Meritor Acquisition and 2022 Financial Results
Table of Contents
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
A summary of our significant accounting policies is included in NOTE 1, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES," of ourConsolidated Financial
Statements which discusses accounting policies that we selected from acceptable alternatives.
Our Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the U.S. which often requires management to make
judgments, estimates and assumptions regarding uncertainties that affect the reported amounts presented and disclosed in the financial statements. Management reviews these
estimates and assumptions based on historical experience, changes in business conditions and other relevant factors they believe to be reasonable under the circumstances. In
any given reporting period, our actual results may differ from the estimates and assumptions used in preparing our Consolidated Financial Statements.
Critical accounting estimates are defined as follows: the estimate requires management to make assumptions about matters that were highly uncertain at the time the estimate
was made; different estimates reasonably could have been used; or if changes in the estimate are reasonably likely to occur from period to period and the change would have a
material impact on our financial condition or results of operations. Our senior management has discussed the development and selection of our accounting policies, related
accounting estimates and the disclosures set forth below with the Audit Committee of the Board. We believe our critical accounting estimates include estimating liabilities for
warranty programs, fair value of intangible assets, assessing goodwill impairments, accounting for income taxes and pension benefits.
Warranty Programs
We estimate and record a liability for base warranty programs at the time our products are sold. Our estimates are based on historical experience and reflect management's best
estimates of expected costs at the time products are sold and subsequent adjustment to those expected costs when actual costs differ. As a result of the uncertainty surrounding
the nature and frequency of product recall programs, the liability for such programs is recorded when we commit to a recall action or when a recall becomes probable and
estimable, which generally occurs when management internally approves or commits to the action. Our warranty liability is generally affected by component failure rates, repair
costs and the point of failure within the product life cycle. Future events and circumstances related to these factors could materially change our estimates and require
adjustments to our liability. New product launches require a greater use of judgment in developing estimates until historical experience becomes available. Product specific
experience is typically available four or five quarters after product launch, with a clear experience trend evident eight quarters after launch. We generally record warranty
expense for new products upon shipment using a preceding product's warranty history and a multiplicative factor based upon preceding similar product experience and new
product assessment until sufficient new product data is available for warranty estimation. We then use a blend of actual new product experience and preceding product historical
experience for several subsequent quarters and new product specific experience thereafter. NOTE 14, "PRODUCT WARRANTY LIABILITY," to our Consolidated Financial
Statements contains a summary of the activity in our warranty liability account for 2022, 2021 and 2020 including adjustments to pre-existing warranties.
Fair Value of Intangible Assets
We make strategic acquisitions that may have a material impact on our consolidated results of operations or financial position. We allocate the purchase price of acquired
businesses to the assets acquired and liabilities assumed in the transaction at their estimated fair values. The determination of the fair value of intangible assets, which represent
a significant portion of the purchase price in many of our acquisitions can be complex and requires the use of significant judgment with regard to (i) the fair value and (ii) the
period and the method by which the intangible asset will be amortized. We use information available to us to make fair value determinations and engage independent valuation
specialists, when necessary, to assist in the fair value determination of significant acquired intangibles. We estimate the fair value of acquisition-related intangible assets
principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which includes estimates of discount rates, revenue
growth rates, earnings or losses before interest expense, income taxes, depreciation and amortization and noncontrolling interests (EBITDA), royalty rates, customer attrition
rates, customer renewal rates and technology obsolesce rates. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition.
Although we believe the projections, assumptions and estimates made were reasonable and appropriate, these estimates require significant judgment by management, are
inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets
acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments subsequent to the measurement period are recorded to our consolidated statements
of income. See NOTE 2, "ACQUISITIONS," to our Consolidated Financial Statements for additional information about our recent business combinations.
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