MTOR-2014.12.31-10KA-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-K/A (Amendment no. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 28, 2014
Commission file number 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)
Registrant’s telephone number, including area code: (248) 435-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
 
Name of each exchange on which registered
Common Stock, $1 Par Value
 
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
x

 
No
¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
¨
 
No
x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
 
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
 
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
x
 
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
 
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       
Yes
¨
 
No
x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on March 28, 2014 (the last business day of the most recently completed second fiscal quarter) was approximately $1,147,375,565
 
96,551,713 shares of the registrant’s Common Stock, par value $1 per share, were outstanding on June 15, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of the registrant held on January 22, 2015 is incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended September 28, 2014.




EXPLANATORY NOTE - AMENDMENT

Meritor, Inc. (the “company” or “Meritor”) is filing this Form 10-K/A (Amendment No. 2) to include in its Annual Report on Form 10-K for the fiscal year ended September 28, 2014 (the “Annual Report”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, financial statements and related notes of Master Sistemas Automotivos Ltda. (“MSA”), an unconsolidated joint venture incorporated in Brazil in which the company owns an interest. Meritor owns a 49% interest in MSA (directly).
Rule 3-09 of Regulation S-X provides that if a 50% or less owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20% for 10%, separate financial statements for such 50% or less owned person shall be filed. Such statements are required to be audited only in the years in which such person met such test.
MSA met the significance test for Meritor's 2013 fiscal year. Therefore, Meritor is required to file audited financial statements as of and for the fiscal year ended December 31, 2013 ("2013") and the company has included in this Amendment No. 2 on Form 10-K/A the required audited financial statements for the 2013 fiscal year. MSA did not meet such significance test for Meritor's fiscal years 2014 and 2012. Therefore, Meritor is only required to file unaudited financial statements as of and for the fiscal years ended December 31, 2014 ("2014") and December 31, 2012 ("2012") and the company has included in this Amendment No. 2 on Form 10-K/A the required unaudited financial statements for the 2014 and 2012 fiscal years.
Effective January 1, 2009, Brazil adopted International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial statements of MSA for 2014, 2013, and 2012 have been prepared in accordance with IFRS as issued by the IASB. Reconciliations between IFRS as issued by the IASB and U.S. GAAP are not required pursuant to SEC Release numbers 33-8879 and 34-57026.
Item 15 is the only portion of the Annual Report being supplemented or amended by this Amendment No. 2 on Form 10-K/A. Additionally, in connection with the filing of this Amendment No. 2 on Form 10-K/A and pursuant to SEC rules, Meritor is including the consents of the independent auditors of MSA and currently dated certifications. This Amendment No. 2 on Form 10-K/A does not otherwise update any exhibits as originally filed, except for Exhibits 10-a-4, 10-a-5, 10-a-6, 10-b-2, 3-b-1, 3-b-2, 21-a, and 23-d, and does not otherwise reflect events occurring after the original filing date of the Annual Report. Accordingly, this Amendment No. 2 on Form 10-K/A should be read in conjunction with Meritor’s filings with the SEC subsequent to the filing of the Annual Report.

2



PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements.
Meritor
The following financial statements and related notes were filed as part of the Annual Report filed with the SEC on November 20, 2014 (all financial statements listed below are those of the company and its consolidated subsidiaries):
Consolidated Statement of Operations, years ended September 30, 2014, 2013 and 2012.
Consolidated Statement of Comprehensive Income (Loss), years ended September 30, 2014, 2013, and 2012.
Consolidated Balance Sheet, September 30, 2014 and 2013.
Consolidated Statement of Cash Flows, years ended September 30, 2014, 2013 and 2012.
Consolidated Statement of Equity (Deficit), years ended September 30, 2014, 2013 and 2012.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.

Meritor WABCO Vehicle Control Systems
The following financial statements and related notes of Meritor WABCO Vehicle Control Systems were filed as part of Amendment No. 1 on Form 10-K/A to the Annual Report filed with the SEC on December 12, 2014 (the "2014 10-K/A") pursuant to Rule 3-09 of Regulation S-X:
Balance Sheets, September 30, 2014 (Unaudited) and 2013 (Audited).
Statements of Net Income and Cash Flows, years ended September 30, 2014 (Unaudited), 2013 (Audited), and 2012 (Unaudited).
Independent Auditors’ Report.

Master Sistemas Automotivos Ltda.
The following financial statements and related notes of Master Sistemas Automotivos Ltda. are included in this Amendment No. 2 on Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:
Balance Sheets, December 31, 2014 (Unaudited) and 2013 (Audited).
Statements of Income, Comprehensive Income, Changes in Shareholders’ Equity, and Cash Flows, years ended December 31, 2014 (Unaudited) 2013 (Audited), and 2012 (Unaudited).
Independent Auditors’ Report.



3






Master Sistemas Automotivos Ltda.

Financial Statements
For the Years
Ended December 31, 2014 (Unaudited), 2013, and 2012 (Unaudited) and Independent Auditor’s Report

Deloitte Touche Tohmatsu Auditores Independentes








4


INDEPENDENT AUDITORS’ REPORT


To the Board of Directors and Shareholders of
Master Sistemas Automotivos Ltda.
Caxias do Sul, RS

We have audited the accompanying financial statements of Master Sistemas Automotivos Ltda. (the "Company"), which comprise the balance sheet as of December 31, 2013, and the related statements of income, comprehensive income, changes in
shareholer´s equity, and cash flows for the year then ended and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Master Sistemas Automotivos Ltda. as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB).

Other-matter paragraph

The financial statements comprising the balance sheet as at December 31, 2014 and the related statements of income, comprehensive income , changes in equity and cash flows for the year then ended were not audited by us and consequently we do not express an opinion on them.


April 30, 2014


/s/ DELOITTE TOUCHE TOHMATSU
DELOITTE TOUCHE TOHMATSU
Auditores Independentes


5


MASTER SISTEMAS AUTOMOTIVOS LTDA.
BALANCE SHEETS AS OF DECEMBER 31, 2014 (UNAUDITED) AND 2013
(In thousands of Brazilian reais - R$)
ASSETS
 
Note
 
12/31/2014
 
12/31/2013
CURRENT ASSETS
 
 
 
Unaudited
 
 
Cash and cash equivalents
 
4
 
176,274

 
71,252

Short-term investments not immediately redeemable
 
5
 
18,546

 
34,085

Trade receivables
 
6
 
28,989

 
45,236

Recoverable taxes
 
7
 
7,231

 
6,521

Inventories
 
8
 
41,937

 
57,210

Prepaid expenses
 
 
 
481

 
364

Other receivables
 
 
 
684

 
1,002

Total current assets
 
 
 
274,142

 
215,670

NON-CURRENT ASSETS
 
 
 
 
 
 
Recoverable taxes
 
7
 
609

 
987

Retirement benefit plan
 
14
 
140

 
451

Escrow deposits
 
 
 
642

 
606

Other investments
 
 
 
26

 
26

Property, plant and equipment
 
10
 
90,027

 
92,044

Intangible assets
 
11
 
8,235

 
8,751

Total non-current assets
 
 
 
99,679


102,865

TOTAL ASSETS
 
 
 
373,821


318,535

 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
Note
 
12/31/2014

 
12/31/2013

CURRENT LIABILITIES
 
 
 
Unaudited
 

Trade payables
 
 
 
11,991

 
15,593

Borrowings and financing
 
12
 
2,767

 
605

Taxes and contributions payable
 
 
 
3,441

 
3,396

Salaries payable
 
 
 
892

 
1,074

Accrued vacation and related taxes
 
 
 
2,438

 
4,271

Dividends and interest on capital payable
 
18
 
30,992

 
42,266

Employee and management profit sharing
 
 
 
2,805

 
2,997

Advances from customers
 
 
 
598

 
1,743

Amounts due to related parties
 
13
 
150

 
150

Other payables
 
 
 
3,648

 
1,813

Total current liabilities
 
 
 
59,722

 
73,908

NON-CURRENT LIABILITIES
 
 
 
 
 
 
Borrowings and financing
 
12
 
181,154

 
110,078

Amounts due to related parties
 
13
 
602

 
753

Provision for tax, social security and labor risks
 
15
 
340

 
182

Contributions payable
 
 
 
1,512

 
2,273

Deferred taxes
 
21
 
5,427

 
4,779

Other payables
 
 
 
164

 
440

Total non-current liabilities
 
 
 
189,199

 
118,505

EQUITY
 
 
 
 
 
 
Share capital
 
17
 
60,000

 
60,000

Earnings reserve
 
 
 
59,492

 
59,492

Retained earnings
 
 
 
5,408

 
6,630

Total equity
 
 
 
124,900


126,122

TOTAL LIABILITIES AND EQUITY
 
 
 
373,821


318,535

The accompanying notes are an integral part of these financial statements.

6


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2014 (UNAUDITED), 2013, AND, 2012 (UNAUDITED)
(In thousands of Brazilian reais - R$)
 
Note
 
2014
 
2013
 
2012
 
 
 
Unaudited
 
 
 
Unaudited
NET OPERATING REVENUE
19
 
433,221

 
518,063

 
379,419

COST OF SALES AND SERVICES
20
 
(361,577
)
 
(422,131
)
 
(316,358
)
GROSS PROFIT
 
 
71,644

 
95,932

 
63,061

 
 
 
 
 
 
 
 
OPERATING INCOME (EXPENSES)
 
 
 
 
 
 
 
Selling expenses
20
 
(18,119
)
 
(19,325
)
 
(13,034
)
General and administrative expenses
20
 
(16,495
)
 
(17,396
)
 
(14,922
)
Equity in associate
9
 

 
15,385

 
22,922

Other operating expenses, net
20
 
(4,070
)
 
(4,408
)
 
(1,896
)
 
 
 
(38,684
)
 
(25,744
)
 
(6,930
)
OPERATING PROFIT BEFORE FINANCE INCOME (EXPENSES)
 
 
32,960


70,188

 
56,131

 
 
 
 
 
 
 
 
FINANCE INCOME (EXPENSES)
 
 
 
 
 
 
 
Finance income
22
 
20,222

 
13,332

 
15,054

Finance expense
22
 
(11,680
)
 
(9,038
)
 
(7,754
)
Foreign exchange gains
22
 

 
699

 
488

Finance income (expense), net
 
 
8,542

 
4,993

 
7,788

PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION
 
 
41,502


75,181

 
63,919

 
 
 
 
 
 
 
 
INCOME TAX AND SOCIAL CONTRIBUTION
 
 
 
 
 
 
 
Current
21
 
(10,118
)
 
(15,336
)
 
(8,743
)
Deferred
21
 
(672
)
 
(824
)
 
(1,618
)
NET PROFIT FOR THE YEAR
 
 
30,712


59,021

 
53,558


The accompanying notes are an integral part of these financial statements.


7


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2014 (UNAUDITED) 2013, AND 2012 (UNAUDITED)
(In thousands of Brazilian reais - R$)
 
2014
 
2013
 
2012
 
Unaudited
 
 
 
Unaudited

NET PROFIT FOR THE YEAR
30,712

 
59,021

 
53,558

 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME
 
 
 
 
 
Items that will be reclassified subsequently to profit for the year:
 
 
 
 
 
Actuarial gains (losses) on retirement benefit plan
(70
)
 
(1
)
 
97

Deferred income tax and social contribution on other comprehensive income
24

 

 
(33
)
Other comprehensive income of associate accounted for under the equity method of accounting

 

 
46

 
(46
)
 
(1
)
 
110

COMPREHENSIVE INCOME FOR THE YEAR
30,666


59,020

 
53,668


The accompanying notes are an integral part of these financial statements.

8


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2014 (UNAUDITED), 2013, AND 2012 (UNAUDITED)
(In thousands of Brazilian reais - R$)
 
Note
 
Share Capital
 
Earnings
reserve
 
Retained
earnings
 
Total
BALANCES AT JANUARY 01, 2012
 
 
160,000

 
129,216

 
17,360

 
306,576

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
53,558

 
53,558

Other comprehensive income
 
 

 

 
110

 
110

Comprehensive income for the year






53,668


53,668

Prepaid dividends
 
 

 

 
(1,205
)
 
(1,205
)
Interest on capital
 
 

 

 
(14,986
)
 
(14,986
)
Payment of dividends
 
 

 
(62,854
)
 

 
(62,854
)
Earnings reserve
 
 

 
39,583

 
(39,583
)
 

BALANCE AT DECEMBER 31, 2012 (Unaudited)
 
 
160,000


105,945


15,254


281,199

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
59,021

 
59,021

Other comprehensive income
 
 

 

 
(1
)
 
(1
)
Comprehensive income for the year
 
 

 

 
59,020

 
59,020

Capital reduction
17
 
(126,003
)
 
(9,649
)
 
(7,048
)
 
(142,700
)
Capital increase
17
 
26,003

 
(26,003
)
 

 

Payment of dividends
18
 

 
(26,522
)
 

 
(26,522
)
Interest on capital
18
 

 

 
(8,952
)
 
(8,952
)
Distribution of dividends
18
 

 

 
(35,923
)
 
(35,923
)
Earnings reserve
 
 

 
15,721

 
(15,721
)
 

BALANCES AT DECEMBER 31, 2013
 
 
60,000

 
59,492

 
6,630

 
126,122

 
 
 
 
 
 
 
 
 
 
Net profit for the year
 
 

 

 
30,712

 
30,712

Other comprehensive income
 
 

 

 
(46
)
 
(46
)
Comprehensive income for the year
 
 

 

 
30,666


30,666

Interest on capital
18
 

 

 
(5,975
)
 
(5,975
)
Payments of dividends
18
 

 

 
(25,914
)
 
(25,914
)
BALANCE AT DECEMBER 31, 2014 (Unaudited)
 
 
60,000


59,492

 
5,407


124,899


The accompanying notes are an integral part of these financial statements.

9


MASTER SISTEMAS AUTOMOTIVOS LTDA.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 (UNAUDITED), 2013, AND 2012 (UNAUDITED)
(In thousands of Brazilian reais - R$)
 
Note
 
2014
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
Unaudited
 
 
 
Unaudited
Net profit before income tax and social contribution
 
 
41,502

 
75,181

 
63,919

Adjustments to reconcile net profit before income tax and social contribution to cash generated by operating activities:
 
 
 
 
 
 
 
Gain (loss) from sale of property, plant and equipment
 
 
(1,029
)
 
(144
)
 
(177
)
Depreciation of property, plant and equipment
10
 
10,304

 
9,796

 
9,468

Amortization of intangible assets
11
 
1,520

 
1,454

 
1,268

Exchange differences on borrowings
 
 

 
3

 
(118
)
Interest and charges on borrowings and financing
 
 
8,086

 
7,147

 
3,387

Share of profits of associate
9
 

 
(15,385
)
 
(22,922
)
Changes in assets and liabilities
 
 
 
 
 
 
 
(Increase) decrease in trade receivables
 
 
16,382

 
2,346

 
8,675

(Increase) decrease in short-term investments
5
 
15,539

 
(34,085
)
 

(Increase) decrease in inventories
 
 
15,273

 
(13,724
)
 
6,433

(Increase) decrease in other receivables
 
 
144

 
(2,134
)
 
952

Increase (decrease) in trade payables
 
 
(3,982
)
 
(2,307
)
 
(6,149
)
Increase (decrease) in payables and provisions
 
 
(3,148
)
 
2,062

 
(6,597
)
Income tax and social contribution paid
 
 
(10,287
)
 
(16,912
)
 
(9,660
)
Dividends and interest on capital received
 
 

 
9,194

 
36,781

Interest paid on borrowings
 
 
(5,622
)
 
(5,130
)
 
(4,283
)
Net cash generated by operating activities
 
 
84,682


17,362

 
80,977

 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
Purchase of property, plant and equipment
10
 
(9,378
)
 
(11,819
)
 
(10,443
)
Purchase of intangible assets
11
 
(391
)
 
(31
)
 
(1,265
)
     Proceeds of property, plant and equipment
 
 
2,500

 
737

 
242

Net cash used in investing activities
 
 
(7,269
)
 
(11,113
)
 
(11,466
)
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
Dividends and interest on capital paid
18
 
(42,265
)
 
(41,733
)
 
(74,704
)
Borrowings from related parties
 
 
(151
)
 
(151
)
 
(107
)
Third-party borrowings
 
 
70,609

 
91,002

 
3,976

Repayment of borrowings and financing
 
 
(584
)
 
(48,286
)
 
(42,560
)
Net cash generated by (used in) financing activities
 
 
27,609

 
832

 
(113,395
)
 
 
 
 
 
 
 
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
 
105,022

 
7,081

 
(43,884
)
Cash and cash equivalents at the beginning of the year
4
 
71,252

 
64,171

 
108,055

Cash and cash equivalents at the end of the year
4
 
176,274

 
71,252

 
64,171


The accompanying notes are an integral part of these financial statements.


10


MASTER SISTEMAS AUTOMOTIVOS LTDA.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2014 (UNAUDITED), 2013, AND 2012 (UNAUDITED)
(Amounts in thousands of Brazilian reais - R$, unless otherwise stated)

1.
GENERAL INFORMATION
Master Sistemas Automotivos Ltda. (“Company”) is a limited liability company established in Brazil with its head office and principal place of business at Rua Atílio Andreazza, 3520, in Caxias do Sul, RS, and is a jointly controlled entity of Randon S.A. Implementos e Participações (“Randon”) and Meritor do Brasil Sistemas Automotivos Ltda. (“Meritor”) whereby Randon owns 51% and Meritor owns 49% The Company was incorporated on April 24, 1986, have started its operations in April 1987, and is engaged in the development, manufacture, sale, assembly, distribution, import and export of movement control systems for buses, trailers and trucks and their parts and components.
On June 18, 2013, pursuant to the 23rd amendment to the articles of organization, the shareholders decided, by unanimous vote, without reserves or restrictions, to reduce the Company’s capital by transferring the shares held by the Company in the capital of Suspensys Sistemas Automotivos Ltda. to the shareholders of Randon S.A. Implementos e Participações and Meritor do Brasil Sistemas Automotivos Ltda. This amendment is detailed in note 17.
Until June 2013, the Company held a 53.177% interest in Suspensys Sistemas Automotivos Ltda. (“Suspensys”), which has its head office and principal place of business in Caxias do Sul, RS and is engaged in the manufacture and sale of air and mechanical suspension systems for trucks, buses and trailers, axles for trailers, third axles, hubs and drums for trucks, buses and trailers, and the provision of technical assistance services for its products.

2.
PRESENTATION OF FINANCIAL STATEMENTS
The Company’s Financial Statements for the years ended on December 31, 2014 (unaudited), 2013 and 2012 (unaudited) have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB).
The Company adopted all rules, revision of rules, and interpretations issued by IASB and that are applicable for the year ended on December 31, 2014.
The summary of the principal accounting policies adopted by the Company is detailed in note 3.
The financial statements were approved by the Company's executive committee and authorized for issue on April 30, 2015.

3.
SIGNIFICANT ACCOUNTING POLICIES

3.1.
Basis of preparation

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

3.2.
Functional currency and presentation currency

The financial statements are presented in thousands of reais, which is the Company's functional currency. All financial information presented in thousands of reais was rounded to the closest value.

3.3.
Critical accounting judgments and key estimates and assumptions

In the application of accounting policies, Management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Significant assets and liabilities subject to these estimates and assumptions include the residual value and useful lives of property, plant and equipment, the allowance for doubtful debts, impairment of inventories, the realization of deferred taxes, and the provision for labor and social security risks. The estimates and underlying assumptions

11


are reviewed on an ongoing basis. The effects of revisions to accounting estimates are recognized in the period in which the estimate is reviewed. Actual results may differ from these estimates due to uncertainties inherent in such estimates.

3.4.
Revenue recognition

Revenue is recognized on an accrual basis.

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the economic benefits associated with the transaction will flow to the Company;

the costs incurred or to be incurred in respect of the transaction can be measured reliably; and

Specifically, revenue from the sale of goods is recognized when goods are delivered and legal title is passed.

3.5.
Foreign currency

In preparing the Company’s financial statements, transactions in currencies other than the Company’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items are recognized in profit or loss in the period in which they arise.

3.6.
Current and non-current assets


Cash and Cash Equivalents


Include cash on hand and in banks and short-term investments redeemable in up to 90 days from the investment date. Short-term investments are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These investments are carried at cost plus yield accrued through the end of the reporting period, which approximates their fair values.

Short-term investments not immediately redeemable

The classification of short-term investments depends on the purpose for which the investment was acquired and these investments are adjusted to fair value. When applicable, the costs directly attributable to the acquisition of a financial asset are added to the amount originally recognized.

Trade receivables

Trade receivables are recognized at the billed amount, including the related taxes and reduced to their present value at the end of the reporting period, when applicable.

Allowances for doubtful debts are recognized based on estimated irrecoverable amounts determined by reference to the Company's past default experience and an analysis of the debtor's current financial position.


12


Inventories

Inventories are stated at the lower of cost and net realizable value. Costs of inventories are determined under the weighted average cost method.Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

The allowances for slow-moving or obsolete inventories are recognized when considered necessary by Management.

Investments in associates

An associate is an entity over which the Company has significant influence and that does not qualify as a subsidiary or a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The profit or loss, assets, and liabilities of associates are included in the financial statements by the equity method of accounting. Under the equity method of accounting, investments in associates are initially recognized at cost and subsequently adjusted for purposes of recognition of the Company’s share in profit or loss and other comprehensive income of an associate. When the Company’s share of losses of an associate exceeds its interest in the associate (including any long-term investment which, in substance, is included in the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Further losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company's subsidiary conducts a transaction with an associate, the resulting profits or losses are recognized only proportionately to the interests held in the associate not related to the Company.

As mentioned in note 17, on June 18, 2013 the Company reduced its capital by transferring the shares held in the capital of Suspensys Sistemas Automotivos Ltda. to the shareholders Randon S.A. Implementos e Participações and Meritor do Brasil Sistemas Automotivos Ltda.

Property, plant and equipment

Carried at cost of acquisition, formation or construction, less accumulated depreciation and accumulated impairment losses. Properties in the course of construction are carried at cost. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Company's accounting policy (note 3.9). Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Land is not depreciated. For the other classes of property, plant and equipment, depreciation is calculated using the straight-line method at the rates mentioned in note 10, which take into consideration the estimated useful lives of assets. The estimated useful life and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of a property and equipment item is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost, less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

An intangible asset is derecognized on disposal or when no future economic benefits are expected from use. Gain or loss arising from derecognition of an intangible asset, measured as the difference between the net

13


disposal proceeds and the carrying amount of the asset, is recognized in profit or loss when the asset is derecognized.

3.7.
Impairment of tangible and intangible assets
At the end of each reporting period (or earlier when the need is identified), the Company reviews the carrying amount of its tangible and intangible assets to determine where there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, as long as the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years/periods. A reversal of an impairment loss is recognized immediately in profit or loss.

3.8.
Discount to present value
Monetary assets and liabilities are discounted to present value when the effect is considered material in relation to the financial statements taken as a whole. The discount to present value is calculated based on an interest rate that reflects the timing and risk of each transaction.
Trade receivables are discounted to present value with a corresponding entry in sales revenue in the statements of income, and the difference between the present value of a transaction and the face value of the billing is considered as financial income and will be recognized based on the amortized cost and the effective long-term rate of the transaction.
The discount to present value of purchases is recorded in “trade payables” and “inventories”, and its realization has a corresponding entry in line item “finance expenses” over maturity date of trade payables.

3.9.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets.
Income on investments earned on the short-term investment of funds of specific borrowings not yet spent on the qualifying assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in profit or loss in the year in which they are incurred.

3.10.
Retirement benefit plan
The Company is the sponsor of a defined contribution plan with minimum guaranteed benefits and the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Actuarial gains and losses are immediately recognized in equity (Other comprehensive income) according to the available option in paragraph 93A IAS 19 - Employee Benefits.

3.11.
Financial instruments

(a)
Classification and measurement
The classification depends on the purpose for which the financial assets and liabilities were acquired or contracted. The Company’s management classifies its financial assets and liabilities at the time of initial contracting.
Loans and receivables measured at amortized cost

14


Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade receivables and cash and cash equivalents) are measured at amortized cost using the effective interest method, less any impairment.
Financial liabilities measured at amortized cost
Borrowings are initially recognized, upon receipt of funds, net of transaction costs. They are subsequently measured at amortized cost. The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument.

3.12.
Provisions
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products, at Management's best estimate of the expenditure required to settle the Company's obligation.

3.13.
Tax incentive (FUNDOPEM)
Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.
Subsidized loans, directly or indirectly provided by the Government, obtained at interest rates lower than market, are treated as government grants, measured at the difference between the amounts raised and the fair value of the borrowing calculated using market interest rates.

3.14.
Income tax and social contribution
Current taxes
The provision for income tax and social contribution is based on the taxable profit for the year. Taxable profit differs from profit as reported in the statements of income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The provision for income tax and social contribution is calculated based on rates prevailing at the end of the reporting period (15% plus a 10% surtax on taxable profit exceeding R$ 20 per month for Income Tax and 9% on taxable profit for Social Contribution on Profit).

Deferred taxes
Deferred taxes are recognized on temporary differences at the end of each annual reporting period between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred taxes for the period
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized

15


in other comprehensive income or directly in equity, in which case, current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

3.15.
Standards, interpretations and amendments to existing standards not yet effective and which were not early adopted by the Company

Several standards, amendments to standards and IFRS interpretations issued by the IASB have not yet come into effect for the year ended December 31, 2014, as follows:
Standard
Main requirements
Effective for annual periods beginning on or after
IFRS 9 - Financial Instruments
Financial instruments
January 1, 2018
Amendments to IFRS 9 and IFRS 7 - Date of mandatory adoption of IFRS 9 and Transition Disclosures
Date of mandatory adoption of IFRS 9 and Transition Disclosures
January 1, 2015
IFRS 14 - Regulatory Deferral Accounts
Permits an entity which is a first-time adopter of International Financial Reporting Standards to continue to account, with some limited changes, for 'regulatory deferral account balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements
January 1, 2016
IFRS 15 - Revenue from contractors with customers
Provides a single, principles based five-step model to be applied to all contracts with customers
January 1, 2017
Amendments to IFRS 11
Require an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, expect for those principles that conflict with the guidance in IFRS 11. Disclose the information required by IFRS 3
January 1, 2016
Amendments to IAS 16 and IAS 38
Clarification of acceptable methods of depreciation and amortization
January 1, 2016
Amendments to IAS 16 and IAS 41
Define a bearer plant and require biological assets that meet such definition to be accounted for as property, plant and equipment
January 1, 2016
Amendments to IAS 27
Allow the use of equity method in separate financial statements
January 1, 2016
Amendments to IFRS 10 and IAS 28
Sale or contribution of assets between an investor and its associate or joint venture
January 1, 2016
Annual improvements (2012-2014 cycle) in several accounting pronouncements
Makes amendments in the standards: IFRS 5, IFRS 7, IAS 9, IAS 34
January 1, 2016
Amendments to IAS 1
Disclosure Initiative
January 1, 2016
Amendments to IFRS 10, IFRS 12 and IAS 28
Investment Entities: applying the consolidation exception
July 1, 2016

Considering the current operations of the Company, management is still assessing if these changes will have any impact on its financial statements.



16


4.
CASH AND CASH EQUIVALENTS
Short-term investments refer to bank certificates of deposit (CDBs), pegged to the interbank certificates of deposit rate (CDI) fluctuation that have original maturities of less than 90 days. The yield on these short-term investments is as follows:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
Cash and banks
1,302

 
4,294

Cash in transit
2,752

 
1,827

Short-term investments:
 
 
 
CDB - 75.00% of CDI

 
1,556

CDB - 85.00% of CDI
1,019

 

CDB - 90.00% to 95.99% of CDI
5,796

 

CDB - 97.50% to 99.99% of CDI
16,207

 
4,436

CDB - 100.00% to 100.99% of CDI
64,181

 
12,613

CDB - 102.00% to 102.99% of CDI
85,017

 
46,526

 
172,220

 
65,131

Total
176,274

 
71,252


5.
SHORT-TERM INVESTMENTS NOT IMMEDIATELY REDEEMABLE
Investments in bank certificates of deposit (CDBs) and in local currency (R$) held in top tier banks, as follows:
Short-term investments:
12/31/2014
 
12/31/2013
 
Unaudited
 
 
CDB - 102.00% to 102.99%
18,546

 
34,085

Total
18,546

 
34,085


6.
TRADE RECEIVABLES

Trade receivables are as follows:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
Trade receivables from third parties – domestic
15,093

 
24,783

Trade receivables from third parties – foreign
215

 
2,420

Trade receivables from related parties – domestic
8,960

 
13,899

Trade receivables from related parties – foreign
4,832

 
4,134

Allowance for doubtful debts
(111
)
 

Total
28,989

 
45,236















17



The aging of past-due trade receivables is as follows:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
1 to 30 days
5,802

 
8,695

31 to 60 days
419

 
668

61 to 90 days
222

 
106

91 to 180 days
240

 
346

Over 180 days
217

 
120

Past-due amounts
6,900

 
9,935

Current amounts
22,089

 
35,301

Total
28,989

 
45,236


Change on the allowance for doubtful debts:
 
12/31/2014
 
Unaudited
Balance at the beginning of the year

Allowance recognized
(111
)
Balance at the end of the year
(111
)

To determine whether or not trade receivables are recoverable, the Company takes into consideration any change in the customer’s creditworthiness from the date the credit was originally granted to the end of the reporting period. The Company does not hold any collateral or other credit enhancement over these receivables.

7.
RECOVERABLE TAXES

Recoverable taxes are as follows:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
Federal VAT (PIS)
111

 
485

State VAT (ICMS)
1,442

 
1,362

Tax on revenue (PIS and COFINS)
206

 
171

Corporate Income Tax (IRPJ) and Social Contribution on Profit (CSLL)
1,105

 
540

Taxes recoverable on imports
1,438

 
1,862

ICMS on purchases of property, plant and equipment
1,376

 
1,411

PIS and COFINS on purchases of property, plant and equipment
1,344

 
954

Other recoverable taxes
818

 
723

Total
7,840

 
7,508

Current
7,231

 
6,521

Non-current
609

 
987

Recoverable taxes in non-current assets comprise ICMS, PIS and COFINS on purchases of property, plant and equipment for which the realization, pursuant to current relevant legislation, occurs in 48 monthly installments.

18



8.
INVENTORIES

Inventories comprise:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
Finished products
7,648

 
4,767

Work in process
5,934

 
11,277

Raw materials
15,458

 
23,893

Inventories in transit
7,993

 
2,328

Provision for inventory losses
(391
)
 

Advances to suppliers
745

 
947

Imports in transit
4,550

 
13,998

Total
41,937


57,210

The provision for inventory losses refers to probable losses arising from the adjustment of inventories to their realizable values. Change on this provision was as follows:
 
12/31/2014
 
Unaudited
Balance at the beginning of the year

Provision recognized
(391
)
Balance at the end of the year
(391
)
The cost of inventories recognized as expense during the year ended December 31, 2014, related to continuing operations, was R$ 361,577 (R$ 422,131 at December 31, 2013 and R$ 316,358 for the year ended December 31, 2012).
Management expectations are that these inventories will be recovered in a period of less than twelve months.


9.
INVESTMENTS – INVESTMENT IN ASSOCIATE
The changes in the investment in associate Suspensys Sistemas Automotivos Ltda. are as follows:

 
12/31/2013
 
12/31/2012
 

 
Unaudited
Opening balance
128,805

 
146,126

Interest on capital receivable
(1,490
)
 
(7,125
)
Equity in associate
15,385

 
22,922

Dividends receivable

 
(1,871
)
Dividends received

 
(31,293
)
Other comprehensive income

 
46

Distribution of share units to Randon - (see note 17).
(142,700
)
 

Closing balance

 
128,805



19


Reconciliation of the equity investment at Suspensy’s net income:
 
12/31/2013
 
12/31/2012
 

 
Unaudited
Suspensys' net income
28,931 (*)

 
43,106

Master's ownership on Suspensys
53.177
%
 
53.177
%
Equity in associate
15,385

 
22,922

(*) The equity in associate was calculated through May 31, 2013 due to the amendment to the articles of organization in June 2013, with the transfer of the share units held by the Company in Suspensys to the companies Randon and Meritor, as detailed in note 17.

The summarized financial information on Suspensys Sistemas Automotivos is as follows:
 
05/31/2013
 
12/31/2012
ASSETS
 
 
Unaudited
CURRENT ASSETS
 
 
 
Cash and cash equivalents
94,384

 
79,719

Trade receivables
106,048

 
85,909

Inventories
63,817

 
50,176

Other current assets
12,184

 
6,850

Total current assets
276,433

 
222,654

 
 
 
 
NON-CURRENT ASSETS
 
 
 
Property, plant and equipment and intangible assets
221,976

 
207,997

Other non-current assets
8,593

 
7,972

Total non-current assets
230,569

 
215,969

Total assets
507,002

 
438,623


20


 
05/31/2013
 
12/31/2012
LIABILITIES

 
Unaudited
CURRENT LIABILITIES
 
 
 
Trade payables
61,474

 
37,779

Borrowings and financing
23,041

 
24,466

Dividends and Interest on capital
17,290

 
14,908

Other current liabilities
29,108

 
20,093

Total current liabilities
130,913

 
97,246

NON-CURRENT LIABILITIES
 
 
 
Borrowings and financing
98,560

 
87,473

Deferred taxes
3,735

 
6,436

Other non-current liabilities
5,445

 
5,248

Total non-current liabilities
107,740

 
99,157

 
 
 
 
SHAREHOLDERS’ EQUITY
268,349

 
242,220

 
 
 
 
Total liabilities and shareholders’ equity
507,002

 
438,623

 
 
 
 
Company's share in associate's net assets
142,700

 
128,805

Company's share in associate's contingent liabilities
538

 
490

 
05/31/2013
 
12/31/2012
STATEMENTS OF INCOME

 
Unaudited
Net operating revenue
396,639

 
730,941

Cost of sales
(324,932
)
 
(621,150
)
GROSS PROFIT
71,707

 
109,791

Operating expenses, net
(30,386
)
 
(60,634
)
Finance income, net
(1,472
)
 
6,888

PROFIT BEFORE TAXES
39,849

 
56,045

Income tax and social contribution
(10,918
)
 
(12,939
)
NET PROFIT FOR THE YEAR
28,931

 
43,106


10.
PROPERTY, PLANT AND EQUIPMENT

a)
Balance breakdown
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
Cost
196,144

 
189,479

Accumulated depreciation
(106,117
)
 
(97,435
)
 
90,027

 
92,044








21



 
Annual
depreciation
rate (%)
 
12/31/2014
 
12/31/2013
 
 
Cost
 
Accumulated
depreciation
 
Net
 
Net
 
 
 
Unaudited
 
 
Land
 
 
4,400

 

 
4,400

 
4,400

Buildings
2
%
 
28,249

 
(6,671
)
 
21,578

 
22,015

Machinery and equipment
9
%
 
121,650

 
(77,172
)
 
44,478

 
48,444

Molds
16
%
 
21,743

 
(15,673
)
 
6,070

 
7,162

Furniture and fixtures
11
%
 
6,999

 
(3,961
)
 
3,038

 
3,117

Vehicles
11
%
 
2,011

 
(1,475
)
 
536

 
465

Computer equipment
17
%
 
1,620

 
(1,165
)
 
455

 
637

Advances to suppliers
 
 
50

 

 
50

 
121

Property, plant and equipment in progress (*)
 
 
9,422

 

 
9,422

 
5,683

Total
 
 
196,144

 
(106,117
)
 
90,027

 
92,044



b)
Movement in the cost:
 
Balance at
 
 
 
 
 
 
 
Balance at
 
1/1/2014
 
Additions
 
Disposals
 
Transfers
 
12/31/2014
 
Unaudited
Land
4,400

 

 

 

 
4,400

Buildings
28,223

 
11

 

 
15

 
28,249

Machinery and equipment
119,532

 
675

 
(1,763
)
 
3,206

 
121,650

Molds
21,518

 
342

 
(1,199
)
 
1,082

 
21,743

Furniture and fixtures
6,542

 
390

 

 
67

 
6,999

Vehicles
1,845

 
242

 
(76
)
 

 
2,011

Computer equipment
1,615

 
5

 

 

 
1,620

Advances to suppliers
121

 
105

 
(55
)
 
(121
)
 
50

Property, plant and equipment in progress (*)
5,683

 
7,988

 

 
(4,249
)
 
9,422

Total
189,479

 
9,758

 
(3,093
)
 

 
196,144

 
Balance at
 

 

 

 
Balance at
 
1/1/2013
 
Additions
 
Disposals
 
Transfers
 
12/31/2013



 

 

 

 

Land
4,400

 

 

 

 
4,400

Buildings
28,056

 

 

 
167

 
28,223

Machinery and equipment
110,135

 
4,906

 
(289
)
 
4,780

 
119,532

Molds
17,633

 
2,574

 
(221
)
 
1,532

 
21,518

Furniture and fixtures
6,259

 
260

 
(53
)
 
76

 
6,542

Vehicles
1,894

 
76

 
(125
)
 

 
1,845

Computer equipment
1,496

 
177

 
(63
)
 
5

 
1,615

Advances to suppliers
1,461

 
219

 

 
(1,559
)
 
121

Property, plant and equipment in progress (*)
6,969

 
3,715

 

 
(5,001
)
 
5,683

Total
178,303

 
11,927

 
(751
)
 

 
189,479


22


 
Balance at
01/01/2012
 
Additions
 
Disposals
 
Transfers
 
Balance at
12/31/2012
 
 
 
Unaudited
 
 
Land
4,400

 

 

 

 
4,400

Buildings
28,015

 
41

 

 

 
28,056

Machinery and equipment
107,317

 
3,220

 
(402
)
 

 
110,135

Molds
16,808

 
825

 

 

 
17,633

Furniture and fixtures
6,162

 
97

 

 

 
6,259

Vehicles
1,835

 
94

 
(35
)
 

 
1,894

Computer equipment
1,442

 
58

 
(4
)
 

 
1,496

Advances to suppliers

 
1,461

 

 

 
1,461

Property, plant and equipment in progress (*)
2,322

 
4,647

 

 

 
6,969

Total
168,301

 
10,443

 
(441
)
 

 
178,303

(*) The amount of R$ 9,422 in 2014 (R$ 5,683 in 2013 and R$ 6,969 in 2012) recognized in property, plant and equipment in progress refers to machinery and tools acquired for the expansion of the production process that have not been installed at the factory.

c)
Movement in accumulated depreciation:
 
Balance at 01/01/2014
 
Additions
 
Disposals
 
Transfers
 
Balance at 12/31/2014
 
Unaudited
Buildings
(6,208
)
 
(463
)
 

 

 
(6,671
)
Machinery, equipment and molds
(85,444
)
 
(9,000
)
 
1,598

 

 
(92,846
)
Furniture and fixtures
(3,425
)
 
(535
)
 

 

 
(3,960
)
Vehicles
(1,380
)
 
(120
)
 
24

 

 
(1,476
)
Computer equipment
(978
)
 
(186
)
 

 

 
(1,164
)
Total
(97,435
)
 
(10,304
)
 
1,622

 

 
(106,117
)
 
 
 
 
 
 
 
 
 
 
 
Balance at 01/01/2013
 
Additions
 
Disposals
 
Transfers
 
Balance at 12/31/2013
Buildings
(5,747
)
 
(461
)
 

 

 
(6,208
)
Machinery, equipment and molds
(76,931
)
 
(8,548
)
 
35

 

 
(85,444
)
Furniture and fixtures
(2,940
)
 
(504
)
 
19

 

 
(3,425
)
Vehicles
(1,320
)
 
(107
)
 
47

 

 
(1,380
)
Computer equipment
(859
)
 
(176
)
 
57

 

 
(978
)
Total
(87,797
)
 
(9,796
)
 
158

 

 
(97,435
)
 
 
 
 
 
 
 
 
 
 
 
Balance at 01/01/2012
 
Additions
 
Disposals
 
Transfers
 
Balance at 12/31/2012
 
Unaudited
Buildings
(5,289
)
 
(458
)
 

 

 
(5,747
)
Machinery, equipment and molds
(69,076
)
 
(8,224
)
 
369

 

 
(76,931
)
Furniture and fixtures
(2,439
)
 
(501
)
 

 

 
(2,940
)
Vehicles
(1,219
)
 
(104
)
 
3

 

 
(1,320
)
Computer equipment
(681
)
 
(181
)
 
3

 

 
(859
)
Total
(78,704
)
 
(9,468
)
 
375

 

 
(87,797
)



23


11.
INTANGIBLE ASSETS
 
Annual amortization rate
 
Balance at
12/31/2013
 
Additions
 
Transfers
 
Balance at
12/31/2014

 
 

 
Unaudited
Software:
 
 
 
 
 
 
 
 
 
Cost
12.7%
 
12,646

 
1,002

 

 
13,648

Accumulated amortization
 
 
(3,914
)
 
(1,520
)
 

 
(5,434
)
 
 
 
8,732

 
(518
)
 

 
8,214

Intangible assets in progress
 
 
19

 
2

 

 
21

Total
 
 
8,751

 
(516
)
 

 
8,235

 
Annual amortization rate
 
Balance at
12/31/2012
 
Additions
 
Transfers
 
Balance at
12/31/2013

 
 
Unaudited
 
 
 
 
 
 
Software:
 
 
 
 
 
 
 
 
 
Cost
12.7%
 
12,614

 
12

 
20

 
12,646

Accumulated amortization
 
 
(2,460
)
 
(1,454
)
 

 
(3,914
)
 
 
 
10,154

 
(1,442
)
 
20

 
8,732

Intangible assets in progress
 
 
20

 
19

 
(20
)
 
19

Total
 
 
10,174

 
(1,423
)
 

 
8,751

 
Annual amortization rate
 
Balance at
12/31/2011
 
Additions
 
Transfers
 
Balance at
12/31/2012
 
 
 
 
 
Unaudited
Software:
 
 
 
 
 
 
 
 
 
Cost
12.7%
 
1,352

 

 
11,262

 
12,614

Accumulated amortization
 
 
(1,192
)
 
(1,268
)
 

 
(2,460
)
 
 
 
160

 
(1,268
)
 
11,262

 
10,154

Intangible assets in progress
 
 
10,017

 
1,265

 
(11,262
)
 
20

Total
 
 
10,177

 
(3
)
 

 
10,174

The intangible asset refers to the implementation of the SAP software.


24


12.
BORROWINGS AND FINANCING
Financing obtained was used to fund the construction of the Company’s manufacturing facilities, develop quality processes, finance imports, and finance machinery imports. Financing was obtained from several financial institutions by means of funds raised by these institutions with the National Bank for Economic and Social Development (BNDES).

Borrowings and financing are as follows:
Type:
Annual financial charges
 
Payment frequency
 
Final maturity
 
12/31/2014
 
12/31/2013
 
 
 
 
 
 
 
Unaudited
 
 
Working capital-NCE-Brasil
5.498% p.a.
 
(a)
 
03/2016
 
60,152

 
60,152

Lease agreement - IBM
Cetip CDI-Over
 
(b)
 
07/2017
 
613

 

Vendor financing
 SELIC+3% p.a.
 
(e)
 
02/2015
 
135

 

Bank Credit Note - Exin-Safra
5.50% p.a.
 
(a)
 
02/2016
 
10,072

 
10,064

Bank Credit Note - Exim-Brasil
8.00% p.a.
 
(a)
 
07/2017
 
20,332

 

Bank Credit Note - Exim-Bradesco
8.00% p.a.
 
(a)
 
07/2017
 
30,492

 

FINEP
3.5% p.a.
 
(c)
 
10/2023
 
34,178

 
16,768

FUNDOPEM - ICMS
IPCA plus 3%
 
(d)
 
02/2021
 
27,947

 
23,699

Total
 
 
 
 
 
 
183,921

 
110,683

 
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
 
 
2,767

 
605

Non-current
 
 
 
 
 
 
181,154

 
110,078

(a)
Bullet payment upon maturity + quarterly interest.
(b)
Semiannual installment upon maturity of principal and interest.
(c)
3-year grace period + monthly installments of interest and amortization.
(d)
51-year grace period + monthly installments of interest and amortization.
(e)
Bullet payment.

The maturities of the long-term portions of the financing are as follows:
Maturity
12/31/2014
 
12/31/2013
 
Unaudited
 
 
2015

 
1,206

2016
74,018

 
72,957

2017
58,327

 
5,160

2018
8,820

 
5,598

2019
9,034

 
5,598

2020 and thereafter
30,955

 
19,559

Total
181,154

 
110,078

Borrowings from FINEP are collateralized by bonds and a letter of guarantee of shareholder Randon S.A. Implementos e Participações. There are no restrictive clauses (covenants) on these loan agreements.

FUNDOPEM – ICMS
Refers to ICMS tax incentives granted to the Company through financing of 60% of the ICMS due every month. This incentive is calculated on a monthly basis and is contingent to the generation of direct and indirect jobs, investments made, and the fulfillment of contractual obligations with Banco do Estado do Rio Grande do Sul and Caixa Estadual S.A. - Agência de Fomento (State Development Bank).

25


The incentive amounts are subject to charges at the effective rates of 3.00% per year or 0.246627% per month plus adjustment for inflation calculated based on the monthly fluctuation of the IPCA/IBGE (consumer price index) or another index defined by the Steering Committee of FUNDOPEM/RS.
The benefit period started in December 2006 and ended in May 2014, and disbursements for Company use totaled 1,479,042.54 FUNDOPEM-RS incentive units (equivalent to R$ 29,329 as at December 31, 2014, R$ 28,101 as at December 31, 2013 and R$ 26,519 as at December 31, 2012). As of May 2014, the Company utilized R$ 28,282. The benefit has a grace period of 51 months and will be settled 90 months after the end of the grace period, ending February 2021.

13.
RELATED PARTY TRANSACTIONS

The transactions and balances with related parties are as follows:
 
Randon Group (*)
Meritor Group (**)
Total
 
12/31/14
12/31/13
 
12/31/14
12/31/13
 
12/31/14
12/31/13
 
 
Unaudited
 
 
Unaudited
 
 
Unaudited
 
 
Trade receivables
385

2,295

 
13,407

15,738

 
13,792

18,033

 
Trade payables
33

111

 
1,139

3,009

 
1,172

3,120

 
Dividends and interest on capital payable
15,806

21,555

 
15,186

20,711

 
30,992

42,266

 
Amounts due to related parties - current
150

150

 


 
150

150

 
Amounts due to related parties - noncurrent
602

753

 


 
602

753

 
 
 
 
 
 
 
 
 
 
 
 
Randon Group (*)
Meritor Group (**)
Total
 
12/31/14
12/31/13
12/31/12
12/31/14
12/31/13
12/31/12
12/31/14
12/31/13
12/31/12
 
Unaudited
 
Unaudited
Unaudited
 
Unaudited
Unaudited
 
Unaudited
Profit & Loss
 
 
 
 
 
 
 
 
 
Sales of goods
145,320

152,830

76,005

82,565

116,238

112,283

227,885

269,068

188,288

Rental income
345

351

384




345

351

384

Purchases of goods and services
39,404

44,918

28,881

20,843

15,897

7,258

60,247

60,815

36,139

Commission expenses
267

984

206




267

984

206

Administrative expenses
7,028

7,465

5,516




7,028

7,465

5,516

(*) Includes:
Randon S.A. Implementos e Participações (parent), Fras-Le S.A., Fras-Le Argentina S.A., Fras-Le Andina Comercio y Representacion Ltda., Controil., Fras-le Europa., Fras-le Fnai., Fras-le México, Fras-le Pinghu.,Fras-le Africa, Fras-le Fasa., Jost Brasil Sistemas Automotivos Ltda., Randon Implementos para Transporte Ltda., Randon Argentina, Suspensys Sistemas Automotivos Ltda., Castertech Fundição e Tecnologia Ltda., Banco Randon, Randon Brantech Implementos para Transporte Ltda and Epysa Implementos Ltda.
(**) Includes:
Meritor do Brasil Sistemas Automotivos Ltda., Meritor Automotive Inc., Meritor Heavy Vehicle Systems LLC., Meritor Hvs Ltd, ArvinMeritor Qri,, Meritor Inc. Meritor CVS, Meritor Frankfurt, and Sisamex Sistemas Automotrices.
Master is the co-guarantor of vendor financing contracts, limited to R$ 10,000 for transactions conducted between Company customers and Banco Randon. As at December 31, 2014, the outstanding balance related to these transactions is R$ 2,647 (R$ 1,716 at December 31, 2013).

Trading transactions
Trading transactions carried out with related parties follow specific prices and terms policies established in the joint venture agreement between the parties, which could be different if carried out with unrelated parties.

26



Administrative expenses

Refer to administrative advisory services (corporate activities) provided by Randon to the Company.

Management compensation

Management compensation and profit sharing was R$ 1,577 in 2014 (R$ 1,046 in 2013 and R$ 590 in 2012).

Borrowings from officers and managers are recorded in ‘Other payables’, in current liabilities, in the amount of R$ 1,078 at December 31, 2014 (R$ 898 at December 31, 2013). These balances are adjusted for inflation using financial market rates (“DI-extra” as released by the Brazilian Association of Financial and Capital Markets Entities, or Anbima). The interest expense on these transactions was R$ 162 in 2014 (R$ 79 in 2013).

14.
RETIREMENT BENEFIT PLAN
The Company is co-sponsor of RANDONPREV pension fund, together with other Randon companies, which is a defined contribution plan under the financial capitalization regime, with some additions of employee benefits, not covered by the defined contribution. This minimum benefit is defined by a percentage of the nominal salary per year worked for the Company, credited in a lump sum at the beneficiary’s account with RANDONPREV. The most recent valuation of the plan assets and the present value of the minimum benefit was conducted at December 31, 2014 using the projected unit credit method and calculated the balance of R$ 9 (R$ 627 as at December 31, 2013), corresponding to the net assets of defined benefit at year-end. This amount is part of the credit of the special reserves that can be redeemed for future contributions at any time, from January 2014, without the need for previous analysis and authorization from Previc. In 2014 the amount amortized was R$ 311 (R$ 176 in 2013), remaining a balance of R$ 140 (R$ 451 as at December 31, 2013) recorded in assets.

15.
PROVISION FOR TAX, SOCIAL SECURITY AND LABOR RISKS
The position of the provisions and contingent liabilities as at December 31, 2014 is as follows:

Nature of provision
 
Likelihood of loss
 
Probable
 
Possible
 
 
Unaudited
Tax
 

 
16,127

Social security
 

 
2,102

Labor
 
340

 
977

Total
 
340

 
19,206


Changes in provision:
Nature of provision
Opening balance 01/01/2014
 
Addition / (Reversal) of Provision
 
Closing balance 12/31/2014
 
 
 
Unaudited
 
 
Labor
146
 
194

 
340
Social security
36
 
(36
)
 

Total
182
 
158

 
340

27


Nature of provision
Opening balance 01/01/2013
 
Addition / (Reversal) of Provision
 
Closing balance 12/31/2013
 
 
 
 
 
 
Labor
61
 
85

 
146
Social security
57
 
(21
)
 
36
Total
118
 
64

 
182

The Company is a party to administrative proceedings for which, based on the opinion of its legal counsel, no provision was recognized since they were classified as possible or remote likelihood of loss. The main lawsuits are as follows:

Tax

a)
IPI presumed credit - Refers to notices issued by the Federal Revenue in the total amount of R$ 1,593, through which the tax authorities denied the Company’s request for refund of presumed credit and required the payment of the corresponding tax. The amount includes principal, fine and interest.

b)
Income tax, social contribution and withholding income tax - assessment notices issued by the Brazilian Federal Revenue Service totaling R$ 3,502 (as adjusted), related to payments made regularly to Company agents abroad as agency commission of sales and services. The related proceedings are being handled at the administrative level.

c)
Administrative proceeding challenging an assessment notice collecting PIS-imports, COFINS-imports, Federal VAT (IPI), import duties (II), and fine for alleged noncompliance of Drawback Award Acts, totaling R$ 1,765.

d)
Disallowance of ICMS presumed credit on purchase of steel - refers to assessment notices issued by the Rio Grande do Sul State Department of Finance totaling R$ 9,267, through which this tax authority confirmed the award of the tax benefit in an amount higher than permitted by the law. The amount includes principal, fine and interest.

Social security

Refers to INSS assessment notices totaling R$ 2,102 for the nonpayment of payroll taxes on the profit sharing bonuses paid to employee.

16.
FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial assets and liabilities were determined based on available market information and appropriate valuation techniques. However, considerable judgment was required in interpreting market data to produce the fair value estimate. As a consequence, the following estimates do not necessarily indicate the amounts that could be realized in a current exchange market. The use of different market methodologies may have a material effect on the estimated fair values.

These instruments are managed by means of operating strategies aimed at liquidity, profitability and security. The control policy consists in ongoing monitoring of the contracted rates against the market rates. The Company does not make speculative investments in derivatives or any other risk assets.


28


Balance breakdown

The following is a comparison by class of the carrying amount and the fair value of financial instruments of the Company in the financial statements:
 
 
 
Carrying Amount
 
Fair Value
 
Note
Category
12/31/2014
 
12/31/2013
 
12/31/2014
 
12/31/2013
Assets
 
 
Unaudited
 
 
 
Unaudited
 
 
Cash and cash equivalents
4
(a)
174,274
 
71,252
 
174,274
 
71,252
Short-term investments
5
(b)
18,546
 
34,085
 
18,546
 
34,085
Trade receivables
6
(a)
28,989
 
45,236
 
28,989
 
42,236
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Trade payables
 
(c)
(11,991)
 
15,593
 
(11,991)
 
15,593
Borrowings and financing
 
(c)
(183,921)
 
(110,683)
 
(183,987)
 
110,683
Categories:
(a)
Receivables
(b)
Fair value through profit and loss
(c)
Other liabilities

Limitations

The fair values were estimated at the end of the reporting period, based on “relevant market information”. Any changes in assumptions may significantly affect the estimates.

Financial risk management

The Company is exposed to the following risks associated to the utilization of its financial instruments:

i.credit risk
ii.foreign exchange rate risk
iii.interest rate risk
iv.price risk
v.liquidity risk

The Company, through the shareholder Randon, has a Currency Hedge Policy prepared by the Planning and Finance Committee and approved by the Executive Officers. The purpose of the policy is standardize the procedures of the group companies, define responsibilities and limits on transactions involving currency hedge, and reducing foreign exchange effects on inflows in foreign currency projected by the cash flow, without speculative purposes.

The basis used is the cash flow in foreign currency projected monthly for the following twelve months based on the Strategic Plan projections or the current expectation of each group company. If considered necessary, the instruments used are conservative and previously approved by the same committee. For the years ended December 31, 2014, 2013, and 2012, the Company did not enter into any transactions involving derivative financial instruments.

a.
Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk in its operating activities, mainly in relation to trade receivables.

The Company's sales policies are contingent upon the credit policies defined by management and are intended to minimize problems arising from default of its customers. This objective is achieved by management through a strict selection of the customer portfolio considering the customer's ability to pay (credit analysis). The customer’s credit

29


quality is assessed based on an internal credit scoring system. Outstanding trade receivables are frequently monitored. The need to recognize a provision for impairment is analyzed at the end of each reporting period on an individual basis for the major customers. Additionally, for receivables with lower balances the provision is assessed on a collective basis.

Sales concentration:

In the year ended December 31, 2014, three customers individually accounted for more than 10% of sales, with shares of 33.55% (11.77% in 2013 and 5.06% in 2012), 19.06% (22.19% in 2013 and 22.21% 2012), 16.41% (15.99% in 2013 and 13.82% 2012), net revenues each equivalent to R$ 145 million (R$ 61 million in 2013 and R$ 19 million in 2012), R$ 82 million (R$ 115 million in 2013 and R$ 84 million in 2012) and R$ 71 million (R$ 83 million in 2013 and R$ 52 million in 2012). The first and the second amounts refer to related parties. Other Company sales in the domestic and foreign markets are widely spread and there is no sales concentration in a percentage above 10% for any other customer.

b.
Foreign exchange risk

The Company’s results are exposed to risks of fluctuations due to the effects of the exchange rate volatility on assets and liabilities denominated in foreign currencies, mainly the US dollar, which closed 2014 with a positive fluctuation of 13.39% (positive fluctuation of 14.64% in 2013).

The Company is exposed to currency risk (foreign exchange risk) on sales, purchases and borrowings that are denominated in a currency other than the Company’s functional currency, the Brazilian real.

The Company's net exposure to foreign exchange risk is as follows:
 
12/31/2014
 
12/31/2013
 
Unaudited
 
 
A. Trade payables
(2,999
)
 
(4,039
)
B. Trade receivables
5,047

 
6,554

C. Net exposure (A+B)
2,048

 
2,515


c.
Interest rate risk

The Company’s results are exposed to the risk of significant fluctuations due to borrowings contracted at floating interest rates.

The Company does not have derivative financial instruments to manage its exposure to fluctuations in interest rates.

Pursuant to its financial policies, the Company has not entered into any transactions involving financial instruments for speculative purposes.

The description of the interest rates to which the Company’s borrowings are subject is disclosed in note 12 - Borrowings and Financing.

d.
Price risk

Arises from the possibility of fluctuations in the market prices of the goods sold or produced by the Company and of other inputs used in the production process. These price fluctuations may cause substantial changes in the Company’s revenues and costs. In order to mitigate these risks, the Company conducts an ongoing monitoring of local and foreign markets seeking to anticipate price movements. The Company has not contracted any financial instruments to hedge against fluctuations in the prices of its raw materials.

e.
Liquidity risk

The table below details the remaining contractual maturity of the Company’s liabilities and the contractual amortization periods. The table was prepared using the undiscounted cash flows of the liabilities based on the closest

30


date on which the Company should settle the related obligations. The table includes interest and principal cash flows. As interest flows involve floating rates, the undiscounted amount was obtained based on the interest curves at the end of the reporting period. The contractual maturity is based on the most recent date in which the Company should settle the related obligations.

Description
Up to 1 month
 
From 1 to
3 months
 
From 3
months
to 1 year
 
From 1 to
5 years
 
Over 5 years
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Trade payables
9,422

 
2,569

 

 

 

 
11,991

Borrowings and financing
61

 
321

 
1,157

 
159,510

 
25,543

 
186,592

Interest to be incurred on borrowings and financing
1,107

 
2,262

 
5,867

 
14,889

 
1,140

 
25,265

Intragroup Loans
1,078

 

 

 

 

 
1,078

Dividends

 

 
25,914

 

 

 
25,914

Interest on capital

 

 
5,078

 

 

 
5,078

Total
11,668


5,152


38,016


174,399


26,683


255,918


17.
CAPITAL
On June 18, 2013, the Company's shareholders approved the 23rd amendment to the articles of organization, reducing the capital as shown below.
Capital reduction (a)
126,003

Decrease in carrying value adjustments account (b)
7,048

Distribution of dividends (c)
9,649

Total investment in Suspensys at 05/31/2013
142,700


(a)
Capital reduction from R$ 160,000 to R$ 33,997, through payment of R$ 126,003 to the shareholders, in the form of shares held by the Company in Suspensys Sistemas Automotivos Ltda., in a number equivalent to the amount of the capital reduction.

(b)
Decrease of the amount of R$ 7,048 related to the carrying value adjustments account of the associate Suspensys at May 31, 2013;

(c)
Distribution of dividends in the amount of R$ 9,649, from the Earnings Reserve account, proportionally to the related equity interests, in payment for the assignment and transfer of the remaining share units held by Master in the capital of Suspensys.
As a result of these resolutions, Master withdrew as shareholder from Suspensys, by transferring the 53,177 shares held, (i) to the shareholder Randon, 27,120 shares in the amount of R$ 72,777 and (ii) to the shareholder Meritor, 26,057 shares in the amount of R$ 69,923.
As a result of the changes detailed above, the capital subscribed and paid up by the Company went to R$ 33,997, divided into 33,997 share units with par value of R$ 1.00 each.
On November 8, 2013, the Company's shareholders approved the 24th amendment to the articles of organization, increasing the capital by R$ 26,003 through the capitalization of part of the Earnings Reserve balance, with the equivalent issue of new share units in the amount of 60,000 share units, with par value of R$ 1.00.
At December 31, 2014, the subscribed capital comprises 60,000 shares with par value of R$ 1.00 each and its breakdown by shareholder is as follows:

31


Shareholder
Share Units
 
%
Randon S.A. Implementos e Participações
30,600

 
51
Meritor do Brasil Sistemas Automotivos Ltda.
29,400

 
49
Total
60,000

 
100

18.
DIVIDENDS AND INTEREST ON CAPITAL
During the year ended December 31, 2014 the Company recorded payment of dividends and interest on capital of R$ 25,914 and R$ 5,975 (R$ 35,923 and R$ 7,462 at December 31, 2013) using as a basis the TJLP (Long-term interest rate) for the period January-December of each year, applied to equity, considering the higher of 50% of the profit before income tax and 50% of the retained earnings balance.
At the Annual Shareholders Meeting held on April 2, 2014, the shareholders approved the payment of dividends for 2013 in the amount of R$ 35,923 and interest on capital for 2013 of R$ 6,342 net of income tax.
On April 29, 2013 and June 6, 2013, the Annual Shareholders' Meeting approved the proposal for payment of supplementary dividends of R$ 26,522.
On June 6, 2013, the Annual Shareholders' Meeting approved the advance payment of interest on capital in the amount of R$ 1,490, related to the same portion received from the associate Suspensys Sistemas Automotivos Ltda.
On July 11, 2013, the Company's shareholders approved in Minute 59 the Company's obligation in the payment of all the profits to be calculated for 2013 and 2014, except for the profits received due to share in profit of associate.
As provided for by the tax law, the amount recognized as interest on capital was fully deducted in the calculation of income tax and social contribution, and the tax benefit from this deduction was R$ 2,032 (R$ 3,044 at December 31, 2013). For purposes of appropriate presentation of the financial statements, such interest was treated as dividends and disclosed as a reduction of retained earnings in equity.
Additionally, the Company recognized finance income related to the interest on capital receivable from associate Suspensys Sistemas Automotivos Ltda., totaling R$ 1,490 as at December 31, 2013 (R$ 7,125 as at December 31, 2012), which for purposes of disclosure and compliance with accounting principles, was reclassified from line item “Finance income” to “Investments”, in assets.

19.
NET OPERATING REVENUE
The reconciliation between the revenue recognized for tax purposes and the revenue presented in the income statement for the year is as follows:

 
2014
 
2013
 
2012
 
Unaudited
 
 
 
Unaudited
Gross revenue
574,768

 
682,882

 
490,013

Less:
 
 
 
 
 
     Taxes on sales
(130,913
)
 
(156,524
)
 
(100,838
)
     Sales returns
(5,610
)
 
(3,798
)
 
(6,255
)
     Discount to present value on installment sales
(5,024
)
 
(4,497
)
 
(3,501
)
Net revenue recognized in the statement of income
433,221


518,063


379,419


20.
EXPENSES BY NATURE
As required by corporate law, the Company is required to present the income statement by function. Therefore, the analysis of operating expenses by nature is as follows:

32


 
2014
 
2013
 
2012
 
Unaudited
 
 
 
Unaudited
Raw materials and auxiliary materials
285,161

 
334,057

 
235,145

Depreciation and amortization
11,824

 
11,250

 
10,736

Personnel and benefits
57,706

 
65,019

 
58,310

Freight
10,793

 
12,593

 
9,233

Rentals
3,740

 
4,469

 
4,009

Electric Power
2,990

 
3,923

 
4,013

Costs of outside services
15,591

 
16,901

 
12,118

Asset upkeep costs
7,925

 
9,283

 
6,693

Other operating expenses, net
4,531

 
5,765

 
5,953

Total
400,261

 
463,260

 
346,210


These expenses were classified as follows in the statement of income (presented by function):
 
2014
 
2013
 
2012
 
Unaudited
 
 
 
Unaudited
Cost of sales and services
361,577

 
422,131

 
316,358

Selling expenses
18,119

 
19,325

 
13,034

General and administrative expenses
16,495

 
17,396

 
14,922

Other operating expenses, net
4,070

 
4,408

 
1,896

Total
400,261

 
463,260

 
346,210


21.
INCOME TAX AND SOCIAL CONTRIBUTION

Income tax and social contribution expense
The income tax and social contribution expense for the years ended December 31 is reconciled to statutory rates, as follows:
 
2014
 
2013
 
2012
 
IRPJ/CSLL
 
IRPJ/CSLL
 
IRPJ/CSLL
 
Unaudited
 
 
 
Unaudited
Profit before income tax and social contribution
41,502

 
75,181

 
63,919

Applicable rate
34
%
 
34
%
 
34
%
Income tax and social contribution at nominal rates
(14,111
)
 
(25,562
)
 
(21,732
)
Effect of taxes on:
 
 
 
 
 
   Interest on capital expense (*)
2,032

 
3,044

 
5,095

   Interest on capital income (*)

 
(507
)
 
(2,423
)
   Equity in subsidiaries

 
5,231

 
7,793

   Other
120

 
349

 
498

Income tax and social contribution before deductions
(11,959
)
 
(17,445
)
 
(10,769
)
Income tax deductions and other adjustments
1,169

 
1,285

 
408

Income tax and social contribution expense
(10,790
)
 
(16,160
)
 
(10,361
)
 
 
 
 
 
 
Current income tax and social contribution
(10,118
)
 
(15,336
)
 
(8,743
)
Deferred income tax and social contribution
(672
)
 
(824
)
 
(1,618
)
* See note 18, Dividends and Interest on Capital.




Analysis of deferred income tax and social contribution
 
12/31/2014
 
12/31/2013
 
12/31/2012
Temporary differences
Temporary differences
 
Deferred taxes
 
Temporary differences
 
Deferred taxes
 
Temporary differences
 
Deferred taxes
 
Unaudited
 
 
 
 
 
Unaudited
Provision for profit sharing
2,263

 
769

 
2,546

 
866

 
2,180

 
742

Provision for officer's profit sharing
541

 
49

 
451

 
41

 

 

Provision for labor risks
340

 
116

 
182

 
62

 
118

 
40

Provision for warranty claims
515

 
175

 
81

 
28

 
221

 
75

Provision for collective bargaining
338

 
115

 
178

 
61

 
282

 
96

Provision for employee termination
653

 
222

 
619

 
210

 
223

 
76

Allowance for doubtful debts
111

 
38

 

 

 

 

Provision for inventory losses
391

 
133

 

 

 

 

Other temporary additions
1,479

 
504

 
438

 
149

 
1,006

 
342

Total assets
 
 
2,121

 
 
 
1,417

 
 
 
1,371

 
 
 
 
 
 
 
 
 
 
 
 
Incentive depreciation, Law 11,774
(606
)
 
(152
)
 
(1,163
)
 
(291
)
 
(1,725
)
 
(431
)
Tax depreciation
(10,580
)
 
(3,597
)
 
(5,225
)
 
(1,777
)
 

 

Deemed cost of property, plant and equipment
(7,879
)
 
(2,679
)
 
(9,661
)
 
(3,285
)
 
(11,539
)
 
(3,923
)
Retirement benefit plan
(140
)
 
(47
)
 
(451
)
 
(153
)
 
(640
)
 
(218
)
Discount to present value - Fundopem
(3,155
)
 
(1,073
)
 
(2,028
)
 
(690
)
 
(2,218
)
 
(754
)
Total liabilities
 
 
(7,548
)
 
 
 
(6,196
)
 
 
 
(5,326
)
Deferred income tax and contribution - net
 
 
(5,427
)
 
 
 
(4,779
)
 
 
 
(3,955
)

The Company offsets deferred tax assets and deferred tax liabilities because it relates to income taxes levied by the same tax authority on the Company.

























34



Movement in the deferred income tax and social contribution
Temporary differences
Balances at
1/1/2014
 
Recognized
in profit for
the year
 
Recognized in other comprehensive income
 
Balances at
12/31/2014
 
 
 
Unaudited
 
 
Provision for profit sharing
866

 
(97
)
 

 
769

Provision for officer's profit sharing
41

 
8

 

 
49

Provision for labor and social security risks
62

 
54

 

 
116

Provision for warranty claims
28

 
147

 

 
175

Provision for collective bargaining
61

 
54

 

 
115

Provision for employee termination
210

 
12

 

 
222

Allowance for doubtful debts

 
38

 
 
 
38

Provision for inventory losses

 
133

 
 
 
133

Other temporary additions
149

 
355

 

 
504

Total assets
1,417


704

 

 
2,121

 
 
 
 
 
 
 
 
Incentive depreciation, Law 11,774
(291
)
 
139

 

 
(152
)
Deemed cost of property, plant and equipment
(3,285
)
 
606

 

 
(2,679
)
Tax depreciation
(1,777
)
 
(1,820
)
 

 
(3,597
)
Retirement benefit plan
(153
)
 
82

 
24

 
(47
)
Discount to present value - Fundopem
(690
)
 
(383
)
 

 
(1,073
)
Total liabilities
(6,196
)
 
(1,376
)
 
24

 
(7,548
)
Total recognized in the year
(4,779
)
 
(672
)
 
24

 
(5,427
)

Temporary differences
Balance at 01/01/2013
 
Recognized
in profit for
the year
 
Recognized in
other
comprehensive
income
 
Balance at 12/31/2013
Provision for profit sharing
742

 
124

 

 
866

Provision for officer's profit sharing

 
41

 

 
41

Provision for labor and social security risks
40

 
22

 

 
62

Provision for warranty claims
75

 
(47
)
 

 
28

Provision for collective bargaining
96

 
(35
)
 

 
61

Provision for employee termination
76

 
134

 

 
210

Other temporary additions
342

 
(193
)
 

 
149

Total assets
1,371

 
46

 

 
1,417

 
 
 
 
 
 
 
 
Incentive depreciation, Law 11,774
(431
)
 
140

 

 
(291
)
Deemed cost of property, plant and equipment
(3,923
)
 
638

 

 
(3,285
)
Tax depreciation

 
(1,777
)
 

 
(1,777
)
Retirement benefit plan
(218
)
 
65

 

 
(153
)
Discount to present value - Fundopem
(754
)
 
64

 
 
 
(690
)
Total liabilities
(5,326
)

(870
)



(6,196
)
Total recognized in the year
(3,955
)

(824
)



(4,779
)

35


Temporary differences
Balance at 01/01/2012
 
Recognized
in profit for
the year
 
Recognized in
other
comprehensive
income
 
Balance at 12/31/2012
 
Unaudited
Provision for profit sharing
1,671

 
(929
)
 

 
742

Provision for warranty claims
294

 
(219
)
 

 
75

Provision for labor and social security risks
235

 
(195
)
 

 
40

Provision for collective bargaining
52

 
44

 

 
96

Provision for employee termination
43

 
33

 

 
76

Deferred asset recorded for tax purposes
97

 
(97
)
 

 

Other temporary additions
590

 
(248
)
 

 
342

Total assets
2,982

 
(1,611
)
 

 
1,371

 
 
 
 
 
 
 
 
Incentive depreciation, Law 11,774
(526
)
 
95

 

 
(431
)
Deemed cost of property, plant and equipment
(4,610
)
 
687

 

 
(3,923
)
Retirement benefit plan
(150
)
 
(35
)
 
(33
)
 
(218
)
Discount to present value - Fundopem

 
(754
)
 

 
(754
)
Total liabilities
(5,286
)

(7
)

(33
)

(5,326
)
Total recognized in the year
(2,304
)

(1,618
)

(33
)

(3,955
)
 
 
 
 
 
 
 
 


22.
FINANCE INCOME (EXPENSES)

Finance income (expenses) for the years ended December 31 are as follows:
 
2014
 
2013
 
2012
Finance income
Unaudited
 
 
 
Unaudited
   Interest on short-term investments
14,257

 
8,652

 
7,440

   Interest received and discounts obtained
886

 
259

 
946

   Discount to present value - FUNDOPEM

 

 
3,003

   Discount to present value of trade receivables
5,079

 
4,421

 
3,665

 
20,222

 
13,332

 
15,054

Finance expenses
 
 
 
 
 
   Interest on borrowings and financing
(9,075
)
 
(6,995
)
 
(5,545
)
   Bank expenses
(1,150
)
 
(620
)
 
(1,427
)
Discount to present value - FUNDOPEM
(47
)
 
(190
)
 

   Discount to present value of trade payables
(1,408
)
 
(1,233
)
 
(782
)
 
(11,680
)
 
(9,038
)
 
(7,754
)
Foreign exchange gains
 
 
 
 
 
   Exchange gains on items classified in liabilities
2,889

 
3,852

 
3,163

   Exchange losses on items classified in assets
(2,889
)
 
(3,153
)
 
(2,675
)
 

 
699

 
488

 
 
 
 
 
 
Finance income (expenses), net
8,542

 
4,993

 
7,788



36


23.
SUPPLEMENTAL CASH FLOW INFORMATION
The changes in the balance sheet accounts that did not affect the Company’s cash flows are purchase of property, plant and equipment in the amount of R$ 380 (R$ 108 in 2013), installment purchase from suppliers, purchase of intangible assets in leasing transactions in the amount of R$ 613, and vendor transactions with the Company’s customers and Banco Randon in the amount of R$ 135.






(2) Financial Statement Schedule for the years ended September 30, 2014, 2013 and 2012. The following schedule was filed as part of the Annual Report filed with the SEC on November 20, 2014:

Schedule II - Valuation and Qualifying Accounts
    
Schedules not filed with this Amendment No.2 on Form 10-K/A are omitted because of the absence of conditions under which they are required or because the information called for is shown in the financial statements or related notes.
 
(3) Exhibits
 
 
 
3-a
 
Restated Articles of Incorporation of Meritor, filed as Exhibit 4.01 to Meritor’s Registration Statement on Form S-4, as amended (Registration Statement No. 333-36448), is incorporated herein by reference.
 
 
 
3-a-1
 
Articles of Amendment of Restated Articles of Incorporation of the Company filed as Exhibit 3-a-1 to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2011, is incorporated herein by reference.
 
 
 
3-b
 
By-laws of Meritor, filed as Exhibit 3 to Meritor's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003, is incorporated herein by reference.
3-b-1
 
Amendments to By-laws of Meritor effective April 29, 2015, filed as Exhibit 3-b-1 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference.
 
 
 
3-b-2
 
Amended and Restated By-laws of Meritor effective April 29, 2015, filed as Exhibit 3-b-2 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference.
 
 
 
4-a
 
Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's Registration Statement on Form S-3 (Registration No. 333- 49777), is incorporated herein by reference.
 
 
 
4-a-1
 
First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, is incorporated herein by reference.
 
 
 
4-a-2
 
Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to Meritor’s Current Report on Form 8-K, filed on June 27, 2006, is incorporated herein by reference.
 
 
 
4-a-3
 
Sixth Supplemental Indenture, dated as of May 31, 2013, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's current report on Form 8-K filed on May 31, 2013 is incorporated herein by reference.
 
 
 
4-a-4
 
Seventh Supplemental Indenture, dated as of February 13, 2014, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4.1 to Meritor's current report on Form 8-K filed on February 13, 2014, is incorporated herein by reference.
 
 
 
4-b
 
Indenture, dated as of March 7, 2006 between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee, filed as Exhibit 4.1 to Meritor's current report on Form 8-K files on March 9, 2006 is incorporated herein by reference.
 
 
 

38


4-b-1
 
First Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of March 7, 2006, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.1 to Meritor's current report on Form 8-K, filed on June 27, 206 is incorporated herein by reference.
 
 
 
4-c
 
Indenture, dated as of February 8, 2007, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (including the note and form of subsidiary guaranty), filed as Exhibit 4-a to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2007, is incorporated herein by reference.
 
 
 
4-d
 
Indenture, dated as of December 4, 2012, between Meritor and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of the note and form of subsidiary guaranty), filed as Exhibit 4.1 to Meritor’s Current Report on Form 8-K filed on December 4, 2012, is incorporated herein by reference.
 
 
 
10-a-1
 
Second Amendment and Restatement Agreement relating to Second Amended and Restated Credit Agreement, dated as of February 13, 2014, among Meritor, ArvinMeritor Finance Ireland (“AFI”), the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on February 18, 2014, is incorporated herein by reference
 
 
 
10-a-2
 
Second Amended and Restated Pledge and Security Agreement, dated as of February 13, 2014, by and among Meritor, the subsidiaries named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10.2 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference
 
 
 
10-a-3
 
Amendment No. 1 to Second Amended and Restated Credit Agreement and Second Amended and Restated Pledge and Security Agreement, dated as of September 12, 2014, among Meritor, AFI, the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent filed as Exhibit 10.1 to Meritor’s Current Report on Form 8-K filed on September 15, 2014, is incorporated herein by reference.
 
 
 
10-a-4
 
Fourth Amendment to the Receivables Purchase Agreement dated as of October 15, 2014 by and among Arvin Meritor Receivables Corporation, as Seller, Meritor, Inc., as Initial Servicer, and PNC Bank, National Association, as Related Committed Purchaser, as LC Participant, as a Purchase Agent, as LC Bank and as Administrator, filed as Exhibit 10-a to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2014, is incorporated herein by reference.
 
 
 
10-a-5
 
Compensation Letter for Jeffrey A. Craig dated April 29, 2015, filed as Exhibit 10-a-1 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference.
 
 
 
10-a-6
 
Amended and Restated Employment Letter between Meritor and Jeffrey A. Craig dated April 29, 205, filed as Exhibit 10-a-2 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference.
 
 
 
*10-b
 
1997 Long-Term Incentives Plan, as amended and restated, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on April 20, 2005, is incorporated herein by reference.
 
 
 
*10-b-1
 
Form of Option Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10(a) to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 (File No. 1-13093), is incorporated herein by reference.
 
 
 
10-b-2
 
Amendment No. 6 dated as of December 16, 2014 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), LLC (formerly known as Meritor Heavy Vehicle Braking Systems (USA), Inc.), Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No. 7 IC, an incorporated cell of Viking Global Finance ICC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2014, is incorporated herein by reference.
 
 
 

39


*10-c
 
2007 Long-Term Incentive Plan, as amended, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007, is incorporated herein by reference.
 
 
 
*10-c-1
 
Form of Restricted Stock Agreement under the 2007 Long-Term Incentive Plan, filed as Exhibit 10-c-1 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, is incorporated herein by reference.
 
 
 
*10-c-2
 
Option Agreement under the 2007 Long-Term Incentive Plan between Meritor and Charles G. McClure filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, is incorporated herein by reference.
 
 
 
*10-d
 
Description of Compensation of Non-Employee Directors filed as Exhibit 10-d to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2012 is incorporated herein by reference.
 
 
 
*10-e
 
2004 Directors Stock Plan, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2004, is incorporated herein by reference.
 
 
 
*10-e-1
 
Form of Restricted Share Unit Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-3 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 3, 2004, is incorporated herein by reference.
 
 
  
*10-e-2
 
Form of Restricted Stock Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-4 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005, is incorporated herein by reference.
 
 
 
*10-f**
 
2010 Long-Term Incentive Plan, as amended and restated as of January 23, 2014.
 
 
 
*10-f-1
 
Form of Restricted Stock Unit Agreement for Employees under 2010 Long-Term Incentive Plan, filed as Exhibit 10.2 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 2010, is incorporated herein by reference.
 
 
 
*10-f-2
 
Form of Restricted Stock Unit Agreement for Directors under 2010 Long-Term Incentive Plan, filed as Exhibit 10.3 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 2009, is incorporated herein by reference.
 
 
 
*10-f-3
 
Form of Restricted Stock Agreement for Directors under 2010 Long-term Incentive Plan, filed as Exhibit 10.4 to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 3, 2010, is incorporated herein by reference.
 
 
 
*10-f-4
 
Description of Performance Goals for fiscal years 2014-2016 established in connection with Performance Plans under the 2010 Long Term Incentive Plan, filed as Exhibit 10-b-3 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 (the “2013 Form 10-K”), is incorporated herein by reference.
 
 
 
*10-f-5
 
Form of Performance Share Agreement under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-8 to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 
*10-f-6
 
Form of Restricted Stock Unit Agreement for Employees for grants on or after December 1, 2013 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-9 to the 2013 Form 10-K, is incorporated herein by reference
 
 
 
*10-f-7
 
Form of Restricted Stock Unit Agreement for Directors for grants on or after January 23, 2014 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-10 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference.
 
 
 

40


*10-f-8
 
Form of Restricted Stock Agreement for Directors for grants on or after on or after January 23, 2014 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-11 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference.
 
 
 
*10-g
 
Incentive Compensation Plan, as amended and restated, filed as Exhibit 10.6 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010, is incorporated herein by reference.
 
 
 
*10-g-1
 
Description of Annual Incentive Goals established for fiscal year 2014 under the Incentive Compensation Plan, filed as Exhibit 10-b-4 to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 
*10-h
 
Deferred Compensation Plan, filed as Exhibit 10-e-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-13093), is incorporated herein by reference.
 
 
 
*10-i
 
Form of Deferred Share Agreement, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2005, is incorporated herein by reference.
 
 
 
*10-j
 
Copy of resolution of the Board of Directors of Meritor, adopted on July 6, 2000, providing for its Deferred Compensation Policy for Non-Employee Directors, filed as Exhibit 10-f to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000, is incorporated herein by reference.
 
 
 
10-k
 
Receivables Purchase Agreement dated as of October 29, 2010, by and among ArvinMeritor Mascot, LLC, Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC, as sellers, an affiliate of Nordea Bank AB known as Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey (“Viking Asset Purchaser No 7 IC”), as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-c to Meritor’s Current Report on Form 8-K filed on November 2, 2010, is incorporated herein by reference.
 
 
 
10-k-1
 
Amendment No. 1 dated as of June 28, 2011 to Receivables Purchase Agreement dated as of October 29, 2010, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC (formerly known as ArvinMeritor Mascot, LLC), as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, is incorporated herein by reference.
 
 
 
10-k-2
 
Amendment No. 2 dated as of September 28, 2011 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference.
 
 
 
10-k-3
 
Amendment No. 3 dated as of September 28, 2012 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-m-9 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference
 
 
 
10-k-4
 
Amendment No. 4 dated as of October 29, 2013 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-m-18 to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 
10-k-5
 
Amendment No. 5 dated as of June 27, 2014 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b-1 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference.

41


 
 
 
10-l
 
Receivables Purchase Agreement dated as of June 28, 2011, by and among Meritor HVS AB, as seller, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, is incorporated herein by reference.
 
 
 
10-l-1
 
Extension Letter dated June 10, 2013 from Meritor HVS AB to Viking Asset Purchaser No. 7 IC and Citicorp Trustee Company Limited, filed as Exhibit 10-d to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, is incorporated herein by reference.
 
 
 
10-l-2
 
Amendment No. 1 to Receivables Purchase Agreement dated as of June 28, 2011 among Meritor HVS AB, as seller, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2013, is incorporated herein by reference.
 
 
 
10-l-3
 
Extension Letter dated June 27, 2014 from Meritor HVS AB to Viking Asset Purchaser No. 7 IC and Citicorp Trustee Company Limited, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference.
10-m
 
Receivable Purchase Agreement dated February 2, 2012 between Meritor Heavy Vehicle Braking Systems (UK) Limited, as seller, and Viking Asset Purchaser No. 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2012, is incorporated herein by reference.
 
 
 
10-m-1
 
Extension dated January 24, 2013 of Receivable Purchase Agreement dated February 2, 2012 between Meritor Heavy Vehicle Braking Systems (UK) Limited, as seller, and Viking Asset Purchaser No. 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-d to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference.
 
 
 
10-n
 
Receivables Purchase Agreement dated June 18, 2012 between Meritor Heavy Vehicle Systems Cameri S.P.A., as seller, and Nordea Bank AB (pbl), as purchaser, filed as Exhibit 10-d to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference.
 
 
 
10-o
 
Receivables Purchase Agreement dated June 18, 2012 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, the various Conduit Purchasers, Related Committed Purchasers, LC Participants and Purchaser Agents from time to time party thereto, and PNC Bank, National Association, as issuers of Letters of Credit and as Administrator, filed as Exhibit 10-b to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference.
 
 
 
10-o-1
 
First Amendment to Receivables Purchase Agreement dated as of December 14, 2012 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator, and Market Street Funding, LLC, as a Conduit Purchaser, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference.
 
 
 
10-o-2
 
Second Amendment to Receivables Purchase Agreement dated June 21, 2013 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator, and Market Street Funding LLC, as a Conduit Purchaser, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on June 21, 2013, is incorporated herein by reference.
 
 
 
10-o-3
 
Third Amendment to Receivables Purchase Agreement dated as of October 11, 2013 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank, as Administrator and as Assignee, and Market Street Funding LLC, as Conduit Purchaser and as Assignor, filed as Exhibit 10-m-16 to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 

42


10-o-4
 
Fourth Amendment to the Receivables Purchase Agreement dated as of October 15, 2014, 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, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on October 20, 2014, is incorporated herein by reference.
 
 
 
10-p
 
Fourth Amended and Restated Purchase and Sale Agreement dated June 18, 2012 among Meritor Heavy Vehicle Braking Systems (USA), LLC, and Meritor Heavy Vehicle Systems, LLC, as originators, Meritor, Inc., as initial servicer, and ArvinMeritor Receivables Corporation, as buyer, filed as Exhibit 10-a to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference.
 
 
 
10-p-1
 
Letter Agreement relating to Fourth Amended and Restated Receivables Purchase Agreement dated as of December 14, 2012 among Meritor Heavy Vehicle Braking Systems (USA), LLC, Meritor Heavy Vehicle Systems, LLC, ArvinMeritor Receivables Corporation, Meritor, Inc. and PNC Bank, National Association, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference.
 
 
 
10-q
 
Amendment, dated July 25, 2007, to Receivables Purchase Agreement dated March 13, 2006 between Meritor HVS AB, as seller, and Nordic Finance Limited, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-v to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008, is incorporated herein by reference.
 
 
 
10-r
 
Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer), filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on August 5, 2010, is incorporated herein by reference.
 
 
 
10-r-1
 
First Amendment dated as of December 6, 2010 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer), filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed December 8, 2010, is incorporated herein by reference.
 
 
 
10-r-2
 
Second Amendment dated as of January 3, 2011 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and Inteva Products Holding Coöperatieve U.A., as assignee of 81 Acquisition LLC (as Buyer), as amended, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on January 3, 2011, is incorporated herein by reference.
 
 
 
10-s
 
Purchase and Sale Agreement dated August 4, 2009 among Meritor, Iochpe-Maxion, S.A. and the other parties listed therein, filed as Exhibit 10 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2009, is incorporated herein by reference.
 
 
 
*10-t
 
Employment Agreement between Meritor, Inc. and Jeffrey Craig dated May 1, 2013, filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference.
 
 
 
*10-u
 
Employment Agreement between Meritor, Inc. and Kevin Nowlan dated May 1, 2013, filed as Exhibit 10-f to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference.
 
 
 
*10-v
 
Letter Agreement dated as of June 5, 2013 between Meritor, Inc. and Ivor J. Evans filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K filed on June 5, 2013, is incorporated herein by reference.
 
 
 
*10-w
 
Letter Agreement dated as of September 11, 2013 between Meritor, Inc. and Ivor J. Evans filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K filed on September 11, 2013, is incorporated herein by reference.
 
 
 
*10-x
 
Option Grant agreement dated as of September 11, 2013 between Meritor, Inc. and Ivor J. Evans, filed as Exhibit 10-z to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 

43


*10-y
 
Form of Performance Share Agreement for grant from Meritor, Inc. to Jeffrey Craig on December 1, 2013, filed as Exhibit 10-zz to the 2013 Form 10-K, is incorporated herein by reference.
 
 
 
*10-z
 
Employment Agreement between Meritor, Inc. and Vernon G. Baker, II dated May 1, 2013, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference.
 
 
 
*10-z-1
 
Letter Agreement dated January 27, 2014 between Meritor, Inc. and Vernon G. Baker, II, filed as Exhibit 10.1 to Meritor’s Current Report on Form 8-K filed on January 27, 2014, is incorporated herein by reference.
 
 
 
*10-z-2
 
Support Services Agreement dated January 27, 2014 between Meritor, Inc. and Vernon G. Baker, II, filed as Exhibit 10.2 to Meritor’s Current Report on Form 8-K filed on January 27, 2014, is incorporated herein by reference.
 
 
 
*10-aa
 
Letter Agreement, dated as of February 1, 2014 between Meritor, Inc. and Sandra J. Quick, filed as Exhibit 10-aa to the 2014 10-K, is incorporated herein by reference.
 
 
 
12
 
Computation of ratio of earnings to fixed charges, filed as Exhibit 12 to the 2014 10-K, is incorporated herein by reference.
 
 
 
21
 
List of Subsidiaries of Meritor, Inc., filed as Exhibit 21 to the Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2014, is incorporated herein by reference.
 
 
  
23-a
 
Consent of Sandra J. Quick, Esq., Senior Vice President, General Counsel and Secretary, filed as Exhibit 23-a to the 2014 10-K, is incorporated herein by reference.
 
 
    
23-b
 
Consent of Deloitte & Touche LLP, independent registered public accounting firm, filed as Exhibit 23-b to the 2014 10-K, is incorporated herein by reference.
 
 
     
23-c
 
Consent of Bates White LLC, filed as Exhibit 23-c to the 2014 10-K, is incorporated herein by reference.
 
 
 
23-d
 
Consent of Deloitte & Touche LLP, independent auditors, relating to the financial statements of Meritor WABCO Vehicle Control Systems, filed as Exhibit 23-d to the 2014 10-K/A, is incorporated herein by reference
 
 
 
23-e**
 
Consent of Deloitte & Touche Independent Auditors relating to the financial statements of Master Sistemas Automotivos Ltda.
 
 
 
24
 
Power of Attorney authorizing certain persons to sign the Annual Report on Form 10-K on behalf of certain directors and officers of Meritor, filed as Exhibit 24 to the 2014 10-K, is incorporated herein by reference.
 
 
 
31-a**
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.
 
 
  
31-b**
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.
 
 
  
32-a**
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
 
 
    
32-b**
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
 
 
     
101.INS

XBRL INSTANCE DOCUMENT
 
 
 
101.SCH

XBRL TAXONOMY EXTENSION SCHEMA
 
 
 
101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
 
 
 
101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE
 
 
 
101.CAL 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
 
 
 
101.DEF 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

44



*     Management contract or compensatory plan or arrangement.
** Filed herewith.

45



SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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:
June 17, 2015
By:       
/s/
Sandra J. Quick
 
 
 
 
Sandra J. Quick
 
 
 
 
Senior Vice President, General Counsel, and Corporate Secretary
 
 
 
 
(For the registrant)
 
 
 
 
 
 
 
 
 
 
Date:
June 17, 2015
By:
/s/
Kevin A. Nowlan
 
 
 
 
Kevin A. Nowlan
 
 
 
 
Senior Vice President and Chief Financial Officer


46