LucasVarity Reports Q3 and Nine Month Results
8 December 1998
LucasVarity Reports Third Quarter and Nine Month ResultsLONDON, Dec. 8 -- LucasVarity plc (London: LVA; NYSE: LVA) today reports its results for the three month (third quarter) and nine month periods ended October 31, 1998. THIRD QUARTER AND YEAR TO DATE HIGHLIGHTS -- Earnings per ordinary share from continuing operations (before exceptional items) increased sharply in both periods: 1998 1997 Third Quarter 4.3p 3.5p Nine Months 12.0p 8.9p -- Third quarter sales from continuing operations up 2.9% -- up 5.3% excluding currency translation effects. -- Third quarter operating profit from continuing operations (before exceptional items) up 12.8% -- up 16.3% excluding currency translation effects. Despite the adverse effect of the General Motors strike in 1998: -- Year to date sales from continuing operations up 6.4% -- up 8.7% excluding currency translation effects. -- Year to date operating profit from continuing operations (before exceptional items) up 17.3% -- up 21.1% excluding currency translation effects. -- Sale of Heavy Vehicle Braking Systems for 235 million pounds sterling announced in November. Victor A Rice, Chief Executive, commented: "Given the mixed trading conditions in certain parts of our businesses, the Group's third quarter results are satisfactory. Our progression in terms of margin improvement and favourable comparisons to last year's results demonstrates that we are successfully driving the Group's performance towards continuous improvement. Following the change of domicile proposal, it is strictly 'business as usual.' We have a clearly articulated strategy and we will be working hard to put our strong balance sheet to work." SUMMARY AND OUTLOOK Summary Third Quarter Group turnover from continuing operations for the third quarter increased by 2.9% to 1,033 million pounds and operating profit from continuing operations before exceptional items increased 12.8% to 97 million pounds as compared to the prior year third quarter. Excluding the effects of currency translation, which reduced sales by 24 million pounds and operating profit by 3 million pounds, sales from continuing operations increased 5.3% and operating profit 16.3%. Third quarter operating margins improved from 8.6% in 1997 to 9.4% in 1998. A strong European diesel car and van market, growth in the North American light-vehicle market, and improved Aerospace turnover were the main drivers behind the underlying sales increase. The improvements in operating profit and margins were due to the continuing implementation of cost improvement programmes and increased turnover levels. Profit before tax and exceptional items from continuing operations of 91 million pounds increased 26.4% compared to the prior year. Contributing to the improvement was an 8 million pound decrease in net interest expense as a result of cash proceeds received in the first quarter of 1998 from the sale of VarityPerkins. After 13 million pounds of expenses relating to the proposed change of domicile and 7 million pounds of costs pertaining to the termination of interest rate swaps, profit before tax was 71 million pounds. Third quarter profit attributable to shareholders from continuing operations (before exceptional items) was 61 million pounds, or 4.3p per ordinary share compared to 49 million pounds, or 3.5p per ordinary share in the prior year. After exceptional items and discontinued operations, 1998 third quarter earnings per ordinary share were 3.0p compared to 4.0p in the third quarter of 1997. Under US GAAP, third quarter earnings per American Depository Share (ADS) from continuing operations before exceptional items and non-cash exchange gains relating to long-term forward exchange contracts were $0.81 compared to $0.73 in the prior year. After exceptional items, foreign exchange gains and discontinued operations, 1998 third quarter earnings per ADS were $0.68 compared to $0.74 in the third quarter of 1997. 1998 Nine Months Group turnover from continuing operations for the nine months to October 31, 1998 increased by 6.4% to 3,226 million pounds and operating profit from continuing operations before exceptional items, increased 17.3% to 278 million pounds as compared to the prior year nine months. Currency translation reduced sales for the nine months by 71 million pounds and operating profit by 9 million pounds. Excluding the adverse effects of currency translation, sales from continuing operations increased 8.7% and operating profit 21.1%. The nine month operating margin was 8.6% compared to the prior year's 7.8%. The underlying sales growth from continuing operations was 8.0% after considering the net effect of business acquisitions and disposals which increased nine month sales by 20 million pounds compared to the prior year. Strong North American and European car markets, and improved Aerospace turnover were the main drivers behind the sales growth. The improvements in operating profit and margin were due to the continuing implementation of cost improvement programmes and increased turnover levels. A strike at General Motors in the second quarter reduced operating profit by 11 million pounds. Profit before tax and exceptional items from continuing operations of 256 million pounds increased 31.3% compared to the prior year. Contributing to the improvement was a 20 million pound 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, operating losses of 2 million pounds from discontinued operations through the date of disposal, expenses of 13 million pounds relating to the proposed change of domicile and the cost of terminating interest rate swaps of 7 million pounds, profit before tax was 356 million pounds in the nine months to October 31, 1998. Tax expense was 199 million pounds which, after excluding 123 million pounds of taxes associated with exceptional items, primarily tax on the sale of VarityPerkins, resulted in an effective tax rate of 30%. Nine month profit attributable to shareholders from continuing operations before exceptional items was 169 million pounds, or 12.0p per ordinary share compared to 126 million pounds, or 8.9p per ordinary share in the prior year. After exceptional items and discontinued operations, nine month earnings per ordinary share were 10.4p compared to 12.0p in the prior year nine months. Under US GAAP, nine month earnings per ADS from continuing operations before exceptional items and non-cash exchange gains relating to long-term forward exchange contracts were $2.33 compared to $1.98 in the prior year. After exceptional items, foreign exchange gains and discontinued operations, 1998 nine month earnings per ADS were $2.80 compared to $2.18 in the prior year nine months. Key Events During the third quarter, the following key events occurred: -- A joint venture was formed with Thomson-CSF to design, develop and manufacture automotive radar sensors for adaptive cruise control and future collision avoidance systems for passenger cars and light trucks on a global basis. -- Significant contract awards were achieved in both the Automotive and Aerospace sectors. -- The sale of the controlling interest in Lucas Kienzle Instruments Limited, a business within the Electrical and Electronic Systems division, was agreed with Mannesmann VDO AG. -- The proposal to change the Group's domicile to the United States put to shareholders on November 6, 1998 was not approved by the requisite 75% majority of shareholders. In total, 82% of shareholders voted, with approximately 74% voting in favour versus 26% against. -- In November 1998, an announcement was made regarding the sale of the Heavy Vehicle Braking Systems division to Meritor Automotive Inc. for cash of approximately 235 million pounds. Outlook Heading into the fourth quarter, economic conditions in Asia and South America remain difficult and other regions are now showing signs that the trading environment is becoming tougher. In the automotive industry, production cutbacks at certain European car manufacturers, together with lower demand from the aftermarket, will constrain sales growth in the fourth quarter and in the next fiscal year. In both Europe and North America, light vehicle production and car and van registrations have demonstrated strong growth in the first nine months of the current year, but this growth rate is expected to moderate in the fourth quarter. In 1999, in line with most industry participants, we expect both markets on average to decline by approximately 3 to 4% from their 1998 levels. However, the Group is well placed with a significant presence in the North American light truck and the European diesel car and van sectors -- both of which have shown, and continue to demonstrate, above average growth rates. The aerospace markets we serve continue to expand, and our recent contract successes leave us confident that we can share in this growth over the medium term. The Group continues to implement its restructuring programme and has already generated substantial cost reductions. We expect to see further benefits from management effort in this area over the next year. OPERATING AND FINANCIAL REVIEW Review of continuing operations before exceptional items (pounds million except margin %): Third Quarter Nine Months ended October 31 ended October 31 1998 1997 1998 1997 SALES Braking Systems 461 406 1,372 1,171 Other Automotive 402 432 1,331 1,380 Aerospace 170 166 523 474 Corporate / Other -- -- -- 8 Total 1,033 1,004 3,226 3,033 OPERATING PROFIT Braking Systems 44 38 118 101 Other Automotive 41 39 126 116 Aerospace 21 19 63 52 Corporate / Other (9) (10) (29) (32) Total 97 86 278 237 OPERATING MARGIN Braking Systems 9.5% 9.4% 8.6% 8.6% Other Automotive 10.2% 9.0% 9.5% 8.4% Aerospace 12.4% 11.4% 12.0% 11.0% Total 9.4% 8.6% 8.6% 7.8% The following is a review of LucasVarity's operations for the third quarter of 1998, compared with the third quarter of 1997: BRAKING SYSTEMS The Braking Systems' segment comprises the Light Vehicle Braking Systems (LVBS) and Heavy Vehicle Braking Systems (HVBS) businesses. The HVBS business, which had fiscal 1997 sales of approximately 175 million pounds, is to be sold to Meritor Automotive Inc. Completion is expected prior to the end of the current fiscal year. Third quarter turnover in the Braking Systems segment increased 55 million pounds, or 13.5%, to 461 million pounds. The January 1998 acquisition of Freios Varga, South America's largest brake company, contributed 39 million pounds to the third quarter sales whilst the effects of currency translation reduced sales by 9 million pounds. The remaining increase of 25 million pounds, or 6.2%, resulted primarily from a strong North American passenger car market. Production of light vehicles in North America for the third fiscal quarter increased 4.8% from last year. Light trucks increased 0.3% and passenger car production increased 9.1%. General Motors' strike negatively affected LVBS's second quarter results. Recovery of lost sales in the third quarter has not occurred to the extent expected. Car registrations in Europe rose approximately 3% in the third quarter as compared to last year. However, LVBS' sales were negatively affected by production cutbacks at three European customers, Ford, Rover and Fiat, which will also have an effect on the fourth quarter. Operating profit increased 15.8% to 44 million pounds, resulting in an operating margin of 9.5% compared to 9.4% in the prior year. Operating margins increased despite the dilutive effect of the acquisition of Freios Varga. The weak trading conditions in South America have exacerbated the depressive effect on overall Braking Systems' margins. During the quarter, LVBS announced that it is producing a brake actuation system for drum brakes and front callipers for Honda's 1999 minivan, the Odyssey. This represents the first North American contract with Honda. In addition, the division secured a brake systems award for a light commercial van to be produced by a co-operative venture between GM's Opel division and Renault. This is LVBS' first total brake systems award in Europe. 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 third quarter 1998 reported sales by 9 million, and the revenues of businesses disposed of subsequent to the prior year third quarter totaling 39 million pounds, underlying sales improved 18 million pounds, or 4.2%. The Diesel Systems business was the main contributor to this growth, reflecting continued increases in diesel car and van sales in Europe. Production cutbacks at some customers constrained growth at E&ES. The European automotive aftermarket showed signs of slowdown with automotive manufacturers adjusting order schedules to manage their own inventory levels. 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 4 million pounds, or 10.3%. Operating margin was 10.2% for the quarter compared to 9.0% 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 quarter, E&ES announced the formation of a joint venture with Thomson-CSF to design, develop and manufacture automotive radar sensors for adaptive cruise control and future collision avoidance systems for passenger cars and light trucks on a global basis. The joint venture is well placed to capture a significant part of the emerging demand for high performance adaptive cruise control systems. AEROSPACE Turnover in the Aerospace segment for the third quarter increased 2.4% to 170 million pounds. Operating profit improved 10.5% to 21 million pounds reflecting an operating margin of 12.4% as compared to 11.4% in 1997. Both the original equipment and higher margin aftermarket sectors demonstrated growth, primarily from existing contracts. However, sales were affected by strikes at two sites at Macon and Utica in the United States. Both strikes were resolved prior to the end of the third quarter. The improved operating margin reflected the benefits of cost reduction activities. In the quarter, two one-off items affected profits. The strikes at Macon and Utica led to higher costs being incurred in an effort to minimise disruption to customer deliveries. Separately, a favourable re-assessment of warranty provisions, relating to the cargo systems business, resulted in the recognition of income. During the quarter the Aerospace division made two announcements regarding major contract awards. The first was from Fairchild Aerospace to supply the complete fly-by-wire flight control system for its new 728JET. The contract is worth more than 600 million pounds over the life of the programme. The division was also awarded several contracts to supply a major portion of the primary and secondary flight controls and thrust reverser and actuation on the Airbus A340-500/600. The combined value of these contracts is approximately 320 million pounds. 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 pounds million of goodwill. This goodwill resulted from the 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 During the 1998 third quarter, 19 million pounds of one-off expenses after tax were recognised. The costs associated with the proposed change of domicile amounted to 13 million pounds and an after-tax loss of 6 million pounds was recognised in the quarter on the termination of an interest rate swap portfolio. These swaps dated back to 1993 and no longer served the purpose of hedging the underlying exposure for which they were originally established. 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 pound 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 in-flow from operating activities in the nine months to October 31, 1998 after interest, tax and dividends paid to minority shareholders was 132 million pounds. This amount included cash outflows for restructuring activities of 38 million pounds and working capital of 84 million pounds. Investments of 189 million pounds were made for capital expenditure and 25 million pounds on acquisitions, while proceeds from disposals, including the sale of VarityPerkins, amounted to 685 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 14 pounds million at October 31, 1998. LucasVarity plc Consolidated Profit and Loss Accounts For the three and nine month periods ended 31 October 1998 and 1997 (pounds million) Third Quarter Nine Months 1998 1997 1998 1997 Turnover: Continuing operations 1,033 1,004 3,226 3,033 Discontinued operations -- 157 42 480 Total turnover 1,033 1,161 3,268 3,513 Cost of sales (937) (1,063) (2,995) (3,242) Surplus on trading 96 98 273 271 Share of profits less losses of associated undertakings 1 1 3 4 Total operating profit before exceptional items: Continuing operations 97 86 278 237 Discontinued operations -- 13 (2) 38 Total operating profit before exceptional items 97 99 276 275 Profit on the sale of current asset investment -- -- -- 13 Costs of proposed change of domicile (13) -- (13) -- Total operating profit 84 99 263 288 Profit on business and asset disposals -- -- 122 5 Profit on ordinary activities before interest and taxation 84 99 385 293 Interest - ordinary activities (6) (14) (22) (42) - costs relating to termination of interest rate swaps (7) -- (7) -- Profit on ordinary activities before taxation 71 85 356 251 Taxation - ordinary activities (27) (26) (76) (72) - exceptional items 1 -- (123) -- Profit on ordinary activities after taxation 45 59 157 179 Minority interests and other(3) (2) (10) (9) Profit attributable to shareholders 42 57 147 170 LucasVarity plc Per share amounts For the three and nine month periods ended October 31, 1998 and 1997 Third Quarter Nine Months 1998 1997 1998 1997 Earnings per share: Before costs of proposed change of domicile, termination of interest rate swaps, sale of businesses and fixed assets, and discontinued operations 4.3p 3.5p 12.0p 8.9p Costs of proposed change of domicile, termination of interest rate swaps, and sale of businesses and fixed assets (1.3)p (0.1)p (1.3)p 1.3p Discontinued operations -- 0.6p (0.3)p 1.8p Earnings per ordinary share 3.0p 4.0p 10.4p 12.0p Average shares outstanding (millions) 1,410 1,411 1,409 1,421 LucasVarity plc Consolidated Balance Sheets At October 31, 1998 and January 31, 1998 (pounds million) Oct. 31 Jan. 31 Fixed assets: Tangible assets 1,239 1,362 Intangible assets 33 27 Investments 30 47 1,302 1,436 Current assets: Stocks 425 489 Debtors 821 869 Cash 432 155 1,678 1,513 Creditors: Amounts falling due within one year: Borrowings (92) (414) Other creditors (954) (1,097) (1,046) (1,511) Net current assets 632 2 Total assets less current liabilities 1,934 1,438 Creditors: Amounts falling due after one year: Borrowings (326) (315) Accruals and deferred income (34) (52) (360) (367) Provisions for liabilities and charges (453) (545) Net Assets 1,121 526 Capital & Reserves: Total shareholders' funds 1,048 458 Minority interests 73 68 1,121 526 LucasVarity plc Consolidated Cash Flow Statements For the three and nine month periods ended October 31, 1998 and 1997 (pounds million) Third Quarter Nine Months 1998 1997 1998 1997 Cash flow from operating activities: Group operating profit 84 99 263 288 Share of profit less dividends of associated undertakings (1) (1) 1 (4) Depreciation / amortisation 41 40 122 121 Profit on sale of current asset investment -- -- -- (13) Utilisation of provision for restructuring (4) (19) (38) (78) Decrease in other provisions (16) (6) (29) (30) Increase in working capital(28) (26) (84) (14) Net cash inflow from operating activities 76 87 235 270 Interest paid and dividends paid to minority shareholders (13) (6) (35) (39) Tax paid (25) (19) (68) (40) Capital expenditure and financial investment: Purchase of tangible fixed assets (63) (47) (189) (187) Disposal of tangible fixed assets 4 2 13 16 Investment in intangible fixed assets (4) -- (7) -- Net cash outflow for capital expenditure and financial investment (63) (45) (183) (171) Net cash (outflow) / inflow for acquisitions and disposals (5) (9) 660 22 Equity dividends paid -- -- (31) (32) Net cash (outflow) / inflow before management of liquid resources and financing (30) 8 578 10 Management of liquid resources and financing: Proceeds from sale of current asset investment -- -- -- 29 Issue of ordinary share capital -- 4 8 14 Purchase of ordinary share capital -- (21) -- (79) Decrease in bank loans (7) (68) (299) (11) (Increase) / decrease in short-term deposits (13) 46 (266) 47 Capital element of finance lease rental payments (1) (1) (11) (13) Net cash outflow from management of liquid resources and financing (21) (40) (568) (13) (Decrease) / increase in cash in the period (51) (32) 10 (3) LucasVarity plc Reconciliation of net cash flow To movement in net debt For the nine month period ended October 31, 1998 pounds million Increase in cash in the period 10 Cash outflow from decrease in debt and lease financing 310 Cash outflow from increase in short-term deposits 266 Change in net debt resulting from cash flows 586 Exchange movements 2 Movement in net debt in the period 588 Net debt at January 31, 1998 (574) Net cash at October 31, 1998 14 LucasVarity plc Reconciliation of movements in shareholders' funds For the nine month period ended 31 October 1998 pounds million Profit attributable to shareholders 147 Dividend in respect of current period (35) Currency translation differences 8 New share capital subscribed 8 Goodwill on disposals transferred to profit and loss account462 Net increase in shareholders' funds 590 Opening shareholders' funds 458 Closing shareholders' funds 1,048 LucasVarity plc UK to US GAAP Reconciliation For the three and nine month periods ended October 31, 1998 and 1997 Third Quarter 1998 1997 pounds dollars pounds dollars million million million million Net Income -- UK GAAP 42 71 57 93 Adjustments to conform with US GAAP: Goodwill amortisation (9) (15) (11) (17) Goodwill written off on divestments -- -- -- -- Property revaluation -- -- -- -- Pension credit 33 56 29 47 Provisions for restructuring (8) (14) (33) (53) Exchange gains relating to forward exchange contracts 21 35 22 36 Deferred tax (18) (31) (1) (2) Other (4) (6) 1 1 Net Income -- US GAAP 57 96 64 105 Earnings per ADS (US GAAP) $0.68 $0.74 Nine Months 1998 1997 pounds dollars pounds dollars million million million million Net Income -- UK GAAP 147 244 170 278 Adjustments to conform with US GAAP: Goodwill amortisation (26) (43) (32) (51) Goodwill written off on divestments 48 79 1 2 Property revaluation 10 16 - - Pension credit 99 165 88 143 Provisions for restructuring (15) (25) (56) (91) Exchange gains relating to forward exchange contracts 23 38 17 28 Deferred tax (40) (67) (2) (3) Other (8) (13) 3 4 Net Income -- US GAAP 238 394 189 310 Earnings per ADS (US GAAP) -- $2.80 -- $2.18 LucasVarity plc UK to US GAAP Reconciliation At October 31, 1998 pounds million pounds million Shareholders' funds (UK GAAP) 1,048 1,750 Adjustments to conform with US GAAP: Goodwill 787 1,314 Revaluation of tangible fixed assets (103) (172) Entry fees (21) (35) Prepaid pension cost 548 915 Exchange gains relating to forward exchange contracts 69 115 Restructuring provision 21 35 Deferred taxation (46) (77) Other (17) (28) Shareholders' equity (US GAAP) 2,286 3,817 LucasVarity plc Condensed US GAAP Information October 31, 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 accounts, 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 January 31, 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) in August 1998. The results for the three and nine months ended 31 October 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 1.68 dollars to sterling. LucasVarity plc Segmental results For the three and nine month periods ended 31 October 1998 and 1997 ($ millions, except per share amounts) Third Quarter Nine Months 1998 1997 1998 1997 Sales: Braking Systems 775 653 2,278 1,907 Other Automotive 676 695 2,209 2,250 Aerospace 286 268 868 772 Corporate and other -- -- -- 13 Total 1,737 1,616 5,355 4,942 Operating profit: Braking Systems 75 62 196 164 Other Automotive 100 90 297 265 Aerospace 41 39 125 113 Corporate and other (16) (13) (47) (44) Total 200 178 571 498 Interest - ordinary activities (11) (23) (37) (69) - termination of swaps (12) -- (12) -- Sale of businesses and assets, net of taxes -- (2) 38 32 Cost of proposed change of domicile (22) -- (22) -- Restructuring charges (14) (51) (32) (85) Taxes (74) (40) (190) (110) Minority interests (6) (3) (17) (15) Foreign exchange 35 36 38 28 Discontinued operations -- 10 57 31 Net Income 96 105 394 310 Earnings per American Depository Share: Before restructuring charges, foreign exchange, costs of proposed redomicile, termination of interest rate swaps, sale of businesses, fixed assets and discontinued operations $0.81 $0.73 $2.33 $1.98 Foreign exchange on forward contracts 0.16 0.17 0.17 0.13 Restructuring charges, costs of proposed redomicile, termination of interest rate swaps, and sale of businesses and fixed assets (0.29) (0.24) (0.10) (0.15) Discontinued operations -- 0.08 0.40 0.22 Net income $0.68 $0.74 $2.80 $2.18 Operating margins: Braking Systems 9.7% 9.5% 8.6% 8.6% Other Automotive 14.8% 12.9% 13.4% 11.8% Aerospace 14.3% 14.6% 14.4% 14.6% Total 11.5% 11.0% 10.7% 10.1% LucasVarity plc Consolidated Balance Sheets At October 31, and January 31, 1998 ($ million) Oct. 31 Jan. 31 Assets: Current Assets: Cash and cash equivalents 651 190 Marketable securities 70 64 Receivables 1,224 1,125 Inventories 710 712 Prepaid expenses and other 347 328 Net assets of discontinued operations -- 933 Total current assets 3,002 3,352 Investments in associated companies50 61 Fixed assets, net 1,897 1,778 Goodwill 1,314 1,346 Prepaid pension and other 1,082 858 7,345 7,395 Liabilities: Current liabilities: Short-term debt 162 676 Current portion of long-term debt 37 52 Accounts payable and accrued liabilities 1,747 1,651 Total current liabilities 1,946 2,379 Long-term debt 544 517 Other long-term liabilities 916 945 Minority interests 122 112 Total shareholders' equity 3,817 3,442 7,345 7,395 LucasVarity plc Consolidated Statement of Cash Flows For the three and nine month periods ended October 31, 1998 and 1997 ($ million) Third Quarter Nine Months 1998 1997 1998 1997 Cash flows from operating activities: Net income from continuing operations 96 95 337 279 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortisation 82 67 239 208 Gain on sales of businesses, investments and fixed assets -- 2 (46) (32) Increase / (decrease) in restructuring accrual 6 24 (32) (26) (Increase) / decrease in: Working capital (48) (24) (107) (82) Tax liabilities 32 9 86 47 Prepaid pension (56) (47) (165) (143) Other long-term liabilities (13) 7 (23) (7) Foreign exchange (35) (36) (38) (28) Other 4 14 14 16 Cash provided by operating activities from continuing operations 68 111 265 232 Cash flows from investing activities: (Increase) / decrease in marketable securities (2) 2 (5) 42 Additions to fixed assets(107) (63) (312) (235) Sales of fixed assets and businesses 3 8 110 91 Acquisitions, net of cash acquired (4) - (42) (10) Cash used by investing activities from continuing operations (110) (53) (249) (112) Cash flows from financing activities: Bank borrowings and overdrafts, net (27) (64) (501) (55) Repurchases of share capital-- (34) -- (129) Equity dividends paid -- -- (51) (53) Other (2) 4 (8) 1 Cash used by financing activities from continuing operations (29) (94) (560) (236) Effect of foreign currency translation on cash and cash equivalents 25 7 3 (16) Decrease in cash and cash equivalents from continuing operations (46) (29) (541) (132) Cash used by discontinued operations (2) (27) 1,002 11 Cash and cash equivalents at beginning of period 699 246 190 311 Cash and cash equivalents at end of period 651 190 651 190