Mark IV Reports Record First Quarter Earnings

Amherst, New York, June 3,1996, -- Mark IV Industries, Inc. (NYSE: IV) today reported record sales and earnings for its first fiscal quarter ended May 31, 1997. Income from continuing operations rose 10 percent in the quarter, to $30.1 million from $27.3 million last year, while related fully-diluted earnings per share increased 12 percent, to 46 cents from 41 cents. As a result of share repurchases occurring late in the period, fully-diluted weighted average shares outstanding declined slightly to 66 million from 66.7 million last year.

Sales from continuing operations in the quarter increased four percent, to $560.1 million from $540.9 million, while related operating income (income before interest expense and taxes) increased seven percent, to $63.6 million from $59.7 million last year.

All share and share-related amounts have been restated to reflect the five percent stock dividend distributed in May 1997.

During fiscal 1997, Mark IV substantially completed a divestiture program aimed at selling its non-core operations in order to focus on its power transmission, fluid transfer and filtration businesses. Fiscal 1997 results reflect the divested businesses as discontinued operations. Consequently, last year's quarterly results have been restated to reflect this treatment.

Net income in the quarter was $30.1 million, or 46 cents per share, up six percent from last year’s $28.5 million, or 43 cents per share, which includes $1.2 million, or two cents per share, from discontinued operations.

Commenting on the quarter, Sal H. Alfiero, chairman and chief executive officer of Mark IV, said, "During the quarter, we repurchased approximately 2.6 million shares of Mark IV common stock for an aggregate cost of $61.5 million, as part of a 7.3 million share repurchase program authorized earlier in the year. The repurchase was funded utilizing a portion of the $313 million proceeds from the company's recent sale of non-core assets, and reflects management's confidence in the company's future prospects.

"Operationally, overall revenue was up seven percent, after adjusting for foreign exchange effects and the disposition of two small non-core operating units early in the first quarter. Revenue growth was led by strength in the company’s domestic Industrial markets, followed closely by improvements in Mark IV’s foreign Automotive OEM business. Automotive sales got a boost in the first period from a new, majority owned manufacturing facility in Brazil, which recently began shipping fuel system components to customers in that area. While earnings contribution from the new operation was negligible in the period, it should accelerate in future quarters. Somewhat dampening growth, however was the negative impact of a strong dollar, which cost the company one cent per share in the period, and a lackluster, basically flat, automotive aftermarket business level.

"The activities associated with our restructuring program, aimed at realigning the company into our core Industrial and Automotive operations, are progressing as scheduled. These activities should help to improve operating margins and earnings comparisons beginning later in the year.

Mark IV Industries, Inc., is a $2.1 billion global manufacturing company headquartered in the Buffalo suburb of Amherst, New York, employing 15,800 people worldwide. The company’s core technologies include power transmission, fluid transfer and filtration systems and components for global industrial and automotive markets. For more information on Mark IV, visit the company’s web site at http://www.mark-iv.com..

MARK IV INDUSTRIES, INC.
(Amounts in thousands, except per share data)

  Three Months Ended May 31,
  1997 1996
Sales from continuing operations 560,100 540,900
Operating income* $ 63,600 59,700
Interest expense $ 14,300 14,900
Operating income, net of interest expense $ 49,300 44,800
Income from continuing operations 30,100 27,300
Income from discontinued operations -
_______
1,200
_______
    Net income $ 30,100
=======
28,500
=======
Primary earnings per share:
  Continuing operations $ -.46 -.41
  Discontinued operations --
_______
.02-
_______
    Net income $ .46
=======
$ .43
=======
Fully-diluted earnings per share:
  Continuing operations $ .46 .41
  Discontinued operations -
_______
.02
_______
    Net income $ .46
=======
$ .43
=======
Weighted average number of shares outstanding:
  Primary 65,600
=======
66,300
=======
  Fully-diluted 66,000
=======
66,700
=======

* Represents income from continuing operations before interest expense and taxes.