SELECTED FINANCIAL DATA Coltec Industries Inc 1995 Annual Report The following table sets forth selected financial data of Coltec for the five years ended December 31, 1995. The selected financial data, with the exception of order backlog and employee data, were derived from the financial statements of Coltec, certain of which statements have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report included elsewhere herein. YEAR ENDED DECEMBER 31, (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) 1995 1994 1993 1992 1991 STATEMENT OF EARNINGS DATA: Sales $1,401.9 $1,326.8 $1,334.8 $1,368.7 $1,373.0 Operating income(a) 197.7 236.3 211.7 243.1 229.0 Earnings before interest, income taxes and extraordinary item 197.7 236.3 211.7 243.1 230.4 Interest and debt expense, net 89.9 89.5 110.2 135.8 199.9 Provision for income taxes 36.6 52.8 36.3 42.6 28.3 Earnings before extraordinary item(a) 71.2 94.0 65.2 64.7 2.2 Extraordinary item(b) (.3) (1.5) (17.8) (106.9) .6 Net earnings (loss) 70.9 92.5 47.4 (42.2) 2.8 Earnings (loss) per common share: Before extraordinary item 1.02 1.35 .94 1.11 .09 Extraordinary item -- (.02) (.26) (1.83) .02 Net earnings (loss) 1.02 1.33 .68 (.72) .11 Ratio of earnings to fixed charges(c) 2.2 2.6 1.9 1.8 1.2 BALANCE SHEET DATA (AT END OF PERIOD): Working capital 208.9 189.6 163.1 95.3 168.8 Total assets 894.5 847.5 796.5 817.9 823.2 Long-term debt (including current portion) 945.8 970.1 1,033.6 1,122.1 1,622.9 Shareholders' equity (453.8) (525.6) (625.5) (666.6) (1,194.5) OTHER OPERATING DATA: Operating margin(a) 14.1% 17.8% 15.9% 17.8% 16.7% Cash provided by operating activities 91.0 98.2 105.2 119.9 149.2 Capital expenditures 42.5 38.2 38.6 25.0 26.2 Depreciation of property, plant and equipment 32.5 31.1 33.2 35.3 36.9 Order backlog (at end of period) 727.7 668.8 669.7 709.1 808.8 Number of employees (at end of period) 9,600 9,800 10,000 10,700 11,400 (A) OPERATING INCOME FOR 1995 INCLUDED A SPECIAL CHARGE OF $27.0 MILLION PRIMARILY TO COVER THE COSTS OF CLOSING THE WALBAR COMPRESSOR BLADE FACILITY IN CANADA. IT IS ANTICIPATED THAT THIS FACILITY WILL BE CLOSED BY THE END OF 1996. THE CHARGE ALSO COVERED SELECTED REDUCTIONS IN WORK FORCE THROUGHOUT THE COMPANY. IF THE SPECIAL CHARGE WAS EXCLUDED, OPERATING INCOME, EARNINGS BEFORE EXTRAORDINARY ITEM AND THE OPERATING MARGIN WOULD HAVE BEEN $224.7 MILLION, $88.7 MILLION AND 16.0%, RESPECTIVELY, IN 1995. OPERATING INCOME FOR 1993 INCLUDED A SPECIAL CHARGE OF $25.2 MILLION TO COVER THE COST OF CONSOLIDATION AND REARRANGEMENT OF CERTAIN MANUFACTURING FACILITIES AND RELATED REDUCTIONS IN WORK FORCE, PRIMARILY IN THE AEROSPACE/GOVERNMENT SEGMENT, AS WELL AS AT CENTRAL MOLONEY TRANSFORMER DIVISION. IF THE SPECIAL CHARGE WAS EXCLUDED, OPERATING INCOME, EARNINGS BEFORE EXTRAORDINARY ITEM AND THE OPERATING MARGIN WOULD HAVE BEEN $236.9 MILLION, $80.5 MILLION AND 17.7%, RESPECTIVELY, IN 1993. CENTRAL MOLONEY WAS SOLD IN JANUARY 1994. (B) COLTEC RECOGNIZED EXTRAORDINARY CHARGES IN EACH OF THE FIVE YEARS ENDED DECEMBER 31, 1995, IN CONNECTION WITH DEBT REFINANCINGS AND EARLY RETIREMENT OF DEBT AND, IN 1992 IN CONNECTION WITH A RECAPITALIZATION. (C) FOR PURPOSES OF CALCULATING THE RATIO OF EARNINGS TO FIXED CHARGES, EARNINGS ARE DETERMINED BY ADDING FIXED CHARGES (EXCLUDING CAPITALIZED INTEREST) AND INCOME TAXES TO EARNINGS BEFORE EXTRAORDINARY ITEM. FIXED CHARGES CONSIST OF INTEREST EXPENSE, CAPITALIZED INTEREST AND THAT PORTION OF RENTAL EXPENSE DEEMED TO BE REPRESENTATIVE OF THE INTEREST FACTOR. 19 FINANCIAL REVIEW COLTEC INDUSTRIES INC 1995 ANNUAL-REPORT RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1995, COMPARED WITH YEAR ENDED DECEMBER 31, 1994 Earnings before extraordinary item for 1995 were $71.2 million, equal to $1.02 per common share, or $88.7 million and $1.27 per common share, excluding the $27.0 million special charge. This compared with earnings before extraordinary item of $94.0 million, or $1.35 per common share, in 1994. Sales were $1,401.9 million compared with $1,326.8 million in 1994. Operating income for 1995 was $197.7 million and the operating margin was 14.1%. However, excluding the special charge, operating income was $224.7 million and the operating margin was 16.0%. This compared with operating income of $236.3 million and an operating margin of 17.8% in 1994. The 1995 earnings decline was due to weakness in the Automotive segment which more than offset the improved performances in the Aerospace/Government and Industrial segments and the lower effective tax rate in 1995. The Aerospace/Government segment reported a 29% decline in operating income in 1995 on a 15% sales increase and an operating margin of 9.9% compared with 16.0% in 1994. Excluding the special charge, operating income improved 6% and the segment's operating margin was 14.7%. For 1995, operating income was $48.1 million, $71.5 million excluding the special charge, on sales of $486.5 million. This compared with operating income of $67.7 million on sales of $422.1 million in 1994. The segment benefited from increasing strength in the aerospace industry, as divisions serving this market reported increases of 9% in operating income, 12% in sales and 52% in order input. However, the segment's operating margin was impacted by continued start-up costs on the Alco engine product line and lower aftermarket sales to standby nuclear generator facilities at Fairbanks Morse Engine. The Automotive segment saw its sales and operating income slip 4% and 19%, respectively, from a very strong 1994, but still achieved a 19.0% operating margin. The 1994 margin of 22.4% was the second highest in the segment's history. Operating income for the Automotive segment was $92.8 million in 1995 on sales of $487.8 million compared with $114.2 million of operating income in 1994 on sales of $508.7 million. Operating results for the segment were affected by the adverse industry pricing environment and a decline in sales of vehicles that use Coltec components. The Industrial segment reported strong sales and operating income increases in 1995, with improvement coming from most of its businesses. The segment achieved a record 22.5% operating margin, compared with 22.2% in 1994, a 9% improvement in operating income and an 8% increase in sales. Segment operating income was $96.5 million and sales were $428.9 million, compared with operating income of $88.4 million and sales of $397.7 million in 1994. The higher operating results in the Industrial segment were driven by a strong domestic industrial economy and new product introductions. Sales and earnings gains were reported by Quincy Compressor, Garlock Bearings, Garlock Mechanical Packing, France Compressor Products, Garlock Valves & Industrial Plastics, Plastomer Products, Ortman Fluid Power, Haber Tool and Sterling Die. Following is a discussion of the results of operations for the year ended December 31, 1995, compared with the year ended December 31, 1994. SALES. For 1995, sales totaled $1,401.9 million or 6% higher than the $1,326.8 million in 1994. In the Aerospace/Government segment, sales increased to $486.5 million from $422.1 million in 1994 reflecting the strengthening conditions in the aerospace industry as well as higher engine shipments at Fairbanks Morse Engine. At Menasco, sales were higher on increased shipments of landing gear systems for the Boeing 777, Fokker 70 and 100, and McDonnell Douglas MD-80 aircraft; and flight controls for the Fokker 100 and Canadair RJ aircraft. In 1995, Menasco delivered 20 shipsets of landing gear systems for the Boeing 777 compared with 13 in 1994 and 3 in 1993. In addition, Menasco began deliveries in 1995 of landing gear for the McDonnell Douglas F-15 fighter. This business was acquired in June 1995 from AlliedSignal Inc ('AlliedSignal'). Fairbanks Morse Engine reported higher shipments of engines for the U.S. Navy Landing Ship Dock and Sealift programs and began deliveries in 1995 of Alco engines, a business acquired in 1994. Sales were higher at Delavan Gas Turbine Products on increased demand for fuel nozzles and overhaul services to regional airlines. At Walbar, sales were up on increased shipments of turbine blades and vanes for commercial aircraft engines, and components and assemblies for the locomotive turbocharger market. The sales improvement at Chandler Evans Control Systems was due to higher selling prices and to increased shipments of fuel pumps for the Taiwanese Fighter program and spare units to the foreign military market. Automotive segment sales declined to $487.8 million from $508.7 million in 1994, reflecting the adverse industry pricing environment and a decline in sales of vehicles that use Coltec components. At Holley Automotive, sales were down due to pricing concessions; lower demand for throttle bodies, transmission solenoids and manifold assemblies; and the continuing phaseout of the mechanical emission- control air pump. The division's sales decline was offset in part by higher sales of oil pumps and electric emission-control air pumps. Sales were lower for Stemco Truck Products' wheel lubrication systems to the truck and trailer aftermarket; and for Farnam 20 Sealing Systems' gaskets to original equipment manufacturers and the automotive aftermarket. Holley Performance Products reported higher sales in 1995 on increased consumer demand and market penetration for high-performance and remanufactured carburetors. Sales were up at Performance Friction Products on increased shipments of synchronizer kits to the truck aftermarket. For 1995, sales for the Industrial segment were $428.9 million compared with $397.7 million in 1994. The higher sales reflected the strength of the industrial sector of the U.S. economy, new product introductions and improved market conditions in Europe. Quincy Compressor reported record sales in 1995 on strong demand for rotary screw air compressors and on the increased level of compressor parts and accessories business. At Garlock Mechanical Packing, sales were higher on improved pricing and increased demand in the U.S. market for KLOZURE oil seals, cut gaskets and GYLON gasketing products. Also contributing to the division's sales improvement was higher international sales. In December 1995, Garlock Mechanical Packing acquired certain assets of Furon Company's ('Furon') metallic gasket business. This business manufactures gaskets for high- temperature applications, primarily as replacement components in the chemical processing industry. Garlock Bearings reported record sales in 1995 on the continued development of new applications for its DU bearings and on strong demand for both DU and DX bearings from the automotive and truck markets. Sales were higher at Haber Tool due mainly to increased demand from the automotive market and at Plastomer Products on increased shipments of PTFE insulating tape to the aerospace market. The higher sales at France Compressor Products and Garlock Valves & Industrial Plastics reflected improved conditions in both the U.S. and European economies. COST OF SALES. Cost of sales increased 10% in 1995 and, as a percent of sales, increased to 69.9% from 67.2% in 1994. This increase reflected the higher sales volume in the Aerospace/Government and Industrial segments, and higher than expected start-up costs on the Alco engine product line at Fairbanks Morse Engine. Also contributing to the increase were higher material cost and depreciation expense, increased spending to develop new products and competitive pressures limiting price increases. These adverse cost factors were offset in part by manufacturing efficiencies and other savings achieved as part of Coltec's cost-reduction efforts. SELLING AND ADMINISTRATIVE EXPENSE. Selling and administrative expense, including other income and expense, was level in 1995 compared with 1994, but as a percent of sales, selling and administrative expense declined to 14.1% from 15.0% in 1994. Coltec's continued emphasis on controlling costs kept these expenses comparable to prior year levels. SPECIAL CHARGE. In the third quarter of 1995, Coltec recorded a special charge of $27.0 million, primarily to cover the costs of closing the Walbar compressor blade facility in Canada. It is anticipated that this facility will be closed by the end of 1996. The charge also covered selected reductions in work force throughout Coltec covering approximately 520 employees, all of whom have been terminated or notified of their termination at December 31, 1995. The special charge includes $9.1 million for the cancellation of contractual obligations resulting from the decision to close the Walbar facility, $7.8 million for asset writedowns, $5.1 million for severance and employee-related costs and $5.0 million for other costs necessary to implement the shutdown of the Walbar facility and other actions. Charges of $8.9 million were recorded against this reserve in 1995. INTEREST AND DEBT EXPENSE. The $.4 million increase in interest and debt expense in 1995 was due to higher interest rates offset in part by repayment of long- term debt. PROVISION FOR INCOME TAXES. The effective income tax rate for 1995 was 34% compared with 36% in 1994. The lower effective tax rate for 1995 was due to the adjustment of reserves and the utilization of tax credits. EXTRAORDINARY ITEM. In 1995, Coltec incurred extraordinary charges of $.3 million in connection with the early retirement of debt. YEAR ENDED DECEMBER 31, 1994, COMPARED WITH YEAR ENDED DECEMBER 31, 1993 For 1994, earnings before extraordinary item were $94.0 million compared with $65.2 million in 1993; and earnings per share before extraordinary item were $1.35 per common share compared with 94 cents per common share in 1993. Excluding a special charge of $25.2 million, earnings before extraordinary item in 1993 were $80.5 million, equal to $1.16 per common share. The higher 1994 earnings were due to a significant reduction in interest expense which resulted from refinancing bank debt in January 1994, as well as to strong performances by the Automotive and Industrial segments. Sales of $1,326.8 million were slightly less than the $1,334.8 million in 1993. However, excluding the sales of the Central Moloney Transformer Division, sales were up 4% from $1,270.6 million last year. Operating income was $236.3 million and the operating margin was 17.8% in 1994 compared with operating income of $211.7 million and an operating margin of 15.9% in 1993. Excluding the $25.2 million special charge and Central Moloney Transformer, operating income was $238.0 million and the operating margin was 18.7% in 1993. Central Moloney Transformer was sold in January 1994 at a price approximating book value. 21 Aerospace/Government segment operating income was level compared with 1993 on a 7% decline in sales, and the operating margin was 16.0% compared with 15.0% in 1993. Excluding the special charge, operating income was down 21% and the 1993 operating margin was 18.9%. Operating income for the Aerospace/ Government segment was $67.7 million on sales of $422.1 million, compared with operating income of $67.8 million, $85.5 million excluding the special charge, on sales of $453.3 million in 1993. The Aerospace/Government segment continued to be affected in 1994 by the difficult market conditions in the aerospace industry, reflecting fewer deliveries of commercial aircraft and the downward trend in military spending. Also contributing to the lower segment results were a gap in shipments for U.S. Navy programs at the Fairbanks Morse Engine and production inefficiencies at Walbar. In the Automotive segment, operating income improved 12% on a 14% sales increase and the operating margin was 22.4% compared with 23.0% in 1993. Excluding the special charge, operating income improved 8% and the operating margin was 23.8% in 1993. Operating income and sales for the Automotive segment were $114.2 million and $508.7 million, respectively, in 1994. This compared with operating income of $102.4 million, $106.2 million excluding the special charge, and sales of $445.7 million in 1993. The operating results for the Automotive segment benefited from a strong automotive industry and from increased applications for segment components. The Industrial segment reported a 16% improvement in operating income and a 22.2% operating margin in 1994, compared with 17.4% in 1993. Sales for the Industrial segment declined 9%, in 1994; however, excluding the special charge and Central Moloney Transformer, sales were up 5%; operating income improved 9%, and the operating margin was 22.4% compared with 21.7% in 1993. Segment operating income was $88.4 million, and sales were $397.7 million compared with operating income of $75.9 million and sales of $436.7 million in 1993. Excluding the special charge and Central Moloney Transformer, operating income and sales were $80.7 million and $372.5 million, respectively, in 1993. Following is a discussion of the results of operations for the year ended December 31, 1994, compared with the year ended December 31, 1993. SALES. Sales of $1,326.8 million were slightly less than the $1,334.8 million in 1993 but 4% higher after excluding Central Moloney Transformer. Sales in the Aerospace/Government segment were $422.1 million compared with $453.3 million in 1993. The sales decline reflected the continued general weakness in the aerospace industry and lower military sales. Sales at Menasco were down in 1994 due to lower shipments of flight controls for the Fokker 100 aircraft and landing gear systems for the Boeing 757 and 767 aircraft. Sales of landing gear systems in total were slightly higher in 1994 reflecting shipments on new programs for the Boeing 777 aircraft and the Fokker 70 and 100 aircraft. Sales were lower at Fairbanks Morse Engine due to a gap in shipments for U.S. Navy programs. Sales were down at Chandler Evans Control Systems due to lower demand for fuel controls from both commercial and military markets; and at Walbar, due to lower shipments of blades and rotating parts for gas turbine engines to aircraft engine manufacturers. The sales decline at Walbar was offset in part by strong demand for repair and coating services for gas turbine engine components. Delavan Gas Turbine Products reported lower sales in 1994 on continued reductions in defense spending. Sales for the Automotive segment increased 14% to $508.7 million, reflecting a strong automotive industry and increased applications for segment components. All divisions within the Automotive segment reported increased sales in 1994. Sales were higher at Holley Automotive on strong market acceptance for new transmission solenoid products that were introduced in 1992 and 1993 and on increased demand for transmission modulators and manifold assemblies. Also contributing to the division's sales increase were higher shipments of oil pumps and both mechanical and electric emission-control air pumps. The higher sales of electric emission-control air pumps reflected the acquisition late in 1993 of General Motors' air pump manufacturing operation and Holley Automotive becoming sole source of these components to the automaker's North American operations. The sales improvement at Farnam Sealing Systems was due to strong demand for transmission gaskets and seals from both original equipment manufacturers and the aftermarket. Contributing to the higher sales at Stemco Truck Products were increased shipments of wheel lubrication systems and muffler and exhaust system components to manufacturers of heavy trucks and trailers and selected price increases. Shipments were up at Holley Performance Products on improved pricing and higher shipments of performance carburetors and fuel injection systems, reflecting increased consumer spending in 1994. Industrial segment sales were $397.7 million in 1994 compared with $436.7 million in 1993. However, excluding Central Moloney Transformer, sales increased 5% to $392.9 million from $372.5 million in 1993. The higher sales reflected continuing improvements in the markets served by our Industrial businesses, as well as selected price increases and new product introductions. Quincy Compressor reported increased sales of compressors on improved market conditions, increased market penetration and higher selling 22 prices. At Garlock Bearings, sales were higher as a result of new applications for DU bearings and greater demand for bearings from all markets served. The sales improvement at Delavan Commercial Products was due to higher shipments of oil burner nozzles to the home heating market, price increases and the introduction of new products. Strong demand for metal-cutting and metal-forming tools from the automotive industry resulted in the strong sales improvement at Sterling Die and Haber Tool. Sales at Garlock Mechanical Packing and France Compressor Products benefited from improved market conditions in the chemical and petroleum industries, higher selling prices and new product introductions. The increase in Industrial segment sales was offset in part by lower demand for Plastomer Products PTFE insulating tape from the aerospace market. COST OF SALES. Cost of sales declined slightly in 1994; however, excluding Central Moloney, cost of sales was 5% higher. This increase reflected the higher sales volume in the Automotive and Industrial segments as well as production inefficiencies at Walbar. Also contributing to the increase in cost of sales were higher manufacturing costs at Fairbanks Morse Engine attributable to the Alco engine business, increased spending for research and development, and higher maintenance costs. The higher cost was offset in part by benefits realized from cost-reduction programs and from the consolidation and rearrangement program that was completed in 1994. As a percent of sales, cost of sales increased to 67.2% from 66.6%, after excluding Central Moloney. SELLING AND ADMINISTRATIVE EXPENSE. Selling and administrative expense, including other income and expense, increased 3% in 1994 and, after excluding Central Moloney, the increase was 6%. This increase was due mainly to higher state and local income taxes and to the recovery in 1993 of previously incurred engineering expense by Holley Automotive. The higher selling and administrative expense was offset in part by cost savings resulting from reductions in the sales force at Garlock Mechanical Packing. As a percent of sales, selling and administrative expense increased to 15.0% in 1994 from 14.7% in 1993, after excluding Central Moloney. INTEREST AND DEBT EXPENSE, Net. Interest and debt expense, net declined $20.7 million or 19% in 1994 due to lower borrowing costs, under the new credit agreement entered into in January 1994, and to repayments of long-term debt. PROVISION FOR INCOME TAXES. The effective income tax rate for 1994 was 36.0% compared with 35.75% for 1993. EXTRAORDINARY ITEM. Coltec incurred extraordinary charges of $1.5 million in 1994 in connection with the early retirement of debt and $17.8 million in 1993 in connection with debt refinancings and the early retirement of debt. INDUSTRY SEGMENT INFORMATION Following are the major products in each industry segment: Aerospace/Government: Menasco landing gear and flight control actuation systems; Fairbanks Morse large diesel and dual-fuel engines; Walbar blades, vanes and discs for jet and other gas turbine engines; Chandler Evans fuel pumps and control systems; Delavan gas turbine products; Lewis Engineering cockpit instrumentation and sensors. Automotive: Holley Automotive fuel injection components and solenoids, air and oil pumps; Holley Performance carburetors and fuel injection components; Stemco truck products; Farnam gaskets and seals; Performance Friction gears, synchronizers and clutch plates. Industrial: Garlock seals, gaskets, packings, bearings, valves and tape; Quincy air compressors; Delavan spray nozzles; France compressor products; Haber and Sterling dies; Ortman Fluid Power cylinders. 23 The following table shows financial information by industry segment for the five years ended December 31, 1995. YEAR ENDED DECEMBER 31, (DOLLARS IN MILLIONS) 1995 1994 1993 1992 1991 Sales: Aerospace/Government $ 486.5 $ 422.1 $ 453.3 $ 523.7 $ 562.8 Automotive 487.8 508.7 445.7 402.6 372.6 Industrial(a) 428.9 397.7 436.7 443.8 439.3 Intersegment elimination(b) (1.3) (1.7) (.9) (1.4) (1.7) Total $ 1,401.9 $ 1,326.8 $ 1,334.8 $ 1,368.7 $ 1,373.0 Operating income(c): Aerospace/Government $ 48.1 $ 67.7 $ 67.8 $ 102.1 $ 109.6 Automotive 92.8 114.2 102.4 85.1 59.3 Industrial(a) 96.5 88.4 75.9 84.4 80.2 Total segments 237.4 270.3 246.1 271.6 249.1 Corporate unallocated(d) (39.7) (34.0) (34.4) (28.5) (20.1) Operating income $ 197.7 $ 236.3 $ 211.7 $ 243.1 $ 229.0 Operating margin(c): Aerospace/Government 9.9% 16.0% 15.0% 19.5% 19.5% Automotive 19.0 22.4 23.0 21.1 15.9 Industrial(a) 22.5 22.2 17.4 19.0 18.3 Total 14.1% 17.8% 15.9% 17.8% 16.7% Return on total assets(c)(e): Aerospace/Government 10.8% 16.8% 17.6% 26.3% 26.7% Automotive 71.1 88.2 82.2 71.8 48.1 Industrial(a) 52.6 53.8 42.1 45.2 42.2 Total 22.1% 27.9% 26.6% 29.7% 27.8% Backlog(f): Aerospace/Government $ 611.7 $ 547.3 $ 524.5 $ 576.9 $ 697.2 Automotive 76.4 84.2 77.6 64.8 47.0 Industrial(a) 39.6 37.3 67.6 67.4 64.6 Total $ 727.7 $ 668.8 $ 669.7 $ 709.1 $ 808.8 (a) EXCLUDING THE CENTRAL MOLONEY TRANSFORMER DIVISION, WHICH WAS SOLD IN JANUARY 1994, AND THE 1993 SPECIAL CHARGE, INDUSTRIAL SEGMENT SALES, OPERATING INCOME, OPERATING MARGIN, RETURN ON TOTAL ASSETS AND BACKLOG WOULD HAVE BEEN AS FOLLOWS FOR THE FOUR YEARS ENDED DECEMBER 31, 1994: (DOLLARS IN MILLIONS) 1994 1993 1992 1991 SALES $392.9 $372.5 $365.3 $349.7 OPERATING INCOME 88.3 80.7 81.9 75.9 OPERATING MARGIN 22.4% 21.7% 22.4% 21.7% RETURN ON TOTAL ASSETS 53.7% 50.2% 49.9% 46.0% BACKLOG 37.3 33.5 31.7 30.7 (b) REFLECTS ELIMINATION OF INTERCOMPANY SALES BETWEEN DIVISIONS IN DIFFERENT SEGMENTS. (c) OPERATING INCOME FOR 1995 INCLUDED A SPECIAL CHARGE OF $27.0 MILLION AS FOLLOWS: $23.4 MILLION IN THE AEROSPACE/GOVERNMENT SEGMENT AND $3.6 MILLION IN CORPORATE UNALLOCATED. EXCLUDING THE SPECIAL CHARGE, OPERATING INCOME, THE OPERATING MARGIN AND RETURN ON TOTAL ASSETS FOR 1995 WOULD HAVE BEEN $71.5 MILLION, 14.7% AND 16.0% FOR AEROSPACE/GOVERNMENT. OPERATING INCOME FOR 1993 INCLUDED A SPECIAL CHARGE OF $25.2 MILLION AS FOLLOWS: $17.7 MILLION IN AEROSPACE/GOVERNMENT, $3.8 MILLION IN AUTOMOTIVE AND $3.7 MILLION IN INDUSTRIAL. EXCLUDING THE SPECIAL CHARGE, OPERATING INCOME, THE OPERATING MARGIN AND RETURN ON TOTAL ASSETS FOR 1993 WOULD HAVE BEEN $85.5 MILLION, 18.9% AND 22.1% FOR AEROSPACE/GOVERNMENT, $106.2 MILLION, 23.8% AND 85.2% FOR AUTOMOTIVE AND $79.6 MILLION, 18.2% AND 44.2% FOR INDUSTRIAL. (d) REPRESENTS CORPORATE SELLING AND ADMINISTRATIVE EXPENSE, INCLUDING OTHER INCOME AND EXPENSE, THAT IS NOT ALLOCABLE TO INDIVIDUAL INDUSTRY SEGMENTS. (e) RETURN ON TOTAL ASSETS IS CALCULATED FOR EACH SEGMENT BY DIVIDING SEGMENT OPERATING INCOME BY SEGMENT TOTAL ASSETS AT DECEMBER 31, AND FOR TOTAL COLTEC BY DIVIDING TOTAL COLTEC OPERATING INCOME BY TOTAL ASSETS AT DECEMBER 31. (f) OF THE $727.7 MILLION BACKLOG AT DECEMBER 31, 1995, $268.3 MILLION WAS SCHEDULED TO BE SHIPPED AFTER 1996. 24 LIQUIDITY AND FINANCIAL POSITION Coltec ended 1995 with total debt of $945.8 million compared with $970.1 million in 1994. The negative balance in shareholders' equity of $453.8 million compares with a negative balance of $525.6 million at year-end 1994. Cash and cash equivalents were $4.0 million at December 31, 1995, and $4.2 million in 1994. Working capital of $208.9 million was higher by $19.3 million; and the current ratio was 1.87 compared with 1.79 at year-end 1994. Cash from operations amounted to $91.0 million in 1995 compared with $98.2 million in 1994 and $105.2 million in 1993. The lower cash generated from operations in 1995 was due to increased working capital requirements. Accrued expenses declined due to a lower interest and tax accruals, and to payments covering the special charge. Offsetting in part the decline in cash from operations were an increase in deferred income taxes and the net receipt of $15.5 million from insurance carriers for asbestos-related matters. This compared with the receipt of $10.8 million in 1994 and $3.1 million in 1993. The 1994 decrease in cash from operations compared with 1993 was attributable to higher levels of receivables and inventories. The $91.0 million of cash generated in 1995 was used to acquire AlliedSignal's aircraft landing gear business for $14.0 million and certain assets of Furon's metallic gasket business for $7.8 million, invest $42.5 million in capital expenditures and reduce indebtedness by $24.5 million. Included in receivables at December 31, 1995 and 1994 were $53.7 million and $68.2 million, respectively, of receivables due from insurance carriers for asbestos product liability claims and related litigation costs. Excluding these amounts, receivables increased 6% to $138.3 million and receivables days outstanding were 38 days at December 31, 1995, compared with 36 days at year-end 1994. Inventories increased 16% to $229.4 million, and inventory turnover was 4.02 times in 1995 compared with 4.61 times in 1994. The increase in inventories was due to the build up of inventory for the Boeing 777 and 737-600/700/800 programs at Menasco and the U.S. Navy Sealift program and Alco engine business at Fairbanks Morse Engine, and the acquisitions of the AlliedSignal aircraft landing gear and Furon metallic gasket businesses. At December 31, 1995, total debt was $945.8 million compared with $970.1 million at year-end 1994. In 1994, Coltec entered into a credit agreement with a syndicate of banks which expires June 30, 1999. In November 1995, the total commitment under the credit agreement was increased $50 million to $465.0 million. The additional commitment was used to redeem $46.4 million principal amount of the 11 1/4% debentures, in January 1996, at a redemption price of 105.625% plus accrued interest. The purpose of the redemption was to substitute the debentures for bank debt, at a lower interest rate. Excluding the $50.0 million of additional commitment, at December 31, 1995, $261.0 million of borrowings were outstanding and $45.8 million of letters of credit had been issued under the credit agreement, leaving $108.2 million of borrowings available for working capital and general corporate purposes. The credit agreement provides up to $100.0 million for the issuance of letters of credit and reductions in the total commitment of $50.0 million on both January 11, 1997 and 1998. Coltec's loan agreements contain various restrictions and conditions, with which Coltec is in compliance. Management believes that cash generated from operations and borrowings available under the credit agreement will be adequate to meet Coltec's operating needs, planned capital expenditures and debt service requirements through 1998. In 1999 and 2000, $628.0 million of debt matures and it is planned that a portion of this debt will be repaid from cash generated from operations with the remainder to be refinanced. During 1995, shareholders' equity increased by $71.8 million to a negative balance of $453.8 million at the end of 1995. This increase reflects $70.9 million of net earnings, $1.6 million of amortization of unearned compensation related to restricted shares, $.4 million of proceeds and tax benefits from the exercise of stock options and the expiration of restrictions on restricted stock, offset by a $1.1 million reduction in foreign currency translation adjustments. The $29.5 million in liabilities of discontinued operations at December 31, 1995, represented reserves to cover postretirement benefits for the former employees of the discontinued operations and other future estimated costs of the disposition of Crucible Materials Corporation in 1985, the steelmaking facility in Midland, Pennsylvania in 1982, and Colt Firearms in 1990. Payments covering the liabilities of discontinued operations in 1995, 1994 and 1993 were $2.5 million, $3.2 million and $4.4 million, respectively. Coltec expects future cash payments covering the liabilities of discontinued operations will extend over the remaining lives of the former employees at the discontinued operations. 25 CAPITAL EXPENDITURES Capital expenditures were $42.5 million in 1995 compared with $38.2 million in 1994 and $38.6 million in 1993, as Coltec continues to invest in capital improvements to increase efficiency, reduce costs, pursue new opportunities, expand production and improve facilities. The level of capital expenditures has and will vary from year to year, affected by the timing of capital spending for production equipment for new products, periodic plant and facility expansion as well as cost reduction and labor efficiency programs. Capital expenditures during 1995 included production equipment to manufacture a new engine oil pump at Holley Automotive, equipment to increase production capacity at Garlock Bearings and production equipment for new landing gear programs at Menasco. At December 31, 1995, Coltec had $39.6 million of planned capital expenditures that included production equipment to support new programs at Menasco and Holley Automotive. ENVIRONMENTAL Coltec and its subsidiaries are subject to numerous federal, state and local environmental laws. For example, the Clean Air Act Amendments regulate emissions at certain of Coltec's facilities. In connection with the Clean Air Act Amendments, Coltec will be required to make capital expenditures for equipment to control emissions of hazardous air pollutants. In addition, certain of Coltec's facilities will be required to obtain air emission control permits. Coltec has made a determination of the impact on its operations of the Clean Air Act Amendments. Based upon this determination, Coltec believes that it will not be at a competitive disadvantage in complying with the Clean Air Act Amendments and that any costs to comply with the Clean Air Act Amendments will not have a material effect on Coltec's results of operations and financial condition. Coltec and its subsidiaries also incur costs on a recurring basis for the treatment, storage and disposal of hazardous materials generated at Coltec's facilities in order to comply with the federal Resource Conservation and Recovery Act of 1976 ("RCRA"), and its analogous state statutes. Coltec does not believe that such costs have, nor will they have, a material effect on Coltec's results of operations and financial condition. Coltec has been notified that it is among the Potentially Responsible Parties ("PRPs") under the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), or similar state laws, for the costs of investigating and in some cases remediating contamination by hazardous materials at several sites. See Note 13 of the Notes to Financial Statements for information on the impact of CERCLA on Coltec. Coltec's annual expenditures (including capital expenditures) relating to environmental matters over the three years ended December 31, 1995 ranged from $6.5 million to $9.0 million, and Coltec expects such expenditures to approximate $12.5 million in 1996 and $10.0 million in 1997. Over the three years ended December 31, 1995, annual expenditures for recurring environmental matters approximated $2.5 million, annual capital expenditures ranged from $1.0 million to $2.5 million, and annual expenditures for remediation and other nonrecurring environmental matters ranged from $3.0 million to $4.0 million. Expenditures for recurring environmental matters are expected to approximate $3.0 million in each of 1996 and 1997, capital expenditures are expected to approximate $3.5 million in 1996 and $2.0 million in 1997, and expenditures for remediation and other nonrecurring environmental matters are expected to approximate $6.0 million in 1996 and $5.0 million in 1997. Capital expenditure requirements for 1996 and 1997 include estimates of annual expenditures pursuant to the Clean Air Act Amendments of $2.5 million and $2.0 million, respectively. The estimate of annual environmental expenditures for 1996 and 1997 is based upon the expected timing of expenditures pursuant to currently identified environmental matters. Because environmental laws and the related interpretations frequently change, Coltec is unable to estimate with certainty the future costs to comply with such laws; however, Coltec does not foresee a continuous upward trend in annual expenditures on environmental matters, nor does it believe that it will be at a competitive disadvantage in complying with any such laws. 26 ASBESTOS LITIGATION Coltec and certain of its subsidiaries are defendants in various lawsuits involving asbestos-containing products. See Note 13 of the Notes to Financial Statements for information on asbestos litigation. OTHER FINANCIAL INFORMATION EFFECTS OF INFLATION AND FOREIGN CURRENCY FLUCTUATIONS Inflation and foreign currency fluctuations have not had a material impact on the operating results and financial position of Coltec during the past three years. Coltec generally has been able to offset the effects of inflation with price increases, cost-reduction programs and operating efficiencies. Coltec's foreign operations are primarily located in Canada. DIVIDENDS No dividends were paid in 1995 and 1994, and no dividends are expected to be paid in 1996. COMMON STOCK DATA Coltec's common stock (symbol COT) is listed on the New York and Pacific Stock Exchanges. The high and low prices of the stock for each quarter during 1995 and 1994 were as follows: 1995 1994 High Low High Low First quarter 173/8 153/8 217/8 183/4 Second quarter 183/4 163/4 201/2 181/4 Third quarter 181/8 115/8 197/8 181/8 Fourth quarter 121/4 101/8 19 16 At December 31, 1995, there were 493 shareholders of record. ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K AVAILABLE The annual report on Form 10-K, without exhibits, will be made available free of charge to interested shareholders upon written request to the Corporate Secretary, Coltec Industries Inc, 430 Park Avenue, New York, NY 10022-3597. 27 CONSOLIDATED BALANCE SHEET COLTEC INDUSTRIES INC AND SUBSIDIARIES DECEMBER 31, (IN THOUSANDS) 1995 1994 ASSETS Current assets Cash and cash equivalents (Notes 1 and 6) $ 3,971 $ 4,188 Accounts and notes receivable (Notes 6 and 13) Trade 138,327 129,790 Other 57,858 72,483 196,185 202,273 Less allowance for doubtful accounts 4,174 4,124 192,011 198,149 Inventories (Note 1) Finished goods 55,533 46,316 Work in process and finished parts 146,916 126,097 Raw materials and supplies 26,987 25,790 229,436 198,203 Deferred income taxes (Note 4) 13,902 15,222 Other current assets 10,174 13,936 Total current assets 449,494 429,698 Property, plant and equipment, at cost (Note 1) Land and improvements 17,562 17,973 Buildings and equipment 134,320 133,940 Machinery and equipment 481,538 474,053 Leasehold improvements 10,028 8,071 Construction in progress 22,837 18,870 666,285 652,907 Less accumulated depreciation and amortization 435,812 429,793 230,473 223,114 Costs in excess of net assets acquired, net of amortization (Note 1) 140,811 131,024 Other assets (Notes 6 and 13) 73,724 63,614 $ 894,502 $ 847,450 28 DECEMBER 31, (IN THOUSANDS, EXCEPT SHARE DATA) 1995 1994 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current maturities of long-term debt (Notes 5 and 6) $ 226 $ 886 Accounts payable 72,735 76,648 Accrued expenses (Note 13) Salaries, wages and employee benefits 47,348 47,746 Taxes 25,008 33,157 Interest 14,918 18,616 Other 77,343 60,009 164,617 159,528 Current portion of liabilities of discontinued operations 3,000 3,000 Total current liabilities 240,578 240,062 Long-term debt (Notes 5 and 6) 945,606 969,261 Deferred income taxes (Note 4) 14,878 10,533 Other liabilities (Note 13) 120,670 124,159 Liabilities of discontinued operations 26,532 29,036 Commitments and contingencies (Note 13) Shareholders' equity (Notes 1 and 7) Preferred stock $.01 par value, 2,500,000 shares authorized, shares outstanding -- none -- -- Common stock $.01 par value, 100,000,000 shares authorized, 70,077,350 and 70,016,384 shares issued at December 31, 1995 and 1994, respectively (excluding 25,000,000 shares held by a wholly owned subsidiary) 701 700 Capital in excess of par value 639,419 638,407 Retained earnings (deficit) (1,088,042) (1,158,948) Unearned compensation -- restricted stock awards (2,408) (3,480) Foreign currency translation adjustments (1,816) (681) (452,146) (524,002) Less cost of 100,346 and 98,862 shares of common stock in treasury at December 31, 1995 and 1994, respectively (1,616) (1,599) (453,762) (525,601) $ 894,502 $ 847,450 THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT. 29 CONSOLIDATED STATEMENT OF EARNINGS COLTEC INDUSTRIES INC AND SUBSIDIARIES YEAR ENDED DECEMBER 31, (IN THOUSANDS, EXCEPT PER SHARE DATA) 1995 1994 1993 Net sales $ 1,401,884 $ 1,326,761 $ 1,334,829 Costs and expenses Cost of sales 979,229 891,942 905,464 Selling and administrative 197,951 198,489 192,437 Special charges (Note 2) 27,000 -- 25,219 Total costs and expenses 1,204,180 1,090,431 1,123,120 Operating income 197,704 236,330 211,709 Interest and debt expense, net 89,886 89,472 110,190 Earnings before income taxes and extraordinary item 107,818 146,858 101,519 Provision for income taxes (Note 4) 36,658 52,869 36,293 Earnings before extraordinary item 71,160 93,989 65,226 Extraordinary item (Note 3) (254) (1,472) (17,792) Net earnings $ 70,906 $ 92,517 $ 47,434 Earnings (loss) per common share (Note 1) Before extraordinary item $ 1.02 $ 1.35 $ .94 Extraordinary item -- (.02) (.26) Net earnings $ 1.02 $ 1.33 $ .68 Weighted average number of common and common equivalent shares 69,839 69,815 69,591 THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT. 30 CONSOLIDATED STATEMENT OF CASH FLOWS COLTEC INDUSTRIES INC AND SUBSIDIARIES YEAR ENDED DECEMBER 31, (IN THOUSANDS) 1995 1994 1993 Cash flows from operating activities Net earnings $ 70,906 $ 92,517 $ 47,434 Adjustments to reconcile net earnings to cash provided by operating activities Extraordinary item 254 1,472 17,792 Special charges 27,000 -- 25,219 Depreciation and amortization 42,086 42,131 49,092 Deferred income taxes 4,345 (19,274) (10,766) Receivable from insurance carriers 15,452 10,843 3,056 Payment of liabilities of discontinued operations (2,504) (3,174) (4,444) Other operating items (8,565) 3,644 (11,809) 148,974 128,159 115,574 Changes in assets and liabilities Accounts and notes receivable (6,632) (11,808) (2,007) Inventories (32,373) (33,511) (2,871) Deferred income taxes 1,320 1,814 3,501 Other current assets 3,762 (1,961) (877) Accounts payable (4,283) 14,362 4,067 Accrued expenses (19,760) 1,163 (12,169) Changes in assets and liabilities (57,966) (29,941) (10,356) Cash provided by operating activities 91,008 98,218 105,218 Cash flows from investing activities Capital expenditures (42,496) (38,191) (38,587) Acquisition of businesses (21,750) (4,048) -- Cash received in Holdings reorganization -- -- 26,749 Other -- net (2,512) 864 1,948 Cash used in investing activities (66,758) (41,375) (9,890) Cash flows from financing activities Issuance of long-term debt 44,662 335,042 46,069 Payment of long-term debt (69,129) (393,446) (138,179) Distribution to Holdings pursuant to preferred stock redemption and tax sharing procedure -- -- (4,624) Cash used in financing activities (24,467) (58,404) (96,734) Cash and cash equivalents Decrease (217) (1,561) (1,406) At beginning of period 4,188 5,749 7,155 At end of period $ 3,971 $ 4,188 $ 5,749 THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT. 31 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY COLTEC INDUSTRIES INC AND SUBSIDIARIES THREE YEARS ENDED DECEMBER 31, 1995 UNEARNED FOREIGN CAPITAL IN RETAINED COMPENSATION- MINIMUM CURRENCY COMMON STOCK EXCESS OF EARNINGS RESTRICTED PENSION TRANSLATION TREASURY STOCK (IN THOUSANDS, EXCEPT SHARES AMOUNT PAR VALUE (DEFICIT) STOCK AWARDS LIABILITY ADJUSTMENTS SHARES AMOUNT TOTAL SHARE DATA) Balance, January 1, 1993 69,853,464 $ 699 $ 634,088 $ (1,298,899) $ (7,221) $ -- $ 4,689 -- $ -- $ (666,644) Net earnings 47,434 47,434 Issuance of restricted stock, net 89,877 1,389 1,669 (14,309) (229) 2,829 Exercise of stock options (4) 5,000 79 75 Tax benefit from stock option and incentive plan 133 133 Stock exchange in the Holdings reorganization 1,240 (170,000) (2,740) (1,500) Minimum pension liability (4,205) (4,205) Foreign currency translation adjustments (3,612) (3,612) Balance, December 31, 1993 69,943,341 699 636,846 (1,251,465) (5,552) (4,205) 1,077 (179,309) (2,890) (625,490) Net earnings 92,517 92,517 Issuance of restricted stock, net 73,043 1 1,370 2,072 (17,553) (293) 3,150 Exercise of stock options (114) 98,000 1,584 1,470 Tax benefit from stock option and incentive plan 305 305 Minimum pension liability 4,205 4,205 Foreign currency translation adjustments (1,758) (1,758) Balance, December 31, 1994 70,016,384 700 638,407 (1,158,948) (3,480) -- (681) (98,862) (1,599) (525,601) Net earnings 70,906 70,906 Issuance of restricted stock, net 60,966 1 1,006 1,072 (26,484) (422) 1,657 Exercise of stock options (30) 25,000 405 375 Tax benefit from stock option and incentive plan 36 36 Foreign currency translation adjustments (1,135) (1,135) BALANCE, DECEMBER 31, 1995 70,077,350 $ 701 $ 639,419 $ (1,088,042) $ (2,408) $ -- $ (1,816) (100,346) $ (1,616) $ (453,762) THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT. 32 NOTES TO FINANCIAL STATEMENTS COLTEC INDUSTRIES INC AND SUBSIDIARIES 1. SUMMARY OF ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION: Investments in which Coltec Industries Inc ("Coltec") has ownership of 50% or more of the voting common stock are consolidated in the financial statements. Intercompany accounts and transactions are eliminated. ACCOUNTING ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. CONSOLIDATED STATEMENT OF CASH FLOWS: Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. The effect of changes in foreign exchange rates on cash balances is not significant. Interest paid and federal and state income taxes paid and refunded were as follows: (IN THOUSANDS) 1995 1994 1993 Interest paid $ 92,292 $ 92,304 $ 105,713 Income taxes -- Paid 45,799 42,308 31,873 Refunded 4,114 2,262 3,913 FOREIGN CURRENCY TRANSLATION: The financial statements of foreign subsidiaries were prepared in their respective local currencies and were translated into U.S. dollars at year-end rates for assets and liabilities and at monthly weighted average rates for income and expenses. Translation adjustments are included in shareholders' equity. Foreign currency transaction gains and losses are included in net earnings. For 1995, 1994 and 1993, such gains and losses were not significant. INVENTORIES: Inventories, including inventories under long-term commercial and government contracts and programs, are valued at the lower of cost or market. At December 31, 1995, and 1994, $36,750,000 and $34,411,000, respectively, of contract advances have been offset against inventories under long-term commercial and government contracts and programs in the Consolidated Balance Sheet. Losses on commercial and government contracts and programs are recognized in full when identified. At December 31, 1995, and 1994, an accrual for loss contracts and programs was not required. Cost elements included in inventory are material, labor and factory overhead, primarily using standard cost, which approximates actual cost. Cost on approximately 50% of the domestic inventory at December 31, 1995 was determined on the last-in, first-out basis. Cost on the remainder of the inventory is generally determined on the first-in, first-out basis. The excess of current cost over last-in, first-out cost at December 31, 1995, and 1994 was approximately $20,400,000 and $18,800,000, respectively. PROPERTY AND DEPRECIATION: Depreciation and amortization of plant and equipment are provided generally by using the straight-line method, based on estimated useful lives of the assets. For U.S. federal income tax purposes, most assets are depreciated using allowable accelerated methods. The ranges of estimated useful lives used in computing depreciation and amortization for financial reporting were as follows: Years Land improvements 5 -- 40 Buildings and equipment 10 -- 45 Machinery and equipment 3 -- 20 For leasehold improvements, the estimated useful life used in computing amortization is the lesser of the asset life or the lease term. Renewals and betterments are capitalized by additions to the related asset accounts, while repair and maintenance costs are charged against earnings. Coltec generally records retirements by removing the cost and accumulated depreciation from the asset and reserve accounts. ENVIRONMENTAL EXPENDITURES: Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are accrued when it is probable that an obligation has been incurred and the amount can be reasonably estimated. Expenditures incurred for environmental compliance with respect to pollution prevention and ongoing monitoring programs are expensed as incurred. Expenditures that increase the value of the property are capitalized. START-UP COSTS: Start-up costs related to new operations and new product lines are expensed as incurred. REVENUE RECOGNITION: Revenue, including revenue under long-term commercial and government contracts and programs, is recorded at the time deliveries or customer acceptances are made and Coltec has the contractual right to bill. COSTS IN EXCESS OF NET ASSETS ACQUIRED: It is Coltec's policy to amortize the excess costs arising from acquisitions on a straight-line basis over periods not to exceed 40 years. In evaluating the value and future benefits of the excess costs arising from acquisitions, the recoverability from operating income is measured. Under this approach, the carrying value would be reduced if it is probable that management's best estimate of future operating income from related operations before amortization will be less than the carrying amount of the excess costs arising from acquisitions over the remaining amortization period. At December 31, 1995, and 1994, accumulated amortization related to all completed acquisitions, was $62,275,000 and $57,186,000, respectively. 33 SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE: In November 1993, the shareholders of Coltec Holdings Inc ("Holdings"), the former parent company of Coltec, exchanged their shares of common stock of Holdings for 35.5% or 24,830,000 shares of common stock of Coltec (the "Holdings Reorganization") in a transaction accounted for as a purchase. The net assets acquired consisted primarily of 25,000,000 shares of common stock of Coltec and $26,749,000 of cash. Earnings per common share are computed by dividing earnings by the weighted average number of common and common equivalent shares outstanding during each period. Common equivalent shares are shares issuable on the exercise of stock options and shares of restricted stock, net of shares assumed to have been purchased using the treasury stock method. IMPACT OF NEW ACCOUNTING STANDARDS: Coltec adopted Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," and AICPA Statement of Position 94-6, "Disclosure of Certain Significant Risks and Uncertainties," effective January 1, 1995. The adoption of these statements did not have a material effect on Coltec's results of operations and financial condition. Based on preliminary analyses, Coltec does not expect that the future adoption of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and No. 123, "Accounting for Stock-Based Compensation," will have a material effect on Coltec's results of operations and financial condition. 2. SPECIAL CHARGES In the third quarter of 1995, Coltec recorded a special charge of $27,000,000, primarily to cover the costs of closing the Walbar compressor blade facility in Canada. It is anticipated that this facility will be closed by the end of 1996. The charge also covered selected reductions in work force throughout the Company covering approximately 520 employees, all of whom have been terminated or notified of their termination at December 31, 1995. The special charge includes costs to cover the cancellation of contractual obligations resulting from the decision to close the Walbar facility, asset writedowns, severance and employee- related costs and other costs necessary to implement the shutdown of the Walbar facility and other actions. The components of the charge and its status at December 31, 1995 are as follows: ORIGINAL 1995 BALANCE (IN THOUSANDS) RESERVE ACTIVITY DECEMBER 31, 1995 Cancellation of contractual obligations $ 9,065 $ (65) $ 9,000 Asset writedowns 7,845 (4,549) 3,296 Severance 5,084 (1,778) 3,306 Other 5,006 (2,553) 2,453 Total $ 27,000 $ (8,945) $ 18,055 In the second quarter of 1993, Coltec recorded a special charge of $25,219,000 to cover the cost of consolidation and rearrangement of certain manufacturing facilities and related reductions in work force, primarily in the Aerospace/Government segment, as well as at the Central Moloney Transformer Division. The objectives of this program were completed in 1994 and the liability was fully utilized as of December 31, 1994. 3. EXTRAORDINARY ITEM Coltec incurred extraordinary charges of $254,000, net of a $136,000 tax benefit; $1,472,000, net of a $792,000 tax benefit; and $17,792,000, net of a $9,581,000 tax benefit; in 1995, 1994 and 1993, respectively, in connection with the early retirement of debt, and in 1993 in connection with debt refinancings. 4. INCOME TAXES Effective January 1, 1993, Coltec adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires that the deferred tax provision be determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement and tax bases of assets and liabilities using presently enacted tax rates. The significant components of deferred tax assets and liabilities at December 31, 1995 and 1994 were as follows: (IN THOUSANDS) 1995 1994 DEFERRED DEFERRED DEFERRED DEFERRED TAX TAX TAX TAX ASSETS LIABILITIES ASSETS LIABILITIES Excess tax over book depreciation $ -- $ (29,932) $ -- $ (30,076) Recognition of income on contracts reported on different methods for tax and financial reporting -- (29,299) -- (29,003) Employee benefit plans 22,011 -- 26,184 -- Accrued expenses and liabilities 12,527 -- 13,062 -- Foreign tax credit carryforwards 7,300 -- 6,000 -- Other 23,717 -- 24,522 -- 65,555 (59,231) 69,768 (59,079) Less -- Valuation allowance (7,300) -- (6,000) -- Total deferred taxes $ 58,255 $ (59,231) $ 63,768 $ (59,079) 34 The valuation allowance is attributable to foreign tax credit carryforwards, which expire in the years 1997 through 2000. Domestic and foreign components of earnings before income taxes and extraordinary item were as follows: (IN THOUSANDS) 1995 1994 1993 Domestic $ 81,108 $ 126,254 $ 71,126 Foreign 26,710 20,604 30,393 Total $ 107,818 $ 146,858 $ 101,519 Provisions for income taxes were as follows: (IN THOUSANDS) 1995 1994 1993 Current -- Domestic $ 23,355 $ 56,812 $ 36,254 Foreign 7,638 11,253 9,568 30,993 68,065 45,822 Deferred -- Domestic 4,241 (12,503) (11,553) Foreign 1,424 (2,693) 2,024 5,665 (15,196) (9,529) Total $ 36,658 $ 52,869 $ 36,293 Reconciliation of tax at the U.S. statutory income tax rate of 35% to the provision for income taxes was as follows: (IN THOUSANDS) 1995 1994 1993 Tax at U.S. statutory rate $ 37,736 $ 51,400 $ 35,532 Tax cost (benefit)- Repatriation of non-U.S. earnings 2,692 2,713 3,201 Non-U.S. rate differential (287) 1,349 954 Utilization of tax credits (1,500) -- -- Adjustment of reserves (6,197) (5,789) (6,692) Other (not individually significant) 4,214 3,196 3,298 Provision for income taxes $ 36,658 $ 52,869 $ 36,293 Effective tax rate 34.0% 36.0% 35.75% 5. LONG-TERM DEBT (IN THOUSANDS) 1995 1994 Credit Agreement -- 7.2%* $ 261,000 $ 291,000 9 3/4% senior notes due 1999 150,000 150,000 9 3/4% senior notes due 2000 200,000 200,000 11 1/4% debentures due 1996-2015 67,782 67,782 10 1/4% senior subordinated notes due 2002 218,080 231,465 Other due 1996-2010 48,970 29,900 945,832 970,147 Less -- Amounts due within one year 226 886 $ 945,606 $ 969,261 * Indicates average interest rate for 1995. a) The reducing revolving credit facility (the "Credit Agreement"), entered into with a syndicate of banks, expires June 30, 1999. At December 31, 1995, $261,000,000 of borrowings were outstanding and $45,761,000 of letters of credit had been issued under the Credit Agreement. In November 1995, the total commitment under the Credit Agreement was increased by $50,000,000 to $465,000,000. The additional commitment was used to redeem $46,407,000 principal amount of the 11 1/4% debentures in January 1996 at a redemption price of 105.625% plus accrued interest. The Credit Agreement provides up to $100,000,000 for the issuance of letters of credit and the facility will be reduced by $50,000,000 on both January 11, 1997 and 1998. Obligations under the facility are secured by substantially all of Coltec's assets. Borrowings under the facility bear interest, at Coltec's option, at an annual rate equal to the base rate or the Eurodollar rate plus 1%. The base rate is the higher of 1/2 of 1% in excess of the Federal Reserve reported certificate of deposit rate and the prime lending rate. Letter of credit fees of 1% are payable on outstanding letters of credit and a commitment fee of 3/8 of 1% is payable on the unutilized facility. The facility contains various restrictions and conditions. The most restrictive of these requires that the fixed charge coverage ratio be at least 2.5 to 1 for any period of four consecutive quarters. The ratio of current assets to current liabilities must be at least 1.25 to 1. In addition, the facility limits or restricts purchases of Coltec's common stock, payment of dividends, capital expenditures, indebtedness, liens, mergers, asset acquisitions and dispositions, investments, prepayment of certain debt and transactions with affiliates. At December 31, 1995, Coltec was in compliance with the above covenants. b) The 9 3/4% senior notes due 1999 are not redeemable prior to maturity on November 1, 1999. c) The 9 3/4% senior notes due 2000 are not redeemable prior to maturity on April 1, 2000. d) Coltec has purchased in the open market $31,920,000 of the 10 1/4% senior subordinated notes. The remaining 10 1/4% senior subordinated notes are redeemable at the option of Coltec on or after April 1, 1997 at 105.125% of par, declining to 100% of par on or after April 1, 1999. 35 e) Coltec has purchased in the open market and redeemed $82,218,000 of its 11 1/4% debentures and in January 1996 redeemed an additional $46,407,000. The remaining 11 1/4% debentures are redeemable at the option of Coltec at 105.625% of par, declining to 100% of par on or after December 1, 2005. Mandatory annual sinking fund payments of $7,125,000 beginning December 1, 1996 are calculated to retire 90% of the debentures prior to maturity. Coltec, at its option, may redeem up to an additional $14,250,000 annually, beginning December 1, 1996 through 2014. f) Minimum payments on long-term debt due within five years from December 31, 1995 are as follows: (IN THOUSANDS) 1996 $ 226 1997 2,524 1998 539 1999 427,601 2000 200,353 6. FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of Coltec's financial instruments: CASH AND CASH EQUIVALENTS AND ACCOUNTS AND NOTES RECEIVABLE, OTHER: The carrying amount approximates fair value due to the short-term maturity of the investments and the short-term nature of the receivables. LONG-TERM RECEIVABLES AND INVESTMENTS: The fair value is based on quoted market prices for similar publicly traded securities or on the present value of estimated future cash flows. LONG-TERM DEBT: The fair value of Coltec's publicly traded long-term debt is based on the quoted market prices for such debt and for non-publicly traded long-term debt, on quoted market prices for similar publicly traded debt. FORWARD EXCHANGE CONTRACTS: The fair value is based on quoted market prices of similar contracts. The estimated fair value of Coltec's financial instruments at December 31, 1995 and 1994 is as follows: (IN THOUSANDS) 1995 1994 CARRYING FAIR CARRYING FAIR VALUE VALUE VALUE VALUE Assets: Cash and cash equivalents $ 3,971 $ 3,971 $ 4,188 $ 4,188 Accounts and notes receivable, other 57,858 57,858 72,483 72,483 Long-term receivables and investments - Practical to estimate fair value 33,497 42,336 36,008 39,364 Not practical to estimate fair value 8,711 -- 8,711 -- Liabilities: Long-term debt 945,832 965,065 970,147 962,647 Forward exchange contracts -- 11,147 -- 21,026 It was not practicable to estimate the fair value of Coltec's stock investment in Crucible Materials Corporation ("Crucible"), a private corporation. The carrying value of the investment in Crucible is included in other assets in the Consolidated Balance Sheet. It is Coltec's policy to enter into forward exchange contracts to hedge U.S. dollar-denominated sales, under long-term contracts, of certain foreign subsidiaries. Coltec does not engage in speculation. Coltec's forward exchange contracts do not subject Coltec to risk due to exchange rate movements because gains and losses on these contracts offset losses and gains on the sales and related receivables being hedged. At December 31, 1995, and 1994 Coltec had $277,278,000 and $306,230,000, respectively, of forward exchange contracts, denominated in Canadian dollars, which had a fair value of $266,131,000 and $285,204,000, respectively. The contracts have varying maturities with none exceeding five years. Gains and losses on forward exchange contracts are deferred and recognized at the completion of the underlying long-term contract being hedged. Coltec has an outstanding contingent liability for guaranteed debt and lease payments of $30,816,000, and for letters of credit of $45,761,000. It was not practical to obtain independent estimates of the fair values for the contingent liability for guaranteed debt and lease payments and for letters of credit without incurring excessive costs. In the opinion of management, nonperformance by the other parties to the contingent liabilities will not have a material effect on Coltec's results of operations and financial condition. 36 7. STOCK OPTION AND INCENTIVE PLANS Coltec stock option plans provide for the granting of incentive stock rights, stock options, stock appreciation rights, restricted stock and dividend equivalents to officers and key employees and stock options to directors. In 1994, shareholders approved an increase in the number of shares of common stock that may be issued under the stock option plans to 7,468,000 shares. Stock options outstanding under the stock option plans were granted at a price equal to 100% of the market price on the date of grant and are exercisable in annual installments of 20%, commencing one year from date of grant. Information on stock options is as follows: OPTION NUMBER PRICE RANGE OF SHARES PER SHARE Outstanding January 1, 1993 2,015,000 $15.00-18.25 Granted 290,000 16.38-18.75 Exercised (5,000) 15.00 Canceled (40,000) 15.00 Outstanding December 31, 1993 2,260,000 15.00-18.75 Granted 295,000 16.25-21.25 Exercised (98,000) 15.00 Canceled (140,000) 15.00-20.25 Outstanding December 31, 1994 2,317,000 15.00-21.25 Granted 2,960,000 10.75-18.08 Exercised (25,000) 15.00 Canceled (64,000) 15.00-18.25 Outstanding December 31, 1995 5,188,000 10.75-21.25 Exercisable December 31: 1993 398,000 15.00-18.25 1994 772,000 15.00-18.75 1995 1,188,000 15.00-21.25 In addition to the granting of stock options, Coltec has granted shares of restricted stock. Restrictions on certain shares lapse in annual installments of 33 1/3% commencing one or three years from date of grant. Restrictions on the remaining shares lapse 100% three years from the date of grant. The unearned compensation resulting from the grant of restricted shares is reported as a reduction to shareholders' equity in the Consolidated Balance Sheet and is being charged to earnings over the period the restricted shares vest. Information on restricted stock is as follows: NUMBER OF SHARES 1995 1994 1993 Outstanding January 1 517,486 554,260 578,464 Granted 60,966 73,043 89,877 Restrictions expired (203,867) (92,264) (99,772) Forfeited (26,484) (17,553) (14,309) Outstanding December 31 348,101 517,486 554,260 Shares available for grant at December 31, 1995 and 1994 under the stock option plans were 1,349,650 and 4,306,616, respectively. 8. PENSION AND RETIREMENT PLANS Coltec and certain of its subsidiaries have in effect, for substantially all U.S. employees, pension plans under which funds are deposited with trustees. The benefits under these plans are based primarily on years of service and either final average salary or fixed amounts for each year of service. Coltec's funding policy is consistent with the funding requirements of the Employee Retirement Income Security Act ("ERISA") of 1974, as amended. Plan assets consist principally of publicly traded equity and fixed-income securities. Pension coverage for employees of non-U.S. subsidiaries is provided in accordance with local requirements and customary practices. For certain pension plans, the plan assets exceed the accumulated benefit obligations ("overfunded plans"); and in the remainder of the plans, the accumulated benefit obligations exceed the plan assets ("underfunded plans"). 37 As of December 31, 1995 and 1994, the status of Coltec's pension plans was as follows: 1995 1994* OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED (IN THOUSANDS) PLANS PLANS PLANS PLANS Actuarial present value of projected benefit obligation, based on employment service to date and current salary levels: Vested employees $ 252,612 $ 125,481 $ 214,401 $ 101,658 Nonvested employees 6,527 5,259 5,489 4,564 Accumulated benefit obligation 259,139 130,740 219,890 106,222 Additional amounts related to projected salary increases 28,294 4,436 22,397 2,343 Total projected benefit obligation 287,433 135,176 242,287 108,565 Assets available for benefits: Funded assets 365,704 91,894 305,780 78,207 Accrued (prepaid) pension expense, per books (21,256) 40,389 (8,129) 30,127 Total assets 344,448 132,283 297,651 108,334 Assets in excess of (less than) projected benefit obligation $ 57,015 $ (2,893) $ 55,364 $ (231) Consisting of: Unamortized net asset existing at date of adoption of FAS No. 87 $ 1,747 $ 12,274 $ 11,260 $ 5,019 Unrecognized net gain (loss) 57,992 (4,220) 46,356 5,070 Unrecognized prior service cost (2,724) (10,947) (2,252) (10,320) $ 57,015 $ (2,893) $ 55,364 $ (231) *RESTATED TO REFLECT FUNDING CLASSIFICATION AS OF DECEMBER 31, 1995. 38 For U.S. plans, discount rates of 7.5% and 9.0% were used as of December 31, 1995 and 1994, respectively, for the valuation of the actuarial present value of benefit obligations. In accordance with the requirements of Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions," Coltec recorded a minimum pension liability for underfunded plans of $2,044,000 at December 31, 1995, which is included in other liabilities in the Consolidated Balance Sheet. This liability represents the excess of the accumulated benefit obligation over plan assets and has been offset by an intangible asset, included in other assets in the Consolidated Balance Sheet, for previously unrecognized prior service cost. At December 31, 1994, a minimum pension liability was not required. Assumptions as of January 1 used to develop the net periodic pension cost for U.S. plans were: 1995 1994 1993 Discount rate for benefit obligations 9.0% 7.5% 8.0% Expected long-term rate of return on assets 9.0% 8.5% 8.5% Rate of increase in compensation levels 5.0% 5.0% 5.0% For non-U.S. plans, which were not material, similar economic assumptions were used. The components of net periodic pension cost were as follows: (IN THOUSANDS) 1995 1994 1993 Service cost -- benefits earned $ 7,618 $ 9,763 $ 9,423 Interest cost on projected benefit obligation 30,317 27,793 28,496 Actual return on assets (91,611) 7,353 (7,770) Amortization and deferral, net 52,953 (47,687) (30,968) Net periodic pension cost (credit) $ (723) $ (2,778) $ (819) For discontinued operations, Coltec's total projected benefit obligation at December 31, 1995, and 1994 was $224,934,000 and $215,121,000, respectively, and is fully funded. Interest accrued for 1995, 1994 and 1993 on the projected benefit obligation was $19,609,000, $18,684,000, and $20,450,000, respectively, and was fully offset by return on assets resulting in no net periodic cost. 9. OTHER POSTRETIREMENT BENEFITS Coltec provides health care and life insurance benefits to its eligible retired employees, principally in the United States. Effective January 1, 1993, Coltec adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," ("FAS 106") using the delayed recognition transition option whereby the transition obligation is being amortized on a straight-line basis over 20 years. FAS 106 requires that the cost of postretirement benefits be recognized in the financial statements during the years the employees provide services. Coltec's accumulated postretirement benefit obligation, none of which is funded, and the postretirement benefit cost liability were as follows: (IN THOUSANDS) 1995 1994 1993 Actuarial present value of projected accumulated postretirement benefit obligation: Retirees $ 17,449 $ 16,224 $ 17,511 Fully eligible active participants 4,228 3,568 4,613 Other active participants 5,415 3,126 3,441 Total 27,092 22,918 25,565 Unamortized transition obligation (18,076) (19,736) (22,727) Unrecognized net loss (4,827) (1,279) (1,482) Unrecognized prior service cost (1,033) -- -- Postretirement benefit cost liability $ 3,156 $ 1,903 $ 1,356 The components of postretirement benefit cost were as follows: (IN THOUSANDS) 1995 1994 1993 Service cost -- benefits earned $ 198 $ 179 $ 249 Interest cost on accumulated postretirement benefit obligation 1,927 1,810 1,838 Amortization of transition obligation 1,373 1,101 1,196 Amortization and deferral, net (63) (127) -- Curtailment loss -- 427 -- Postretirement benefit cost $ 3,435 $ 3,390 $ 3,283 During 1994, Coltec recognized a curtailment loss in connection with a plan amendment which accelerated the recognition of the related unamortized transition obligation. 39 Discount rates of 7.5% and 9.0% were used in determining the accumulated postretirement benefit obligation at December 31, 1995 and 1994, respectively. The health care cost trend rates used in determining the accumulated postretirement benefit obligation at December 31, 1995 were 9.8% in 1996 gradually declining to 5.0% in 2005. The effect of a 1% increase in the health care cost trend rates in each year would be to increase the total service and interest cost components of the postretirement benefit cost for 1995 by approximately $207,000 and to increase the accumulated postretirement benefit obligation at December 31, 1995, by approximately $1,900,000. 10. SEGMENT INFORMATION Coltec's financial results are reported in three industry segments: Aerospace/Government, Automotive, and Industrial. Customers of the Aerospace/Government segment are principally aircraft and aircraft engine manufacturers. The principal customers of the Automotive segment are the domestic original equipment manufacturers and the automotive aftermarket. Information on the major products within each industry segment and on sales and operating income by industry segment for the years 1995, 1994 and 1993 included on pages 23 and 24 in the Financial Review is incorporated herein by reference. Information on total assets; depreciation of property, plant and equipment; and capital expenditures by industry segment is as follows: (IN MILLIONS) 1995 1994 1993 Total assets: Aerospace/Government $ 446.2 $ 402.3 $ 386.2 Automotive 130.6 129.5 124.6 Industrial 183.4 164.4 180.1 Corporate unallocated 134.3 151.3 105.6 Total $ 894.5 $ 847.5 $ 796.5 Depreciation of property, plant and equipment: Aerospace/Government $ 15.8 $ 14.7 $ 16.1 Automotive 7.9 7.5 7.4 Industrial 8.6 8.7 9.5 Corporate unallocated .2 .2 .2 Total $ 32.5 $ 31.1 $ 33.2 Capital expenditures: Aerospace/Government $ 18.3 $ 21.3 $ 21.8 Automotive 10.1 7.0 9.6 Industrial 9.9 9.9 7.2 Corporate unallocated 4.2 -- -- Total $ 42.5 $ 38.2 $ 38.6 Information by geographic segment is as follows: OPERATING TOTAL (IN MILLIONS) SALES INCOME ASSETS 1995 Domestic operations $ 1,189.4 $ 227.1 $ 673.9 Foreign operations 245.6 10.3 205.4 Intersegment elimination (33.1) -- (119.1) Total segments 1,401.9 237.4 760.2 Corporate unallocated -- (39.7) 134.3 Total $ 1,401.9 $ 197.7 $ 894.5 1994 Domestic operations $ 1,148.3 $ 241.5 $ 629.2 Foreign operations 208.1 28.8 202.0 Intersegment elimination (29.6) -- (135.0) Total segments 1,326.8 270.3 696.2 Corporate unallocated -- (34.0) 151.3 Total $ 1,326.8 $ 236.3 $ 847.5 1993 Domestic operations $ 1,155.4 $ 215.9 $ 619.4 Foreign operations 206.7 30.2 207.6 Intersegment elimination (27.3) -- (136.1) Total segments 1,334.8 246.1 690.9 Corporate unallocated -- (34.4) 105.6 Total $ 1,334.8 $ 211.7 $ 796.5 11. SUPPLEMENTARY EARNINGS INFORMATION The following costs and expenses are included in the Consolidated Statement of Earnings: (IN THOUSANDS) 1995 1994 1993 Maintenance $ 27,566 $ 27,224 $ 25,363 Taxes, other than federal income taxes Payroll 28,660 28,205 28,700 Property 4,685 4,565 4,764 State and local 6,816 7,688 4,785 Rent 9,589 10,106 12,235 Research and development costs 25,619 23,830 22,079 40 12. QUARTERLY SALES AND EARNINGS (UNAUDITED) The following table sets forth quarterly sales, gross profit and earnings for the three years ended December 31, 1995. QUARTER (IN THOUSANDS, EXCEPT PER SHARE DATA) 1ST 2ND 3RD 4TH 1995 Net sales $ 356,344 $ 361,547 $ 332,134 $ 351,859 Gross profit 109,855 112,162 101,029 99,609 Operating income 58,133 60,351 25,094 54,126 Earnings before extraordinary item 23,486 24,069 1,804 21,801 Extraordinary item (82) -- -- (172) Net earnings 23,404 24,069 1,804 21,629 Earnings per common share Before extraordinary item .34 .34 .03 .31 Extraordinary item -- -- -- -- Net earnings .34 .34 .03 .31 1994 Net sales $ 331,850 $ 337,018 $ 317,507 $ 340,386 Gross profit 104,209 110,206 106,248 114,156 Operating income 54,679 60,691 57,831 63,129 Earnings before extraordinary item 20,643 24,383 23,037 25,926 Extraordinary item -- (1,015) (177) (280) Net earnings 20,643 23,368 22,860 25,646 Earnings per common share Before extraordinary item .30 .35 .33 .37 Extraordinary item -- (.02) -- -- Net earnings .30 .33 .33 .37 1993 Net sales $ 339,934 $ 334,591 $ 316,077 $ 344,227 Gross profit 107,903 107,729 104,585 109,148 Operating income 54,967 37,040 56,800 62,902 Earnings before extraordinary item 17,490 6,013 18,490 23,233 Extraordinary item (264) (375) (378) (16,775) Net earnings 17,226 5,638 18,112 6,458 Earnings per common share Before extraordinary item .25 .09 .27 .33 Extraordinary item -- (.01) (.01) (.24) Net earnings .25 .08 .26 .09 REFERENCE IS MADE TO NOTE 2 FOR SPECIAL CHARGES, NOTE 3 FOR EXTRAORDINARY ITEM AND NOTE 1 FOR EARNINGS PER SHARE. 41 13.COMMITMENTS AND CONTINGENCIES Coltec and certain of its subsidiaries are liable for lease payments and are defendants in various lawsuits, including actions involving asbestos-containing products and certain environmental proceedings. With respect to asbestos product liability and related litigation costs, as of December 31, 1995, and 1994, two subsidiaries of Coltec were among a number of defendants (typically 15 to 40) in approximately 105,300 and 76,700 actions, respectively, (including approximately 4,900 and 3,300 actions, respectively, in advanced stages of processing) filed in various states by plaintiffs alleging injury or death as a result of exposure to asbestos fibers. Through December 31, 1995, approximately 131,200 of the approximately 236,500 total actions brought have been settled or otherwise disposed of. The damages claimed for personal injury or death vary from case to case and in many cases plaintiffs seek $1,000,000 or more in compensatory damages and $2,000,000 or more in punitive damages. Although the law in each state differs to some extent, it appears, based on advice of counsel, that liability for compensatory damages would be shared among all responsible defendants, thus limiting the potential monetary impact of such judgments on any individual defendant. Following a decision of the Pennsylvania Supreme Court, in a case in which neither Coltec or any of its subsidiaries were parties, that held insurance carriers are obligated to cover asbestos-related bodily injury actions if any injury or disease process, from first exposure through manifestation, occurred during a covered policy period (the "continuous trigger theory of coverage"), Coltec settled litigation with its primary and most of its first-level excess insurance carriers, substantially on the basis of the Court's ruling. Coltec has negotiated a final agreement with most of its excess carriers that are in the layers of coverage immediately above its first layer. Coltec is currently receiving payments pursuant to this agreement. Coltec believes that, with respect to the remaining carriers, a final agreement can be achieved without litigation and on substantially the same basis that it has resolved the issues with its other carriers. Settlements are generally made on a group basis with payments made to individual claimants over periods of one to four years. During 1995, 1994 and 1993, two subsidiaries of Coltec received approximately 44,000, 29,800 and 27,400 new actions, respectively. Payments were made with respect to asbestos liability and related costs aggregating $56,739,000 in 1995, $46,374,000 in 1994, and $38,677,000 in 1993, substantially all of which were covered by insurance. In accordance with Coltec's internal procedures for the processing of asbestos product liability actions and due to the proximity to trial or settlement, certain outstanding actions have progressed to a stage where Coltec can reasonably estimate the cost to dispose of these actions. As of December 31, 1995, Coltec estimates that the aggregate remaining cost of the disposition of the settled actions for which payments remain to be made and actions in advanced stages of processing, including associated legal costs, is approximately $59,241,000, and Coltec expects that this cost will be substantially covered by insurance. With respect to the 100,400 outstanding actions as of December 31, 1995, which are in preliminary procedural stages, Coltec lacks sufficient information upon which judgments can be made as to the validity or ultimate disposition of such actions, thereby making it difficult to estimate with reasonable certainty the potential liability or costs to Coltec. When asbestos actions are received they are typically forwarded to local counsel to ensure that the appropriate preliminary procedural response is taken. The complaints typically do not contain sufficient information to permit a reasonable evaluation as to their merits at the time of receipt, and in jurisdictions encompassing a majority of the outstanding actions, the practice has been that little or no discovery or other action is taken until several months prior to the date set for trial. Accordingly, Coltec generally does not have the information necessary to analyze the actions in sufficient detail to estimate the ultimate liability or costs to Coltec, if any, until the actions appear on a trial calendar. A determination to seek dismissal, to attempt to settle or to proceed to trial is typically not made prior to the receipt of such information. It is also difficult to predict the number of asbestos lawsuits that Coltec's subsidiaries will receive in the future. Coltec has noted that, with respect to recently settled actions or actions in advanced stages of processing, the mix of the injuries alleged and the mix of the occupations of the plaintiffs have been changing from those traditionally associated with Coltec's asbestos-related actions. Coltec is not able to determine with reasonable certainty whether this trend will continue. Based upon the foregoing, and due to the unique factors inherent in each of the actions, including the nature of the disease, the occupation of the plaintiff, the presence or 42 absence of other possible causes of a plaintiff's illness, the availability of legal defenses, such as the statute of limitations or state of the art, and whether the lawsuit is an individual one or part of a group, management is unable to estimate with reasonable certainty the cost of disposing of outstanding actions in preliminary procedural stages or of actions that may be filed in the future. However, Coltec believes that its subsidiaries are in a favorable position compared to many other defendants because, among other things, the asbestos fibers in its asbestos-containing products were encapsulated. Considering the foregoing, as well as the experience of Coltec's subsidiaries and other defendants in asbestos litigation, the likely sharing of judgments among multiple responsible defendants, and the significant amount of insurance coverage that Coltec expects to be available from its solvent carriers, Coltec believes that pending and reasonably anticipated future actions are not likely to have a material effect on Coltec's results of operations and financial condition. Although the insurance coverage which Coltec has is substantial, it should be noted that insurance coverage for asbestos claims is not available to cover exposures initially occurring on and after July 1, 1984. Coltec's subsidiaries continue to be named as defendants in new cases, some of which allege initial exposure after July 1, 1984. In addition to claims for personal injury, Coltec's subsidiaries have been involved in an insignificant number of property damage claims based upon asbestos-containing materials found in schools, public facilities and private commercial buildings. Based upon proceedings to date, the overwhelming majority of these claims have been resolved without a material adverse impact on Coltec. Likewise, the insignificant number of claims remaining to be resolved are not expected to have a material effect on Coltec's results of operations and financial condition. Coltec has recorded an accrual for its liabilities for asbestos-related matters that are deemed probable and can be reasonably estimated (settled actions and actions in advanced stages of processing), and has separately recorded an asset equal to the amount of such liabilities that is expected to be recovered by insurance. In addition, Coltec has recorded a receivable for that portion of payments previously made for asbestos product liability actions and related litigation costs that is recoverable from its insurance carriers. Liabilities for asbestos related matters and the receivable from insurance carriers included in the Consolidated Balance Sheet are as follows: DECEMBER 31, (IN THOUSANDS) 1995 1994 Accounts and notes receivable -- other $ 53,677 $ 68,179 Other assets 16,243 13,119 Accrued expenses -- other 47,791 34,099 Other liabilities 11,450 8,155 With respect to environmental proceedings, Coltec has been notified that it is among the Potentially Responsible Parties ("PRPs") under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or similar state laws, for the costs of investigating and in some cases remediating contamination by hazardous materials at several sites. CERCLA imposes joint and several liability for the costs of investigating and remediating properties contaminated by hazardous materials. Liability for these costs can be imposed on present and former owners or operators of the properties or on parties who generated the wastes that contributed to the contamination. The process of investigating and remediating contaminated properties can be lengthy and expensive. The process is also subject to the uncertainties occasioned by changing legal requirements, developing technological applications and liability allocations among PRPs. Based on the progress to date in the investigation, cleanup and allocation of responsibility for these sites, Coltec has estimated that its costs in connection with these sites approximate $20,000,000 at December 31, 1995, and has accrued for this amount in the Consolidated Balance Sheet as of December 31, 1995. Although Coltec is pursuing insurance recovery in connection with certain of these matters, Coltec has not recorded a receivable with respect to any potential recovery of costs in connection with any environmental matter. Under operating lease commitments, expiring on various dates after December 31, 1996, Coltec and certain of its subsidiaries are obligated as of December 31, 1995, to pay rentals totaling $26,779,000 as follows: $6,097,000 in 1996, $5,392,000 in 1997, $4,536,000 in 1998, $3,657,000 in 1999, $2,752,000 in 2000, and $4,345,000 in later years. 43 REPORT OF MANAGEMENT The management of Coltec Industries Inc is responsible for the preparation of the financial statements and related financial information included in this Annual Report and for their integrity and objectivity. The financial statements have been prepared in conformity with generally accepted accounting principles and contain estimates and judgments by management as appropriate. The Company maintains a system of internal accounting control designed to provide reasonable assurance that assets are safeguarded, transactions are executed and recorded in accordance with management's authorization and accounting records may be relied upon for preparation of financial statements. Management is responsible for maintenance of these systems, which is accomplished through communication of established written codes of conduct, policies and procedures; selection of qualified personnel; and appropriate delegation of authority and segregation of responsibilities. Adherence to these controls, policies and procedures is monitored and evaluated by the Company's internal auditors. Coltec Industries Inc's financial statements have been audited by Arthur Andersen LLP, the Company's independent public accountants. In planning and performing their audit of the Company's financial statements, the independent public accountants consider the internal control structure in determining their auditing procedures. The independent public accountants also prepare recommendations for improving policies and procedures and such recommendations are communicated to management and the Audit Committee of the Board of Directors. The Audit Committee, composed solely of outside directors, meets periodically with management, the independent public accountants and the internal auditors, to review matters relating to the system of internal accounting control and the Company's financial statements. Both the independent public accountants and internal auditors have direct access to the Audit Committee, with or without the presence of management, to discuss the scope and results of their audits and their comments on the adequacy of the Company's internal accounting control system. /s/ John W. Guffey Jr. JOHN W. GUFFEY, JR. Chairman, President and Chief Executive Officer /s/ Paul G. Schoen PAUL G. SCHOEN Executive Vice President, Finance; Treasurer, and Chief Financial Officer REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF COLTEC INDUSTRIES INC: We have audited the accompanying consolidated balance sheets of Coltec Industries Inc (a Pennsylvania corporation) and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Coltec Industries Inc and subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP New York, N.Y. January 22, 1996 Directors top row, left to right Paul G. Schoen Executive Vice President, Finance; Treasurer, and Chief Financial Officer Coltec Industries Inc J. Bradford Mooney, Jr. Oceanography Consultant (Retired) Rear Admiral, U.S. Navy Professor Joel Moses Provost Massachusetts Institute of Technology Joseph R. Coppola Chairman, President and Chief Executive Officer Giddings & Lewis, Inc. bottom row, left to right John W. Guffey, Jr. Chairman, President and Chief Executive Officer Coltec Industries Inc David I. Margolis (Retired) Former Chairman and Chief Executive Officer Coltec Industries Inc Richard A. Stuckey Economic Consultant (Retired) Chief Economist of E.I. du Pont de Nemours & Co. Officers John W. Guffey, Jr. Chairman, President and Chief Executive Officer Laurence H. Polsky Executive Vice President, Administration Paul G. Schoen Executive Vice President, Finance; Treasurer, and Chief Financial Officer John M. Cybulski Senior Vice President, Aerospace Richard L. Dashnaw Senior Vice President, Group Operations Robert J. Tubbs Senior Vice President, General Counsel and Secretary Transfer Agent and Registrar Chemical Mellon Shareholder Services, L.L.C. Auditors Arthur Andersen LLP Executive Offices 430 Park Avenue New York, NY 10022-3597 (212) 940-0400 Affirmative Action In striving to develop and maintain an effective work force, the company provides employment, training and advancement opportunities without regard to race, color, religion, sex, age, national origin or disability. The company's affirmative action program covers the employment of minorities, women, disabled persons, Vietnam veterans or special disabled veterans. Domestic Operations Aerospace/Government Chandler Evans Control Systems Charter Oak Boulevard P.O. Box 330651 West Hartford, CT 06133-0651 860/236-0651 Delavan Gas Turbine Products P.O. Box 65100 811 Fourth Street West Des Moines, IA 50265-0100 515/274-1561 Fairbanks Morse Engine 701 White Avenue Beloit, WI 53511 608/364-4411 Lewis Engineering 238 Water Street Naugatuck, CT 06770-0231 203/597-6900 Menasco Aerosystems 4000 South Highway 157 Euless, TX 76040-7012 817/283-4471 Walbar Inc Peabody Industrial Center Fifth Street Peabody, MA 01960-3369 508/532-2350 Automotive Farnam Sealing Systems 650 Stephenson Highway Troy, MI 48083 810/588-0044 Holley Automotive 11955 East Nine Mile Road Warren, MI 48089-2003 810/497-4000 Holley Performance Products 1801 Russellville Road P.O. Box 10360 Bowling Green, KY 42102-7360 502/782-2900 Performance Friction Products Rt. 3, Box 168 Highway 349 P.O. Box 8326 Longview, TX 75607 903/643-7991 Stemco Truck Products 300 East Industrial Boulevard P.O. Box 1989 Longview, TX 75606-1989 903/758-9981 Industrial Delavan Commercial Products 20 Delavan Drive Lexington, TN 38351 901/968-8152 FMD Electronics 6402 Rockton Road Roscoe, IL 61073 815/389-3660 France Compressor Products 104 Pheasant Run Newtown, PA 18940 215/968-5959 Garlock Bearings 700 Mid Atlantic Parkway Thorofare, NJ 08086 609/848-3200 Garlock Mechanical Packing 1666 Division Street Palmyra, NY 14522 315/597-4811 Plastomer Products 23 Friends Lane Newtown, PA 18940 215/968-5011 Garlock Valves & Industrial Plastics 602 North 10th Street P.O. Box 648 Camden, NJ 08101-0648 609/964-0370 Haber Tool 12850 Inkster Road Detroit, MI 48239 313/255-1750 Ortman Fluid Power 19 143rd Street Hammond, IN 46327 219/931-1710 Quincy Compressor 3501 Wismann Lane P.O. Box C2 Quincy, IL 62301-1257 217/222-7700 Sterling Die 13811 Enterprise Avenue Cleveland, OH 44135-5196 216/267-1300 International Facilities of Domestic OperationsColtec Aerospace Canada Ltd Menasco Aerospace 1400 South Service Road West Oakville, Ontario, Canada L6L 5Y7 905/827-7777 Coltec Aerospace Canada Ltd Menasco Aviation Services 5415 North Service Road Burlington, Ontario, Canada L7L 5H7 905/319-3006 Coltec Aerospace Canada Ltd Walbar Canada 1865 Sharlyn Road Mississauga, Ontario, Canada L4X 1R2 905/602-1810 Delavan Ltd Gorsey Lane Widnes Cheshire WA8 ORJ England 44-151-424-6821 Garlock of Canada Ltd France Compressor Products P.O. Box 636 124 Shaver Street Brantford, Ontario Canada N3T 5P9 519/753-8671 Garlock of Canada Ltd Mechanical Packing 2860 Plymouth Drive Oakville, Ontario Canada L6H 5S8 905/829-3200 Garlock of Canada Ltd Mechanical Packing 4100 Rue Garlock Sherbrooke, Quebec Canada J1L 1W5 819/563-8080 Garlock of Canada Ltd Stemco Truck Products 400 Trader's Boulevard East Mississauga, Ontario Canada L4Z 1W7 905/890-1900 Garlock GmbH France Compressor Products Hans Boecklerstrasse 32 6080 Gross Gerau 64502 Neuss Germany 49-6152-93160 Garlock GmbH Mechanical Packing Postfach 21 04 64 41430 Neuss Germany 49-2131-3490 Garlock GmbH Valves & Industrial Plastics Gescheftsbereich Armaturen Postfach 10 05 49 41405 Neuss Germany 49-2131-31080 Garlock (Great Britain) Limited France Compressor Products Imperial Court - Unit 1 Magellan Close Andover Hants SP 10 5NT England 44-1264-357421 Garlock (Great Britain) Limited Mechanical Packing Unit 5 Pipers Court, Berkshire Drive Thatcham, Newbury Berkshire RG13 4ER England 44-1635-871778 Garlock (Great Britain) Limited Stemco Truck Products Hambridge Road Newbury Berkshire RG14 5TG England 44-1635-38668 Louis Mulas Sucs., S.A. de C.V. Mechanical Packing Apartado Postal 15-111 Poniente 116, No. 571 Colonia Industrial Vallejo Delegacion Azcapotzalco 02300 Mexico, D.F. 525/567-5600 Garlock de Mexico, S.A. de C.V. Mechanical Packing Division Apartado Postal 15-103 Poniente 116, No.571 Colonia Industrial Vallejo Delegacion Azcapotzalco 02300 Mexico, D.F. 525/567-7011 Garlock Pty. Ltd Mechanical Packing 10 Willis Street P.O. Box 54 Arncliffe, N.S.W. 2205 Australia 61-2-597-4422 Holley Automotive Group Limited Unit 2230 Kettering Parkway Kettering Venture Park North Hamptonshire NN156XP United Kingdom 44- 1536-534500 Holley Automotive Systems GmbH Scheffelstrasse 73 Falkenweg 1 41468 Neuss Germany 49-2131-3490 Liard S.A. France Compressor Products Route Nationale 49 BP 69-F-59570 Bavay Cedex France 33-2763-1664 Liard S.A. Stemco Truck Products Z1 La Petite Montagne SUD 1 Allee du Dauphine 91018 Evry Cedex France 33-1-6086-9717