<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997. COMMISSION FILE NUMBER 1-13093
                            ------------------------
 
                            MERITOR AUTOMOTIVE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
            <S>                                 <C>
                        DELAWARE                           38-3354643
            (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)
 
                  2135 WEST MAPLE ROAD                     48084-7186
                     TROY, MICHIGAN                        (ZIP CODE)
            (ADDRESS OF PRINCIPAL EXECUTIVE
                         OFFICES)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (248) 435-1000
                            ------------------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                   NAME OF EACH EXCHANGE ON WHICH
                TITLE OF EACH CLASS                          REGISTERED
        ------------------------------------    ------------------------------------
        <S>                                     <C>
             Common Stock, $1 Par Value               New York Stock Exchange
        (including the associated Preferred
               Share Purchase Rights)
</TABLE>
 
                            ------------------------
        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X     No 
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
 
     The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant on November 30, 1997 was approximately $1.54
billion.
 
     69,030,380 shares of the registrant's Common Stock, par value $1 per share,
were outstanding on November 30, 1997.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
(1) Certain information contained in the Annual Report to Shareowners of the
    registrant for the fiscal year ended September 30, 1997 is incorporated by
    reference into Part I, Part II and Part IV.
 
(2) Certain information contained in the Proxy Statement for the Annual Meeting
    of Shareowners of the registrant to be held on February 11, 1998 is
    incorporated by reference into Part III.
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<PAGE>   2
 
                                     PART I
 
ITEM 1.  BUSINESS.
 
     Meritor Automotive, Inc. (the "Company" or "Meritor"), headquartered in
Troy, Michigan, is a leading global supplier of a broad range of components and
systems for use in commercial, specialty and light vehicles. The Company was
incorporated in Delaware in May 1997 in connection with the September 30, 1997
distribution by Rockwell International Corporation, a Delaware corporation and
Meritor's former parent company ("Rockwell"), to Rockwell shareowners on a pro
rata basis of all of the issued and outstanding shares of the Company (the
"Distribution"). In the Distribution, Rockwell shareowners received one share of
Company Common Stock for every three shares of Rockwell Common Stock owned on
September 17, 1997, the record date for the Distribution. Prior to the
Distribution, Rockwell transferred substantially all of its operations, assets
and liabilities related to the automotive businesses then owned and operated by
Rockwell (the "Automotive Business") (including liabilities relating to former
operations) to the Company or to subsidiaries of the Company. As used herein,
the terms "Company" or "Meritor" include subsidiaries and predecessors unless
the context indicates otherwise.
 
     Whenever reference is made in any Item of this Annual Report on Form 10-K
to information under specific captions of the 1997 Annual Report to Shareowners
of the Company (the "1997 Annual Report") or to information in the Proxy
Statement for the Annual Meeting of Shareowners of the Company to be held on
February 11, 1998 (the "1998 Proxy Statement"), such information shall be deemed
to be incorporated into that Item by such reference.
 
     Meritor serves a broad range of original equipment manufacturer ("OEM")
customers worldwide, including truck OEMs, light vehicle OEMs, semi-trailer
producers and off-highway and specialty vehicle manufacturers. Its ten largest
customers accounted for 59% of total fiscal 1997 sales. The Company operates 46
manufacturing facilities around the world. Sales outside North America accounted
for approximately 41% of total sales in fiscal 1997.
 
     The Company serves its customers worldwide through Heavy Vehicle Systems
("HVS") and Light Vehicle Systems ("LVS"). HVS, which had fiscal 1997 sales of
approximately $2.0 billion, supplies drivetrain systems and components,
including axles, brakes, transmissions, clutches and drivelines, for heavy-duty
and medium-duty trucks, trailers, off-highway equipment, buses and coaches, as
well as other specialty and military vehicles. LVS, which had fiscal 1997 sales
of approximately $1.3 billion, supplies electromechanical and other components
and systems, including roof, door, access control and seat adjusting systems, as
well as suspension products and steel wheels, for passenger cars, light trucks
and sport utility vehicles.
 
     The Company's sales by product class for the three fiscal years ended
September 30, 1997 were as follows:
 
<TABLE>
<CAPTION>
                                                                       FISCAL YEAR
                                                                   ENDED SEPTEMBER 30,
                                                               ----------------------------
                                                                1997       1996       1995
                                                               ------     ------     ------
                                                                      (IN MILLIONS)
    <S>                                                        <C>        <C>        <C>
    Heavy Vehicle Systems:
      Truck and Trailer Products.............................  $1,441     $1,360     $1,504
      Off-Highway, Specialty and Military Vehicle Products...     516        467        433
    Light Vehicle Systems....................................   1,352      1,317      1,188
                                                               ------     ------     ------
              Total..........................................  $3,309     $3,144     $3,125
                                                               ======     ======     ======
</TABLE>
<PAGE>   3
 
     The following charts depict HVS sales by product and geographic region for
the fiscal year ended September 30, 1997:
 
                             HEAVY VEHICLE SYSTEMS
 
                 [PIE CHART]                              [PIE CHART]

            1997 SALES BY PRODUCT               1997 SALES BY GEOGRAPHIC REGION

      - TRUCK AND TRAILER                65%     - NORTH AMERICA           75%
        AXLES AND BRAKES                           
                                                 - EUROPE                  17%
      - OFF-HIGHWAY, SPECIALTY AND       26%
        MILITARY VEHICLE PRODUCTS                - SOUTH AMERICA            5%

      - TRANSMISSIONS, CLUTCHES,          9%     - ASIA-PACIFIC             3% 
        DRIVELINES AND OTHER
        PRODUCTS

        MEMO: AFTERMARKET SALES
        REPRESENTED 15% OF TOTAL
        HEAVY VEHICLES SYSTEMS
        SALES.

 
     In fiscal 1997, aftermarket sales represented 15% of total HVS sales and
were made primarily in North America.
 
     The following charts depict LVS sales by product and geographic region for
the fiscal year ended September 30, 1997:
 
                             LIGHT VEHICLE SYSTEMS
 
                [PIE CHART]                              [PIE CHART]

            1997 SALES BY PRODUCT               1997 SALES BY GEOGRAPHIC REGION
 
- ROOF SYSTEMS                     31%           - EUROPE                   51%

- DOOR SYSTEMS                     29%           - NORTH AMERICA            34%

- ACCESS CONTROL SYSTEMS           14%           - SOUTH AMERICA            11%

- SUSPENSION PRODUCTS              12%           - ASIA-PACIFIC              4%

- STEEL WHEELS                     11%

- SEAT ADJUSTING SYSTEMS            3%
 
 
     Meritor began operations separate from Rockwell on October 1, 1997 and,
accordingly, does not have an operating history as an independent company. The
financial information included or incorporated by reference in this Annual
Report on Form 10-K reflects the Automotive Business as part of Rockwell, and
may not necessarily reflect the results of operations, financial position and
cash flows of the Automotive Business had the Company been operated
independently during the periods presented.
 
INDUSTRY TRENDS
 
     The automotive industry is experiencing several significant trends that
present opportunities and challenges to industry suppliers. These trends, which
influence the Company's business strategies, include the globalization of OEMs
and their suppliers, increased outsourcing by OEMs, increased demand for modules
and systems by OEMs and the consolidation of suppliers worldwide.
 
     As OEMs expand geographically to access new markets, they are able to
achieve significant cost savings and enhanced product quality and consistency by
sourcing from the most capable, full-service global suppliers. OEMs and
suppliers also have the opportunity to take advantage of economies of scale
through global sourcing
 
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of components and systems and by designing platforms that can be used in
different geographic markets, but still be adapted to local preferences.
 
     OEMs are responding to global competitive pressures to improve quality and
reduce manufacturing costs and related capital investments by outsourcing
products which they historically have engineered and manufactured internally.
Outsourcing enables OEMs to focus on their core design, assembly and marketing
capabilities. In markets addressed by LVS, this increased outsourcing trend has
extended not only to components, but to entire modules and systems, requiring
suppliers to provide a higher level of engineering, design, electromechanical
and systems integration expertise in order to remain competitive. Increased
outsourcing by light vehicle OEMs has produced higher overall per vehicle sales
by independent suppliers. Such increased outsourcing can result in supplier
sales growth independent of the overall automotive industry growth trend.
 
     OEMs also are reducing their total number of suppliers and are more
frequently entering into supply arrangements with the most capable global
suppliers. Increasingly, the criteria for selection include not only quality,
cost and responsiveness, but also certain full-service capabilities, including
design and engineering. This trend and the globalization trend described above
have contributed to the consolidation of automotive suppliers into larger, more
efficient and more capable companies.
 
BUSINESS STRATEGIES
 
     Meritor has developed leadership market positions as it has grown into a
global supplier of a broad range of components and systems for use in
commercial, specialty and light vehicles worldwide. Meritor seeks to enhance its
leadership positions and capitalize on its existing customer, product and
geographic strengths, as well as the industry trends described above, and to
increase its sales, earnings and profitability by employing the following
business strategies:
 
     Continuously Improve Core Business Processes.  The Company is continuously
seeking to improve its core business processes through investment in information
technology and capital equipment, rationalization of production among
facilities, deintegration of non-core processes, establishment of flexible
assembly sites and simplification and increased commonality of products in order
to reduce product costs and improve product quality while lowering required
asset investment levels, reducing product development times and increasing
flexibility to meet customer needs.
 
     Capitalize on Customer Outsourcing Activities.  A significant growth
strategy of the Company is to provide lower cost and higher quality products to
customers in connection with their increasing outsourcing activities. Management
believes truck and trailer OEMs in Europe will increasingly outsource in order
to achieve cost and efficiency advantages. The Company intends to work closely
with current and prospective customers worldwide to identify and implement
mutually beneficial outsourcing opportunities. The Company has sought and will
continue to seek to utilize its broad product line and design, engineering and
manufacturing expertise by expanding its sales of higher value modules and
systems. The Company will seek to utilize its leadership positions in the supply
of electromechanical systems to light vehicle OEMs and its ability to provide
drivetrain systems to truck and specialty vehicle OEMs to capitalize on this
anticipated customer demand.
 
     Leverage Geographic Strengths.  Geographic expansion to meet the global
sourcing needs of customers and to address new markets will continue to be an
important element of the Company's growth strategy. Management believes
opportunities exist to increase further the Company's presence in the North
American light vehicle markets, where its sales of light vehicle products
increased from approximately $415 million in fiscal 1996 ($27.48 content per
light vehicle manufactured in North America) to approximately $466 million in
fiscal 1997 ($30.66 content per light vehicle manufactured in North America).
The Company also believes there are opportunities to increase sales to
heavy-duty and medium-duty commercial vehicle OEMs in Europe, building on
established customer relationships with their North American affiliates and the
 
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Company's existing manufacturing presence in Europe. Emerging markets such as
the Asia-Pacific region and South America also present growth opportunities as
demand for commercial, specialty and light vehicles increases in these areas.
 
     Introduce New Systems and Technologies.  Meritor plans to continue
investing in new technologies, including electronics, and product development
and working closely with its customers to develop and implement design,
engineering, manufacturing and quality improvements. The Company will draw upon
the engineering resources of its Technical Center in Troy, Michigan and its
engineering centers of expertise in the United States, Brazil, Canada, France,
Germany and the United Kingdom, as well as its ongoing relationship with the
Rockwell Science Center. See -- Research and Development.
 
     Management believes that its strategy of continuing to introduce new and
improved systems and technologies will be an important factor in its efforts to
achieve its growth objectives.
 
     Expand Aftermarket Business.  Meritor intends to pursue growth of its
aftermarket business, which historically has generated higher profit margins
than those associated with original equipment sales. The Company's fiscal 1997
aftermarket sales were $290 million, representing sales of components and
services principally to HVS North American customers. The Company will seek to
expand its aftermarket business by utilizing its advanced distribution center in
Florence, Kentucky, and leveraging its existing aftermarket channels with new
products, both those manufactured by the Company and those manufactured by
others and sold by the Company under distribution agreements.
 
     Selectively Pursue Strategic Opportunities.  The Company regularly
evaluates various strategic and business development opportunities, including
license agreements, marketing arrangements, joint ventures and acquisitions. The
Company intends to continue selectively to pursue alliances and acquisitions
that would allow it to gain access to new customers and technologies, penetrate
new geographic markets and enter new product markets.
 
PRODUCTS
 
     Meritor designs, develops, manufactures, markets, distributes, sells,
services and supports a broad range of products for use in commercial, specialty
and light vehicles. In addition to sales to the OEM market, the Company provides
its truck and trailer products and off-highway and specialty products to OEMs,
dealers, distributors, fleets and other end-users in the aftermarket. Principal
products of the Company include the following:
 
HEAVY VEHICLE SYSTEMS
 
Truck and Trailer Products
 
     Truck Axles.  Meritor is the world's leading independent supplier of axles
for heavy-duty commercial vehicles. The Company's five axle manufacturing
facilities located in the United States, Brazil, England and Italy produce axles
for heavy-duty and medium-duty commercial vehicles. The Company's extensive
truck axle product line includes a wide range of drive and non-drive front steer
axles and single and tandem rear drive axles, which can include
driver-controlled differential lock for extra traction, aluminum carriers to
reduce weight and pressurized filtered lubrication systems for longer life. The
Company's front steer and rear drive axles can be equipped with the Company's
cam, wedge or air disc brakes, automatic slack adjusters and anti-lock braking
systems.
 
     Brakes.  The Company is a leading independent supplier of air brakes to
heavy-duty and medium-duty commercial vehicle manufacturers. Through four
manufacturing facilities located in the United States, Canada, England and
Italy, the Company manufactures a broad range of foundation air brakes, as well
as automatic slack adjusters for brake systems. The Company's foundation air
brake products include cam drum brakes, which offer improved lining life and
tractor/trailer interchangeability, air disc brakes, which provide fade
resistant braking for demanding applications, and wedge drum brakes, which are
lightweight and provide automatic internal wear adjustment.
 
                                        4
<PAGE>   6
 
     Through its 50%-owned joint venture with WABCO Automotive Products
("WABCO"), a wholly-owned subsidiary of American Standard, Inc., the Company is
the leading supplier of anti-lock braking systems ("ABS") and a supplier of
other electronic and pneumatic control systems for North American heavy-duty
commercial vehicles. Through the joint venture, the Company also supplies
hydraulic ABS to the North American medium-duty truck market.
 
     In 1995, federal regulations were adopted requiring that new heavy-duty and
medium-duty vehicles sold in the United States be equipped with ABS. The first
phase of this regulation requiring truck-tractors to be ABS equipped became
effective in March 1997. ABS also will be required on all trailers, single-unit
trucks and buses with air brakes manufactured after March 1, 1998 and on all
trucks and buses with hydraulic brakes manufactured after March 1, 1999.
 
     Trailer Products.  Meritor believes it is the world's leading manufacturer
of heavy-duty trailer axles, with leadership positions in North America and in
Europe. The Company's trailer axles are available in over forty models in
capacities from 20,000 to 30,000 pounds for virtually all heavy trailer
applications, and are available with the Company's broad range of brake
products, including ABS. In addition, the Company supplies trailer air
suspension products, for which it has strong market positions in Europe and
growing market presence in North America.
 
     Transmissions.  The Company introduced its transmission product line in
1989, enabling it to supply a complete drivetrain system to heavy-duty
commercial vehicle manufacturers in North America. The Company's range of
transmission models includes its Engine Synchro Shift(TM) transmission for
heavy-duty trucks that is designed to reduce gear shifting effort for drivers
and reduce wear on clutches and other drivetrain components in a cost efficient
manner by synchronizing engine speed to road speed shifts without use of the
clutch. See Item 3, Legal Proceedings.
 
     Clutches, Drivelines and Other Products.  Meritor also supplies universal
joints and driveline components, as well as clutches, including diaphragm-spring
clutches. The Company believes that its Permalube(TM) universal joint is
currently the only permanently lubricated universal joint used in the high
mileage on-highway market. The Company also supplies Tripmaster(R) on-board
computers, which provide trip and vehicle diagnostics, to truck OEMs and fleet
operators.
 
Off-Highway, Specialty and Military Vehicle Products
 
     Off-Highway Vehicle Products.  The Company supplies heavy-duty axles,
brakes and drivelines for use in numerous off-highway vehicle applications,
including construction, material handling, agriculture, mining and forestry, in
North America, South America, Europe and China. These products are designed to
tolerate high tonnages and operate under extreme conditions.
 
     Specialty Vehicle Products.  The Company supplies axles, brakes and
transfer cases for use in buses, coaches and recreational, fire and other
specialty vehicles in North America and Europe, and is the leading supplier of
bus and coach axles and brakes in North America.
 
     Military Vehicle Products.  The Company supplies axles, brakes, brake
system components including ABS, trailer products, transfer cases and drivelines
for use in medium-duty and heavy-duty military tactical wheeled vehicles,
principally in North America.
 
LIGHT VEHICLE SYSTEMS
 
     Roof Systems.  Meritor is one of the world's leading independent suppliers
of sunroofs and roof systems products, including its Golde(R) brand sunroofs,
for use in passenger cars, light trucks and sport utility vehicles. The
Company's roof system manufacturing facilities in North America, Europe and the
Asia-Pacific region supplied approximately 1.7 million sunroofs and sunroof
systems in fiscal 1997.
 
     Door Systems.  The Company is the world's leading supplier of manual and
power window regulators and a leading supplier of integrated door modules and
systems. The Company manufactures approximately 23 million window regulators
annually at plants in North America, South America, Europe and the Asia-
 
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Pacific region for light vehicle and heavy-duty commercial vehicle
manufacturers. The Company's wide range of power and manual door system products
utilize numerous technologies and offer the Company's own electric motors, which
are designed for individual applications and to maximize operating efficiency
and reduce noise levels.
 
     Access Control Systems.  Meritor supplies manual and power activated latch
systems to light vehicle and heavy-duty commercial vehicle manufacturers, with
leadership market positions in Europe and a growing market presence in North
America and the Asia-Pacific region. The Company's access control products
include modular and integrated door latches, actuators, trunk and hood latches
and fuel flap locking devices. From its access control systems manufacturing
facilities in North America, Europe and the Asia-Pacific region, the Company
manufactures over 18 million latches and 6 million actuators annually.
 
     Seat Adjusting Systems.  The Company supplies manual and power seat
adjusting systems for passenger cars, light trucks and sport utility vehicles,
principally in North America. The Company's seat adjusting system products,
first introduced in 1994, feature systems with integrated electronic memory and
electric motors manufactured by the Company which are designed with speed and
power capabilities to meet the specific requirements of each vehicle platform.
 
     Suspension Products.  Through its 57%-owned joint venture with Mitsubishi
Steel Mfg. Co., the Company is one of the leading independent suppliers of
products used in suspension systems for passenger cars, light trucks and sport
utility vehicles in North America. The Company's suspension system products,
which are manufactured at three facilities in the United States and Canada,
include coil springs, stabilizer bars and torsion bars. This business has
experienced significant sales growth over the past five years as light vehicle
OEMs have increased their outsourcing of suspension system products and the
light vehicle market has grown.
 
     Steel Wheels.  Meritor is a leading supplier of steel wheels to the light
vehicle OEM market, principally in North and South America. The Company's wheel
manufacturing facility in Brazil, and its recently established facility in
Mexico, combine to produce more than ten million wheels annually.
 
CUSTOMERS; SALES AND MARKETING
 
     Meritor has numerous customers worldwide and has developed long-standing
business relationships with many of these customers. The Company markets and
sells its products principally to OEMs. In North America, the Company also
markets its truck and trailer products directly to dealers, fleets and other
end-users, who may designate the components and systems of a particular supplier
for installation in the vehicles they purchase from OEMs. Most of the Company's
sales to OEMs, consistent with industry practice, are made through open purchase
orders, which do not require the purchase of a minimum number of products and
typically may be canceled by the customer on reasonable notice without penalty.
The Company also sells products to certain customers under long-term
arrangements that require the Company to provide annual cost reductions (through
price reductions or other cost benefits for the OEMs) by certain percentages
each year. If the Company were unable to generate sufficient production costs
savings in the future to offset such price reductions, the Company's gross
margins could be adversely affected. In addition to sales to the OEM market, the
Company also provides its truck and trailer products and off-highway and
specialty products to OEMs, dealers, distributors, fleets and other end-users in
the aftermarket.
 
     The Company is dependent upon large OEM customers with substantial
bargaining power, including with respect to price and other commercial terms.
Although the Company believes that it generally enjoys good relations with its
OEM customers, loss of all or a substantial portion of the Company's sales to
any of its large volume customers for whatever reason (including, but not
limited to, loss of contracts, reduced or delayed customer requirements or
strikes or other work stoppages affecting production by such customers) could
have a significant adverse effect on the Company's financial results. During
fiscal 1997, Freightliner Corporation and Mercedes-Benz A.G. (each of which is
owned by Daimler-Benz A.G.) together accounted for approximately 11% of total
sales of the Company. In May 1997, Freightliner Corporation entered into a
definitive agreement with Ford Motor Company for the purchase of Ford's heavy
truck business, also a customer of the Company. Freightliner, Mercedes and
Ford's heavy truck business together accounted for approximately 15% of total
fiscal 1997 sales of the Company.
 
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<PAGE>   8
 
     Except as noted above with respect to the North American market for
heavy-duty trucks, the Company generally competes for new business from OEMs
both at the beginning of the development of new vehicle platforms and upon the
redesign of existing platforms. New platform development generally begins two to
four years prior to start-up of production. Once a supplier has been designated
to supply products to a new platform, an OEM will generally continue to purchase
those products from the supplier for the life of the platform, which typically
lasts four to six years.
 
COMPETITION
 
     The Company operates in a highly competitive environment. Principal
competitive factors are price, quality, service, product performance, design and
engineering capabilities, new product innovation and timely delivery. The
Company competes worldwide with a number of United States and international
manufacturers that are both larger and smaller than the Company in terms of
resources and market shares. In addition, certain OEMs manufacture for their own
use products of the type supplied by the Company. In North America, the major
competitors of HVS are Eaton Corporation and Dana Corporation. LVS has numerous
competitors across its various product lines worldwide.
 
RAW MATERIALS AND SUPPLIES
 
     The Company believes it has adequate sources for the supply of raw
materials and components for its manufacturing needs with suppliers located
around the world. The Company does, however, concentrate its purchases of
certain raw materials and parts over a limited number of suppliers and is
dependent upon the ability of its suppliers to meet performance and quality
specifications and delivery schedules. Although the Company historically has not
experienced any significant difficulties in obtaining an adequate supply of raw
materials and components necessary for its manufacturing operations, the loss of
a significant supplier or the inability of a supplier to meet performance and
quality specifications or delivery schedules could have an adverse effect on the
Company.
 
JOINT VENTURES
 
     As the automotive industry has become more globalized, joint ventures and
other cooperative arrangements have become an important element of the business
strategies of the Company. The Company currently has interests in 14 joint
ventures with operations in the United States, Australia, Brazil, Canada, China,
India, Japan, Mexico and Turkey. In accordance with generally accepted
accounting principles, operating results of the eight joint ventures more than
50% owned are consolidated in the financial statements of the Company. Joint
ventures of the Company include its 50%-owned joint venture with WABCO for the
manufacture and supply of ABS systems for heavy-duty commercial vehicles and its
57%-owned joint venture with Mitsubishi Steel Mfg. Co. for the manufacture and
supply of suspension products for passenger cars, light trucks and sport utility
vehicles.
 
ACQUISITIONS AND DISPOSITIONS
 
     Meritor intends regularly to consider various strategic and business
opportunities, including license agreements, marketing arrangements and
acquisitions, and to review the prospects of its existing businesses to
determine whether any of them should be modified, sold or otherwise
discontinued.
 
     The industry in which the Company operates has recently experienced
significant consolidation among suppliers, due in part to globalization and
increased outsourcing of product engineering and manufacturing by OEMs, and in
part to OEMs more frequently awarding long-term, sole-source or preferred
supplier contracts to the most capable global suppliers, thereby reducing the
total number of suppliers from whom components and systems are purchased. While
the Company will consider acquisitions as a means of further expansion, there
can be no assurance that the Company will participate in this industry
consolidation, or that any such consolidation by the Company with other
suppliers will ultimately be advantageous to the Company or that the Company
will not be disadvantaged as a result of consolidation by other suppliers.
 
                                        7
<PAGE>   9
 
RESEARCH AND DEVELOPMENT
 
     The Company has significant research, development, engineering and product
design capabilities. The Company spent approximately $54 million, $51 million
and $58 million in fiscal 1997, 1996 and 1995, respectively, on research and
development. At September 30, 1997, the Company employed approximately 570
professional engineers and scientists. Pursuant to a transitional services
agreement entered into with Rockwell in connection with the Distribution,
Rockwell's Science Center continues to provide assistance to the Company in the
development of various technological and product advancements.
 
PATENTS AND TRADEMARKS
 
     Numerous United States and foreign patents and patent applications are
owned or licensed by the Company in its manufacturing operations and other
activities. While in the aggregate the patents and licenses of the Company are
considered important to the operation of its business, management does not
consider them of such importance that the loss or termination of any one of them
would materially affect the Company. See Item 3, Legal Proceedings.
 
     The Company's name, its registered trademark "Meritor" and its symbol are
important to its business. Other significant trademarks owned by the Company
include Golde(R) (sunroofs), Fumagalli(TM) (wheels) and ROR(TM) (trailer axles).
Under the terms of the Distribution Agreement (the "Distribution Agreement")
entered into with Rockwell in connection with the Distribution, the Company may
continue to apply the "Rockwell" brand name to its products for a period of ten
years after the Distribution.
 
EMPLOYEES
 
     At September 30, 1997, the Company had more than 16,000 full-time
employees. Approximately 3,400 Company employees (including employees referred
to in the following paragraph) in the United States and Canada are covered by
collective bargaining agreements. The Company believes its relationship with
unionized employees is satisfactory. No significant work stoppages have occurred
in the past five years.
 
ENVIRONMENTAL MATTERS
 
     In connection with the Distribution, the Company assumed all liabilities in
respect of environmental matters related to current and former operations of the
Automotive Business.
 
     Federal, state and local requirements relating to the discharge of
substances into the environment, the disposal of hazardous wastes, and other
activities affecting the environment have had and will continue to have an
impact on the manufacturing operations of the Company. Thus far, compliance with
environmental requirements and resolution of environmental claims have been
accomplished without material effect on the Company's liquidity and capital
resources, competitive position or financial statements.
 
     Meritor has been designated as a potentially responsible party at three
Superfund sites, excluding sites as to which the Company's records disclose no
involvement or as to which the Company's potential liability has been fully
determined. Management estimates the total reasonably possible costs the Company
could incur for the remediation of Superfund sites at September 30, 1997 to be
about $19 million, of which $12 million has been accrued.
 
     Various other lawsuits, claims, and proceedings have been asserted against
the Company alleging violation of federal, state and local environmental
protection requirements, or seeking remediation of alleged environmental
impairments, principally at previously disposed of properties. For these
matters, management has estimated the total reasonably possible costs the
Company could incur at September 30, 1997 to be about $28 million. The Company
has recorded environmental accruals for these matters of $13 million.
 
     At September 30, 1997, the Company had no receivables recorded from third
parties related to environmental matters.
 
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<PAGE>   10
 
     Based on its assessment and after consulting with David W. Greenfield,
Esq., General Counsel of the Company, management believes that the Company's
expenditures for environmental capital investment and remediation necessary to
comply with present regulations governing environmental protection and other
expenditures for the resolution of environmental claims will not have a material
adverse effect on the Company's liquidity and capital resources, competitive
position or financial statements. Management cannot assess the possible effect
of compliance with future requirements.
 
GEOGRAPHIC INFORMATION
 
     The Company conducts operations in the United States and in 15 foreign
countries. Selected financial information by major geographic area for the three
years ended September 30, 1997 is contained in Note 19 of the Notes to
Consolidated Financial Statements in the 1997 Annual Report.
 
     For the fiscal year ended September 30, 1997, nearly one-half of the
Company's total assets and 41% of sales were outside North America, primarily in
Brazil, France, Germany, Italy and the United Kingdom.
 
     The Company's international operations are subject to a number of risks
inherent in operating abroad, including, but not limited to, risks with respect
to currency exchange rate fluctuations, local economic and political conditions,
disruptions of capital and trading markets, restrictive governmental actions
(such as restrictions on transfer of funds and trade protection measures,
including export duties and quotas and customs duties and tariffs), changes in
legal or regulatory requirements, import or export licensing requirements,
limitations on the repatriation of funds, difficulty in obtaining distribution
and support, nationalization, the laws and policies of the United States
affecting trade, foreign investment and loans, and tax laws. There can be no
assurance that these factors will not have a material adverse impact on the
Company's ability to increase or maintain its foreign sales or on its financial
condition or results of operations.
 
     The Company enters into foreign currency forward exchange contracts to
minimize risk of loss from currency exchange rate fluctuations on firm and
identifiable foreign currency commitments entered into in the ordinary course of
business. The Company has not experienced nor does it anticipate any material
adverse effect on its results of operations or financial condition related to
these foreign currency forward exchange contracts. The Company has not entered
into foreign currency forward exchange contracts for other purposes, and the
Company's financial condition and results of operations could be affected
(negatively or positively) by currency fluctuations.
 
SEASONALITY; CYCLICALITY
 
     The Company may experience seasonal variations in the demand for its
products to the extent automotive vehicle production fluctuates. Historically,
such demand has been somewhat lower in the Company's first and fourth fiscal
quarters (the fourth and third calendar quarters, respectively) when OEM plants
may close during model changeovers and vacation and holiday periods.
 
     In addition, the industry in which the Company operates has been
characterized historically by periodic fluctuations in overall demand for
trucks, passenger cars and other vehicles for which the Company supplies
products, resulting in corresponding fluctuations in demand for products of the
Company. Cycles in the major automotive industry markets of North America and
Europe are not necessarily concurrent or related. The cyclical nature of the
automotive industry is outside the control of the Company and cannot be
predicted with certainty. The Company has sought and will continue to seek to
expand its operations globally to mitigate the effect of periodic fluctuations
in demand of the automotive industry in one or more particular countries.
 
                                        9
<PAGE>   11
 
     The following table sets forth vehicle production in principal markets
served by the Company for the last five fiscal years:
 
<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED SEPTEMBER 30,
                                                      -----------------------------------------
                                                      1993     1994     1995     1996     1997
                                                      -----    -----    -----    -----    -----
    <S>                                               <C>      <C>      <C>      <C>      <C>
    Heavy Vehicles (In thousands):
      North America, Heavy-Duty Trucks..............    179      214      248      204      201
      North America, Medium-Duty Trucks.............    109      125      147      126      138
      North America, Trailers.......................    211      270      327      266      248
      Europe, Trailers..............................     79       75       95       94       84
    Light Vehicles (In millions):
      North America.................................   13.0     14.6     15.1     15.1     15.2
      Europe........................................   11.5     12.1     12.9     13.0     13.0
      Asia-Pacific (calendar year data).............   15.5     15.6     15.6     16.8     17.6
</TABLE>
 
---------------
Source: Automotive industry publications and management estimates.
 
CAUTIONARY STATEMENT
 
     This Annual Report on Form 10-K contains statements relating to future
results of the Company (including certain projections and business trends) 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 various risks and uncertainties, including but not limited to global
economic and market conditions, such as the demand for commercial, specialty and
light vehicles for which the Company supplies products; risks inherent in
operating abroad; OEM program delays; demand for and market acceptance of new
and existing products; successful development of new products; reliance on major
OEM customers; labor relations of the Company, its customers and suppliers; and
competitive product and pricing pressures, as well as other risks and
uncertainties, including those detailed herein and from time to time in other
filings of the Company with the Commission. See also -- Customers; Sales and
Marketing, -- Competition, -- Raw Materials and Supplies, -- Acquisitions and
Dispositions, -- Geographic Information and -- Seasonality; Cyclicality herein
and Chief Financial Officer's Review -- Management's Discussion and Analysis in
the 1997 Annual Report.
 
ITEM 2.  PROPERTIES.
 
     At September 30, 1997, the Company operated 46 manufacturing facilities
throughout the United States and in Europe, Brazil, Canada, Mexico, Australia
and the Far East. It also had 19 engineering facilities, sales offices,
warehouses and service centers. These facilities had an aggregate floor space of
approximately 11 million square feet, substantially all of which is in use. Of
this floor space, approximately 91% was owned by the Company and approximately
9% was leased. There are no major encumbrances (other than financing
arrangements which in the aggregate are not material) on any of the Company's
plants or equipment. In the opinion of management, the Company's properties have
been well maintained, are in sound operating condition and contain all equipment
and facilities necessary to operate at present levels. A summary of floor space
of these facilities at September 30, 1997 is as follows:
 
<TABLE>
<CAPTION>
                                                                OWNED          LEASED
                            LOCATION                          FACILITIES     FACILITIES     TOTAL
    --------------------------------------------------------  ----------     ----------     ------
                                                                 (IN THOUSANDS OF SQUARE FEET)
    <S>                                                       <C>            <C>            <C>
    United States...........................................     4,431           256         4,687
    Canada..................................................       691            38           729
    Europe..................................................     2,956           276         3,232
    Asia-Pacific............................................       406           391           797
    Latin America...........................................     1,441            15         1,456
                                                                 -----           ---        ------
              Total.........................................     9,925           976        10,901
                                                                 =====           ===        ======
</TABLE>
 
                                       10
<PAGE>   12
 
ITEM 3.  LEGAL PROCEEDINGS.
 
     On July 17, 1997 Eaton Corporation filed suit against Rockwell in the U.S.
District Court in Wilmington, Delaware asserting infringement of Eaton's U.S.
Patent No. 4850236, which covers certain aspects of heavy-duty truck
transmissions, by the Company's Engine Synchro Shift(TM) transmission for
heavy-duty trucks. Eaton seeks preliminary and permanent injunctions and
unspecified damages. On October 30, 1997, the Company filed a motion for summary
judgment. On November 4, 1997, the court denied Eaton's request for a
preliminary injunction. Based on advice of M. Lee Murrah, Esq., Assistant
General Counsel of the Company, management believes the Company's truck
transmissions do not infringe Eaton's patent. The Company intends to defend the
suit vigorously.
 
     Various other lawsuits, claims and proceedings have been or may be
instituted or asserted against Rockwell or the Company or their respective
subsidiaries relating to the conduct of the Company's business, including those
pertaining to product liability, intellectual property, environmental, safety
and health, and employment matters.
 
     Although the outcome of litigation cannot be predicted with certainty and
some lawsuits, claims or proceedings may be disposed of unfavorably to the
Company, based on its evaluation of matters which are pending or asserted and
after consulting with David W. Greenfield, Esq., General Counsel of the Company,
management believes the disposition of such matters will not have a material
adverse effect on the Company's financial statements.
 
     Pursuant to the terms of the Distribution Agreement, the Company assumed
responsibility for all litigation (including environmental proceedings) against
Rockwell or its subsidiaries in respect of the Automotive Business.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
     Prior to the Distribution, Rockwell, as sole shareowner of the Company and
acting by written consent as permitted by Delaware law, approved the following
matters on the dates indicated: (1) on August 12, 1997, amendment of the
Company's certificate of incorporation to reflect a change in the Company's name
from 111 Holdings, Inc. to Meritor Automotive, Inc.; and (2) on August 20, 1997,
adoption by the Company of various benefit plans for the Company's board of
directors and employees and amendment and restatement of the Company's
certificate of incorporation.
 
ITEM 4A.  EXECUTIVE OFFICERS OF THE COMPANY.
 
     The name, age, positions and offices held with the Company and principal
occupations and employment during the past five years of each of the executive
officers of the Company as of December 19, 1997 are as follows:
 
<TABLE>
<CAPTION>
          NAME, OFFICE AND POSITION, AND PRINCIPAL OCCUPATIONS AND EMPLOYMENT            AGE
---------------------------------------------------------------------------------------  ---
<S>                                                                                      <C>
LARRY D. YOST -- Chairman of the Board and Chief Executive Officer of Meritor since May
  1997. Senior Vice President, President, Automotive and Acting President, Heavy
  Vehicle Systems of Rockwell (electronic controls and communications) from March 1997
  to September 1997; President, Heavy Vehicle Systems of Rockwell from November 1994 to
  March 1997; Senior Vice President, Operations of Allen-Bradley Company, Inc.
  (automation), a subsidiary of Rockwell, prior thereto................................  59
ROBERT A. CALDER -- Senior Vice President and President, Light Vehicle Systems of
  Meritor since September 1997. President, Light Vehicle Systems of Rockwell from
  November 1994 to September 1997; Executive Vice President, Automotive Body and
  Chassis Systems of Rockwell from November 1992 to November 1994; Vice President and
  General Manager, Automotive Body Systems of Rockwell prior thereto...................  62
GARY L. COLLINS -- Senior Vice President, Human Resources of Meritor since August 1997.
  Vice President -- Human Resources and Government Relations, Automotive of Rockwell
  from September 1991 to September 1997................................................  51
</TABLE>
 
                                       11
<PAGE>   13
 
<TABLE>
<CAPTION>
          NAME, OFFICE AND POSITION, AND PRINCIPAL OCCUPATIONS AND EMPLOYMENT            AGE
---------------------------------------------------------------------------------------  ---
<S>                                                                                      <C>
DAVID W. GREENFIELD -- Senior Vice President, General Counsel and Secretary of Meritor
  since May 1997. Associate General Counsel of Rockwell from July 1995 to September
  1997; Assistant General Counsel of Rockwell prior thereto............................  47
THOMAS J. JOYCE -- Vice President and Treasurer of Meritor since May 1997. Vice
  President, Investor and Community Relations of Rockwell from May 1989 to September
  1997.................................................................................  50
SUSAN P. KAMPE -- Senior Vice President and Chief Information Officer of Meritor since
  September 1997. Vice President -- Information Technology, Heavy Vehicle Systems of
  Rockwell from August 1996 to September 1997; Director of Global Information Systems
  and Services, Safety Restraints Business of Allied-Signal Automotive (automotive
  component supplier) from August 1994 to August 1996; Manager, Manufacturing Systems,
  North America of ITT Automotive (automotive component supplier) prior thereto........  40
LAWRENCE J. LOCKWOOD -- Vice President and Controller of Meritor since September 1997.
  Vice President and Controller, Automotive of Rockwell from August 1997 to September
  1997; Vice President, Finance of Industrial Control Group of Allen-Bradley Company,
  Inc., a subsidiary of Rockwell, from April 1995 to August 1997; Vice President,
  Finance and Administration of Operations Group of Allen-Bradley Company, Inc. prior
  thereto..............................................................................  44
THOMAS A. MADDEN -- Senior Vice President and Chief Financial Officer of Meritor since
  May 1997. Vice President and Senior Vice President -- Finance, Automotive of Rockwell
  from March 1997 to September 1997; Vice President, Corporate Development of Rockwell
  from September 1996 to March 1997; Vice President -- Finance & Administration, Light
  Vehicle Systems of Rockwell from May 1996 to September 1996; Vice
  President -- Finance & Administration, Automotive of Rockwell from October 1994 to
  May 1996; Assistant Controller of Rockwell prior thereto.............................  44
PRAKASH R. MULCHANDANI -- Senior Vice President and President, Worldwide Truck and
  Trailer Systems of Meritor since September 1997. President -- Worldwide Truck and
  Trailer Systems, Heavy Vehicle Systems of Rockwell from April 1996 to September 1997;
  President -- North American Truck Systems, Automotive of Rockwell from June 1994 to
  April 1996; General Manager -- Trailer Products, Automotive of Rockwell prior
  thereto..............................................................................  53
RICHARD C. QUAID -- Senior Vice President and President, Off-Highway and Specialty
  Products of Meritor since September 1997. President -- Off-Highway and Specialty
  Products, Heavy Vehicle Systems of Rockwell from April 1996 to September 1997;
  President -- Off-Highway Products, Automotive of Rockwell prior thereto..............  55
RODNEY J. WALTER -- Senior Vice President, Business Development and Communications of
  Meritor since September 1997. Vice President -- Business Development, Heavy Vehicle
  Systems of Rockwell from June 1995 to September 1997; Director -- Business
  Development of Rockwell prior thereto................................................  46
</TABLE>
 
     There are no family relationships, as defined, between any of the above
executive officers. No officer of the Company was selected pursuant to any
arrangement or understanding between him and any person other than the Company.
All executive officers are elected annually.
 
     Mr. Calder will retire from his current positions with the Company
effective December 31, 1997.
 
     Effective January 1, 1998, Mr. Mulchandani will be Senior Vice President
and President, Heavy Vehicle Systems of Meritor.
                                    PART II
 
ITEM 5.  MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
     The Company's Common Stock, par value $1 per share, is listed on the New
York Stock Exchange and trades under the symbol "MRA". On December 15, 1997,
there were 55,971 shareowners of record of the Company's Common Stock. The
Company's Common Stock began trading "regular way" on the New York Stock
Exchange on October 1, 1997. Prior to the Distribution, the Company's Common
Stock traded on a "when-issued" basis from September 15, 1997 to September 30,
1997.
 
                                       12
<PAGE>   14
 
     Prior to the Distribution, on September 24, 1997, the Company paid a cash
dividend to Rockwell, then the Company's sole shareowner, in the amount of
$359.4 million. On November 12, 1997, the Board of Directors of Meritor declared
a quarterly dividend of 10.5 cents per share, payable on December 15, 1997 to
shareowners of record on November 24, 1997.
 
     On September 30, 1997 the Company issued 500 shares of Common Stock to each
of the six non-employee directors of the Company pursuant to the terms of the
Company's Directors Stock Plan and subject to approval of that Plan at the 1998
Annual Meeting of Shareowners of the Company. The issuance was exempt from
registration under the Securities Act of 1933, as amended, as a transaction not
involving a public offering under Section 4(2).
 
ITEM 6.  SELECTED FINANCIAL DATA.
 
     See the information in the table captioned SELECTED FINANCIAL DATA in the
1997 Annual Report.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
 
     See the discussion and analysis under the caption CHIEF FINANCIAL OFFICER'S
REVIEW -- MANAGEMENT'S DISCUSSION AND ANALYSIS in the 1997 Annual Report.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
     See STATEMENT OF CONSOLIDATED INCOME, CONSOLIDATED BALANCE SHEET, STATEMENT
OF CONSOLIDATED CASH FLOWS, STATEMENT OF CONSOLIDATED SHAREOWNERS' EQUITY, NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS, and INDEPENDENT AUDITORS' REPORT in the
1997 Annual Report.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
 
     None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
 
     See the information under the captions ELECTION OF DIRECTORS and
INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS in the 1998
Proxy Statement. No nominee for director was selected pursuant to any
arrangement or understanding between the nominee and any person other than the
Company pursuant to which such person is or was to be selected as a director or
nominee. See also the information with respect to executive officers of the
Company under Item 4a of Part I.
 
ITEM 11.  EXECUTIVE COMPENSATION.
 
     See the information under the captions EXECUTIVE COMPENSATION and
RETIREMENT BENEFITS in the 1998 Proxy Statement.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
     See the information under the captions VOTING SECURITIES and OWNERSHIP BY
MANAGEMENT OF EQUITY SECURITIES in the 1998 Proxy Statement.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
     See the information under the caption CERTAIN TRANSACTIONS AND OTHER
RELATIONSHIPS in the 1998 Proxy Statement.
 
                                       13
<PAGE>   15
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
 
     (a) Financial Statements, Financial Statement Schedules and Exhibits.
 
          (1) Financial Statements (all financial statements listed below are
     those of the Company and its consolidated subsidiaries and are incorporated
     by reference in Item 8 from the 1997 Annual Report).
 
          Statement of Consolidated Income, years ended September 30, 1997, 1996
     and 1995.
 
          Consolidated Balance Sheet, September 30, 1997 and 1996.
 
          Statement of Consolidated Cash Flows, years ended September 30, 1997,
     1996 and 1995.
 
          Statement of Consolidated Shareowners' Equity, years ended September
     30, 1997, 1996 and 1995.
 
          Notes to Consolidated Financial Statements.
 
          Independent Auditors' Report.
 
          (2) Financial Statement Schedule for the years ended September 30,
     1997, 1996 and 1995.
 
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            -----
            <S>                                                             <C>
            Independent Auditors' Report..................................   S-1
            Schedule II -- Valuation and Qualifying Accounts..............   S-2
</TABLE>
 
     Schedules not filed herewith are omitted because of the absence of
conditions under which they are required or because the information called for
is shown in the financial statements or notes thereto.
 
        (3) Exhibits
 
<TABLE>
<C>       <S>
   3-a-1  Restated Certificate of Incorporation of the Company, filed as Exhibit 4.1 to the
          Company's Registration Statement on Form S-8 (Registration No. 333-35403), is
          hereby incorporated by reference.
   3-b-1  By-Laws of the Company, filed as Exhibit 4.2 to the Company's Registration
          Statement on Form S-8 (Registration No. 333-35403), is hereby incorporated by
          reference.
   4-a-1  Rights Agreement dated as of September 8, 1997 by and between the Company and First
          Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.3 to the
          Company's Registration Statement on Form S-8 (Registration No. 333-35403), is
          hereby incorporated by reference.
 *10-a-1  The Company's 1997 Long-Term Incentives Plan, adopted by the Company's Board of
          Directors on August 20, 1997, to be submitted for approval by the Company's
          shareowners at the 1998 Annual Meeting of Shareowners.
 *10-a-2  Form of Restricted Stock Agreement under the Company's 1997 Long-Term Incentives
          Plan.
 *10-b-1  The Company's Directors Stock Plan, adopted by the Company's Board of Directors on
          August 20, 1997, to be submitted for approval by the Company's shareowners at the
          1998 Annual Meeting of Shareowners.
 *10-b-2  Form of Restricted Stock Agreement under the Company's Directors Stock Plan.
 *10-c-1  The Company's Incentive Compensation Plan, adopted by the Company's Board of
          Directors on August 20, 1997, to be submitted for approval by the Company's
          shareowners at the 1998 Annual Meeting of Shareowners.
 *10-d-1  Copy of resolution of the Board of Directors of the Company, adopted on September
          8, 1997, providing for its Deferred Compensation Policy for Non-Employee Directors.
</TABLE>
 
                                       14
<PAGE>   16
 
<TABLE>
<C>       <S>
  10-e-1  Credit Agreement dated as of August 21, 1997 among the Company, the lenders from
          time to time party thereto, Morgan Guaranty Trust Company of New York, as
          Administrative Agent and NBD Bank, as Documentation Agent, filed as Exhibit 10.5 to
          the Company's Registration Statement on Form 10 (File No. 1-13093), is hereby
          incorporated by reference.
  10-f-1  Distribution Agreement dated as of September 30, 1997 by and between Rockwell
          International Corporation and the Company, filed as Exhibit 2.1 to the Company's
          Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by
          reference.
  10-g-1  Employee Matters Agreement dated as of September 30, 1997 by and between Rockwell
          International Corporation and the Company, filed as Exhibit 2.2 to the Company's
          Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by
          reference.
  10-h-1  Tax Allocation Agreement dated as of September 30, 1997 by and between Rockwell
          International Corporation and the Company, filed as Exhibit 2.3 to the Company's
          Current Report on Form 8-K dated October 10, 1997, is hereby incorporated by
          reference.
      13  Portions of the 1997 Annual Report to Shareowners of the Company.
      21  List of Subsidiaries of the Company.
    23-a  Consent of M. Lee Murrah, Esq., Assistant General Counsel of the Company.
    23-b  Consent of David W. Greenfield, Esq., Senior Vice President, General Counsel and
          Secretary of the Company.
    23-c  Independent Auditors' Consent.
      24  Power of Attorney authorizing certain persons to sign this Annual Report on Form
          10-K on behalf of certain directors and officers of the Company.
      27  Financial Data Schedule for this Annual Report on Form 10-K.
</TABLE>
 
---------------
* Management contract or compensatory plan or arrangement.
 
(b) Reports on Form 8-K.
 
     No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.
 
                                       15
<PAGE>   17
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          MERITOR AUTOMOTIVE, INC.
 
                                          By     /s/ DAVID W. GREENFIELD
                                            ------------------------------------
                                                    David W. Greenfield
                                               Senior Vice President, General
                                                    Counsel and Secretary
 
Dated: December 19, 1997
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 19th day of December 1997 by the following
persons on behalf of the registrant and in the capacities indicated.
 
<TABLE>
  <S>                                               <C>
   Larry D. Yost*                                      Chairman of the Board and Chief
                                                        Executive Officer (principal
                                                       executive officer) and Director
 
   Joseph B. Anderson, Jr.*                                       Director
 
   Donald R. Beall*                                               Director
 
   John J. Creedon*                                               Director
 
   Charles H. Harff*                                              Director
 
   Harold A. Poling*                                              Director
 
   Martin D. Walker*                                              Director
 
   Thomas A. Madden*                                   Senior Vice President and Chief
                                                        Financial Officer (principal
                                                             financial officer)
 
   Lawrence J. Lockwood*                                Vice President and Controller
                                                       (principal accounting officer)
</TABLE>
 
*By:     /s/ DAVID W. GREENFIELD
 
     ----------------------------------
            David W. Greenfield,
          Attorney-in-fact**
 
** By authority of powers of attorney filed herewith.
 
                                       16
<PAGE>   18
 
                          INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Shareowners
  of Meritor Automotive, Inc.
Troy, Michigan
 
     We have audited the consolidated and combined financial statements of
Meritor Automotive, Inc. and subsidiaries (formerly the Automotive Business of
Rockwell International Corporation -- see Note 1) as of September 30, 1997 and
1996, and for each of the three years in the period ended September 30, 1997,
and have issued our report thereon dated November 12, 1997; such financial
statements and report are included in your 1997 Annual Report to Shareowners,
and are incorporated herein by reference. Our audits also included the financial
statement schedule of Meritor Automotive, Inc. and subsidiaries, listed in Item
14(a)(2). This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
 
DELOITTE & TOUCHE LLP
 
Detroit, Michigan
November 12, 1997
 
                                       S-1
<PAGE>   19
 
                                                                     SCHEDULE II
 
                            MERITOR AUTOMOTIVE, INC.
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
             FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                                  BALANCE AT     CHARGED                     BALANCE AT
                                                  BEGINNING      TO COSTS                      END OF
                  DESCRIPTION                     OF YEAR(A)   AND EXPENSES   DEDUCTIONS      YEAR(A)
------------------------------------------------  ----------   ------------   ----------   --------------
                                                                       (IN MILLIONS)
<S>                                               <C>          <C>            <C>          <C>
Year ended September 30, 1997:
  Allowance for doubtful accounts...............    $ 16.9        $  2.3         $7.6(b)       $ 11.6
Year ended September 30, 1996:
  Allowance for doubtful accounts...............      10.1          10.5          3.7(b)         16.9
Year ended September 30, 1995:
  Allowance for doubtful accounts...............       9.6           1.7          1.2(b)         10.1
</TABLE>
 
---------------
(a) Includes allowances for trade and other long-term receivables.
 
(b) Uncollectible accounts written off.
 
                                       S-2