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LucasVarity Reports First Quarter Results

4 June 1998

LucasVarity Reports First Quarter Results
    LONDON, June 4 -- LucasVarity plc (London: LVA, NYSE: LVA)
today reports its results for the three month period ended 30 April 1998.

    FIRST QUARTER HIGHLIGHTS

    -- Sales from continuing operations up 7.6% over the prior year - up 11.6%
       excluding currency translation effects.

    -- Operating profit from continuing operations before exceptional items up
       25.3% - up 30.7% excluding currency translation effects.

    -- Margin improvements quarter one 1998 on quarter one 1997 in every
       business segment.

    -- Earnings per ordinary share from continuing operations of 4.0p,
       (before exceptional items) up from 2.7p in the prior year.

    -- VarityPerkins sale completed for gross proceeds of 803 million pounds
       sterling.

    -- Three businesses sold for 37 million pounds sterling, completing the
       previously announced divestment programme.

    Victor A. Rice, Chief Executive, commented:
    "These results, which compare favourably with those of the prior year
quarter, demonstrate continued improvement in the underlying performance of
all our businesses.  Our product and market leadership positions, cost and
restructuring programmes and the strength of light truck production in the
North American market continue to drive our improved financial performance.
We are in very good shape and, with our strong balance sheet following the
sale of VarityPerkins, are well placed to capitalise on the opportunities that
will become available to us in our chosen markets."

    SUMMARY AND OUTLOOK

    Summary
    Group turnover from continuing operations for the first quarter of 1998
increased by 7.6% to 1,127 million pounds sterling and operating profit from
continuing operations before exceptional items increased 25.3% to 94 million
pounds sterling as compared to the prior year first quarter.  Excluding the
effects of currency translation, which reduced reported sales by 41 million
pounds sterling, the underlying sales increase was 11.6%.  This growth
included 50 million pounds sterling of incremental sales from four
acquisitions completed in 1997 which more than offset the loss in sales of
38 million pounds sterling from disposals of non-core businesses.  Organic
sales growth before currency and acquisitions net of disposals was
10.4% quarter on quarter.
    Likewise, excluding the effects of currency translation, which reduced
reported operating profit from continuing operations by 4 million pounds
sterling, the underlying operating profit increase was 30.7%.  The significant
improvement in operating margin, from 7.2% in the prior year first quarter to
8.3% in 1998, resulted primarily from the continuing implementation of cost
improvement programmes and increased turnover levels.
    Profit before tax and exceptional items from continuing operations of
84 million pounds sterling increased 37.7% compared to the prior year.
Contributing to the improvement was a 4 million pounds sterling decrease in
net interest expense as a result of cash proceeds received in the quarter from
the sale of VarityPerkins.  After recording 135 million pounds sterling of
exceptional gains relating to business and asset sales, including the sale of
VarityPerkins, and operating losses of 2 million pounds sterling from
discontinued operations, profit before tax was 217 million pounds sterling.
    Tax expense was 148 million pounds sterling which, after excluding
123 million pounds sterling of taxes associated with business and asset sales,
resulted in an effective tax rate of 30%.
    First quarter profit attributable to shareholders from continuing
operations before exceptional items was 56 million pounds sterling, or
4.0p per ordinary share compared to 38 million pounds sterling, or 2.7p per
ordinary share in the prior year.  After exceptional items and discontinued
operations, 1998 first quarter earnings per ordinary share were 4.7p compared
to 3.2p in the prior year.
    First quarter earnings per American Depository Share (ADS) from continuing
operations before exceptional items (based on UK GAAP) was $0.66 compared to
$0.43 in the prior year.  After exceptional items and discontinued operations,
1998 first quarter earnings per ADS were $0.78 compared to $0.52 in the prior
year.
    Under US GAAP, earnings per ADS from continuing operations before
exceptional items was $1.01 compared to $0.79 in the prior year.  Including
exceptional items and discontinued operations, 1998 first quarter earnings per
ADS were $1.54 compared to $0.73 in the prior year.

    Key Events

    During the first quarter the following key events occurred:

    -- The sale of VarityPerkins to Caterpillar, Inc. was completed for gross
       proceeds of 803 million pounds sterling.  After taxes and transaction
       costs, net proceeds were 647 million pounds sterling.

    -- The remaining three of the thirteen businesses identified for sale at
       the time of the merger were sold for total net proceeds of #37 million.

    -- Significant contract awards were announced by the Light Vehicle Braking
       Systems, Diesel Systems and Electrical and Electronic Systems
       businesses.

    -- The Electrical and Electronic Systems business entered into a joint
       venture with TRW, Inc. to develop and manufacture electric power
       assisted steering (EPAS).

    Outlook
    The outlook for vehicle sales in both North America and Europe remains
encouraging.  The favorable conditions in the North American light truck
market (pick-ups, vans and sport utility vehicles) and the French automotive
market, should continue to provide a solid basis for LucasVarity's future
growth and financial performance.  The Aerospace markets continue to be
strong.
    Within these markets, overall revenue growth for 1998 should be
satisfactory and continued progress on cost and total quality programmes will
have a positive impact on earnings and margins.

    OPERATING AND FINANCIAL REVIEW
    Review of continuing operations (million in pound sterling except
    margin %'s):



                                             Three months
                                            ended 30 April
    SALES                            1998                    1997

    Braking Systems                   490                     409
    Other Automotive                  469                     481
    Aerospace                         168                     151
    Corporate / Other                  --                       6
    Totals                          1,127                   1,047


    OPERATING PROFIT

    Braking Systems                    45                      33
    Other Automotive                   41                      37
    Aerospace                          18                      16
    Corporate / Other                 (10)                    (11)
    Totals                             94                      75


    OPERATING MARGIN

    Braking Systems                  9.2%                    8.1%
    Other Automotive                 8.7%                    7.7%
    Aerospace                       10.7%                   10.6%
    Totals                           8.3%                    7.2%


    BRAKING SYSTEMS
    Turnover in the Braking Systems' segment, comprising the light (LVBS) and
heavy vehicle braking businesses, improved 19.8% to 490 million pounds
sterling.  Excluding the effects of currency translation, which reduced 1998
reported sales by 18 million pounds sterling, turnover improved 24.2%.  The
January 1998 acquisition of Freios Varga, South America's largest brake
company contributed 38 million pounds sterling to the 1998 first quarter sales
while the remaining increase resulted primarily from LVBS leading position in
the robust North American light-truck market and strong automotive sales in
Europe.  In addition, the prior year first quarter had been adversely affected
by strikes at GM and Chrysler.  Production of light vehicles in North America
for the first fiscal quarter rose 3.9% from last year, with light trucks
increasing 11.6% and passenger car production declining 2.9%.  Car
registrations in Europe rose 7.3% in the first quarter as compared to last
year.  The segment's operating margin increased significantly, from 8.1% in
1997 to 9.2% in 1998.  This improvement was due primarily to the realisation
of cost savings and productivity improvements and increased turnover levels.
    Significant contracts announced by LVBS during the quarter included an
award to supply General Motors with advanced control systems for certain
future passenger cars to be sold in global markets which will include anti-
lock braking systems (ABS), traction control and vehicle stability control
systems.  In addition, LVBS announced a contract with Chrysler Corporation to
supply customised braking systems for certain future sport utility vehicles, a
contract valued at $50 million annually.

    OTHER AUTOMOTIVE
    The Other Automotive segment comprises the Diesel Systems, Electrical and
Electronic Systems and Aftermarket businesses.  Turnover in this segment
declined by 2.5% to 469 million pounds sterling.  Excluding the effects of
currency translation, which reduced 1998 reported sales by 19 million pounds
sterling, and the net revenue of businesses disposed of and acquired
subsequent to the prior year first quarter totaling 25 million pounds,
underlying sales improved 6.7%.  Each of the three businesses contributed to
the sales increase.  The Diesel Systems business was the strongest
contributor, reflecting increased diesel car and van sales in Europe.
    Excluding the effects of currency translation, which reduced reported
operating profit by 2 million pounds sterling compared to the prior year
quarter, the underlying profit increased by 16.2%, resulting in an operating
margin of 8.7% as compared to 7.7% in the previous year.  The improvement in
margin resulted primarily from cost reduction and manufacturing improvement
programmes and the sale of 11 lower margin businesses subsequent to the prior
year first quarter.  In addition, the prior year quarter included an increased
level of investment in R&D on the development of common rail diesel fuel
systems.
    In the quarter, Diesel Systems secured a significant customer award from
Kia Motors of Korea for its common rail high-speed direct injection (HSDI)
system, valued at 125 million pounds sterling.  This follows the announcement
in December last year of customer commitments from Ford Motor Company and
Renault S.A. worth 500 million pounds sterling.
    Lucas Electrical and Electronic Systems (E&ES) entered into a joint
venture with TRW, Inc. to develop and manufacture electric power assisted
steering (EPAS), and secured a 80 million pounds sterling contract to supply
Land Rover's new FreeLander model range with electrical wiring systems.  Lucas
Body Systems, a business of E&ES received Chrysler Corporation's "Gold
Pentastar" quality supplier award in the quarter.  This prestigious award
recognises world class performance in product design, manufacturing quality,
delivery, warranty and customers service.
    Lucas Aftermarket Operations (LAO) completed the disposals of Lucas
Service UK, its UK distribution chain, LAO's starters and alternators
remanufacturing business and LAO's wiper motor and emergency lighting
business.  Total proceeds of #37 million, net were raised from the sale of
these businesses which had 1997 revenues of #62 million.

    AEROSPACE
    Turnover in the Aerospace segment increased 11.3% to #168 million.
Excluding the effects of currency translation, which reduced 1998 reported
sales by #4 million, Aerospace's first quarter sales increased 13.9% from the
previous year quarter.  Operating profit improved 12.5% to #18 million
resulting in an operating margin of 10.7% as compared to 10.6% in 1997.  The
sales growth resulted from the continuing increase in deliveries relating to
the large commercial aircraft segment.  This was partially offset by a lower
level of spare parts sales in the 1998 first quarter following an unusually
strong level of spares sales in the preceding quarter (Q4) and the run-off of
certain military programmes during 1997.  This unfavourable mix of sales also
constrained margin improvement quarter on quarter.

    OTHER FINANCIAL HIGHLIGHTS
    Discontinued Operations
    In the quarter, LucasVarity completed the sale of VarityPerkins, which
constituted 100% of the Diesel Engines Segment, to Caterpillar Inc. for gross
proceeds of  803 million pounds sterling.  After deducting 156 million pounds
sterling of tax and transaction costs relating to the disposal, net cash
received amounted to 647 million pounds sterling.  A net accounting loss of
3 million pounds sterling  was recorded on the sale after considering net
assets disposed and the write-back of 453 million pounds sterling of
VarityPerkins goodwill, which resulted from the purchase accounting treatment
of the acquisition of Varity Corporation by Lucas Industries in
September 1996.  In the 1998 first quarter, prior to completion of the
transaction, VarityPerkins had sales of 42 million pounds sterling and an
operating loss of 2 million pounds sterling.

    Exceptional items
    In the 1998 first quarter, 12 million pounds sterling of net exceptional
after tax gains were realised.  In addition to the net loss of 3 million
pounds sterling on the sale of VarityPerkins, gains of 10 million pounds
sterling were recognised on the sale of Lucas Services UK, Aftermarket's
starters and alternators remanufacturing business and the wiper motor and
emergency lighting business.  With the sale of these three businesses,
LucasVarity has completed the divestment programme announced in September 1996
which included 13 businesses.  The remaining exceptional gain related to
Electrical and Electronic System's joint venture agreement with TRW, Inc. to
develop and manufacture EPAS.  Net proceeds of #18 million were received
which, after subtracting related assets, taxes and provisions, resulted in a
net gain of 5 million pounds sterling.

    Cash flow and debt
    Net cash flow from operating activities in the quarter after interest, tax
and dividends paid to minority shareholders was 37 million pounds sterling.
This amount included cash outflows for restructuring activities of 16 million
pounds sterling, and working capital of 44 million pounds.  Investments of
54 million pounds sterling were made for capital expenditures and 17 million
pounds sterling for acquisitions while proceeds from disposals including the
sale of VarityPerkins, amounted to 700 million pounds sterling.  As a result
of these cash flows, the Company has moved from a net borrowings position of
574 million pounds sterling at the beginning of the quarter to a net cash
position of 103 million pounds sterling at 30 April 1998.

    Future results announcements
    Results announcements for the remainder of fiscal year 1998 will be made
as follows:

    Quarter          For the Period Ended       Announcement Date
    2                        31 July 1998       10 September 1998
    3                     31 October 1998        08 December 1998
    4                     31 January 1999           25 March 1999



                               LucasVarity plc
                    Consolidated Profit and Loss Accounts
             For the 3 month periods ended 30 April 1998 and 1997
              (million pounds sterling except per share amounts)

                                     1998                    1997

    Turnover:
    Continuing operations           1,127                   1,047
    Discontinued operations            42                     159

    Total turnover                  1,169                   1,206
    Cost of sales                 (1,078)                 (1,122)

    Surplus on trading                 91                      84

    Share of profits less losses
     of associated undertakings         1                       2

    Total operating profit before
     exceptional items:
    Continuing operations              94                      75
    Discontinued operations           (2)                      11

    Total operating profit
     before exceptional items          92                      86
    Profit on business and
     fixed asset disposals            135                       1

    Profit on ordinary activities
     before interest and taxation     227                      87

    Interest payable less receivable (10)                    (14)
    Profit on ordinary activities
     before taxation                  217                      73

    Taxation - ordinary activities   (25)                    (23)
     - exceptional items            (123)                      --

    Profit on ordinary activities
     after taxation                    69                      50

    Minority interests and other      (3)                     (4)

    Profit attributable
     to shareholders                   66                      46


    Earnings per ordinary share      4.7p                    3.2p


    Average shares outstanding
     (millions)                     1,406                   1,430


                               LucasVarity plc
                                Balance Sheets
                       At 30 April and 31 January 1998
                           (million pounds sterling)

                                   30 Apr                  31 Jan
    Fixed assets:
    Tangible assets                 1,189                   1,362
    Intangible assets                  29                      27
    Investments                        37                      47

                                    1,255                   1,436

    Current assets:
    Stocks                            431                     489
    Debtors                           823                     869
    Cash                              525                     155

                                    1,779                   1,513
    Creditors:
    Amounts falling due within
     one year:
    Borrowings                      (111)                   (414)
    Other creditors               (1,037)                 (1,097)

                                  (1,148)                 (1,511)

    Net current assets                631                       2

    Total assets less
     current liabilities            1,886                   1,438

    Creditors:
    Amounts falling due after
     one year:
    Borrowings                      (311)                   (315)
    Accruals and deferred income     (23)                    (52)

                                    (334)                   (367)
    Provisions for liabilities
     and charges                    (498)                   (545)

    Net Assets                      1,054                     526

    Capital & Reserves:
    Total shareholders' funds         985                     458
    Minority interests                 69                      68

                                    1,054                     526


                               LucasVarity plc
                      Consolidated Cash Flow Statements
             For the 3 month periods ended 30 April 1998 and 1997
                          (million pounds sterling)

                                     1998                    1997
    Cash flow from operating
     activities:
    Group operating profit             92                      86
    Share of profit less dividends
     of associated undertakings       (1)                     (2)
    Depreciation / amortisation        39                      41
    Utilisation of provision
     for restructuring               (16)                    (30)
    Decrease in other provisions      (8)                    (15)
    (Increase) / decrease
     in working capital              (44)                      14

    Net cash inflow from
     operating activities              62                      94

    Interest paid and dividends paid to
    minority shareholders            (10)                    (16)

    Tax paid                         (15)                    (10)

    Capital expenditure and
     financial investment:
    Purchase of tangible
     fixed assets                    (54)                    (60)
    Disposal of tangible
     fixed assets                       4                       5
    Investment in intangible
     fixed assets                     (2)                      --

    Net cash outflow for
     capital expenditure
     and financial investment        (52)                    (55)

    Net cash inflow for acquisitions
     and disposals                    683                       7

    Net cash inflow before management
     of liquid resources
     and financing                    668                      20

    Management of liquid resources
     and financing:
    Issue of ordinary share capital     5                       1
    Purchase of ordinary share capital --                    (30)
    (Decrease) / Increase
     in bank loans                   (301)                     45
    (Increase) / Decrease
     in short-term deposits          (358)                      4
    Capital element of finance
     lease rental payments            (2)                     (3)
    Net cash (outflows) / inflow
     from management of liquid
    resources and financing         (656)                      17

    Increase in cash in the period     12                      37


                               LucasVarity plc
                       Reconciliation of net cash flow
                           to movement in net debt
                  For the 3 month period ended 30 April 1998
                          (million pounds sterling)


                                                   million pounds
    Increase in cash in the period                             12
    Cash outflow from decrease
     in debt and lease financing                              303
    Cash outflow from increase
     in short-term deposits                                   358

    Change in net debt resulting from cash flows              673

    Exchange movements                                          4

    Movement in net debt in the period                        677

    Net debt at 31 January 1998                             (574)

    Net cash at 30 April 1998                                 103


                               LucasVarity plc
              Reconciliation of movements in shareholders' funds
                  For the 3 month period ended 30 April 1998


                                                   million pounds
    Profit attributable to shareholders                        66
    Currency translation differences                            3
    New share capital subscribed                                5
    Goodwill on disposals transferred
     to profit and loss account                               453

    Net increase in shareholders' funds                       527
    Opening shareholders' funds                               458

    Closing shareholders' funds                               985


                               LucasVarity plc
                        UK to US GAAP Reconciliations
             For the 3 month periods ended 30 April 1998 and 1997

                                  1998                        1997
                          m pounds     m dollars     m pounds     m dollars

    Net Income - UK GAAP        66           110           46            74

    Adjustments to conform with US GAAP:

    Goodwill amortisation       (8)         (13)          (11)          (17)
    Profit on business disposal 39            65           --            --
    Pension credit              33            55           29            47
    Provisions for
     restructuring              (5)          (8)          (13)          (21)
    Exchange gains relating
     to forward exchange
     contracts                  25            42           15            24
    Deferred tax               (19)         (32)           (2)           (4)
    Other                      (2)           (3)            1             2

    Net Income - US GAAP       129           216           65           105



    Earnings per ADS (US GAAP)             $1.54                      $0.73



    A reconciliation of shareholders' funds at 30 April 1998 is as follows:

                                 m pounds               m dollars

    Shareholders' funds (UK GAAP)     985                   1,645
    Adjustments to conform
     with US GAAP:
    Goodwill                          870                   1,453
    Revaluation of tangible
     fixed assets                   (112)                   (187)
    Entry fees                       (17)                    (28)
    Prepaid pension cost              482                     805
    Exchange gains relating
     to forward exchange
     contracts                         72                     120
    Proposed final dividend
     including Advanced
     Corporation Tax                   39                      65
    Restructuring provision            31                      52
    Deferred taxation                 (4)                     (7)
    Other                            (17)                    (29)


    Shareholders' equity (US GAAP)  2,329                   3,889