/2H;  d 1$&%*7'ALLEGHENY TELEDYNE INCORPORATED AND SUBSIDIARIES"'CONSOLIDATED BALANCE SHEETS7'(In millions except share and per share amounts)^September 30,^December 31, ^1999 ^1998^(Unaudited) 'ASSETS 'Cash and cash equivalents"$ 49.2"$ 74.8 'Accounts receivable  "500.8  "534.7 'Inventories  "647.6  "659.9 'Deferred income taxes  "60.8  "59.3 'Tax refund  "3.5  "5.90 'Prepaid expenses and other current assets  "28.1  "29.9'Total Current Assets"1,290.0"1,364.5$'Property, plant and equipment "994.3"1,003.6'Prepaid pension cost "501.9 "418.6,'Cost in excess of net assets acquired "242.8 "256.0'Other assets "112.0 "132.8'Total Assets"$ 3,141.0"$ 3,175.5+'LIABILITIES AND STOCKHOLDERS' EQUITY'Accounts payable"$ 238.9"$ 227.0'Accrued liabilities "324.6 "327.1('Current portion of long-term debt "73.9 "68.2 'Total Current Liabilities "637.4 "622.3'Long-term debt "256.7 "446.8&'Accrued postretirement benefits "578.0 "582.6 'Other  "251.2  "183.9"'Total Liabilities""1,723.3""1,835.6%'Stockholders' Equity:4&'Preferred stock, par value $0.10: authorized-%''50,000,000 shares; issued-None '"-- '"--<('Common stock, par value $0.10: authorized-600,000,000B)'shares; issued-197,937,664 shares at September 30, 1999 andI*'December 31, 1998; outstanding-189,059,875 shares at September 30,7+'1999 and 194,873,151 shares at December 31, 1998 +"19.8 +"19.8!,'Additional paid-in capital ,"470.8 ,"467.3-'Retained earnings-"1,107.7 -"923.9=.'Treasury stock: 8,877,789 shares at September 30, 19990/'and 3,064,513 shares at December 31, 1998/"(183.9) /"(67.6)*0'Foreign currency translation losses 0"(4.4) 0"(5.9)%1'Unrealized gains on securities 1"7.7 1"2.4!3'Total Stockholders' Equity3"1,417.73"1,339.915'Total Liabilities and Stockholders' Equity5"$ 3,141.05"$ 3,175.5G8'The accompanying notes are an integral part of these statements.7:'ALLEGHENY TELEDYNE INCORPORATED AND SUBSIDIARIES(;'CONSOLIDATED STATEMENTS OF INCOME-<'(In millions except per share amounts)='(Unaudited)=^Three Months=^Three Months =^Nine Months=^Nine Months  >^ Ended >^Ended >^ Ended >^Ended?^September 30,?^September 30,?^September 30,?^September 30, @^1999 @^1998 @^1999 @^1998 C'Sales C"$855.9 C"$927.1C"$2,708.4C"$2,948.4E'Costs and expenses:F'Cost of sales F"675.0 F"707.8F"2,093.8F"2,248.8*G'Selling and administrative expenses G"118.1 G"119.4 G"349.1 G"363.4!H'Transformation, merger andI'restructuring costs I"3.1 I"-- I"7.4 I"67.8J'Interest expense, net J"2.5 J"4.0 J"19.8 J"12.7 L"798.7 L"831.2L"2,470.1L"2,692.7#N'Earnings before other income N"57.2 N"95.9 N"238.3 N"255.7O'Other income O"2.0 O"11.2 O"5.1 O"15.9%R'Income before income taxes andS'extraordinary gains S"59.2 S"107.1 S"243.4 S"271.6!U'Provision for income taxes U"21.2 U"41.6 U"87.5 U"103.7(X'Income before extraordinary gains X"38.0 X"65.5 X"155.9 X"167.9&Z'Extraordinary gains on sales of$['operations, net of income tax ["129.6 ["-- ["129.6 ["--^'Net income ^"$167.6 ^"$ 65.5^"$ 285.5^"$ 167.9)a'Basic net income per common share:(b'Income before extraordinary gains b"$ 0.20 b"$ 0.33b"$ 0.81b"$ 0.85c'Extraordinary gains c"0.68 c"-- c"0.67 c"--(e'Basic net income per common share e"$ 0.88 e"$ 0.33e"$ 1.48e"$ 0.85+h'Diluted net income per common share:(i'Income before extraordinary gains i"$ 0.20 i"$ 0.33i"$ 0.81i"$ 0.85j'Extraordinary gains j"0.68 j"-- j"0.67 j"--*l'Diluted net income per common share l"$ 0.88 l"$ 0.33l"$ 1.48l"$ 0.85*p'Dividends declared per common share p"$ 0.16 p"$0.16p"$ 0.48p"$ 0.48Gs'The accompanying notes are an integral part of these statements.7u'ALLEGHENY TELEDYNE INCORPORATED AND SUBSIDIARIES,v'CONSOLIDATED STATEMENTS OF CASH FLOWSw'(In millions)(Unaudited)y^Nine Months Endedy^Nine Months Endedz^September 30,z^September 30, {^1999 {^1998}'Operating Activities:~'Net income~"$ 285.5~"$ 167.96'Adjustments to reconcile net income to net cash('provided by operating activities:3'Gains on sales of businesses and investments"(209.3) "(0.2)$'Depreciation and amortization "92.6 "81.2'Deferred income taxes "7.4 "1.7#'Non-cash restructuring costs "-- "50.82'Change in operating assets and liabilities:'Prepaid pension cost "(83.3) "(66.1)'Accrued income taxes "40.4 "(28.6)'Accounts payable "22.7 "(70.3)'Accrued liabilities "(16.3) "22.1'Accounts receivable "(1.9) "55.0'Inventories "(6.9) "39.7 'Other "8.6 "(15.1),'Cash provided by operating activities "139.5 "238.1'Investing Activities:;'Proceeds from the sale of businesses and investments "346.8 "27.21'Purchases of property, plant and equipment "(78.6)"(118.3)1'Disposals of property, plant and equipment "10.0 "12.59'Purchases of businesses and investment in ventures "(9.4)"(129.3)%'Short-term investments - sales "-- "34.4 'Other "(1.5) "(6.9)3'Cash provided (used) by investing activities "267.3"(180.4)'Financing Activities::'Net borrowings (repayments) under credit agreements"(196.8) "43.24'Payments on long-term debt and capital leases "(1.5) "(4.3)&'Net increase (decrease) in debt"(198.3) "38.9"'Purchases of treasury stock"(148.3) "--'Cash dividends "(92.2) "(91.0)!'Exercises of stock options "6.4 "9.1('Cash used by financing activities"(432.4) "(43.0)7'Increase (decrease) in cash and cash equivalents "(25.6) "14.79'Cash and cash equivalents at beginning of the year "74.8 "53.71'Cash and cash equivalents at end of period"$ 49.2"$ 68.4'Non-cash transactions:,'Assets acquired under promissory note "$ 6.6"$ --D'Cash provided by operating activities in the 1999 nine monthsC' is net of payments of taxes on gains on sales of businesses8' of $79.9 million. Excluding these tax payments, @'cash provided by operating activities was $219.4 million.G'The accompanying notes are an integral part of these statements.'