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Meritor Automotive Holds Its First Shareowners Meeting

11 February 1998

Meritor Automotive Holds Its First Shareowners Meeting

Reports Robust First Quarter Results and Aggressive Global Growth Strategies

    TROY, Mich., Feb. 11 -- Meritor Automotive Inc. ,
today held its first annual shareowners meeting as an independent company,
following its spin-off from Rockwell International on October 1, 1997.  More
than 100 shareowners attended the meeting that was held at the Meritor World
Headquarters in Troy, Michigan.
    At the meeting, shareowners voted to elect Larry D. Yost and Charles H.
Harff to the Board of Directors, with terms expiring in 2001.  The shareowners
also approved the selection of Deloitte & Touche, LLP as the company's
auditors, and the Meritor 1997 Long-Term Incentive Plan, Directors Stock Plan
and Incentive Compensation Plan, previously adopted by the Board of Directors.
    Meritor Chairman and Chief Executive Officer, Larry D. Yost, provided an
extensive review of the company's financial performance, industry trends and
the company's strategies to capitalize on its strengths.
    Yost said, "We've started the new chapter in our 90-year history with a
determination to direct all of our resources at increasing shareowner value,
meeting our long term financial goals and providing a sharpened focus on our
customers."  Yost added, "We've made demonstrable progress to date, and pledge
our sustained efforts to continue that progress."
    The company's fiscal 1997 sales totaled $3.3 billion, up 5 percent from
1996 as both of Meritor's businesses achieved record sales in 1997.  Its Heavy
Vehicle Systems sales increased by 7 percent to just below $2 billion,
accounting for 59 percent of total sales and its Light Vehicle Systems, which
makes up 41 percent of sales, rose 3 percent to $1.3 billion.
    Following its 1997 performance and first quarter as a public company,
Meritor posted 1998 first quarter sales growth of 21 percent and an earnings
per share gain of 31 percent, as compared to 1997 pro forma first quarter
results.  Sales of $911 million, an increase of $155 million over the same
period last year, generated operating earnings of $63 million compared to $42
million last year, an increase of $21 million or 50 percent.  Net income was
$32 million, or 47 cents per share, compared to $25 million, or 36 cents per
share, last year.
    Supporting the company's aggressive long-term strategy to grow on an
average annual basis, sales by 8 percent and earnings by 15 percent, the
company will continue its focus on process improvement, support of customer
outsourcing initiatives, geographic leveraging, new systems technology
introductions, selective strategic opportunities and expansion of the
company's aftermarket business.
    Meritor, with 1997 sales of more than $3.3 billion, is a global supplier
of a broad range of components and systems for commercial, specialty and light
vehicles.  Meritor consists of two businesses:  Heavy Vehicle Systems, a
leading supplier of drivetrain systems and components for medium- and heavy-
duty trucks, trailers and off-highway equipment and specialty vehicles,
including military, bus and coach, and fire and rescue; and Light Vehicle
Systems, a major supplier of roof, door, access control and seat adjusting
systems, electric motors and electronic controls, suspension systems and
wheels for passenger cars, light trucks and sport utility vehicles.

    Appendix

    LARRY D. YOST
    Chairman of the Board and Chief Executive Officer
    Age 59
    Mr. Yost was elected to his present position in May 1997.  Mr. Yost joined
Allen-Bradley Company, Inc. (automation), a subsidiary of Rockwell, as a
manager in 1971 and, after serving in a number of increasingly responsible
management positions, served as Senior Vice President of Allen-Bradley from
July 1992 until November 1994.  He served as President, Heavy Vehicle Systems
of Rockwell from November 1994 until March 1997 and was Senior Vice President
and President, Automotive and Acting President, Heavy Vehicle Systems of
Rockwell from March 1997 to September 1997.

    CHARLES H. HARFF
    Retired Senior Vice President, General Counsel and Secretary, Rockwell
    International Corporation
    Age 68
    Mr. Harff is a member of the Audit Committee and the Compensation and
Management Development Committee.  He is a consultant to Rockwell.  From March
1984, when he joined Rockwell, until November 1994, Hr. Harff served as Senior
Vice President, General Counsel and Secretary of Rockwell.  From November 1994
to February 1996, Mr. Harff served as Senior Vice President and Special
Counsel of Rockwell.

SOURCE  Meritor Automotive Inc.