decision to exit the European Union or, in the event one or more other countries exit the European monetary union; risks inherent in operating abroad (including foreign currency exchange rates, restrictive government actions regarding trade, implications of foreign regulations relating to pensions and potential disruption of production and supply due to terrorist attacks or acts of aggression); risks related to our joint ventures; rising costs of pension benefits; the ability to achieve the expected benefits of strategic initiatives and restructuring actions; our ability to successfully integrate the products and technologies of Fabco Holdings, Inc., ~~AA Gear Mfg., Inc.,~~ AxleTech and Transportation Power, Inc. and future results of such acquisitions, including their generation of revenue and their being accretive; the demand for commercial and specialty vehicles for which we supply products; whether our liquidity will be affected by declining vehicle production in the future; OEM program delays; demand for and market acceptance of new and existing products; successful development and launch 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 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 proceedings or related liabilities with respect to environmental, asbestos-related, or other 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. 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.

MERITOR, INC.

Item 6. Exhibits


3-a			Amended and Restated Articles of Incorporation of Meritor effective January 23, 2020, filed as Exhibit 3-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2019, is incorporated herein by reference.

3-b**3-b			Amended and Restated By-laws of Meritor effective February 28, ~~2021.~~2021 , filed as Exhibit 3-b to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2021, is incorporated herein by reference.







10-a**			Eleventh Amendment to the Receivables Purchase Agreement dated as of March 31, 2021, by and among ArvinMeritor Receivables Corporation, as Seller, Meritor, Inc., as Initial Servicer, and PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator.
22**			Guarantor Subsidiaries of Meritor Inc.
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			Inline XBRL INSTANCE DOCUMENT - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL TAXONOMY EXTENSION SCHEMA
101.PRE			Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
101.LAB			Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.CAL			Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF			Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

** Filed herewith.

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~~August 4, 2021

By:

/s/

Hannah S. Lim-Johnson

Senior Vice President, Chief Legal Officer and Corporate Secretary

(For the registrant)

Date:

~~May~~August 4, 2021

By:

/s/

Carl D. Anderson II

Senior Vice President, Chief Financial Officer

Date:

~~May~~August 4, 2021

By:

/s/

Paul D. Bialy

Vice President, Chief Accounting Officer