RETIREMENT PENSION PLANS

The company sponsors defined benefit pension plans that cover certain of its U.S. and non-U.S. employees. Pension benefits for salaried employees are based on years of credited service and compensation. Pension benefits for hourly employees are based on years of service and specified benefit amounts. The company’s funding policy provides that annual contributions to the pension trusts will be at least equal to the minimum amounts required by ERISA in the U.S. and the actuarial recommendations or statutory requirements in other countries.

On August 1, 2010, Meritor amended its defined benefit pension plan in the United Kingdom to cease the accrual of future benefits for all of its active plan participants. Subsequent to the freeze date, the company began making contributions to its defined contribution savings plan on behalf of the affected employees. The amount of the savings plan contribution will be based on a percentage of the employees’ pay. These changes do not affect current retirees. The company began recording the impact of the plan freeze in the fourth quarter of fiscal year 2010. The amendment to freeze the plan triggered a curtailment in the fourth quarter of fiscal year 2010 reducing pension expense by $7 million. The reduction in expense was primarily attributable to the required immediate recognition of negative prior service costs which were previously being amortized into net periodic pension expense over the active participants remaining average service life. Subsequent to the plan freeze, accumulated actuarial losses are being amortized into net periodic pension expense over the average life expectancy of inactive plan participants of approximately 28 years rather than over their remaining average service life.

In April 2007, the company announced a freeze of its defined benefit pension plan for salaried and non-represented employees in the United States, effective January 1, 2008. The change affected approximately 3,800 employees including certain employees who continued to accrue benefits for an additional transition period, ending June 30, 2011. After these freeze dates, the company started making additional contributions to its defined contribution savings plan on behalf of the affected employees. The amount of the savings plan contribution is based on a percentage of the employees’ pay, with the contribution percentage increasing as a function of employees’ age. These changes do not affect plan participants who had retired prior to the freeze dates or represented employees. Accumulated actuarial losses are being amortized into net periodic pension expense over the average life expectancy of inactive plan participants of approximately 22 years.

During the third quarter of fiscal year 2013, we settled five of our Canadian pension plans via lump-sum payments out of plan assets to participants and annuity contract purchases with an insurance company. We recognized a non-cash pre-tax settlement loss of approximately $36 million associated with the annuity purchase and lump-sum actions. In accordance with settlement accounting, $68 million of benefit obligations and $72 million of pension plan assets associated with the actions were derecognized during the quarter ended June 30, 2013.

In June 2013, we amended our U.S. Retirement Plan to allow all terminated vested participants with an accrued benefit of $5,000 or less to receive a full lump-sum distribution of their benefit. The lump-sum amount will be rolled into an individual retirement account for those participants that have an accrued benefit of $1,000 to $5,000 who do not make an affirmative election to receive their benefits. For those participants with an accrued benefit of less than $1,000, the benefits will be automatically distributed to the participant.

Additionally, in June 2013, we announced a special election window to offer voluntary lump-sum pension payouts to eligible terminated vested participants with an accrued benefit in the U.S. Retirement Plan that, if accepted, would settle our obligation to them. The program provided participants with a one-time choice of electing to receive a lump-sum settlement of their remaining pension benefit. Lump-sum distributions under this election window were paid in September 2013. We recognized a $73 million non-cash settlement loss during the fourth quarter of fiscal year 2013 associated with these payouts. In addition, pension plan assets and pension benefit obligations of $157 million and $178 million, respectively, were derecognized as a result of the U.S. lump-sum settlements.

The company’s pension obligations were measured as of September 30, 2013, 2012 and 2011, except for the five Canadian pension plans which were settled in the third quarter of fiscal year 2013. The pension obligation associated with these plans were measured as of June 30, 2013 and September 30, 2012 and 2011. The U.S. plans include qualified and non-qualified pension plans. The company’s most significant non-U.S. plan is located in the United Kingdom. Other non-U.S. plans include plans primarily in Canada, Germany and Switzerland.

The following are the significant assumptions used in the measurement of the projected benefit obligation (PBO) and net periodic pension expense:



	U.S. Plans
	2013					2012		2011
Discount Rate	4.75	%	—	4.95	%	4.20	%	4.85	%
Assumed return on plan assets (beginning of the year)	8.00%					8.00	%	8.50	%



	Non-U.S. Plans
	2013					2012					2011
Discount Rate ⁽¹⁾	2.40	%	—	4.70	%	2.10	%	—	4.60	%	2.25	%	—	5.20	%
Assumed return on plan assets (beginning of the year) ⁽¹⁾	2.50	%	—	7.25	%	2.50	%	—	7.50	%	2.50	%	—	8.00	%
Rate of compensation increase ⁽²⁾	2.00	%	—	3.00	%	2.00	%	—	3.00	%	2.00	%	—	3.50	%

____________________


⁽¹⁾	The discount rate for the company’s U.K. pension plan was 4.70 percent, 4.60 percent and 5.00 percent for 2013, 2012 and 2011, respectively. The assumed return on plan assets for this plan was 7.25 percent, 7.50 percent and 8.00 percent for fiscal years 2013, 2012 and 2011, respectively.


⁽²⁾	The rate of compensation increase for the company's Canadian pension plans was 3.00 percent for 2013, 2012 and 2011. The rate of compensation increase for the company's Swiss pension plans was 2.00 percent for 2013, 2012 and 2011.

The discount rate is used to calculate the present value of the PBO at the balance sheet date and net periodic pension expense for the subsequent fiscal year. The rate used reflects a rate of return on high-quality fixed income investments that match the duration of expected benefit payments. The company uses a portfolio of long-term corporate AA/Aa bonds that match the duration of the expected benefit payments to establish the discount rate for this assumption.

The assumed return on plan assets is used to determine net periodic pension expense. The rate of return assumptions are based on projected long-term market returns for the various asset classes in which the plans are invested, weighted by the target asset allocations. An incremental amount for active plan asset management and diversification, where appropriate, is included in the rate of return assumption. The return assumption is reviewed annually.

The rate of compensation increase represents the long-term assumption for expected increases to salaries for pay-related plans. The accompanying disclosures include pension obligations associated with businesses classified as discontinued operations.

The following table reconciles the change in the PBO, the change in plan assets and amounts included in the consolidated balance sheet for the years ended September 30, 2013 and 2012, respectively (in millions):



	2013									2012
	U.S.			Non- U.S.			Total			U.S.			Non- U.S.			Total
PBO — beginning of year	$	1,312		$	754		$	2,066		$	1,218		$	698		$	1,916
Service cost	1			2			3			1			1			2
Interest cost	54			29			83			58			33			91
Participant contributions	—			—			—			—			1			1
Actuarial loss (gain)	(102		)	17			(85		)	102			32			134
Curtailment gain	(4		)	(1		)	(5		)	—			—			—
Settlements	(178		)	(70		)	(248		)	—			—			—
Benefit payments	(66		)	(33		)	(99		)	(67		)	(33		)	(100		)
Foreign currency rate changes	—			(7		)	(7		)	—			22			22
PBO — end of year	$	1,017		$	691		$	1,708		$	1,312		$	754		$	2,066
Change in plan assets
Fair value of assets — beginning of year	$	864		$	673		$	1,537		$	763		$	596		$	1,359
Actual return on plan assets	3			53			56			104			47			151
Employer contributions	66			49			115			64			38			102
Participant contributions	—			—			—			—			1			1
Settlements	(157		)	(74		)	(231		)	—			—			—
Benefit payments	(66		)	(33		)	(99		)	(67		)	(33		)	(100		)
Foreign currency rate changes	—			(11		)	(11		)	—			24			24
Fair value of assets — end of year	$	710		$	657		$	1,367		$	864		$	673		$	1,537
Funded status	$	(307	)	$	(34	)	$	(341	)	$	(448	)	$	(81	)	$	(529	)

Amounts included in the consolidated balance sheet at September 30 are comprised of the following (in millions):



	2013									2012
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Non-current assets	$	—		$	55		$	55		$	—		$	11		$	11
Current liabilities	(6		)	(3		)	(9		)	(5		)	(3		)	(8		)
Retirement benefits-non-current	(301		)	(86		)	(387		)	(443		)	(89		)	(532		)
Net amount recognized	$	(307	)	$	(34	)	$	(341	)	$	(448	)	$	(81	)	$	(529	)

The following tables summarize the amounts included in Accumulated Other Comprehensive Loss net of tax related to pension liabilities as of September 30, 2013 and 2012 and changes recognized in Other Comprehensive Income (Loss) net of tax for the year ended September 30, 2013.



	Net Actuarial Loss
	U.S.			Non-U.S.			Total
Balance at September 30, 2012	$	560		$	259		$	819
Net actuarial loss (gain) for the year	(58		)	13			(45		)
Amortization for the year	(17		)	(9		)	(26		)
Curtailment gain	(4		)	—			(4		)
Settlements	(73		)	(38		)	(111		)
Deferred tax impact	—			9			9
Balance at September 30, 2013	$	408		$	234		$	642

Balance at September 30, 2011	$	512		$	242		$	754
Net actuarial loss for the year	64			26			90
Amortization for the year	(14		)	(8		)	(22		)
Settlements	(2		)	(1		)	(3		)
Balance at September 30, 2012	$	560		$	259		$	819

The company estimates that $23 million of net actuarial losses will be amortized from accumulated other comprehensive loss into net periodic pension expense during fiscal year 2014. The non-current portion of the pension liability is included in Retirement Benefits in the consolidated balance sheet as follows (in millions):



	September 30,
	2013		2012
Pension liability	$	387	$	532
Retiree medical liability — long term (see Note 19)	476		519
Other	23		24
Total retirement benefits	$	886	$	1,075

In accordance with FASB guidance, the PBO, accumulated benefit obligation (ABO) and fair value of plan assets is required to be disclosed for all plans where the ABO is in excess of plan assets. The difference between the PBO and ABO is that the PBO includes projected compensation increases.

Additional information is as follows (in millions):



	2013						2012
	ABO Exceeds Assets		Assets Exceed ABO		Total		ABO Exceeds Assets		Assets Exceed ABO		Total
PBO	$	1,116	$	592	$	1,708	$	2,062	$	4	$	2,066
ABO	1,115		592		1,707		2,062		3		2,065
Plan Assets	719		648		1,367		1,522		15		1,537

The components of net periodic pension expense are as follows (in millions):



	2013			2012			2011
Service cost	$	3		$	2		$	7
Interest cost	83			91			93
Assumed rate of return on plan assets	(112		)	(105		)	(114		)
Amortization of —
Actuarial losses	26			22			40
Curtailment gain	(1		)	—			—
Settlement loss	111			1			—
Net periodic pension expense – total company	110			11			26
Less: Net periodic pension expense of discontinued operations	—			—			2
Net periodic pension expense included in continuing operations	$	110		$	11		$	24

____________________

Disclosures on investment policies and strategies, categories of plan assets, fair value measurements of plan assets, and significant concentrations of risk are included below.

Investment Policy and Strategy

The company’s primary investment objective for its pension plan assets is to generate a total investment return sufficient to meet present and future benefit payments while minimizing the company’s cash contributions over the life of the plans. In order to accomplish this objective, the company maintains target allocations to identify and manage exposures. The target asset allocation ranges for the U.S. plan are 30–50 percent equity investments, 30–50 percent fixed income investments and 10–30 percent alternative investments. Alternative investments include private equities, real estate, hedge funds and partnership interests. The target asset allocation ranges for the non-U.S. plans are 15–40 percent equity investments, 30–60 percent fixed income investments, 0–10 percent real estate and 15–40 percent alternative investments.

Investment strategies and policies for the company’s pension plan assets reflect a balance of risk-reducing and return-seeking considerations. The objective of minimizing the volatility of assets relative to liabilities is addressed primarily through asset diversification. Assets are broadly diversified across several asset classes to achieve risk-adjusted returns that accomplish this objective.

The majority of pension plan assets are externally managed through active managers. Managers are only permitted to invest within established asset classes and follow the strategies for which they have been appointed. The company uses investment guidelines and reviews assets returns and investment decisions made by the managers to ensure that they are in accordance with the company’s strategies.

Concentration of Risk

The company seeks to mitigate risks relative to performance of the plan assets. Assets are invested in various classes with different risk and return characteristics in order to ensure that they are sufficient to pay benefits. The company’s investment strategies incorporate a return-seeking approach through equity and alternative investments, while seeking to minimize the volatility of the plans’ assets relative to its liabilities through investments in fixed income securities. The significant areas of risk related to these strategies include equity, interest rate, and operating risk.

A portion of plan assets is allocated to equity and alternative investments that are expected, over time, to earn higher returns. Within this return seeking portfolio, asset diversification is utilized to reduce uncompensated risk.

Plan assets are also allocated to fixed income investments which seek to minimize interest rate risk volatility relative to pension liabilities. The fixed income portfolio partially matches the long-dated nature of the pension liabilities reducing interest rate risk. Interest rate decreases generally increase the value of fixed income assets, partially offsetting the related increase in the liabilities, while interest rate increases generally result in a decline in the value of fixed income assets while reducing the present value of the liabilities.

Operating risks consist of the risks of inadequate diversification and weak controls. The company has established policies and procedures in order to mitigate this risk by monitoring investment manager performance, reviewing periodic compliance information, and ensuring that the plans’ managers invest in accordance with the company’s investment strategies.

Fair Value of Investments

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


•	Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access.


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


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

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The company's assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Following are descriptions, valuation methodologies and other information related to plan assets.

Cash and cash equivalents: The fair value of cash and cash equivalents is valued at cost.

Equity Securities: The overall equity category includes common and preferred stocks issued by U.S. and international companies as well as equity funds that invest in these instruments. All investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. The aggregate equity portfolio is diversified to avoid exposure to any investment strategy, single economic sector, industry group, or individual security.

The fair value of equity securities is determined by either direct or indirect quoted market prices. When the value of assets held in separate accounts is not published, the value is based on the underlying holdings, which are primarily direct quoted market prices on regulated financial exchanges.

Most of the U.S. equity investments allow daily redemptions, with some providing monthly liquidity or requiring a 30-day notice. Emerging and international equity investments allow for quarterly withdrawals.

Fixed Income Securities: The overall fixed income category includes U.S. dollar-denominated and international marketable bonds and convertible debt securities as well as fixed income funds that invest in these instruments. All assets generally allow near-term liquidity and are held in issues which are actively traded to facilitate transactions at minimum cost. The aggregate fixed income portfolio is diversified to avoid exposure to any investment strategy, maturity, issuer or credit quality.

The fair value of fixed income securities is determined by either direct or indirect quoted market prices. When the value of assets held in separate accounts is not published, the value is based on the underlying holdings, which are primarily direct quoted market prices on regulated financial exchanges.

U.S. fixed income typically offer daily liquidity, with only one Level 3 investment allowing annual redemptions. International and emerging fixed income investment vehicles generally provide daily liquidity.

Commingled Funds: The fair value of commingled funds is accounted for by a custodian. The custodian obtains valuations from underlying managers based on market quotes for the most liquid assets and alternative methods for assets that do not have sufficient trading activity to derive prices. The company and custodian review the methods used by the underlying managers to value the assets.

Real Estate: Real estate provides an indirect investment into a diversified and multi-sector portfolio of property assets. The fair value of real estate investments is valued by the fund managers. The fund managers value the real estate investments via independent third-party appraisals on a periodic basis. Assumptions used to revalue the properties are updated every quarter. For the component of the real estate portfolio under development, the investments are carried at cost, which approximates fair value, until they are completed and valued by a third-party appraiser.

Due to the long-term nature of real estate investments, liquidity is provided on a quarterly to semi-annual basis. These investments were classified accordingly to reflect these restrictions.

Partnerships/Private Equity: This category includes investments in private equity and hedge funds. Such investments may be made directly or through pooled funds, including fund of funds structures. The fair market value of the company’s interest in partnerships and private equity is valued by the fund managers. The valuation is based on the net present value of observable inputs (dividends, cash flows, earnings, etc.) which are discounted by applicable discount rates. The company and custodian review the methods used by the underlying managers to value the assets.

Most of these investments offer quarterly redemption opportunities. Some partnerships and private equity investments, due to the nature of their investment strategy and underlying holdings, offer less frequent liquidity. When available, liquidity events are closely evaluated.

The valuation methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value of plan assets at September 30, 2013 by asset category is as follows (in millions):



U.S. Plans	2013
Asset Category	Level 1		Level 2		Level 3		Total
Equity investments
U.S. – Large cap	$	97	$	—	$	—	$	97
U.S. – Small cap	29		—		—		29
Emerging equity	—		22		—		22
Private equity	—		—		50		50
International equity	81		—		—		81
Partnerships – equity	—		41		—		41
Total equity investments	$	207	$	63	$	50	$	320
Fixed income investments
U.S. fixed income	$	21	$	173	$	—	$	194
Emerging fixed income	—		20		—		20
International fixed income	—		—		9		9
U.S. high yield	—		—		12		12
Partnerships fixed income	—		—		19		19
Total fixed income	$	21	$	193	$	40	$	254
Alternatives – Partnerships	—		71		53		124
Cash and cash equivalents	—		12		—		12
Total assets at fair value	$	228	$	339	$	143	$	710
Non-U.S. Plans	2013
Asset Category	Level 1		Level 2		Level 3		Total
Equity investments
International equity	94		102		—		196
Total equity investments	$	94	$	102	$	—	$	196
Fixed income investments
Corporate bonds	—		145		—		145
Other fixed income investments	—		137		—		137
Total fixed income	$	—	$	282	$	—	$	282
Real estate	—		—		59		59
Commingled funds	—		9		—		9
Alternative investments	—		—		56		56
Cash and cash equivalents	—		55		—		55
Total assets at fair value	$	94	$	448	$	115	$	657

The fair value of plan assets at September 30, 2012 by asset category is as follows (in millions):



U.S. Plans	2012
Asset Category	Level 1		Level 2		Level 3		Total
Equity investments
U.S. – Large cap	$	121	$	—	$	—	$	121
U.S. – Small cap	27		—		—		27
Emerging equity	13		17		—		30
Private equity	—		—		48		48
International equity	82		5		—		87
Partnerships – equity	—		35		13		48
Total equity investments	$	243	$	57	$	61	$	361
Fixed income investments
U.S. fixed income	$	28	$	240	$	—	$	268
Emerging fixed income	—		18		—		18
International fixed income	—		—		10		10
U.S. high yield	—		—		10		10
Partnerships fixed income	—		—		13		13
Total fixed income	$	28	$	258	$	33	$	319
Alternatives – Partnerships	—		95		49		144
Cash and cash equivalents	—		40		—		40
Total assets at fair value	$	271	$	450	$	143	$	864
Non-U.S. Plans	2012
Asset Category	Level 1		Level 2		Level 3		Total
Equity investments
International equity	$	84	$	98	$	—	$	182
Total equity investments	$	84	$	98	$	—	$	182
Fixed income investments
Government bonds	$	—	$	125	$	—	$	125
Corporate bonds	—		142		—		142
Other fixed income investments	—		79		—		79
Total fixed income	$	—	$	346	$	—	$	346
Real estate	—		—		50		50
Commingled funds	—		8		—		8
Alternative investments	—		—		64		64
Cash and cash equivalents	—		23		—		23
Total assets at fair value	$	84	$	475	$	114	$	673

Unfunded Commitment

As of September 30, 2013, the U.S. plan had $21 million of unfunded investment commitments related to plan assets. The majority of this amount is attributed to a new partnership investment that the plan will invest in gradually over the course of several years. Non-U.S. plans currently do not have any unfunded commitments.

The following table summarizes the changes in Level 3 pension plan assets measured at fair value on a recurring basis for the year ended September 30, 2013 (in millions):



U.S. Plans	2013
	Fair Value at October 1, 2012		Return on Plan Assets: Attributable to Assets Held at September 30, 2013			Purchases		Settlements			Net Transfers Into (Out of) Level 3			Fair Value at September 30, 2013
Asset Category
Private equity	$	48	$	1		$	3	$	(2	)	$	—		$	50
U.S. high yield	10		2			—		—			—			12
International fixed income	10		(1		)	—		—			—			9
Partnerships –
Fixed income	13		1			9		(4		)	—			19
Equity	13		—			—		—			(13		)	—
Alternatives –
Partnerships	49		7			—		(3		)	—			53
Total Level 3 fair value	$	143	$	10		$	12	$	(9	)	$	(13	)	$	143



Non-U.S. Plans	2013
	Fair Value at October 1, 2012		Return on Plan Assets: Attributable to Assets Held at September 30, 2013		Purchases		Settlements			Net Transfers Into (Out of) Level 3		Fair Value at September 30, 2013
Asset Category
Real estate	$	50	$	1	$	10	$	(2	)	$	—	$	59
Alternative investments	64		4		—		(12		)	—		56
Total Level 3 fair value	$	114	$	5	$	10	$	(14	)	$	—	$	115

The following table summarizes the changes in Level 3 pension plan assets measured at fair value on a recurring basis for the year ended September 30, 2012 (in millions):



U.S. Plans	2012
	Fair Value at October 1, 2011		Return on Plan Assets: Attributable to Assets Held at September 30, 2012		Purchases		Settlements			Net Transfers Into (Out of) Level 3		Other		Fair Value at September 30, 2012
Asset Category
Private equity	$	40	$	—	$	9	$	(1	)	$	—	$	—	$	48
U.S. high yield	10		—		—		—			—		—		10
International fixed income	—		—		10		—			—		—		10
Partnerships –
Fixed income	4		—		10		(6		)	—		5		13
Equity	—		1		—		—			—		12		13
Alternatives –
Partnerships	47		3		—		(2		)	—		1		49
Total Level 3 fair value	$	101	$	4	$	29	$	(9	)	$	—	$	18	$	143



Non-U.S. Plans	2012
	Fair Value at October 1, 2011		Return on Plan Assets: Attributable to Assets Held at September 30, 2011		Purchases		Settlements			Net Transfers Into (Out of) Level 3		Fair Value at September 30, 2012
Asset Category
Real estate	$	49	$	1	$	—	$	—		$	—	$	50
Alternative investments	55		8		9		(8		)	—		64
Total Level 3 fair value	$	104	$	9	$	9	$	(8	)	$	—	$	114

Information about the expected cash flows for the U.S. and non-U.S. pension plans is as follows (in millions):



	U.S.		Non U.S.		Total
Expected employer contributions:
Fiscal 2014	$	6	$	5	$	11
Expected benefit payments:
Fiscal 2014	68		30		98
Fiscal 2015	68		31		99
Fiscal 2016	68		32		100
Fiscal 2017	68		33		101
Fiscal 2018	68		34		102
Fiscal 2019-2023	343		187		530

The company also sponsors certain defined contribution savings plans for eligible employees. Expense related to these plans, including company matching contributions, was $13 million, $14 million and $14 million for fiscal years 2013, 2012 and 2011, respectively.