FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
COMMISSION FILE NUMBER 1-892
GOODRICH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 34-0252680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, N.C. 28217
------------------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 704-423-7000
------------
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 (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
As of March 31, 2002, there were 101,972,486 shares of common stock outstanding
(excluding 14,000,000 shares held by a wholly-owned subsidiary). There is only
one class of common stock.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOODRICH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
---------------------
2002 2001
-------- --------
Sales $ 921.2 $1,007.7
Operating Costs and Expenses:
Cost of sales 670.3 715.1
Selling and administrative expenses 139.1 151.5
Merger-related and consolidation 7.5 5.8
-------- --------
costs
816.9 872.4
-------- --------
Operating income 104.3 135.3
Interest expense (23.2) (30.0)
Interest income 6.1 3.6
Other income (expense) - net (9.3) 0.4
-------- --------
Income before income taxes and Trust distributions 77.9 109.3
Income tax expense (25.7) (36.5)
Distributions on Trust Preferred Securities (2.6) (2.6)
-------- --------
Income from Continuing Operations 49.6 70.2
Income from Discontinued Operations 0.8 102.1
-------- --------
Net Income $ 50.4 $ 172.3
======== ========
Basic Earnings per Share:
Continuing operations $ 0.48 $ 0.68
Discontinued operations 0.01 1.00
-------- --------
Net Income $ 0.49 $ 1.68
======== ========
Diluted Earnings per Share:
Continuing operations $ 0.47 $ 0.66
Discontinued operations 0.02 0.96
-------- --------
Net Income $ 0.49 $ 1.62
======== ========
Dividends declared per common share $ 0.275 $ 0.275
======== ========
See notes to unaudited condensed consolidated financial statements.
2
GOODRICH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS)
MARCH 31, DECEMBER 31,
2002 2001
--------- --------
ASSETS
Current Assets
Cash and cash equivalents $ 103.9 $ 85.8
Accounts and notes receivable, less allowances
for doubtful receivables ($32.4 at
March 31, 2002; $42.1 at December 31, 2001) 533.6 570.4
Inventories 867.1 841.5
Deferred income taxes 112.7 112.9
Prepaid expenses and other assets 22.7 26.2
Assets of discontinued operations 917.3 873.9
--------- --------
Total Current Assets 2,557.3 2,510.7
--------- --------
Property, plant and equipment 941.4 955.5
Prepaid pension 237.8 238.7
Goodwill 740.1 747.3
Identifiable intangible assets 144.8 138.8
Payment-in-kind notes receivable, less discount
($22.5 at March 31, 2002; $22.2 at December 31, 2001) 174.0 168.4
Other assets 475.3 468.1
--------- --------
$ 5,270.7 $5,227.5
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term bank debt $ 149.9 $ 113.3
Accounts payable 341.1 396.6
Accrued expenses 452.5 523.6
Income taxes payable 189.5 119.2
Liabilities of discontinued operations 630.1 589.4
Current maturities of long-term debt
and capital lease obligations 6.1 5.9
--------- --------
Total Current Liabilities 1,769.2 1,748.0
--------- --------
Long-term debt and capital lease obligations 1,305.6 1,307.2
Pension obligations 160.1 155.5
Postretirement benefits other than pensions 313.6 320.1
Deferred income taxes 15.7 13.9
Other non-current liabilities 208.0 196.4
Commitments and contingent liabilities -- --
Mandatorily redeemable preferred securities of trust 125.1 125.0
Shareholders' Equity
Common stock - $5 par value
Authorized 200,000,000 shares; issued 115,478,463
shares at March 31, 2002, and 115,144,771 shares at
December 31, 2001 (excluding 14,000,000 shares
held by a wholly-owned subsidiary at each date) 577.4 575.7
Additional capital 966.0 973.5
Income retained in the business 356.0 333.7
Accumulated other comprehensive income (111.1) (110.1)
Unearned compensation (2.4) (0.6)
Common stock held in treasury, at cost (13,505,977
shares at March 31, 2002, and 13,446,808 shares
at December 31, 2001) (412.5) (410.8)
---------- ---------
Total Shareholders' Equity 1,373.4 1,361.4
--------- --------
$ 5,270.7 $5,227.5
========= ========
See notes to unaudited condensed consolidated financial statements.
3
GOODRICH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(DOLLARS IN MILLIONS)
THREE MONTHS ENDED
MARCH 31,
-------------------
2002 2001
------- -------
OPERATING ACTIVITIES
Income from continuing operations $ 49.6 $ 70.2
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Merger related and consolidation:
Expenses 7.5 5.8
Payments (11.6) (7.7)
Depreciation and amortization 37.6 43.3
Deferred income taxes 5.4 17.8
Net gains on sales of businesses (0.1) (7.2)
Payment-in-kind interest income (5.5) (1.8)
Change in assets and liabilities, net of effects
of acquisitions and dispositions of
Businesses:
Receivables 31.1 (57.0)
Change in receivables sold, net (11.7) 3.5
Inventories (23.4) (59.9)
Other current assets 2.2 1.5
Accounts payable (52.9) (35.4)
Accrued expenses (49.7) (25.2)
Income taxes payable 65.3 (0.2)
Other non-current assets and liabilities 16.5 (15.9)
------- -------
Net cash provided by (used in) operating activities of
continuing operations 60.3 (68.2)
------- -------
INVESTING ACTIVITIES
Purchases of property (17.3) (41.5)
Proceeds from sale of property 1.1 --
Proceeds from sale of businesses 0.5 15.6
Payments made in connection with acquisitions,
net of cash acquired (0.4) (14.4)
------- -------
Net cash used by investing activities of continuing
operations (16.1) (40.3)
------- -------
FINANCING ACTIVITIES
Increase (decrease) in short-term debt 33.4 (723.6)
Repayment of long-term debt and capital lease
obligations (0.2) (3.6)
Proceeds from issuance of capital stock 1.1 26.5
Purchases of treasury stock (4.7) --
Dividends (28.0) (28.1)
Distributions on Trust preferred securities (4.8) (4.6)
------- -------
Net cash provided (used) by financing activities of
continuing operations (3.2) (733.4)
------- -------
DISCONTINUED OPERATIONS
Net cash provided (used) by discontinued operations (23.1) 1,121.7
------- -------
Effect of Exchange Rate Changes on Cash and Cash 0.2 0.4
------- -------
Equivalents
Net Increase in Cash and Cash Equivalents 18.1 280.2
Cash and Cash Equivalents at Beginning of Period 85.8 77.5
------- -------
Cash and Cash Equivalents at End of Period $ 103.9 $ 357.7
======= =======
See notes to unaudited condensed consolidated financial statements.
4
GOODRICH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A: BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION
The accompanying unaudited condensed consolidated financial statements of
Goodrich Corporation ("Goodrich" or the "Company") have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Certain amounts in prior
year financial statements have been reclassified to conform to the current year
presentation. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be achieved for the year
ending December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001.
As discussed in Note H, the Company's Performance Materials and Engineered
Industrial Products ("EIP") segments have been accounted for as discontinued
operations. Unless otherwise noted, disclosures herein pertain to the Company's
continuing operations.
NOTE B: INVENTORIES
Inventories included in the accompanying unaudited condensed consolidated
balance sheet consist of:
(DOLLARS IN MILLIONS) MARCH 31, DECEMBER 31,
2002 2001
--------- ------------
FIFO or average cost (which approximates current
costs):
Finished products $ 176.2 $ 172.0
In process 591.1 538.9
Raw materials and supplies 184.0 217.1
-------- --------
951.3 928.0
Less:
Reserve to reduce certain inventories to LIFO (41.7) (42.2)
Progress payments and advances (42.5) (44.3)
-------- --------
Total $ 867.1 $ 841.5
======== ========
Based on revisions to the production schedule announced by Boeing at the end of
2001, the Company reevaluated its estimated costs to complete the Boeing 717-200
contract, its learning curve assumptions as well as the number of aircraft
expected to be delivered. As a result of this analysis, the Company recorded a
charge of $76.5 million during the fourth quarter of 2001. This charge
eliminated the remaining balance of excess-over-average inventory costs yet to
be recovered and reduced pre-production inventory balances. The pre-production
inventory balance on the Boeing 717-200 contract was $33.7 million as of March
31, 2002. The Company continues to record no margin on this contract based on
its revised assumptions.
NOTE C BUSINESS SEGMENT INFORMATION
The Company's operations are classified into four reportable business segments:
Aerostructures and Aviation Technical Services, Landing Systems, Engine and
Safety Systems, and Electronic Systems.
Aerostructures and Aviation Technical Services: Aerostructures is a leading
supplier of nacelles, pylons, thrust reversers and related aircraft engine
housing components. The aviation technical services division performs
comprehensive total aircraft maintenance, repair, overhaul and modification for
many commercial airlines, independent operations, aircraft leasing companies and
airfreight carriers.
5
Landing Systems: Landing Systems provides systems and components pertaining to
aircraft taxi, take-off, landing and stopping. Several divisions within the
segment are linked by their ability to contribute to the integration, design,
manufacture and service of entire aircraft undercarriage systems, including
sensors, landing gear, certain brake controls and wheels and brakes.
Engine and Safety Systems: Engine and Safety Systems produces engine and fuel
controls, pumps, fuel delivery systems, as well as structural and rotating
components such as disks, blisks, shafts and airfoils for both aerospace and
industrial gas turbine applications. This segment also produces aircraft
evacuation, de-icing and passenger restraint systems, as well as ejection seats
and crew and attendant seating.
Electronic Systems: Electronic Systems produces a wide array of products that
provide flight performance measurements, flight management, and control and
safety data. Included are a variety of sensors systems that measure and manage
aircraft fuel and monitor oil debris; engine, transmission and structural
health; and aircraft motion control systems. The segment's products also include
instruments and avionics, warning and detection systems, ice detection systems,
test equipment, aircraft lighting systems, landing gear cables and harnesses,
satellite control, data management and payload systems, launch and missile
telemetry systems, airborne surveillance and reconnaissance systems and laser
warning systems.
6
Segment operating income is total segment revenue reduced by operating expenses
identifiable with that business segment. Merger related and consolidation costs
are presented separately and are discussed in Note F of these unaudited
condensed consolidated financial statements. The accounting policies of the
reportable segments are the same as those for the consolidated Company. There
are no significant intersegment sales.
(DOLLARS IN MILLIONS) THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
-------- --------
Sales
Aerostructures and Aviation Technical Services $ 307.2 $ 353.8
Landing Systems 262.8 289.6
Engine and Safety Systems 162.0 183.9
Electronic Systems 189.2 180.4
-------- --------
Total Sales $ 921.2 $1,007.7
======== ========
Segment Operating Income
Aerostructures and Aviation Technical Services $ 49.3 $ 52.5
Landing Systems 32.4 40.8
Engine and Safety Systems 16.7 29.9
Electronic Systems 28.1 31.5
-------- --------
Total Segment Operating Income 126.5 154.7
Corporate General and Administrative Expenses (14.7) (13.6)
Merger-related and Consolidation Costs (7.5) (5.8)
-------- --------
Total Operating Income $ 104.3 $ 135.3
======== ========
Unusual Items
Aerostructures and Aviation Technical Services $ 1.6 $ --
Landing Systems 1.7 4.7
Engine and Safety Systems 1.8 0.7
Electronic Systems 2.1 --
-------- --------
Total Segment Unusual Items $ 7.2 $ 5.4
======== ========
MARCH 31, DECEMBER 31,
2002 2001
-------- ------------
Assets
Aerostructures and Aviation Technical Services $1,239.2 $1,221.0
Landing Systems 948.3 949.0
Engine and Safety Systems 521.8 529.7
Electronic Systems 982.8 996.6
Assets of Discontinued Operations 917.3 873.9
Corporate 661.3 657.3
-------- --------
Total Assets $5,270.7 $5,227.5
======== ========
7
NOTE D: EARNINGS PER SHARE
The computation of basic and diluted earnings per share from continuing
operations is as follows:
THREE MONTHS ENDED
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) MARCH 31,
------------------
2002 2001
------- -------
Numerator:
Numerator for basic and diluted earnings per
share - income available to common shareholders $ 49.6 $ 70.2
------- -------
Denominator:
Denominator for basic earnings per
share - weighted-average shares 101.8 102.9
------- -------
Effect of dilutive securities:
Stock options, performance shares, restricted
and employee stock purchase plan shares 0.7 1.4
Convertible preferred securities 2.9 2.9
------- -------
Dilutive potential common shares 3.6 4.3
------- -------
Denominator for diluted earnings per
share - adjusted weighted-average shares
and assumed conversions 105.4 107.2
======= =======
Earnings per share:
Basic $ 0.48 $ 0.68
======= =======
Diluted $ 0.47 $ 0.66
======= =======
NOTE E: COMPREHENSIVE INCOME
Total comprehensive income consists of the following:
(DOLLARS IN MILLIONS) THREE MONTHS ENDED
MARCH 31,
--------------------
2002 2001
------ ------
Net Income $ 50.4 $172.3
Other Comprehensive Income -
Unrealized translation adjustments
during period (0.8) (4.6)
Gain (loss) on cash flow hedge (0.2) -.-
------ ------
Total Comprehensive Income $ 49.4 $167.7
====== ======
Accumulated other comprehensive income consists of the following (dollars in
millions):
MARCH 31, DECEMBER 31,
2002 2001
------- -------
Cumulative unrealized translation adjustments $ (58.2) $ (57.4)
Minimum pension liability adjustment (52.7) (52.7)
Accumulated gain (loss) on cash flow hedge (0.2) -.-
------- -------
$(111.1) $(110.1)
======= =======
The minimum pension liability amounts above are net of deferred taxes of $26.8
million.
8
NOTE F: MERGER-RELATED AND CONSOLIDATION COSTS
The Company incurred $7.5 million ($5.0 million after-tax) of merger-related and
consolidation costs during the three months ended March 31, 2002. The charges
related to the following segments:
(DOLLARS IN MILLIONS) THREE MONTHS
ENDED
MARCH 31, 2002
--------------
Aerostructures and Aviation Technical Services $ 1.6
Landing Systems 1.7
Engine and Safety Systems 1.8
Electronic Systems 2.1
---------
Total Segment Charges 7.2
Corporate 0.3
---------
$ 7.5
=========
Merger-related and consolidation reserves at December 31, 2001 and March 31,
2002, as well as activity during the three months ended March 31, 2002,
consisted of:
(DOLLARS IN MILLIONS)
------------------------------------------------
BALANCE BALANCE
DECEMBER 31, MARCH 31,
2001 PROVISION ACTIVITY 2002
------------ --------- -------- ---------
Personnel-related costs $ 26.6 $ 6.0 $ (8.5) $ 24.1
Consolidation costs 18.6 1.5 (3.8) 16.3
------ ------ ------- ------
$ 45.2 $ 7.5 $(12.3) $ 40.4
====== ====== ======= ======
MERGER-RELATED AND CONSOLIDATION COSTS - PROVISION
The following is a description of key components of the $7.5 million provision
for merger-related and consolidation costs in the first three months of 2002:
Aerostructures and Aviation Technical Services: The segment recorded $1.6
million in merger-related and consolidation costs, consisting of $0.8 million in
personnel-related costs and $0.8 million in consolidation costs.
The personnel-related charges were for employee severance and for voluntary
termination benefits. During the period, a total of 582 employees were
terminated, leaving approximately 600 employees remaining to be terminated as of
March 31, 2002. The consolidation costs related to machinery and equipment
relocation in connection with facility consolidation or closure.
Landing Systems: The segment recorded $1.7 million in merger-related and
consolidation costs, consisting of $1.2 million in personnel-related costs and
$0.5 million in consolidation costs. Of the charge, $0.3 million represents
non-cash items, including $0.6 million in asset impairments and a reserve
reversal of $0.3 million related to a revision of estimated facility closure and
consolidation costs.
The personnel-related charges are for employee severance and benefits for 62
employees. During the period, a total of 142 employees were terminated, leaving
approximately 100 employees remaining to be terminated as of March 31, 2002.
Consolidation costs include asset impairment charges of $0.6 million to write
down assets held for sale or disposal based on their estimated fair value and
facility closure costs of $0.2 million for equipment relocation costs offset by
the $0.3 million reserve reversal noted above.
Engine and Safety Systems: The segment recorded $1.8 million in merger-related
and consolidation costs, all of which were personnel-related costs. The charge
related to employee severance and benefits for 126 employees. During the period,
a total of 142 employees were terminated, leaving approximately 200 employees
remaining to be terminated as of March 31, 2002.
9
Electronic Systems: The segment recorded $2.1 million in merger-related and
consolidation costs, consisting of $1.9 million in personnel related costs and
$0.2 million in consolidation costs. Of the charge, $0.1 million represents a
non-cash asset impairment charge.
The personnel related charges are for employee severance and benefits for 90
employees. During the period, a total of 126 employees were terminated, leaving
approximately 80 employees remaining to be terminated as of March 31, 2002.
Consolidation costs included $0.1 million in accelerated depreciation and $0.1
million in equipment relocation costs in connection with facility closure or
consolidation.
Corporate: Merger-related and consolidation costs of $0.3 million represented
employee outplacement services and relocation costs.
MERGER-RELATED AND CONSOLIDATION COSTS - ACTIVITY
Of the $12.3 million in activity, $11.6 million represented cash payments and
$0.7 million represented asset write-offs.
NOTE G: GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets"
("SFAS 142") applicable to business combinations completed after June 30, 2001.
Effective January 1, 2002, additional provisions of SFAS 142, relating to
business combinations completed prior to June 30, 2001 became effective and were
adopted by the Company. Under the provisions of the standard, intangible assets
deemed to have indefinite lives and goodwill are not subject to amortization.
All other intangible assets are amortized over their estimated useful lives.
Intangible assets and goodwill are subject to annual impairment testing using
the guidance and criteria described in the standard. This testing requires
comparison of carrying values to fair values, and when appropriate, the carrying
value of impaired assets is reduced to fair value. In the second quarter of
2002, the Company will perform the first of the required impairment tests of
goodwill and indefinite lived intangible assets. The Company has not yet
determined what the effect of these tests will be on its financial position or
results of operations. As of March 31, 2002, the Company has recognized no
impairment of goodwill. There can be no assurance that future goodwill
impairments will not occur.
Income from continuing operations, basic and diluted earnings per share for the
quarters ended March 31, 2002 and 2001, adjusted to exclude amounts no longer
being amortized, are as follows:
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
--------- ---------
Reported Income from Continuing Operations $ 49.6 $ 70.2
Adjustments:
Goodwill amortization -.- 7.2
Income taxes -.- (1.5)
--------- ---------
Adjusted Income from Continuing Operations $ 49.6 $ 75.9
========= =========
Basic earning per share:
Reported $ 0.48 $ 0.68
Adjusted $ 0.48 $ 0.74
Diluted earnings per share:
Reported $ 0.47 $ 0.66
Adjusted $ 0.47 $ 0.71
The changes in the carrying amount of goodwill for the quarter ended March 31,
2002, by segment are as follows:
BUSINESS
BALANCE COMBINATIONS BALANCE
DECEMBER 31, COMPLETED MARCH 31,
(DOLLARS IN MILLIONS) 2001 OR FINALIZED OTHER 2002
------------ ------------ ------- ---------
Aerostructures and Aviation
Technical Services $ 56.7 $ -.- $ -.- $ 56.7
Landing Systems 67.9 -.- (9.1) 58.8
Engine and Safety Systems 185.2 -.- -.- 185.2
Electronic Systems 437.5 1.9 -.- 439.4
------ ------ ------ ------
$747.3 $ 1.9 $ (9.1) $740.1
====== ====== ======= ======
The $9.1 million reduction in goodwill in Landing Systems represented a
reclassification of intellectual property rights to intangible assets upon the
adoption of SFAS 142.
10
Identifiable intangible assets as of March 31, 2002 are comprised of:
GROSS ACCUMULATED
AMOUNT AMORTIZATION
---------- ------------
Amortizable intangible assets:
Patents, trademarks and licenses $ 145.0 $ 34.9
Customer relationships 24.2 1.0
Non-compete agreements 7.6 5.3
Other 11.1 1.9
---------- -----------
$ 187.9 $ 43.1
========== =========
There were no indefinite lived identifiable intangible assets as of March 31,
2002. Amortization of intangible assets for the three months ended March 31,
2002 was $3.3 million. Amortization expense of these intangible assets for 2002
to 2006 is estimated to be approximately $13 million per year.
NOTE H: DISCONTINUED OPERATIONS - The disposition of the Performance Materials
and Engineered Industrial Products segments represent the disposal of segments
under APB Opinion No. 30 ("APB 30"). Accordingly, the revenues, costs and
expenses, assets and liabilities, and cash flows of Performance Materials and
Engineered Industrial Products have been segregated in the accompanying
unaudited condensed consolidated statement of income, unaudited condensed
consolidated balance sheet and unaudited condensed consolidated statement of
cash flows.
The following summarizes the results of discontinued operations:
Three Months Three Months
Ended Ended
March 31, March 31,
(Dollars in millions) 2002 2001
----------- -----------
Sales:
Performance Materials $ -- $ 187.0
Engineered Industrial Products 166.9 169.6
----------- -----------
$ 166.9 $ 356.6
=========== ===========
Pretax income (loss) from operations:
Performance Materials $ -- $ (3.6)
Engineered Industrial Products 4.7 20.3
----------- -----------
4.7 16.7
Income tax expense (1.9) (6.1)
Distributions on Trust preferred securities (2.0) (2.0)
Gain on sale of Performance Materials (net of
income tax expense of $54.9 million in 2001) -- 93.5
----------- -----------
Income from discontinued operations $ 0.8 $ 102.1
=========== ===========
PERFORMANCE MATERIALS
On February 28, 2001, the Company completed the sale of its Performance
Materials segment to an investor group led by AEA Investors, Inc. for
approximately $1.4 billion. Total net proceeds, after anticipated tax payments
and transaction costs, included approximately $1 billion in cash and $172
million in debt securities issued by the buyer. The transaction resulted in an
after-tax gain of $93.5 million and is subject to certain post closing
adjustments (e.g. working capital adjustments).
The Company has calculated a $25 million working capital adjustment in its
favor, which has been considered in the after-tax gain noted above. The Buyer is
disputing the Company's working capital adjustment and has asserted that the
Company owes the Buyer approximately $10 million under the purchase and sale
agreement. Should the parties not be able to settle their differences, the
disputed matters will be forwarded to an independent third party for resolution.
Such resolution will be final and binding on all parties. The Company expects to
finalize the working capital adjustment in 2002.
Pursuant to the terms of the transaction, the Company has retained certain
assets and liabilities (primarily pension, postretirement and environmental
liabilities) of the Performance Materials segment. The Company has also agreed
to indemnify the buyer for liabilities arising from certain events as defined in
the agreement. Such indemnification is not expected to be material to the
Company's financial condition, but could be material to the Company's results of
operations in a given period.
11
ENGINEERED INDUSTRIAL PRODUCTS
In September 2001, the Company announced that its Board of Directors had
approved in principle the tax-free spin-off of its Engineered Industrial
Products ("EIP") segment to shareholders. The spin-off will be effected through
a tax-free distribution to the Company's shareholders of all of the capital
stock of EnPro Industries, Inc. ("EnPro"), a newly formed wholly-owned
subsidiary of the Company.
The EIP segment is currently owned by Coltec Industries Inc ("Coltec"), a
wholly-owned subsidiary of Goodrich. Prior to the Distribution, Coltec's
aerospace business will assume all intercompany balances outstanding between
Coltec and Goodrich and Coltec will then transfer to Goodrich by way of a
dividend all of the assets, liabilities and operations of Coltec's aerospace
business, including these assumed balances. Following the spin-off, Coltec will
be a wholly-owned subsidiary of EnPro and Coltec's aerospace businesses will be
owned by Goodrich.
It is anticipated that the $150 million of outstanding Coltec Capital Trust
convertible trust preferred securities ("TIDES") will remain outstanding as a
part of the EnPro capital structure. Certain payments with respect to these
securities are guaranteed by Coltec and the Company, and are expected to be
guaranteed by EnPro. Following the spin-off, these securities will be
convertible into a combination of Goodrich and EnPro common stock. Separately,
the Company has offered to exchange the $300 million of Coltec's 7.5% Senior
Notes due 2008 for similar Company debt securities prior to the spin-off.
Assuming this exchange offer is fully subscribed, EnPro will have total debt and
convertible trust preferred securities of approximately $165 million at the time
of the spin-off. The Company also expects that a new senior secured revolving
credit facility will be in place after the spin-off.
Although the spin-off is subject to certain conditions, no consents are required
from the Company's security holders or the holders of Coltec's outstanding debt
or convertible trust preferred securities to complete the spin-off. The Company
expects to complete the spin-off in the second quarter of 2002.
ENGINEERED INDUSTRIAL PRODUCTS - ASBESTOS
Garlock and Anchor. Two subsidiaries of Coltec, Garlock Sealing Technologies LLC
("Garlock") and The Anchor Packing Company ("Anchor"), have been among a number
of defendants (typically 15 to 40) in actions filed in various states by
plaintiffs alleging injury or death as a result of exposure to asbestos fibers.
Among the products at issue in those actions are industrial sealing products,
predominantly gaskets, manufactured and/or sold by Garlock or Anchor. The
damages claimed vary from action to action and in some cases plaintiffs seek
both compensatory and punitive damages. To date, neither Garlock nor Anchor has
been required to pay any punitive damage awards, although there can be no
assurance that they will not be required to do so in the future. Liability for
compensatory damages has historically been allocated among all responsible
defendants, thus limiting the potential monetary impact of a particular judgment
or settlement on any individual defendant.
The Company believes that Garlock and Anchor are in a favorable position
compared to many other asbestos defendants because, among other things, the
asbestos-containing products sold by Garlock and Anchor are encapsulated, which
means the asbestos fibers are incorporated into the product during the
manufacturing process and sealed in a binder. They are also nonfriable, which
means they cannot be crumbled by hand pressure. The Occupational Safety and
Health Administration, which began generally requiring warnings on
asbestos-containing products in 1972, has never required that a warning be
placed on products such as Garlock's gaskets. Notwithstanding that no warning
label has been required, Garlock included one on all of its asbestos-containing
products beginning in 1978. Further, gaskets such as those previously
manufactured and sold by Garlock are one of the few asbestos-containing products
permitted to be manufactured under regulations of the EPA. Since the mid-1980s,
U.S. sales of asbestos-containing industrial sealing products have not been a
material part of Garlock's sales and those sales have been predominantly to
sophisticated purchasers such as the U.S. Navy and large petrochemical
facilities. These purchasers generally have extensive health and safety
procedures and are familiar with the risks associated with the use and handling
of industrial sealing products that contain asbestos. Garlock discontinued
distributing asbestos-containing products in the U.S. during 2000 and world-wide
in mid-2001.
12
Garlock settles and disposes of actions on a regular basis. In addition, some
actions are disposed of at trial. Garlock's historical settlement strategy has
been to try to match the timing of payments with recoveries received from
insurance. However, in 1999 and 2000, Garlock implemented a short-term
aggressive settlement strategy. The purpose of this short-term strategy was to
achieve a permanent reduction in the number of overall asbestos claims through
the settlement of a larger than normal number of claims, including some claims
not yet filed as lawsuits. Garlock believes that these settlements were at a
lower overall cost to Garlock than would eventually have been paid even though
the timing of payment was accelerated. Mainly due to this short-term aggressive
settlement strategy and because settlements are made over a period of time, the
settlement amounts paid in 2001, 2000 and 1999 increased over prior periods.
Settlements are generally made on a group basis with payments made to individual
claimants over a period of one to four years and are made without any admission
of liability. Settlement amounts vary depending upon a number of factors,
including the jurisdiction where the action was brought, the nature of the
disease alleged, the occupation of the plaintiff, the presence or absence of
other possible causes of the plaintiff's alleged illness, the availability of
legal defenses, such as the statute of limitations, and whether the action is an
individual one or part of a group. Garlock's allocable portion of the total
settlement amount for an action typically ranges from 1% to 2% of the total
amount.
Before any payment on a settled claim is made, the claimant is required to
submit a medical report acceptable to Garlock substantiating the
asbestos-related illness and meeting specific criteria of disability. In
addition, sworn testimony that the claimant worked with or around Garlock
asbestos-containing products is required. Generally, the claimant is also
required to sign a full and unconditional release of Garlock, its subsidiaries,
parent, officers, directors, affiliates and related parties from any liability
for asbestos-related injuries or claims.
When a settlement demand is not reasonable given the totality of the
circumstances, Garlock generally will try the case. Garlock has been successful
in winning a substantial majority of the cases it has tried to verdict.
Anchor is an inactive and insolvent subsidiary of Coltec. The insurance coverage
available to it is fully committed. Anchor continues to pay settlement amounts
covered by its insurance but has not committed to settle any further actions
since 1998. As cases reach the trial stage, Anchor is typically dismissed
without payment.
The insurance coverage available to Garlock is substantial. At March 31, 2002,
Garlock had available $987 million of insurance coverage from carriers that it
believes to be solvent. Of that amount, $128 million is allocated to claims that
have been paid by Garlock and submitted to its insurance companies for
reimbursement and $144 million has been committed to claim settlements not yet
paid by Garlock. Thus, at March 31, 2002, $715 million remained available for
coverage of future claims. Insurance coverage for asbestos claims is not
available to cover exposures initially occurring on and after July 1, 1984.
Garlock and Anchor continue to be named as defendants in new actions, a few of
which allege initial exposure after July 1, 1984. To date, no payments with
respect to these claims, pursuant to a settlement or otherwise, have been made.
In addition, Garlock and Anchor believe that they have substantial defenses to
these claims and therefore automatically reject them for settlement. However,
there can be no assurance that any or all of these defenses will be successful
in the future.
Arrangements with Garlock's insurance carriers limit the amount that can be
received by it in any one year. The amount of insurance available to cover
claims paid by Garlock currently is limited to $80 million per year, covering
both settlements and reimbursements of legal fees. This limit automatically
increases by 8% every three years. Amounts paid by Garlock in excess of this
annual limit that would otherwise be recoverable from insurance may be collected
from the insurance companies in subsequent years so long as insurance is
available but subject to the annual limit in each subsequent year. As a result,
Garlock is required to pay out of its own cash any amounts paid to settle or
dispose of asbestos-related claims in excess of the annual limit and collect
these amounts from its insurance carriers in subsequent years. Various options,
such as raising the annual limit, are being pursued to ensure as close a match
as possible between payments by Garlock and recoveries received from insurance.
There can be no assurance that Garlock will be successful as to any or all of
these options.
13
In accordance with internal procedures for the processing of asbestos product
liability actions and due to the proximity to trial or settlement, certain
outstanding actions against Garlock and Anchor have progressed to a stage where
the cost to dispose of these actions can reasonably be estimated. These actions
are classified as actions in advanced stages and are included in the table as
such below. With respect to outstanding actions against Garlock and Anchor that
are in preliminary procedural stages, as well as any actions that may be filed
in the future, insufficient information exists upon which judgments can be made
as to the validity or ultimate disposition of such actions, thereby making it
difficult to reasonably estimate what, if any, potential liability or costs may
be incurred. Accordingly, no estimate of future liability has been included in
the table below for such claims.
The Company records an accrual for liabilities related to Garlock and Anchor
asbestos-related matters that are deemed probable and can be reasonably
estimated, which consist of settled claims and actions in advanced stages of
processing. The Company also records an asset equal to the amount of those
liabilities that is expected to be recovered by insurance. These amounts are
reflected within discontinued operations in the unaudited condensed consolidated
balance sheet and the unaudited condensed consolidated statement of cash flows.
A table is provided below depicting quantitatively the items discussed above.
MARCH 31, MARCH 31,
2002 2001
--------- ---------
(NUMBER OF CASES)
New Actions Filed During the Period (1) 7,400 9,500
Actions in Advanced Stages at Period-End 7,019 3,200
Open Actions at Period-End 98,500 85,200
(DOLLARS IN MILLIONS AT PERIOD-END)
Estimated Liability for Settled Claims and Actions in
Advanced Stages of Processing (2) $ 204.8 $ 208.2
Estimated Amounts Recoverable From Insurance (2)(3) $ 337.2 $ 278.6
(DOLLARS IN MILLIONS)
Payments (2) $ (35.6) $ (42.9)
Insurance Recoveries (2) 21.3 25.1
--------- ---------
Net Cash Flow (3) $ (14.3) $ (17.8)
========= =========
(1) Consists only of actions actually filed with a court of competent
jurisdiction. To the extent that a particular action names both Garlock and
Anchor as defendants, for purposes of this table the action is treated as a
single action.
(2) Includes amounts with respect to all claims settled, whether or not an
action has actually been filed with a court of competent jurisdiction,
claims which have been dismissed or tried and claims otherwise closed
during the period.
(3) Payments made during the period for which Garlock does not receive a
corresponding insurance recovery due to the annual limit imposed under
Garlock's insurance policies will be recovered in future periods to the
extent insurance is available. When estimating the amounts recoverable,
Garlock only includes insurance coverage available from carriers believed
to be solvent.
Garlock and Anchor recorded charges to operations amounting to approximately $5
million and $2 million during the first three months of 2002 and 2001,
respectively, representing payments and related expenditures made during the
periods which are not recoverable at all under insurance, whether in the present
period or in future periods. The significant increase between periods was due to
the type of insurance available to Garlock and Anchor during the respective
periods. During the first quarter of 2002, the insurance available did not
provide for as large a reimbursement of legal costs as during the first quarter
of 2001. Based on the level of legal costs expected during the remainder of the
year, as well as the type of insurance available, the Company expects the total
charge to operations during 2002 to be between $8 million to $9 million.
14
Considering the foregoing, as well as the experience of the Company's
subsidiaries and other defendants in asbestos litigation, the likely sharing of
judgments among multiple responsible defendants, recent bankruptcies of other
defendants, legislative efforts and given the substantial amount of insurance
coverage that Garlock expects to be available from its solvent carriers, the
Company believes that pending actions against Garlock and Anchor are not likely
to have a material adverse effect on the Company's consolidated financial
condition, but could be material to its consolidated results of operations or
cash flows in a given period. However, because of the uncertainty as to the
number and timing of potential future actions, as well as the amount that will
have to be paid to settle or satisfy any such actions in the future, there can
be no assurance that those future actions will not have a material adverse
effect on the Company's consolidated financial condition, results of operations
and cash flows.
Coltec and some of its subsidiaries (other than Garlock and Anchor) have also
been named as defendants in various actions by plaintiffs alleging injury or
death as a result of exposure to asbestos fibers. The number of claims to date
has not been significant and insurance coverage is available to Coltec. Based on
the above, the Company believes that these pending and reasonably anticipated
future actions are not likely to have a material adverse effect on its
consolidated financial condition, results of operations and cash flows and are
therefore not discussed above.
Coltec, Garlock, Anchor and some of Coltec's other subsidiaries are also
defendants in other asbestos-related lawsuits or claims involving maritime
workers, medical monitoring claimants and co-defendants. Based on past
experience, the Company believes that these categories of claims are not likely
to have a material adverse effect on its consolidated financial condition,
results of operations and cash flows and are therefore not discussed above.
OTHER EIP MATTERS
Coltec has contingent liabilities related to discontinued operations of its
predecessors for which it retained liability or is obligated under indemnity
agreements. These contingent liabilities include potential product liability and
associated claims related to Coltec's former Colt Firearms subsidiary for
firearms manufactured prior to 1990 and related to Coltec's former Central
Maloney subsidiary for electrical transformers manufactured prior to 1994. There
are currently no claims pending against Coltec related to these former
subsidiaries. However, such claims could arise in the future. Coltec also has
ongoing obligations with regard to workers compensation and medical benefit
matters associated with Crucible Materials Corporation and Colt Firearms that
relate to Coltec's periods of ownership of these companies.
NOTE I: DERIVATIVES AND HEDGING ACTIVITIES
CASH FLOW HEDGE
One of the Company's subsidiaries conducts a substantial portion of its business
in Euro's but has significant sales contracts that are denominated in US
dollars. In March 2002, the Company entered into 21 individual forward contracts
to exchange US dollars for Euro's. A contract will mature each month between
April 2002 and December 2003. The forward contracts are used to mitigate the
potential volatility to cash flow arising from changes in the currency exchange
rates.
The hedges are being accounted for as cash flow hedges. As the critical terms of
each hedge and each hedged item are the same, the hedge is assumed to be
perfectly effective. Accordingly, the derivatives are recorded at fair value
with the offset reflected in accumulated other comprehensive income. The fair
value of the hedges at March 31, 2002 was a liability of $0.2 million.
The $0.2 million loss recorded in accumulated other comprehensive income will be
reflected in income as the individual contracts mature, and the hedged item
impacts earnings. As of March 31, 2002, the portion of the $0.2 million loss
that would be reclassified into earnings as a reduction in sales in the next 12
months is a loss of $0.1 million.
15
CALL OPTION
As discussed in Note H, the $150 million of outstanding TIDES will be
convertible into Goodrich and EnPro common stock following the spin-off. The
value of Goodrich and EnPro common stock may increase to the level where
Coltec's cost to acquires shares after the spin-off in a conversion could
exceed, with no maximum, the liquidation value of the TIDES of $150 million.
Coltec has purchased call options on 2,865,744 shares of Goodrich common stock
with an exercise price of $52.34 per share, which represents the total Goodrich
number of shares that would be required if all TIDES holders convert. The call
options provide for either an adjustment to the exercise price or a cash
payment, at Coltec's option, if there is a change in the cash dividends paid on
Goodrich common stock. One-third of these call options expire in March 2005, and
the remainder expire in March 2007.
The call options are excluded from the definition of a derivative under
Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" since the instruments are indexed to the
Company's own stock. Accordingly, the call options are carried at cost ($14.9
million) within shareholder's equity. At March 31, 2002, the fair market value
of the call option was also $14.9 million.
NOTE J: NEW ACCOUNTING STANDARDS
In June 2001, the FASB issued Statement No. 143 "Accounting for Asset Retirement
Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. It applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees. SFAS 143 is
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company has not yet determined what the effect of SFAS 143 will be
on its consolidated financial condition or results of operations.
In October 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes
FASB Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), however it retains the
fundamental provisions of that statement related to the recognition and
measurement of the impairment of long-lived assets to be "held and used." In
addition, SFAS 144 provides more guidance on estimating cash flows when
performing a recoverability test, requires that a long-lived asset (group) to be
disposed of other than by sale (e.g. abandoned) be classified as "held and used"
until it is disposed of, and establishes more restrictive criteria to classify
an asset (group) as "held for sale." SFAS 144 is effective for fiscal years
beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's consolidated financial condition or results of
operations.
NOTE L: CONTINGENCIES
GENERAL
There are pending or threatened against Goodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability, asbestos and
environmental matters, which seek remedies or damages. Goodrich believes that
any liability that may finally be determined with respect to such claims,
lawsuits and proceedings should not have a material effect on the Company's
consolidated financial position or results of operations. From time to time, the
Company is also involved in legal proceedings as a plaintiff involving contract,
patent protection, environmental and other matters. Gain contingencies, if any,
are recognized when they are realized.
16
ENVIRONMENTAL
Environmental liabilities are recorded when the Company's liability is probable
and the costs are reasonably estimable, which generally is not later than at
completion of a feasibility study or when the Company has recommended a remedy
or has committed to an appropriate plan of action. The accruals are reviewed
periodically and, as investigations and remediations proceed, adjustments are
made as necessary. Accruals for losses from environmental remediation
obligations do not consider the effects of inflation, and anticipated
expenditures are not discounted to their present value. The accruals are not
reduced by possible recoveries from insurance carriers or other third parties,
but do reflect anticipated allocations among potentially responsible parties at
federal Superfund sites or similar state-managed sites and an assessment of the
likelihood that such parties will fulfill their obligations at such sites. The
measurement of environmental liabilities by the Company is based on currently
available facts, present laws and regulations, and current technology. Such
estimates take into consideration the Company's prior experience in site
investigation and remediation, the data concerning cleanup costs available from
other companies and regulatory authorities, and the professional judgment of the
Company's environmental experts in consultation with outside environmental
specialists, when necessary.
The Company is subject to various domestic and international environmental laws
and regulations which may require that it investigate and remediate the effects
of the release or disposal of materials at sites associated with past and
present operations, including sites at which the Company has been identified as
a potentially responsible party under the federal Superfund laws and comparable
state laws. The Company is currently involved in the investigation and
remediation of a number of sites under these laws. Estimates of the Company's
liability are further subject to uncertainties regarding the nature and extent
of site contamination, the range of remediation alternatives available, evolving
remediation standards, imprecise engineering evaluations and estimates of
appropriate cleanup technology, methodology and cost, the extent of corrective
actions that may be required, and the number and financial condition of other
potentially responsible parties, as well as the extent of their responsibility
for the remediation. Accordingly, as investigation and remediation of these
sites proceeds, it is likely that adjustments in the Company's accruals will be
necessary to reflect new information. The amounts of any such adjustments could
have a material adverse effect on the Company's results of operations in a given
period, but the amounts, and the possible range of loss in excess of the amounts
accrued, are not reasonably estimable. Based on currently available information,
however, management does not believe that future environmental costs in excess
of those accrued with respect to sites with which the Company has been
identified are likely to have a material adverse effect on the Company's
financial condition. There can be no assurance, however, that additional future
developments, administrative actions or liabilities relating to environmental
matters will not have a material adverse effect on the Company's results of
operations in a given period.
At March 31, 2002, the Company's reserves for environmental remediation
obligations totaled $84.9 million, of which $12.0 million was included in
accrued liabilities ($1.6 million of which is classified within merger-related
and consolidation costs). Of the $84.9 million, $13.2 million is associated with
ongoing operations and $71.7 million is associated with businesses previously
disposed of or discontinued.
The timing of expenditures depends on a number of factors that vary by site,
including the nature and extent of contamination, the number of potentially
responsible parties, the timing of regulatory approvals, the complexity of the
investigation and remediation, and the standards for remediation. The Company
expects that it will expend present accruals over many years, and will complete
remediation of all sites with which it has been identified in up to thirty
years. This period includes operation and monitoring costs which are generally
incurred over 15 years.
17
TOLO LITIGATION
In May 2000, the Company and its subsidiary Rohr, Inc. ("Rohr"), were served
with complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently reduced
the punitive damage award to $24 million. The Company and Rohr have appealed the
judgment.
At the time of the purchase, the Company established a reserve of $2.4 million
relating to the amount withheld by Rohr pursuant to the stock purchase
agreement. The Company has not established an accrual for the punitive damages
award of $24 million, which was based on the plaintiff"s fraudulent concealment
claim, for the reasons set forth below.
The Company and its legal counsel believe that there were numerous points of
reversible error in the trial that make it more likely than not that the
judgment will be reversed or vacated on appeal. First, the Company believes the
plaintiffs' fraud claim is legally deficient under California law and should be
reversed. If the fraud claim is not reversed, defendants' should, at a minimum,
be granted a new trial on the fraudulent concealment claim because the trial
court permitted plaintiffs to add this claim late in the trial but did not allow
the Company to introduce evidence to defend against it. The Company also
believes that the trial court made numerous prejudicial errors regarding the
admission and exclusion of evidence relating to the fraud claims, which further
supports the grant of a new trial. And finally, the Company believes that the
trial court's directed verdict on plaintiffs' breach of contract claim should be
set aside and a new trial granted because, among other things, there was
sufficient evidence for the jury to find for the defendants on this claim.
DISCONTINUED OPERATIONS
Contingencies associated with Coltec and its subsidiaries, including
asbestos-related liabilities, are discussed in Note H to the accompanying
unaudited condensed consolidated financial statements. After the EIP spin-off is
completed, it is possible that asbestos-related claims might be asserted against
the Company on the theory that it has some responsibility for the
asbestos-related liabilities of Coltec or its subsidiaries, even though the
activities that led to those claims occurred prior to the Company's ownership of
Coltec. Also, it is possible that a claim could be asserted against the Company
that Coltec's dividend of its aerospace business to the Company prior to the
spin-off was made at a time when Coltec was insolvent or caused Coltec to become
insolvent. Such a claim could seek recovery from the Company on behalf of Coltec
of the fair market value of the dividend.
No such claims have been asserted against the Company to date. The Company
believes that it would have substantial legal defenses against any such claims.
Any such claims would require, as a practical matter, that Coltec's subsidiaries
were unable to satisfy their asbestos-related liabilities and that Coltec was
found to be responsible for these liabilities and is unable to meet its
financial obligations. The Company believes any such claims would be without
merit and that Coltec will be solvent both before and after the dividend. If the
Company is ultimately found to be responsible for the asbestos-related
liabilities of Coltec's subsidiaries, the Company believes it would not have a
material adverse effect on its financial condition, but could have a material
adverse effect on its results of operations and cash flows in a particular
period. However, because of the uncertainty as to the number, timing and
payments related to future asbestos-related claims, there can be no assurance
that any such claims would not have a material adverse effect on the Company's
financial condition, results of operations and cash flows. If a claim related to
the dividend of Coltec's aerospace business were successful, it could have a
material adverse impact on the Company's financial condition, results of
operations and cash flows.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS"
FOR A DISCUSSION OF THE UNCERTAINTIES, RISKS AND ASSUMPTIONS ASSOCIATED WITH
THESE STATEMENTS.
AS DISCUSSED BELOW, THE COMPANY'S ENGINEERED INDUSTRIAL PRODUCTS AND PERFORMANCE
MATERIALS SEGMENTS HAVE BEEN ACCOUNTED FOR AS DISCONTINUED OPERATIONS. UNLESS
OTHERWISE NOTED HEREIN, DISCLOSURES PERTAIN ONLY TO THE COMPANY'S CONTINUING
OPERATIONS.
OVERVIEW
Goodrich Corporation (the "Company" or "Goodrich") is a leading worldwide
supplier of aerospace components, systems and services serving the commercial,
military, regional, business and general aviation markets. The Company's
business is conducted on a global basis with manufacturing, service and sales
undertaken in various locations throughout the world.
Due to the sale of the Performance Materials segment in 2001, as well as the
intended spin-off of the Engineered Industrial Products segment in 2002, the
Company has redefined its segments. Its operations are now classified into four
reportable business segments: Aerostructures and Aviation Technical Services,
Landing Systems, Engine and Safety Systems, and Electronic Systems.
Aerostructures and Aviation Technical Services: Aerostructures is a leading
supplier of nacelles, pylons, thrust reversers and related aircraft engine
housing components. The aviation technical services division performs
comprehensive total aircraft maintenance, repair, overhaul and modification
services for many commercial airlines, independent operators, aircraft leasing
companies and airfreight carriers.
Landing Systems: Landing Systems provides systems and components pertaining to
aircraft taxi, take-off, landing and stopping. Several divisions within the
segment are linked by their ability to contribute to the integration, design,
manufacture and service of entire aircraft undercarriage systems, including
sensors, landing gear, certain brake controls and wheels and brakes.
Engine and Safety Systems: Engine and Safety Systems produces engine and fuel
controls, pumps, fuel delivery systems, as well as structural and rotating
components such as discs, blisks, shafts and airfoils for both aerospace and
industrial gas turbine applications. This segment also produces aircraft
evacuation, de-icing and passenger restraint systems, as well as ejection seats
and crew and attendant seating.
Electronic Systems: Electronic Systems produces a wide array of products that
provide flight performance measurements, flight management, and control and
safety data. Included are a variety of sensors systems that measure and manage
aircraft fuel and monitor oil debris; engine, transmission and structural
health; and aircraft motion control systems. The group's products also include
instruments and avionics, warning and detection systems, ice detection systems,
test equipment, aircraft lighting systems, landing gear cables and harnesses,
satellite control, data management and payload systems, launch and missile
telemetry systems, airborne surveillance and reconnaissance systems and laser
warning systems.
19
2002 RESULTS
The following table summarizes the Company's results of operations for the three
months ended March 31, 2002 and 2001.
THREE MONTHS ENDED
MARCH 31,
------------------------------------
(IN MILLIONS) 2002(A) 2001(B)
2002 ADJUSTED 2001 ADJUSTED
------ -------- -------- --------
Sales $921.2 $ 921.2 $1,007.7 $1,007.7
------ -------- -------- --------
Segment Operating Income $119.3 $ 126.5 $ 149.3 $ 154.7
------ -------- -------- --------
Income from Continuing Operations $ 49.6 $ 54.6 $ 70.2 $ 69.3
Income from Discontinued Operations 0.8 -- 102.1 --
------ -------- -------- --------
Net Income $ 50.4 $ 54.6 $ 172.3 $ 69.3
====== ======== ======== ========
Diluted EPS $ 0.49 $ 0.52 $ 1.62 $ 0.65
====== ======== ======== ========
Net Cash Provided by Operating Activities $ 60.3 $ (68.2)
====== ========
Free Cash Flow (C) $ 54.6 $ (102.0)
====== ========
(A) Results exclude the effect of a $7.5 million charge ($5.0 million
after-tax), or $0.05 a diluted share for merger-related and consolidation
costs. Results also exclude the after-tax effect of income from
discontinued operations ($0.8 million, or $0.02 a diluted share).
(B) Results exclude the effect of a $5.8 million charge ($3.8 million
after-tax), or $0.04 a diluted share for merger-related and consolidation
costs and a $7.2 million pre-tax gain ($4.7 million after-tax), or $0.05 a
diluted share in other income (expense) from the sale of a portion of the
Company's interest in a business. Results also exclude the after-tax
effect of income from discontinued operations ($102.1 million, or $0.96 a
diluted share).
(C) Free cash flow is defined as operating cash flow from continuing
operations adjusted for cash payments related to special items less
capital expenditures. The Company believes free cash flow provides
meaningful additional information on our operating results and on our
ability to service our long-term debt and other fixed obligations and to
fund our continued growth. Free cash flow should not be construed as an
alternative to operating income(loss) as determined in accordance with
generally accepted accounting principles in the United States ("GAAP"), as
an alternative to cash flow from operating activities (as determined in
accordance with GAAP), or as a measure of liquidity. Because free cash
flow is not calculated in the same manner by all companies, our
presentation may not be comparable to other similarly titled measures
reported by other companies.
Special items, as used throughout this document, include merger-related and
consolidation costs, certain gains or losses on the sale of businesses, results
of discontinued operations, asset impairment charges and other restructuring
costs.
OUTLOOK
Goodrich expects that its earnings per diluted share from continuing operations
in 2002, excluding special items, will be in the range of $2.45 to $2.55. The
2002 estimate includes the net benefit from eliminating goodwill amortization
under FAS 142, expected higher levels of pension expense, and the savings from
the restructuring initiatives discussed below. Sales are expected to be
approximately 5 to 10 percent lower than the $4.2 billion recorded in 2001. The
Company anticipates generating between $275 and $300 million of free cash flow
from continuing operations, excluding special items.
20
For the second quarter 2002, Goodrich expects earnings per diluted share from
continuing operations, excluding special items, to be slightly higher than the
first quarter. It is expected that each quarter in 2002 will show sequential
improvement, assuming the economy and airline travel continue to recover. The
second half of 2002 should be significantly stronger than the first half, as the
expected airline recovery should result in increased aftermarket sales, and as
Goodrich begins to realize significant savings from its restructuring
activities.
SPIN-OFF OF ENGINEERED INDUSTRIAL PRODUCTS SEGMENT
In September 2001, the Company announced that its Board of Directors had
approved in principle the tax-free spin-off of its Engineered Industrial
Products ("EIP") segment to shareholders. The spin-off will be effected through
a tax-free distribution to the Company's shareholders of all of the capital
stock of EnPro Industries, Inc. ("EnPro"), a newly formed wholly-owned
subsidiary of the Company.
The EIP segment is currently owned by Coltec Industries Inc ("Coltec"), a
wholly-owned subsidiary of Goodrich. Prior to the Distribution, Coltec's
aerospace business will assume all intercompany balances outstanding between
Coltec and Goodrich and Coltec will then transfer to Goodrich by way of a
dividend all of the assets, liabilities and operations of Coltec's aerospace
business, including the assumed intercompany balances. Following the spin-off,
Coltec will be a wholly-owned subsidiary of EnPro and Coltec's aerospace
businesses will be owned by Goodrich.
It is anticipated that the $150 million of outstanding Coltec Capital Trust
convertible trust preferred securities will remain outstanding as a part of the
EnPro capital structure. Certain payments with respect to these securities are
guaranteed by Coltec and the Company, and are expected to be guaranteed by
EnPro. Following the spin-off, these securities will be convertible into a
combination of Goodrich and EnPro common stock. Separately, the Company has
offered to exchange Coltec's $300 million 7.5 percent Senior Notes due 2008 for
similar Company debt securities. Assuming this exchange offer is fully
subscribed, EnPro will have total debt and convertible trust preferred
securities of approximately $165 million at the time of the spin-off. The
Company also contemplates that a new senior secured revolving credit facility
will be in place after the spin-off.
Although the spin-off is subject to certain conditions, no consents are required
from the Company's security holders or the holders of Coltec's outstanding debt
or convertible trust preferred securities to complete the spin-off. The Company
expects to complete the spin-off during the second quarter of 2002.
The spin-off of the EIP segment represents the disposal of a segment and,
accordingly, is being accounted for as a discontinued operation and the
revenues, costs and expenses, assets and liabilities, and cash flows have been
segregated in the accompanying unaudited condensed consolidated statement of
income, unaudited condensed consolidated balance sheet and unaudited condensed
consolidated statement of cash flows.
DIVESTITURE OF PERFORMANCE MATERIALS SEGMENT
On February 28, 2001, the Company completed the sale of its Performance
Materials segment to an investor group led by AEA Investors, Inc. (the "Buyer")
for approximately $1.4 billion. Total net proceeds, after anticipated tax
payments and transaction costs, included approximately $1 billion in cash and
$172 million in debt securities issued by the Buyer (see additional discussion
regarding the debt securities received in Note H of the accompanying unaudited
condensed consolidated financial statements). The transaction resulted in an
after-tax gain of $93.5 million and is subject to certain post closing
adjustments (e.g. working capital adjustments).
The Company has calculated a $25 million working capital adjustment in its
favor, which has been considered in the after-tax gain noted above. The Buyer is
disputing the Company's working capital adjustment and has asserted that the
Company owes the Buyer approximately $10 million under the
21
purchase and sale agreement. Should the parties not be able to settle their
differences, the disputed matters will be forwarded to an independent third
party for resolution. Such resolution will be final and binding on all parties.
The Company expects to finalize the working capital adjustment during 2002.
Pursuant to the terms of the transaction, the Company has retained certain
assets and liabilities (primarily pension, postretirement and environmental
liabilities) of the Performance Materials segment. The Company has also agreed
to indemnify the buyer for liabilities arising from certain events as defined in
the agreement. Such indemnification is not expected to be material to the
Company's financial condition, but could be material to the Company's results of
operations in a given period.
The disposition of the Performance Materials segment also represented the
disposal of a segment under APB 30. Accordingly, Performance Materials is being
accounted for as a discontinued operation and the revenues, costs and expenses,
assets and liabilities, and cash flows have been segregated in the accompanying
unaudited condensed consolidated statement of income, unaudited condensed
consolidated balance sheet and unaudited condensed consolidated statement of
cash flows.
DIVIDEND
The Company's current dividend level is expected to be reviewed during the
second quarter of 2002 by the Company's Board of Directors in connection with
the Engineered Industrial Products spin-off with the intent of adjusting it to
reflect a payout ratio more consistent with that of a post-spin peer group.
RESULTS OF OPERATIONS
TOTAL COMPANY
THREE MONTHS ENDED
MARCH 31,
-----------------------
2002 2001
---- ----
(IN MILLIONS)
SALES:
Aerostructures and Aviation Technical Services $ 307.2 $ 353.8
Landing Systems 262.8 289.6
Engine and Safety Systems 162.0 183.9
Electronic Systems 189.2 180.4
---------- ----------
Total Sales $ 921.2 $ 1,007.7
========== ==========
SEGMENT OPERATING INCOME:
Aerostructures and Aviation Technical Services $ 49.3 $ 52.5
Landing Systems 32.4 40.8
Engine and Safety Systems 16.7 29.9
Electronic Systems 28.1 31.5
---------- ----------
Segment Operating Income 126.5 154.7
Merger-Related and Consolidation Costs (7.5) (5.8)
Corporate General and Administrative Costs (14.7) (13.6)
---------- ----------
Total Operating Income 104.3 135.3
Net interest expense (17.1) (26.4)
Other income (expense) - net (9.3) 0.4
Income tax expense (25.7) (36.5)
Distribution on Trust preferred securities (2.6) (2.6)
---------- ----------
Income from continuing operations 49.6 70.2
Income from discontinued operations - net of taxes 0.8 102.1
---------- ----------
Net income $ 50.4 $ 172.3
========== ==========
22
Fluctuations in sales and segment operating income are discussed within the
BUSINESS SEGMENT PERFORMANCE section below.
Merger-Related and Consolidation Costs: The Company has recorded merger-related
and consolidation costs in each of the last three years. These costs are
discussed in detail above and in Note F of the accompanying unaudited condensed
consolidated financial statements.
Corporate General and Administrative Costs: Corporate general and administrative
costs, as a percent of sales, increased slightly in 2002. Such costs, as a
percent of sales, were 1.6 percent and 1.3 percent in 2002 and 2001,
respectively. The increase in costs, as a percent of sales, was primarily due to
the timing of certain expenses, salary increases, the fixed nature of these
costs given the reduction in sales period over period and higher benefit/pension
costs.
Net Interest Expense: Net interest expense decreased $9.3 million from $26.4
million in 2001 to $17.1 million in 2002. The significant decrease between
periods was due to the sale of Performance Materials during the first quarter of
2001. The Company was able to significantly reduce its short-term indebtedness
with the proceeds from the sale and began recording interest income on the
payment-in-kind ("PIK") debt securities issued by the buyer ($5.5 million of PIK
interest income in the first quarter of 2002 versus $1.8 million during the
first quarter of 2001).
Other Income(Expense) - Net: The table below allows other income(expense) - net
to be evaluated on a comparable basis.
Three Months Ended
March 31,
-------------------------
2002 2001
---- ----
(IN MILLIONS)
As reported $ (9.3) (0.4)
Gains/(losses) on sale of businesses -- 7.2
-------- --------
Adjusted Other income (expense) - net $ (9.3) $ (6.8)
======== ========
Excluding gains on the sale of businesses, other income(expense) - net was
expense of $9.3 million, and $6.8 million in 2002 and 2001, respectively. The
increase in costs in 2002 was primarily due to increased retiree healthcare
benefit costs associated with previously disposed of businesses and increased
earnings attributable to minority interests.
Income Tax Expense: The Company's effective tax rate from continuing operations
was 33.0 percent and 33.5 percent in 2002 and 2001, respectively. The decrease
in the 2002 effective tax rate was primarily attributable to the elimination of
non-deductible goodwill amortization as a result of the adoption of SFAS No.
142.
23
Income from Continuing Operations: Income from continuing operations included
various charges or gains (referred to as special items) which affected reported
earnings. Excluding the effects of special items, income from continuing
operations during the first three months of 2002 was $54.6 million, or $0.52 per
diluted share, compared with $69.3 million, or $0.65 per diluted share in 2001.
The following table presents the impact of special items on earnings per diluted
share from continuing operations. Additional information regarding
merger-related and consolidation costs can be found above and in Note F of the
accompanying unaudited condensed consolidated financial statements.
Three Months Ended
March 31,
------------------------
EARNINGS PER DILUTED SHARE 2002 2001
-------------------------- ---- ----
Income from continuing operations $ 0.47 $ 0.66
Net (gain) loss on sold businesses -- (0.05)
Restructuring and consolidation costs 0.05 0.04
------- -------
Income from continuing operations,
excluding special items $ 0.52 $ 0.65
======= =======
Income from continuing operations for the three months ended March 31, 2002
included $7.5 million ($0.05 per share) of merger-related and consolidation
costs.
Income from continuing operations for the three months ended March 31, 2002
included a $5.8 million charge ($3.8 million after-tax), or $0.04 a diluted
share for merger-related and consolidation costs and a $7.2 million gain ($4.7
million after-tax), or $0.05 a diluted share, from the sale of a portion of the
Company's interest in a business.
Three Months Ended
March 31,
----------------------------
INCOME FROM DISCONTINUED OPERATIONS 2002 2001
----------------------------------- ---- ----
(IN MILLIONS)
Performance Materials $ -- $ 91.4
Special Items - Performance Materials -- (93.5)
-------- --------
$ -- $ (2.1)
-------- --------
EIP $ 0.8 $ 10.7
Special Items - EIP 0.3 --
-------- --------
$ 1.1 $ 10.7
-------- --------
Total income from discontinued operations $ 0.8 $ 102.1
======== ========
Total income from discontinued
operations - excluding special items $ 1.1 $ 8.6
======== ========
Income from Discontinued Operations: Income from discontinued operations
decreased $101.3 million from $102.1 million in 2001 to $0.8 million in 2002,
primarily due to the gain on the sale of Performance Materials in February 2001
of $93.5, net of income taxes, which has been categorized as a special item in
the table above. Income from discontinued operations, excluding special items,
decreased $7.5 million, from $8.6 million in 2001 to $1.1 million in 2002,
primarily due to lower results at EIP.
24
EIP sales decreased $2.7 million, or 1.6 percent, from $169.6 million in the
first quarter of 2001 to $166.9 million in the first quarter of 2002. Excluding
sales associated with the Glacier Bearings business that was acquired in
September 2001, sales declined by approximately 15 percent. Weakness in the
chemical, petroleum, pulp and paper, and general industrial markets was the
primary factor behind the decrease in sales. In addition to the lower volumes,
profitability was also negatively impacted by the increased foreign competition
due to the strong U.S. dollar which drove average pricing levels down in certain
product lines, pricing pressures and an unfavorable mix of products sold.
Special items related to discontinued operations of Performance Materials, net
of tax, included $93.5 million related to the gain on sale of Performance
Materials in 2001.
Special items related to discontinued operations of EIP, net of tax, included
$0.3 million of costs during the first three months of 2002, related to
restructuring and consolidation activities.
BUSINESS SEGMENT PERFORMANCE
SEGMENT ANALYSIS
The Company's operations are classified into four reportable business segments:
Aerostructures and Aviation Technical Services; Landing Systems; Engine and
Safety Systems; and Electronic Systems.
An expanded analysis of sales and operating income by business segment follows.
Segment operating income, as recorded, is total segment revenue reduced by
operating expenses directly identifiable with that business segment. Segment
operating income, as adjusted, is total segment revenue reduced by operating
expenses directly identifiable with that business segment, except for
merger-related and consolidation costs which are presented separately (see
further discussion of merger-related and consolidation costs in Note C and Note
F, respectively, of the accompanying unaudited condensed consolidated financial
statements).
THREE MONTHS ENDED
MARCH 31,
--------------------------------------------------------
% OF SALES
---------------
2002 2001 % CHANGE 2002 2001
---- ---- -------- ---- ----
(IN MILLION)
SALES:
Aerostructures and Aviation Technical Services $ 307.2 $ 353.8 (13.2)
Landing Systems 262.8 289.6 (9.3)
Engine and Safety Systems 162.0 183.9 (11.9)
Electronic Systems 189.2 180.4 4.9
-------- --------- -----
Total Sales $ 921.2 $ 1,007.7 (8.6)
======== =========
SEGMENT OPERATING INCOME, as recorded:
Aerostructures and Aviation Technical Services $ 47.7 $ 52.5 (9.1) 15.5 14.8
Landing Systems 30.7 36.1 (15.0) 11.7 12.5
Engine and Safety Systems 14.9 29.2 (49.0) 9.2 15.9
Electronic Systems 26.0 31.5 (17.5) 13.7 17.5
-------- ---------
Segment Operating Income $ 119.3 $ 149.3 (20.1) 13.0 14.8
======== =========
SEGMENT OPERATING INCOME, as adjusted:
Aerostructures and Aviation Technical Services $ 49.3 $ 52.5 (6.1) 16.0 14.8
Landing Systems 32.4 40.8 (20.6) 12.3 14.1
Engine and Safety Systems 16.7 29.9 (44.1) 10.3 16.3
Electronic Systems 28.1 31.5 (10.8) 14.9 17.5
-------- ---------
Segment Operating Income $ 126.5 $ 154.7 (18.2) 13.7 15.4
======== =========
25
AEROSTRUCTURES AND AVIATION TECHNICAL SERVICES sales decreased $46.6 million, or
13.2 percent, from $353.8 million in the first quarter of 2001 to $307.2 million
in the first quarter of 2002. The decrease was due primarily to a decrease in
aerostructures related sales. The decrease in aerostructures related sales was
primarily attributable to reduced OE shipments (Boeing programs- approximately
$19 million; Airbus programs - approximately $17 million) and aftermarket sales
on the Super 27 program and out-of-production aircraft (approximately $12
million).
Operating income, as adjusted, decreased $3.2 million, or 6.1 percent, from
$52.5 million in 2001 to $49.3 million in 2002. The decrease was driven by the
lower sales noted above, partially offset by a favorable mix. As a result of the
favorable sales mix, the segment was able to increase its operating income
margins to 16.0 percent during 2002 versus 14.8 percent in 2001. The segment's
aviation technical services business was slightly profitable in both periods.
LANDING SYSTEMS sales decreased $26.8 million, or 9.3 percent, from $289.6
million in the first quarter of 2001 to $262.8 million in the first quarter of
2002. Sales decreased primarily due to lower landing gear and wheel and brake
sales compared to the same period a year ago. The reduced sales resulted from
reduced airline utilization and lower market demand for original equipment
following the terrorist attacks on September 11, 2001. Sales of landing gear
decreased primarily in the commercial transport market due to decreased sales of
original equipment to Boeing, primarily on the B737 next generation and B777
programs, as well as reduced pricing on several Boeing programs related to
contract extensions (through 2006) approved during mid-2001. Sales of wheels and
brakes were also lower than in the first quarter of 2001 primarily due to
reduced airline utilization in the commercial market, primarily on out of
production programs - the B727 and B737 classic programs. Aftermarket sales of
military wheels and brakes were also lower for the comparable period primarily
due to significantly increased volume in the first quarter of 2001 due to the
F16 retrofit program. Further, landing gear repair and overhaul services
decreased from the first quarter of 2001 due to airlines deferring or reducing
discretionary expenditures.
Operating income, as adjusted, decreased $8.4 million, or 20.6 percent, from
$40.8 million in the first quarter of 2001 to $32.4 million in the first quarter
of 2002. The decrease in operating income over the same period a year ago was
primarily the result of the items noted above that resulted in lower sales,
partially offset by lower sales incentives.
ENGINE AND SAFETY SYSTEMS sales for the first quarter of 2002 decreased $21.9
million, or 11.9 percent, from $183.9 million in the first quarter of 2001 to
$162.0 million in the first quarter of 2002. Sales declined in most of the
segment's product lines due to lower OE shipments as well as lower aftermarket
spares and service activities. These reductions were primarily due to weaker
economic conditions in the aerospace and power generation markets served by the
segment.
Operating income decreased $13.2 million, or 44.1 percent, from $29.9 million in
the first quarter of 2001 to $16.7 million in the first quarter of 2002. The
decrease was primarily attributable to lower volume, which not only resulted in
lower sales but increased unabsorbed overhead costs, a weaker product mix as a
result of lower aftermarket sales, an inventory adjustment at one of the
businesses, a bad debt charge related to the Fairchild Dornier insolvency
(approximately $1 million) and not yet fully realizing the cost reduction
benefits associated with the restructuring programs initiated last year,
partially offset by the elimination of goodwill amortization (approximately $2
million).
ELECTRONIC SYSTEMS SEGMENT sales increased $8.8 million, or 4.9 percent, from
$180.4 million during 2001 to $189.2 million during 2002. The increase was
driven primarily by the segment's optical and space-based businesses
(approximately $7 million) and acquisitions (approximately $12 million),
partially offset by reduced sales in the segment's other businesses (primarily
avionics products).
26
Operating income, as adjusted, decreased $3.4 million, or 10.8 percent, from
$31.5 million during 2001 to $28.1 million during 2002. The decrease in
operating income was primarily attributable to reduced demand for most of the
segment's higher margin products, increased product development expenses for
MEMS (micro-electromechanical systems) technologies and products, increased R&D
expenses on the Smart Deck Integrated Flight Controls & Display System and on
the HUMS system (helicopter health and usage management system), partially
offset by the elimination of goodwill amortization (approximately $4 million).
LIQUIDITY AND CAPITAL RESOURCES
The Company currently expects to fund expenditures for capital requirements as
well as liquidity needs from a combination of internally generated funds and
financing arrangements. The Company believes that its internally generated
liquidity, together with access to external capital resources, will be
sufficient to satisfy existing commitments and plans, and also to provide
adequate financial flexibility to take advantage of potential strategic business
opportunities should they arise within 2002.
CREDIT FACILITIES
In December 2001, the Company executed $750 million in new committed global
syndicated revolving credit agreements. These credit agreements replaced the
$600 million of committed domestic revolving credit agreements and the $80
million committed multi-currency revolving credit facility. The international
bank group providing credit under the new agreements is substantially the same
group that provided credit under the previous agreements. The new credit
facilities consist of a $425 million three-year agreement expiring in December
2004 and a $325 million 364-day agreement expiring in December 2002. Management
intends to renew the $325 million credit facility at its annual renewal and does
not anticipate any problems therein. At March 31, 2002, $600 million was unused
and available under these committed revolving credit facilities.
The Company had committed foreign lines of credit and overdraft facilities at
March 31, 2002 of $20 million, all of which was available at that date.
The Company also maintains $110 million of uncommitted domestic money market
facilities with various banks to meet short-term borrowing requirements. As of
March 31, 2002, $110 million of these facilities was unused and available. These
uncommitted credit facilities are provided by a small number of commercial banks
that also provide the Company with committed credit through the syndicated
revolving credit facilities and with various cash management, trust and other
services. As a result of these established relationships, the Company believes
that its uncommitted facilities are a highly reliable and cost-effective source
of liquidity.
Continued borrowing under the Company's credit facilities is conditioned upon
compliance with financial and other covenants set forth in the related
agreements. The Company is currently in compliance with all such covenants. The
Company's credit facilities do not contain any rating downgrade triggers that
would accelerate the maturity of the Company's indebtedness thereunder. However,
a ratings downgrade would result in an increase in the interest rate and fees
payable under the Company's syndicated revolving credit facilities. Such a
downgrade also could adversely affect the Company's ability to renew existing,
or obtain access to new, credit facilities in the future and could increase the
cost of such new facilities.
LONG-TERM FINANCING
At March 31, 2002, the Company had long-term debt of $1,302.9 million, with
maturities ranging from 2003 to 2046. Reflected as current maturities of
long-term debt at March 31, 2002 was $4.5 million of miscellaneous debt maturing
throughout 2002. The Company also retired $175 million of long-term debt when it
came due in July 2001.
27
The Company had the authority to issue up to $500 million of debt securities,
series preferred stock and common stock under its existing shelf registration
statement at March 31, 2002. Any issuance of securities pursuant to the shelf
registration statement is expected to be used for general corporate purposes.
In connection with the spin-off of the EIP segment, the Company has offered to
exchange new Company debt securities for the outstanding $300 million of
Coltec's 7.5 percent Senior Notes due 2008, which are classified within
continuing operations within the Company's condensed consolidated financial
statements. The interest rate, term, payment dates and redemption provisions of
the new Company debt securities are expected to be substantially identical to
those of the Coltec Senior Notes.
QUIPS
At March 31, 2002 there were outstanding $126.5 million of 8.3 percent
Cumulative Quarterly Income Preferred Securities, Series A ("QUIPS") issued by
BFGoodrich Capital, a Delaware business trust all of the common equity of which
is owned by the Company (the "Trust"). The QUIPS are supported by 8.3 percent
Junior Subordinated Debentures, Series A, due 2025 ("QUIPS Debentures") issued
by the Company. The Company has unconditionally guaranteed all distributions
required to be made by the Trust, but only to the extent the Trust has funds
legally available for such distributions.
TIDES
At March 31, 2002 there were outstanding $150 million of 5 1/4 percent
Convertible Preferred Securities -- Term Income Deferred Equity Securities
("TIDES") issued by Coltec Capital Trust, a Delaware business trust, all of the
common equity of which is owned by Coltec (the "Coltec Trust"). The TIDES are
supported by an equivalent aggregate principal amount of 5 1/4 percent
Convertible Junior Subordinated Deferrable Interest Debentures due April 15,
2028 ("TIDES Debentures") issued by Coltec to Coltec Capital Trust. The Company
has unconditionally guaranteed all distributions required to be made by the
Coltec Trust, but only to the extent the Coltec Trust has funds legally
available for such distributions. The Company has also unconditionally
guaranteed Coltec's obligations under the TIDES Debentures.
The TIDES are convertible at the option of the holders at any time into the
common stock of the Company at an effective conversion price of $52.33 per share
and are redeemable at Coltec's option after April 20, 2001 at 102.63 percent of
the liquidation amount declining ratably to 100 percent after April 20, 2004.
Following the spin-off, the TIDES will be convertible into a combination of
Goodrich and EnPro common stock. As the TIDES will remain as part of the EnPro
capital structure following the spin-off, amounts associated with the TIDES have
been segregated and reported as discontinued operations in the accompanying
unaudited condensed consolidated statement of income and condensed consolidated
balance sheet.
CALL OPTION
As discussed above, the $150 million of outstanding Coltec Capital Trust
convertible trust preferred securities (TIDES) will be convertible into Goodrich
and EnPro common stock following the spin-off. The value of Goodrich and EnPro
common stock may increase to the level where Coltec's cost to acquire shares in
a conversion could exceed, with no maximum, the liquidation value of the TIDES
of $150 million. To partially hedge this risk, Coltec has purchased call options
on 2,865,744 shares of Goodrich common stock at an exercise price of $52.34 per
share, which represents the total Goodrich number of shares that would be
required if all TIDES holders were to convert their securities. The call options
provide for either an adjustment to the exercise option or a cash payment, at
Coltec's option, if there is a change in the cash dividend paid on Goodrich
common stock. One-third of these call options expire in March 2005, and the
remainder expire in March 2007.
The call option is excluded from the definition of a derivative under Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" since the instruments are indexed to the Company's own
stock. Accordingly, the call options are carried at cost ($14.9 million) within
shareholder's equity. At March 31, 2002, the fair market value of the call
options was also $14.9 million.
28
CASH FLOW
The following table summarizes our cash flow activity for the three months ended
March 31, 2002 and 2001:
THREE MONTHS ENDED
MARCH 31,
---------------------------
Cash Flows From: 2002 2001
---- ----
Operating activities $ 60.3 $ (68.2)
Investing activities $ (16.1) $ (40.3)
Financing activities $ (3.2) $ (733.4)
Discontinued operations $ (23.1) $ 1,121.7
OPERATING CASH FLOWS
Operating cash flow increased by $128.5 million, from a use of $68.2 million
during the first quarter of 2001 to $60.3 million of cash generation during the
first quarter of 2002. The increase was primarily due to a better working
capital performance and the timing of income tax payments and refunds quarter
over quarter.
INVESTING CASH FLOWS
The Company used $16.1 million in investing activities during the first quarter
of 2002 versus $40.3 million during the first quarter of 2001. The decrease was
due primarily to lower capital expenditures. Acquisition and divestiture
activity produced essentially the same amount of cash flow during each quarter.
FINANCING CASH FLOWS
Financing activities consumed $3.2 million and $733.4 million of cash during the
first three months of 2002 and 2001, respectively. The primary reason for the
use of cash in 2002 was due to dividend payments, distributions on trust
preferred securities and purchases of treasury shares partially offset by cash
provided by increased short-term borrowings. The primary reason for the
increased use of cash in 2001 was the repayment of short-term indebtedness with
the proceeds from the Performance Materials sale (see discontinued operations
cash flow discussion below).
DISCONTINUED OPERATIONS CASH FLOW
Cash flow from discontinued operations decreased $1,144.8 million, from $1,121.7
million of positive cash flow during the first quarter of 2001 to a use of $23.1
million of cash during the first quarter of 2002. Performance Materials
accounted for approximately $1.1 billion of this decrease, while the remainder
of the decrease was attributable to the EIP segment. The Performance Materials
decrease was primarily attributable to the sale of the business during the first
quarter of 2001, while the decrease in cash flow attributable to the EIP segment
was primarily attributable to lower earnings and the purchase of the call option
during the first quarter of 2002 (See Note I of the accompanying unaudited
condensed consolidated financial statements for additional discussion regarding
the call option).
COMMERCIAL AIRLINE CUSTOMERS
The downturn in the commercial air transport market, exacerbated by the
terrorist attacks on September 11, 2001, has adversely affected the financial
condition of many of the Company's commercial airline customers. Many of these
customers have requested extended payment terms for future shipments and/or
reduced pricing. The Company has been reviewing, evaluating and resolving these
requests on a case by case basis. Such actions have not had a material effect on
the Company's cash flow or results of operations. The Company performs ongoing
credit evaluations on the financial condition of all of its customers and
maintain reserves for uncollectible accounts receivable based upon expected
collectibility.
29
Although the Company believes its reserves are adequate, it is not able to
predict with certainty the changes in the financial stability of these
customers. Any material change in the financial status of any one or group of
customers could have a material adverse effect on the Company's financial
condition, results of operations, or cash flows. To the extent extended payment
terms are granted to customers, it may negatively affect future cash flow.
One of the Company's customers, Fairchild Dornier, commenced insolvency
proceedings in Germany in 2002. As a result, the Company recorded a $1 million
charge during the first quarter of 2002 related to accounts receivable from
Fairchild Dornier. The Company had approximately $10 million in capitalized
pre-production and inventory costs on the Fairchild Dornier 728 and 928
integrated landing system at March 31, 2002. Recovery of these amounts is
contingent upon the continued operation of Fairchild Dornier and its continued
commitment to the 728 and 928 programs. In addition, the Company has potential
liability for supplier termination charges of $6 - $8 million on these programs.
INSURANCE COSTS AND AVAILABILITY
As a result of the terrorist attacks on September 11, 2001, and general market
conditions, the Company expects its insurance costs to increase and certain
types of coverage to be available only with significantly reduced limits and/or
less favorable terms and conditions. In particular, the Company's property and
casualty policies expire in July and August 2002, respectively, and premiums are
expected to increase significantly. The Company does not expect the cost
increase to be material to its results of operations and expects to maintain
coverage limits that are generally consistent with current levels. The Company
does, however, expect that coverage for terrorist acts, including indirect
business interruption, will deteriorate or be eliminated entirely at policy
renewal.
The Company's aircraft products liability and executive risk programs expire in
2003 and 2004, respectively, and the Company does not expect to experience any
increase in costs or disruption in policy terms for these programs until that
time.
In late September 2001, hangarkeeper's liability insurance coverage related to
war and terrorist acts was cancelled industry-wide. This insurance provides
protection against damage to a customer's property while such property is in the
Company's care, custody, and control and applies most directly to the Company's
aircraft maintenance operations. In October 2001, the Company obtained
approximately $50 million of hangarkeeper's liability coverage related to war
and terrorist acts. In addition, the Company obtained indemnification from most
of its airline customers, who are insured commercially and under a new FAA
program, for losses above the policy limit of $50 million.
CONTINGENCIES
GENERAL
There are pending or threatened against Goodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability, asbestos and
environmental matters, which seek remedies or damages. Goodrich believes that
any liability that may finally be determined with respect to such claims,
lawsuits and proceedings should not have a material effect on the Company's
consolidated financial position or results of operations. From time to time, the
Company is also involved in legal proceedings as a plaintiff involving contract,
patent protection, environmental and other matters. Gain contingencies, if any,
are recognized when they are realized.
30
ENVIRONMENTAL
Environmental liabilities are recorded when the Company's liability is probable
and the costs are reasonably estimable, which generally is not later than at
completion of a feasibility study or when the Company has recommended a remedy
or has committed to an appropriate plan of action. The accruals are reviewed
periodically and, as investigations and remediations proceed, adjustments are
made as necessary. Accruals for losses from environmental remediation
obligations do not consider the effects of inflation, and anticipated
expenditures are not discounted to their present value. The accruals are not
reduced by possible recoveries from insurance carriers or other third parties,
but do reflect anticipated allocations among potentially responsible parties at
federal Superfund sites or similar state-managed sites and an assessment of the
likelihood that such parties will fulfill their obligations at such sites. The
measurement of environmental liabilities by the Company is based on currently
available facts, present laws and regulations, and current technology. Such
estimates take into consideration the Company's prior experience in site
investigation and remediation, the data concerning cleanup costs available from
other companies and regulatory authorities, and the professional judgment of the
Company's environmental experts in consultation with outside environmental
specialists, when necessary.
The Company is subject to various domestic and international environmental laws
and regulations which may require that it investigate and remediate the effects
of the release or disposal of materials at sites associated with past and
present operations, including sites at which the Company has been identified as
a potentially responsible party under the federal Superfund laws and comparable
state laws. The Company is currently involved in the investigation and
remediation of a number of sites under these laws. Estimates of the Company's
liability are further subject to uncertainties regarding the nature and extent
of site contamination, the range of remediation alternatives available, evolving
remediation standards, imprecise engineering evaluations and estimates of
appropriate cleanup technology, methodology and cost, the extent of corrective
actions that may be required, and the number and financial condition of other
potentially responsible parties, as well as the extent of their responsibility
for the remediation. Accordingly, as investigation and remediation of these
sites proceeds, it is likely that adjustments in the Company's accruals will be
necessary to reflect new information. The amounts of any such adjustments could
have a material adverse effect on the Company's results of operations in a given
period, but the amounts, and the possible range of loss in excess of the amounts
accrued, are not reasonably estimable. Based on currently available information,
however, management does not believe that future environmental costs in excess
of those accrued with respect to sites with which the Company has been
identified are likely to have a material adverse effect on the Company's
financial condition. There can be no assurance, however, that additional future
developments, administrative actions or liabilities relating to environmental
matters will not have a material adverse effect on the Company's results of
operations in a given period.
At March 31, 2002, the Company's reserves for environmental remediation
obligations totaled $84.9 million, of which $12.0 million was included in
accrued liabilities ($1.6 million of which is classified within merger-related
and consolidation costs). Of the $84.9 million, $13.2 million is associated with
ongoing operations and $71.7 million is associated with businesses previously
disposed of or discontinued.
The timing of expenditures depends on a number of factors that vary by site,
including the nature and extent of contamination, the number of potentially
responsible parties, the timing of regulatory approvals, the complexity of the
investigation and remediation, and the standards for remediation. The Company
expects that it will expend present accruals over many years, and will complete
remediation of all sites with which it has been identified in up to thirty
years. This period includes operation and monitoring costs which are generally
incurred over 15 years.
31
TOLO LITIGATION
In May 2000, the Company and its subsidiary Rohr, Inc. ("Rohr"), were served
with complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently reduced
the punitive damage award to $24 million. The Company and Rohr have appealed the
judgment.
At the time of the purchase, the Company established a reserve of $2.4 million
relating to the amount withheld by Rohr pursuant to the stock purchase
agreement. The Company has not established an accrual for the punitive damages
award of $24 million, which was based on the plaintiff"s fraudulent concealment
claim, for the reasons set forth below.
The Company and its legal counsel believe that there were numerous points of
reversible error in the trial that make it more likely than not that the
judgment will be reversed or vacated on appeal. First, the Company believes the
plaintiffs' fraud claim is legally deficient under California law and should be
reversed. If the fraud claim is not reversed, defendants' should, at a minimum,
be granted a new trial on the fraudulent concealment claim because the trial
court permitted plaintiffs to add this claim late in the trial but did not allow
the Company to introduce evidence to defend against it. The Company also
believes that the trial court made numerous prejudicial errors regarding the
admission and exclusion of evidence relating to the fraud claims, which further
supports the grant of a new trial. And finally, the Company believes that the
trial court's directed verdict on plaintiffs' breach of contract claim should be
set aside and a new trial granted because, among other things, there was
sufficient evidence for the jury to find for the defendants on this claim.
DISCONTINUED OPERATIONS
Contingencies associated with Coltec and its subsidiaries, including
asbestos-related liabilities, are discussed in Note H to the accompanying
unaudited condensed consolidated financial statements. After the EIP spin-off is
completed, it is possible that asbestos-related claims might be asserted against
the Company on the theory that it has some responsibility for the
asbestos-related liabilities of Coltec or its subsidiaries, even though the
activities that led to those claims occurred prior to the Company's ownership of
Coltec. Also, it is possible that a claim could be asserted against the Company
that Coltec's dividend of its aerospace business to the Company prior to the
spin-off was made at a time when Coltec was insolvent or caused Coltec to become
insolvent. Such a claim could seek recovery from the Company on behalf of Coltec
of the fair market value of the dividend.
No such claims have been asserted against the Company to date. The Company
believes that it would have substantial legal defenses against any such claims.
Any such claims would require, as a practical matter, that Coltec's subsidiaries
were unable to satisfy their asbestos-related liabilities and that Coltec was
found to be responsible for these liabilities and is unable to meet its
financial obligations. The Company believes any such claims would be without
merit and that Coltec will be solvent both before and after the dividend. If the
Company is ultimately found to be responsible for the asbestos-related
liabilities of Coltec's subsidiaries, the Company believes it would not have a
material adverse effect on its financial condition, but could have a material
adverse effect on its results of operations and cash flows in a particular
period. However, because of the uncertainty as to the number, timing and
payments related to future asbestos-related claims, there can be no assurance
that any such claims would not have a material adverse effect on the Company's
financial condition, results of operations and cash flows. If a claim related to
the dividend of Coltec's aerospace business were successful, it could have a
material adverse impact on the Company's financial condition, results of
operations and cash flows.
32
GUARANTEES
The Company has guaranteed certain payments with respect to the $150 million of
TIDES. Following the spin-off of the EIP segment, the TIDES will remain
outstanding as an obligation of Coltec Capital Trust and the Company's guarantee
of certain payments with respect to the TIDES will remain an obligation of the
Company.
In addition to its guarantee of the TIDES, the Company has an outstanding
contingent liability for guaranteed debt and lease payments of $5.1 million and
for letters of credit of $36.1 million at March 31, 2002.
CERTAIN AEROSPACE CONTRACTS
As discussed above, the Company's aerostructures business has a contract with
Boeing on the B717-200 program that is subject to certain risks and
uncertainties. Based on revisions to Boeing's production rate and delivery
schedule announced by Boeing at the end of 2001, the Company reevaluated its
estimated costs to complete the B717-200 contract, its learning curve
assumptions as well as the number of aircraft expected to be delivered. As a
result of this analysis, the Company recorded a charge of $76.5 million during
the fourth quarter of 2001. This charge eliminated the remaining balance of
excess-over-average inventory costs yet to be recognized and reduced
pre-production inventory balances down to $33.7 million as of March 31, 2002.
The Company will continue to record no margin on this contract based on its
revised assumptions.
The Company's aerostructures business also re-engines 727 aircraft. The
re-engining enables operators of these aircraft meet sound attenuation
requirements as well as improve their fuel efficiency. The aerostructures
business has entered into several collateralized financing arrangements to
assist its customers and has also entered into certain off-balance sheet
financing arrangements (primarily the sale of receivables with recourse) related
to this program. As a result of the dramatic downturn in the commercial aviation
market resulting primarily from the September 11th terrorist attacks, the
Company reevaluated the recoverability of its investment in the 727 program and
recorded a charge of approximately $19 million in the fourth quarter of 2001 as
a result of this analysis. At March 31, 2002, the Company had approximately $49
million of remaining inventory on its balance sheet, as well as accounts and
notes receivable of approximately $71 million (approximately $20 million of
which is off-balance sheet and is subject to recourse provisions). Collection of
these receivables, as well as the recovery of some portion of the Company's
investment in existing inventory balances, may be negatively affected should the
overall deterioration in the commercial aerospace market continue through 2002
or if the market for re-engined Super 27 aircraft does not strengthen.
NEW ACCOUNTING STANDARDS
In June 2001, the FASB issued Statement No. 143 "Accounting for Asset Retirement
Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. It applies to legal obligations
associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal operation of a
long-lived asset, except for certain obligations of lessees. SFAS 143 is
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company has not yet determined what the effect of SFAS 143 will be
on its consolidated financial condition or results of operations.
In October 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes
FASB Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" ("SFAS 121"), however it retains the
fundamental provisions of that statement related to the recognition and
measurement of the impairment of long-lived assets to be "held and used." In
addition, SFAS 144 provides more guidance on estimating cash flows when
performing a recoverability test, requires that a long-lived asset (group) to be
disposed of other than by sale (e.g. abandoned) be classified as "held and used"
until it is disposed of, and establishes more restrictive criteria to classify
an asset (group) as "held for sale." SFAS 144 is effective for fiscal years
beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's consolidated financial condition or results of
operations.
33
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, the Company evaluates its
estimates, including those related to customer programs and incentives, product
returns, bad debts, inventories, investments, intangible assets, income taxes,
financing operations, warranty obligations, excess component order cancellation
costs, restructuring, long-term service contracts, pensions and other
post-retirement benefits, and contingencies and litigation. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.
REVENUE RECOGNITION
For revenues not recognized under the contract method of accounting, the Company
recognizes revenues from the sale of products at the point of passage of title,
which is at the time of shipment. Revenues earned from providing maintenance
service are recognized when the service is complete.
CONTRACT ACCOUNTING - PERCENTAGE OF COMPLETION
Revenue Recognition
The Company also has sales under long-term, fixed-priced contracts, many of
which contain escalation clauses, requiring delivery of products over several
years and frequently providing the buyer with option pricing on follow-on
orders. Sales and profits on each contract are recognized in accordance with the
percentage-of-completion method of accounting, using the units-of-delivery
method. The Company follows the guidelines of Statement of Position 81-1 ("SOP
81-1"), "Accounting for Performance of Construction-Type and Certain
Production-Type Contracts" (the contract method of accounting) except that the
Company's contract accounting policies differ from the recommendations of SOP
81-1 in that revisions of estimated profits on contracts are included in
earnings under the reallocation method rather than the cumulative catch-up
method. Under the reallocation method, the impact of revisions in estimates is
recognized ratably over the remaining life of the contract, while under the
cumulative catch-up method such impact would be recognized immediately. To the
extent the Company were to make a significant acquisition that used the
cumulative catch-up method to record revisions in estimated profits on
contracts, it would be required to change its current method of accounting. Such
a change would be recorded as a change in accounting principle and would most
likely result in the restatement of prior periods in accordance with APB 20.
Profit is estimated based on the difference between total estimated revenue and
total estimated cost of a contract, excluding that reported in prior periods,
and is recognized evenly in the current and future periods as a uniform
percentage of sales value on all remaining units to be delivered. Current
revenue does not anticipate higher or lower future prices but includes units
delivered at actual sales prices. Cost includes the estimated cost of the
preproduction effort (primarily tooling and design), plus the estimated cost of
manufacturing a specified number of production units. The specified number of
production units used to establish the profit margin is predicated upon
contractual terms adjusted for market forecasts and does not exceed the lesser
of those quantities assumed in original contract pricing, or those quantities
which the Company now expects to
34
deliver in the timeframe/periods assumed in the original contract pricing. The
Company's policies only allow the estimated number of production units to be
delivered to exceed the quantity assumed within the original contract pricing
when the Company receives firm orders for additional units. The timeframe/period
assumed in the original contract pricing is generally equal to the period
specified in the contract. If the contract is a "life of program" contract, then
such period is equal to the time period used in the original pricing model which
generally equals the time period required to recover the Company's
pre-production costs. Option quantities are combined with prior orders when
follow-on orders are released.
The contract method of accounting involves the use of various estimating
techniques to project costs at completion and includes estimates of recoveries
asserted against the customer for changes in specifications. These estimates
involve various assumptions and projections relative to the outcome of future
events, including the quantity and timing of product deliveries. Also included
are assumptions relative to future labor performance and rates, and projections
relative to material and overhead costs. These assumptions involve various
levels of expected performance improvements. The Company reevaluates its
contract estimates periodically and reflects changes in estimates in the current
and future periods under the reallocation method.
Included in sales are amounts arising from contract terms that provide for
invoicing a portion of the contract price at a date after delivery. Also
included are negotiated values for units delivered and anticipated price
adjustments for contract changes, claims, escalation and estimated earnings in
excess of billing provisions, resulting from the percentage-of-completion method
of accounting. Certain contract costs are estimated based on the learning curve
concept discussed below.
Inventory
Inventoried costs on long-term contracts include certain preproduction costs,
consisting primarily of tooling and design costs and production costs, including
applicable overhead. The costs attributed to units delivered under long-term
commercial contracts are based on the estimated average cost of all units
expected to be produced and are determined under the learning curve concept,
which anticipates a predictable decrease in unit costs as tasks and production
techniques become more efficient through repetition. This usually results in an
increase in inventory (referred to as "excess-over average") during the early
years of a contract.
If in-process inventory plus estimated costs to complete a specific contract
exceeds the anticipated remaining sales value of such contract, such excess is
charged to current earnings, thus reducing inventory to estimated realizable
value.
SALES INCENTIVES
The Company offers sales incentives to certain commercial customers in
connection with sales contracts. These incentives may consist of upfront cash
payments, merchandise credits and/or free products. The cost of these incentives
is recognized in the period incurred unless it is specifically guaranteed of
recovery within the contract by the customer. If the contract contains such a
guarantee, then the cost of the sales incentive is capitalized and amortized
over the contract period.
35
ASBESTOS
The Company records an accrual for asbestos-related matters that are deemed
probable and can be reasonably estimated, which consist of settled claims and
actions in advanced stages of processing. The Company also records an asset
equal to the amount of those liabilities that is expected to be recovered by
insurance.
In accordance with internal procedures for the processing of asbestos product
liability actions and due to the proximity to trial or settlement, certain
outstanding actions progress to a stage where the cost to dispose of these
actions can reasonably be estimated. These actions are classified as actions in
advanced stages. With respect to outstanding actions that are in preliminary
procedural stages, as well as any actions that may be filed in the future,
insufficient information exists upon which judgments can be made as to the
validity or ultimate disposition of such actions, thereby making it difficult to
reasonably estimate what, if any, potential liability or costs may be incurred.
Accordingly, no estimate of future liability has been included for such claims.
See Note H of the accompanying unaudited condensed consolidated financial
statements for additional discussion of asbestos matters.
36
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements made in this document are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 regarding
the Company's future plans, objectives, and expected performance. Specifically,
statements that are not historical facts, including statements accompanied by
words such as "believe," "expect," "anticipate," "intend," "estimate" or "plan",
are intended to identify forward-looking statements and convey the uncertainty
of future events or outcomes. The Company cautions readers that any such
forward-looking statements are based on assumptions that the Company believes
are reasonable, but are subject to a wide range of risks, and actual results may
differ materially.
Important factors that could cause actual results to differ include, but are not
limited to:
o global demand for aircraft spare parts and aftermarket services;
o the impact of the terrorist attacks on September 11, 2001 and their
aftermath;
o the timing related to restoring consumer confidence in air travel;
o the health of the commercial aerospace industry, including the impact
of bankruptcies in the airline industry;
o the extent to which the Company is able to achieve savings from its
restructuring plans;
o the timing and successful completion of the spin-off of the Company's
Engineered Industrial Products business including:
o the successful completion of Coltec's dividend of its aerospace
business to the Company;
o the solvency of Coltec at the time of and subsequent to the EIP
spin-off;
o demand for and market acceptance of new and existing products,
including potential cancellation of orders by commercial customers;
o successful development of advanced technologies;
o competitive product and pricing pressures;
o continued operation of Fairchild Dornier and commitment to the 728 and
928 programs;
o SFAS No. 142 goodwill impairment analysis;
o domestic and foreign government spending, budgetary and trade
policies;
o economic and political changes in international markets where the
Company competes, such as changes in currency exchange rates,
inflation rates, recession and other external factors over which the
Company has no control; and
o the outcome of contingencies (including completion of acquisitions,
divestitures, litigation and environmental remediation efforts).
The Company cautions you not to place undue reliance on the forward-looking
statements contained in this document, which speak only as of the date on which
such statements were made. The Company undertakes no obligation to release
publicly any revisions to these forward-looking statements to reflect events or
circumstances after the date on which such statements were made or to reflect
the occurrence of unanticipated events.
37
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain market risks as part of its ongoing business
operations, including risks from changes in interest rates and foreign currency
exchange rates, that could impact its financial condition, results of operations
and cash flows. The Company manages its exposure to these and other market risks
through regular operating and financing activities, and on a limited basis,
through the use of derivative financial instruments. The Company intends to use
such derivative financial instruments as risk management tools and not for
speculative investment purposes. The Company's discussion of Market Risk in its
2001 Annual Report on Form 10-K provides more discussion as to the types of
instruments used to manage risk. The following provides a discussion of
significant changes during 2002:
FOREIGN CURRENCY EXPOSURE The Company is exposed to foreign currency risks that
arise from normal business operations. These risks include the translation of
local currency balances of the Company's foreign subsidiaries, intercompany
loans with foreign subsidiaries and transactions denominated in foreign
currencies. The Company's objective is to minimize its exposure to these risks
through its normal operating activities and, where appropriate, through foreign
currency forward exchange contracts.
One of the Company's subsidiaries conducts a substantial portion of its business
in Euros but has significant sales contracts that are denominated in US dollars.
In March 2002, the Company entered into 21 individual forward contracts to
exchange US dollars for Euros. A contract will mature each month between April
2002 and December 2003. The forward contracts are used to mitigate the potential
volatility to cash flow arising from changes in currency exchange rates.
At March 31, 2002, a hypothetical unfavorable change in exchange rates of 10
percent would decrease the value of the forward contracts by approximately $4
million.
CALL OPTION
As discussed in Note H of the accompanying unaudited condensed consolidated
financial statements, the TIDES will be convertible into Goodrich and EnPro
common stock following the EIP spin-off. The value of Goodrich and EnPro common
stock may increase to the level where Coltec's cost to acquire Goodrich shares
after the spin-off in a conversion could exceed, with no maximum, the
liquidation value of the TIDES of $150 million. Coltec has purchased call
options on 2,865,744 shares of Goodrich common stock with an exercise price of
$52.34 per share, which represents the total Goodrich number of shares that
would be required if all TIDES holders convert. The call options provide for
either an adjustment to the exercise price or a cash payment, at Coltec's
option, if there is a change in the cash dividends paid on Goodrich common
stock. One-third of these call options expire in March 2005, and the remainder
expire in March 2007.
38
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and certain of its subsidiaries are defendants in various lawsuits
involving asbestos-containing products. In addition, the Company has been
notified that it is among potentially responsible parties under federal
environmental laws, or similar state laws, relative to the cost of investigating
and in some cases remediating contamination by hazardous materials at several
sits. See Notes H and L to the accompanying unaudited condensed consolidated
financial statements, which are incorporated herein by reference.
In May 2000, the Company and its subsidiary Rohr, Inc. ("Rohr"), were served
with complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently reduced
the punitive damage award to $24 million. The Company and Rohr have appealed the
judgment.
At the time of the purchase, the Company established a reserve of $2.4 million
relating to the amount withheld by Rohr pursuant to the stock purchase
agreement. The Company has not established an accrual for the punitive damages
award of $24 million, which was based on the plaintiff"s fraudulent concealment
claim, for the reasons set forth below.
The Company and its legal counsel believe that there were numerous points of
reversible error in the trial that make it more likely than not that the
judgment will be reversed or vacated on appeal. First, the Company believes the
plaintiffs' fraud claim is legally deficient under California law and should be
reversed. If the fraud claim is not reversed, defendants' should, at a minimum,
be granted a new trial on the fraudulent concealment claim because the trial
court permitted plaintiffs to add this claim late in the trial but did not allow
the Company to introduce evidence to defend against it. The Company also
believes that the trial court made numerous prejudicial errors regarding the
admission and exclusion of evidence relating to the fraud claims, which further
supports the grant of a new trial. And finally, the Company believes that the
trial court's directed verdict on plaintiffs' breach of contract claim should be
set aside and a new trial granted because, among other things, there was
sufficient evidence for the jury to find for the defendants on this claim.
39
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10(JJ) 2002 - 2004 Long-Term Incentive Plan Summary Plan Description
and form of award agreement.
(b) Reports on Form 8-K.
The following Current Reports on Form 8-K were filed by the Company
during the quarter ended March 31, 2002:
Current Report on Form 8-K filed January 30, 2002 relating to (a) the
announcement of the Company's earnings for the three-month and full-year periods
ended December 31, 2001 and (b) excerpts from presentation materials used at the
Bear Stearns Ninth Annual Commercial Aerospace & Defense Conference (Item 9).
Current Report on Form 8-K filed February 13, 2002, relating to the Company's
restated consolidated financial statements at December 31, 2000 and 1999 and for
the years ended December 31, 2000, 1999 and 1998, which have been reclassified
to reflect the Engineered Industrial Products segment as a discontinued
operation for all periods presented. (Item 5).
40
SIGNATURE
Pursuant to the requirements 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.
May 10, 2002 Goodrich Corporation
/S/ULRICH SCHMIDT
-----------------------------
Ulrich Schmidt
Senior Vice President and
Chief Financial Officer
/S/ROBERT D. KONEY, JR.
-----------------------------
Robert D. Koney, Jr.
Vice President & Controller
(Chief Accounting Officer)
41