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LucasVarity Reports Q2 Results

9 September 1998

LucasVarity Reports Second Quarter And Six-Month Results
    LONDON, 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%