Meritor Acquisition and 2022 Financial Results
Table of Contents
The preliminary purchase price allocation was as follows:
In millions
Inventories
Property, plant and equipment
Intangible assets
Goodwill
Deferred revenue
Other, net
Total purchase price
$
21
3
106
70
(3)
(10)
$
187
The estimated fair values (all considered Level 3 measurements) of the identifiable intangible assets acquired, their weighted-average useful lives, the related valuation
methodology and key assumptions are as follows:
Customer relationships
Technology
Trade name
Fair Value (in
millions)
Weighted-Average
Useful Life (in years)
62
28
16
Valuation Methodology
20 Multi-period excess earnings
11 Relief-from-royalty
17 Relief-from-royalty
Key Assumptions
Discount rate, customer renewal rates
Royalty rate, rate of return, obsolescence
factor
Royalty rate, discount rate
Annual amortization of the intangible assets for the next five years is expected to approximate $7 million per year.
Goodwill was determined based on the residual difference between the fair value of consideration transferred and the value assigned to tangible and intangible assets and
liabilities. The majority of the goodwill is deductible for tax purposes. Among the factors contributing to a purchase price resulting in the recognition of goodwill are the
business's expected future customers, new versions of technologies, an acquired workforce and other economic benefits that are anticipated to arise from future product sales
and operational synergies from combining the business with Cummins.
Included in our results for the year ended December 31, 2022, were revenues of $ million and loss of $4 million related to this business. The results of this business were
reported in our New Power segment. Pro forma financial information for the acquisition was not presented as the effects are not material to our Consolidated Financial
Statements.
Meritor, Inc.
On August 3, 2022, we completed the acquisition of Meritor whereby we paid $36.50 per share for each outstanding share of Meritor, a global leader of drivetrain, mobility,
braking, aftermarket and electric powertrain solutions for commercial vehicle and industrial markets. The total purchase price was $2.9 billion, including debt that was retired on
the closing date of $248 million. In addition, we assumed $1.0 billion of additional debt, of which $0.9 billion was retired prior to the end of the third quarter. The acquisition
was funded with a combination of $2.0 billion in new debt (see NOTE 13, "DEBT" for additional details), cash on hand and additional commercial paper borrowings. The
integration of Meritor's people, technology and capabilities position us as one of the few companies able to provide integrated powertrain solutions across combustion and
electric power applications at a time when demand for decarbonized solutions is continuing to accelerate. The majority of this business will be included within our Components
segment with the exception of the electric powertrain business, which will be included in our New Power segment. The values assigned to individual assets acquired and
liabilities assumed are preliminary based on management's current best estimate and subject to change as certain matters are finalized. The primary areas that remain open
include, but are not limited to, legal and other contingent liabilities and deferred taxes as we continue to refine our allocation by jurisdiction.
80View entire presentation