EX-99.A 2 mtor-2019q2x8kxex99a.htm PRESS RELEASE OF MERITOR, INC., DATED MAY 1, 2019 Exhibit



meritora03a19.jpg                                     
CONTACTS:
 
Media Inquiries
Krista Sohm
(248) 435-7115
krista.sohm@meritor.com


Investor Inquiries
Todd Chirillo
(248) 435-1571
todd.chirillo@meritor.com

Meritor Reports Second-Quarter Fiscal Year 2019 Results

Revenue Up 8 Percent Year Over Year

Net Income Attributable to the Company Increases 26 Percent Year Over Year

TROY, Mich., May 1, 2019 - Meritor, Inc. (NYSE: MTOR) today reported financial results for its second fiscal quarter ended March 31, 2019.

Second-Quarter Highlights
•
Sales of $1,156 million
•
Net income attributable to the company of $72 million and net income from continuing operations attributable to the company of $73 million
•
Diluted earnings per share of $0.84
•
Adjusted income from continuing operations attributable to the company of $88 million, or $1.03 per adjusted diluted share
•
Adjusted EBITDA of $139 million and adjusted EBITDA margin of 12.0 percent

Second-Quarter Results
For the second quarter of fiscal year 2019, Meritor posted sales of $1,156 million, up from $1,066 million, or approximately 8 percent from the same period last year. The increase in sales was driven by higher truck production, primarily in North America, partially offset by the strengthening of




the U.S. dollar against most currencies. Sales were also favorably impacted by revenue outperformance.
Net income attributable to the company was $72 million, or $0.84 per diluted share, compared to net income attributable to the company of $57 million, or $0.63 per diluted share, in the same period last year. Higher net income year over year is attributable to conversion on increased revenue.
Adjusted income from continuing operations attributable to the company in the second quarter of fiscal year 2019 was $88 million, or $1.03 per adjusted diluted share, compared to $68 million, or $0.75 per adjusted diluted share, in the same period last year.
Adjusted EBITDA was $139 million, compared to $122 million in the second quarter of fiscal year 2018. Adjusted EBITDA margin for the second quarter of fiscal year 2019 was 12.0 percent, compared to 11.4 percent in the same period last year. Higher adjusted EBITDA year over year was driven primarily by conversion on higher revenue, partially offset by the strengthening of the U.S. dollar against most currencies. Also, in the prior year, the company recorded an incremental environmental accrual of $8 million, principally related to a legacy site, that did not repeat.
Cash provided by operating activities in the second quarter of fiscal year 2019 was $40 million compared to $39 million in the same period a year ago. Free cash flow was $19 million compared to free cash flow of $22 million in the same period last year.

Second-Quarter Segment Results
On March 13, 2019, the company realigned its operations resulting in a change to its reportable segments. As of the second quarter of fiscal year 2019, the reportable segments are:
•
Commercial Truck; and
•
Aftermarket, Industrial and Trailer
Prior year reportable segment financial results have been recast for these changes.
Commercial Truck sales for the second quarter of fiscal year 2019 were $876 million, up $61 million, or 7 percent, compared to the same period last year. The increase in sales was driven primarily by higher truck production in North America partially offset by the strengthening of the U.S. dollar against most currencies.
Segment adjusted EBITDA for the Commercial Truck segment was $88 million for the quarter, compared to $94 million in the prior year. Segment adjusted EBITDA margin decreased from 11.5 percent in the same period last year to 10.0 percent in the second quarter of fiscal year 2019. The decrease in segment adjusted EBITDA and segment adjusted EBITDA margin was driven primarily by higher net steel, freight and layered capacity costs, partially offset by conversion on higher revenue.




The Aftermarket, Industrial and Trailer segment posted sales of $329 million, up $33 million or 11 percent, from the same period last year. Higher sales were driven by increased industrial, trailer and aftermarket volumes in North America and pricing actions within the company’s Aftermarket business.
Segment adjusted EBITDA for Aftermarket, Industrial and Trailer was $52 million compared to $38 million in the second quarter of fiscal year 2018. Segment adjusted EBITDA margin increased from 12.8 percent to 15.8 percent in the second quarter of fiscal year 2019. The increase in segment adjusted EBITDA and segment adjusted EBITDA margin was driven primarily by pricing actions within the company’s Aftermarket business and conversion on higher volumes.

Outlook for Fiscal Year 2019
The company is increasing its full-year guidance for revenue, net income, adjusted EBITDA margin, diluted earnings per share and adjusted diluted earnings per share for fiscal year 2019 as follows:
•
Revenue to be approximately $4.4 billion.
•
Net income attributable to the company and net income from continuing operations attributable to the company to be approximately $285 million (diluted earnings per share of approximately $3.30).
•
Adjusted EBITDA margin to be approximately 11.7 percent.
•
Adjusted diluted earnings per share from continuing operations to be approximately $3.50.
•
Operating cash flow to be in the range of $280 million to $290 million.
•
Free cash flow to be in the range of $175 million to $185 million.
"We delivered solid execution on our priorities during the quarter with strong conversion while continuing investments in our future," said Jay Craig, CEO and president. “We expect to successfully deliver our M2019 plan and build on this success as we transition to M2022.”

Second-Quarter Fiscal Year 2019 Conference Call
Meritor, Inc. will host a conference call and webcast to discuss the company's second-quarter results for fiscal year 2019 on Wednesday, May 1 at 9 a.m. ET.
To participate, call (844) 412-1003 (within the United States) or (216) 562-0450 (international) at least 10 minutes prior to the start of the call. Please reference conference ID 5324377 when




registering. Investors can also listen to the conference call in real time or access a recording of the call for seven days after the event by visiting the investors page on meritor.com.
A replay of the call will be available starting at 12 p.m. ET on May 1 until 12 p.m. ET on May 8 by calling (855) 859-2056 (within the United States) or (404) 537-3406 for international calls. Please refer to replay conference ID 5324377. To access the listen-only audio webcast, visit meritor.com and select the webcast link from the home page or the investors page.

About Meritor
Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers around the world. Meritor is based in Troy, Mich., United States, and is made up of approximately 8,600 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Meritor common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's website at www.meritor.com.

Forward-Looking Statement
This release contains statements relating to future results of the company (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “estimate,” “should,” “are likely to be,” “will” and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to reliance on major OEM customers and possible negative outcomes from contract negotiations with our major customers, including failure to negotiate acceptable terms in contract renewal negotiations and our ability to obtain new customers; the outcome of actual and potential product liability, warranty and recall claims; our ability to successfully manage rapidly changing volumes in the commercial truck markets and work with our customers to manage demand expectations in view of rapid changes in production levels; global economic and market cycles and conditions; availability and sharply rising costs of raw materials, including steel, and our ability to manage or recover such costs; our ability to manage possible adverse effects on European markets or our European operations, or financing arrangements related thereto following the United Kingdom's decision to exit the European Union or, in the event one or more other countries exit the European monetary union; risks inherent in operating abroad (including foreign currency exchange rates, restrictive government actions regarding trade, implications of foreign regulations relating to pensions and potential disruption of production and supply due to terrorist attacks or acts of aggression); risks related to our joint ventures; rising costs of pension benefits; the ability to achieve the expected benefits of strategic initiatives and restructuring actions; our ability to successfully integrate the products and technologies of Fabco Holdings, Inc. and AA Gear Mfg., Inc. and future results of such acquisitions, including their generation of revenue and their being accretive; the demand for commercial and specialty vehicles for which we supply products; whether our liquidity will be affected by declining vehicle production in the future; OEM program delays; demand for and market acceptance of new and existing products; successful development and launch of new products; labor relations of our company, our suppliers and customers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of our suppliers and customers, including potential bankruptcies;




possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential impairment of long-lived assets, including goodwill; potential adjustment of the value of deferred tax assets; competitive product and pricing pressures; the amount of our debt; our ability to continue to comply with covenants in our financing agreements; our ability to access capital markets; credit ratings of our debt; the outcome of existing and any future legal proceedings, including any proceedings or related liabilities with respect to environmental, asbestos-related, or other matters, including those associated with the bankruptcy proceedings of Maremont Corporation and its subsidiaries, including the ability to obtain approval and consummation of the proposed plan of reorganization on the terms and timeline contemplated therein; possible changes in accounting rules; and other substantial costs, risks and uncertainties, including but not limited to those detailed in our Annual Report on Form 10-K for the year ended September 30, 2018, as amended and from time to time in other filings of the company with the SEC. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

All earnings per share amounts are on a diluted basis. The company's fiscal year ends on the Sunday nearest Sept. 30, and its fiscal quarters generally end on the Sundays nearest Dec. 31, March 31 and June 30. All year and quarter references relate to the company's fiscal year and fiscal quarters, unless otherwise stated.


Non-GAAP Financial Measures
In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP"), we have provided information regarding non-GAAP financial measures. These non-GAAP financial measures include adjusted income (loss) from continuing operations attributable to the company, adjusted diluted earnings (loss) per share from continuing operations, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA, segment adjusted EBITDA margin, free cash flow and net debt.
Adjusted income (loss) from continuing operations attributable to the company and adjusted diluted earnings (loss) per share from continuing operations are defined as reported income (loss) from continuing operations and reported diluted earnings (loss) per share from continuing operations before restructuring expenses, asset impairment charges, non-cash tax expense, including the use of deferred tax assets in jurisdictions with net operating loss carry forwards or tax credits, and other special items as determined by management. Adjusted EBITDA is defined as income (loss) from continuing operations before interest, income taxes, depreciation and amortization, non-controlling interests in consolidated joint ventures, loss on sale of receivables, restructuring expenses, asset impairment charges and other special items as determined by management. Adjusted EBITDA margin is defined as adjusted EBITDA divided by consolidated sales from continuing operations. Segment adjusted EBITDA is defined as income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization, noncontrolling interests in consolidated joint ventures, loss on sale of receivables, restructuring expense, asset impairment charges and other special items as determined by management. Segment adjusted EBITDA excludes unallocated legacy and corporate expense (income), net. Segment adjusted EBITDA margin is defined as segment adjusted




EBITDA divided by consolidated sales from continuing operations, either in the aggregate or by segment as applicable. Free cash flow is defined as cash flows provided by (used for) operating activities less capital expenditures. Net debt is defined as total debt less cash and cash equivalents.
Management believes these non-GAAP financial measures are useful to both management and investors in their analysis of the company's financial position and results of operations. In particular, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA, segment adjusted EBITDA margin, adjusted income (loss) from continuing operations attributable to the company and adjusted diluted earnings (loss) per share from continuing operations are meaningful measures of performance to investors as they are commonly utilized to analyze financial performance in our industry, perform analytical comparisons, benchmark performance between periods and measure our performance against externally communicated targets.
Free cash flow is used by investors and management to analyze our ability to service and repay debt and return value directly to shareholders. Net debt over adjusted EBITDA is a specific financial measure in our current M2019 plan used to measure the company’s leverage in order to assist management in its assessment of appropriate allocation of capital.
Management uses the aforementioned non-GAAP financial measures for planning and forecasting purposes, and segment adjusted EBITDA is also used as the primary basis for the Chief Operating Decision Maker ("CODM") to evaluate the performance of each of our reportable segments.
Our Board of Directors uses adjusted EBITDA margin, free cash flow, adjusted diluted earnings (loss) per share from continuing operations and net debt over adjusted EBITDA as key metrics to determine management’s performance under our performance-based compensation plans.
Adjusted income (loss) from continuing operations attributable to the company, adjusted diluted earnings (loss) per share from continuing operations, adjusted EBITDA, adjusted EBITDA margin, segment adjusted EBITDA and segment adjusted EBITDA margin should not be considered a substitute for the reported results prepared in accordance with GAAP and should not be considered as an alternative to net income as an indicator of our financial performance. Free cash flow should not be considered a substitute for cash provided by (used for) operating activities, or other cash flow statement data prepared in accordance with GAAP, or as a measure of financial position or liquidity. In addition, this non-GAAP cash flow measure does not reflect cash used to repay debt or cash received from the divestitures of businesses or sales of other assets and thus does not reflect funds available for investment or other discretionary uses. Net debt should not be considered a substitute for total debt as reported on the balance sheet. These non-GAAP financial measures, as determined




and presented by the company, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.






MERITOR, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In millions, except per share amounts)
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018 (1)
 
2019
 
2018 (1)
Sales
$
1,156

 
$
1,066

 
$
2,194

 
$
1,969

Cost of sales
(982
)
 
(895
)
 
(1,879
)
 
(1,666
)
GROSS MARGIN
174

 
171

 
315


303

Selling, general and administrative
(73
)
 
(75
)
 
(107
)
 
(142
)
Restructuring costs
1

 
(1
)
 
1

 
(3
)
Other operating expense, net
—

 
(11
)
 
—

 
(12
)
OPERATING INCOME
102

 
84

 
209


146

Other income, net
9

 
8

 
20

 
15

Equity in earnings of affiliates
6

 
6

 
15

 
11

Interest expense, net
(15
)
 
(16
)
 
(29
)
 
(40
)
INCOME BEFORE INCOME TAXES
102

 
82

 
215


132

Provision for income taxes
(27
)
 
(22
)
 
(48
)
 
(105
)
INCOME FROM CONTINUING OPERATIONS
75


60

 
167


27

LOSS FROM DISCONTINUED OPERATIONS, net of tax
(1
)
 
—

 
(1
)
 
(1
)
NET INCOME
74


60

 
166


26

Less: Net income attributable to noncontrolling interests
(2
)
 
(3
)
 
(4
)
 
(5
)
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
$
72


$
57

 
$
162


$
21

 
 
 
 
 
 
 
 
NET INCOME ATTRIBUTABLE TO MERITOR, INC.
 
 
 
 
 
 
 
Net income from continuing operations
$
73

 
$
57

 
$
163

 
$
22

Loss from discontinued operations
(1
)
 
—

 
(1
)
 
(1
)
Net income
$
72


$
57

 
$
162


$
21

 
 
 
 
 
 
 
 
DILUTED EARNINGS (LOSS) PER SHARE
 
 
 
 
 
 
 
Continuing operations
$
0.85

 
$
0.63

 
$
1.88

 
$
0.24

Discontinued operations
(0.01
)
 
—

 
(0.01
)
 
(0.01
)
Diluted earnings per share
$
0.84


$
0.63

 
$
1.87


$
0.23

 
 
 
 
 
 
 
 
Diluted average common shares outstanding
85.6

 
91.2

 
86.6

 
91.3


(1) The prior period has been recast for ASU 2017-07, Compensation-Retirement Benefits (Topic 715).







MERITOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in millions)
 
March 31,
2019
 
September 30,
2018
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
98

 
$
115

Receivables, trade and other, net 
636

 
588

Inventories
530

 
477

Other current assets
41

 
46

TOTAL CURRENT ASSETS
1,305

 
1,226

NET PROPERTY
479

 
483

GOODWILL
419

 
421

OTHER ASSETS 
597

 
596

TOTAL ASSETS
$
2,800

 
$
2,726

LIABILITIES, MEZZANINE EQUITY AND EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Short-term debt
$
118

 
$
94

Accounts and notes payable
728

 
700

Other current liabilities
292

 
290

TOTAL CURRENT LIABILITIES
1,138

 
1,084

LONG-TERM DEBT
738

 
730

RETIREMENT BENEFITS
246

 
262

OTHER LIABILITIES
232

 
332

TOTAL LIABILITIES
2,354

 
2,408

MEZZANINE EQUITY:
 
 
 
Convertible debt with cash settlement
1

 
1

EQUITY:
 
 
 
Common stock (March 31, 2019 and September 30, 2018, 103.9 and 102.2 shares issued and 83.5 and 84.9 shares outstanding, respectively)
104

 
102

Additional paid-in capital
793

 
787

Retained earnings
362

 
200

Treasury stock, at cost (March 31, 2019 and September 30, 2018, 20.4 and 17.3 shares, respectively)
(286
)
 
(236
)
Accumulated other comprehensive loss
(562
)
 
(566
)
Total equity attributable to Meritor, Inc.
411

 
287

Noncontrolling interests
34

 
30

TOTAL EQUITY
445

 
317

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY
$
2,800

 
$
2,726









MERITOR, INC.
ADJUSTED EBITDA AND SEGMENT ADJUSTED EBITDA-RECONCILIATION
Non-GAAP
AND
CONSOLIDATED BUSINESS SEGMENT SALES INFORMATION
(Unaudited)
(dollars in millions)


 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Net income attributable to Meritor, Inc.
$
72

 
$
57

 
$
162

 
$
21

Loss from discontinued operations, net of tax, attributable to Meritor, Inc.
1

 
—

 
1

 
1

Income from continuing operations, net of tax, attributable to Meritor, Inc.
$
73


$
57

 
$
163

 
$
22

Interest expense, net
15

 
16

 
29

 
40

Provision for income taxes
27

 
22

 
48

 
105

Depreciation and amortization
21

 
21

 
43

 
42

Noncontrolling interests
2

 
3

 
4

 
5

Loss on sale of receivables
2

 
—

 
3

 
2

Asset impairment charges
—

 
2

 
—

 
2

Asbestos related liability remeasurement
—

 
—

 
(31
)
 
—

Restructuring costs
(1
)
 
1

 
(1
)
 
3

Adjusted EBITDA
$
139


$
122


$
258


$
221

 
 
 
 
 
 
 
 
  Adjusted EBITDA margin (1)
12.0
%
 
11.4
%
 
11.8
%
 
11.2
%
 
 
 
 
 
 
 
 
Unallocated legacy and corporate expense (income), net (2)
1

 
10

 
(1
)
 
12

Segment adjusted EBITDA
$
140


$
132


$
257


$
233

 
 
 
 
 
 
 
 
Commercial Truck (3)
 
 
 
 
 
 
 
Segment adjusted EBITDA
$
88

 
$
94

 
$
165

 
$
163

Segment adjusted EBITDA margin (4)
10.0
%
 
11.5
%
 
10.0
%
 
10.9
%
 
 
 
 
 
 
 
 
Aftermarket, Industrial and Trailer (3)
 
 
 
 
 
 
 
Segment adjusted EBITDA
$
52

 
$
38

 
$
92

 
$
70

Segment adjusted EBITDA margin (4)
15.8
%
 
12.8
%
 
14.6
%
 
12.7
%
 
 
 
 
 
 
 
 
Sales (3)
 
 
 
 
 
 
 
Commercial Truck
$
876

 
$
815

 
$
1,655

 
$
1,502

Aftermarket, Industrial and Trailer
329

 
296

 
632

 
550

Intersegment Sales
(49
)
 
(45
)
 
(93
)
 
(83
)
Total Sales
$
1,156


$
1,066


$
2,194


$
1,969

(1) Adjusted EBITDA margin equals adjusted EBITDA divided by consolidated sales from continuing operations.
(2) Unallocated legacy and corporate expense (income), net represents items that are not directly related to the company's business segments. These items primarily include asbestos-related charges and settlements, pension and retiree medical costs associated with sold businesses, and other legacy costs for environmental and product liability.
(3) Amounts for the three and six months ended March 31, 2018 have been recast to reflect reportable segment changes.
(4) Segment adjusted EBITDA margin equals segment adjusted EBITDA divided by consolidated sales from continuing operations, either in the aggregate or by segment as applicable.





MERITOR, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions)
 
Six Months Ended
March 31,
 
2019
 
2018
OPERATING ACTIVITIES
 
 
 
Income from continuing operations
$
167

 
$
27

Adjustments to income from continuing operations to arrive at cash provided by operating activities:
 
 
 
Depreciation and amortization
43

 
42

Deferred income tax expense
16

 
84

Restructuring costs
(1
)
 
3

Loss on debt extinguishment
—

 
8

Equity in earnings of affiliates
(15
)
 
(11
)
Asset impairment charges
—

 
2

Pension and retiree medical income
(19
)
 
(16
)
Asbestos related liability remeasurement
(31
)
 
—

Other adjustments to income from continuing operations
8

 
9

Dividends received from equity method investments
1

 
6

Pension and retiree medical contributions
(8
)
 
(14
)
Restructuring payments
(1
)
 
(4
)
Changes in off-balance sheet accounts receivable securitization and factoring programs
22

 
19

Changes in receivables, inventories and accounts payable
(91
)
 
(79
)
Changes in other current assets and liabilities
(33
)
 
(18
)
Changes in other assets and liabilities
(6
)
 
14

Operating cash flows provided by continuing operations
52


72

Operating cash flows used for discontinued operations
(1
)
 
—

CASH PROVIDED BY OPERATING ACTIVITIES
51


72

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(44
)
 
(35
)
Proceeds from sale of equity method investment
—

 
250

Cash paid for investment in Transportation Power, Inc.
(3
)
 
(3
)
Proceeds from sale of a business
—

 
4

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
(47
)

216

FINANCING ACTIVITIES
 
 
 
Borrowings and securitization
48

 
(60
)
Redemption of notes
(19
)
 
(181
)
Other financing activities
(1
)
 
(2
)
Net change in debt
28


(243
)
Repurchase of common stock
(50
)
 
(33
)
CASH USED FOR FINANCING ACTIVITIES
(22
)

(276
)
EFFECT OF CHANGES IN FOREIGN CURRENCY EXCHANGE
RATES ON CASH AND CASH EQUIVALENTS
1

 
—

CHANGE IN CASH AND CASH EQUIVALENTS
(17
)

12

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
115

 
88

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
98


$
100





MERITOR, INC.
ADJUSTED INCOME AND EARNINGS PER SHARE — RECONCILIATION
Non-GAAP
(Unaudited)
(in millions, except per share amounts)
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Income from continuing operations attributable to Meritor, Inc.
$
73

 
$
57

 
$
163

 
$
22

Adjustments:
 
 
 
 
 
 
 
Restructuring costs
(1
)
 
1

 
(1
)
 
3

Loss on debt extinguishment
—

 
—

 
—

 
8

Asset impairment charges, net of noncontrolling interests
—

 
2

 
—

 
2

Non-cash tax expense (1)
16

 
9

 
27

 
14

US. tax reform impacts (2)
—

 
(1
)
 
(7
)
 
76

Income tax expense (benefits) (3)
—

 
—

 
6

 
(2
)
Asbestos related liability remeasurement (4)
—

 
—

 
(31
)
 
—

Adjusted income from continuing operations attributable to Meritor, Inc.
$
88


$
68

 
$
157


$
123

 
 
 
 
 
 
 
 
Diluted earnings per share from continuing operations
$
0.85

 
$
0.63

 
$
1.88

 
$
0.24

Impact of adjustments on diluted earnings per share
0.18

 
0.12

 
(0.07
)
 
1.11

Adjusted diluted earnings per share from continuing operations
$
1.03


$
0.75

 
$
1.81


$
1.35

 
 
 
 
 
 
 
 
Diluted average common shares outstanding
85.6

 
91.2

 
86.6

 
91.3

(1) Represents tax expense including the use of deferred tax assets in jurisdictions with net operating loss carry forwards or tax credits.
(2) The six months ended March 31, 2019 includes $11 million of non-cash tax benefit related to the one time deemed repatriation of accumulated foreign earnings and $4 million of non-cash tax expense related to other adjustments. The six months ended March 31, 2018 includes $42 million of non-cash tax expense related to the revaluation of our deferred tax assets and liabilities as a result of the U.S. tax reform and $34 million of non-cash tax expense related to the one time deemed repatriation of accumulated foreign earnings.
(3) The six months ended March 31, 2019 includes $6 million of income tax expense related to the remeasurement of the Maremont net asbestos liability based on the Maremont prepackaged plan of reorganization.
(4) The six months ended March 31, 2019 includes $31 million related to the remeasurement of the Maremont net asbestos liability based on the Maremont prepackaged plan of reorganization.











MERITOR, INC.
FREE CASH FLOW — RECONCILIATION
Non-GAAP
(Unaudited, in millions)
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2019
 
2018
 
2019
 
2018
Cash provided by operating activities
$
40

 
$
39

 
$
51

 
$
72

Capital expenditures
(21
)
 
(17
)
 
(44
)
 
(35
)
Free cash flow
$
19

 
$
22

 
$
7

 
$
37

 
 
 
 
 
 
 
 








MERITOR, INC.
OUTLOOK FOR FISCAL YEAR 2019— RECONCILIATIONS
Non-GAAP
(Unaudited)
(in millions, except per share amounts)


 
Fiscal Year
 
2019 Outlook (1)
Net income attributable to Meritor, Inc.
$~285

Loss from Discontinued Operations, net of tax, attributable to Meritor, Inc.
—

Income from Continuing Operations, net of tax, attributable to Meritor, Inc.
$~285

Interest expense, net
~60

Provision for income taxes
~90

Depreciation and amortization
~90

Restructuring
~5

Other (asbestos related liability remeasurement, noncontrolling interests, loss on sale of receivables, etc.)
~(15)

Adjusted EBITDA
$~515

 
 
Sales
$~4,400

 
 
Adjusted EBITDA margin (2)
~11.7%

 
 
Diluted earnings per share from continuing operations
$~3.30

Adjustments:
 
Restructuring costs
~0.05

Asbestos related liability remeasurement
~(0.35)

Non-cash tax expense (3)
~0.50

Adjusted diluted earnings per share from continuing operations
$~3.50

 
 
Diluted average common shares outstanding
~86

 
 
Cash flows provided by operating activities (4)
$280-290

Capital expenditures
~(105)

Free cash flow (4)
$175-185

(1) Amounts are approximate.
(2) Adjusted EBITDA margin equals adjusted EBITDA divided by consolidated sales from continuing operations.
(3) Represents tax expense related to the use of deferred tax assets in jurisdictions with net operating loss carry forwards or tax credits.
(4) Excludes anticipated cash flow impacts related to the Maremont plan of reorganization.


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