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Fourth Quarter Results Cap Strong First Year for Independent Delphi

19 January 2000

Fourth Quarter Results Cap Strong First Year for Independent Delphi
                 Net Income Climbs 22 Percent Year-Over-Year

                   Operating Cash Flow Exceeds $2.5 Billion

    TROY, Mich., Jan. 19 -- Highlighting 22 percent annual net
income improvement, Delphi Automotive Systems today reported
financial results for the fourth quarter and full calendar year 1999.
    Net income was $1.1 billion, or $1.91 earnings per share (EPS), up from
pro forma $889 million ($1.57 EPS) in 1998, a 22 percent increase*.  Sales to
customers other than General Motors grew 13 percent on a comparable basis in
1999.  Sales increased in 1999 to $29.2 billion from $28.5 billion a year
earlier.
    "These results reflect the continued generation of shareholder value,
confirm Delphi's business model, and demonstrate our ability to meet
commitments outlined at the time of separation from General Motors," said
Delphi Chairman, Chief Executive Officer and President J.T. Battenberg III.
    "We believe we remain solidly on track to meet our long-term targets for
non-GM sales growth, earnings growth, and margin improvement.  We said we
would attain a 3.5 percent net income margin for the year; we delivered
3.7 percent.   We said we would grow earnings by 10 percent annually; we grew
them at a 22 percent rate.  We said we would increase our non-GM sales by
10 percent annually; we increased them by 13 percent.  We said we would have
$1.5 - 2.0 billion of operating cash flow; we had $2.5 billion," he said.
    "The dramatic increase in net income reinforces the significant progress
we have made in reducing structural cost and streamlining our product
portfolio," added Battenberg.
    According to Battenberg, year-over-year earnings improvement is
attributable to Delphi's company-wide cost reduction initiatives, including
product line rationalization and implementation of lean manufacturing
initiatives through the Delphi Manufacturing System.  Additionally, strong
North American and European volumes helped push profitability higher, but were
somewhat offset by soft demand in South America and some Asia Pacific markets,
a strong Mexican peso, and weakness in European currencies versus the U.S.
dollar.
    As a result of strong 1999 performance, Delphi today notified employees
that the company will pay profit sharing bonuses to eligible salaried
employees.  The hourly profit sharing bonus amount will be announced
internally on January 20, 2000. (The national agreements with
union-represented Delphi employees in the U.S. provide for 1999 profit sharing
to be paid on the aggregate of Delphi and GM 1999 earnings.)
    Fourth quarter 1999 earnings were $269 million ($0.48 EPS), on sales of
$7.25 billion, exceeding First Call analyst consensus EPS expectations of
$0.46.
    On a comparable basis, sales to non-GM customers climbed 12 percent, to
$1.89 billion in the fourth quarter 1999, while sales to GM were
$5.36 billion, down 12 percent.  Sales to GM in the fourth quarter 1999 were
lower than the same quarter in 1998 due to accelerated GM build schedules last
year as the company renewed field stocks following a third quarter 1998
strike, and due to the impact of divestitures and portfolio restructuring
previously announced.  As a result, overall fourth quarter 1999 revenue of
$7.25 billion was off slightly when compared to $7.80 billion in the year ago
period.

    New Business
    "In addition to the strong 1999 results overall, the really exciting news
coming out of Delphi in 1999 has been our ability to deliver on the promised
benefits of full separation from General Motors," said Battenberg.  "Our
customers have embraced our independence, and our 1999 year-end booked
business underlines the enthusiasm for Delphi products that exists in the
marketplace."
    Battenberg said Delphi posted extremely strong levels of new business in
1999 -- both with General Motors and with customers other than General Motors.
Of $33 billion in new booked business in 1999, $9 billion (27 percent), was
with customers other than General Motors.  Fourth quarter numbers were
$8 billion in total new business won, $2 billion of which was with customers
other than General Motors.  "The strong market acceptance of Delphi products
boosts our confidence in our ability to continue our portfolio restructuring,
while retaining our industry leading sales position," said Battenberg.
    Delphi won over 680 new business contracts with leading automotive and
non-automotive companies during 1999.  Significant new contracts announced in
1999 include:

    *  Ford - Electrical Architecture
    *  Ferrari - HVAC
    *  Daimler Chrysler - Modular Door Systems and M-Class Modular Cockpits
    *  Caterpillar - Engine Electronics
    *  PSA Peugeot Citroen - Wiring Harnesses and Advanced Technology
       Agreement
    *  Opel - Driver/Passenger Airbags
    *  Volkswagen - Future Airbag Program
    *  Seven different car and truck manufacturers - Communiport(R) Mobile
       Multimedia

    (Note:  While these contracts are significant, they do not represent a
complete listing of contracts awarded during the period.  Delphi respects
customer confidentiality and therefore does not disclose all contracts
awarded.  Unless Delphi receives customer permission, it does not discuss
customer business information with any external audience.)

    Mobile Multimedia
    "Besides the growing diversification of our customer base, the other
exciting feature of the new business being won at Delphi is the growth in our
mobile multimedia business," said Battenberg.
    "Contracts for mobile multimedia accounted for roughly $2.5 billion of the
$33 billion in new booked business during 1999," said Battenberg.  "This is a
tremendously exciting opportunity for Delphi, where our technological depth
and experience provides first-mover advantage in a market forecast to grow at
a 30 percent annual rate over the next five years.  Mobile multimedia
increases content with GM -- expands non-GM sales, and helps us move into
other transport sectors, namely heavy trucks and mobile electronics," he said.

    Cash Flow Exceeds Expectations
    Strong income, effectively managed working capital and efficient capital
investment combined to deliver 1999 annual operating cash flow of
$2.5 billion.  "This strong cash flow provided flexibility for $1.8 billion in
voluntary pension fund contributions since January, 1999, including the
$575 million contributed in January 2000," said Delphi Chief Financial Officer
Alan S. Dawes.  "These pre-payments -- which exceed federal minimum
requirements for pension funding -- demonstrate Delphi's commitment to funding
the future retirement needs of our employees, with the added benefit of
reducing future pension expense and enhancing net income.  These contributions
reduce our U.S. hourly underfunded pension fund liability to $0.7 billion,"
said Dawes.
    Delphi made significant investments in its business worldwide in 1999.
Domestically, the company announced major investment in facilities in Kokomo,
Ind., Sandusky, Ohio, Saginaw, Mich., and Dayton, Ohio.  Additionally, Delphi
made strategic investments in partnerships and equity positions in Asia
Pacific and Europe, expanding its manufacturing footprint and customer base.

    Acquisitions
    In addition to voluntary pension fund contributions, 1999 cash flow also
enabled Delphi to make several strategic acquisitions and partnerships,
including the purchase of Lucas Diesel Systems.
    The Lucas Diesel transaction, which closed in early January, expands
Delphi's customer and technology presence in the strategically important
European diesel market, while generating over $1.1 billion in new sales at
strong profit levels, significantly enhancing margin expansion and shareholder
value in 2000 and beyond.
    The acquisition is important to Delphi for the customer diversification it
provides outside the U.S., and the access it provides to a profitable European
diesel fuel injection systems aftermarket channel.

    Technology
    Delphi introduced 166 new products and processes during 1999, many which
demonstrate Delphi's commitment to technology through electronics integration.
These include Communiport(R) Mobile Multimedia, E-Steer(TM) electronic power
steering, MagneRide(TM) suspension control systems, and Forewarn Adaptive
Cruise Control.  Delphi received wide acclaim during the year for E-Steer(TM)
and MagneRide(TM) from industry experts, including the PACE Award from
Automotive News and Popular Science's "Best of What's New" award.

    About Delphi
    Delphi Automotive Systems, headquartered in Troy, Mich., USA, is a world
leader in automotive components and systems technology.  Delphi's three
business sectors -- Dynamics & Propulsion; Safety, Thermal & Electrical
Architecture; and Electronics & Mobile Communication -- provide comprehensive
product solutions to complex customer needs.  As of December 31, 1999, Delphi
had approximately 203,000 employees and operated 168 wholly owned
manufacturing sites, 39 joint ventures, 51 customer centers and sales offices
and 27 technical centers in 37 countries.
    With the addition of Lucas Diesel Systems in January 2000, Delphi's
worldwide presence grew to approximately 213,500 employees, 180 wholly owned
manufacturing sites, 41 joint ventures, 51 customer centers and sales offices
and 27 technical centers in 37 countries.  Regional headquarters are located
in Paris, Tokyo and Sao Paulo, Brazil.  Delphi can be found on the Internet at
http://www.delphiauto.com .

    Forward Looking Statements
    This press release, other than historical financial information, contains
forward-looking statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to vary materially from
those anticipated in the forward-looking statements are set forth in Delphi's
Securities and Exchange filings, including without limitation, in Items 1 and
7 of Delphi's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, and Item 2 of Delphi's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and Sept. 30, 1999.

    * See Financial Highlights - year-end 1999 income statement.

    HIGHLIGHTS - Year ended December 31, 1999 vs. pro forma year ended
December 31, 1998 comparison

                                          Year Ended
                                          December 31,
                                     1999            1998 (1)
                             (in millions, except per share amounts)

    Net sales:
      General Motors              $22,302         $22,322
      Other customers               6,890           6,157
        Total net sales            29,192          28,479
    Less operating expenses:
      Cost of sales, excluding
       items listed below          25,035          25,351
      Selling, general and
       administrative               1,619           1,600
      Depreciation and amortization   856             898
    Operating income                1,682             630 (4)
    Less interest expense             132             277
    Other income, net                 171             232
    Income before income taxes      1,721             585
    Less income tax expense           638             146
    Net income                     $1,083            $439 (4)

    Gross margin                     14.2%           11.0%
    Operating income margin           5.8%            2.2%
    Net income margin                 3.7%            1.5%

    Basic earnings per share -
     actual (2)                     $1.96             N/A

    Diluted earnings per share -
     actual (2)                     $1.95             N/A

    Basic earnings per share -
     pro forma (3)                  $1.92           $0.78

    Diluted earnings per share -
     pro forma (3)                  $1.91           $0.78

    (1)  Results of operations for the year ended December 31, 1998 have been
adjusted to reflect the impact of the terms of our separation from GM and to
exclude charges related to divestitures, underperforming assets and
postemployment benefits payable under contractual agreements.  The impact of
separation reflects lower employee benefit costs and higher other costs
associated with operating Delphi as a stand-alone company.  See the
reconciliation of actual to unaudited pro forma results for the year ended
December 31, 1998 for additional information.
    (2)  Actual basic and diluted earnings per share are calculated using the
weighted average shares outstanding during the period, resulting in 553
million and 555 million shares outstanding, respectively, during the year
ended December 31, 1999.
    (3)  Pro forma basic and diluted earnings per share are presented as if
the initial public stock offering of 100 million shares took place on January
1, 1998, resulting in 564 million and 566 million shares outstanding,
respectively, for the year ended December 31, 1999 and 565 million shares
outstanding for the year ended December 31, 1998.
    (4)  After considering partial recovery of lost production in subsequent
periods, the impact of work stoppages at GM and Delphi during 1998 was as
follows:

                                            Operating Income    Net Income
    Pro forma                                    $630             $439
    Work stoppage impact                          726              450
    Work stoppage impacted pro forma           $1,356             $889
    Work stoppage impacted earnings per share     N/A            $1.57


    HIGHLIGHTS - Year ended December 31, 1998 - Reconciliation of actual to
pro forma results

                                         Year Ended December 31, 1998
                                    Actual        Adjustments    Pro forma
                                    (in millions, except per share amounts)

    Net sales:
      General Motors               $22,322                         $22,322
      Other customers                6,157                           6,157
        Total net sales             28,479                          28,479
    Less operating expenses:
      Cost of sales, excluding
       items listed below           26,135            $(248) (1)
                                                       (382) (2)
                                                       (154) (3)    25,351
      Selling, general and
       administrative                1,463              137  (1)     1,600
      Depreciation and amortization  1,102              (48) (2)
                                                       (156) (3)       898
    Operating income (loss)           (221)             851            630
    Less interest expense              277                             277
    Other income, net                  232                             232
    Income (loss) before income taxes (266)             851            585
    Less income tax expense (benefit) (173)             159  (2)
                                                        118  (3)
                                                         42  (4)       146
    Net income (loss)                 $(93)            $532           $439

    Basic and diluted loss per
     share with 465 million shares
     outstanding                    $(0.20)                            N/A
    Basic and diluted earnings per
     share with 565 million shares
     outstanding                       N/A                           $0.78


    (1)  The pro forma effect of lower employee benefit costs, due to GM's
retention of certain retiree benefit obligations, favorably impacts both cost
of sales and selling, general and administrative expenses.  Selling, general
and administrative expenses are also unfavorably impacted by the estimated
incremental costs associated with operating Delphi as an independent company.
    (2)  Adjusted to exclude a loss of $430 million, or $271 million after-
tax, related to divestures involving our seating, lighting and coil spring
businesses.  The charge had the effect of increasing cost of sales and
depreciation and amortization by $382 million and $48 million, respectively.
    (3)  Adjusted to exclude charges of approximately $310 million, or $192
million after-tax, related to underperforming assets and postemployment
benefits payable under contractual agreements.  These charges had the effect
of increasing cost of sales and depreciation and amortization by $154 million
and $156 million, respectively.
    (4)  Income taxes were determined in accordance with SFAS No. 109,
"Accounting for Income Taxes."  For purposes of this pro forma presentation
only, the income tax effect of the unaudited pro forma adjustments assumes a
combined federal and state income tax rate of 38%.

    HIGHLIGHTS - Liquidity and capital resources (dollars in millions)

    BALANCE SHEET DATA:

                                  December 31,   December 31,   December 31,
                                      1999           1998           1998
                                     Actual        Pro Forma       Actual

    Cash and marketable securities   $1,556         $2,062         $1,000

    Debt                              1,757          3,500          3,500

    Net liquidity                     $(201)       $(1,438)       $(2,500)

    Long-term pension liability        $858*        $2,180         $2,180

    Total stockholders' equity       $3,200         $3,171            $ 9


    RECONCILIATION OF 1999 NET LIQUIDITY:

    Actual net liquidity at December 31, 1998                     $(2,500)

      Settlement of accounts receivable from GM                    (1,600)
      Extension of payment terms for accounts
       receivable from GM                                          (2,100)
      Settlement of 1998 note payable to GM                         3,141
      Initial public offering proceeds                              1,621

     Pro forma net liquidity at December 31, 1998                 $(1,438)

      Net income                                      $1,083
      Depreciation and amortization                      856
      Capital expenditures                            (1,200)
      Other, net                                       1,771


    Operating cash flow less capital expenditures                   2,510

      Dividends and other non-operating                               (48)

      Pension contributions                                        (1,225)

    Net liquidity at December 31, 1999                              $(201)

    *  Includes $0.7 billion related to the U.S. hourly pension plan.

    HIGHLIGHTS - Three months ended December 31, 1999 vs. pro forma three
months ended December 31, 1998 comparison

                                                     Three Months Ended
                                                         December 31,
                                                   1999              1998 (1)
                                                     (in millions, except
                                                      per share amounts)
    Net sales:
      General Motors                             $5,361            $6,127
      Other customers                             1,889             1,673
        Total net sales                           7,250             7,800
    Less operating expenses:
      Cost of sales, excluding items listed below 6,211             6,699
      Selling, general and administrative           439               485
      Depreciation and amortization                 210               215
    Operating income                                390               401
    Less interest expense                            38                78
    Other income, net                                56               108
    Income before income taxes                      408               431
    Less income tax expense                         139               133
    Net income                                     $269              $298

        Gross margin                               14.3%             14.1%
        Operating income margin                     5.4%              5.1%
        Net income margin                           3.7%              3.8%

    Basic and diluted earnings per share-
     actual (2)                                   $0.48               N/A

    Basic and diluted earnings per share-
     pro forma (3)                                  N/A             $0.53

    (1)  Results of operations for the three months ended December 31, 1998
have been adjusted to reflect the impact of the terms of our separation from
GM and to exclude charges associated with underperforming assets and
postemployment benefits payable under contractual agreements.  The impact of
separation reflects lower employee benefit costs and higher other costs
associated with operating Delphi as a stand-alone company.  See the
reconciliation of actual to unaudited pro forma results for the three months
ended December 31, 1998 for additional information.
    (2)  Actual basic and diluted earnings per share are calculated using the
weighted shares outstanding during the period, resulting in 562 million and
564 million shares outstanding, respectively, during the three months ended
December 31, 1999.
    (3)  Per share amounts for 1998 results are presented as if the initial
public stock offering of 100 million shares took place on January 1, 1998,
resulting in 565 million shares outstanding during the period.

    HIGHLIGHTS - Three months ended December 31, 1998 -- Reconciliation of
actual to pro forma results

                                    Three Months Ended December 31, 1998
                                    Actual     Adjustments      Pro forma
                                   (in millions, except per share amounts)
    Net sales:
      General Motors                $6,127                         $6,127
      Other customers                1,673                          1,673
        Total net sales              7,800                          7,800
    Less operating expenses:
      Cost of sales, excluding items
       listed below                  6,915        $(62) (1)
                                                  (154) (2)         6,699
      Selling, general and
       administrative                  451          34  (1)           485
      Depreciation and amortization    371        (156) (2)           215
    Operating income                    63         338                401
    Less interest expense               78                             78
    Other income, net                  108                            108
    Income before income taxes          93         338                431
    Less income tax expense              5         118 (2)
                                                    10 (3)            133
    Net income                         $88        $210               $298

    Basic and diluted earnings per share
     with 465 million shares
     outstanding                     $0.19                            N/A

    Basic and diluted earnings per share
     with 565 million shares
     outstanding                       N/A                          $0.53

    (1)  The pro forma effect of lower employee benefit costs, due to GM's
retention of certain retiree benefit obligations, favorably impacts both cost
of sales and selling, general and administrative expenses.  Selling, general
and administrative expenses are also unfavorably impacted by the estimated
incremental costs associated with operating Delphi as an independent company.
    (2)  Adjusted to exclude charges of approximately $310 million, or
$192 million after-tax, related to underperforming assets and postemployment
benefits payable under contractual agreements.  These charges had the effect
of increasing cost of sales and depreciation and amortization by $154 million
and $156 million, respectively.
    (3)  Income taxes were determined in accordance with SFAS No. 109,
"Accounting for Income Taxes."  For purposes of this pro forma presentation
only, the income tax effect of the unaudited pro forma adjustments assumes a
combined federal and state income tax rate of 38%.

    HIGHLIGHTS - Liquidity and capital resources  (dollars in millions)

    BALANCE SHEET DATA:

                                              December 31,      September 30,
                                                  1999              1999
                                                 Actual            Actual

     Cash and marketable securities              $1,556            $1,258

     Debt                                         1,757             1,766

     Net liquidity                                $(201)            $(508)

     Long-term pension liability                   $858*           $1,543

     Total stockholders' equity                  $3,200            $3,712


    RECONCILIATION OF FOURTH QUARTER NET LIQUIDITY:

    Net liquidity at September 30, 1999                             $(508)

      Net income                                        $269
      Depreciation and amortization                      210
      Capital expenditures                              (392)
      Other, net                                         559

    Operating cash flow less capital expenditures                     646

      Dividends and other non-operating                               (14)

      Pension contribution                                           (325)

    Net liquidity at December 31, 1999                              $(201)

    * Includes $0.7 billion related to the U.S. hourly pension plan.


    HIGHLIGHTS - Sector financial results (dollars in millions)

                                           Year Ended December 31,
    Sector                                                1999       1998
                                  1999         1998    Operating   Pro forma
                                 Sales        Sales      Income    Operating
                                                                  Income (1,2)
    Electronics & Mobile
    Communication                $5,296      $4,823       $577       $466

    Safety, Thermal  &
    Electrical Architecture      10,512      11,226        687        702

    Dynamics & Propulsion        13,975      12,862        563        408

    Other                          (591)       (432)      (145)      (220)

    Total                       $29,192     $28,479     $1,682     $1,356


    Sector                            Three Months Ended December 31,
                                  1999         1998      1999        1998
                                 Sales        Sales    Operating   Pro forma
                                                         Income    Operating


                                                                    Income (1)
    Electronics & Mobile
    Communication                $1,322      $1,411       $129       $177

    Safety, Thermal &
    Electrical Architecture       2,587       2,860        161        113

    Dynamics & Propulsion         3,504       3,640        171        107

    Other                          (163)       (111)       (71)         4

    Total                        $7,250      $7,800       $390       $401

    (1)  Amounts for 1998 have been adjusted to reflect the impact of the
         terms of our separation from GM and to exclude charges related to
         divestitures, underperforming assets and postemployment benefits
         payable under contractual agreements.  Certain 1998 sector results
         have also been reclassified to conform with the 1999 presentation.

     (2)  In addition to the items listed above, operating income for the year
          ended December 31, 1998 has been adjusted for the impact of work
          stoppages during 1998 at GM and Delphi.

            1999 Fourth Quarter and Year End Results Chart Package

    Forward-Looking Statements
    The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by us or on our behalf.  All
statements which address operating performance, events, or developments that
we expect or anticipate may occur in the future, including statements relating
to volume growth, awarded sales contracts, and earnings per share growth or
statements expressing general optimism about future operating results are
forward-looking statements.  These statements are made on the basis of
management's views and assumptions; as a result, there can be no assurance
that management's expectations will necessarily come to pass.  A list of
factors which could impact future events and performance is included in the
Delphi Automotive Systems Corporation 1998 Annual Report on 10-K filed with
the Securities and Exchange Commission.


    1999: Exceeding Our Commitments!

                                     Commitment             Results
    Non-GM Revenue Growth                10%                  13%
    Earnings Growth                      10%                  22%
    Net Margin                          3.5%                 3.7%
    Operating Cash Flow           $1.5 B - $2.0 B           $2.5 B

    1999 Achievements

      *  Delphi established as an independent entity
         -- IPO:  February 5, 1999
         -- Spin-off completed May 28, 1999

      *  Exceeded financial commitments
         -- Solid calendar year results

      *  Significant new business won

      *  U.S. labor agreements successfully completed

      *  Portfolio activity continues
         -- Troubled plant process continues


         -- Acquisition activity

      *  New organization created
         -- Formalized sector organization
         -- Addition of aftermarket division

    1999 New Business

    Represents estimated revenue over an average five-year contract life

                   Q-1 '99   Q-2 '99   Q-3 '99    Q-4 '99    1999
    Non-GM          $2 B      $3 B      $2 B       $2 B      $9 B
    GM              $4 B      $6 B      $8 B       $6 B     $24 B
    Total           $6 B      $9 B     $10 B       $8 B     $33 B

    1999 New Business Wins

         Customer                   Product

      *  Freightliner               Communiport(R) Mobile MultiMedia
      *  Ford                       Electrical Architecture
      *  Heavy Duty Truck Mfr.      Audio Systems
      *  Ferrari                    HVAC
      *  Daimler Chrysler           Modular Door Systems (MB Actros)
                                    M-Class Modular Cockpits
      *  Caterpillar                Engine Electronics Systems
      *  PSA Peugeot Citroen        Wiring Harnesses
                                    Advanced Technology Agreement
      *  Opel                       Driver/Passenger Airbags
      *  Volkswagen                 Future Airbag Program
      *  Ericsson              Connection Systems
      *  Volvo Truck                Wiring Systems
      *  Various Other OEMs         Communiport(R) Mobile MultiMedia

    In 1999, Delphi won over 600 contracts with 30 OEMs

    1999 Non-GM Revenue

      *  1999 growth rate: 13%

      *  Achieved record level $6.9 billion in revenue

      *  Represents 24% of total revenue

    2000 Goals

      *  Market volume outlook

      *  Non-GM revenue growth (includes Diesel Systems)

      *  Delphi earnings growth

      *  Delphi net income margin

      *  Operating cash flow

    1999 Fourth Quarter Highlights

      *  Solid net income margin: 3.7%
         -- Solid Q4 '99 earnings: $269 million

      *  Non-GM revenue growth: 12%
         -- Electronics & Mobile Communication sector's non-GM revenue growth
           tops 40%

      *  Continued robust operating cash flow: $646 million

      *  Portfolio restructuring continues to drive bottom-line results

    Fourth Quarter Results (pro forma comparison)

    $ Millions                       Q4 '99       Pro Forma        Q4 '99
                                                   Q4 '98           F/(U)
                                                                   Q4 '98

    Net Sales                        $7,250          $7,800         ($550)
    Gross Margin (%)                   14.3%*          14.1%      +0.2 pts

    Operating Income                    390             401           (11)
    Operating Margin (%)                5.4%            5.1%      +0.3 pts

    Less: Interest Expense               38              78            40
    Other Income/ (Expense)              56             108           (52)
    Pre-tax Income                      408             431           (23)
    Income Taxes                        139             133            (6)

    Net Income                          269             298           (29)
    Net Margin                          3.7%            3.8%      -0.1 pts

    Tax Rate                           34.1%*          30.9%

    Diluted EPS                       $0.48           $0.53
    Avg. Outstanding Shares             564             565

    *  Argentina Closure:  $19 M income tax savings offsets $20 M COGS Charge

    1999 Fourth Quarter Operating Cash Flow

                                  $ Millions

    Net Income                     $  269

    Depreciation & amortization       210

    Capital expenditures             (392)

    Other, net                        559

    Operating cash flow              $646
     (before pension contribution)

    1999 vs. 1998 (pro forma comparison)
                                                                     1999
                                                    Pro Forma        F/(U)
    $ Millions                         1999           19981          1998

    Net Sales                       $29,192         $28,479          $713
    Gross Margin(%)                    14.2%           13.5%      +0.7 pts

    Operating Income/(Loss)           1,682           1,356           326
    Operating Margin(%)                 5.8%            4.8%      +1.0 pts

    Net Income/(Loss)                 1,083             889           194
    Net Margin(%)                       3.7%            3.1%       0.6 pts

    Earnings Per Share                $1.91           $1.57
    Avg. Outstanding Shares             566M            565M

    Earnings Per Share climbs 22% year-over-year

    (1) 1998 results excluding strike impact