1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended July 31, 1997 Commission File Number 1-6101
ROHR, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1607455
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910
(Address of principal executive offices)
(619) 691-4111
(Telephone No.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
The Stock Exchange, London
7% Convertible Subordinated New York Stock Exchange
Debentures due 2012 Pacific Stock Exchange
The Stock Exchange, London
7-3/4% Convertible Subordinated New York Stock Exchange
Notes due 2004
Securities registered pursuant to Section 12(g) of the Act: None
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___
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [_]
At September 5, 1997, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on market quotations as of that date, was
approximately $682,076,515.
As of September 5, 1997, there were 25,366,613 shares of the Registrant's common
stock outstanding.
Documents Incorporated by Reference:
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Portions of the following documents are incorporated into this report by
reference:
1. Part II Registrant's Annual Report to Shareholders for fiscal year
ended July 31, 1997.
2. Part III Registrant's definitive Proxy Statement to be filed with the
Securities and Exchange Commission within 120 days after the
close of the fiscal year.
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TABLE OF CONTENTS
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Part I.
Page
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Item 1. Business...................................................... 1
General..................................................... 1
Products.................................................... 2
Contracts................................................... 4
Subcontractors.............................................. 5
Program Funding............................................. 6
Principal Customers......................................... 6
Backlog..................................................... 6
Competition................................................. 7
Raw Materials and Suppliers................................. 8
Employees................................................... 8
Environmental Matters....................................... 8
Research and Development.................................... 9
Patents and Proprietary Information......................... 9
Manufacturing............................................... 9
Overhaul and Repair Facilities.............................. 10
Miscellaneous............................................... 10
Item 2. Properties.................................................... 10
Item 3. Legal Proceedings............................................. 12
Item 4. Submission of Matters to a Vote of Security Holders........... 15
Additional
Item Executive Officers of the Registrant.......................... 15
Part II.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters..................................................... 17
Item 6. Selected Financial Data....................................... 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
Item 7a. Quantitative and Qualitative Disclosures
About Market Risk........................................... 17
Item 8. Financial Statements and Supplementary Data................... 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 17
Part III.
Item 10. Directors and Executive Officers of the Registrant............ 18
Compliance with Section 16(a) of the Securities Exchange
Act of 1934................................................ 18
Item 11. Executive Compensation........................................ 18
Item 12. Security Ownership of Certain Beneficial Owners and Management 18
Item 13. Certain Relationships and Related Transactions................ 18
Part IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.................................................... 19
SIGNATURES
Signature Page................................................ 26
ii
PART 1
ITEM 1. BUSINESS
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General
Rohr, Inc., (the "Company"), incorporated in Delaware in 1969, is the
successor to a business originally established in 1940 under the name of Rohr
Aircraft Corporation. The Company, a leading aerospace supplier, provides
nacelle and pylon systems integration, design, development, manufacturing, and
support services to the aerospace industry worldwide. The Company focuses its
efforts on the market for commercial aircraft which seat 70 or more passengers.
Its principal products include nacelles, which are the aerodynamic structures or
pods that surround an aircraft's engines; thrust reversers, which are part of
the nacelle system and assist in the deceleration of jet aircraft after landing;
pylons (sometimes referred to as struts) which are the structures that attach
the jet engines or the propulsion system to the aircraft; noise suppression
systems; engine components; and structures for high-temperature environments. In
addition, the Company conducts product research and development in advanced
composites and metals, high-temperature materials, acoustics, and manufacturing
processes for existing and future applications.
The Company sells products and services to the major commercial airframe
manufacturers (Boeing and McDonnell Douglas, which have merged, and Airbus) and
to the five major jet engine manufacturers (General Electric, Pratt & Whitney,
Rolls-Royce, CFM International, and International Aero Engines). In addition,
the Company on several programs provides customer and product support directly
to over 200 airline operators and service centers around the world, including
on-site field services and the sale of spare parts. The Company also overhauls
and repairs nacelles and thrust reversers for airlines operating virtually
anywhere in the world.
The Company has over 50 years of experience in the aerospace industry.
Originally, the Company operated as a subcontractor to the airframe
manufacturers, building parts to the customer's design. Later, it began to
build to its own designs based on customer specifications. Eventually, the
Company also began operating as a subcontractor to the engine manufacturers who
then provided the engine with nacelle to the airframe manufacturers. In the
1980s, the Company significantly expanded its role in many newer programs by
becoming a systems integrator for nacelle systems with responsibility for the
integration and management of the design, tooling, manufacture, and delivery of
complete nacelle systems, directing the efforts of international consortia in
some cases. As a result of this range of experience, the Company can provide
many different levels of service to its customers depending upon their needs.
The Company can build to the customer's design, assist in that design, or assume
total responsibility for design, manufacture, integration and product support.
In addition, over the last several years, the Company has expanded its services
to the airlines through the direct sale of spare parts, the provision of
technical support and training, and the operation of repair and overhaul
facilities.
1
Products
General. The Company designs and manufactures nacelle systems, nacelle
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components, pylons or struts, non-rotating components for jet engines, and other
components for commercial and military aircraft. A nacelle system generally
includes the nose cowl or inlet, fan cowl, nozzle systems and thrust reverser.
The nacelle houses electrical, mechanical, fluid, and pneumatic systems together
with various panels, firewalls, and supporting structures; the aircraft engine
(which is provided by the customer); and purchased or customer-furnished engine
equipment such as electrical generators, starters, fuel pumps and oil coolers.
The Company also performs engine build-ups ("EBU") by assembling nacelle systems
and the related electrical, mechanical, fluid and pneumatic systems onto core
aircraft engines.
Commercial. The Company has become a systems integrator, with
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responsibility for the integration and management of the design, tooling,
manufacture, and delivery of the complete nacelle or pylon system, including in
some cases sale of spare parts directly to the aircraft operator.
The Company has full systems integration responsibility for the complete
nacelle with thrust reverser, and performs substantial manufacturing for the
McDonnell Douglas MD-80, the Pratt & Whitney PW4000 series engine option for the
McDonnell Douglas MD-11 and the Airbus A310 and A300-600. In some cases, while
retaining full systems integration responsibility for the nacelle and thrust
reverser, the Company has subcontracted certain major components. These programs
include the CFM International CFM56-5 nacelle program and the International Aero
Engines V2500-A5 nacelle program (excluding inlet and fan cowl), both of which
engines are being competitively marketed for the Airbus A319, A320 and A321;
the CFM International-powered Airbus A340; and the International Aero Engines
V2500-D5 for the McDonnell Douglas MD-90 aircraft. The company also has
responsibility for the wing and tail pylon program for the McDonnell Douglas
MD-11 aircraft, and has subcontracted the wing pylon manufacture and assembly.
The Company manufactures the thrust reverser, nozzle, pylons and fan cowl
for Rolls-Royce engine options for the Boeing 757; the pylon for the Pratt
engine option for the Boeing 757; the nacelle without thrust reverser for the
CF6-80C2, which is the General Electric engine option for the Airbus A310 and
A300-600 and the McDonnell Douglas MD-11; the nacelle without thrust reverser
for the CF6-80E1, which is the General Electric engine option for the Airbus
A330; nacelle components, including the inlet cowl, fan cowl, and extension ring
for the Boeing 737-300, -400, -500 and the inlet and fan cowl for the Boeing
737-600, -700 and -800. Major components produced by the Company for the General
Electric CF6-80C2 nacelle are also used on the Boeing 747 and 767.
The role of systems integrator, while broadening the Company's business
base in the commercial aerospace industry, typically requires a substantial
investment in working capital and subjects the Company to increased market risk
relative to the ultimate success of such programs. In those cases where the
Company has subcontracted the design and production of major components (CFM56-
5, V2500, MD-90, A340 and the wing pylon for the MD-11) to foreign and domestic
companies, some of the risks associated with such programs have been passed on
to those subcontractors. However, the Company's performance and ultimate
profitability on these programs is dependent on the performance of its
subcontractors, including the timeliness and quality of their work, as well as
the ability of the Company to monitor and manage its subcontractors. See
"Subcontractors".
2
In February 1996, BMW Rolls-Royce Aero Engines selected the Company to be
the nacelle system integrator for the new MD-95 aircraft , a new 100 passenger
aircraft currently under development. Delivery of development hardware was made
in July 1997. The aircraft's flight test program is scheduled to commence in
April 1998 and its scheduled Federal Aviation Administration certification date
is mid 1999.
The Company manufactures and sells modification kits for the re-engining of
existing Boeing 727 aircraft with new Pratt & Whitney JT8D-217C/219 engines.
The program, designated the "Super 27," consists of new nacelles, struts, engine
mounts and thrust reversers.
The Company also manufactures other components for commercial jet aircraft,
including the common nozzle used on the Rolls-Royce-powered versions of the
Boeing 747 and 767, the aft fan case nozzle and plug for the General Electric GE
90 engine option for the Boeing 777, the common nozzle assembly used on the
Rolls Royce powered Airbus A330, and the acoustical ducts and/or acoustic panels
for the Pratt & Whitney engine used on the McDonnell Douglas MD-80 and the
Boeing 757.
The Company has been performing nacelle modification and integration
services for Pratt & Whitney, installing Boeing 757 nacelles under a Pratt &
Whitney license, on the PW2000 series engine for use on the former Soviet
Union's IL-96M/T transport aircraft. Pratt & Whitney has entered into a
contracts with Boeing for additional nacelles and with the Company for
additional modification and integration services. The Company also provides
nacelles (essentially the same as those used on the Rolls Royce powered version
of the 757) to Rolls Royce for its program to install Rolls Royce engines on the
former Soviet Union's TU-204 aircraft.
Government (Military and Space). For military aircraft, the Company
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manufactures nacelle components for re-engining of existing Boeing KC-135
military aerial refueling tankers and spares components for "out of production"
aircraft such as the P-3, C130, F-14 and C-5. The Company developed and has
delivered the engine bay doors for the U.S. Air Force F-22 tactical fighter
aircraft being built under a development contract for the U. S. Air Force . As
a member of the Lockheed Martin team which was selected in July 1996 by NASA to
build and fly a sub-scale demonstrator X-33 Single-Stage-to-Orbit ("SSTO")
reusable launch vehicle, the Company will be responsible for the SSTO's thermal
protection system.
Spares. The Company sells spare parts for both military and commercial
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aircraft, including those for aircraft in use but no longer in production and
such sales were approximately $187.2 million in fiscal 1997, $178.5 million in
fiscal 1996, and $142.5 million in fiscal 1995.
Under several major programs, the Company sells spare parts directly to
airlines (although on certain programs, royalty payments are required). On
these programs the Company also provides technical and product support directly
to the airlines. On other programs, the Company sells such spares to the
airframe or engine manufacturer who then resells them to the airlines together
with manuals and product support. The Company's direct sales of spare parts to
the airlines are expected to increase in the future as nacelle programs on which
the Company sells spare parts directly to the airlines mature and as the
aircraft using those nacelles age. Generally, the Company earns a higher margin
on the direct sale of spare parts to airlines than it does on the sale of spare
parts to prime contractors (for resale to the airlines). Prices for direct
spare part sales are higher than prices for spare parts sold to prime
contractors, in part, because of additional costs related to the technical and
customer support activities provided to the airlines.
3
Contracts
Most of the Company's major commercial contracts establish a firm unit
price, subject to cost escalation, over a number of years or deliveries or, in
certain cases, over the life of the related program. Life-of-program
agreements generally entitle the Company to work as a subcontractor on the
program during the entire period the customer produces its aircraft or engine.
While the customer retains the right to terminate these long-term and life-of-
program arrangements, there are generally significant costs for doing so.
Although most of the Company's contracts are long-term, fixed-price contracts,
from time to time, the Company has experienced pressures from customers to
reduce prices.
The Company's long-term contracts generally contain escalation clauses for
revising prices based on published indices which reflect increases in material
and labor costs. Furthermore, in almost all cases, when a customer orders
production schedule revisions (outside of a range provided in the contract) or
design changes, the contract price is subject to adjustment. These long-term
contracts provide the Company with an opportunity to obtain increased profits if
the Company can perform more efficiently than it assumed at the time of pricing.
Conversely, there is the potential for significant losses if it cannot produce
the product for the agreed upon price.
The Company's other commercial contracts generally provide a fixed price
for a specified number of units which, in many cases, are to be delivered over a
specified period of time. Under these contracts, prices are re-negotiated for
each new order. As a result, the Company has the opportunity to negotiate price
increases for subsequent units ordered if production costs are higher than
expected. The Company's customers, however, may seek price reductions from the
Company in connection with any new orders they place.
On its longer-term contracts, the Company bases initial production prices
on estimates of the average cost for a block of the units which it believes will
be ordered over a specified period of time. Generally, production costs on
initial units are substantially higher during the early years of a new contract
or program, when the efficiencies resulting from learning are not yet fully
realized, and decline as the program matures. Learning typically occurs on a
program as tasks and production techniques become more efficient through
repetition of the same manufacturing operation and as management implements
actions to simplify product design and improve tooling and manufacturing
techniques. If the customer orders fewer than the expected number of units
within a specified time period, certain of the Company's contracts have
repricing clauses which increase the prices for units that have already been
delivered. However, other contracts do not include such repricing provisions
and force the Company to bear certain market risks (such as the MD-90, MD-95 and
the 737). The Company analyzes the potential market for the products under such
contracts and agrees to prices based on its estimate of the average estimated
costs for the units it expects to deliver under the program.
Some of the Company's contracts have provided for the recovery of a
specified amount of nonrecurring, pre-production costs, consisting primarily of
design and tooling costs. In some cases, a significant portion of such pre-
production costs have been advanced by the customer. However, in negotiating
several contracts, the Company has agreed to defer recovery of pre-production
costs and instead to recover a certain amount of such costs with the sale of
each production unit over an agreed number of production units plus spares
equivalents. In addition, on several of these contracts, based on its analysis
of the potential market for the
4
products covered by such contracts, the Company agreed to amortize pre-
production costs over a number of units which was larger than the anticipated
initial fabrication orders without the protection of a repricing clause or
guaranteed quantities of orders. On other commercial contracts, the Company
receives advance payments with orders, or other progress or advance payments,
which assist the Company in meeting its working capital requirements for
inventories. In addition, to reduce such funding requirements and, in certain
cases, market risks, the Company has subcontracted substantial portions of
several of its programs. See "Subcontractors".
In accordance with practices in the aircraft industry, most of the
Company's commercial orders and contracts are subject to termination at the
convenience of the customer and on many programs the tooling and design prepared
by the Company are either owned by the customer or may be purchased by it at a
nominal cost. The contracts generally provide, upon termination of firm orders,
for reimbursement of costs incurred by the Company, plus a reasonable profit on
the work performed. The costs of terminating an entire contract or program can
be significantly greater for the customer than the costs of terminating specific
firm orders. All of the Company's government contracts are subject to
termination at the convenience of the government. In such a situation, the
Company is entitled to recover the costs it incurred prior to termination, plus
a reasonable profit on the work performed.
The Company may encounter, and on several programs from time to time has
encountered, preproduction and/or production cost overruns caused by increased
material, labor or overhead costs, design or production difficulties, increased
quality requirements, redefined acceptance criteria on government programs, and
various other factors such as technical and manufacturing complexity. The
Company seeks recovery of such cost overruns from the customer if they are
caused by the action or inaction of the customer; otherwise, such cost overruns
will be, and in many cases have been, borne by the Company.
Incident to the manufacture and sale by the Company of its products, the
Company is subject to possible liability by reason of (i) warranties against
defects in design, material and workmanship; (ii) potential product liability
responsibility arising out of the use of its products; and (iii) strict
liability arising from the disposal of certain wastes covered by environmental
protection laws. The Company also has varying contractual obligations to
maintain the ability to produce and service spare parts as long as there are
specified numbers of aircraft still in operation. In addition, the Company's
contracts provide remedies ranging from actual damages to specified daily
penalties for late deliveries of products.
Subcontractors
The competitive market has required the Company to make substantial
financial investments in programs on which it participates. Both to reduce the
burden and risk of such financial investments, and also in some cases to
participate in foreign programs, the Company has further subcontracted the
design, development and production of substantial portions of several of its
major components to other foreign and domestic corporations. In return, those
companies provided a portion of the investment and assumed a portion of the risk
associated with various of the Company's programs. The Company's performance
and ultimate profitability on these programs is dependent on the performance of
its subcontractors, including the timeliness and quality of their work, as well
as the ability of the Company to monitor and manage its subcontractors.
5
Program Funding
The highly competitive nature of the aerospace market has required the
Company to commit substantial financial resources, largely for working capital,
to participate with its customers on certain long-term programs. Those working
capital requirements consist primarily of nonrecurring pre-production costs such
as design and tooling, recurring costs for inventories and accounts receivables.
In some cases, a significant portion of the pre-production costs have been
advanced by the customer. However in other cases, the Company has agreed to
defer recovery of pre-production costs and instead to recover a certain amount
of such costs with the sale of each production unit over an agreed number of
production units plus spares equivalents. On some commercial contracts, the
Company receives advance payments with orders, or other progress or advance
payments, which assist the Company in meeting its working capital requirements
for inventories. On government contracts, the Company receives progress
payments for both pre-production and inventory costs. To reduce both its pre-
production funding requirements and the build-up of program inventories, the
Company has entered into agreements with subcontractors to provide a portion of
the program funding needs and has subcontracted to these entities substantial
portions of many of its programs. See "Subcontractors." Advances and progress
payments have varied in the past and are subject to change in the future based
on changes in both commercial and government procurement practices and
governmental regulations. Any future change could affect the Company's need for
program funding.
Accounts receivable balances vary in accordance with various payment terms
and other factors including the periodic receipt of large payments from
customers for reimbursement of non-recurring costs or for amounts which had been
deferred pending aircraft certification.
The Company's primary sources of program funding have been funds generated
from operations and borrowings. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources"
in the Company's 1997 Annual Report to Shareholders.
Principal Customers
For a discussion of the Company's sales to its principal customers, see
"Notes to the Consolidated Financial Statements" in the Company's 1997 Annual
Report to Shareholders, Note 3--"Accounts Receivable--Sales."
Backlog
The Company's backlog is significant to its business because the production
of most Company products involves a long lead time from order to shipment date.
Firm backlog represents the sales price of all undelivered units covered by
customer orders. Firm backlog includes units ordered by a customer although the
Company and the customer have not yet agreed upon a sales price. In such cases,
the Company records in backlog an amount it believes) is a reasonable price
estimate.
The Company's firm backlog at July 31, 1997, was approximately $1.5
billion, compared to $1.2 billion at July 31, 1996. Of such backlog,
approximately $950 million is scheduled for delivery on or before July 31, 1998,
with the balance to be delivered in subsequent periods. A portion of the
Company's expected sales for fiscal 1998 is not included in firm backlog.
6
All of the Company's firm backlog is subject to termination or rescheduling
at the customer's convenience. The Company's contracts generally provide for
reimbursement of costs incurred, plus a reasonable profit on such costs, with
respect to any firm orders that are terminated. Historically, it has been rare
for a customer to cancel units in firm backlog because of its obligations to the
Company with respect to such units and its obligations to suppliers of
components other than nacelles and pylons, who frequently are producing
concurrently components for use with the units ordered from the Company.
Competition
The Company's principal competition is Boeing (which, in addition to being
a significant customer to the Company, also manufactures nacelle systems and
pylons for its own aircraft), other significant aerospace corporations which
have development and production experience with respect to portions of the
nacelle system, and the companies to whom the Company has subcontracted various
components and who could (and have) bid on contracts in competition with the
Company.
The Company believes that its capabilities and technology, which range from
research and development through component design and testing, flight
certification assistance, component production and integration and airframe
production line assistance, contribute significantly to its market position.
The Company also believes that its contractual rights to participate on programs
for long periods of time or, in some cases, over the life of programs also
contribute to the maintenance of its market position.
Even with respect to its shorter term contracts, the Company is likely to
continue working as a subcontractor for the prime contractors well beyond the
end of the existing shorter term contracts. The Company has long standing
relationships with all of its significant customers. The Company's continued
participation on existing programs provides cost advantages to the prime
contractors because it avoids the cost of disassembling, moving, reassembling
and recalibrating the customized tooling used to manufacture aerospace products
which would be necessary if a program were transferred to a new subcontractor at
the end of a short-term contract. In addition, the delays inherent in such a
transfer are likely to disrupt the prime contractor's own production schedule as
the flow of deliveries from the subcontractor is interrupted during the
transfer. It is also generally more expensive for a new subcontractor to begin
producing products in the middle of an existing program than it is for the
Company to continue producing the required products. A new subcontractor's
employees must learn program specific tasks with which the Company's employees
will already be familiar. As a result of all of these factors, it is unusual
for a prime contractor to shift a major aerospace subcontract from one
manufacturer to another at the end of a short-term contract.
Competitive factors include price, quality of product, design and
development capability combined with the ability to quickly bring a product to
market, ability to consistently achieve scheduled delivery dates, manufacturing
capabilities and capacity, technical expertise of employees, the desire or lack
thereof of airframe and engine manufacturers to produce certain components in-
house, and the willingness, and increasingly the ability, of the Company and
other nacelle manufacturers to accept financial and other risks in connection
with new programs.
7
Raw Materials and Suppliers
The principal raw materials used by the Company are sheet, plate, rod, bar,
tubing, and extrusions made of aluminum, steel, Inconel and titanium; electrical
wire; rubber; adhesives; and advanced composite products. The principal
purchased components are aircraft engine equipment, custom machined parts, sheet
metal details, and castings and forgings. All of these items are procured from
commercial sources. Supplies of raw materials and purchased parts historically
have been adequate to meet the requirements of the Company. However, from time
to time, including currently, shortages have been encountered, particularly
during periods of high industry production and demand. While the Company
endeavors to assure the availability of multiple sources of supply, there are
many instances in which, either because of a customer requirement or the
complexity of the item, the Company may rely on a single source. The failure of
any of these single source suppliers or subcontractors to meet the Company's
needs could seriously delay production on a program. The Company monitors the
delivery performance, product quality and financial health of its critical
suppliers, including all of its single source suppliers.
Employees
At July 31, 1997, the Company had approximately 4,600 full-time employees,
of whom approximately 1,380 were represented by the International Association of
Machinists and Aerospace Workers under agreements which expire on February 15,
2000; approximately 170 were represented by the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America under an
agreement which expires on October 29, 2000; and approximately 20 were
represented by the International Union of Operating Engineers under an agreement
which expires on June 25, 2000. The Company considers its relationship with its
employees generally to be satisfactory.
Environmental Matters
As an international aerospace manufacturing corporation, the Company is
subject to foreign, federal, state and local laws and regulations that limit the
discharge of pollutants into the air, soil and water and establish standards for
the treatment, storage and disposal of hazardous wastes. If the Company were to
violate or otherwise to have liability pursuant to any of these laws or
regulations, it could be subject to judicial or administrative enforcement
proceedings requiring the Company to investigate the nature and extent of any
pollution it caused, to remediate such pollution, to install control devices in
its manufacturing facilities to reduce the amount of pollutants entering the
environment and to otherwise respond to orders and requests of the courts and
the various regulatory agencies. These proceedings could result in the Company
expending additional funds to satisfy judicial or regulatory decisions. The
Company does not believe that its environmental risks are materially different
from those of comparable manufacturing companies. Nevertheless, the Company
cannot provide assurances that environmental laws will not adversely affect the
Company's operations and financial condition in the future. Environmental risks
are generally excluded from coverage under the Company's current insurance
policies. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Environmental Matters" and "Notes to the Consolidated
Financial Statements, Note 8, Commitments and Contingencies," in the Company's
1997 Annual Report to Shareholders. See, also, Item 3, "Legal Proceedings," in
this report.
8
The Company is involved in several proceedings and investigations related
to waste disposal sites and other environmental matters. See Item 3, "Legal
Proceedings," for a discussion of these matters, and additional suits and
matters that are pending or have been threatened against the Company.
Based upon presently available information, the Company believes that
aggregate costs in relation to all environmental matters of the Company will not
have a material adverse effect on the Company's financial condition, liquidity,
results of operations or capital expenditures.
Research and Development
The Company's research and development activities are designed to improve
its existing products and manufacturing processes, to enhance the
competitiveness of its new products, and to broaden the Company's aerospace
product base.
Most of its product development is funded through regular production
contracts and other agreements, several of which are funded by the U.S.
government. The Company developed the world's first all composite nacelle and
its large cascade thrust reverser under such contracts. The Company also
performs self-funded research and development through which it developed
proprietary products which reduce noise and prevent ice formation on nacelles.
The Company seeks research and development contracts from the U.S.
government and from commercial customers in targeted areas of interest such as
composite materials and advanced low-cost processing and joining of new
materials. From time to time, the Company also enters into joint research and
development programs with its customers.
Patents and Proprietary Information
The Company has obtained patents and developed proprietary information
which it believes provide it with a competitive advantage. For example, the
Company holds patents on the DynaRohr family of honeycomb sound attenuation
structures, the state-of-the-art RohrSwirl system which prevents ice formation
on the leading edges of nacelles, and bonding processes for titanium and other
metals. In addition, the Company has developed proprietary information covering
such matters as nacelle design, sound attenuation, bonding of metallic and
advanced composite structures, material specifications and manufacturing
processes. The Company protects this information through invention agreements
with its employees and confidentiality agreements with third parties. Although
the Company believes that its patents and proprietary information allow it to
produce superior products, it also believes that the loss of any such patent or
disclosure of any item of proprietary information would not have a material
adverse effect on the Company.
Manufacturing
The Company's products are manufactured and assembled at its facilities in
the United States and Europe by an experienced work force. The Company
considers its facilities and equipment generally to be in good operating
condition and adequate for the purpose for which they are being used. In
addition, it has a substantial number of raw material suppliers and numerous
subcontractors to produce components, and in some cases, major assemblies.
The Company's European final assembly sites, which are located adjacent to
the Company's major European customer, Airbus, allow the Company to respond
quickly to
9
customer needs. The Company believes that these European sites provide it with
advantages in obtaining certain contracts with Airbus because they allow the
Company to perform a portion of the required work in Europe.
Overhaul and Repair Facilities
The Company has four overhaul and repair facilities which give it the
capability to overhaul and repair nacelles and thrust reversers for airlines
operating virtually anywhere in the world The facilities are located in
Fairhope, Alabama; Toulouse, France; Prestwick, Scotland; and Singapore. The
Singapore facility is jointly owned by the Company and Singapore Aerospace
Manufacturing Pte., Ltd.
Miscellaneous
No material portion of the Company's business is considered to be seasonal.
ITEM 2. PROPERTIES
- -------------------
All owned and leased properties of the Company are generally well
maintained, in good operating condition, and are generally adequate and
sufficient for the Company's business. The Company's properties are
substantially utilized; however, the Company does have excess manufacturing
capacity. All significant leases are renewable at the Company's option on
substantially similar terms, except for increases of rent which must be
negotiated in some cases.
10
The following table sets forth the location, principal use, approximate
size and acreage of the Company's major production facilities. Those which are
owned by the Company and its subsidiaries are owned free of material
encumbrances, except as noted below:
Owned Leased
-------------------------- --------------------------
Approximate Approximate
Square Feet Square Feet
Type of of Facility Approximate of Facility Approximate
Location Facility(1) (000) Acreage (000) Acreage
-------- ----------- ----------- ----------- ----------- -----------
ALABAMA
Fairhope(2)............ A,B 123 70.6 -- --
Foley(2)............... A,B 343 163.7 -- --
ARKANSAS
Arkadelphia(3)......... A,B 224 65.2 -- --
Heber Springs(2)....... A,B 153 70.5 -- --
Sheridan(2)............ A,B 149 78.0 -- --
CALIFORNIA
Chula Vista............ A,B,C,D 2,743 97.5 12 57.5
Riverside.............. A,B,C,D 1,159 75.3 4 --
FRANCE
Toulouse/St. Martin.... A,B,C 132 7.0 18 3.2
Toulouse/Gramont(2).... A,B 170 23.0 -- --
GERMANY
Hamburg................ A,B 28 5.3 -- --
MARYLAND
Hagerstown............. A,B 423 55.7 -- --
SCOTLAND
Prestwick.............. A,B -- -- 58 --
SINGAPORE
Singapore(4)........... A,B 44 -- -- 2.3
TEXAS
San Marcos............. A,B 172 55.0 -- --
----- ----- ---- ----
Approximate Totals..... 5,863 766.8 92 63.0
_____________
(1) The letters indicated for each location describe the principal activities
conducted at that location:
A-Office
B-Manufacturing
C-Warehouse
D-Research and Testing
(2) Subject to a capital lease
(3) The completion of construction of this facility has been deferred. The
Company has taken an impairment write down on the facility.
(4) This facility is jointly owned by the Company and Singapore Aerospace
Manufacturing Pte., Ltd.
11
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
A. Accounts receivable and inventories include estimated recoveries on
constructive change claims that the Company has asserted with respect to costs
it incurred as a result of government imposed redefined acceptance criteria on
the Grumman F-14 subcontract and the Company filed Appeal No. 47139 (filed
February 7, 1994) before the Armed Service Board of Contract Appeals ("ASBCA").
In the above appeal the Company's customer is the sponsor of the claims, the
U.S. Navy is the defendant and the Company is claiming monetary damages.
Management believes that the amounts reflected in the financial statements are
within the range of estimates of the amounts for which this matter will be
resolved. The resolution of this matter may take more than one year. See "Notes
to the Consolidated Financial Statements, Note 3", contained in the Company's
1996 Annual Report to Shareholders.
B. In June 1987, the U.S. District Court of Los Angeles, in U.S. et al.
vs. Stringfellow (United States District Court for the Central District of
California, Civil Action No. 83-2501 (JMI)), granted partial summary judgment
against the Company and 14 other defendants on the issue of liability under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
This suit, along with related lawsuits, alleges that the defendants are jointly
and severally liable for all damage in connection with the Stringfellow
hazardous waste disposal site in Riverside County, California. In June 1989, a
federal jury and a special master appointed by the federal court found the State
of California also liable for the cleanup costs. On November 30, 1993, the
special master released his "Findings of Fact, Conclusion of Law and Reporting
Recommendations of the Special Master Regarding the State Share Fact Finding
Hearing." In it, he allocated liability between the State of California and
other parties. As this hearing did not involve the valuation of future tasks
and responsibilities, the order did not specify dollar amounts of liability.
The order, phrased in percentages of liability, recommended allocating liability
on the CERCLA claims as follows: 65% to the State of California and 10% to the
Stringfellow entities, leaving 25% to the generator/counterclaimants (including
the Company) and other users of the site (or a maximum of up to 28% depending on
the allocation of any Stringfellow entity orphan share). On the state law
claims, the special master recommended a 95% share for the State of California,
and 5% for the Stringfellow entities, leaving 0% for the
generator/counterclaimants. The special master's recommendation was
substantially approved by the federal judge but that decision is subject to a
final appeal. The Company and other generators of wastes disposed at the
Stringfellow site, which include numerous companies with assets and equity
significantly greater than the Company, are jointly and severally liable for the
share of cleanup costs for which the generators, as a group, ultimately are
found to be responsible. Notwithstanding, CERCLA liability is sometimes
allocated among hazardous waste generators who used a waste disposal site based
on the volume of hazardous waste they disposed of at the site. The Company is
the second largest generator of wastes disposed at the site by volume, although
it and certain other generators have argued the final allocation among
generators of their shares of cleanup costs should not be determined solely by
volume. The largest generator of wastes disposed at the Stringfellow site, by
volume, has indicated it is significantly dependent on insurance to fund its
share of any cleanup costs, and that it is in litigation with certain of its
insurers. The Company intends to continue to defend vigorously these matters
and believes, based on currently available
12
information, that the ultimate resolutions of these matters will not have a
material adverse effect on the financial position or results of operations of
the Company.
The Company has reached settlements with its primary comprehensive general
liability insurance carriers concerning the Stringfellow site and has retained
the right to file future claims against its excess carriers.
C. In December 1989, the Maryland Department of the Environment ("MDE")
served the Company with a Letter and Consent Order No. CO-90-093. The Consent
Order calls for investigation and remediation of chemicals detected in soil and
ground water at the Company's bonding facility in Hagerstown, Maryland. The
Company and MDE subsequently negotiated a mutually acceptable Consent Order
under which the Company has developed a work plan to determine the nature and
extent of the pollution at the bonding plant. The Company had acquired the
bonding plant from Fairchild Industries, Inc. ("Fairchild"), in September 1987
and Fairchild had agreed to retain responsibility for and to indemnify the
Company against any claims and fees in connection with any hazardous materials
or pollutants released into the environment at or near the bonding plant or any
other property before the closing date of the sale. On March 11, 1993, the
Company and Fairchild executed a settlement agreement pursuant to which
Fairchild substantially reimbursed the Company for past costs relating to
environmental investigations at the bonding plant. The parties also agreed on a
procedure to perform the work required under the MDE Consent Order. On
February 21, 1997, the Company and Fairchild jointly submitted to MDE a Study
Area Feasibility Report. MDE has responded favorably to the report but
requested some additional groundwater sampling. Based on currently available
information, the Company believes that the resolution of this matter will not
have a material adverse effect on the financial position or results of
operations of the Company.
D. In July 1994, the Department of Toxic Substances Control of the State of
California Environmental Protection Agency ("DTSC") filed an action against the
Company and other individuals and companies in the U. S. District Court for the
Eastern District of California, Case No. CV-F-94-5683-GEB DLB, seeking, among
other things, recovery of response costs approximating $1.3 million plus
interest and attorney fees. The demand for payment, which is joint and several,
is for expenses allegedly incurred by DTSC personnel in the oversight of the
cleanup of the Rio Bravo deep injection well disposal site in Shafter,
California. The cleanup is currently being conducted by a group of cooperating
potentially responsible parties ("PRPs"), including the Company ("the
Cooperating PRPs"). In January 1996, the DTSC and the Cooperating PRPs settled
the monetary claim for a reduced amount. In addition, the Cooperating PRPs have
agreed to plug and abandon the deep injection well which will resolve the last
remaining cleanup issues. In April 1997, DTSC certified completion of the
remediative action conducted at the site. In July 1997, DTSC made a demand of
$30,000 on the PRPs for oversight costs related for the site. Based on
currently available information, the Company believes that the resolution of
this matter will not have a material adverse effect on the financial position or
results of operations of the Company.
13
E. During fiscal 1993, Region IX of the United States Environmental
Protection Agency ("EPA") named the Company as a generator of hazardous wastes
that were transported to the Casmalia Resources Hazardous Waste Management
Facility (the "Casmalia Site") in Casmalia, California. In July 1996, the
Company and approximately 50 other cooperating generators executed a Consent
Decree and an Administrative Order on Consent which obligated the cooperating
generators to perform, jointly and severally, certain responsive actions at the
Casmalia Site prior to the entry of the Consent Decree. Since the entry of the
Consent Decree, the cooperating generators (including the Company) have agreed
to perform certain remedial actions at the site. The Company does not yet know
the ability of all other PRPs at this site, which include companies of
substantial assets and equity, to fund their allocable share. Some PRPs have
made preliminary estimates of cleanup costs at this site of approximately $60 to
$70 million and the Company's share (based on estimated, respective volumes of
discharge into such site by all generators, all of which cannot now be known
with certainty) could approximate $2.0 million. Based on currently available
information, the Company believes that the resolution of this matter will not
have a material adverse effect on the financial position or results of
operations of the Company.
F. By letter dated July 14, 1994, the Company was notified by the State of
Washington's Department of Ecology that the Department believes the Company to
be a "potentially liable person" ("PLP") under the Model Toxics Control Act of
the Revised Code of Washington. The Company is alleged to have arranged for the
disposal or treatment of a hazardous substance or arranged with a transporter
for disposal or treatment of a hazardous substance at a facility in Washington
known as the Yakima Railroad Area. The Department has made a written
determination that the Company is a PLP. In June 1996, the Department advised
the Company that it has been drafting a uniform settlement offer to be extended
individually to the PLPs, specifically, those who, like the Company, allegedly
shipped carbon to the site. In December, 1996, the Company and the Department
settled this matter based on pounds of carbon the Company shipped to the site.
G. In July 1996 the United States Environmental Protection Agency ('EPA")
advised the Company that it was working under the Superfund program to
investigate and clean up contamination from hazardous substances, particularly
polychlorinated biphenyls (PCBs), volatile organic compounds (VOCs), and waste
oils from the Hayford Bridge Groundwater Superfund Site located in St. Charles,
Missouri. The EPA further advised the Company that business records from the
site operator indicated that the Company sent materials to the facility for
services which may have included recycling, reclamation, generation, disposal,
treatment, storage, chemical processing, manufacture or other handling. The EPA
further requested that the Company respond to an information request concerning
the Company's use of the facility between 1963 and 1989. In June 1997, the
Company and EPA executed a Settlement Agreement based on the number of pounds of
material allegedly sent by the Company to the site.
H. From time to time, various environmental regulatory agencies request
that the Company conduct certain investigations on the nature and extent of
pollution, if any, at its various facilities. For example, such a request may
follow the spill of a reportable quantity of certain chemicals. At other times,
the request follows the removal,
14
replacement or closure of an underground storage tank pursuant to applicable
regulations. At present, the Company's Chula Vista facility is conducting
certain investigations pursuant to discussions with the San Diego County
Department of Health Services, Hazardous Materials Management Division and the
San Diego Regional Water Quality Control Board. The Company intends to cooperate
fully with the various regulatory agencies.
I. In addition to the litigation discussed above, from time to time the
Company is a defendant in lawsuits involving (i) claims based on the Company's
alleged negligence or strict liability as a manufacturer in the design or
manufacture of various products; (ii) claims based upon environmental protection
laws; and (iii) claims based on the alleged wrongful termination of its
employees due to, among other things, discrimination based on race, age, sex,
national origin, handicap status, sexual preference, etc. The Company believes
that in those types of cases now pending, or in claims known by the Company to
be asserted against it whether or not reduced to a legal proceeding, it either
has no material liability or any such liability is adequately covered by its
reserves or its liability insurance, subject to certain deductible amounts. The
Company is aware that various of its insurers may assert, and in some such cases
have asserted, that their insurance coverage does not provide protection against
punitive damages in any specific lawsuit. While there can be no assurances that
the Company will not ultimately be found liable for material punitive damages,
the Company does not now believe that it has an exposure to any material
liability for punitive damages.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
There is no information required to be submitted by the Company under this
Item.
ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------
As of September 15, 1997, the executive officers of the Company, in
addition to R. H. Rau, President and Chief Executive Officer, referred to at
Item 10, Part III, were as follows:
Laurence A. Chapman, Senior Vice President and Chief Financial Officer,
age 48, joined the Company in May 1994. Prior to that and since 1981, he
worked for Westinghouse Electric Company ("Westinghouse"). He had been the
Vice President and Treasurer of Westinghouse since January 1992. He was
previously the Chief Financial Officer of Westinghouse Financial Services,
Inc., a wholly-owned subsidiary of Westinghouse. Prior to that, Mr. Chapman
held positions in Corporate Finance and Corporate Planning with
Westinghouse.
15
John R. Johnson, Senior Vice President, Programs, Technical Resources,
and Quality Assurance, age 60, has served in his present position since
January 1994. Prior to that and since September 1979, he has served in
other senior management positions, including Senior Vice President,
Programs and Support from March 1993 to January 1994; Vice President,
Government Business from February 1990 to February 1993; Vice President,
Planning from May 1989 to February 1990; and Vice President, Manufacturing,
Chula Vista, from April 1986 to May 1989. He joined the Company in
September 1979.
Richard W. Madsen, Vice President, General Counsel and Secretary, age
58, has served in his present position since December 5, 1987. Prior to
that and since August 1979, he served as Secretary and head of the legal
function, and has been an employee of the Company since 1974.
Alvin L. Majors, Vice President and Controller (Chief Accounting
Officer), age 57, has served in his present position since May 1989. Prior
to that and since December 1987 he served as the Company's Controller.
Prior to that and since 1971, he has served in other senior management
positions. He has been an employee of the Company since 1971.
David R. Watson, Senior Vice President - Customer Support and Business
Development, age 46, has served in his present position since March 1994,
assuming the title of Senior Vice President in June 1994. Prior to that and
since May 1991, he served as Vice President, Commercial Programs. In May
1989, he assumed the position of Vice President and General Manager of the
Company's Riverside facility. He has been an employee since February 1988
when he joined the Company as Vice President, Quality Assurance.
Graydon A. Wetzler, Senior Vice President, Operations, age 55, has
served in his present position since January 1994. Prior to that and since
July 1993, he served as Vice President, Technical and Quality Assurance.
From November 1990 to July 1993, he served as Vice President
Quality/Product Assurance. From April 1987 to November 1990, he served as
Vice President - Management Information Systems. He has served in other
senior management positions. He has been an employee of the Company since
1979.
The terms of office of Messrs. Chapman and Madsen expire on December 6,
1997. The initial three-year term of Mr. Rau's Employment Agreement terminated
on July 31, 1996; however, the agreement is automatically extended for
successive periods of one year each unless the Board of Directors gives one
year's advance written notice of its intention to terminate the agreement. The
other executive officers named above serve at the pleasure of the Chief
Executive Officer.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
The Company has not paid a cash dividend since 1975. The Company is
restricted from paying cash dividends by the indenture governing its 11 5/8%
Senior Notes until its fixed charge coverage ratio exceeds 2.25 to 1 and by the
agreement governing its 9.33% and 9.35% Senior Notes until its ratio of debt to
tangible net worth is less than 2.5 to 1. The Company does not currently meet
these ratios.
Other information required by this Item is set forth in the section headed
"Rohr Profile" in the Registrant's Annual Report to Shareholders for the fiscal
year ended July 31, 1997, and such information is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this Item is set forth in the section headed
"Selected Financial Data" in the Company's Annual Report to Shareholders for the
fiscal year ended July 31, 1997, and such information is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
The information required by this Item is set forth in the section headed
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report to Shareholders for the fiscal year
ended July 31, 1997, and such information is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------------------------------------------------------------------
The information required by this Item is set forth in "Footnote 1 --
Summary of Significant Accounting Policies" and "Footnote 4 -- Inventories" in
the "Notes to the Consolidated Financial Statements" in the Company's Annual
Report to Shareholders for the fiscal year ended July 31, 1997, and such
information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this Item is set forth in the section headed
"Consolidated Balance Sheets," "Consolidated Statements of Operations,"
"Consolidated Statements of Shareholders' Equity," "Consolidated Statements of
Cash Flows," and "Notes to the Consolidated Financial Statements" in the
Company's Annual Report to Shareholders for the fiscal year ended July 31, 1997,
and such information is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There is no information required to be submitted by the Company under this
Item.
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required under this Item is set forth in the section headed
"Election of Directors" in the Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders for fiscal year ended July 31, 1997, and such
information is incorporated herein by reference. See also "Additional Item" at
Part I of this report.
Compliance with Section 16(a) of The Securities Exchange Act of 1934
- --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC") and the
New York Stock Exchange. Officers, directors and greater than 10-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons that no such forms were required for those persons, the Company believes
that, during fiscal year 1997, all filing requirements applicable to its
officers, directors, and greater than 10-percent beneficial owners were met.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this Item is set forth in the section headed
"Executive Compensation and Other Information" and in the section headed
"Directors' Beneficial Ownership and Compensation" in the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders for fiscal year ended July
31, 1997, and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The information required by this Item is set forth in the table headed
"Beneficial Ownership of Shares" in the Company's Proxy Statement for the 1997
Annual Meeting of Shareholders for fiscal year ended July 31, 1997, and such
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
There is no information required to be submitted by the Company under this
Item.
18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
The following consolidated financial statements of the Company and
consolidated subsidiaries, included in the Company's 1997 Annual Report to
Shareholders, are incorporated by reference in Item 8:
(a) 1. Financial Statements
--------------------
Consolidated Balance Sheets at July 31, 1997, and 1996
Consolidated Statements of Operations for Years Ended
July 31, 1997, 1996, and 1995
Consolidated Statements of Shareholders' Equity for
Years Ended July 31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows for Years
Ended July 31, 1997, 1996, and 1995
Notes to the Consolidated Financial Statements
(a) 2. Financial Statement Schedules
-----------------------------
The following consolidated financial statement schedule of the
Company and subsidiaries is included in Part IV of this report.
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable,
not required under the instructions or the information is included
in the financial statements or notes thereto.
(a) 3. Index to Exhibits
-----------------
3.1 Restated Certificate of Incorporation of Rohr Industries,
Inc., dated December 7, 1985, incorporated herein by
reference to Exhibit 3.1, filed with Form 10-K for fiscal
year ended July 31, 1986.
3.2 Certificate of Designations of Series C Junior Participating
Cumulative Preferred Stock $1.00 Par Value of Rohr
Industries, Inc., dated August 15, 1986, incorporated herein
by reference to Exhibit 3.2, filed with Form 10-K for fiscal
year ended July 31, 1986.
19
3.3 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 9, 1986, incorporated herein by
reference to Exhibit 3.3, filed with Form 10-K for fiscal
year ended July 31, 1987.
3.4 Certificate of Amendment to Restated Certificate of
Incorporation, dated December 10, 1991, incorporated herein
by reference to Exhibit II, filed with Form 8-K dated as of
December 7, 1991.
3.5 Bylaws, as amended December 3, 1994, incorporated herein by
reference to Exhibit 3.8, filed with Form 10-Q for period
ended January 29, 1995.
4.1 Indenture, dated as of March 1, 1987, between Rohr
Industries, Inc., and Bankers Trust Company, trustee,
relating to 9 1/4% subordinated debentures, incorporated
herein by reference to Exhibit 4.1, filed with Form 10-Q for
period ended May 2, 1993.
4.2 Indenture, dated as of October 15, 1987, between Rohr
Industries, Inc., and Bankers Trust Company, trustee,
relating to 7% convertible subordinated debentures,
incorporated herein by reference to Exhibit 4.2, filed with
Form 10-Q for period ended May 2, 1993.
4.3 Indenture, dated as of May 15, 1994, between Rohr, Inc., and
IBJ Schroder Bank and Trust Company, trustee, relating to 11
5/8% senior notes, incorporated herein by reference to
Exhibit 4.5, filed with Form 10-Q for period ended May 1,
1994.
4.4 Indenture, dated as of May 15, 1994, between Rohr, Inc., and
The Bank of New York, trustee, relating to 7 3/4% convertible
subordinated notes, incorporated herein by reference to
Exhibit 4.6, filed with Form 10-Q for period ended May 1,
1994.
4.5 Amended and Restated Note Agreement, dated as of January 1,
1996, relating to the 9.35% Series A Senior Notes due January
29, 2000, the 9.35% Series B Senior Notes due January 29,
2000, and the 9.33% Series C Senior Notes due December 15,
2001, incorporated herein by reference to Exhibit 4.5.2,
filed with Form 10-Q for period ended January 28, 1996.
*4.5.1 First Amendment to Amended and Restated Note Agreement dated
as of July 31, 1997, relating to the 9.35% Series A Senior
Notes due January 29, 2000, the 9.35% Series B Senior Notes
due January 29, 2000, and the 9.33% Series C Senior Notes due
December 15, 2001.
4.7 Amended and Restated Rights Agreement, dated as of April 6,
1990, incorporated herein by reference to Item 7 of Form 8-K
dated as of April 6, 1990.
20
4.7.1 Amendment No. 1 to Amended and Restated Rights Agreement,
incorporated herein by reference to Exhibit 4.7, filed with
Form 10-Q for period ended January 28, 1996.
10.1 Rohr, Inc., Directors Retirement Plan, as amended through the
Seventh Amendment, incorporated herein by reference to
Exhibits 10.1 through 10.7, as set forth in Form 10-K for
fiscal year ended July 31, 1994.
10.2 Rohr, Inc., Supplemental Retirement Plan (Restated 1997),
incorporated herein by reference to Exhibit 10.2, as set
forth in Form 10-Q for the quarterly period ended May 4,
1997.
10.3 Rohr, Inc. 1991 Stock Compensation for Non-Employee
Directors, incorporated by reference to Exhibit 10.5, filed
with Form 10-K for fiscal year ended July 31, 1992.
10.4 Rohr Industries, Inc., Management Incentive Plan (Restated
1982), as amended through the Fifteenth Amendment,
incorporated herein by reference to Exhibits 10.4.1 through
10.4.15, as set forth in Form 10-K for fiscal year ended July
31, 1994.
10.4.1 Sixteenth Amendment to Rohr, Inc. Management Incentive Plan
(Restated 1982), dated June 7, 1996, incorporated herein by
reference to Exhibit 10.4.1, filed with Form 10-K for fiscal
year ended July 31, 1996.
10.4.2 Seventeenth Amendment to Rohr Industries, Inc. Management
Incentive Plan (Restated 1982), dated September 13, 1996,
incorporated herein by reference to Exhibit 10.4.2, filed
with form 10-K for fiscal year ended July 31, 1996.
10.5 Rohr Industries, Inc., 1988 Non-Employee Director Stock
Option Plan, incorporated herein by reference to Exhibit
10.17, filed with Form 10-K for fiscal year ended July 31,
1989.
10.7 Employment Agreement with Robert H. Rau, incorporated herein
by reference to Exhibit 10.12, filed with Form 10-Q for
period ended May 2, 1993.
10.7.1 First Amendment to Employment Agreement with Robert H. Rau,
incorporated herein by reference to Exhibit 10.7.1, filed
with Form 10-K for fiscal year ended July 31, 1996.
10.8 Employment Agreement with L. A. Chapman, incorporated herein
by reference to Exhibit 10.12, filed with Form 10-K for
fiscal year ended July 31, 1994.
21
10.9 Rohr, Inc., Executive Deferred Compensation Plan incorporated
herein by reference to Exhibit 10.9, filed with Form 10-Q,
for quarterly period ended May 4, 1997.
10.14 Lease Agreements, dated as of September 14, 1992, by and
between Rohr, Inc., as lessor, and State Street Bank and
Trust Company of California, National Association and W.
Jeffrey Kramer, Trustees, as lessee, incorporated herein by
reference to Exhibit 10.22, filed with Form 10-K for fiscal
year ended July 31, 1992.
10.15 Sublease Agreements, dated as of September 14, 1992, by and
between State Street Bank and Trust Company of California,
National Association and W. Jeffrey Kramer, Trustees, as
sublessor, and Rohr, Inc., as sublessee, as amended,
supplemented and modified through July 31, 1994, incorporated
herein by reference to Exhibits 10.15 through 10.15.5, as set
forth in Form 10-K for the fiscal year ended July 31, 1994.
10.15.6 Third Amendment Agreement, dated as of November 29, 1994, to
Sublease Agreement, dated as of September 14, 1992,
incorporated herein by reference to Exhibit 10.15.6, filed
with Form 10-K for fiscal year ended July 31, 1995.
10.15.7 Fourth Amendment Agreement, dated as of June 30, 1995, to
Sublease Agreement, dated as of September 14, 1992,
incorporated herein by reference to Exhibit 10.15.7, filed
with Form 10-K for fiscal year ended July 31, 1995.
10.15.8 Fifth Amendment Agreement, dated as of November 17, 1995, to
Sublease Agreement, dated as of September 14, 1992,
incorporated herein by reference to Exhibit 10.15.8, filed
with Form 10-Q for period ended January 28, 1996.
10.15.9 Sixth Amendment Agreement, dated as of January 19, 1996, to
Sublease Agreement, dated as of September 14, 1992,
incorporated herein by reference to Exhibit 10.15.9, filed
with Form 10-Q for period ended January 28, 1996.
*10.15.10 Seventh Amendment Agreement, dated as of July 18, 1997, to
Sublease Agreement, dated as of September 14, 1992.
10.16 Pooling and Servicing Agreement, dated as of December 23,
1992, among Rohr, Inc., RI Receivables, Inc., and Bankers
Trust Company, as Trustee, as amended through the Second
Amendment, incorporated herein by reference to Exhibits
10.16, through 10.16.2, as set forth in Form 10-K for the
fiscal year ended July 31, 1994.
22
10.17 Receivables Purchase Agreement, dated as of December 23,
1992, among Rohr, Inc., and RI Receivables, Inc.,
incorporated herein by reference to Exhibit 10.11, filed with
Form 10-Q for period ended May 2, 1993.
*11.1 Calculation of Primary Earnings per Share.
*11.2 Calculation of Fully Diluted Earnings per Share.
*13 Annual Report to Shareholders for fiscal year ended July 31,
1997. (The Annual Report, except for the portions thereof
which are expressly incorporated by reference in the Form 10-
K, is being furnished for the information of the Commission
and is not to be deemed "filed" as part of the Form 10-K.)
*23. Consent of Deloitte & Touche.
*23.1 Deloitte & Touche Preferability Letter.
*27. Financial Data Schedule. (Filed with EDGAR filing only.)
(b) Reports on Form 8-K for Fourth Quarter of Fiscal 1997
-----------------------------------------------------
There were no reports on Form 8-K filed by the Company for the fourth
quarter of fiscal 1997.
(c) Exhibits required by Item 601 of Regulation S-K
-----------------------------------------------
See Subparagraph (a) above.
(d) Financial Statements required by Regulation S-X
-----------------------------------------------
See Subparagraph (a) and (b) above.
- -------------
* Exhibits filed with this report.
23
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Rohr, Inc.:
We have audited the accompanying consolidated balance sheets of Rohr, Inc. and
its subsidiaries as of July 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended July 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted audition
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Rohr, Inc. and its subsidiaries as
of July 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended July 31, 1997, in conformity
with generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements in fiscal 1997,
the Company changed its accounting principle related to long-term contracts and
retroactively restated the fiscal 1996 and 1995 financial statements for the
change.
San Diego, California
September 11, 1997
24
ROHR, INC., AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JULY 31, 1997, 1996, AND 1995
(dollars in thousands)
Charged Balance
Balance at to Costs at
beginning of and Accounts end of
period Expenses written off period
------------ -------- ----------- -------
Reserve for bad debts:
1997 $13,050 $ -- $(4,700) $ 8,350
1996 12,922 128 -- 13,050
1995 21,422 -- (8,500) 12,922
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ROHR, INC.
(Registrant)
/s/ R. H. RAU
By:______________________________________
R. H. Rau
President and Chief Executive Officer
/s/ L. A. CHAPMAN
By:______________________________________
L. A. Chapman
Senior Vice President and Chief
Financial Officer
/s/ A. L. MAJORS
By:______________________________________
A. L. Majors
Vice President and Controller
(Chief Accounting Officer)
Date: September 15, 1997
26
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ W. BARNES
_______________________ Director SEPTEMBER 15, 1997
W. Barnes
/s/ E. E. COVERT
_______________________ Director SEPTEMBER 15, 1997
E. E. Covert
/s/ D. C. CREEL
_______________________ Director SEPTEMBER 15, 1997
D. C. Creel
/s/ S. F. IACOBELLIS
_______________________ Director SEPTEMBER 15, 1997
S. F. Iacobellis
/s/ V. N. MARAFINO
_______________________ Director SEPTEMBER 15, 1997
V. N. Marafino
/s/ D. LARRY MOORE
_______________________ Director SEPTEMBER 15, 1997
D. Larry Moore
/s/ R. M. PRICE
_______________________ Director SEPTEMBER 15, 1997
R. M. Price
/s/ R. H. RAU
_______________________ Director SEPTEMBER 15, 1997
R. H. Rau
/s/ W. P. SOMMERS
_______________________ Director SEPTEMBER 15, 1997
W. P. Sommers
/s/ J. R. WILSON
_______________________ Director SEPTEMBER 15, 1997
J. R. Wilson
27