FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
COMMISSION FILE NUMBER 1-892
GOODRICH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 34-0252680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, N.C. 28217
------------------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 704-423-7000
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of September 30, 2001, there were 101,938,739 shares of common stock
outstanding (excluding 14,000,000 shares held by a wholly-owned subsidiary).
There is only one class of common stock.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOODRICH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
2001 2000 2001 2000
--------- ------- -------- ---------
Sales $ 1,051.9 $ 932.4 $3,131.7 $ 2,739.2
Operating Costs and Expenses:
Cost of sales 752.9 673.4 2,236.6 1,982.7
Selling and administrative expenses 144.4 118.8 445.8 362.0
Merger-related and consolidation costs 1.5 8.3 14.9 29.1
--------- ------- -------- ---------
898.8 800.5 2,697.3 2,373.8
--------- ------- -------- ---------
Operating income 153.1 131.9 434.4 365.4
Interest expense (24.1) (28.4) (82.8) (77.3)
Interest income 7.0 0.8 18.9 3.4
Other income (expense) - net (8.1) (6.4) (15.9) (13.4)
--------- ------- -------- ---------
Income before
income taxes and Trust distributions 127.9 97.9 354.6 278.1
Income tax expense (43.1) (34.5) (118.9) (97.2)
Distributions on Trust Preferred
Securities (4.6) (4.6) (13.8) (13.8)
--------- ------- -------- ---------
Income from Continuing Operations 80.2 58.8 221.9 167.1
Income from Discontinued Operations 7.8 21.1 121.7 80.6
--------- ------- -------- ---------
Net Income $ 88.0 $ 79.9 $ 343.6 $ 247.7
========= ======= ======== =========
Basic Earnings per Share:
Continuing operations $ 0.77 $ 0.58 $ 2.14 $ 1.58
Discontinued operations 0.08 0.21 1.18 0.76
--------- ------- -------- ---------
Net Income $ 0.85 $ 0.79 $ 3.32 $ 2.34
========= ======= ======== =========
Diluted Earnings per Share:
Continuing operations $ 0.76 $ 0.57 $ 2.10 $ 1.56
Discontinued operations 0.07 0.20 1.14 0.75
--------- ------- -------- ---------
Net Income $ 0.83 $ 0.77 $ 3.24 $ 2.31
========= ======= ======== =========
Dividends declared per common share $ 0.275 $ 0.275 $ 0.825 $ 0.825
========= ======= ======== =========
See notes to condensed consolidated financial statements.
2
GOODRICH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS)
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------- --------
ASSETS
Current Assets
Cash and cash equivalents $ 84.3 $ 77.5
Accounts and notes receivable, less allowances
for doubtful receivables ($40.9 at
September 30, 2001; $26.1 at December 31, 2000) 683.8 633.3
Inventories 905.8 809.6
Deferred income taxes 154.9 92.0
Prepaid expenses and other assets 34.7 75.1
Net assets of discontinued operations 283.4 1,049.7
-------- --------
Total Current Assets 2,146.9 2,737.2
-------- --------
Property, plant and equipment 949.5 897.0
Prepaid pension 243.8 235.0
Goodwill 763.5 681.7
Identifiable intangible assets 131.6 102.1
Payment-in-kind notes receivable, less discount
($21.9 at September 30, 2001) 163.1 --
Other assets 461.2 403.7
Net assets of discontinued operations -- 233.6
-------- --------
$4,859.6 $5,290.3
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term bank debt $ 10.6 $ 755.6
Accounts payable 413.3 366.3
Accrued expenses 479.6 517.0
Income taxes payable 219.3 59.3
Current maturities of long-term debt
and capital lease obligations 9.7 179.2
-------- --------
Total Current Liabilities 1,132.5 1,877.4
-------- --------
Long-term debt and capital lease obligations 1,310.6 1,301.4
Pension obligations 61.4 61.4
Postretirement benefits other than pensions 328.0 334.4
Deferred income taxes 20.9 2.4
Other non-current liabilities 232.4 212.9
Commitments and contingent liabilities -- --
Mandatorily redeemable preferred securities of trust 274.8 273.8
Shareholders' Equity
Common stock - $5 par value
Authorized 200,000,000 shares; issued 115,096,525 shares
at September 30, 2001, and 113,295,049 shares at
December 31, 2000 (excluding 14,000,000 shares
held by a wholly-owned subsidiary at each date) 575.5 566.5
Additional capital 972.6 922.8
Income retained in the business 416.1 158.1
Accumulated other comprehensive income (61.1) (59.6)
Unearned portion of restricted stock awards (0.7) (1.2)
Common stock held in treasury, at cost (13,157,786 shares
at September 30, 2001, and 10,964,761 shares
at December 31, 2000) (403.4) (360.0)
-------- --------
Total Shareholders' Equity 1,499.0 1,226.6
-------- --------
$4,859.6 $5,290.3
======== ========
See notes to condensed consolidated financial statements.
3
GOODRICH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(DOLLARS IN MILLIONS)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2001 2000
-------- --------
OPERATING ACTIVITIES
Income from continuing operations $ 221.9 $ 167.1
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Merger related and consolidation:
Expenses 14.9 29.1
Payments (22.2) (41.0)
Depreciation and amortization 129.3 122.7
Deferred income taxes 24.2 14.7
Net gains on sales of businesses (7.2) (2.0)
Payment-in-kind interest income (12.3) --
Change in assets and liabilities, net of effects
of acquisitions and dispositions of
Businesses:
Receivables (50.1) (105.5)
Sale of receivables 6.0 5.6
Inventories (87.6) (69.1)
Other current assets (16.1) (10.3)
Accounts payable 17.1 16.1
Accrued expenses 15.8 1.4
Income taxes payable 62.5 (39.2)
Tax benefit on non-qualified options (7.6) --
Other non-current assets and liabilities (73.9) (121.8)
-------- --------
Net cash provided by (used in) operating activities of
continuing operations 214.7 (32.2)
-------- --------
INVESTING ACTIVITIES
Purchases of property (134.6) (85.2)
Proceeds from sale of property 0.7 22.5
Proceeds from sale of businesses 15.6 4.8
Payments made in connection with acquisitions,
net of cash acquired (119.2) (37.6)
-------- --------
Net cash used by investing activities of continuing
operations (237.5) (95.5)
-------- --------
FINANCING ACTIVITIES
Increase (decrease) in short-term debt (729.0) 500.8
Repayment of long-term debt and capital lease
obligations (179.1) --
Proceeds from issuance of capital stock 50.6 16.1
Purchases of treasury stock (27.8) (300.1)
Dividends (85.1) (89.5)
Distributions on Trust preferred securities (13.8) (13.8)
-------- --------
Net cash provided (used) by financing activities of
continuing operations (984.2) 113.5
-------- --------
DISCONTINUED OPERATIONS
Net cash provided (used) by discontinued operations (24.4) 41.5
Proceeds from sale of discontinued operations 1,035.7 --
-------- --------
Net cash provided by discontinued operations 1,011.3 41.5
-------- --------
Effect of Exchange Rate Changes on Cash and Cash
Equivalents 2.5 (3.5)
-------- --------
Net Increase in Cash and Cash Equivalents 6.8 23.8
Cash and Cash Equivalents at Beginning of Period 77.5 66.4
-------- --------
Cash and Cash Equivalents at End of Period $ 84.3 $ 90.2
======== ========
See notes to condensed consolidated financial statements.
4
GOODRICH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A: BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION - The accompanying
unaudited condensed consolidated financial statements of Goodrich Corporation
("Goodrich" or the "Company") have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Certain amounts in prior year financial
statements have been reclassified to conform to the current year presentation.
Operating results for the three and nine months ended September 30, 2001 are not
necessarily indicative of the results that may be achieved for the year ending
December 31, 2001. For further information, refer to the consolidated financial
statements and footnotes included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.
As discussed in Note H, the Company's Performance Materials and Engineered
Industrial Products ("EIP") segments have been accounted for as discontinued
operations. Unless otherwise noted, disclosures herein pertain to the Company's
continuing operations.
NOTE B: ACQUISITIONS - In the first nine months of 2001, the Company acquired a
manufacturer of aerospace lighting systems and related electronics, as well as
the assets of a designer and manufacturer of inertial sensors used for guidance
and control of unmanned vehicles and precision-guided systems. Total
consideration aggregated $114.4 million, of which $101.6 million represented
goodwill and other intangible assets. The purchase price allocation for these
acquisitions has been based on preliminary estimates.
NOTE C: INVENTORIES - Inventories included in the accompanying Condensed
Consolidated Balance Sheet consist of:
(DOLLARS IN MILLIONS) SEPTEMBER 30, DECEMBER 31,
2001 2000
------- -------
FIFO or average cost (which approximates current
costs):
Finished products $ 154.7 $ 170.7
In process 628.8 563.9
Raw materials and supplies 205.5 162.8
------- -------
989.0 897.4
Less:
Reserve to reduce certain
inventories to LIFO (40.9) (39.0)
Progress payments and advances (42.3) (48.8)
------- -------
Total $ 905.8 $ 809.6
======= =======
In-process inventories include significant deferred costs related to production,
pre-production and excess-over-average costs for long-term contracts. The
Company has pre-production inventory of $63.2 million related to design and
development costs on the B717-200 program at September 30, 2001. In addition,
the Company has excess-over-average inventory of $50.6 million related to costs
associated with the production of the flight test inventory and the first
production units on this program. The aircraft was certified by the FAA on
September 1, 1999. Boeing is currently evaluating the 717 program. If the
program is significantly curtailed or cancelled, the Company would be required
to recognize a non-cash charge for a portion of its investment in non-recurring
engineering and inventory related to this program.
5
NOTE D: BUSINESS SEGMENT INFORMATION - Due to the sale of the Company's
Performance Materials segment earlier this year, as well as the intended
spin-off of the Company's EIP segment early in 2002, the Company has redefined
its segments in accordance with SFAS 131. The Company's operations are now
classified into four reportable business segments: Aerostructures and Aviation
Technical Services, Landing Systems, Engine and Safety Systems, and Electronic
Systems. Accordingly, the Company has reclassified all periods based on its
revised segment reporting.
Aerostructures and Aviation Technical Services: Aerostructures is a leading
supplier of nacelles, pylons, thrust reversers and related aircraft engine
housing components. The aviation technical sales division performs comprehensive
total aircraft maintenance, repair, overhaul and modification for many
commercial airlines, independent operations, aircraft leasing companies and
airfreight carriers.
Landing Systems: Landing Systems provides systems and components pertaining to
aircraft taxi, take-off, landing and stopping. Several divisions within the
group are linked by their ability to contribute to the integration design,
manufacture and service of entire aircraft undercarriage systems, including
sensors, landing gear, certain brake controls and wheels and brakes.
Engine and Safety Systems: Engine and Safety Systems produces engine and fuel
controls, pumps, fuel delivery systems, as well as structural and rotating
components such as disks, blisks, shafts and airfoils. This group also produces
aircraft evacuation, de-icing and passenger restraint systems, as well as
ejection seats and crew and attendant seating.
Electronic Systems: Electronic Systems produces a wide array of products that
provide flight performance measurements, flight management, and control and
safety data. Included are a variety of sensors systems that measure and manage
aircraft fuel and monitor oil debris; engine, transmission and structural
health; and aircraft motion control systems. The group's products also include
instruments and avionics, warning and detection systems, ice detection systems,
test equipment, aircraft lighting systems, landing gear cables and harnesses,
satellite control, data management and payload systems, launch and missile
telemetry systems, airborne surveillance and reconnaissance systems and laser
warning systems.
Segment operating income is total segment revenue reduced by operating expenses
identifiable with that business segment. Merger related and consolidation costs
are presented separately and are discussed in Note G of these unaudited
condensed consolidated financial statements. The accounting policies of the
reportable segments are the same as those for the consolidated Company. There
are no significant intersegment sales.
(DOLLARS IN MILLIONS) THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- -------- --------
Sales
Aerostructures and Aviation
Technical Services $ 374.0 $ 375.4 $1,139.3 $1,081.4
Landing Systems 293.1 265.9 862.8 785.0
Engine and Safety Systems 190.0 158.7 576.2 473.6
Electronic Systems 194.8 132.4 553.4 399.2
-------- -------- -------- --------
Total Sales $1,051.9 $ 932.4 $3,131.7 $2,739.2
======== ======== ======== ========
Segment Operating Income
Aerostructures and Aviation
Technical Services $ 60.7 $ 57.3 $ 176.6 $ 155.2
Landing Systems 40.9 35.7 115.2 108.1
Engine and Safety Systems 35.4 28.3 104.4 87.1
Electronic Systems 29.9 33.1 94.3 85.9
-------- -------- -------- --------
166.9 154.4 490.5 436.3
Corporate General and
Administrative Expenses (12.3) (14.2) (41.2) (41.8)
Merger-related and
Consolidation Costs (1.5) (8.3) (14.9) (29.1)
-------- -------- -------- --------
Total Operating Income $ 153.1 $ 131.9 $ 434.4 $ 365.4
======== ======== ======== ========
6
SEPTEMBER 30, DECEMBER 31,
2001 2000
-------- --------
Assets
Aerostructures and Aviation
Technical Services $1,329.5 $1,237.3
Landing Systems 1,002.4 948.8
Engine and Safety Systems 544.0 504.7
Electronic Systems 992.2 821.6
Net Assets of Discontinued Operations 283.4 1,283.3
Corporate 708.1 494.6
-------- --------
Total Assets $4,859.6 $5,290.3
======== ========
NOTE E: EARNINGS PER SHARE - The computation of basic and diluted earnings per
share from continuing operations is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
2001 2000 2001 2000
-------- -------- -------- --------
Numerator:
Numerator for basic earnings per share
- income available to common $ 80.2 $ 58.8 $ 221.9 $ 167.1
shareholders
Effect of dilutive securities:
Convertible preferred securities 1.3 1.6 4.3 --
------- ------- ------- -------
Numerator for diluted earnings per
share-income available to common
shareholders after assumed
conversions $ 81.5 $ 60.4 $ 226.2 $ 167.1
======= ======= ======= =======
Denominator:
Denominator for basic earnings per
share - weighted-average shares 103.9 101.6 103.5 105.7
------- ------- ------- -------
Effect of dilutive securities:
Stock options, performance shares
and restricted shares 0.3 1.8 1.1 1.4
Convertible preferred securities 2.9 2.9 2.9 --
------- ------- ------- -------
Dilutive potential common shares 3.2 4.7 4.0 1.4
------- ------- ------- -------
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 107.1 106.3 107.5 107.1
======= ======= ======= =======
Earnings per share:
Basic $ 0.77 $ 0.58 $ 2.14 $ 1.58
======= ======= ======= =======
Diluted $ 0.76 $ 0.57 $ 2.10 $ 1.56
======= ======= ======= =======
The computation of diluted earnings per share for the nine months ended
September 30, 2000 excludes the effect of 2.9 million potential common shares
for assumed conversions of convertible preferred securities because the effect
would be anti-dilutive.
7
NOTE F: COMPREHENSIVE INCOME
Total comprehensive income consists of the following:
(DOLLARS IN MILLIONS) THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
2001 2000 2001 2000
------- ------- ------- -------
Net Income $ 88.0 $ 79.9 $ 343.6 $ 247.7
Other Comprehensive Income -
Unrealized translation
adjustments during period (0.1) (15.2) (1.5) (18.3)
------- ------- ------- -------
Total Comprehensive Income $ 87.9 $ 64.7 $ 342.1 $ 229.4
======= ======= ======= =======
Accumulated other comprehensive income consists of the following (dollars in
millions):
SEPTEMBER 30, DECEMBER 31,
2001 2000
------- -------
Cumulative unrealized translation
adjustments $ (55.4) $ (53.9)
Minimum pension liability adjustment (5.7) (5.7)
------- -------
$ (61.1) $ (59.6)
======= =======
NOTE G: MERGER RELATED AND CONSOLIDATION COSTS
Through September 30, 2001, the Company recorded charges totaling $14.9 million
($9.9 million after-tax). The charges were recorded as follows:
(DOLLARS IN MILLIONS) NINE MONTHS
ENDED
SEPTEMBER 30,
2001
-------
Segments $ 13.0
Corporate 1.9
-------
$ 14.9
=======
Merger-related and consolidation reserves at December 31, 2000 and September 30,
2001, as well as activity during the nine months ended September 30, 2001,
consisted of:
(DOLLARS IN MILLIONS)
-----------------------------------------------------
BALANCE BALANCE
DECEMBER 31, SEPTEMBER 30,
2000 PROVISION ACTIVITY 2001
---- --------- -------- ----
Personnel-related $ 12.9 $ 6.9 $ (9.1) $ 10.7
costs
Transaction costs 1.9 -- (1.9) --
Consolidation 43.4 8.0 (45.9) 5.5
------ ------ ------ ------
$ 58.2 $ 14.9 $(56.9) $ 16.2
====== ====== ====== ======
The $14.9 million PROVISION for the nine months ended September 30, 2001 related
to:
- $1.1 million for employee relocation costs (personnel-related)
- $5.8 million for employee severance costs - approximately 335 positions
(personnel-related)
- $7.3 million for facility consolidation and closure costs
(consolidation)
- $0.7 million for asset write-offs (consolidation)
The $56.9 million in ACTIVITY during the nine months ended September 30, 2001
includes reserve reductions of $65.0 million consisting of $22.2 million in cash
payments, $1.4 million reclassified to pension and postretirement benefit
liabilities and $41.4 million for restructuring costs associated with the sale
of Performance Materials that will be administered by the buyer. Also included
in the activity column is a $7.1 million increase in reserves, primarily for
severance costs, associated with two acquisitions, $0.8 million in reserves
transferred from Performance Materials for severance costs that will be
administered by the Company and a $0.2 net increase in reserves for revision of
prior estimates.
8
NOTE H: DISCONTINUED OPERATIONS - The disposition of the Performance Materials
and Engineered Industrial Products segments represent the disposal of segments
under APB Opinion No. 30 ("APB 30"). Accordingly, the revenues, costs and
expenses, assets and liabilities, and cash flows of Performance Materials and
Engineered Industrial Products have been segregated in the Condensed
Consolidated Statement of Income, Condensed Consolidated Balance Sheet and
Condensed Consolidated Statement of Cash Flows.
The following summarizes the results of discontinued operations:
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
(Dollars in millions) 2001 2000 2001 2000
------ ------ ------ --------
Sales:
Performance Materials $ -- $284.8 $187.0 $ 890.9
Engineered Industrial Products 151.0 161.0 487.5 507.2
------ ------ ------ --------
$151.0 $445.8 $674.5 $1,398.1
====== ====== ====== ========
Pretax income (loss) from operations:
Performance Materials $ -- $ 12.6 $ (3.6) $ 57.1
Engineered Industrial Products 12.4 22.6 48.4 76.6
------ ------ ------ --------
12.4 35.2 44.8 133.7
Income tax expense (4.6) (14.1) (16.6) (53.1)
Gain on sale of Performance Materials (net of
income tax expense of $54.9 million in 2001) -- -- 93.5 --
------ ------ ------ --------
Income from discontinued operations $ 7.8 $ 21.1 $121.7 $ 80.6
====== ====== ====== ========
PERFORMANCE MATERIALS
On February 28, 2001, the Company completed the sale of its Performance
Materials segment to an investor group led by AEA Investors, Inc. for
approximately $1.4 billion. Total net proceeds, after anticipated tax payments
and transaction costs, included approximately $1 billion in cash and $172
million in debt securities issued by the buyer (see additional discussion
regarding the debt securities received in Note I below). The transaction
resulted in an after-tax gain of $93.5 million and is subject to certain post
closing adjustments (e.g. working capital adjustments).
The Company has calculated a $25 million working capital adjustment in its
favor, which has been considered in the after-tax gain noted above. The Buyer is
disputing the Company's working capital adjustment and has asserted that the
Company owes the Buyer approximately $10 million under the purchase and sale
agreement. Should the parties not be able to settle their differences, the
disputed matters will be forwarded to an independent third party for resolution.
Such resolution will be final and binding on all parties. The Company expects to
finalize the working capital adjustment in late 2001 or early 2002.
Pursuant to the terms of the transaction, the Company has retained certain
assets and liabilities (primarily pension, postretirement and environmental
liabilities) of the Performance Materials segment. The Company has also agreed
to indemnify the buyer for liabilities arising from certain events as defined in
the agreement. Such indemnification is not expected to be material to the
Company's financial condition, but could be material to the Company's results of
operations in a given period. During the quarter, the Company completed the sale
of the segment's Electronic Materials business. The resulting gain was offset by
additional costs related to the sale of Performance Materials.
ENGINEERED INDUSTRIAL PRODUCTS
During September 2001, the Company announced that its Board of Directors has
approved in principle the tax-free spin-off of its Engineered Industrial
Products business to shareholders. The transaction will create a new publicly
traded company, focused on its own customers, products and markets. The spin-off
is expected to be completed in early 2002. Application will be made to list the
shares of the new company on the New York Stock Exchange.
According to the plan, Goodrich shareholders will receive one share in the new
industrial company for every five Goodrich shares they own as of the record date
for the distribution.
9
The new industrial company will include substantially all the assets and
liabilities of the Engineered Industrial Products segment, including the
associated asbestos liabilities and related insurance (see additional
information below) as well as certain obligations associated with former
businesses of Coltec Industries Inc ("Coltec"), a wholly-owned subsidiary of
Goodrich. The Company expects to offer to exchange the outstanding $300 million,
7.5 percent Coltec senior notes, for similar Goodrich securities prior to the
spin-off. In addition, Goodrich expects to make a cash tender offer for all of
the 5.25 percent convertible trust preferred securities of Coltec. Assuming that
these offers are fully subscribed, the new company will have total debt of
approximately $190 million at the time of the spin-off.
ENGINEERED INDUSTRIAL PRODUCTS - ASBESTOS
As of September 30, 2001, Garlock Inc. ("Garlock") and The Anchor Packing
Company ("Anchor"), two indirect wholly-owned subsidiaries of the Company, were
among a number of defendants (typically 15 to 40) in actions filed in various
states by plaintiffs alleging injury or death as a result of exposure to
asbestos fibers.
When settlement agreements are entered into with respect to such actions, they
are generally made on a group basis with payments made to individual claimants
over a period of one to four years. Garlock and Anchor recorded charges to
operations amounting to approximately $6.0 million during the first nine months
of 2001 and 2000 related to payments not covered by insurance. These amounts are
recorded within income from discontinued operations in the Condensed
Consolidated Statement of Income.
In accordance with internal procedures for the processing of asbestos product
liability actions and due to the proximity to trial or settlement, certain
outstanding actions against Garlock and Anchor have progressed to a stage where
the cost to dispose of these actions can be reasonably estimated. These actions
are classified as actions in advanced stages and are included in the table as
such below. Garlock and Anchor are also defendants in other asbestos-related
lawsuits or claims involving maritime workers, medical monitoring claimants,
co-defendants and property damage claimants. Based on its past experience, the
Company believes that these categories of claims will not involve any material
liability and are not included in the table below.
With respect to outstanding actions against Garlock and Anchor, which are in
preliminary procedural stages, as well as any actions that may be filed in the
future, the Company 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 what, if any, potential
liability or costs may be incurred by Garlock and Anchor. However, the Company
believes that Garlock and Anchor are in a favorable position compared to many
other defendants because, among other things, the asbestos fibers in the
asbestos-containing products sold by Garlock and Anchor were encapsulated.
Garlock discontinued distributing encapsulated asbestos-bearing products in the
United States during 2000.
Anchor is inactive and insolvent. The insurance coverage available to it is
fully committed. Anchor continues to pay settlement amounts covered by its
insurance and is not committing to settle any further actions.
Considering the foregoing, as well as the experience of Garlock and Anchor and
other defendants in asbestos litigation, the likely sharing of judgments among
multiple responsible defendants, recent bankruptcies of other defendants,
legislative efforts and given the substantial amount of insurance coverage that
Garlock expects to be available from its solvent carriers, the Company believes
that pending and reasonably anticipated future actions against Garlock and
Anchor are not likely to have a material adverse effect on the Company's
financial condition, but could be material to the Company's results of
operations or cash flows in a given period.
Although the insurance coverage which Garlock has available to it is substantial
(approximately $923 million, of which approximately $177 million was committed
as of September 30, 2001), it should be noted that insurance coverage for
asbestos claims is not available to cover exposures initially occurring on and
after July 1, 1984. Garlock and Anchor continue to be named as defendants in new
actions, some of which allege initial exposure after July 1, 1984. However,
these cases are not significant and Garlock and Anchor regularly reject them for
settlement.
10
The Company has recorded an accrual for liabilities related to Garlock and
Anchor 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, the Company has recorded a
receivable for that portion of payments previously made for Garlock and Anchor
asbestos product liability actions and related litigation costs that is
recoverable from their insurance carriers. These amounts are presented net
within the Condensed Consolidated Balance Sheet within net assets of
discontinued operations. A table is provided below depicting quantitatively the
items discussed above.
NINE MONTHS ENDED
(DOLLARS IN MILLIONS) SEPTEMBER 30, SEPTEMBER 30,
2001 2000
--------- ---------
New Actions Filed 30,500 29,500
Payments $ (136.5) $ (90.3)
Insurance Received 70.9 49.0
--------- ---------
Net Cash Flow $ (65.6) $ (41.3)
========= =========
AT SEPTEMBER 30, AT DECEMBER 30,
2001 2000
--------- ---------
Actions in Advanced Stages 1,900 5,800
Open Actions 90,100 96,300
Estimated Liability for Settled Actions and
Actions in Advanced Stages of Processing $ 180.6 $ 231.3
Estimated Amounts Recoverable
from Insurance $ 295.7 $ 285.7
Garlock and Anchor paid $65.6 million and $41.3 million for the defense and
disposition of asbestos-related claims, net of amounts received from insurance
carriers, during the first nine months of 2001 and 2000, respectively. These
amounts are classified within the Condensed Consolidated Statement of Cash Flows
as net cash used by discontinued operations. During the quarter, Garlock was
able to negotiate the receipt of $10 million from one of its excess insurance
carriers - $7.5 million will be received in the fourth quarter of 2001 and $2.5
million will be received during the first quarter of 2002. The Company was able
to securitize this cash flow stream during the third quarter of 2001 and has
reflected the cash received ($9.9 million) in the amounts presented above. The
amount of spending during the first nine months of 2001 was consistent with the
Company's expectation that spending during 2001 would be higher than in 2000.
The Company continues to believe there will be an increase in the number of new
actions filed during 2001 as compared to the prior year. The Company believes
this increase will represent the acceleration of claims from future periods
rather than an increase in the total number of asbestos-related claims expected.
This acceleration is expected to be mostly attributable to bankruptcies of other
asbestos defendants.
The acceleration of claims also may have the impact of accelerating the
associated settlement payments. Arrangements with Garlock's insurance carriers,
however, potentially limit the amount that can be received in any one year. The
Company is currently pursuing various options to ensure as close a matching as
possible between payments made on behalf of Garlock and recoveries received from
insurance. Although these efforts, if successful, would result in additional
insurance proceeds, they also may result in additional costs to Garlock due to
the uncollectibility of certain insolvent insurance. Management believes these
costs, if any, would not be material to the Company's financial condition, but
could be material to the Company's results of operations in a given period.
11
NOTE I: PAYMENT-IN-KIND NOTES RECEIVABLE
The proceeds from the sale of the Company's Performance Materials segment
included $172 million in debt securities issued by the buyer in the form of
unsecured notes with interest payable in cash or payment-in-kind, at the option
of the issuer. Payment-in-kind refers to the issuer's ability to issue
additional debt securities with identical terms and maturities as the original
debt securities as opposed to making interest payments in cash. The notes have a
term of 10.5 years, and bear interest at a rate of 13 percent, which increases
to 15 percent if cash interest payments do not commence after the fifth year.
The Company initially recorded a discount of $21.2 million based on a 14 percent
discount rate. The notes have a prepayment clause that allows the issuer to
reduce the principal amount by $75 million in the third year by making a $60
million cash payment. In determining the discount on the notes, the Company has
assumed that the prepayment will be made and that cash interest payments on the
notes will commence after the fifth year.
Interest income on the notes is recognized using the effective interest method
and is recorded in Interest Income in the Condensed Consolidated Statement of
Income. The notes are classified as held-to-maturity in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities".
The Company does not currently believe a valuation allowance is necessary. The
Company will record a valuation allowance if events or changes in circumstances
indicate that the carrying amount of the notes may not be recoverable. The fair
market value of the notes at September 30, 2001 approximated $135 million.
NOTE J: NEW ACCOUNTING STANDARDS
In September 2000, the Financial Accounting Standards Board ("FASB") issued
Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 140"). This statement replaces FASB
Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 125"). It revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of SFAS
125's provisions without reconsideration. SFAS 140 is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001. The adoption of SFAS 140 did not have a material impact on
the Company's financial position or results of operations.
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), as amended, which requires that all derivative
instruments be reported on the balance sheet at fair value and that changes in a
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. If the derivative is designated as a fair value hedge,
the changes in the fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized in earnings. If the derivative is
designated as a cash flow hedge, the effective portions of changes in the fair
value of the derivative are recorded in other comprehensive income and are
recognized in the income statement when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow hedges are
recognized in earnings.
In accordance with the transition provisions of SFAS No. 133, the Company
recorded the previously unrecognized fair market value of an interest rate swap
designated as a fair value hedge and the associated adjustment to the carrying
amount of the debt instrument designated as the hedged item as cumulative-effect
adjustments to net income. As this pre-existing hedging relationship would have
met the requirements for the shortcut method at inception, the Company chose to
calculate the transition adjustment upon initial adoption as though the shortcut
method had been applied since the inception of the hedging relationship. The
effect of the adjustment to the carrying value of the debt was offset entirely
by the impact of recording the fair value of the interest rate swap.
Accordingly, the net cumulative-effect adjustment to net income was zero.
In July 2001, the FASB issued Statement No. 141 "Business Combinations" ("SFAS
141") and Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 is effective as follows: a) use of the pooling-of-interest method is
prohibited for business combinations initiated after June 30, 2001; and b) the
provisions of SFAS 141 also apply to all business combinations accounted for by
the purchase method that are completed after September 30, 2001. There are also
transition provisions that apply to business combinations completed before July
1, 2001, that were accounted for by the purchase method. SFAS 142 is effective
for fiscal years beginning after December 15, 2001 and applies to all goodwill
and
12
other intangible assets recognized in an entity's statement of financial
position at that date, regardless of when those assets were initially
recognized.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
non-amortization provisions of the Statement is expected to result in an
increase in pre-tax income of approximately $29 million per year. During 2002,
the Company will perform the first of the required impairment tests of goodwill
and indefinite lived intangible assets as of January 1, 2002 and has not yet
determined what the effect of these tests will be on the Company's financial
position or results of operations.
NOTE K: CONTINGENCIES
GENERAL
There are pending or threatened against Goodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability, asbestos and
environmental matters, which seek remedies or damages. Goodrich believes that
any liability that may finally be determined with respect to commercial and
product liability claims should not have a material effect on the Company's
consolidated financial position or results of operations. From time to time, the
Company is also involved in legal proceedings as a plaintiff involving contract,
patent protection, environmental and other matters. Gain contingencies, if any,
are recognized when they are realized.
In May 2000, the Company and its subsidiary Rohr, Inc. ("Rohr"), were served
with complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently reduced
the punitive damage award to $24 million.
The Company and its legal counsel believe that there are several points of error
in the judgment and in the court proceedings and has appealed the verdict. As it
is the Company's opinion, as well as that of its legal counsel, that it is more
likely than not that the trial court judgment will be reversed or vacated as a
result of our appeal, no additional amounts have been recorded within the
Company's financial statements as of September 30, 2001.
ENVIRONMENTAL
The Company and its subsidiaries are generators of both hazardous wastes and
non-hazardous wastes, the treatment, storage, transportation and disposal of
which are subject to various laws and governmental regulations. Although past
operations were in substantial compliance with the then-applicable regulations,
the Company has been designated as a potentially responsible party ("PRP") by
the U.S. Environmental Protection Agency ("EPA"), or similar state agencies, in
connection with several sites.
13
The Company initiates corrective and/or preventive environmental projects of its
own to ensure safe and lawful activities at its current operations. It also
conducts a compliance and management systems audit program. The Company believes
that compliance with current laws and governmental regulations concerning the
environment will not have a material adverse effect on its capital expenditures,
earnings or competitive position.
The Company's environmental engineers and consultants review and monitor
environmental issues at past and existing operating sites, as well as off-site
disposal sites at which the Company has been identified as a PRP. This process
includes investigation and remedial selection and implementation, as well as
negotiations with other PRPs and governmental agencies.
At September 30, 2001, the Company has recorded in Accrued Expenses and in Other
Non-Current Liabilities a total of $87.7 million to cover future environmental
expenditures. This amount is recorded on an undiscounted basis.
The Company believes that its reserves are adequate based on currently available
information. Management believes that it is reasonably possible that additional
costs may be incurred beyond the amounts accrued as a result of new information.
However, the amounts, if any, cannot be estimated and management believes that
they would not be material to the Company's financial condition, but could be
material to the Company's results of operations in a given period.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS
SIGNIFICANT EVENTS
- Net income for the third quarter was $88.0 million, or $0.83 per share,
compared to $79.9 million, or $0.77 per share, during the third quarter
last year. Net income for the first nine months of 2001 was $343.6 million,
or $3.24 per share, compared to $247.7 million, $2.31 per share, during the
first nine months of 2000.
- Net income, excluding special items, for the third quarter was $81.3
million, or $0.77 per share, compared to $64.1 million, or $0.62 per share,
in the third quarter last year. Net income, excluding special items, for
the first nine months of 2001 was $227.1 million, or $2.15 per share,
compared to $185.5 million, or $1.73 per share during the first nine months
of 2000.
- The Company announced during the quarter its intention to spin-off its
Engineered Industrial Products ("EIP") segment to shareholders.
- Net cash provided by operating activities of continuing operations
increased $246.9 from a use of $32.2 million during the first nine months
of 2000 to $214.7 million of cash provided during the first nine months of
2001.
- Free cash flow, defined as operating cash flows from continuing operations
adjusted for cash payments related to special items less capital
expenditures, increased from $52.3 million during the first nine months of
2000 to $102.3 million during the first nine months of 2001.
ANTICIPATED RESTRUCTURING AND CONSOLIDATION ACTIVITIES
The Company expects to eliminate approximately 2,400 aerospace and corporate
positions and consolidate various aerospace operations. As part of these
actions, the Company plans to close approximately 16 of its facilities. Most of
these actions will be implemented by the end of the first half of 2002 and are
projected to generate annual cost savings in excess of $125 million when
completed. Over this period, the company anticipates recording pre-tax special
charges of $110 to $130 million, of which approximately 50 percent will be
recorded as non-cash asset impairment charges. A significant portion of the
total anticipated charge is expected to be recorded in the fourth quarter 2001.
These charges do not reflect any costs related to the 717 program or costs
related to any curtailment gains or losses that may need to be recorded as a
result of the employee terminations noted above. Boeing has recently announced
its intention to review the 717 program in-light of current market conditions.
If the program is significantly curtailed or cancelled, the Company would be
required to recognize a non-cash charge for a portion of its investment in
non-recurring engineering and inventory related to this program and many find it
necessary to take further restructuring action, including additional headcount
reductions. Such a charge could be material to the Company.
EIP SPIN-OFF
During September 2001, the Company announced that its Board of Directors has
approved in principle the tax-free spin-off of its Engineered Industrial
Products business to shareholders. The transaction will create a new publicly
traded company, focused on its own customers, products and markets. The spin-off
is expected to be completed in early 2002. Application will be made to list the
shares of the new company on the New York Stock Exchange.
According to the plan, Goodrich shareholders will receive one share in the new
industrial company for every five Goodrich shares they own as of the record date
for the distribution.
The new industrial company will include substantially all the assets and
liabilities of the Engineered Industrial Products segment, including the
associated asbestos liabilities and related insurance (see additional discussion
regarding asbestos claims in Note H of the accompanying unaudited condensed
consolidated financial statements) as well as certain obligations associated
with former businesses of Coltec Industries Inc ("Coltec"), a wholly-owned
subsidiary of Goodrich. The Company
15
expects to offer to exchange the outstanding $300 million, 7.5 percent Coltec
senior notes for similar Goodrich securities prior to the spin-off. In addition,
Goodrich expects to make a cash tender offer for all of the 5.25 percent
convertible trust preferred securities of Coltec. Assuming that these offers are
fully subscribed, the new company will have total debt of approximately $190
million at the time of the spin-off.
The spin-off of the Engineered Industrial Products segment represents the
disposal of a segment under APB Opinion No. 30 ("APB 30"). Accordingly, the
revenues, costs and expenses, assets and liabilities, and cash flows of EIP have
been segregated in the Company's Condensed Consolidated Statement of Income,
Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of
Cash Flows.
DIVESTITURE OF PERFORMANCE MATERIALS SEGMENT
On February 28, 2001, the Company completed the sale of its Performance
Materials segment to an investor group led by AEA Investors, Inc. (the "Buyer")
for approximately $1.4 billion. Total net proceeds, after anticipated tax
payments and transaction costs, included approximately $1 billion in cash and
$172 million in debt securities issued by the buyer (see additional discussion
regarding the debt securities received in Note I of the accompanying unaudited
condensed consolidated financial statements). The transaction resulted in an
after-tax gain of $93.5 million and is subject to certain post closing
adjustments (e.g. working capital adjustments).
The Company has calculated a $25 million working capital adjustment in its
favor, which has been considered in the after-tax gain noted above. The Buyer is
disputing the Company's working capital adjustment and has asserted that the
Company owes the Buyer approximately $10 million under the purchase and sale
agreement. Should the parties not be able to settle their differences, the
disputed matters will be forwarded to an independent third party for resolution.
Such resolution will be final and binding on all parties. The Company expects to
finalize the working capital adjustment in late 2001 or early 2002.
The disposition of the Performance Materials segment also represents the
disposal of a segment under APB Opinion No. 30 ("APB 30"). Accordingly, the
revenues, costs and expenses, assets and liabilities, and cash flows of
Performance Materials have been segregated in the Company's Condensed
Consolidated Statement of Income, Condensed Consolidated Balance Sheet and
Condensed Consolidated Statement of Cash Flows.
Pursuant to the terms of the transaction, the Company has retained certain
assets and liabilities (primarily pension, postretirement and environmental
liabilities) of the Performance Materials segment. The Company has also agreed
to indemnify the buyer for liabilities arising from certain events as defined in
the agreement. Such indemnification is not expected to be material to the
Company's financial condition, but could be material to the Company's results of
operations in a given period.
SHARE REPURCHASE PROGRAM
On September 17, 2001, Goodrich announced a program to repurchase up to $300
million of its common stock and has purchased approximately 2.2 million shares
through the end of the quarter. The total cost of these shares was $42.8 million
with an average price of $19.63 per share.
DIVIDEND
The Company's Board of Directors has declared a quarterly dividend of $.275 per
share, payable on January 2, 2002 to shareholders of record at the close of
business on December 3, 2001. The current dividend level is expected to be
reviewed in early 2002 by the Company's Board of Directors in connection with
the Engineered Industrial Products spin-off, with the intent of adjusting it to
a level consistent with that of a post-spin peer group.
OUTLOOK
The outlook for the commercial aerospace industry has changed considerably since
the end of the second quarter of 2001. Recent events have lowered new commercial
aircraft delivery estimates and most airlines have announced substantial
reductions in their capacity. To develop its outlook, the Company assumed new
aircraft production rates based upon the
16
revised plans of Boeing, Airbus and the regional jet manufacturers. The Company
has also assumed that airline capacity reductions will result in a 10 to 20
percent decline in 2002 aftermarket sales versus 2001.
On a continuing operations basis, excluding special items, the company expects
full-year 2001 results of $2.65 to $2.75 per share, an increase of 10 to 14
percent over the comparable results for 2000, on revenue from continuing
operations of approximately $4.1 billion.
In 2002, the Company anticipates that revenue will decline 5 to 10 percent,
while its earnings per share from continuing operations, excluding special
items, will decline approximately 10 percent from the $2.65 to $2.75 per-share
levels mentioned above. This estimate includes the net benefit from eliminating
goodwill amortization under SFAS 142, as well as significantly higher levels of
pension expense as a result of lower than expected returns on plan assets. Also
included in these estimates are the savings from the restructuring initiatives
discussed above.
RESULTS OF OPERATIONS
THIRD QUARTER OF 2001 COMPARED WITH THIRD QUARTER OF 2000
Three Months Ended
September 30,
(Dollars in Millions) 2001 2000
-------------------------------------------------------
SALES
Aerostructures and Aviation
Technical Services $ 374.0 $ 375.4
Landing Systems 293.1 265.9
Engine and Safety Systems 190.0 158.7
Electronic Systems 194.8 132.4
-------- --------
Total Sales $1,051.9 $ 932.4
======== ========
OPERATING INCOME
Aerostructures and Aviation
Technical Services $ 60.7 $ 57.3
Landing Systems 40.9 35.7
Engine and Safety Systems 35.4 28.3
Electronic Systems 29.9 33.1
-------- --------
Segment Operating Income $ 166.9 $ 154.4
Corporate General and
Administrative Costs (12.3) (14.2)
Merger-related and
Consolidation Costs (1.5) (8.3)
-------- --------
Total Operating Income $ 153.1 $ 131.9
Net Interest Expense (17.1) (27.6)
Other income (expense)-net (8.1) (6.4)
Income Tax Expense (43.1) (34.5)
Distribution on Trust
Preferred Securities (4.6) (4.6)
-------- --------
Income from Continuing
Operations 80.2 58.8
Income from Discontinued
Operations 7.8 21.1
-------- --------
Net Income $ 88.0 $ 79.9
======== ========
Changes in sales and segment operating income are discussed within the Business
Segment Performance section below.
Unallocated corporate general and administrative costs decreased by $1.9
million, from $14.2 million during the third quarter
17
of 2000 to $12.3 million during the third quarter of 2001. The decrease between
periods was due to lower incentive compensation expense due to the Company's
lower share price, partially offset by increased outside consulting fees
(primarily related to tax, employee benefit programs and legal matters).
Merger-related and consolidation costs of $1.5 million and $8.3 million were
recorded during the third quarter of 2001 and 2000, respectively (see further
discussion in Note G of the accompanying unaudited condensed consolidated
financial statements). As discussed above (under Anticipated Restructuring and
Consolidation Activities), the Company expects to incur additional
merger-related and consolidation costs through the first half of 2002. The
timing of these costs is dependent on the finalization of management's plans and
on the nature of the costs (accruable or period costs). These charges will
consist primarily of costs associated with the reorganization of operating
facilities and for employee relocation and severance costs.
Interest expense-net decreased $10.5 million from $27.6 million in 2000 to $17.1
million during the third quarter of 2001. The decrease was primarily
attributable to interest income on the PIK note and lower interest expense due
to reduced average outstanding borrowings. The lower average outstanding
borrowings during the period was due to significant working capital improvements
during the quarter and the maturity of $175 million of outstanding notes in
July.
Interest expense related to continuing operations is net of amounts directly
attributable to EIP and amounts allocated to Performance Materials during
periods prior to the sale. Such allocation was based on the respective net
assets of Performance Materials in relation to the net assets of the Company and
effectively resulted in a reduction in indebtedness attributable to continuing
operations in periods prior to the sale even though indebtedness reflected on
the Condensed Consolidated Balance Sheet does not reflect such an allocation.
Other expense-net increased $1.7 million from $6.4 million in the third quarter
of 2000 to $8.1 million in the third quarter of 2001. The increase was due
primarily to increased retiree healthcare costs related to previously disposed
of businesses and increased earnings due to minority interest shareholders. The
increase in retiree healthcare costs related to previously disposed of
businesses was primarily due to increased costs associated with providing
retiree healthcare benefits as well as increased costs resulting from the sale
of Performance Materials in the first quarter of 2001 and the retention of most
of its retiree healthcare obligations. The increase in earnings due minority
interest shareholders was primarily due to the sale of a 30 percent interest in
an aerospace overhaul business in the Asia Pacific region during the first
quarter of 2001 that had previously been wholly-owned by the Company.
The Company's effective tax rate from continuing operations during the third
quarter of 2001 was approximately 33.5 percent. This compares to an effective
tax rate of approximately 35.0 percent during the third quarter of 2000 and the
actual effective tax rate of 33.0 percent for all of 2000. The increase in
rate, as compared to the effective tax rate for all of 2000, was primarily
attributable to additional foreign earnings being subject to U.S. tax.
Income from discontinued operations decreased $13.3 million from quarter to
quarter due to the sale of Performance Materials during the first quarter of
2001 and a reduction in EIP's net income due to continued softness in industrial
markets, unfavorable product mix and pricing pressures.
The Company and the buyer of Performance Materials continue to work through the
final purchase and sale agreement adjustments (i.e. working capital adjustment).
Any adjustment to the gain on sale that was recorded during the first quarter of
2001 is expected to occur before the end of this year, or early next year, as a
result of these activities.
18
FIRST NINE MONTHS OF 2001 AS COMPARED TO THE FIRST NINE MONTHS OF 2000
Nine Months Ended
September 30,
(Dollars in Millions) 2001 2000
---------------------------- -------- --------
SALES
Aerostructures and Aviation
Technical Services $1,139.3 $1,081.4
Landing Systems 862.8 785.0
Engine and Safety Systems 576.2 473.6
Electronic Systems 553.4 399.2
-------- --------
Total Sales $3,131.7 $2,739.2
======== ========
OPERATING INCOME
Aerostructures and Aviation
Technical Services $ 176.6 $ 155.2
Landing Systems 115.2 108.1
Engine and Safety Systems 104.4 87.1
Electronic Systems 94.3 85.9
-------- --------
Segment Operating Income $ 490.5 $ 436.3
Corporate General and
Administrative Costs (41.2) (41.8)
Merger-related and
Consolidation Costs (14.9) (29.1)
-------- --------
Total Operating Income $ 434.4 $ 365.4
Net Interest Expense (63.9) (73.9)
Other income (expense)-net (15.9) (13.4)
Income Tax Expense (118.9) (97.2)
Distribution on Trust
Preferred Securities (13.8) (13.8)
-------- --------
Income from Continuing
Operations 221.9 167.1
Income from Discontinued
Operations 121.7 80.6
-------- --------
Net Income $ 343.6 $ 247.7
======== ========
Changes in sales and segment operating income are discussed within the Business
Segment Performance section below.
Unallocated corporate general and administrative costs decreased by $0.6
million, from $41.8 million during the first nine months of 2000 to $41.2
million during the first nine months of 2001. The decrease between periods was
due to lower incentive compensation expense due to the Company's lower share
price, partially offset by increased outside consulting fees (primarily related
to tax, employee benefit programs and legal matters).
19
Merger-related and consolidation costs of $14.9 million and $29.1 million were
recorded during the first nine months of 2001 and 2000, respectively (see
further discussion in Note G of the accompanying unaudited condensed
consolidated financial statements). As discussed above (under Anticipated
Restructuring and Consolidation Activities), the Company expects to incur
additional merger-related and consolidation costs through the first half of
2002. The timing of these costs is dependent on the finalization of management's
plans and on the nature of the costs (accruable or period costs). These charges
will consist primarily of costs associated with the reorganization of operating
facilities and for employee relocation and severance costs.
Interest expense-net decreased $10.0 million from $73.9 million during the first
nine months of 2000 to $63.9 million during the first nine months of 2001. The
decrease was primarily attributable to interest income on the PIK note,
partially offset by increased interest expense. Interest expense related to
continuing operations is net of amounts directly attributable to EIP and amounts
allocated to Performance Materials during periods prior to the sale. Such
allocation was based on the respective net assets of Performance Materials in
relation to the net assets of the Company and effectively resulted in a
reduction in indebtedness attributable to continuing operations in periods prior
to the sale even though indebtedness reflected on the Condensed Consolidated
Balance Sheet does not reflect such an allocation. Taking the above into
consideration, outstanding average indebtedness attributed to continuing
operations increased during the first nine months of 2001 as compared to the
same period last year driven mostly by the financing of acquisitions. This
increase in outstanding average indebtedness resulted in the higher interest
expense noted above.
Other expense-net increased $2.5 million from $13.4 million during the first
nine months of 2000 to $15.9 million during the first nine months of 2001.
Excluding gains from the sale of businesses during both periods, other
expense-net increased by $7.7 million from $15.4 million during the first nine
months of 2000 to $23.1 million during the first nine months of 2001. The
increase was due primarily to increased retiree healthcare costs related to
previously disposed of businesses and increased earnings due to minority
interest shareholders. The increase in retiree healthcare costs related to
previously disposed of businesses was primarily due to increased costs
associated with providing retiree healthcare benefits as well as the sale of
Performance Materials in the first quarter of 2001 and the retaining of most of
its retiree healthcare obligations. The increase in earnings due minority
interest shareholders was primarily due to the sale of a 30 percent interest in
an aerospace overhaul business in the Asia Pacific region during the first
quarter of 2001.
The Company's effective tax rate from continuing operations during the first
nine months of 2001 was approximately 33.5 percent. This compares to an
effective tax rate of approximately 35.0 percent during the first nine months of
2000 and the actual effective tax rate of 33.0 percent for all of 2000. The
increase in rate, as compared to the effective tax rate for all of 2000, was
primarily attributable to additional foreign earnings being subject to U.S. tax.
Income from discontinued operations increased $41.1 million, from $80.6 million
during the first nine months of 2000 to $121.7 million during the first nine
months of 2001. Excluding the after-tax gain on sale of $93.5 million, income
from discontinued operations decreased by $52.4 million. The decrease was
primarily due to the sale of Performance Materials in February, thus resulting
in only two months of income in 2001 and lower income from the Company's EIP
segment. The decrease in EIP income was due to continued softness in industrial
markets, unfavorable product mix and pricing pressures.
20
BUSINESS SEGMENT PERFORMANCE
SEGMENT ANALYSIS
Due to the sale of the Company's Performance Materials segment earlier this
year, as well as the intended spin-off of the Company's EIP segment early in
2002, the Company has redefined its segments in accordance with SFAS 131. The
Company's operations are now classified into four reportable business segments:
Aerostructures and Aviation Technical Services, Landing Systems, Engine and
Safety Systems, and Electronic Systems.
The Company's segments serve commercial, military, regional, business and
general aviation markets. Their major products include aircraft engine nacelle
and pylon systems, aircraft landing gear, wheels and brakes, sensors and
sensor-based systems, fuel measurement and management systems, flight attendant
and cockpit seats, aircraft evacuation slides and rafts, optical and
electro-optical systems, space applications, ice protection systems and
collision warning systems. Maintenance, repair and overhaul services on
commercial airframes and components is also provided.
Corporate includes general and administrative costs. Segment operating income is
total segment revenue reduced by operating expenses directly identifiable with
that business segment, except for merger-related and consolidation costs which
are presented separately (see further discussion in Note G to the accompanying
unaudited condensed consolidated financial statements).
An expanded analysis of sales and operating income by business segment follows.
(DOLLARS IN MILLIONS)
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2001 2000 % CHANGE 2001 2000 % CHANGE
-------- -------- -------- -------- -------- --------
SALES
Aerostructures and Aviation
Technical Services $ 374.0 $ 375.4 (0.4) $1,139.3 $1,081.4 5.4
Landing Systems 293.1 265.9 10.2 862.8 785.0 9.9
Engine and Safety Systems 190.0 158.7 19.7 576.2 473.6 21.7
Electronic Systems 194.8 132.4 47.1 553.4 399.2 38.6
-------- -------- -------- --------
Total Sales $1,051.9 $ 932.4 12.8 $3,131.7 $2,739.2 14.3
======== ======== ======== ========
OPERATING INCOME
Aerostructures and Aviation
Technical Services $ 60.7 $ 57.3 5.9 $ 176.6 $ 155.2 13.8
Landing Systems 40.9 35.7 14.6 115.2 108.1 6.6
Engine and Safety Systems 35.4 28.3 25.1 104.4 87.1 19.9
Electronic Systems 29.9 33.1 (9.7) 94.3 85.9 9.8
-------- -------- -------- --------
Segment Operating Income $ 166.9 $ 154.4 8.1 $ 490.5 $ 436.3 12.4
======== ======== ======== ========
OPERATING INCOME AS A
PERCENT OF SALES
Aerostructures and Aviation
Technical Services 16.2 15.3 15.5 14.4
Landing Systems 14.0 13.4 13.4 13.8
Engine and Safety Systems 18.6 17.8 18.1 18.4
Electronic Systems 15.3 25.0 17.0 21.5
Total 15.9 16.6 15.7 15.9
21
THIRD QUARTER 2001 COMPARED WITH THIRD QUARTER 2000
AEROSTRUCTURES AND AVIATION TECHNICAL SERVICES: Sales decreased $1.4 million, or
0.4 percent, from $375.4 million during the third quarter of 2000 to $374.0
million during the third quarter of 2001. The decrease in sales was primarily
attributable to lower aftermarket sales of Super 27 aircraft as a result of
management's decision to phase-out this program, the end of the MD-90 contract
and lower airframe maintenance volume, partially offset by strong aerostructures
sales as well as a slight increase in aviation technical services sales (i.e.
airframe maintenance and modification services, component overhauls, etc.). The
increase in aerostructures sales was primarily driven by program rate increases
on the V2500, CFM 56/A340 and RR535-E4 programs, higher aftermarket spares
sales, increased aftermarket services (i.e. aerostructures maintenance, repair
and overhaul services) and several program start-ups (C-5 Pylon, F-15).
Operating income increased $3.4 million, or 5.9 percent, from $57.3 million
during the third quarter of 2000 to $60.7 million during the third quarter of
2001. The increase was primarily due to productivity improvements on several
aerostructures programs and increased higher margin aftermarket sales. Partially
offsetting these gains were additional costs associated with the implementation
of an ERP system at the segment's aerostructures businesses and increased losses
associated with the aviation technical services business.
LANDING SYSTEMS: Sales increased $27.2 million, or 10.2 percent, from $265.9
million during the third quarter of 2000 to $293.1 million during the third
quarter of 2001. The increase was primarily attributable to higher sales of
landing gear and wheels and brakes. Landing gear sales increased across all
major markets primarily due to increased sales of original equipment to Boeing,
Bombardier, and the U.S. government. Major programs contributing to the
increased sales of landing gear included the B737-700, F16, RJ601, and CRJ700
programs. Wheel and brake sales were higher than the third quarter of 2000 due
to increased aftermarket sales in the commercial, regional, and military markets
primarily on the A319/320, Embraer 145, DeHavilland Dash 8, F16, and Global
Express programs. This increase in sales was partially offset by decreased sales
of landing gear overhaul services due primarily to fewer customer removals as a
result of airline operating cost constraints.
Operating income increased $5.2 million, or 14.6 percent, from $35.7 million
during the third quarter of 2000 to $40.9 million during the third quarter of
2001. The increase in operating income was primarily due to the increase in
sales noted above, partially offset by increased wheel and brake sales
incentives and additional costs related to expedited shipments of certain
landing gear to Boeing.
ENGINE AND SAFETY SYSTEMS: Sales increased $31.3 million, or 19.7 percent, from
$158.7 million during the third quarter of 2000 to $190.0 million during the
third quarter of 2001. While all of the group's product lines experienced an
increase in sales over the third quarter last year, the increase was primarily
attributable to a significant increase in aftermarket sales and services,
increased demand for the group's gas turbine products that serve both the
aerospace and industrial engine markets and acquisitions.
Operating income increased $7.1 million, or 25.1 percent, from $28.3 million
during the third quarter of 2000 to $35.4 million during the third quarter of
2001. The increase was primarily attributable to the increase in sales noted
above, partially offset by increased R&D expenses primarily related to
continuing development of passenger restraint systems.
ELECTRONIC SYSTEMS: Sales increased $62.4 million, or 47.1 percent, from $132.4
million during the third quarter of 2000 to $194.8 million during the third
quarter of 2001. The increase was driven by acquisitions (approximately $46
million) and increased sales by the group's core businesses (approximately $16
million). The increase in sales at the group's core businesses was primarily
attributable to increased sales of sensors, fuel and utility systems and
lightning detection and collision avoidance units. The increase in sensor sales
was driven by increased regional and business OE demand, airline retrofits and
the resumption of thermocouple shipments to the USAF. Increased sales of fuel
and utility systems was due mostly to aftermarket sales of spares and retrofit
products, particularly on the B747 and B737 programs. These increases were
partially offset by program delays and cancellations that impacted the group's
space-based businesses.
Operating income decreased $3.2 million, or 9.7 percent, from $33.1 million
during the third quarter of 2000 to $29.9 million during the third quarter of
2001. The decrease was primarily due to the recovery of certain non-recurring
engineering costs in the prior period that did not occur in the current quarter,
negative contracts adjustments on certain space-based programs,
22
increased investment in MEMS (micro-electromechanical systems) technologies and
products, increased R&D expenses on the Smart Deck Integrated Flight Controls &
Display System and additional costs related to the consolidation and integration
of acquisitions.
The significant reduction in operating margins, period over period (25.0 percent
in 2000 to 15.3 percent in 2001), was primarily attributable to program delays
and cancellations impacting the segments space-based businesses, as well as
significantly lower margins on sales from acquisitions. The Company expects
these margins to increase next year as a result of current and planned
consolidation and integration activities.
FIRST NINE MONTHS OF 2001 COMPARED WITH FIRST NINE MONTHS OF 2000
AEROSTRUCTURES AND AVIATION TECHNICAL SERVICES: Sales increased $57.9 million,
or 5.4 percent, from $1,081.4 million during the first nine months of 2000 to
$1,139.3 million during the first nine months of 2001. The increase in sales was
primarily due to rate increases on the PW4000, B717-200, and V2500 programs,
higher aftermarket spares sales, increased aftermarket services and several
program start-ups (C-5 Pylon, F-15). Partially offsetting these increases was a
decrease in aftermarket sales of Super 27 aircraft, rate decreases on the
CFM56-5 (A340) and RR535-E4 programs and a decrease in aviation technical
services sales.
Operating income increased $21.4 million, or 13.8 percent, from $155.2 million
during the first nine months of 2000 to $176.6 million during the first nine
months of 2001. The increase was driven by the increase in sales noted above,
productivity improvements on several aerostructures programs and reduced
non-recurring engineering costs associated with the terminated X-33 program.
Partially offsetting these increases were additional costs associated with the
implementation of an ERP system at the group's aerostructures businesses,
increased losses associated with the segments aviation technical services sales
and the closeout of the MD-11 and MD-90 contracts.
LANDING SYSTEMS: Sales increased $77.8 million, or 9.9 percent, from $785.0
million during the first nine months of 2000 to $862.8 million during the first
nine months of 2001. The increase in sales was primarily attributable to higher
sales of landing gear and wheels and brakes. Landing gear sales increased across
all major markets primarily due to increased sales of original equipment to
Boeing, Bombardier, and the U.S. government. Major programs contributing to the
increased sales of landing gear included the B737-700, B777, F16, DeHavilland
Dash 8, and RJ601 programs. The increased sales of wheels and brakes related
primarily to increased aftermarket sales in the commercial, regional, business
and military markets primarily on the A319/320, B747-400, B777, Embraer 145,
DeHavilland Dash 8, F16, and Cessna programs. This increase in sales was
partially offset by decreased sales of landing gear overhaul services primarily
due to fewer customer removals as a result of airline operating cost
constraints.
Operating income increased $7.1 million, or 6.6 percent, from $108.1 million
during the first nine months of 2000 to $115.2 million during the first nine
months of 2001. The increase was primarily due to the increase in volume noted
above, partially offset by increased sales incentives, additional costs related
to expedited shipments of certain landing gear to Boeing and significantly lower
sales associated with providing landing gear overhaul services due to the
decrease in volume noted above.
ENGINE AND SAFETY SYSTEMS: Sales increased $102.6 million, 21.7 percent, from
$473.6 million during the first nine months of 2000 to $576.2 million during the
first nine months of 2001. While all of the group's product lines experienced an
increase in sales over the third quarter last year, the increase was primarily
attributable to a significant increase in aftermarket sales of evacuation
products, particularly on the B747 program, increased demand for the group's gas
turbine products that serve both the aerospace and industrial engine markets and
acquisitions.
Operating income increased $17.3 million, or 19.9 percent, from $87.1 million
during the first nine months of 2000 to $104.4 million during the first nine
months of 2001. The increase was primarily attributable to the increase in sales
noted above, partially offset by increased R&D expenses (primarily related to
continuing development of passenger restraint systems) and the recovery of
certain non-recurring engineering costs during the first nine months of 2000. No
such recovery occurred in 2001.
23
ELECTRONIC SYSTEMS GROUP: Sales increased $154.2 million, or 38.6 percent, from
$399.2 million during the first nine months of 2000 to $553.4 million during the
first nine months of 2001. The increase was driven primarily by acquisitions
(approximately $98 million) and increased sales by the group's core businesses
(approximately $56 million). The increase in sales at the group's core
businesses was primarily attributable to increased sales of sensors, fuel and
utility systems as well as lightning detection and collision avoidance units.
The increase in sensor sales was driven by increased regional and business OE
demand, airline retrofits and the resumption of thermocouple shipments to the
USAF. The fuel and utility sales increases were due mostly to aftermarket sales
of spares and retrofit products, particularly on the B747 and B737 programs.
These increases were partially offset by program delays and cancellations that
impacted the space-based businesses of the group.
Operating income increased $8.4 million, or 9.8 percent, from $85.9 million
during the first nine months of 2000 to $94.3 million during the first nine
months of 2001. The increase was primarily due to the factors noted above,
partially offset by increased investment in MEMS (micro-electromechanical
systems) technologies and products, increased R&D expenses on the Smart Deck
Integrated Flight Controls & Display System, unfavorable product mix and higher
costs related to the consolidation and integration of acquisitions.
The significant reduction in operating margins, period over period (21.5 percent
in 2000 to 17.0 percent in 2001), was primarily attributable to program delays
and cancellations impacting the segments space-based businesses, as well as
significantly lower margins on sales from acquisitions. The Company expects
these margins to increase next year as a result of current and planned
consolidation and integration activities.
CAPITAL RESOURCES AND LIQUIDITY
The following table summarizes our cash flow activities for the periods
indicated:
(DOLLARS IN MILLIONS) NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2001 2000 CHANGE
-------- -------- --------
Cash flows from:
Operating activities of continuing operations $ 214.7 $ (32.2) $ 246.9
Investing activities of continuing operations $ (237.5) $ (95.5) $ (142.0)
Financing activities of continuing operations $ (984.2) $ 113.5 $(1,097.7)
Discontinued operations $1,011.3 $ 41.5 $ 969.8
Cash flow from operating activities of continuing operations increased $246.9
million from a use of $32.2 million during the first nine months of 2000 to
$214.7 million during the first nine months of 2001, primarily as a result of
increased earnings, better working capital performance and lower quarterly tax
payments. Cash used in investing activities of continuing operations decreased
$142.0 million between periods mainly due to an acquisition (Hella Lighting) and
increased capital expenditures related to the expansion of the Company's carbon
disc brake producing capabilities and a large ERP project at the Company's
aerostructures operations. The significant increase in cash used in financing
activities between periods was primarily attributable to the repayment of all
outstanding short-term indebtedness with the proceeds from the Performance
Materials sale (see cash flow from Discontinued Operations above) and the
payment of $175 million related to notes that matured during the quarter.
The Company is also reviewing and plans to update its revolving credit
facilities to more appropriately reflect the Company on a post-spin basis.
Goodrich expects to offer to exchange the outstanding $300 million, 7.5 percent
Coltec senior notes, for similar Goodrich securities prior to the spin-off. In
addition, Goodrich expects to make a cash tender offer for all of the 5.25
percent convertible trust preferred securities of Coltec.
The Company also anticipates making a cash payment of approximately $20 million
during the fourth quarter of 2001 to repurchase certain collateralized
receivables that had been sold with recourse. The anticipated repurchase of
these receivables is a result of a customer default subsequent to September 30,
2001. The Company believes this amount is collectible and, as such, has not
recorded any additional reserves.
24
The Company's Board of Directors has declared a quarterly dividend of $.275 per
share, payable on January 2, 2002 to shareholders of record at the close of
business on December 3, 2001. The current dividend level will be reviewed in
early 2002 by the Company's Board of Directors in connection with the Engineered
Industrial Products spin-off, with the intent of adjusting it to a level
consistent with that of a post-spin peer group.
On September 17, 2001, Goodrich announced a program to repurchase up to $300
million of its common stock and has purchased approximately 2.2 million shares
through the end of the quarter. The total cost of these shares was $42.8 million
with an average price of $19.63 per share.
The Company expects to have adequate cash flow from operations and has the
credit facilities (described in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000) to satisfy its operating requirements and capital
spending programs, and to finance growth opportunities as they arise.
The Company's net debt-to-capitalization ratio (net of cash and cash
equivalents) was 41 percent at September 30, 2001 as compared to 59 percent at
December 31, 2000. For purposes of this ratio, the trust preferred securities
are treated as capital. The decrease was primarily attributable to the sale of
Performance Materials during the period and the use of proceeds to reduce
short-term indebtedness of the Company.
CONTINGENCIES
GENERAL
There are pending or threatened against Goodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability, asbestos and
environmental matters, which seek remedies or damages. Goodrich believes that
any liability that may finally be determined with respect to commercial and
product liability claims should not have a material effect on the Company's
consolidated financial position or results of operations. From time to time, the
Company is also involved in legal proceedings as a plaintiff involving contract,
patent protection, environmental and other matters. Gain contingencies, if any,
are recognized when they are realized.
In May 2000, the Company and its subsidiary Rohr, Inc. ("Rohr"), were served
with complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently reduced
the punitive damages award to $24 million.
The Company and its legal counsel believe that there are several points of error
in the judgment and in the court proceedings and has appealed the verdict. As it
is the Company's opinion, as well as that of its legal counsel, that it is more
likely than not that the trial court judgment will be reversed or vacated as a
result of our appeal, no additional amounts have been recorded within the
Company's financial statements as of September 30, 2001.
ENVIRONMENTAL
The Company and its subsidiaries are generators of both hazardous wastes and
non-hazardous wastes, the treatment, storage, transportation and disposal of
which are subject to various laws and governmental regulations. Although past
operations were in substantial compliance with the then-applicable regulations,
the Company has been designated as a potentially responsible party ("PRP") by
the U.S. Environmental Protection Agency ("EPA"), or similar state agencies, in
connection with several sites.
The Company initiates corrective and/or preventive environmental projects of its
own to ensure safe and lawful activities at its current operations. It also
conducts a compliance and management systems audit program. The Company believes
that compliance with current laws and governmental regulations concerning the
environment will not have a material adverse effect on its capital expenditures,
earnings or competitive position.
25
The Company's environmental engineers and consultants review and monitor
environmental issues at past and existing operating sites, as well as off-site
disposal sites at which the Company has been identified as a PRP. This process
includes investigation and remedial selection and implementation, as well as
negotiations with other PRPs and governmental agencies.
At September 30, 2001, the Company has recorded in Accrued Expenses and in Other
Non-Current Liabilities a total of $87.7 million to cover future environmental
expenditures. This amount is recorded on an undiscounted basis.
The Company believes that its reserves are adequate based on currently available
information. Management believes that it is reasonably possible that additional
costs may be incurred beyond the amounts accrued as a result of new information.
However, the amounts, if any, cannot be estimated and management believes that
they would not be material to the Company's financial condition, but could be
material to the Company's results of operations in a given period.
CERTAIN AEROSPACE CONTRACTS
As discussed above, the Company's aerostructures business has a contract with
Boeing on the B717-200 program that is subject to certain risks and
uncertainties. The Company has pre-production inventory of $63.2 million related
to design and development costs on the B717-200 program at September 30, 2001.
In addition, the Company has excess-over-average inventory of $50.6 million
related to costs associated with the production of the flight test inventory and
the first production units on this program. Recovery of these costs will depend
on the ultimate number of aircraft delivered and successfully achieving the
Company's cost projections in future years.
The Company's aerostructures business is also in the business of re-engining 727
aircraft. The re-engining enables operators of these aircraft to meet sound
attenuation requirements as well as improve their fuel efficiency. The
aerostructures business has entered into several collateralized financing
arrangements to assist its customers and has also entered into certain off
balance sheet financing arrangements (primarily the sale of receivables with
recourse) related to this program. Collection of these receivables, as well as
the recovery of some portion of our investment in existing inventory balances,
may be negatively affected by the overall deterioration in the commercial
aerospace market noted above.
TRANSITION TO THE EURO
Although the Euro was successfully introduced on January 1, 1999, the legacy
currencies of those countries participating will continue to be used as legal
tender through January 1, 2002. Thereafter, the legacy currencies will be
canceled and Euro bills and coins will be used in the twelve participating
countries.
Transition to the Euro creates a number of issues for the Company. Business
issues that must be addressed include product pricing policies and ensuring the
continuity of business and financial contracts. Finance and accounting issues
include the conversion of bank accounts, accounting systems and other treasury
and cash management activities. The Company continues to address these
transition issues and does not expect the transition to the Euro to have a
material effect on the results of operations or financial condition of the
Company. Actions taken to date include the formation of a multi-discipline Euro
task force and the ability to quote its prices, invoice when requested by the
customer and issue pay checks to its employees on a dual currency basis. The
Company is in the process of converting its accounting systems, statutory
reporting and tax books and expects that the conversion will be completed on or
before December 31, 2001. The financial institutions with which the Company has
relationships have transitioned to the Euro successfully and are issuing
statements in dual currencies.
26
NEW ACCOUNTING STANDARDS
In September 2000, the Financial Accounting Standards Board ("FASB") issued
Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 140"). This statement replaces FASB
Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 125"). It revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of SFAS
125's provisions without reconsideration. SFAS 140 is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001. The adoption of SFAS 140 did not have a material impact on
the Company's financial position or results of operations.
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), as amended, which requires that all derivative
instruments be reported on the balance sheet at fair value and that changes in a
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. If the derivative is designated as a fair value hedge,
the changes in the fair value of the derivative and of the hedged item
attributable to the hedged risk are recognized in earnings. If the derivative is
designated as a cash flow hedge, the effective portions of changes in the fair
value of the derivative are recorded in other comprehensive income and are
recognized in the income statement when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow hedges are
recognized in earnings.
In accordance with the transition provisions of SFAS No. 133, the Company
recorded the previously unrecognized fair market value of an interest rate swap
designated as a fair value hedge and the associated adjustment to the carrying
amount of the debt instrument designated as the hedged item as cumulative-effect
adjustments to net income. As this pre-existing hedging relationship would have
met the requirements for the shortcut method at inception, the Company chose to
calculate the transition adjustment upon initial adoption as though the shortcut
method had been applied since the inception of the hedging relationship. The
effect of the adjustment to the carrying value of the debt was offset entirely
by the impact of recording the fair value of the interest rate swap.
Accordingly, the net cumulative-effect adjustment to net income was zero.
In July 2001, the FASB issued Statement No. 141 "Business Combinations" ("SFAS
141") and Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 is effective as follows: a) use of the pooling-of-interest method is
prohibited for business combinations initiated after June 30, 2001; and b) the
provisions of SFAS 141 also apply to all business combinations accounted for by
the purchase method that are completed after September 30, 2001. There are also
transition provisions that apply to business combinations completed before July
1, 2001, that were accounted for by the purchase method. SFAS 142 is effective
for fiscal years beginning after December 15, 2001 and applies to all goodwill
and other intangible assets recognized in an entity's statement of financial
position at that date, regardless of when those assets were initially
recognized.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in an increase
in net income of approximately $29 million per year. During 2002, the Company
will perform the first of the required impairment tests of goodwill and
indefinite lived intangible assets as of January 1, 2002 and has not yet
determined what the effect of these tests will be on the Company's financial
position or results of operations.
27
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
This document includes statements that reflect projections or expectations of
our future financial condition, results of operations or business that are
subject to risk and uncertainty. We believe such statements to be "forward
looking" statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Goodrich's actual results may differ materially from those
included in the forward-looking statements. Forward-looking statements are
typically identified by words or phrases such as "believe", "expect",
"anticipate", "intend", "estimate", "are likely to be" and similar expressions.
Our Annual Report on Form 10-K for the year ended December 31, 2000 lists
various risks and uncertainties that could cause actual results to differ
materially from those discussed in the forward-looking statements. These risks
and uncertainties are detailed in the Management's Discussion and Analysis
section of that Form 10-K under the heading "Forward-Looking Information is
Subject to Risk and Uncertainty", which is incorporated by reference herein.
Additional risks and uncertainties include, but are not limited to, those
relating to whether the Goodrich Board of Directors will give final approval to
the proposed spin-off of the Engineered Industrial Products business, whether
the proposed debt exchange offer for the Coltec senior notes will be consummated
and the terms of the debt securities to be offered by Goodrich, whether the
proposed cash tender offer for the Coltec convertible trust preferred securities
will be consummated, and the actual results of operations of Goodrich and the
new industrial company.
You should understand that it is not possible to predict or identify all such
risks and uncertainties. Consequently, you should not consider any such list to
be a complete set of all potential risks or uncertainties.
We caution you not to place undue reliance on the forward-looking statements
contained in this document, which speak only as of the date on which such
statements were made. We undertake no obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
after the date on which such statements were made or to reflect the occurrence
of unanticipated events.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and certain of its subsidiaries are defendants in various lawsuits
involving asbestos-containing products. In addition, the Company has been
notified that it is among potentially responsible parties under federal
environmental laws, or similar state laws, relative to the cost of investigating
and in some cases remediating contamination by hazardous materials at several
sits. See Notes H and K to the accompanying unaudited condensed consolidated
financial statements, which are incorporated herein by reference.
In May 2000, the Company and its subsidiary Rohr, Inc., were served with
complaints in a lawsuit filed in the Superior Court of Orange County,
California, by former shareholders and certain former employees of Tolo, Inc.
Tolo, Inc. is a subsidiary of Rohr that was acquired in 1997. The former
shareholders alleged that the Company and Rohr breached the stock purchase
agreement by failing to pay $2.4 million under the terms of the agreement. In
September 2001, a jury found that the Company was liable to the shareholders for
the $2.4 million retained by Rohr under the stock purchase agreement and was
also assessed punitive damages of $48 million. The court subsequently lowered
the punitive damages award to $24 million.
The Company and its legal counsel believe that there are several points of error
in the judgement and in the court proceedings and has appealed the verdict. As
it is the Company's opinion, as well as that of its legal counsel, that it is
more likely than not that the trial court judgment will be reversed or vacated
as a result of our appeal, no additional amounts have been recorded within the
Company's financial statements as of September 30, 2001.
28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 10(II) Goodrich Corporation Severance Program.
Exhibit 10(JJ) Amendment No. 1 to Goodrich Corporation 2001 Stock
Option Plan.
Exhibit 10(KK) Amendment No. 1 to Goodrich Corporation Employee Stock
Purchase Plan.
(b) Reports on Form 8-K.
The following Current Reports on Form 8-K were filed by the Company
during the quarter ended September 30, 2001:
Current Report on Form 8-K filed July 20, 2001 (relating to the
announcement of the Company's conference call regarding its second
quarter 2001 earnings).
Current Report on Form 8-K filed July 23, 2001 (relating to the
announcement of the Company's earnings for the three-month and
six-month periods ended June 30, 2001).
Current Report on Form 8-K filed September 4, 2001 (relating to the
announcement that the Company's Board of Directors approved in
principle the tax-free spin-off of the Company's Engineered Industrial
Products business to shareholders).
29
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
October 31, 2001 Goodrich Corporation
/S/ULRICH SCHMIDT
--------------------------------------------
Ulrich Schmidt
Senior Vice President and
Chief Financial Officer
/S/ROBERT D. KONEY, JR.
--------------------------------------------
Robert D. Koney, Jr.
Vice President & Controller
(Chief Accounting Officer)
30