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Meritor Automotive Reports Record Fiscal Year 1998 Results

11 November 1998

Meritor Automotive Reports Record Fiscal Year 1998 Results In First Year as Public Company
    TROY, Mich., Nov. 11 -- Meritor Automotive, Inc. ,
today reported record results for its fiscal year ended September 30, 1998,
its first year as a publicly-held company.  Fiscal 1998 sales were
$3.8 billion, a 16 percent increase over last year's sales of $3.3 billion.
Net income for the year was $147 million, or $2.13 per share, an increase of
48 percent as compared with 1997 pro forma net income of $99 million, or $1.44
per share.
    Meritor Chairman and Chief Executive Officer, Larry D. Yost said, "I want
to congratulate the men and women of Meritor and thank our valued customers
and suppliers who helped make our initial year as a public company a great
success."
    Net income, before special items, was $166 million in fiscal 1998, or
$2.40 per share, compared with 1997 net income of $120 million, or $1.74 per
share, an improvement of 38 percent.  Special items include a one-time charge
for settlement of interest rate agreements in fiscal 1998 and restructuring
and spin-off costs in fiscal 1997, as described below.  Fiscal 1998 operating
earnings of $299 million were up 35 percent over the prior year's pro forma
operating earnings of $221 million, before restructuring and spin-off costs.
Operating margins for fiscal 1998 improved to 7.8 percent from last year's
6.7 percent.
    "Our results for the year were outstanding and reflect the ongoing
successful implementation of our productivity and cost improvement programs,
the strength of our global markets and penetration gains across nearly our
entire product range," Yost said.  "We believe that Meritor is well-positioned
to achieve our stated long-term financial goals to grow internally, on an
average annual basis, sales by 8 percent and earnings per share by 15 percent,
as well as to improve our long-term debt to capitalization ratio to
45 percent, excluding acquisition activities."
    Selling, general and administrative expenses, as a percentage of sales,
improved slightly from 6.6 percent to 6.5 percent, despite planned increased
investments in information technology.  Other income for 1998 was up
$5 million over last year primarily due to higher equity income from joint
ventures pertaining to the heavy truck and trailer markets.
    Cash flow from operations for fiscal 1998 was $278 million, an increase of
34 percent over the prior year reflecting Meritor's strong emphasis on cash
generation.  Increased cash flow has enabled Meritor to reduce debt and
improve its long-term debt to capitalization ratio by 20 percentage points, to
51 percent at September 30, 1998, from 71 percent a year ago.

    Fourth Quarter and Special Items
    In the fourth quarter of fiscal 1998, the company recorded a one-time
charge of $31 million ($19 million after-tax) or $.27 per share in connection
with the settlement of interest rate agreements.  These agreements were
entered into in April 1998 to secure interest rates in anticipation of
offering debt securities.  The planned issuance of these debt securities did
not occur, initially due to the consideration of a major acquisition and,
subsequently, the instability in the U.S. corporate bond market.  These
agreements were settled and paid in October 1998.
    The company recorded restructuring charges and spin-off costs of
$29 million ($21 million after-tax) or $.30 per share in the fourth quarter of
fiscal 1997.
    Amounts set forth in this paragraph are before special items and 1997
results are stated on a pro forma basis.  Fourth quarter sales for fiscal 1998
were $954 million, increasing 13 percent from fourth quarter 1997 sales of
$842 million.  Fourth quarter operating earnings were $67 million, up
$18 million or 37 percent over 1997.  Operating margins increased to
7.0 percent during the fourth quarter of 1998, a 1.2 percentage point increase
over operating margins of 5.8 percent for the fourth quarter of 1997.  Net
income was $42 million or $.61 per share, increasing 56 percent compared to
1997 net income of $27 million or $.39 per share.

    Heavy Vehicle Systems
    Heavy Vehicle Systems sales grew to a record $2.4 billion in fiscal 1998,
an increase of $404 million or 21 percent over 1997.  Sales increased across
all of the company's heavy truck and trailer products, including axles,
transmissions, clutches, drivelines and brake systems, primarily as a result
of the strong North American heavy truck market, greater market penetration
and improved volumes in the aftermarket.  Sales also increased in Heavy
Vehicle Systems off-highway, government and specialty product lines.

    Light Vehicle Systems
    Light Vehicle Systems also reported record sales for the year of
$1.5 billion, an increase of $123 million or 9 percent over 1997.  The sales
growth was driven by penetration gains in the door, suspension, access control
and seat adjusting systems and wheel product lines and somewhat by higher
industry volumes in Europe.  This growth was negatively affected by lower
European sunroof demand and the adverse impact of currency translation on
European sales.

    Outlook
    Yost said, "Our markets are currently strong, and looking to the first
half of fiscal 1999 the outlook remains the same.  However, beyond this
horizon the outlook is less clear and economic uncertainties around the world
may make 1999 a challenging year in many of our global markets.  As a result
of the diversity and balance of our product portfolio and served markets, we
expect to perform well in this environment with revenue growth in the single
digit range."
    Meritor, with 1998 sales of more than $3.8 billion, is a global supplier
of a broad range of components and systems for commercial, specialty and light
vehicle OEMs and the aftermarket.  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,
suspension and seat adjusting systems, and wheels for passenger cars, light
trucks and sport utility vehicles.

    This news release contains statements relating to future results that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995.  Actual results may differ materially from those projected
as a result of certain risks and uncertainties, including but not limited to
those detailed from time to time in the Company's Securities and Exchange
Commission filings.
    For more information, visit the Meritor website at
http://www.meritorauto.com


                           MERITOR AUTOMOTIVE, INC.
                        SALES AND EARNINGS INFORMATION
                  ($ in millions, except per share amounts)

                                 Quarter Ended              Year Ended
                                 September 30,             September 30,
                                1998        1997 (1)      1998        1997 (1)

     Sales
        Heavy Vehicle Systems   $602        $538        $2,361      $1,957
        Light Vehicle Systems    352         304         1,475       1,352
     Total Sales                $954        $842        $3,836      $3,309

     Gross Margin               $131        $106          $547        $438
     Selling, General
      and Administrative          64          57           248         217
     Restructuring and
      Spin-off Costs               -          29             -          29

     Operating Earnings          $67         $20          $299        $192
     Other Income-Net             10           5            20          15
     Interest Rate
      Settlement Cost (2)        (31)          -           (31)          -
     Interest Expense            (11)        (12)          (43)        (38)

     Income Before
      Income Taxes                35          13           245         169
     Provision for
      Income Taxes               (12)         (7)          (98)        (70)

     Net Income                  $23          $6          $147         $99

     Basic and Diluted
      Earnings Per Share       $0.34       $0.09         $2.13       $1.44

     Average Shares Outstanding
      (in millions)             69.0        68.9          69.0        68.9

     Before Special Items (3):

        Operating Earnings       $67         $49          $299        $221

        Net Income               $42         $27          $166        $120

        Basic and Diluted
         Earnings Per Share    $0.61       $0.39         $2.40       $1.74


    (1)  The quarter and year ended September 30, 1997 are presented on a pro
forma basis, see attached reconciliation from historical to pro forma.
    (2)  Represents the one-time charge of $31 million relating to the
settlement of interest rate agreements.  The agreements were entered into in
April 1998 to secure interest rates in anticipation of offering debt
securities.
    (3)  Special items include the interest rate settlement cost of $31
million ($19 million after-tax or $.27 per share) recorded in the fourth
quarter of 1998 and restructuring and spin-off costs of $29 million ($21
million after-tax or $.30 per share on a pro forma basis) recorded in the
fourth quarter of 1997.


                           MERITOR AUTOMOTIVE, INC.
                   PRO FORMA SALES AND EARNINGS INFORMATION
                  ($ in millions, except per share amounts)

                                      Quarter Ended September 30, 1997
                                              Pro Forma (1)
                              Historical     Adjustments           Pro Forma
     Sales
        Heavy Vehicle Systems   $538             $ -                  $538
        Light Vehicle Systems    304               -                   304
     Total Sales                $842             $ -                  $842

     Gross Margin               $106             $ -                  $106
     Selling, General
      and Administrative          60              (3)                   57
     Restructuring and
      Spin-off Costs              29               -                    29

     Operating Earnings          $17              $3                   $20
     Other Income-Net              5               -                     5

     Interest Expense             (4)             (8)                  (12)

     Income Before Income Taxes   18              (5)                   13
     Provision for Income Taxes   (9)              2                    (7)

     Net Income                   $9             $(3)                   $6

     Basic and Diluted
      Earnings Per Share                                             $0.09

     Basic and Diluted
      Earnings Per Share                                             $0.39
        Before Special Items (2)

     Shares Outstanding
      (in millions)                                                  68.9


                                      Year Ended September 30, 1997
                                              Pro Forma (1)
                              Historical     Adjustments           Pro Forma
     Sales
        Heavy Vehicle Systems $1,957             $ -                $1,957
        Light Vehicle Systems  1,352               -                 1,352
     Total Sales              $3,309             $ -                $3,309

     Gross Margin               $438             $ -                  $438
     Selling, General
      and Administrative         228             (11)                  217
     Restructuring and
      Spin-off Costs              29               -                    29

     Operating Earnings         $181             $11                  $192
     Other Income-Net             15               -                    15

     Interest Expense            (10)            (28)                  (38)

     Income Before Income Taxes  186             (17)                  169
     Provision for Income Taxes  (77)              7                   (70)

     Net Income                 $109            $(10)                  $99

     Basic and Diluted
      Earnings Per Share                                             $1.44

     Basic and Diluted
      Earnings Per Share                                             $1.74
        Before Special Items (2)

     Shares Outstanding
      (in millions)                                                   68.9

    (1) Pro forma information reflects (a) the 68.9 million shares of common
stock issued at the date of the spin-off from Rockwell International, (b)
management's estimate that corporate costs would have been $3 million and $11
million lower on a stand-alone basis for the quarter and year ended September
30, 1997 than those allocated to the Automotive Business by Rockwell and (c)
$8 million and $28 million of interest expense at 6.0% for the quarter and
year ended September 30, 1997 related to the debt incurred by the Company in
connection with the $445 million pre-distribution payment to Rockwell.
    (2) Special items include the restructuring and spin-off costs of $29
million ($21 million after-tax or $.30 per share on a pro forma basis)
recorded in the fourth quarter of 1997.


                           MERITOR AUTOMOTIVE, INC.
                            SUMMARY BALANCE SHEET
                               ($ in millions)

                                   September 30,             September 30,
                                      1998                       1997

     ASSETS

     Cash                               $65                      $133
     Other Current Assets             1,151                     1,018
     Property, Net                      666                       635
     Other Assets                       204                       216

     Total                           $2,086                    $2,002


     LIABILITIES & SHAREOWNERS' EQUITY

     Short-term Debt                    $34                       $21
     Current Liabilities              1,020                       895
     Accrued Retirement Benefits        378                       387
     Other Liabilities                   44                        46
     Long-term Debt                     313                       465
     Equity & Minority Interest         297                       188

     Total                           $2,086                    $2,002


                           MERITOR AUTOMOTIVE, INC.
                 SUMMARY STATEMENT OF CONSOLIDATED CASH FLOWS
                                ($ in millions)


                                   September 30,           September 30,
                                      1998                      1997

     OPERATING ACTIVITIES

     Net Income                        $147                      $109
     Adjustments to Net Income
         Depreciation and Amortization  102                       100
         Pension Contributions          (28)                       (5)
         Other                           11                        37
     Changes in Assets and Liabilities   46                       (33)

           CASH PROVIDED BY OPERATING
             ACTIVITIES                 278                       208

     INVESTING ACTIVITIES

     Capital Expenditures              (139)                     (126)
     Other                                9                        (8)

           CASH USED FOR INVESTING
             ACTIVITIES                (130)                     (134)

     FINANCING ACTIVITIES

     Net (Decrease) Increase in Debt   (129)                      456
     Cash Dividends                     (29)                        -
     Pre-Distribution Payment
       to Rockwell                        -                      (445)
     Distribution Tax Obligation        (72)                       58
     Net Transfers from (to) Rockwell    14                       (84)

           CASH USED FOR FINANCING
             ACTIVITIES                (216)                      (15)

     (DECREASE) INCREASE IN CASH        (68)                       59

     CASH AT BEGINNING OF YEAR          133                        74

     CASH AT END OF YEAR                $65                      $133