LucasVarity Reports Q2 Results
9 September 1998
LucasVarity Reports Second Quarter And Six-Month ResultsLONDON, Sept. 9 -- LucasVarity plc (London: LVA; NYSE: LVA) today reports its results for the three month (second quarter) and six month (half year) periods ended 31 July 1998. SECOND QUARTER AND HALF YEAR HIGHLIGHTS -- Earnings per ordinary share from continuing operations (before exceptional items) increased sharply in both periods: 1998 1997 Second Quarter 3.8p 2.8p Half Year 7.7p 5.5p -- Work stoppages at General Motors reduced 1998 second quarter operating profit by approximately 11 million pounds (0.5p per ordinary share). Despite the adverse effect of the General Motors strike: -- Second quarter sales from continuing operations up 8.6% - up 9.3% excluding currency translation effects. -- Second quarter operating profit from continuing operations (before exceptional items) up 14.5% - up 17.1% excluding currency translation effects. -- Half year sales from continuing operations up 8.1% - up 10.4% excluding currency translation effects. -- Half year operating profit from continuing operations (before exceptional items) up 19.9% - up 23.8% excluding currency translation effects. -- In a separate release today, the Board of LucasVarity announced that it has approved a proposal to change the Group's domicile to the United States. Victor A Rice, Chief Executive, commented: "LucasVarity's second quarter performance continues to demonstrate the success of our operational initiatives and strategic plans implemented over the past eighteen months. These actions should continue to bear fruit as the year progresses. We are very pleased with these solid results which provide a strong basis for the full year". SUMMARY AND OUTLOOK Summary Second Quarter Group turnover from continuing operations for the second quarter increased by 8.6% to 1,066 million pounds and operating profit from continuing operations before exceptional items increased 14.5% to 87 million pounds as compared to the prior year. Second quarter operating margins have improved from 7.7% in 1997 to 8.2% in 1998. These results were achieved despite the adverse effect of work stoppages at General Motors, LucasVarity's largest North American customer, which reduced second quarter operating profit by approximately 11 million pounds. In addition, currency translation reduced sales by 7 million pounds and operating profit by 2 million pounds compared to the prior year. Excluding the effects of currency translation, sales from continuing operations increased 9.3% and operating profit 17.1%. The underlying sales growth from continuing operations was 7.8% after considering the net effect of business acquisitions and disposals (not considered discontinued operations). These increased second quarter sales by 14 million pounds compared to the prior year second quarter. A strong European car market, a favourable mix of sales in the North American light-vehicle market and improved Aerospace turnover were the main drivers behind the underlying sales growth. The improvement in operating profit and margin was due to the continuing implementation of cost improvement programmes and increased turnover levels. Profit before tax and exceptional items from continuing operations of 81 million pounds increased 30.6% compared to the prior year. Contributing to the improvement was an 8 million pounds decrease in net interest expense as a result of cash proceeds received in the first quarter of 1998 from the sale of VarityPerkins. After recognising a net 13 million pounds exceptional loss relating to the second quarter sale of Deeco Systems, a business within the Other Automotive segment, the sale of a minority shareholding in Min-Cer, a Mexican heavy-duty brake business and the costs associated with the termination of a product line within the Aerospace segment, profit before tax was 68 million pounds. Second quarter profit attributable to shareholders from continuing operations (before exceptional items) was 53 million pounds, or 3.8p per ordinary share compared to 40 million pounds, or 2.8p per ordinary share in the prior year. After exceptional items and discontinued operations, 1998 second quarter earnings per ordinary share were 2.8p compared to 4.8p in the second quarter of 1997. The effect of the GM strike reduced earnings per ordinary share in the current quarter by approximately 0.5p Under US GAAP, second quarter earnings per American Depository Share (ADS) from continuing operations before exceptional items was $0.53 compared to $0.46 in the prior year. The effect of the GM strike reduced the 1998 second quarter earnings per ADS by approximately $0.08. In addition, non-cash exchange losses relating to long-term forward exchange contracts reduced second quarter earnings per ADS under US GAAP by $0.17 in 1998 and $0.15 in 1997. After exceptional items and discontinued operations, 1998 second quarter earnings per ADS were $0.58 compared to $0.71 in the second quarter of 1997. 1998 Half Year Group turnover from continuing operations for the half year increased by 8.1% to 2,193 million pounds and operating profit from continuing operations before exceptional items, increased 19.9% to 181 million pounds as compared to the first half of 1997. These half year results were adversely affected by the work stoppages at General Motors and currency translation. For the half year, currency translation reduced sales by 47 million pounds and operating profit by 6 million pounds. Excluding the adverse effects of currency translation, sales from continuing operations increased 10.4% and operating profit 23.8%. The half year operating margin was 8.3% compared to the prior year's 7.4%. The underlying sales growth from continuing operations was 9.2% after considering the net effect of business acquisitions and disposals (not considered discontinued operations) which increased half year sales by 25 million pounds compared to the prior year. A strong European car market, the strong North American light-vehicle sales resulting from incentive programmes and improved Aerospace turnover were the main drivers behind the sales growth. The improvement in operating profit and margin was due to the continuing implementation of cost improvement programmes and increased turnover levels. Profit before tax and exceptional items from continuing operations of 165 million pounds increased 34.1% compared to the prior year. Contributing to the improvement was a 12 million pounds decrease in net interest expense primarily as a result of cash proceeds received in the first quarter of 1998 from the sale of VarityPerkins. After recording 122 million pounds of net exceptional gains relating to business and asset sales, principally the first quarter sale of VarityPerkins, and operating losses of 2 million pounds from discontinued operations through the date of disposal, profit before tax was 285 million pounds in the half year. Tax expense was 173 million pounds which, after excluding 124 million pounds of taxes associated with business and asset disposals, primarily tax on the sale of VarityPerkins, resulted in an effective tax rate of 30%. Half year profit attributable to shareholders from continuing operations before exceptional items was 108 million pounds, or 7.7p per ordinary share compared to 78 million pounds, or 5.5p per ordinary share in the prior year. After exceptional items and discontinued operations, 1998 half year earnings per ordinary share were 7.5p compared to 8.0p in the first half of 1997. The effect of the GM strike reduced 1998 half year earnings per ordinary share by approximately 0.5p. Under US GAAP, half year earnings per ADS from continuing operations before exceptional items were $1.53 compared to $1.21 in the prior year. The effect of the GM strike reduced earnings per ADS by approximately $0.08. After exceptional items and discontinued operations, 1998 half year earnings per ADS were $2.12 compared to $1.44 in the first half of 1997. Key Events During the second quarter, the following key events occurred: -- LucasVarity won General Motors' highest award available to its worldwide supplier network, the GM "Corporation of the Year". -- Announcement made regarding the intention to sell the Heavy Vehicle Braking Systems business. -- Reorganisation of the Company's businesses into two units: LucasVarity Automotive and LucasVarity Aerospace. This reorganisation will enable an improved response to the demands of its customers for systems solutions on a global basis. Outlook For the first half of 1998, light vehicle sales in North America were strong, fuelled by incentive programmes that were removed at the end of June. This action will likely result in a moderately lower level of light vehicle sales in the second half. However, as a result of the GM strike, vehicle inventories have been depleted which should lead to a favourable production environment in the second half of 1998. In Europe, the strong levels of light vehicle sales are expected to ease in the second half. The Aerospace markets continue their strong pace of growth. These market conditions provide a favourable environment for LucasVarity to achieve satisfactory overall revenue growth for 1998 while continued progress on cost and quality programmes will benefit the Group's performance. OPERATING AND FINANCIAL REVIEW Review of continuing operations (million pounds except margin %): GBP (pounds) millions Second Quarter Half Year ended 31 July ended 31 July SALES 1998 1997 1998 1997 Braking Systems 421 356 911 765 Other Automotive 460 467 929 948 Aerospace 185 157 353 308 Corporate / Other -- 2 -- 8 Totals 1,066 982 2,193 2,029 OPERATING PROFIT Braking Systems 29 30 74 63 Other Automotive 44 40 85 77 Aerospace 24 17 42 33 Corporate / Other(10) (11) (20) (22) Totals 87 76 181 151 OPERATING MARGIN Braking Systems 6.9% 8.4% 8.1% 8.2% Other Automotive 9.6% 8.6% 9.1% 8.1% Aerospace 13.0% 10.8% 11.9% 10.7% Total 8.2% 7.7% 8.3% 7.4% The following is a review of LucasVarity's operations for the second quarter of 1998, compared with the second quarter of 1997: BRAKING SYSTEMS The Braking Systems' segment comprises the Light Vehicle Braking Systems (LVBS) and Heavy Vehicle Braking Systems (HVBS) businesses. As previously announced, the HVBS business which had fiscal 1997 sales of approximately 170 million pounds, is expected to be sold prior to the end of the current fiscal year. The segment's second quarter results were impacted by the work stoppages at General Motors (GM) in North America, which began on 4 June 1998 and ended on 30 July 1998. The strike reduced second quarter operating profit by approximately 11 million pounds. Possible sales and profit recoveries may occur in future periods through production increases General Motors is likely to pursue at various facilities. The prior year second quarter was also adversely affected by strikes at both General Motors and Chrysler Corporation, which reduced that quarter's sales by approximately 5 million pounds. Despite the adverse impact of the strike, second quarter turnover in the Braking Systems' segment increased 18.3% to 421 million pounds. The January 1998 acquisition of Freios Varga, South America's largest brake company, contributed 42 million pounds to the second quarter sales. The remaining increase resulted primarily from a strong European car market and a favourable mix of sales in the robust North American light-truck market. Car registrations in Europe rose approximately 7% in the second quarter as compared to last year. Production of light vehicles in North America for the second fiscal quarter declined 9.1% from last year, mainly as a result of the GM strike. Light trucks decreased 5.1% and passenger car production declined 12.6%. Operating profit declined 3.3% to 29 million pounds, resulting in an operating margin of 6.9% compared to 8.4% in the prior year. The decline in profits and margins resulted primarily from the effect of the GM strike. In addition, second quarter sales and profits from the acquisition of Freios Varga had a dilutive effect on the operating margin. Excluding the GM strike effect and the acquisition of Freios Varga, the 1998 second quarter margin would have comfortably exceeded the prior year margin percentage. During the quarter, LVBS won General Motors' highest award available to its worldwide supplier network, the GM "Corporation of the Year". The award recognised LVBS performance relative to quality, service and price. In addition, LVBS's South American subsidiary, Freios Varga, won a General Motors "Supplier of the Year" award. LVBS also announced a contract to design and develop complete base braking and actuation systems for the model year 2000 Lincoln LS6 and LS8 models. HVBS sold its 35% ownership stake in Min-Cer, a Mexican heavy-duty brake business for 2 million pounds during the quarter. OTHER AUTOMOTIVE The Other Automotive segment comprises the Diesel Systems, Electrical and Electronic Systems (E&ES) and Aftermarket businesses. Excluding the effects of currency translation, which reduced second quarter 1998 reported sales by #11 million, and the revenues of businesses disposed of subsequent to the prior year second quarter totalling 29 million pounds, underlying sales improved 33 million pounds, or 7.1%. 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. The GM strike had a minor adverse effect on the sales of the Electrical and Electronic Systems business during the quarter. Excluding the effects of currency translation, which reduced reported operating profit by 2 million pounds compared to the prior year quarter, the underlying profit increased by 6 million pounds, or 15.0%. Operating margin was 9.6% for the quarter compared to 8.6% last year. The improvement in margin resulted primarily from cost reduction and manufacturing improvement programmes and the sale of lower margin businesses over the past year. During the second quarter, E&ES completed the sale of Deeco Systems, its flat panel factory automation products business, which had annual sales of 9 million pounds in fiscal 1997 for cash of $5.5 million and contingent consideration of $2 million. After the write-back of 9 million pounds of goodwill relating to this business, a non-cash exceptional loss of 9 million pounds was recognised in the quarter. AEROSPACE Turnover in the Aerospace segment for the second quarter increased 17.8% to 185 million pounds. Both the original equipment (OE) and Aftermarket segments showed strong growth over the prior year quarter. The OE growth was driven by a number of factors including strong volumes in the cargo systems business and component sales relating to the Airbus 320 platform. The growth in sales was partially offset by the run-off of certain military programmes during 1997. Operating profit improved 41.2% to 24 million pounds reflecting an operating margin of 13.0% as compared to 10.8% in 1997. The improved profitability resulted from the higher level of sales and benefits of cost reduction activities. During the second quarter, the Aerospace division terminated its non-core gas cylinder bottle business at its Burnley facility. An exceptional loss of 6 million pounds was recognised on the termination, of which 5 million pounds was non-cash. OTHER FINANCIAL HIGHLIGHTS Discontinued Operations In March 1998, LucasVarity completed the sale of VarityPerkins, which constituted 100% of the Diesel Engines Segment, to Caterpillar Inc. for gross proceeds of 803 million pounds. After deducting 156 million pounds of tax and transaction costs relating to the disposal, net cash received amounted to 647 million pounds. A net accounting loss of 3 million pounds was recorded on the sale after considering net assets disposed and the write-back of 453 million pounds of goodwill. This goodwill 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 and an operating loss of 2 million pounds. Exceptional items Since the start of fiscal 1997, in addition to the sale of VarityPerkins, LucasVarity has sold several businesses, most of which were part of the divestment programme announced in December 1996. This programme has now been completed. In the 1998 second quarter, 8 million pounds of net exceptional after-tax losses were recognised on the sale of Deeco Systems, an Electrical and Electronic Systems business and the Company's 35% interest in Min-Cer, a Mexican heavy-duty brake business. The loss on the sale of Deeco Systems included the write-back of 9 million pounds of goodwill. In addition, a 6 million pounds loss was recognised on the termination of a product line within the Aerospace division. In the 1998 first quarter, 12 million pounds of net exceptional after tax gains were realised. In addition to the net loss of 3 million pounds on the sale of VarityPerkins, gains of 10 million pounds were recognised on the sale of Lucas Services UK, Aftermarket's starters and alternators remanufacturing business and the wiper motor and emergency lighting business. The remaining exceptional gain related to Electrical and Electronic Systems' joint venture agreement with TRW, Inc. to develop and manufacture EPAS. Net proceeds of 18 million pounds were received which, after subtracting related assets, taxes and provisions, resulted in a net gain of 5 million pounds. In the 1997 second quarter, 17 million pounds of exceptional gains were recognised on the sale of five businesses and the remaining interest in Hayes Wheels International, Inc. One other business was sold in the 1997 first quarter resulting in an exceptional gain of 1 million pounds. Cash flow and debt Net cash flow from operating activities in the 1998 half year after interest, tax and dividends paid to minority shareholders was 94 million pounds. This amount included cash outflows for restructuring activities of 34 million pounds and working capital of 56 million pounds. Investments of 126 million pounds were made for capital expenditures and 23 million pounds on acquisitions while proceeds from disposals including the sale of VarityPerkins, amounted to 688 million pounds. Dividends of 31 million pounds were paid to shareholders. As a result of these cash flows, the Company has moved from a net borrowings position of 574 million pounds at the beginning of the fiscal year to a net cash position of 44 million pounds at 31 July 1998. Dividend The Board of Directors announced an interim dividend of 2.5p in respect of the first half results to 31 July 1998, an increase of 11.1% over the prior year. The dividend will be paid on 30 November 1998 to shareholders of record on 16 October 1998. LucasVarity plc Consolidated Profit and Loss Accounts For the three and six month periods ended 31 July 1998 and 1997 (million pounds except per share amounts) Second Quarter Half Year 1998 1997 1998 1997 Turnover: Continuing operations 1,066 982 2,193 2,029 Discontinued operations -- 164 42 323 Total turnover 1,066 1,146 2,235 2,352 Cost of sales (980) (1,057) (2,058) (2,179) Surplus on trading 86 89 177 173 Share of profits less losses of associated undertakings 1 1 2 3 Total operating profit before exceptional items: Continuing operations 87 76 181 151 Discontinued operations -- 14 (2) 25 Total operating profit before exceptional items 87 90 179 176 Profit on the sale of current asset investment -- 13 -- 13 Total operating profit 87 103 179 189 (Loss) / profit on business and asset disposals (13) 4 122 5 Profit on ordinary activities before interest and taxation 74 107 301 194 Interest payable less receivable(6) (14) (16) (28) Profit on ordinary activities before taxation 68 93 285 166 Taxation - ordinary activities(24) (23) (49) (46) - exceptional items (1) -- (124) -- Profit on ordinary activities after taxation 43 70 112 120 Minority interests and other (4) (3) (7) (7) Profit attributable to shareholders 39 67 105 113 Earnings per ordinary share 2.8p 4.8p 7.5p 8.0p Average shares outstanding (millions) 1,409 1,419 1,407 1,425 LucasVarity plc Consolidated Balance Sheets At 31 July 1998 and 31 January 1998 (million pounds) 31 July 31 Jan Fixed assets: Tangible assets 1,218 1,362 Intangible assets 30 27 Investments 31 47 1,279 1,436 Current assets: Stocks 423 489 Debtors 785 869 Cash 467 155 1,675 1,513 Creditors: Amounts falling due within one year: Borrowings (93) (414) Other creditors (946) (1,097) (1,039) (1,511) Net current assets 636 2 Total assets less current liabilities 1,915 1,438 Creditors: Amounts falling due after one year: Borrowings (330) (315) Accruals and deferred income (33) (52) (363) (367) Provisions for liabilities and charges (479) (545) Net Assets 1,073 526 Capital & Reserves: Total shareholders' funds 1,001 458 Minority interests 72 68 1,073 526 LucasVarity plc Consolidated Cash Flow Statements For the three and six month periods ended 31 July 1998 and 1997 (million pounds) Second Quarter Half Year 1998 1997 1998 1997 Cash flow from operating activities: Group operating profit 87 103 179 189 Share of profit less dividends of associated undertakings 3 (1) 2 (3) Depreciation / amortisation 42 40 81 81 Profit on sale of current asset investment -- (13) -- (13) Utilisation of provision for restructuring (18) (29) (34) (59) Decrease in other provisions (5) (9) (13) (24) (Increase) / decrease in working capital (12) (2) (56) 12 Net cash inflow from operating activities 97 89 159 183 Interest paid and dividends paid to minority shareholders (12) (17) (22) (33) Tax paid (28) (11) (43) (21) Capital expenditure and financial investment: Purchase of tangible fixed assets (72) (80) (126) (140) Disposal of tangible fixed assets 5 9 9 14 Investment in intangible fixed assets (1) -- (3) -- Net cash outflow for capital expenditure and financial investment (68) (71) (120) (126) Net cash (outflow) / inflow for acquisitions and disposals (18) 24 665 31 Equity dividends paid (31) (32) (31) (32) Net cash (outflow) / inflow before management of liquid resources and financing (60) (18) 608 2 Management of liquid resources and financing: Proceeds from sale of current asset investment -- 29 -- 29 Issue of ordinary share capital 3 9 8 10 Purchase of ordinary share capital -- (28) -- (58) (Decrease) / increase in bank loans 9 12 (292) 57 (Increase) / decrease in short-term deposits 105 (3) (253) 1 Capital element of finance lease rental payments (8) (9) (10) (12) Net cash inflow / (outflow) from management of liquid resources and financing 109 10 (547) 27 Increase / (decrease) in cash in the period 49 (8) 61 29 LucasVarity plc Reconciliation of net cash flow to movement in net debt For the six month period ended 31 July 1998 m pounds Increase in cash in the period 61 Cash outflow from decrease in debt and lease financing 302 Cash outflow from increase in short-term deposits 253 Change in net debt resulting from cash flows 616 Exchange movements 2 Movement in net debt in the period 618 Net debt at 31 January 1998 (574) Net cash at 31 July 1998 44 LucasVarity plc Reconciliation of movements in shareholders' funds For the six month period ended 31 July 1998 m pounds Profit attributable to shareholders 105 Dividend in respect of current period (35) Currency translation differences 3 New share capital subscribed 8 Goodwill on disposals transferred to profit and loss account462 Net increase in shareholders' funds 543 Opening shareholders' funds 458 Closing shareholders' funds 1,001 LucasVarity plc UK to US GAAP Reconciliation For the three and six month periods ended 31 July 1998 and 1997 Second Quarter 1998 1997 m pounds $m m pounds $m Net Income - UK GAAP 39 63 67 111 Adjustments to conform with US GAAP: Goodwill amortisation (9) (15) (10) (17) Goodwill written off on divestments 9 14 1 2 Property revaluation 10 16 -- -- Pension credit 33 54 30 49 Provisions for restructuring (2) (3) (10) (17) Exchange losses relating to forward exchange contracts (23) (39) (20) (32) Deferred tax (3) (4) 1 3 Other (2) (4) 1 1 Net Income - US GAAP 52 82 60 100 Earnings per ADS (US GAAP) -- $0.58 -- $0.71 Half Year 1998 1997 m pounds $m m pounds $m Net Income - UK GAAP 105 173 113 185 Adjustments to conform with US GAAP: Goodwill amortisation (17) (28) (21) (34) Goodwill written off on divestments 48 79 1 2 Property revaluation 10 16 -- -- Pension credit 66 109 59 96 Provisions for restructuring (7) (11) (23) (38) Exchange gains / (losses) relating to forward exchange contracts 2 3 (5) (8) Deferred tax (22) (36) (1) (1) Other (4) (7) 2 3 Net Income - US GAAP 181 298 125 205 Earnings per ADS (US GAAP) -- $2.12 -- $1.44 LucasVarity plc UK to US GAAP Reconciliation As at 31 July 1998 m pounds $m Shareholders' funds (UK GAAP) 1,001 1,642 Adjustments to conform with US GAAP: Goodwill 805 1,320 Revaluation of tangible fixed assets (103) (169) Entry fees (18) (30) Prepaid pension cost 515 845 Exchange gains relating to forward exchange contracts 48 79 Proposed final dividend 35 57 Restructuring provision 29 48 Deferred taxation (28) (46) Other (16) (26) Shareholders' equity (US GAAP) 2,268 3,720 LucasVarity plc Condensed US GAAP Information 31 July 1998 Basis of Presentation The condensed consolidated financial information on the following pages has been prepared without audit to provide an indication of how the Company's financial position and results would be presented under United States (US) generally accepted accounting principles (GAAP). The financial information does not represent the Company's results as if it had been registered as a US company throughout the periods presented. The Group prepares its financial statements in accordance with UK GAAP, which are different from those in the US and require different presentation. An explanation and reconciliation of the major differences between US and UK GAAP, which affect LucasVarity, is provided in the Company's annual report and annual report on Form 20-F for the fiscal year ended 31 January 1998. In addition, reconciliations, on a quarterly, basis are included within the Company's quarterly results announcements. The summary financial information, presented herein, is based on these reconciliations. No additional adjustments have been included to reflect any impact that might have resulted had the Group been a US domiciled company during the periods presented. In the opinion of management, it reflects all adjustments necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. This information should be read in conjunction with the audited financial statements and notes thereto for the year ended 31 January 1998 and the Company's annual report on Form 20-F for the same period, which was filed with the US Securities and Exchange Commission (SEC) on X August 1998. The results for the three and six months ended 31 July 1998, are not necessarily indicative of the results which may be expected for the Group's 1998 fiscal year because of seasonal and other factors. The results and cash flows have been translated from sterling to US dollars at the average rate for the relevant periods and the balance sheets at the period-end rates. These rates range from 1.62 to 1.67 dollars to sterling. LucasVarity plc Consolidated Statement of Operations For the three and six month periods ended 31 July 1998 ($ millions, except per share amounts) Second Quarter Half Year 1998 1997 1998 1997 Sales: 1,736 1,630 3,618 3,326 Expenses: Cost of goods sold 1,365 1,276 2,843 2,616 Marketing, general and administration 128 125 264 255 Engineering and product development 73 71 150 146 Interest, net 9 23 26 46 Exchange (gains) losses 39 32 (3) 8 Other (income) expense, net (5) (3) (7) (6) Sale of businesses, investments and fixed assets (14) (32) (46) (34) Restructuring charges, net 10 15 18 34 1,605 1,507 3,245 3,065 Income before income taxes, earnings of associated companies, minorities' interests and discontinued operations 131 123 373 261 Income taxes 44 31 124 70 Income before earnings of associated companies, minorities' interests and discontinued operations 87 92 249 191 Equity in earnings of associated companies, net of tax 1 2 3 5 Minorities' interests in earnings of subsidiaries, net of tax (6) (7) (11) (12) Income before discontinued operations 82 87 241 184 Discontinued operations -- 13 57 21 Net income 82 100 298 205 Earnings per American Depository Share: Before restructuring charges, foreign exchange, sale of businesses, fixed assets and discontinued operations $0.70 $0.61 $1.52 $1.25 Foreign exchange on forward contracts (0.17) (0.15) 0.01 (0.04) Restructuring charges and sale of businesses and fixed assets 0.05 0.16 0.18 0.09 Discontinued operations -- 0.09 0.41 0.14 Net income $0.58 $0.71 $2.12 $1.44 LucasVarity plc Consolidated Balance Sheets At 31 July and 31 January 1998 ($ millions) 31 July 31 Jan Assets: Current Assets: Cash and cash equivalents 699 190 Marketable securities 67 64 Receivables 1,147 1,125 Inventories 694 712 Prepaid expenses and other 341 328 Net assets of discontinued operations-- 933 Total current assets 2,948 3,352 Investments in associated companies 51 61 Fixed assets, net 1,829 1,778 Goodwill 1,320 1,346 Prepaid pension and other 1,014 858 7,162 7,395 Liabilities: Current liabilities: Short-term debt 169 676 Current portion of long-term debt 38 52 Accounts payable and accrued liabilities 1,659 1,651 Total current liabilities 1,866 2,379 Long-term debt 541 517 Other long-term liabilities 917 945 Minority interests 118 112 Total shareholders' equity 3,720 3,442 7,162 7,395 LucasVarity plc Consolidated Statement of Cash Flows For the three and six month periods ended 31 July 1998 ($ millions) Second Quarter Half Year 1998 1997 1998 1997 Cash flows from operating activities: Net income from continuing operations 82 87 241 184 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortisation 82 73 157 141 Gain on sales of businesses, investments and fixed assets(14) (32) (46) (34) Decrease in restructuring accrual (20) (29) (38) (50) (Increase) / decrease in: Working capital 14 (47) (59) (58) Tax liabilities (1) 14 54 38 Prepaid pension (54) (49) (109) (96) Other long-term liabilities(2) (3) (10) (14) Foreign exchange 39 32 (3) 8 Other 4 (1) 10 2 Cash provided by operating activities from continuing operations 130 45 197 121 Cash flows from investing activities: (Increase) / decrease in marketable securities (1) 50 (3) 40 Additions to fixed assets(116) (103) (205) (172) Sales of fixed assets and businesses 11 66 107 83 Acquisitions, net of cash acquired (10) (13) (38) (10) Cash used by investing activities from continuing operations (116) -- (139) (59) Cash flows from financing activities: Bank borrowings and overdrafts, net (15) (58) (474) 9 Repurchases of share capital -- (46) -- (95) Equity dividends paid (51) (53) (51) (53) Other (9) -- (6) (3) Cash used by financing activities from continuing operations (75) (157) (531) (142) Effect of foreign currency translation on cash and cash equivalents (22) (13) (22) (23) Decrease in cash and cash equivalents from continuing operations (83) (125) (495) (103) Cash used by discontinued operations (25) 27 1,004 38 Cash and cash equivalents at beginning of period 807 344 190 311 Cash and cash equivalents at end of period 699 246 699 246 LucasVarity plc Segmental Results For the three and six month periods ended 31 July 1998 ($ millions) To follow is an analysis of sales, operating profits and margins from continuing operations by the Company's reporting segments. Excluded from this analysis are results of discontinued operations, net gains on the sale of businesses and fixed assets, restructuring charges and losses (gains) on forward exchange contracts. Second Quarter Half Year 1998 1997 1998 1997 Sales: Braking Systems 685 591 1,503 1,254 Other Automotive 750 776 1,533 1,555 Aerospace 301 260 582 504 Corporate and other -- 3 -- 13 Total Sales 1,736 1,630 3,618 3,326 Operating profit: Braking Systems 46 50 121 102 Other Automotive 98 91 197 175 Aerospace 45 38 84 74 Corporate and other (13) (16) (31) (31) Total Operating Profit 176 163 371 320 Operating margins: Braking Systems 6.7% 8.5% 8.1% 8.1% Other Automotive 13.1% 11.7% 12.9% 11.3% Aerospace 15.0% 14.6% 14.4% 14.7% Total 10.1% 10.0% 10.3% 9.6% LucasVarity plc Segmental Results by Quarter For the year ended 31 January 1998 ($ millions) 1997 Q1 Q2 Q3 Q4 Full Year Sales: Braking Systems 663 591 653 635 2,542 Other Automotive 779 776 695 722 2,972 Aerospace 244 260 268 291 1,063 Corporate and other 10 3 -- -- 13 Total 1,696 1,630 1,616 1,648 6,590 Operating Profit: Braking Systems 52 50 62 57 221 Other Automotive 84 91 90 100 365 Aerospace 36 38 39 24 137 Corporate and other(15) (16) (13) (19) (63) Total 157 163 178 162 660 Interest (23) (23) (23) (26) (95) Sale of businesses and assets, net of taxes 2 32 (2) (42) (10) Restructuring charges (19) (15) (51) (61) (146) Taxes (39) (31) (40) (33) (143) Minority interests(5) (7) (3) (3) (18) Foreign exchange 24 (32) 36 (33) (5) Discontinued operations 8 13 10 21 52 Net income 105 100 105 (15) 295 Earnings per American Depositary Share: Before restructuring charges, foreign exchange, sale of businesses and fixed assets and discontinued operations $0.64 $0.61 $0.73 $0.48 $2.46 Foreign exchange0.11 (0.15) 0.17 (0.15) (0.02) Restructuring and sale of businesses and fixed assets (0.07) 0.16 (0.24) (0.58) (0.73) Discontinued operations 0.05 0.09 0.08 0.15 0.37 Net income $0.73 $0.71 $0.74 $(0.10) $2.08 Operating margins: Braking Systems 7.8% 8.5% 9.5% 9.0% 8.7% Other Automotive10.8% 11.7% 12.9% 13.9% 12.3% Aerospace 14.8% 14.6% 14.6% 8.2% 12.9% Total 9.3% 10.0% 11.0% 9.8% 10.0%