Mark IV Reports Record
Third Quarter; Nine Month Results

Amherst, NewYork December 18, 1996 -- Mark IV Industries, Inc. (NYSE: IV) today reported record sales and earnings for its third fiscal quarter and nine months ended November 30, 1996. Income before special items rose 16 percent in the quarter, to $26.7 million from $23.0 million last year, while related fully-diluted earnings per share increased 17 percent to 42 cents from 36 cents.

Third quarter sales increased 11 percent, to $580.9 million from $525.5 million. Operating income (income before interest expense, taxes and special items) increased 14 percent, to $60.3 million from $53.0 million last year.

All share and share-related amounts are fully-diluted and have been restated to reflect the five percent stock dividend issued in April 1996.

As announced on October 2, 1996, the company took a one-time pre-tax charge of $112.5 million in the third quarter, associated with the realignment and restructuring of the company's operations. The non-cash portion of the charge ($60.7 million) results primarily from the revaluation of long-term assets under the new SFAS 121 accounting standard, and certain pension-related costs. The cash portion of the charge ($51.8 million) covers employee transition and other facility closing costs. The aggregate after-tax amount of the charge is $67.5 million, or $1.06 per share.

Restructuring the company's operations will eliminate one million square feet of manufacturing and distribution facilities in the U.S. and Europe and reduce the work force by 1,000 net jobs. These actions will eliminate redundancies, and allow the company to more effectively and efficiently serve its customer base, producing a savings of $40-$45 million per year, pre-tax, or 38-43 cents per share after taxes, commencing within 12-18 months following the announcement.

In addition to the charge, the company realized a $20 million pre-tax gain ($12.2 million or 19 cents per share after taxes) on asset dispositions, which included the sales of the company's Vapor Corporation and Interstate Highway Sign businesses.

The results of operations of FitzSimons Manufacturing Company and Imperial Eastman, acquired in December 1995 and March 1996, respectively, are included in this year's third quarter results, and not in the preceding year's period. Businesses sold during the quarter have been excluded from their dates of sale. Pro forma the effects of acquisitions and divestitures, sales grew five percent in the quarter year-over-year.

Including special items, results in the third quarter were a net loss of $28.6 million, or 45 cents per share, compared to net income of $23 million, or 36 cents per share, for the like period last year.

For the first nine months of fiscal 1997, income before special items rose 14 percent, to $81.9 million from $71.7 million last year. Related earnings per share increased 14 percent, to $1.29 from $1.13 last year.

Sales in the nine months increased 14 percent, to $1.77 billion from $1.55 billion (six percent pro forma the effects of acquisitions and divestitures). Operating income increased 15 percent, to $187.0 million from $163.0 million in the same period last year.

Net income for the first nine months of fiscal 1997, after the special items which occurred in the third quarter, was $26.6 million (42 cents per share), compared to $71.7 million ($1.13 per share) last year.

Commenting on the results, Mr. Alfiero said "Although we enjoyed good business conditions in the quarter, earnings were somewhat constrained by automotive customer labor problems and cross-currency foreign exchange relationships in Europe." Mr. Alfiero noted that "Because of these items, third quarter earnings suffered by two cents per share. Year-to-date these same factors reduced earnings by five cents per share. "In the quarter, internal sales growth on a comparable basis was led by European automotive OEM sales, which rose 19 percent, while domestic OEM sales were flat. Domestic automotive aftermarket sales grew at a three percent rate, led by filters. On the industrial side, domestic revenue grew six percent, and European sales increased four percent during the period."

Mr. Alfiero further stated "The activities involving the realignment of the company are just getting underway, consequently there are no benefits reflected in the third quarter or year-to-date results. We expect only a small benefit from this program in the current fiscal year; however, the company should begin to see accelerating impact in the second half of next fiscal year."

Mark IV Industries, Inc., headquartered in the Buffalo suburb of Amherst, New York, employs approximately 17,600 people worldwide, manufacturing power and fluid transfer systems and components for global industrial and automotive markets.