Form SD MERITOR, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD
Specialized Disclosure Report

MERITOR, INC.

(Exact name of the registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

2135 West Maple Road, Troy, Michigan		48084-7186
(Address of principal executive offices)		(Zip code)

Brett L. Eilander		(248) 435-1000
(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

   ✓     Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021

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SECTION 1 - CONFLICT MINERALS DISCLOSURE

Item 1.01 Conflict Minerals Disclosure and Report

For the year ended December 31, 2021, based upon the results of its due diligence, Meritor, Inc. (“Meritor”) is unable to exclude the presence of “conflict minerals” (as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”)) in certain of its products or to determine the origin of any conflict minerals in its manufactured products. Accordingly, Meritor cannot exclude the possibility that some of its products contain conflict minerals which may have originated in the Democratic Republic of the Congo or an “adjoining country” (as defined in Section 1502 of the Dodd-Frank Act). As a result, Meritor is filing a Conflict Minerals Report as Exhibit 1.01 to this Form SD.

Conflict Minerals Disclosure

A copy of the Meritor’s Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD and is publicly available at www.meritor.com.

Item 1.02 Exhibit

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

SECTION 2 – EXHIBITS

Item 2.01 Exhibits

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

MERITOR, INC.
(Registrant)

By:	/s/ Scott M. Confer			May 27, 2022
	Scott M. Confer			(Date)
	Interim Chief Legal Officer and
	Corporate Secretary

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Conflict Minerals Report

For The Year Ended December 31, 2021

This report, for the year ended December 31, 2021, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). The Conflict Minerals Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. “Conflict Minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite and their derivatives, which are limited to tin, tantalum, tungsten and gold (“3TG”). These requirements apply to registrants whatever the geographic origin of the Conflict Minerals and whether or not they fund armed conflict.

Each registrant must submit a Form SD which describes the reasonable country of origin inquiry completed by the registrant and, if the registrant is unable to establish that the Conflict Minerals originated from sources other than the Democratic Republic of the Congo or certain adjoining countries (the “Covered Countries”) or from recycled or scrap sources or elects not to disclose the source of its Conflict Minerals, then the registrant must also submit a Conflict Minerals Report to the SEC that includes a description of its due diligence efforts on the Conflict Minerals source and chain of custody.

1. Company Overview

This report has been approved by the management of Meritor, Inc. (herein referred to as “Meritor”, “we”, “us” or “our”). The information includes the activities of all majority-owned subsidiaries and any less than majority-owned subsidiaries that are consolidated in Meritor’s financial results. It does not include the activities of any entities that are not required to be consolidated in Meritor’s financial results, except to the extent that those entities supply products to Meritor which may contain any of the Conflict Minerals.

Meritor is a premier global supplier of a broad range of integrated systems and components to original equipment manufacturers (“OEMs”) and the aftermarket for the commercial vehicle, transportation and industrial sectors. Meritor serves commercial truck, trailer, off-highway, military, bus and coach and other industrial OEMs and certain aftermarkets. Our principal products are axles, undercarriages, drivelines, brakes and braking systems.

Supply Chain

Due to the complexity of our products and the number of direct suppliers supplying products to Meritor, we rely on our direct suppliers to provide information on the origin of the 3TG contained in the products they supply to us—including sources of 3TG that are supplied to them from their lower tier suppliers. Accordingly, in 2018, Meritor published a new version of our Supplier Quality System Requirements (“SQSR”) manual which is incorporated by reference into our purchase orders and other agreements and which obligates our suppliers to exercise due diligence on the source and chain of custody of any Conflict Minerals incorporated in their products sold to Meritor and to report those findings to Meritor. To ensure that these findings are, in fact, reported to Meritor, we worked directly with a large group of selected suppliers, as described below.

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The suppliers selected by Meritor for inquiry were those direct suppliers who supplied any production parts to Meritor in 2021, where the parts in question, by their nature, could potentially contain 3TG.

Reasonable Country of Origin Inquiry

Based upon the results of our due diligence, we are unable to rule out the presence of 3TG in certain of our products or to determine the origin of all 3TG which may be contained in our products. Accordingly, we cannot exclude the possibility that some of our products may contain 3TG which may have originated in one or more of the Covered Countries. For that reason, we are required, under the Conflict Minerals Rule, to submit a Conflict Minerals Report to the SEC as an exhibit to Form SD.

Because of our size, our global presence, the complexity of our products and the depth, breadth and constant changes within our supply base, it is difficult to identify those potential sources of 3TG upstream from our direct suppliers. Accordingly, we participate in an industry-wide initiative to determine those possible suppliers of 3TG as described in Section 2.2 below.

In accordance with the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”) and the Conflict Minerals Rule, this report is available on our website at http://meritor.com/policy/conflict-minerals-information.aspx.

Conflict Minerals Policy

Meritor is committed to working with our global supply chain to ensure compliance with the SEC’s conflict minerals rules. Meritor intends to source responsibly in support of its intent not to manufacture products that contain Conflict Minerals that support armed conflict in any of the Covered Countries. To that end, we have established a conflict minerals compliance program that is designed to follow the framework established by the OECD. As part of that program, Meritor requires that relevant suppliers conduct conflict minerals due diligence and report their results to us.

To help ensure that we source responsibly, we have also adopted an internal Conflict Minerals Policy to guide the conduct of our employees.

In addition, Meritor has published a Conflict Minerals Statement on our website at http://meritor.com/policy/conflict-minerals-information.aspx.

2. Due Diligence Process

2.1. Design of Due Diligence

Our due diligence measures have been designed to conform, in all material respects, with the framework in the OECD Guidance and the related supplements for gold and for tin, tantalum and tungsten.

2.2. Management Systems

As described above, Meritor has adopted an internal Conflict Minerals Policy, for its employees, and a publicly available Conflict Minerals Statement which is posted at http://www.meritor.com.

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Internal Team

Meritor has established a Conflict Minerals Team reporting to Meritor’s VP of Procurement. The core team includes representatives from our procurement, sales and legal groups, with support, as needed, from our IS and engineering groups. Senior management is periodically briefed about the results of our due diligence efforts.

Control Systems

Because we do not have any direct relationships with 3TG smelters and refiners, we had engaged with other major manufacturers in the automotive industry and other sectors, in the Automotive Industry Action Group (“AIAG”) Conflict Minerals Work Group.

In addition to adopting a Conflict Minerals Policy which outlines expected behaviors for all Meritor employees, our expectations for our suppliers are set forth in our SQSR manual.

Supplier Engagement

With respect to the OECD requirement to strengthen engagement with suppliers, we have contacted all relevant suppliers and asked them to complete, on the Assent Compliance Platform, a CMRT (described in Section 3 below) and have followed up with all suppliers who failed to respond or who have provided inadequate or questionable responses.

Meritor Helpline Reporting

Through our internal Conflict Minerals Policy and the Conflict Minerals Statement on our website, we have encouraged our employees and suppliers to contact the Meritor Helpline to report instances in which Meritor’s products may contain Conflict Minerals from a Covered Country (other than from a scrap or recycled source) which have not already been discovered by, or reported to, Meritor or which Meritor may not have previously disclosed in its Form SD or its Conflict Minerals Report.

Records Maintenance

We intend to retain relevant documentation in accordance with Meritor’s standard records retention policies.

2.3. Identify and Assess Risk in the Supply Chain

Because of our size, our global presence, the complexity of our products and the depth, breadth and constant changes within our supply base, it is difficult to identify those potential sources of 3TG upstream from our direct suppliers. Accordingly, we participate in an industry-wide initiative to determine those possible suppliers of 3TG as described in Section 2.2 above.

Through Meritor’s internal systems and processes, we identified 1,343 direct suppliers whose products could potentially contain 3TG (down slightly from the prior year due to certain supply chain consolidations and better understanding of supply bases from prior acquisitions). We rely on those direct suppliers to provide us with information about the source of Conflict Minerals, if any, contained in the products they supply to us. In turn, those direct suppliers are similarly reliant upon information provided by their suppliers. Many of our largest direct suppliers are also SEC registrants and, therefore, are also subject to the Conflict Minerals Rule.

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2.4. Design and Implement a Strategy to Identify and Respond to Risks

Meritor has an approved risk management plan, through which our conflict minerals program is implemented, managed, and monitored.

As described above, we participated in the AIAG Conflict Minerals Work Group and their industry-wide initiatives to determine potential upstream suppliers of 3TG.

As part of our risk management plan, to ensure that our suppliers understand our expectations, we have described our intention to source responsibly in the Conflict Minerals Statement available on our website at http://meritor.com/policy/conflict-minerals-information.aspx, have referenced those expectations in our SQSR manual, have sent each of the suppliers whose products may contain 3TG information on the Conflict Mineral regulations, have encouraged our suppliers to join Assent Compliance and to participate in Assent’s educational seminars, and have encouraged our suppliers to contact members of our Conflict Minerals Team to address any questions they may have.

As described in our Conflict Minerals Policy, Meritor intends to source responsibly in support of its intent not to manufacture products that contain Conflict Minerals that support armed conflict in any of the Covered Countries.

2.5. Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

We do not have a direct relationship with any 3TG smelters or refiners and do not perform or direct audits of these entities within our supply chain. We supported audits through our active participation in the AIAG Conflict Minerals Work Group.

2.6. Report on Supply Chain Due Diligence

In addition to this report, see our website at http://meritor.com/policy/conflict-minerals-information.aspx for further information about our supply chain due diligence.

3. Due Diligence Results

Requests for Information

We conducted a survey of those direct suppliers described above using the template known as the Conflict Mineral Reporting Template (the “CMRT”). The CMRT was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, its engagement with its direct suppliers, and a listing of the smelters used by the company and its suppliers. In addition, the template contains questions about the origin of conflict minerals used in the supplier’s products, as well as the supplier’s own due diligence efforts. Written instructions, recorded training illustrating the use of this tool and the latest version of it are available on the “Responsible Minerals Initiative” (RMI) website (formerly known as the Conflict-Free Sourcing Initiative or CFSI). The CMRT is widely used by many companies in their due diligence processes related to Conflict Minerals. To ensure that we have received reliable responses from our suppliers, we reviewed all of our supplier responses against criteria we developed to determine which responses merited further inquiry with our suppliers. These criteria call for follow-up of untimely or incomplete responses as well as those containing inconsistencies within the data reported in the CMRT. In addition, we applied a higher level of scrutiny to responses from direct suppliers who are foundries and those who supply electronic components to Meritor. Where necessary, we have worked directly with these suppliers in order to obtain acceptable revised responses.

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Survey Responses

Using the information gathered from our direct suppliers over the past several years as well as our internal business systems which track production shipments, Meritor contacted all of its suppliers whose products could potentially contain 3TG, including those suppliers who in previous reporting years responded that they had no 3TG in their products. Meritor received acceptable responses from 855 out of the 1,343 suppliers surveyed. Meritor’s spend with the 855 suppliers who did respond represented approximately 97% of Meritor’s overall spend with all surveyed suppliers for the 2021 calendar year.

Since 2013, one of Meritor’s stated Conflict Mineral goals has been to increase the percentage of “Product Level” declarations received from its suppliers who indicated the possible presence of 3TG in their products (a “Product Level” declaration being a response indicating whether the actual product supplied to Meritor by such supplier contained 3TG as opposed to a “Company Level” declaration meaning that the supplier sells products which contain 3TG, but cannot identify whether any 3TG is in the specific products sold to Meritor). Meritor assumed that, at a Product Level, fewer supplier responses would indicate the use of 3TG in the products being sold to Meritor and those responses would also show a smaller number of smelters as being involved in the production of those products. As in all previous reporting years, these assumptions were proven to have been correct.

In 2021, of the 1,343 suppliers surveyed, 160 (12%) reported some type of 3TG in their products. Of those 160 suppliers indicating the presence of 3TG, 23 of them provided a Product Level response, while the remaining 137 suppliers provided a Company Level response, meaning that 3TG may or may not actually be present in the components or materials that these suppliers provided to Meritor. In those 137 Company Level declarations, 57 (42%) reported that tin was the only 3TG present in their products, while the remaining 80 (58%) reported that other types of 3TG were present in the products they sell. By comparison, of the 23 Product Level supplier declarations, 19 (83%) reported tin as their only 3TG in the products they sell to Meritor.

Meritor’s core team remains committed to increasing the percentage of Product Level declarations in its effort to more accurately identify the Meritor products which actually contain 3TG.

4. Efforts to Determine Mine or Location of Origin

Through our participation in the AIAG Conflict Minerals Work Group and by requesting that our suppliers complete the CMRT, we have determined that seeking information about 3TG smelters and refiners in our supply chain represents the most reasonable effort we can make to determine the mines or locations of origin of the 3TG, if any, in our supply chain.

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Smelters or Refiners

For the 2021 reporting year, Meritor identified a total of 333 smelters whose names were provided on CMRT’s furnished by its suppliers. Relevant information about all smelters disclosed in Meritor’s supplier responses is set forth on Exhibit 1 to this Conflict Minerals Report. At the time of this report, 69% of the 333 smelters have been audited and are listed in the RMI’s public records as “Conformant” and another 5% are listed as “Active”, which means they have committed to the audit process and are at various stages of the audit cycle. 21% are listed with other classifications, which means they are recognized by the RMI as an active and legitimate smelter, but cannot be assigned a conformant or active status at this time. The remaining 5% of the named smelters were assigned with CID numbers by the RMI and are noted as “Smelters of Interest”. The presence of a CID number indicates that the RMI is aware of the company being reported as a smelter/refiner and may be actively working to verify its status and potential compliance as a Conflict Free smelter. However, the exact status of most non “Conformant” or “Active” smelters remains unknown as it is not published in RMI’s public information.

Meritor continues to monitor the RMI website for the status of those companies as part of its on-going due diligence and supports the further refinement and expansion of the list of conflict free smelters through our participation in the AIAG Conflict Mineral Work Group and our association with Assent Compliance.

While some of these smelters or refiners have been verified as being on the conflict free smelter list, other remaining mines or locations of origin of the 3TG in our products remain unknown. As to the companies responding “yes” to the presence of 3TG products in a Company Level declaration, Meritor is unable to determine whether any of the Conflict Minerals reported by these suppliers were in fact contained in products they supplied to Meritor and is therefore unable to validate that any of the smelters or refiners identified by those suppliers are actually in our supply chain. Meritor’s experience indicates that many of those smelters identified in our suppliers’ Company Level declarations may not be involved in the specific products supplied to Meritor. Meritor’s conflict mineral team remains committed to increasing the percentage of Product Level declarations in its effort to more accurately identify which smelters are actually a part of Meritor’s supply chain.

5. Steps to be Taken to Mitigate Risks

For 2022, we intend to take the following steps to improve the due diligence we conduct in order to identify and mitigate any risk that the Conflict Minerals in our products could benefit armed groups in the Covered Countries:

a.	Increase our emphasis on working with our suppliers who have indicated the presence of 3TG at a Company Level to obtain Product Level declarations in an effort to more accurately determine which of their products actually contain 3TG, thereby allowing Meritor to better identify the specific smelters within the Meritor supply chain.
b.	Work to improve the data integration of acquired companies to streamline our reporting process.
c.	Proactively monitor CMRT’s upon arrival for any red-flagged smelter.
d.	Assist Meritor’s Tier 1 suppliers to attain a higher response rate from their lower tier suppliers as a result of their supply chain due diligence.
e.	Continue to educate our suppliers on Meritor’s higher expectations relating to Product Level responses and accurate smelter lists.

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f.	Work with any suppliers found to be supplying Meritor with 3TG from sources that support armed conflict in the Covered Countries to establish an alternative source of 3TG that does not support such conflict.
g.	Work with Assent Compliance to define and improve best practices in order to build leverage over the supply chain.
h.	Work with Assent Compliance to help expand the list of conflict free smelters and refiners.
i.	Monitor legislative changes to the Conflict Mineral rules to ensure compliance.

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