UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended August 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-4651
Echlin Inc.
(Exact name of registrant as specified in its charter)
Connecticut No: 06-0330448
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Double Beach Road
Branford, Connecticut 06405
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (203) 481-5751
Securities registered pursuant to Section 12(b) of the Act:
New York Stock Exchange Inc.
Common Stock, The Pacific Stock Exchange Incorporated
$1.00 par value International Stock Exchange in London
(Title of Class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
--- ---
The aggregate market value of the voting stock of the registrant held by non-
affiliates of the registrant on November 5, 1997 was $2,052,325,267. On
November 5, 1997, there were 63,149,304 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
1. Portions of Echlin's 1997 Annual Report to Shareholders are incorporated
into Parts I and II.
2. Portions of Echlin's 1997 Annual Proxy Statement are incorporated into
Part III.
1
PART I
------
ITEM 1. BUSINESS
- -----------------
Echlin Inc. was incorporated in the state of Connecticut in 1959 and is
engaged in only one business segment as a worldwide supplier of products to
maintain or improve the efficiency and safety of motor vehicles. During the
past fiscal year, Echlin Inc. and its subsidiaries ("Echlin" or the "company")
continued to conduct its business in a manner consistent with prior years.
The company's principal products can be classified into the following
categories: brake system, engine system, other vehicle parts and non-vehicular
products. Brake system parts include hydraulic brake master cylinders, brake
shoes, drums, brake cables, hardware and wheel cylinders for drum brake systems,
disc pads, rotors and calipers for disc brake systems, hoses and electric brake
controllers and antilock brake systems. In addition, wheel oil seals,
compressors, air dryers, valves, power boosters, pressure converters, air brake
actuating products, spring brakes, brake block, remanufactured brake shoes, hose
assemblies, pneumatic and electrical connectors, slack adjusters, gladhands,
hubs and trailer draw bars are manufactured for the heavy-duty brake market.
Engine system parts include condensers, contacts, complete distributors,
distributor caps, ignition coils, rotors, control modules, sensors, actuators,
electronic voltage regulators, wire and cable products, carburetor and emission
control parts, fuel pumps, lines and rails, water pumps, oil pumps, filters,
gaskets, heating and air-conditioning coupled hose assemblies, oil coolers,
electronic fuel injection systems, oxygen sensors, EGR and PCV valves. Other
vehicle parts include power steering pumps, power steering coupled hose
assemblies, new and remanufactured clutches, slave cylinders, bell housings,
transmission oil cooler, timing gears and chains, universal joints, drive
shafts, engine mounts, airhorns, air suspension system components, heavy duty
windshield wiper systems, shifters and linkage, shock absorbers, ball pins,
track rod ends, king pins, tie-rods, rubber bushings and mounts, louvers, lug
nuts, wheel and chrome accessories, HVAC controls, window lift systems, mirrors,
lights, trailer hitches, electrical connectors, body paints and finishes and
cleaners for the high performance market. Non-vehicular products include marine
and power equipment parts.
Sales by product class for the last three fiscal years ended August 31 were as
follows:
(In millions of dollars)
Product Class 1997 1996 1995
- ------------- ---- ---- ----
Brake System Parts $1,357.6 $1,253.3 $1,181.2
Engine System Parts 1,176.9 969.5 848.6
Other Vehicle Parts 868.8 736.2 576.1
Non-Vehicular Products 165.3 169.7 112.0
-------- -------- --------
Total $3,568.6 $3,128.7 $2,717.9
======== ======== ========
The company's products are sold primarily as replacement products for use by
professional technicians and by car and truck owners. Sales are made to
automotive warehouse distributors, heavy-duty distributors, retailers, other
parts manufacturers and parts remanufacturers. The company also sells its
products to original equipment manufacturers in both the automotive and heavy-
duty markets.
2
Raw Materials
- -------------
Echlin's principal requirements for raw materials consist of copper, brass,
steel, plastic, paperboard, rubber, resin, iron, zinc and aluminum. Echlin is
not dependent on any one source for the raw materials essential to its business,
and during the last year encountered no difficulties in obtaining raw materials.
Patents and Licenses
- --------------------
Echlin holds a number of patents on its air brake system parts, hydraulic
brake system parts, engine system parts, and fluid system parts. The loss or
expiration of any of these patents would not, however, have a significant effect
on Echlin's operations.
Seasonal Effects
- ----------------
Echlin's business does not have material seasonal characteristics.
Working Capital Items
- ---------------------
Inventories are kept at a sufficient level to service customer orders but are
not disproportionate to Echlin's sales. Echlin grants customers the right to
return goods where the conditions of Echlin's obsolescence and return policies
are met. This practice has not had materially adverse effects on its business.
Customers
- ---------
Echlin does not have any one customer which represents 10 percent or more of
consolidated net sales.
Backlog
- -------
Most of Echlin's sales are from its inventory, so that the amount of backlog
is not material to an understanding of its business.
Government Contracts
- --------------------
Government contracts are not material to Echlin's business.
Competitive Conditions
- ----------------------
As Echlin sells different product lines in various global markets, there is
no one company which serves as its major competitor. There are a number of
large independent manufacturers of parts and supplies and the leading original
equipment manufacturers also supply virtually every part sold by Echlin. In
addition, the company faces competition in domestic markets from foreign
manufacturers.
Competition in all markets served by Echlin is based on product quality,
delivery, warranty, customer service and price. Echlin believes that its
products command good acceptance, and that it is one of the leading
manufacturers in the industry.
3
Environmental Regulations
- -------------------------
The company is involved with a number of waste disposal sites as to which it
has been named a potentially responsible party (PRP) under the Federal Superfund
law. The extent of the company's financial contribution to the cleanup of these
sites is expected to be limited based on the volume of waste attributable to the
company and the number and financial strength of other named PRPs. The company
is also involved in remedial and voluntary environmental cleanup projects at
several other sites which are not the subject of any Superfund law proceeding.
Although it is impossible at this time to quantify the potential financial
impact of compliance with environmental protection laws, management does not
believe that compliance with Federal, state or local provisions will have a
material effect on capital expenditures, earnings or its competitive position.
The company continues to modify, on a regular basis, certain of its processes to
reduce the impact on the environment. These efforts include removal of many of
its underground storage tanks and reduction or elimination of certain materials
and wastes from use in operations.
Employees
- ---------
Echlin employs approximately 31,300 people worldwide. The company believes
that relations with its employees are satisfactory.
Research and Development
- ------------------------
Echlin's basic parts and supplies business does not require it to make
substantial expenditures on research and development activities. However,
Echlin has developed several new products and continues to make expenditures for
the modification and improvement of existing products and services. In
addition, as a result of recent acquisitions, the company is developing new
products for use by original equipment manufacturers in the United States,
Europe and South America. For the years ended August 31, 1997, 1996 and 1995,
Echlin spent $51,844,000, $44,711,000 and $34,652,000, respectively, on
research and developmental efforts, substantially all of which were sponsored by
Echlin.
Financial Information About Foreign and Domestic Operations and Export Sales
- ----------------------------------------------------------------------------
For information relating to Echlin's foreign and domestic operations for
fiscal 1997, 1996 and 1995, see Note 11 to the consolidated financial statements
appearing on page 48 of Echlin's 1997 Annual Report to Shareholders, which pages
are incorporated herein by reference. Export sales represent less than 10% of
the company's consolidated net sales.
ITEM 2. PROPERTIES
- -------------------
The following table sets forth a summary description of Echlin's principal
physical properties as of November 1, 1997:
Lease
Approximate Expiration
Location Principal Business Activity Square Feet Dates
- -------- --------------------------- ----------- ----------
Prattville, AL Heavy-duty brake parts 108,000
Pine Bluff, AR Trailer hitches 138,000* 1998
Modesto, CA Parts distribution center 150,000* 1999
Branford, CT Ignition and electrical parts 426,000
Newark, DE Parts distribution center 146,000* 2000
Pensacola, FL Carburetor and emission
control parts 128,000
4
ITEM 2. (continued)
- ---------------------------
Lease
Approximate Expiration
Location Principal Business Activity Square Feet Dates
- ---------------- ----------------------------- ----------- ----------
Chicago, IL Fuel pumps 217,000
Franklin Park, IL Parts distribution center 142,000* 2001
Litchfield, IL Brake and small engine parts 525,000
McHenry, IL Brake parts 612,000
Naperville, IL Parts distribution center 100,000* 1998
Ottawa, IL Clutches 125,000
Andrews, IN Coupled hose assemblies 153,000
Angola, IN Fuel system parts 162,000
Columbia City, IN Coupled hose assemblies 241,000
Elkhart, IN Electronic components 249,000
Kendallville, IN Fuel system parts 115,000
Michigan City, IN Heavy-duty windshield wiper
systems 106,000* 1998
Mishawaka, IN Wire and cable products 160,000
Independence, KS Ignition and electrical parts 389,000
Iola, KS Air brake parts 173,000
Cuba, MO Brake parts 128,000
Kansas City, MO Heavy-duty parts distribution
center 350,000* 1998,2002
Archbold, OH Fuel system parts 135,000
Cleveland, OH High performance products 404,000
Upper Sandusky, OH Brake parts 133,000
Nashville, TN Parts distribution center 437,000* 1998,2000
Paris, TN Brake parts and clutches 120,000
Fredericksburg, VA Remanufactured brake parts 118,000* 1998
Buenos Aires, Argentina Brake friction products 102,000
Sao Paulo, Brazil Ignition and electrical parts;
water pumps; fuel system parts 776,000* 2000
Anjou, Canada Brake parts 206,000* 1998,2005
Cambridge, Canada Motor vehicle heat exchange units
and air-conditioning evaporators 100,000
Mississauga, Canada Parts distribution center 209,000* 2002,2003
5
ITEM 2. (continued)
- -------------------
Lease
Approximate Expiration
Location Principal Business Activity Square Feet Dates
- -------- --------------------------- ----------- ----------
Oakville, Canada Motor vehicle heat exchange units
and air-conditioning evaporators 133,000
Sudbury, Canada Brake castings 147,000
Birmingham, England Carburetor and other fuel
system parts 216,000
Nuneaton, England Parts distribution center 192,000
Redditch, England Clutches; air brake parts 336,000
Strood, England Oil pumps; power steering
components 354,000
Guiscard, France Coupled hose assemblies 134,000
Vitry, France Coupled hose assemblies 161,000* 2006
Ebern, Germany Brake parts; clutches 887,000
Heidelberg, Germany Brake parts 140,000
Los Reyes, Mexico Brake parts 169,000
Mexico City, Mexico Brake and electrical parts 237,000* 1997,1998
Puebla, Mexico Brake and clutch components 394,000
Ponce, Puerto Rico Brake and engine system parts 151,000* 1999
Johannesburg,
South Africa Electrical and brake parts 146,000
Llodio, Spain Shock absorbers 138,000
Caracas, Venezuela Electrical components 118,000* 1997
Colwyn Bay, Wales Water pumps; steering and
suspension system components 225,000
*Leased facility
In addition to the properties listed above, Echlin owns or leases other
smaller facilities both in the United States and abroad. Echlin believes it
will be able to renew all leases upon expiration. Inability to do so, however,
would not have a materially adverse effect on Echlin's operations.
In the opinion of Echlin's management, its properties are in good condition
and provide adequate capacity for its current operations.
6
ITEM 3. LEGAL PROCEEDINGS
- ---------------------------
The company and its consolidated subsidiaries are parties to various legal
proceedings arising in the normal course of business including administrative
and judicial proceedings in connection with environmental matters that involve
claims for damages and/or potential monetary sanctions. In management's
opinion, based on the advice of counsel, the outcome of such proceedings will
not, in the aggregate, have a materially adverse effect on the financial
condition of the company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
Officers are elected to hold their offices until their respective successors
are duly elected or until their earlier resignation or removal. There is no
family relationship between the executive officers.
Listed below is the name, age, position and business experience of each
officer of the company during the past five years:
Larry W. McCurdy (age 62) President and Chief Executive Officer since 1997;
- ----------------
Executive Vice President - Operations, Cooper Industries, Inc. from 1994-1997;
President and Chief Executive Officer, Moog Automotive, Inc. from 1985-1994.
Jon P. Leckerling (age 49) Executive Vice President-Administration, General
- -----------------
Counsel and Corporate Secretary since 1997; Vice President, General Counsel and
Corporate Secretary from 1990-1997.
Joseph A. Onorato (age 48) Vice President and Chief Financial Officer since
- -----------------
1997; Vice President and Treasurer from 1994-1997; Treasurer from 1990 to 1994.
Kenneth T. Flynn Jr. (age 48) Vice President and Corporate Controller since
- --------------------
1997; Assistant Corporate Controller from 1985-1997.
Milton J. Makoski (age 51) Vice President-Human Resources since 1986.
- -----------------
Paul R. Ryder (age 47) Vice President-Investor Relations since 1997; Director
- -------------
Investor Relations from 1984-1997.
Edward C. Shalagan (age 45) Treasurer since 1997; Assistant Treasurer from 1988-
- ------------------
1997.
Robert F. Tobey (age 52) Vice President-Corporate Development since 1994;
- ---------------
various managerial positions within Echlin's International Group from 1991 to
1994.
Edward D. Toole Jr. (age 67) Vice President, Associate General Counsel and
- -------------------
Assistant Secretary since 1997; Associate General Counsel and Assistant
Secretary from 1990-1997.
Thomas P. Marchese (age 54) Assistant Vice President-Corporate Development
- ------------------
since 1994; Director Business Development U.S. from 1991-1994.
Charles W. O'Connor (age 67) Assistant General Counsel and Assistant Secretary
- -------------------
since 1990.
Stephen D. Vivier (age 45) Assistant Treasurer-Tax since 1997; Director Taxes
- -----------------
from 1990-1997.
7
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- --------------------------------------------------------------
SECURITY HOLDER MATTERS
- -----------------------
Echlin's common stock is listed on the New York Stock Exchange, the Pacific
Stock Exchange and the International Stock Exchange in London. Options on
Echlin's stock are also traded on the Pacific Stock Exchange. The number of
record holders of common stock on November 5, 1997 was 3,295. The quarterly
market price and dividend data appearing on page 52 of Echlin's 1997 Annual
Report to Shareholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
- ---------------------------------
The presentation under "Historical Data" on pages 50 and 51 of Echlin's 1997
Annual Report to Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- -------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
"Review of Operations and Financial Condition" on pages 9 through 11 of
Echlin's 1997 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- -----------------------------------------------------
The Consolidated Statements of Income, Consolidated Balance Sheets,
Consolidated Statements of Cash Flows, Consolidated Statements of Changes in
Shareholders' Equity, Notes to Consolidated Financial Statements, Quarterly
Financial Data and the Report of Independent Accountants as set forth on pages
33 through 49 of Echlin's 1997 Annual Report to Shareholders are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There have been no changes in independent accountants or disagreements on
accounting and financial disclosure.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------------------------------------------------------------
Information relating to Directors is set forth under the caption "Election of
Directors" on pages 2 through 8 in Echlin's 1997 Annual Proxy Statement and is
incorporated herein by reference. Certain information regarding Executive
Officers of the Registrant is contained in Item 4 of Part I of this Annual
Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
- ---------------------------------
Information relating to Executive Compensation is set forth under the
captions "Compensation of Directors" and "Executive Compensation" on pages 5
through 6 and 9 through 19, respectively, in Echlin's 1997 Annual Proxy
Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------------------------------------------------------------------------
Information relating to Security Ownership of Certain Beneficial Owners and
Management is set forth under the caption "Beneficial Ownership" on pages 6
through 8 in Echlin's 1997 Annual Proxy Statement and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
Information relating to Certain Relationships and Related Transactions is set
forth under the caption "Election of Directors" in Echlin's 1997 Annual Proxy
Statement on pages 2 through 8 and page 13 are incorporated herein by reference.
8
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
14. (a) Document List
-------------
1. Financial Statements
--------------------
Among the responses to this Item 14 (a) are the following financial
statements which are incorporated herein by reference in Item 8 above:
(i) Consolidated Statements of Income for the three years
ended August 31, 1997, 1996 and 1995
(ii) Consolidated Balance Sheets at August 31, 1997 and 1996
(iii) Consolidated Statements of Cash Flows for the three years ended
August 31, 1997, 1996 and 1995
(iv) Consolidated Statements of Changes in Shareholders' Equity
for the three years ended August 31, 1997, 1996 and 1995
(v) Notes to Consolidated Financial Statements
(vi) Report of Independent Accountants
2. Financial Statement Schedule
----------------------------
(A) Schedule Description Page
-------- ----------- ----
Report of Independent Accountants on
Financial Statement Schedule 12
Consent of Independent Accountants 12
II Valuation and qualifying accounts 13
All other schedules are omitted because they are not required, are
inapplicable, or the information is otherwise shown in the financial statements
or notes thereto.
3. Exhibits Required by Item 601 of Securities and Exchange Commission
-------------------------------------------------------------------
Regulation S-K.
--------------
(3) (i) (a) Certificate of Incorporation, filed as Exhibit 3 (3)(ii)
to the Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, is incorporated herein by reference;
(b)Certificate of Amendment amending the Certificate of
Incorporation to Establish Series A Cumulative Participating
Preferred Stock, filed as Exhibit 3 (3)(iii) to the Annual
Report on Form 10-K for the fiscal year ended August 31, 1989,
is incorporated herein by reference; (c) Certificate of
Amendment, amending the Certificate of Incorporation, to limit
the liability of directors for monetary damages under certain
circumstances, filed as Item 2 to the 1989 Annual Proxy
Statement, is incorporated herein by reference.
(ii) By-Laws, as amended on December 22, 1987, June 21, 1988,
October 30, 1991, June 29, 1994, December 18, 1996 and April
3, 1997, filed as an Exhibit 6(3)(ii) to Form 10-Q for the
fiscal quarter ended February 28, 1997, is herein incorporated
by reference.
(4) (i) Specimen of Common Stock Certificate, filed as Exhibit 2(1) to
Registration No. 2-63494, is incorporated herein by reference.
(ii) Rights Agreement, dated as of June 21, 1989, between Echlin
Inc. and The Connecticut Bank and Trust Company, N.A., as
Rights Agent, which includes the form of Amendment to the
company's Certificate of Incorporation as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C, filed as Exhibit 1 to
the Current Report on Form 8-K dated June 21, 1989 is
incorporated herein by reference.
9
ITEM 14. (continued)
- --------------------
(iii) Successor Rights Agent Agreement between Echlin Inc. and The
First National Bank of Boston appointing The First National
Bank of Boston as successor Rights Agent to replace The
Connecticut Bank and Trust Company, N.A., as Rights Agent,
filed as Exhibit 3(3)(iv) to the Annual Report on Form 10-K
for the fiscal year ended August 31, 1990, is incorporated
herein by reference.
(10) (i) Amended and Restated Unfunded, Non-Qualified Deferred
Compensation Agreement dated as of April 8, 1996, filed as
Exhibits 3 (10)(i) to the Annual Report on Form 10-K for the
fiscal year ended August 31, 1996; (ii) Amended and Restated
Supplemental Executive Retirement Plan dated as of October 25,
1996, filed as Exhibit 3(10)(ii) to the Annual Report on Form
10-K for the fiscal year ended August 31, 1996, (iii)
Supplemental Senior Executive Retirement Plan dated as of
October 25, 1996, filed as Exhibit 3 (10)(iii) to the Annual
Report on Form 10-K for the year ended August 31, 1996; (iv)
Echlin Inc. Non-Executive Director Stock Option Plan filed as
Appendix A the 1996 Annual Proxy Statement, is incorporated
herein by reference; (v) the Echlin Inc. Performance Unit
Plan, filed as Appendix A to the 1994 Annual Proxy Statement,
together with the First Amendment to the Echlin Inc.
Performance Unit Plan, filed as Appendix A to the 1995 Annual
Proxy Statement, are incorporated herein by reference; (vi)
information set forth under the caption "Executive Bonus Plan"
in the 1992 Annual Proxy Statement is incorporated herein by
reference; (vii) the Echlin Inc. 1992 Stock Option Plan, filed
as Appendix A to the 1992 Annual Proxy Statement, is
incorporated herein by reference; (viii) Change In Control
Severance Policy dated as of December 19, 1990, as amended,
filed as Exhibit 3(10)(ii) to the Annual Report on Form 10-K
for the fiscal year ended August 31, 1991, is incorporated
herein by reference.
(13) The financial section of Echlin's 1997 Annual Report to
Shareholders, which contains the information incorporated by
reference in this Annual Report on Form 10-K, is being filed
as an Exhibit.
(22) List of Subsidiaries of Echlin Inc. is being filed as an
Exhibit.
(27) Financial Data Schedule is being filed as an Exhibit.
All other exhibits are omitted because they are not applicable.
14 (b) Reports on Form 8-K
- ---------------------------
No Current Report on Form 8-K was required to be filed for the three months
ended August 31, 1997.
10
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Echlin Inc.
By: /s/ Larry W. McCurdy
-----------------------
Larry W. McCurdy
President
and Chief Executive Officer
Date: November 18, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on November 18, 1997.
/s/ Larry W. McCurdy
- --------------------------
Larry W. McCurdy, President
and Chief Executive Officer
/s/ Joseph A. Onorato
- --------------------------
Joseph A. Onorato, Vice President
and Chief Financial Officer
/s/ Trevor O. Jones
- --------------------------
Trevor O. Jones, Chairman
of the Board
/s/ John F. Creamer Jr.
- --------------------------
John F. Creamer Jr., Vice
Chairman of the Board
/s/ Richard E. Dauch
- --------------------------
Richard E. Dauch, Director
/s/ Milton P. DeVane
- --------------------------
Milton P. DeVane, Director
/s/ John E. Echlin Jr.
- --------------------------
John E. Echlin Jr., Director
/s/ John F. Gustafson
- --------------------------
John F. Gustafson, Director
/s/ Donald C. Jensen
- --------------------------
Donald C. Jensen, Director
/s/ Phillip S. Myers
- --------------------------
Phillip S. Myers, Director
/s/ William P. Nusbaum
- --------------------------
William P. Nusbaum, Director
/s/ Jerome G. Rivard
- --------------------------
Jerome G. Rivard, Director
11
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
ON FINANCIAL STATEMENT SCHEDULE
-------------------------------
To the Shareholders and Board of Directors of Echlin Inc.
Our audits of the consolidated financial statements referred to in our report
dated October 3, 1997 appearing on page 33 of the 1997 Annual Report to
Shareholders of Echlin Inc. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ Price Waterhouse LLP
- -----------------------------
Price Waterhouse LLP
Stamford, Connecticut
October 3, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-66422, No. 33-15813, No. 2-92426, and No. 33-
15814) of Echlin Inc. of our report dated October 3, 1997 appearing on page 33
of the 1997 Annual Report to Shareholders which is incorporated in this Annual
Report on Form 10-K. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears above.
/s/ Price Waterhouse LLP
- -----------------------------
Price Waterhouse LLP
Stamford, Connecticut
November 18, 1997
12
ECHLIN INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED AUGUST 31, 1997, 1996 AND 1995
Additions
-----------------------------------
Balances assumed
in business
Balance at acquisitions net Write-offs,
beginning Charged to costs of sale of net of Balance at end
Description of period and expenses businesses recoveries (c) of period
- ----------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts:
- --------------------------------
Year ended August 31, 1997 $5,621,000 $4,605,000 $76,000 $(5,797,000) $4,505,000
Year ended August 31, 1996 $8,489,000 (a) $6,340,000 $419,000 $(9,627,000) $5,621,000
Year ended August 31, 1995 $5,986,000 (b) $2,950,000 $2,745,000 $(3,593,000) $8,088,000
(a) Restated to include valuation accounts for Moto Mirror Inc., Plains
Plastics Inc. and American Electronic Components, Inc. due to the pooling
of interests transactions.
(b) Restated to include the valuation accounts for Theodore Bargman Company due
to the pooling of interests transaction.
(c) Includes translation adjustments on allowance for doubtful account balances
of non-U.S. divisions.
13