INVESTMENTS IN NON-CONSOLIDATED JOINT VENTURES

The company’s non-consolidated joint ventures and related direct ownership interest are as follows:



	September 30,
	2013		2012		2011
Meritor WABCO Vehicle Control Systems (Commercial Truck)	50	%	50	%	50	%
Master Sistemas Automotivos Ltda. (Commercial Truck)	49	%	49	%	49	%
Suspensys Sistemas Automotivos Ltda. ⁽¹⁾ (Aftermarket & Trailer)	—	%	24	%	24	%
Sistemas Automotrices de Mexico S.A. de C.V. (Commercial Truck)	50	%	50	%	50	%
Ege Fren Sanayii ve Ticaret A.S. (Commercial Truck)	49	%	49	%	49	%
Automotive Axles Limited (Industrial)	36	%	36	%	36	%

____________________

⁽¹⁾ Total direct and indirect ownership interest in fiscal year 2012 and 2011 of 50 percent.

On July 30, 2013, subsidiaries of Meritor completed the sale of the company's overall 50 percent ownership equity interest in Suspensys Sistemas Automotivos LTDA (the “Suspensys JV”) to the company's joint venture partner, Randon S.A. Implementos E Participações (“Randon”). The Suspensys JV was formed in 2002 and is primarily engaged in the manufacture and sale of air and mechanical suspension systems for trucks, buses and trailers, trailer axles, third axles, hubs and drums for trucks, buses and trailers. The purchase price for the sale was $195 million, which was composed of $190 million in cash (approximately $4 million of which was in the form of a pre-closing cash dividend) and $5 million in lease abatements for a facility in Brazil leased to the company from the Suspensys JV. The sale was completed pursuant to a Purchase and Sale Agreement dated as of April 29, 2013. The company recognized a $125 million pre-tax ($92 million, after-tax) gain associated with this sale.

The company’s investments in non-consolidated joint ventures are as follows (in millions):



	September 30,
	2013		2012
Commercial Truck & Industrial	$	102	$	141
Aftermarket & Trailer	—		28
Total investments in non-consolidated joint ventures	$	102	$	169

The company’s equity in earnings of non-consolidated joint ventures is as follows (in millions):



	Year Ended September 30,
	2013		2012		2011
Commercial Truck & Industrial	$	36	$	45	$	56
Aftermarket & Trailer	6		7		14
Total equity in earnings of affiliates	$	42	$	52	$	70

The summarized financial information presented below represents the combined accounts of the company’s non-consolidated joint ventures related to its continuing operations (in millions):



	September 30,
	2013		2012
Current assets	$	382	$	510
Non-current assets	150		292
Total assets	$	532	$	802
Current liabilities	$	219	$	266
Non-current liabilities	118		146
Total liabilities	$	337	$	412



	Year Ended September 30,
	2013		2012		2011
Sales	$	1,552	$	1,787	$	1,977
Gross profit	201		215		274
Net income	96		123		177

Dividends received from the company’s non-consolidated joint ventures were $30 million in fiscal year 2013, $47 million in fiscal year 2012 and $45 million in fiscal year 2011.

The company had sales to its non-consolidated joint ventures of approximately $11 million, $6 million and $8 million in fiscal years 2013, 2012 and 2011, respectively. These sales exclude sales of $151 million, $165 million and $182 million in fiscal years 2013, 2012 and 2011, respectively, to a joint venture in the company’s Commercial Truck & Industrial segment, which are eliminated as the company purchases these components back after value add provided by the joint venture. The company had purchases from its non-consolidated joint ventures of approximately $885 million, $973 million and $1,161 million in fiscal years 2013, 2012 and 2011, respectively. Additionally, the company leases space and provides certain administrative and technical services to various non-consolidated joint ventures. The company collected $8 million, $3 million and $1 million for such leases and services during fiscal years 2013, 2012 and 2011, respectively.

Amounts due from the company’s non-consolidated joint ventures were $38 million and $18 million at September 30, 2013 and 2012, respectively, and are included in Receivables, trade and other, net in the consolidated balance sheet. Amounts due to the company’s non-consolidated joint ventures were $94 million and $83 million at September 30, 2013 and 2012, respectively and are included in Accounts payable in the consolidated balance sheet.

The fair value of the company’s investment in its Automotive Axles Limited joint venture was approximately $18 million and $42 million at September 30, 2013 and 2012, respectively, based on quoted market prices as this joint venture is listed and publicly traded on the Bombay Stock Exchange in India.

The company holds a variable interest in a joint venture accounted for under the equity method of accounting. The joint venture manufactures components for commercial vehicle applications primarily on behalf of the company. The variable interest relates to a supply arrangement between the company and the joint venture whereby the company supplies certain components to the joint venture on a cost-plus basis. The company is not the primary beneficiary of the joint venture, as the joint venture partner has shared or absolute control over key manufacturing operations, labor relationships, financing activities and certain other functions of the joint venture. Therefore, the company does not consolidate the joint venture. At September 30, 2013, the company’s investment in the joint venture was $35 million representing the company’s maximum exposure to loss. This amount is included in investments in non-consolidated joint ventures (see Note 11).