BWO.L Regulatory News (BWO)

Barloworld Limited

Audited preliminary results for the year ended 30 September 2018

About Barloworld

Barloworld is a distributor of leading international brands providing integrated rental, fleet management, product support and logistics solutions. The core divisions of the group comprise Equipment (earthmoving equipment and power systems), Automotive (car rental, motor retail, fleet services, used vehicles and disposal solutions) and Logistics (logistics management and supply chain optimisation). We offer flexible, value adding, innovative business solutions to our customers backed by leading global brands. The brands we represent on behalf of our principals include Caterpillar, Avis, Budget, Mercedes-Benz, Toyota, Volkswagen, Audi, BMW, Ford, Mazda, and others.

Barloworld has a proven track record of long-term relationships with global principals and customers. We have an ability to develop and grow businesses in multiple geographies including challenging territories with high growth prospects. One of our core competencies is an ability to leverage systems and best practices across our chosen business segments. As an organisation we are committed to sustainable development and playing a leading role in empowerment and transformation. The company was founded in 1902 and currently has operations in over 16 countries around the world with 79% of just over 17 400 employees in South Africa.

Corporate information

Barloworld Limited

(Incorporated in the Republic of South Africa)

(Registration number 1918/000095/06)

(Income tax registration number 9000/051/71/5)

(JSE share code: BAW)

(JSE ISIN: ZAE000026639)

(Share code: BAWP)

(JSE ISIN: ZAE000026647)

(Namibian Stock Exchange share code: BWL)

(Barloworld or the company or the group)

Registered office and business address

Barloworld Limited, 180 Katherine Street

PO Box 782248, Sandton, 2146, South Africa

Tel +27 11 445 1000Email: invest@barloworld.com

Directors

Non-executive: DB Ntsebeza (Chairman), NP Dongwana,

FNO Edozien^, HH Hickey, NP Mnxasana, MD Lynch-Bell*,

SS Mkhabela, SS Ntsaluba, P Schmid, I Shongwe

Executive: DM Sewela (Chief executive), DG Wilson, O Ighodaro^

^Nigeria *UK

Group company secretary

Andiswa Ndoni

Enquiries

Barloworld Limited: Lethiwe Hlatshwayo

Tel +27 11 445 1000

Email: invest@barloworld.com

Brunswick: Iris Sibanda: Tel +27 11 502 7421

Email: isibanda@brunswick.co.za

Sponsor

Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Salient features

· Proposed B-BBEE transaction - approved by the board

· Disposal of Equipment Iberia generates R2.5 billion in cash

· Logistics turnaround on track

· Record Equipment Russia performance

· Return on equity at 11.4% (2017: 10.5%; 2016: 9.3%)

· Return on invested capital at 12.3% (2017: 11.2%; 2016: 9.4%)

· Free cash of R3.6 billion generated (2017: R3.4 billion; 2016: R4.3 billion)

· Headline earnings per share from continuing operations up by 18% to 1 151 cents (2017: 16.0%; 2016: (5.0%))

· Total dividend per share of 462 cents up 18% (2017: 390 cents; 2016: 345 cents)

Dominic Sewela, CE of Barloworld, said:

 "The group produced a strong result in the reporting period, despite a difficult trading and economic environment. The solid performance was particularly due to robust earnings growth in Equipment Russia, the turnaround of the Logistics business and the strong associate income from the Bartrac JV in the Katanga region of the DRC. Equipment southern Africa and Automotive performances were satisfactory in a challenging economic cycle.

The group will continue to focus on driving our businesses to their full potential through the optimal allocation of capital and the execution of our medium-term strategy; this sets a strong foundation for the pursuit of value-enhancing acquisitive growth opportunities that fit our capabilities and the optimisation of the group's capital structure."

19 November 2018

Chairman and chief executive's report

OVERVIEW

Momentum in the global economy has remained strong led by the United States (US) and other advanced economies. Emerging market economies have come under pressure due to rising US interest rates, the stronger US Dollar and the flow of capital out of these economies.

Growth in the Chinese economy has moderated and is likely to remain under pressure as a result of the escalating trade dispute with the US.

The outlook for the South African economy has weakened with negative consumer and business confidence impacting local demand and a technical recession in the last half of 2018. Benign recovery in the second half of 2018 is expected to result in full year gross domestic product (GDP) growth of approximately 0.7%.

Uncertainty regarding government policy on the expropriation of land (without compensation) has negatively impacted new investment in the country and represents a further risk to retaining South Africa's investment grade sovereign credit rating.

The group generated headline earnings per ordinary share from continuing operations of 1 151 cents per ordinary share which represented a 176 cents (18%) increase on last year. Total headline earnings per ordinary share including discontinued Equipment Iberia operations of 1 192 cents represented a 309 cents per ordinary share (35%) improvement on the 883 cents last year.

The group achieved a return on invested capital (ROIC) for the year of 12.3% (2017: 11.2%) and a return on equity of 11.4% (2017: 10.5%). The improvement of these key metrics remain a key focus area for the group.

OPERATIONAL REVIEW

Health and safety

As reported at the interim, despite ongoing focus on safety across the group, we tragically incurred two work-related fatalities during the year, one in Equipment Russia and another in Automotive. We extend our sincere condolences to the bereaved families to whom we have offered support. We continue to drive the awareness of health and safety in the workplace.

Equipment and Handling

Equipment southern Africa

Revenue for the year of R19 775 million represented a R1 488 million (8.1%) increase on 2017 driven primarily by higher equipment sales (up 21%) in South Africa, Mozambique and Zambia; and rental revenues (up 25%).

Operating profit of R1 790 million was in line with the previous year while operating margin reduced to 9.1% (2017: 9.8%) due to changes in sales mix and foreign exchange.

The effective taxation rate for the division increased from 24% to 34% mainly as a result of local currency weakness in Angola and Zambia.

Income from associates, which mainly relates to our Bartrac joint venture in the Katanga province of the DRC increased from R97 million to R251 million (159%) underpinned by increased mining activity in the region on the back of buoyant current copper and cobalt demand.

The division generated a ROIC of 12.7% slightly lower than the prior year.

The Angolan government has taken steps to reform its economy and restore economic stability. The scrapping of the local currency peg to the US Dollar in January 2018 resulted in a 76% devaluation of the Kwanza to September. Our investment in Angolan US Dollar linked bonds proved an effective hedge against this significant currency devaluation. At September 2018, our investment in US Dollar linked bonds totalled $64.3 million which was $2.0 million down on the prior year and now comprises bonds with longer dated maturities compared to the prior year. Importantly, the trapped in-country Kwanza cash balance decreased by $20 million to $9.9 million at September 2018 with the bulk remitted to repay the holding company in the United Kingdom (UK).

Equipment Russia

Revenue for the year of $606 million was a record high exceeding last year by $221 million (57%). Mining machine revenue increased by 126% while aftermarket revenues were up by 11%. Mining revenue included the delivery of the package deals to Polyus Gold, Norilsk Nickel and NordGold that were highlighted in the September 2017 firm order book.

Operating profit for the year of $61.7 million was $18 million (41%) ahead of the prior year. The operating margin of 10.2% was down on the 11.3% achieved last year due to the increase of large mining machines in the sales mix.

The imposition of increased import tariffs on US sourced machines in early August did not significantly impact the current year's performance.

The divisional ROIC for Russia of 20.4% (2017: 18.4%) was the highest return performance in the group.

Automotive and Logistics

Automotive

The division produced a satisfactory result in difficult trading conditions. Revenue for the year of R29 809 million was R1 784 million (5.6%) down on the previous year. The division produced an operating profit of R1 701 million which was R46 million (2.6%) lower than 2017 with the operating margin increasing from 5.5% to 5.7% in the current year.

ROIC for the year of 12.4% was down on last year's 13.1% due to the lower operating result.

Car Rental

Revenue for the year of R6 528 million was R82 million (1.3%) up on last year mainly as a result of increased rental days and rate per day but negatively impacted by lower used vehicle revenue.

For the year operating profit reduced by R26 million (4.6%) to R536 million due to lower used vehicle profitability.

Avis Fleet

Revenue of R3 326 million was 6.8% below last year as a result of lower leasing revenues.

Operating profit of R641 million showed a R20 million (3.2%) improvement on last year mainly driven by increased used vehicle contribution.

Motor Trading

Trading revenue of R19 955 million was R1 622 million (7.5%) below the prior year, impacted by the dealership closures and disposals during the course of last year. Revenue was further negatively impacted by the implementation of an agency model in Mercedes-Benz passenger vehicles during the course of the current financial year.

Operating profit for the year of R524 million was R40 million (7.1%) below last year with the premium brands showing reduced profitability.

Due to underperformance the Jaguar Land Rover N4 Witbank dealership was closed at the end of July 2018.

Logistics

Revenue for the year decreased by R247 million (4%) compared to prior year. This was mainly due to the subdued economy and a rationalised customer portfolio in Supply Chain Management. Transport revenue was 6% up on prior year.

Operating profit of R262 million was significantly ahead (160%) of the R101 million generated last year driven by the operational and cost benefits arising from the turnaround initiatives initiated in 2017. This result was achieved despite a restructuring charge of R12.5 million and sub-optimal performance in the KLL and SmartMatta operations.

The division generated a ROIC of 8.7% compared to 2.5% last year, within the set target range in the turnaround process.

CHANGES IN DIRECTORATE AND EXECUTIVE MANAGEMENT

At the annual general meeting scheduled for 14 February 2019, Ms Bongiwe Mkhabela and Mr Isaac Shongwe will retire as directors of the board and Mr Don Wilson will retire as a member of the board and finance director. In line with a structured board nomination process the appointment of new non-executive directors of Barloworld will be announced in due course.

To ensure a seamless transition, Ms Olufunke Ighodaro was appointed as an executive director of the board and CFO designate of the company effective 1 October 2018. She will succeed Mr Wilson as finance director of Barloworld at the annual general meeting in February 2019.

Ms Andiswa Ndoni was appointed company secretary effective 1 September 2018.

The board wishes to thank the departing executive and non-executive directors for their valuable service and contribution to the board and Barloworld.

FUNDING

Group net debt decreased by R2 477 million to R3 276 million mainly as a result of the proceeds of R2 469 million from the sale of Equipment Iberia. While total interest-bearing debt increased by R1 491 million to R11 169 million due to working capital absorption, cash and cash equivalents improved by R3 968 million to R7 893 million at year end.

HUMAN CAPITAL, DIVERSITY AND INCLUSION AND SUSTAINABLE DEVELOPMENT

A key initiative for the group to meet its strategic transformational objectives is the development and growth of the diverse talent pool to drive executional ability.

We also continue to drive transformation and diversity within our supply chain in order to support the broader objectives of the company. We have engaged our various principals to advance the localisation objectives; the equity equivalent investment programme in partnership with the Department of Trade and Industry announced by Caterpillar is ongoing.

During 2018 the group remained a constituent of the FTSE/JSE Responsible Investment Index, FTSE4Good Index Series and the Dow Jones Sustainability Emerging Markets Index.

CORPORATE LEVEL STRATEGY

Progress continues in all four areas of the group's strategy.

Fix - The disposal of Equipment Iberia was successfully concluded in July 2018 with the bulk of the proceeds received. The turnaround within the Logistics business is progressing in line with expectations.

Optimise - Equipment southern Africa continues with its operational transformation project, while Motor Retail has an ongoing review of its dealer network and cost structures. Options for the optimal deployment of capital in the Leasing business are well advanced and we are exploring various funding options to enhance return on capital of our rental assets.

Active shareholder model - The group has fully adopted managing for intrinsic value, which focuses on value creation through the structured assessment of opportunities, a strong focus on resource allocation (capital, talent and operating costs), and robust business performance management. The rollout of this programme is complete. To further enhance its foundational capabilities the group is developing and rolling out process optimisation which will be supported by process automation capabilities. The redevelopment of the Barlow Park precinct will commence mid-2019.

Grow - The group continues to review various options as part of its stringent capital deployment philosophies. Our balance sheet has capacity to fund growth or optimise capital structures should opportunities not materialise.

Broad-based black economic empowerment (B-BBEE)

As a responsible corporate citizen Barloworld is aligned with the national development imperatives of advancing inclusive economic transformation and growth. To that effect the Barloworld board approved a B-BBEE transaction proposal that was announced in the terms announcement released on SENS on 19 November 2018.

Transaction highlights:

• Transformation through the creation of a long term sustainable B-BBEE transaction

• Creation of a broad-based foundation (the Foundation) to be issued with 3% of Barloworld's issued ordinary shares

• Sale of a R2.8 billion property portfolio with value growth over time to a black controlled company (PropCo)

• Broad-based participation of 14 000 employees

• Offer to black public to buy PropCo shares

• Sale of property portfolio aligned to strategic focus to maximise and unlock value of all assets

• B-BBEE ownership equivalent to 13.4%

• Limited dilution to shareholders

• Protect and grow the market leading positions of the South African operations

• Reliable, credible partner to public and private sector clients

The proposed transaction is subject to shareholder approval at the annual general meeting scheduled for 14 February 2019.

OUTLOOK

Since June 2018, commodity prices which were negatively impacted by the US-China trade dispute have shown some recovery based on improved demand from China. Commodity market fundamentals remain positive going into the new financial year.

The Equipment SA firm order book as at the end of September 2018 of R2.4 billion includes approximately R580 million relating to the Mota Engil deal which will be delivered in the first quarter of the new financial year. While the bulk of the order book relates to mining and contract mining, 42% relates to construction orders. Government's plan to establish an infrastructure fund as part of the economic stimulus and recovery plan is further likely to stimulate local demand for construction equipment.

The new Mining Charter issued in late September 2018 has received a positive reaction from the market. While a number of positive changes have been made compared to the June 2018 consultation draft, there remain a number of key issues to be resolved. The finalisation of the Mining Charter remains a requirement for ensuring the long-term sustainable growth and transformation of the South African mining industry.

In the Democratic Republic of the Congo (DRC), the general election for a new president is scheduled to take place on 23 December 2018. This election has been delayed by just over two years and is vital for ensuring peace and stability in the DRC.

Mining activity in the DRC remains at elevated levels on the back of strong global demand for copper and cobalt. While the adoption of a new mining code in January 2018 could affect new mining investment in the DRC, it has not impacted existing production and we are projecting another strong performance from our joint venture in the Katanga province in the coming year.

Russian GDP growth is forecast to reduce from around 2% in 2018 to 1.0% in 2019 due to slowing consumer demand and reduced investment. The outlook for the Russian economy is, however, highly dependent on the oil price as well as the nature of new sanctions that are likely to be introduced later this year or in 2019.

The Equipment Russia firm order book at September 2018 has reduced to $44 million following the delivery of various package deals in the current financial year. The outlook for 2019 remains positive but mining machine sales are unlikely to meet the activity levels achieved in 2018. In addition, machines sourced from the United States are subject to higher tariffs that will result in margin pressure in the Russian market. The installed working machine population has increased significantly which bodes well for future aftermarket demand especially in the mining segment.

South African consumers remain under pressure in a slowing economy. Higher fuel prices due to the weakening Rand and rising global oil prices have eroded the consumer's disposable income. We therefore expect industry vehicle sales in 2019 to be flat or slightly down on the current year with Rand depreciation adding further pressure to the premium segment.

Motor Trading will continue to focus on dealership profitability and returns, and actively address any underperformance at that level. The premium brands are expected to remain under pressure in the coming year.

Car Rental industry volumes have decreased by approximately 1% for the financial year with corporate and local leisure segments under pressure. While we expect continued growth in inbound tourism, this segment remains extremely competitive.

In mid-October, the City of Johannesburg announced the non-renewal of the Avis Fleet contract for non-specialised vehicles. While securing contracts to increase the finance fleet is an immediate challenge facing the business, good momentum has recently been gained in securing additional sizeable corporate contracts.

In Logistics the benefits of the turnaround initiatives surpassed the targets set for 2018 and we expect the next phase of the project to play a significant part in delivering improved results in 2019. A decision has been taken to dispose of the loss making KLL and the SmartMatta business units and consequently the assets and liabilities of these businesses have been disclosed as held for sale at September 2018.

DB Ntsebeza

Chairman

DM Sewela

Chief Executive

Group financial review

In July 2018 the group announced the conclusion of the sale of its Equipment Iberia business. In compliance with IFRS 5, and as presented at the year ended 30 September 2017, the results of the Equipment Iberia operations and the profit on the sale of this operation have been reported separately as a discontinued operation. The following commentary reflects current year trends from the group's continuing operations unless specifically stated.

The financials have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 Interim Financial Reporting.

The accounting policies applied for the reporting period are consistent with those applied during the prior comparative period.

The financial information has been audited by the company's auditors Deloitte & Touche, and a copy of the audit opinion is available for inspection at the company's registered offices.

FINANCIAL PERFORMANCE FROM CONTINUED OPERATIONS FOR THE YEAR ENDED 30 SEPTEMBER 2018

Revenue for the year increased by 2.4% to R63.4 billion (2017: R62.0 billion) on the back of a record performance in Equipment Russia together with solid growth in Equipment southern Africa. Despite geopolitical challenges in the latter part of the year, Equipment Russia continued to benefit from strong mining activity in the region, specifically the delivery of large orders contracted at the end of 2017, with revenue up by 57% in US Dollar terms to $606 million (2017: $385 million). Equipment southern Africa revenues of R19.8 billion were 8.1% above prior year (2017: R18.3) driven by mining machine sales in South Africa and Mozambique. Automotive revenues at R29.8 billion (2017: R31.6 billion) were down by 5.6% against the prior year. Automotive trading revenues were impacted by the 2017 closure and disposal of three General Motors and two BMW dealerships, together with the changes in revenue recognition in line with the agency model for Mercedes-Benz new passenger vehicle sales during the year. Logistics' successful turnaround continued with transport revenues growing by 9.1%, however total Logistics revenue of R5.9 billion (2017: R6.2 billion) was 4% behind prior year following the loss of key contracts in the prior year.

While the Rand weakened towards the end of the second half of the financial year, a strengthening in the Rand during the first half of the year resulted in a net year to date reduction in revenue of R356 million (0.7%) with the bulk of the reduction impacting Equipment southern Africa and Russia.

Earnings before interest, taxation, depreciation and amortisation (EBITDA) of R7.0 billion improved by 4.2% while operating profit improved by 7.9% to R4.4 billion (2017: R4.1 billion). Group operating margin increased to 6.9% (2017: 6.6%). Margins in Equipment Russia and Equipment southern Africa were negatively impacted by stronger mining machine sales mix contributions which in time will contribute positively to aftermarket activity. Russia generated record operating profits of $61.7 million (2017: $43.4 million). Equipment southern Africa maintained operating profit at R1.8 billion (2017: R1.8 billion) which was assisted by the release of parts inventory provisions following certification of our rebuild facility. Automotive operating margin improved despite closures and disposals in the prior year while operating profit declined by 2.7%. A highlight of this year's operating profit growth was the turnaround of Logistics which contributed operating profit of R262 million against last year's R101 million, an increase of 160%.

Net operating profit after tax (NOPAT), a key element of our ROIC metric for determining economic profit (EP), increased by R126 million to R3.3 billion (2017: R3.2 billion).

The net negative fair value adjustments on financial instruments of R133 million (2017: R209 million) largely consist of the cost of forward points on foreign exchange contracts, translation gains and losses on foreign currency denominated monetary assets and liabilities in Equipment southern Africa. The weakening of the Rand, particularly towards the end of the financial year, resulted in exchange gains in respect of US Dollar held deposits.

Net finance costs of R1 035 billion are down by R186 million (15%) on prior year due to lower average borrowings and lower funding rates in South Africa.

Losses from non-operating and capital items of R248 million consist largely of impairments of goodwill, intangibles and other assets of R234 million in Logistics following the decision to dispose of the KLL and SmartMatta businesses and the impairment of an investment held by our Automotive investment (R24 million).

The taxation charge increased by R385 million and the effective tax rate (excluding prior year taxation and non-operating and capital items) increased to 28.5% (2017: 23.9%) largely as a result of local currency weakness against the US Dollar in certain offshore operations. In particular, the group's tax charge was negatively impacted by the weakening Angolan Kwanza, Zambian Kwatcha and Russian Ruble against the US Dollar.

The increase in income from associates and joint ventures in the year is mainly attributable to the profitability of the Equipment joint venture in the Katanga province of the DRC. Income of R235 million was well up on the R93 million achieved last year.

The discontinued Equipment Iberia operations generated a net gain on sale of R1.6 billion, representing the premium to net asset value of the sale of proceeds and a R1.5 billion gain in respect of the recycling of exchange reserves accumulated since the acquisition in 1992.

Overall, profit from continuing operations increased by R247 million (12.2%) to R2.3 billion and headline earnings per share (HEPS) from continuing operations increased by 18% to 1 151 cents (2017: 975 cents). Total HEPS including discontinued operations increased by 35% from 883 cents to 1 192 cents.

CASH FLOWS

Generating cash flow is a key returns measure for management and the group achieved net cash flows before financing activities of R2.6 billion, which was in line with the prior year. This was after dividend payments of R953 million for the year.

Cash generated from operations of R3.8 billion was down on the prior year (2017: R6.0 billion) but strong in light of market conditions weighing on our operations.

The group invested R2.1 billion into working capital in the current year compared to the R1.5 billion reduction last year. The increase was largely as a result of increased inventories and receivables in our Equipment businesses. Investments in our rental and leasing fleets were contained to R2.2 billion (2017: R2.9 billion) with car rental well down on the prior year.

Cash inflows from investing activities of R1.9 billion (2017: R329 million outflow) included the proceeds from the sale of Equipment Iberia of R2.5 billion (€163 million).

Our ongoing strategy to hedge our exposure in Angola by investing in Angolan US Dollar linked government bonds protected us against the Kwanza devaluation of more than 76% that has occurred since January 2018 following that currency's unpegging from the US Dollar. Due to improved US Dollar currency allocations in Angola in the latter part of the year we have marginally reduced our investment in Angolan US Dollar linked government bonds at September 2018 to US Dollar 64 million (2017: US Dollar 66 million) and we have reduced our Kwanza cash on hand byUS Dollar 20 million.

FINANCIAL POSITION

Total assets employed in the group increased by R2.9 billion (6.3%) driven by increased inventories and receivables in our Equipment businesses, together with an increase of R4 billion in cash on hand at year end. Assets held for sale of R497 million include the Logistics Middle East business, the KLL and SmartMatta Logistics assets and the Barlow Park office park.

Total debt increased by R1.5 billion to R11.2 billion (2017: R9.7 billion) while net debt of R3.3 billion was R2.5 billion down on prior year (2017: R5.8 billion) as a result of the increase in cash on hand.

The UK pension scheme deficit decreased from R2.2 billion (£123 million) to R1.8 billion (£95 million) mainly due to an increase in the AA corporate bond yield which reduced the estimated future pension liability. As part of the 2017 triennial recovery plan agreement with the trustees and the UK Pensions Regulator, the group has agreed a payment plan for the next eight years to address the actuarial deficit at the 2017 valuation date.

RETURNS

Return on equity from continuing operations increased to 11.4% from 10.5% last year. Return on invested capital increased to 12.3% from 11.2% driven by increased NOPAT and a reduction in our overall invested capital to R26.0 billion (2017: R26.6 billion). The primary driver of the reduction in invested capital was in the Logistics business where management have reduced the invested capital by R510 million.

DEBT

In October 2017 bonds totalling R425 million (BAW3 and BAW8) matured and were repaid using available banking facilities. In February 2018, BAW29, a five-year, R400 million bond was issued in anticipation of bonds maturing in the latter part of the calendar year. BAW11 and BAW17, totalling R1.2 billion, mature in October and December 2018 respectively with BAW11 repaid just after year end using existing facilities. The refinance of BAW17 will be addressed with a new R700 million three-year bond to be issued in December 2018. Overall the group debt maturity profile is well balanced in future years.

Closing South African short-term debt includes commercial paper totalling R700 million (2017: R643 million). Subject to funding rates, we expect to maintain our participation in this market.

At 30 September 2018 the group had unutilised borrowing facilities of R10.6 billion (2017: R10.7 billion) of which R8.1 billion (2017: R8.0 billion) was committed. The group's ratio of long-term to short-term debt declined to 54%:46% (2017: 79%: 21%). The increased short-term debt ratio is attributable to maturing bonds of R1.2 billion as (highlighted above). The group has sufficient long-term committed facilities to cover short-term debt.

In March 2018 Moody's raised Barloworld's Global Scale outlook from negative to stable following the change of outlook on the Baa3 sovereign rating of South Africa and on 2 May 2018 Moody's affirmed our long-term and short-term issuer Global Scale Rating of Baa3 and P-3 and long-term and short-term issuer National Scale Rating of Aa1.za and P-1.

Net debt to EBITDA of 0.5 times is well down on the prior year of 0.9 times and supports our capacity for future transactions. Net debt to equity has also reduced to 14.7% from 27.6% in the prior year with 176% of our year-end net debt in the leasing and Car Rental business segments and the Trading segment in a net cash position.

DIVIDENDS

Barloworld's dividend policy is to pay dividends within an annual HEPS cover range of 2.5 to 3.0 times. On the back of the results of the year, dividends totalling 462 cents per ordinary share have been declared, representing cover of 2.5 times.

2019 OUTLOOK

The execution of our strategy to fix, optimise and grow the business has yielded improved returns for our shareholders and we remain committed to delivering on this strategy. Notwithstanding Logistics' commendable results for 2018, pressure remains on the turnaround of that business with the aim of driving returns closer to the group hurdle rates.

The low gearing levels in the group mainly as a result of high cash on hand will be addressed going forward by both acquisitions and optimisation of the existing capital structure to improve group returns.

DG Wilson

Finance director

OPERATIONAL REVIEWS

Equipment and Handling

Equipment southern Africa's revenue increased by 8.1% to R19.8 billion compared to last year, primarily due to higher new equipment and rental revenues. Machine revenue was up 21%, driven by growth in mining sales and market share growth in the construction sector. Reduced demand in public works and investment in infrastructure continued to constrain the construction sector while the mining sector contracted slightly during the year. Rental revenue increased by 25% supported by rising contract mining activities and growth in emerging contractors. The Energy and Transportation segment posted weak results in a constrained diesel genset market.

Operating profit remained flat at R1.8 billion with reduced operating margin of 9.1% (2017: 9.7%), largely due to changes in the sales mix and the impact of foreign exchange. Aftermarket was down 2%, due to the ramp down of the De Beers Voorspoed mine in preparation for closure, a reduction in Maintenance and Repair Contract and Service revenues, which declined by 8.6% in South Africa, Mozambique and Botswana. Approximately 79% of operating profits were generated in South Africa (2017: 70%).

The effective tax rate increased to 34% in 2018 (2017: 24%) as a result of IAS 12.41 adjustments relating to currency devaluations in our Angola and Zambia operations. The impact was offset by the growth in income from associates. Bartrac, our joint venture in the Katanga province of the DRC, generated pleasing earnings of R251 million, a significant increase of 159%, compared to R97 million in 2017, reflecting higher commodity prices and production ramp-up of the Glencore Katanga operations. The cash outflow before financing activities and before dividends of R99 million was mainly as a result of working capital outflows. ROIC for the division ended at 12.7% slightly lower than the prior year performance.

In Russia revenue for the year of R7.8 billion showed a R2.7 billion (52%) increase over the prior year driven by improved new equipment demand in the mining and infrastructure segments, headlined by the Polyus mining truck deal. The aftermarket business has also demonstrated resilience and growth.

Operating profit of R804 million was R222 million up on last year (38%). Operating margin decreased from 11.3% to 10.3% primarily due to the increase of new equipment sales in the revenue mix. Russia produced record returns and generated positive cash flows in 2018.

The Handling loss of R20 million mainly relates to losses incurred following the decision to close the agriculture operations in Mozambique. BHBW our Agriculture and Handling associates in South Africa and Zambia generated associate losses of R6 million for the year.

Automotive and Logistics

The Automotive division delivered a satisfactory result in a difficult trading environment. Operating profit declined by 2.6% off a revenue reduction of 5.6%. Revenue was impacted by dealer network restructuring in BMW and General Motors during the 2017 financial year as well as the change of revenue recognition in line with the new agency model implemented by Mercedes-Benz (Passenger) in the Motor Trading business. On a comparable basis revenue increased by 0.3% compared to prior year. The division increased operating margin to 5.7% (2017: 5.5%) and achieved a ROIC of 12.4% (2017: 13.1%). The division also generated R690 million in free cash flow.

Car Rental produced a respectable result with operating profit declining by 4.6% to R536 million. The car rental industry rental days declined by 0.7%. The used vehicle market for one-year old vehicles came under pressure as margins declined due to lower new vehicle inflation, impacting the overall results negatively. The business managed to offset this impact through growth in rental days, increased rates per day and containing fleet costs and vehicle damage expenses below inflation. Fleet utilisation was maintained at 76%.

Avis Fleet delivered a solid result generating operating profit of R641 million, up 3.2%, and increased operating margin to 19.3% (2017: 17.4%). The result was supported by strong used-vehicle profit contribution from three to five-year old de-fleeted vehicles. Revenue declined by 6.8% due to lower leasing revenue in some of the key contracts. The business continues to focus on improving returns in other African territories.

Motor Trading delivered a reasonable result in a tough trading environment. Operating profit declined by 7.1% to R524 million against a revenue decline of 7.5%, impacted by the dealer network restructuring and revenue recognition in line with the new agency model implemented by Mercedes-Benz (Passenger). On a comparable basis, revenue increased by 1.2% on the prior year with the operating margin maintained at 2.6%. The new vehicle dealer market increased by 0.5% on the prior year but the premium brands declined by double digits for the fourth consecutive year, negatively impacting the results. On the upside, the results were positively impacted by a good performance from the volume brands as well as positive contribution from aftermarket revenues. The business has benefited from the cost alignment and restructuring decisions taken in the past two years and to further optimise the portfolio the business disposed of one non-core business and closed an underperforming dealership in the year. ROIC was above the group target of 13% with positive free cash flow generated.

Logistics produced significant improvements in business performance, driven by focused transformational turnaround plans despite the tough economic environment. While total revenue of R5.9 billion declined by 4.0% from 2017, operating profit of R262 million was 160% up on prior year. Lower trading in Supply Chain Management was partly offset by improved activity in Transport mainly due to improved trading in mining and FMCG. Overall, the significant improvement in profitability was driven by implementation of the turnaround strategy embarked on in 2017. The reduction in net operating assets was mainly driven by refinancing of Transport assets and working capital reduction in Supply Chain Management.

The KLL and SmartMatta business units have significantly underperformed and as a result have been impaired to fair value and disclosed as held for sale at September 2018. The disposal of the Middle East business is progressing well.

Corporate

Corporate primarily comprises the operations of the group headquarters and treasury in Johannesburg, the treasury in Maidenhead (United Kingdom) and Barloworld Insurance Limited (BIL), the captive insurance company. Southern Africa incurred higher operating losses compared to last year mainly due to increased corporate activities while the UK costs were favourably impacted by improved BIL profitability.

DIVIDEND DECLARATION

Dividend number 180

Notice is hereby given that total dividend number 180 of 317 cents (gross) per ordinary share in respect of the 12 months ended 30 September 2018 has been declared subject to the applicable dividends tax levied in terms of the Income Tax Act (Act No. 58 of 1962)(as amended) (the Income Tax Act).

In accordance with paragraphs 11.17(a)(i) to (ix) and 11.17(c) of the JSE Listings Requirements the following additional information is disclosed:

• The dividend has been declared out of income reserves;

• Local dividends tax rate is 20% (twenty per centum);

• Barloworld has 212 692 583 ordinary shares in issue;

• The gross local dividend amount is 317 cents per ordinary share;

• The net dividend amount is 253.6 cents per ordinary share.

In compliance with the requirements of Strate and the JSE Limited, the following dates are applicable:

Dividend declared Monday, 19 November 2018

Last day to trade cum dividend Tuesday, 08 January 2019

Ordinary shares trade ex-dividend Wednesday, 09 January 2019

Record date Friday, 11 January 2019

Payment date Monday, 14 January 2019

Share certificates may not be dematerialised or rematerialised between Wednesday, 09 January 2019 and Friday 11 January 2019, both days inclusive.

On behalf of the board

Andiswa Ndoni

Group company secretary

Directors

Non-executive: DB Ntsebeza (Chairman), NP Dongwana, FNO Edozien^, HH Hickey, NP Mnxasana, MD Lynch-Bell*, SS Mkhabela, SS Ntsaluba,

P Schmid, I Shongwe

Executive: DM Sewela (Chief executive), DG Wilson, O Ighodaro^

^Nigeria *UK

SUMMARISED CONSOLIDATED INCOME STATEMENT

for the year ended 30 September

SUMMARISED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

for the year ended 30 September

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 30 September

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

at 30 September

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 30 September

SUMMARISED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 30 September

SALIENT FEATURES

for the year ended 30 September