United States securities and exchange commission logo





                             February 5, 2021

       Carl D. Anderson II
       Chief Financial Officer
       MERITOR, INC.
       2135 West Maple Road
       Troy, Michigan 48084-7186

                                                        Re: MERITOR, INC.
                                                            Form 10-K for the
Fiscal Year Ended September 27, 2020
                                                            Filed November 12,
2020
                                                            File No. 001-15983

       Dear Mr. Anderson II:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended September 27, 2020

       Non-GAAP Financial Measures, page 33

   1.                                                   We note that your
presentation of adjusted income from continuing operations includes an
                                                        adjustment for
"non-cash tax expense." Please tell us the nature of the items included in
                                                        this line item, the
purpose of the adjustment, and the reasons why management believes
                                                        the adjustment provides
useful information to investors. Also tell us how you
                                                        considered Question
102.11 of the Compliance and Disclosure Interpretations on Non-
                                                        GAAP Financial Measures
in determining the propriety of this adjustment.
   2.                                                   We note that you
present a free cash flow conversion measure, representing free cash flow
                                                        divided by adjusted
income from continuing operations, and that you use this measure to
                                                        assess your "ability to
convert earnings to free cash flow." Please tell us why you believe
                                                        it is appropriate to
present a non-GAAP measure that appears to intermix a liquidity
                                                        measure with a
performance measure. Considering net income is reconciled to operating
                                                        cash flows on your
statement of cash flows, please also tell us how your
 Carl D. Anderson II
MERITOR, INC.
February 5, 2021
Page 2
         conversion measure provides useful information to investors.
Notes to Consolidated Financial Statements
22. Contingencies, page 112

3.       We note your disclosure on page 115 that the amount of your asbestos
litigation liability
         and its effect on the company could differ materially from current
estimates. Please
         address the following comments related to your asbestos litigation:

                To the extent it is reasonably possible you will incur losses
in excess of the
              amount accrued, provide the applicable disclosures required by
ASC 450-20-50-3
              through -4, including the amount or range of reasonably possible
losses in excess of
              recorded amounts. Alternatively, if no amount of loss in excess
of recorded accruals
              is believed to be reasonably possible, please state this in your
disclosure.

                If you conclude that you cannot estimate the reasonably
possible additional loss or
              range of loss, please explain to us in sufficient detail the
reasons for your
              determination. Although we recognize that there are a number of
uncertainties and
              potential outcomes associated with loss contingencies, ASC 450
does not require
              estimation of a reasonably possible range of loss with precision
or certainty. An
              effort should be made to develop estimates for purposes of
disclosure, including
              determining which of the potential outcomes are reasonably
possible and what the
              reasonably possible range of losses would be for those reasonably
possible
              outcomes.

                Tell us and disclose your accounting policy for recording
insurance recoveries
              associated with asbestos claims.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Beverly Singleton at (202) 551-3328 or Andrew Blume at
(202) 551-
3254 with any questions.



FirstName LastNameCarl D. Anderson II                         Sincerely,
Comapany NameMERITOR, INC.
                                                              Division of
Corporation Finance
February 5, 2021 Page 2                                       Office of
Manufacturing
FirstName LastName