-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUs5tpq8QogC4z5WxQrzW+JCnKOw6zpysQhKIOaXsqWvvEmGvsIcDedgdxA/gi8D AdOrvndUodMdiNy4Doz+jQ== 0000950144-99-011433.txt : 19990927 0000950144-99-011433.hdr.sgml : 19990927 ACCESSION NUMBER: 0000950144-99-011433 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990712 ITEM INFORMATION: FILED AS OF DATE: 19990924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-40291 FILM NUMBER: 99716999 BUSINESS ADDRESS: STREET 1: 4020 KINROSS LAKES PKWY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 BUSINESS PHONE: 3306597600 MAIL ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 8-K/A 1 THE B.F. GOODRICH COMPANY AMEND. NO. 1 TO 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 12, 1999 THE B.F.GOODRICH COMPANY (Exact Name of Registrant as Specified in Charter) New York 1-892 34-0252680 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 3 Coliseum Centre 2550 West Tyvola Road Charlotte, North Carolina 28217 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (704) 423-7000 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368 (Former Name or Former Address, If Changed Since Last Report) 2 The Current Report on Form 8-K dated July 12, 1999 and filed with the Securities and Exchange Commission on July 12, 1999 is amended to add Exhibits 99.3, 99.4 and 99.5 and to amend and restate Item 7 in its entirety as follows: ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 2 Plan of Acquisition: Agreement and Plan of Merger dated as of November 22, 1998 among The B.F.Goodrich Company, Runway Acquisition Corporation and Coltec Industries Inc filed as Annex A to Registration Statement No. 333-74067 on Form S-4 of The B.F.Goodrich Company declared effective March 9, 1999, is incorporated herein by reference. Exhibit 99.1 Financial statements of Coltec Industries Inc included in Annual Report of Coltec Industries Inc on Form 10-K for the year ended December 31, 1998, is incorporated herein by reference. Exhibit 99.2 Pro forma combined financial information of The B.F.Goodrich Company and Coltec Industries Inc contained in Registration Statement No. 333-74067 on Form S-4 of The B.F.Goodrich Company declared effective March 9, 1999, is incorporated herein by reference. Exhibit 99.3 Unaudited consolidated financial statements of Coltec Industries Inc as of July 4, 1999 and for the three and six months ended July 4, 1999 and June 28, 1998. Exhibit 99.4 Unaudited pro forma condensed combined financial information of The B.F.Goodrich Company and Coltec Industries Inc as of June 30, 1999 and for the six months ended June 30, 1999 and 1998. Exhibit 99.5 Consent of Arthur Andersen LLP. 2 3 SIGNATURES 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 hereunto duly authorized. THE B.F.GOODRICH COMPANY (Registrant) Date: September 24, 1999 By: /s/ Robert D. Koney, Jr. ------------------------------------- Robert D. Koney, Jr. Vice President and Controller 3 EX-99.3 2 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS/COLTEC 1 EXHIBIT 99.3 COLTEC INDUSTRIES INC CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share data) (unaudited)
Three Months Ended Six Months Ended July 4 June 28 July 4 June 28 1999 1998 1999 1998 --------- --------- --------- --------- Net sales $ 381,665 $ 394,754 $ 757,897 $ 769,195 Cost of sales 265,246 311,862 529,951 572,010 --------- --------- --------- --------- Gross profit 116,419 82,892 227,946 197,185 Selling and administrative 53,918 64,124 109,500 125,123 --------- --------- --------- --------- Operating income 62,501 18,768 118,446 72,062 Gain on sale of assets 6,140 56,194 6,140 56,194 Interest expense and other, net (12,348) (13,230) (24,728) (28,310) --------- --------- --------- --------- Earnings before income taxes, minority interest in net loss of subsidiary and extraordinary item 56,293 61,732 99,858 99,946 Income taxes (19,139) (20,989) (33,951) (33,982) Minority interest in net loss of subsidiary (net of tax) (1,300) (1,085) (2,600) (1,085) --------- --------- --------- --------- Earnings before extraordinary item 35,854 39,658 63,307 64,879 Extraordinary item (net of tax) -- (4,326) -- (4,326) --------- --------- --------- --------- Net earnings $ 35,854 $ 35,332 $ 63,307 $ 60,553 ========= ========= ========= ========= Basic earnings per common share Before extraordinary item $ .57 $ .60 $ 1.00 $ .98 Extraordinary item -- (.06) -- (.06) --------- --------- --------- --------- Net earnings $ .57 $ .54 $ 1.00 $ .92 ========= ========= ========= ========= Basic weighted-average common shares 63,172 65,986 63,114 65,934 ========= ========= ========= ========= Diluted earnings per common share Before extraordinary item $ .54 $ .57 $ .96 $ .95 Extraordinary item -- (.06) -- (.06) --------- --------- --------- --------- Net earnings $ .54 $ .51 $ .96 $ .89 ========= ========= ========= ========= Diluted weighted-average common and common equivalent shares 69,089 71,304 68,902 69,220 ========= ========= ========= =========
See notes to consolidated financial statements. 1 2 COLTEC INDUSTRIES INC CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
July 4 Dec. 31 1999 1998 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 28,810 $ 21,785 Accounts and notes receivable, net of allowance of $3,100 in 1999 and $3,109 in 1998 211,064 148,185 Inventories Finished goods 42,553 42,447 Work in process and finished parts 144,471 154,707 Raw materials and supplies 55,317 38,849 ---------- ---------- 242,341 236,003 Deferred income taxes 24,340 20,464 Other current assets 81,294 15,612 ---------- ---------- Total current assets 587,849 442,049 Property, plant and equipment, net 301,542 306,642 Costs in excess of net assets acquired, net 211,856 214,647 Other assets 106,938 92,310 ---------- ---------- $1,208,185 $1,055,648 ========== ==========
See notes to consolidated financial statements. 2 3 COLTEC INDUSTRIES INC CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited)
July 4 Dec. 31 1999 1998 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 5,845 $ 5,127 Accounts payable 96,160 91,595 Accrued expenses 281,497 171,084 Current portion of liabilities of discontinued operations 4,999 4,999 ----------- ----------- Total current liabilities 388,501 272,805 Long-term debt 540,643 577,478 Deferred income taxes 148,049 139,909 Other liabilities 87,353 85,490 Liabilities of discontinued operations 132,545 134,995 Commitments and contingencies -- -- Company-obligated, mandatorily redeemable convertible preferred securities of subsidiary Coltec Capital Trust 146,305 145,293 Shareholders' equity: Preferred stock, $.01 par value, 2,500,000 shares authorized, shares outstanding - none -- -- Common stock, $.01 par value, 100,000,000 shares authorized, 70,762,213 shares issued at July 4, 1999 and 70,583,695 at December 31, 1998 (excluding 25,000,000 shares held by a wholly owned subsidiary) 706 706 Capital surplus 647,107 643,615 Retained deficit (733,061) (795,356) Unearned compensation (1,232) (2,671) Accumulated other comprehensive income (loss) (21,962) (18,688) ----------- ----------- (108,442) (172,394) Less cost of 7,433,629 shares and 7,526,960 shares of common stock in treasury at July 4, 1999 and December 31, 1998, respectively (126,769) (127,928) ----------- ----------- (235,211) (300,322) ----------- ----------- $ 1,208,185 $ 1,055,648 =========== ===========
See notes to consolidated financial statements. 3 4 COLTEC INDUSTRIES INC CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
Six Months Ended July 4 June 28 1999 1998 -------- --------- Cash flows from operating activities: Net earnings $ 63,307 $ 60,553 Adjustments to reconcile net earnings to cash provided by operating activities: Extraordinary item -- 6,554 Depreciation and amortization 26,051 24,611 Deferred income taxes 4,264 5,607 Gain on divestiture (6,140) (56,194) Payments of liabilities of discontinued operations (2,450) (6,894) Foreign currency translation adjustment (3,274) (8,407) Other operating items (14,454) (2,639) Changes in assets and liabilities (net of effects from acquisitions and divestitures): Accounts and notes receivable (48,479) (42,911) Inventories (6,338) 11,169 Other current assets (13,018) 1,908 Accounts payable 4,565 4,361 Accrued expenses 56,682 42,456 -------- --------- Cash provided by operating activities 60,716 40,174 -------- --------- Cash flows from investing activities: Capital expenditures (18,960) (27,187) Proceeds from divestiture -- 100,000 Proceeds from sale of assets 3,886 -- Acquisition of businesses, net -- (80,518) -------- --------- Cash used in investing activities (15,074) (7,705) -------- --------- Cash flows from financing activities: Increase (decrease) in revolving facility, net (35,500) (440,000) Repayment of long-term debt (617) (18,847) Issuance of long-term debt, net -- 292,151 Issuance of convertible preferred securities, net -- 144,472 Repayment of borrowings under receivables facility (2,500) -- Purchase of treasury stock -- (994) Payments for unclaimed stock -- (3,871) -------- --------- Cash provided by (used in) investing activities (38,617) (27,089) -------- --------- Increase (decrease) in cash and cash equivalents 7,025 5,380 Cash and cash equivalents - beginning of period 21,785 14,693 -------- --------- Cash and cash equivalents - end of period $ 28,810 $ 20,073 ======== ========= Supplemental cash flow data: Cash paid for interest $ 26,111 $ 25,226 Cash paid (refunded) for income taxes (3,334) 13,645
See notes to consolidated financial statements. 4 5 COLTEC INDUSTRIES INC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited)
Three Months Ended Six Months Ended July 4 June 28 July 4 June 28 1999 1998 1999 1998 ------- ------- -------- -------- Net earnings $35,854 $35,332 $ 63,307 $ 60,553 Other comprehensive income/(loss), net of tax Foreign currency translation adjustment 886 (6,002) (3,274) (8,407) ------- ------- -------- -------- Comprehensive income $36,740 $29,330 $ 60,033 $ 52,146 ======= ======= ======== ========
See notes to consolidated financial statements. 5 6 COLTEC INDUSTRIES INC Notes to Consolidated Financial Statements (dollars in thousands) (unaudited) 1. SUMMARY OF ACCOUNTING POLICIES Financial Information: The unaudited consolidated financial statements included herein reflect in the opinion of management of Coltec Industries Inc (the "Company") all normal recurring adjustments necessary to present fairly the consolidated financial position and results of operations for the periods indicated. The unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The Consolidated Balance Sheet as of December 31, 1998 has been extracted from the audited consolidated financial statements as of that date. 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, 1998. 2. PENDING MERGER On July 12, 1999, the company completed its merger with The B.F. Goodrich Company ("BFGoodrich"). The merger will be accounted for as a pooling-of-interests. As a result of the merger, Coltec became a wholly-owned subsidiary of BFGoodrich. In accordance with the terms of the merger, each share of Coltec common stock was converted into the right to receive 0.56 shares of BFGoodrich common stock, or 35.5 million shares of BFGoodrich common stock. In addition, BFGoodrich issued options to purchase 3.0 million shares of BFGoodrich common stock in exchange for options to purchase Coltec common stock outstanding immediately prior to the merger. These options vest and become exercisable in accordance with the terms and conditions of the original Coltec options. Also, the holders of Coltec's 5 1/4 % Convertible Preferred Securities received the right to convert each such convertible preferred security in 0.955248 of a share of BFGoodrich common stock, subject to certain adjustments. Since the merger was not consummated as of June 30 1999, the results of BFGoodrich have not been included in the accompanying condensed consolidated financial statements. The following unaudited selected pro forma combined financial data are presented for informational purposes only. They are not necessarily indicative of the results of operations or of the financial position which would have occurred had the Merger been completed during the periods or as of the date for which the pro forma data are presented. They are also not necessarily indicative of the combined company's future results of operations or financial position. In particular, the combined company expects to realize significant operating cost savings as a result of the Merger. No adjustment has been included in the pro forma combined financial data for these anticipated operating cost savings nor for the one-time merger and consolidation costs expected to be incurred upon consummation of the Merger. 6 7 The Company is still in the process of reviewing the respective accounting policies of the two companies to determine if they are consistent or if they need to be conformed. As a result of this review, the historical financial statements may need to be restated to conform to those accounting policies that are most appropriate. No restatements of prior periods have been included in the unaudited pro forma combined financial data below. Pro forma per share amounts for the combined company are based on the exchange ratio of 0.56 of a share of BFGoodrich common stock for each share of Company common stock. UNAUDITED SELECTED PRO FORMA COMBINED FINANCIAL DATA (Dollars in millions, except per share amounts)
Three Months Ended Six Months Ended July 4 June 28 July 4 June 28 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Pro Forma Combined Statement of Income Data: Sales $ 1,463.4 $ 1,405.8 $ 2,875.2 $ 2,717.9 Income from continuing operations $ 97.5 $ 95.5 $ 174.2 $ 175.0 Income from continuing operations per diluted common share $ 0.87 $ 0.84 $ 1.56 $ 1.55 Weighted average number of common shares and assumed conversion (on a fully diluted basis) (millions) 113.9 115.2 113.6 113.9 July 4 1999 ----------- Pro Forma Combined Balance Sheet Data: Total assets $ 5,553.6 Total shareholders' equity $ 1,423.6 Book value per common share $ 12.93
3. EARNINGS PER SHARE Basic earnings per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per common share is computed by using the treasury stock method to determine shares related to stock options and restricted stock.
(In Thousands) Three Months Ended Six Months Ended July 4 June 28 July 4 June 28 1999 1998 1999 1998 ------- -------- ------- -------- Income available to common shareholders $35,854 $ 39,658 $63,307 $ 64,879 Dividends on convertible preferred securities, net of tax 1,300 1,085 2,600 1,085 ------- -------- ------- -------- Net income available to common shareholders before extraordinary item plus assumed conversions 37,154 40,743 65,907 65,964 Extraordinary item, net of tax -- (4,326) -- (4,326) ------- -------- ------- -------- Net income available to common shareholders plus assumed conversions $37,154 $ 36,417 $65,907 $ 61,638 ======= ======== ======= ======== Basic weighted-average 63,172 65,986 63,114 65,934 Stock options and restricted stock issued 800 1,054 671 1,154 Convertible preferred securities 5,117 4,264 5,117 2,132 ------- -------- ------- -------- Diluted weighted-average common shares 69,089 71,304 68,902 69,220 ======= ======== ======= ========
7 8 4. ACQUISITIONS AND DIVESTITURES In January 1998, the Company acquired certain Marine and Petroleum Mfg. Inc.'s manufacturing facilities based in Texas for approximately $17,000. The plants acquired produce flexible graphite and polytetrafluoroethylene (PTFE) fluid sealing products used in the petrochemical industry. The Company also acquired Tex-o-Lon and Repro-Lon for approximately $25,000. Tex-o-Lon manufactures, machines and distributes PTFE products, primarily for the semiconductor industry. Repro-Lon reprocesses PTFE compounds for the chemical and semiconductor industries. The acquisitions were accounted for as purchases; accordingly, the purchase price, which was financed through available cash resources, was allocated to the acquired assets based upon their fair market values. The $31,697 million combined excess of the purchase price over net assets is being amortized over 25 years. In February 1998, the Company purchased the Sealing Division of Groupe Carbone Lorraine for $45,600. This division, with facilities in France and South Carolina, produces high-technology metallic gaskets used in the nuclear, petroleum and chemical industries. This acquisition was accounted for as a purchase and the purchase price, also financed through available cash resources, was allocated to the acquired assets based upon their fair market values. The $25,042 excess of the purchase price over net assets is being amortized over 25 years. In May 1998, the Company sold the capital stock of its Holley Performance Products subsidiary to Kohlberg & Co., L.L.C., a private merchant banking firm located in Mount Kisco, New York, for $100 million in cash. The sale resulted in a pre-tax gain of $56,194, net of liabilities retained. 5. EXTRAORDINARY ITEM The Company incurred an extraordinary charge of $4,326, net of income taxes of $2,228, in the second quarter of 1998 in connection with early debt repayment. 6. COMMITMENTS AND CONTINGENCIES The Company and certain of its subsidiaries are defendants in various lawsuits, including actions involving asbestos-containing products and certain environmental proceedings. With respect to asbestos product liability and related litigation costs, as of July 4, 1999 two subsidiaries of the Company were among a number of defendants (typically 15 to 40) in approximately 92,600 actions (including approximately 12,800 actions in advanced stages of processing) filed in various states by plaintiffs alleging injury or death as a result of exposure to asbestos fibers. During the first six months of 1999, these two subsidiaries of the Company received approximately 18,100 new actions compared to approximately 20,100 new actions received during the first six months of 1998. Through July 4, 1999, approximately 268,800 of the approximately 361,400 total actions brought have been settled or otherwise disposed. The damages claimed for personal injury or death vary from case to case, and in many cases plaintiffs seek $1,000 or more in compensatory damages and $2,000 or more in punitive damages from an extensive list of defendants. 8 9 Although the law in each state differs to some extent, it appears, based on advice of counsel, that liability for compensatory damages would be shared among all responsible defendants, thus limiting the potential monetary impact of such judgments on any individual defendant. Following a decision of the Pennsylvania Supreme Court, in a case in which neither the Company or any or its subsidiaries were parties, that held insurance carriers are obligated to cover asbestos-related bodily injury actions if any injury or disease process, from first exposure through manifestation, occurred during a covered policy period (the "continuous trigger theory of coverage"), the Company settled litigation with its primary and most of its first-level excess insurance carriers, substantially on the basis of the court's ruling. The Company has negotiated a final agreement with most of its excess carriers that are in the layers of coverage immediately above its first layer. The Company is currently receiving payments pursuant to this agreement. The Company believes that, with respect to the remaining carriers, a final agreement can be achieved without litigation and on substantially the same basis that it has resolved the issues with its other carriers. Payments were made by the Company with respect to asbestos liability and related costs aggregating $30,576 and $21,527 for the first six months of 1999 and 1998, respectively, substantially all of which were covered by insurance. Settlements are generally made on a group basis with payments made to individual claimants over periods of one to four years. Related to payments not covered by insurance, the Company recorded charges to operations amounting to $4,000 for each of the first six months of 1999 and 1998. In accordance with the Company's internal procedures for the processing of asbestos product liability actions and due to the proximity to trial or settlement, certain outstanding actions have progressed to a stage where the Company can reasonably estimate the cost to dispose of these actions. As of July 4, 1999, the Company estimates that the aggregate remaining cost of the disposition of the settled actions for which payments remain to be made and actions in advanced stages of processing, including associated legal costs, is approximately $154,087 and the Company expects that this cost will be substantially covered by insurance. With respect to the 79,800 outstanding actions as of July 4, 1999, which are in preliminary procedural stages, 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 the potential liability or costs to the Company. The lawsuits are disposed of over a period of time ranging from one year to more than five years, with the majority being disposed of by the third year after filing. When asbestos actions are received, they are typically forwarded to local counsel to ensure that the appropriate preliminary procedural response is taken. The complaints typically do not contain sufficient information to permit a reasonable evaluation as to their merits at the time or receipt, and in jurisdictions encompassing a majority of the outstanding actions, the practice has been that little or no discovery or other action is taken until several months prior to the date set for trial. Accordingly, the Company generally does not have the information necessary to analyze the actions in sufficient detail to estimate the ultimate liability or costs to the Company, if any, until the actions appear on a trial calendar. A determination to seek dismissal, to attempt to settle or proceed to trial is typically not made prior to the receipt of such information. The Company believes that it will continue to receive some number of asbestos lawsuits into the foreseeable future. It is difficult, however, to predict the number of asbestos lawsuits that the Company's subsidiaries will receive or the time frame in which they will be received. The Company has noted that, with respect to recently settled actions 9 10 or actions in advanced stages of processing, the mix of the injuries alleged and the mix of the occupations of the plaintiffs have been changing from those traditionally associated with the Company's asbestos-related actions. The Company is not able to determine with reasonable certainty whether this trend will continue. Based upon the foregoing, and due to the unique factors inherent in each of the actions, including the nature of the disease, the occupation of the plaintiff, the presence or absence of other possible causes of a plaintiff's illness, the availability of legal defenses, such as the statute of limitations or state of the art, the jurisdiction in which a lawsuit is filed, the pendency of tort reform and whether the lawsuit is an individual one or part of a group, management is unable to estimate with reasonable certainty the cost of disposing of outstanding actions in preliminary procedural stages or of actions that may be filed in the future. However, the Company believes that its subsidiaries are in a favorable position compared to many other defendants because, among other things, the asbestos fibers in its asbestos-containing products were encapsulated. Subsidiaries of the Company continue to distribute encapsulated asbestos-bearing product in the United States with annual sales of less than $1.5 million. All sales are accompanied by appropriate warnings. The end users of such product are sophisticated users, who utilize the product for critical applications where no known substitutes exist or have been approved. Insurance coverage of a small non-operating subsidiary formerly distributing asbestos-bearing products is nearly depleted. Considering the foregoing, as well as the experience of the Company's subsidiaries and other defendants in asbestos litigation, the likely sharing of judgments among multiple responsible defendants, and given the substantial amount of insurance coverage that the Company expects to be available from its solvent carriers to cover the majority of its exposure, the Company believes that pending and reasonably anticipated future actions are not likely to have a materially adverse effect on the Company's consolidated results of operations or financial condition. Although the insurance coverage which the Company has is substantial, it should be noted that insurance coverage for asbestos claims is not available to cover exposures initially occurring on and after July 1, 1984. The Company's subsidiaries continue to be named as defendants in new cases, some of which allege initial exposure after July 1, 1984. In addition to claims for personal injury, the Company's subsidiaries have been involved in an insignificant number of property damage claims based upon asbestos-containing materials found in schools, public facilities and private commercial buildings. Based upon proceedings to date, the overwhelming majority of these claims have been resolved without a material adverse impact on the Company. Likewise, the insignificant number of claims remaining to be resolved are not expected to have a materially adverse effect on the Company's consolidated results of operations or financial condition. The Company has recorded an accrual for its liabilities for asbestos-related matters that are deemed probable and can be reasonably estimated (settled actions and actions in advanced stages of processing), and has separately recorded an asset equal to the amount of such liabilities that is expected to be recovered by insurance. In addition, the Company has recorded a receivable for that portion of payments previously made for asbestos product liability actions and related litigation costs that is recoverable from its insurance carriers. Liabilities for asbestos-related matters and the receivable from insurance carriers included in the Consolidated Balance Sheets are as follows:
July 4 Dec. 31 1999 1998 -------- ------- Accounts and notes receivable $126,753 $95,448 Other assets 37,589 32,577 Accrued expenses 124,160 93,700 Other liabilities 29,927 22,833
10 11 With respect to environmental proceedings, the Company has been notified that it is among the potentially responsible parties under federal environmental laws, or similar state laws, relative to the costs of investigating and in some cases remediating contamination by hazardous materials at several sites. Such laws impose joint and several liability for the costs of investigating and remediating properties contaminated by hazardous materials. Liability for these costs can be imposed on present and former owners or operators of the properties or on parties who generated the wastes that contributed to the contamination. The Company's policy is to accrue environmental remediation costs when it is both probable that a liability has been incurred and the amount can be reasonably estimated. While it is often difficult to reasonably quantify future environmental-related expenditures, the Company currently estimates its future non-capital expenditures related to environmental matters to range between $26,300 and $57,100. In connection with these expenditures, the Company has accrued $37,800 at July 4, 1999, representing management's best estimate of probable non-capital environmental expenditures. These non-capital expenditures are estimated to be incurred over the next 10 to 20 years. In addition, capital expenditures aggregating $5,000 may be required during the next two years related to environmental matters. Although the Company is pursuing insurance recovery in connection with certain of these matters, no receivable has been recorded with respect to any potential recovery of costs in connection with any environmental matters. 6. Supplemental Guarantor Information In April 1998, the Company privately placed $300,000 principal amount of 7 1/2% Senior Notes due 2008 (Senior Notes). Substantially all the Company's subsidiaries incorporated in the United States (the "Subsidiary Guarantors") have fully and unconditionally guaranteed, on a joint and several basis, the Company's obligations to pay principal and interest with respect to the Senior Notes. Each Subsidiary Guarantor is wholly owned and management has determined that separate financial statements for the Subsidiary Guarantors are not material to investors. The subsidiaries of the Company that are not Subsidiary Guarantors are referred to in this note as the "Non-Guarantor Subsidiaries". The following supplemental consolidating condensed financial statements present balance sheets as of July 4, 1999 and December 31, 1998 and statements of earnings and of cash flows for the three months and six months ended July 4, 1999 and June 28, 1998. In the consolidating financial statements, Coltec Industries Inc ("Parent") accounts for its investments in wholly-owned subsidiaries using the equity method and the Subsidiary Guarantors account for their investments in Non-Subsidiary Guarantors using the equity method. Interest expense related to the indebtedness under the Company's credit agreement and its three series of senior notes is allocated to United States subsidiaries based on net sales. 11 12 COLTEC INDUSTRIES INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Condensed Statement of Earnings
Three Months Ended July 4, 1999 -------------------------------------------------------------------------- Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ ------------- ------------ ------------ Net sales $ 132,253 $ 146,220 $ 117,556 $(14,364) $ 381,665 Cost of sales 94,610 98,781 86,219 (14,364) 265,246 --------- --------- --------- -------- --------- Gross profit 37,643 47,439 31,337 -- 116,419 Selling and administrative 17,616 23,266 13,036 -- 53,918 --------- --------- --------- -------- --------- Operating income 20,027 24,173 18,301 -- 62,501 Equity earnings of affiliates 31,664 15,280 -- (46,944) -- Gain on divestiture 3,640 -- 2,500 -- 6,140 Interest expense and other, net (13,044) (7,619) 8,190 125 (12,348) --------- --------- --------- -------- --------- Earnings before income taxes, and minority interest 42,287 31,834 28,991 (46,819) 56,293 Income taxes (6,433) (4,535) (8,171) -- (19,139) Minority interest in net loss of subsidiaries, net of tax -- -- (1,300) -- (1,300) --------- --------- --------- -------- --------- Net earnings $ 35,854 $ 27,299 $ 19,520 $(46,819) $ 35,854 ========= ========= ========= ======== =========
Consolidating Condensed Statement of Earnings
Six Months Ended July 4, 1999 -------------------------------------------------------------------------- Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ ------------- ------------ ------------ Net sales $ 255,632 $ 298,388 $ 233,944 $ (30,067) $ 757,897 Cost of sales 186,243 200,796 172,979 (30,067) 529,951 --------- --------- --------- --------- --------- Gross profit 69,389 97,592 60,965 -- 227,946 Selling and administrative 37,132 45,553 26,815 -- 109,500 --------- --------- --------- --------- --------- Operating income 32,257 52,039 34,150 -- 118,446 Equity earnings of affiliates 53,132 28,530 -- (81,662) -- Gain on divestiture 3,640 2,500 -- 6,140 Interest expense and other, net (26,281) (15,777) 17,330 (24,728) --------- --------- --------- --------- --------- Earnings before income taxes, and minority interest 62,748 64,792 53,980 (81,662) 99,858 Income taxes 559 (19,454) (15,056) -- (33,951) Minority interest in net loss of subsidiaries, net of tax -- -- (2,600) -- (2,600) --------- --------- --------- --------- --------- Net earnings $ 63,307 $ 45,338 $ 36,324 $ (81,662) $ 63,307 ========= ========= ========= ========= =========
12 13 COLTEC INDUSTRIES INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Condensed Statement of Earnings
Three Months Ended June 28, 1998 -------------------------------------------------------------------------- Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ -------------- ------------ ------------ Net sales $ 128,909 $ 163,431 $ 114,787 $(12,373) $ 394,754 Cost of sales 128,899 110,687 84,649 (12,373) 311,862 --------- --------- --------- -------- --------- Gross profit 10 52,744 30,138 -- 82,892 Selling and administrative 11,291 35,094 17,739 -- 64,124 --------- --------- --------- -------- --------- Operating income (11,281) 17,650 12,399 -- 18,768 Equity earnings of affiliates 19,302 10,409 -- (29,711) -- Gain on divestiture 56,194 -- -- -- 56,194 Interest expense and other, net (18,917) (627) 6,847 (533) (13,230) --------- --------- --------- -------- --------- Earnings before income taxes, minority interest and extraordinary item 45,298 27,432 19,246 (30,244) 61,732 Income taxes (5,640) (11,128) (4,221) -- (20,989) Minority interest in net loss of subsidiaries -- -- (1,085) -- (1,085) --------- --------- --------- -------- --------- Earnings before extraordinary item 39,658 16,304 13,940 (30,244) 39,658 Extraordinary item (net of tax) (4,326) -- -- -- (4,326) --------- --------- --------- -------- --------- Net earnings $ 35,332 $ 16,304 $ 13,940 $(30,244) $ 35,332 ========= ========= ========= ======== =========
Consolidating Condensed Statement of Earnings
Six Months Ended June 28, 1998 -------------------------------------------------------------------------- Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ -------------- ------------ ------------ Net sales $ 244,008 $ 331,861 $ 217,255 $(23,929) $ 769,195 Cost of sales 209,430 225,814 160,695 (23,929) 572,010 --------- --------- --------- -------- --------- Gross profit 34,578 106,047 56,560 -- 197,185 Selling and administrative 29,793 59,566 35,764 -- 125,123 --------- --------- --------- -------- --------- Operating income 4,785 46,481 20,796 -- 72,062 Equity earnings of affiliates 39,983 17,423 -- (57,406) -- Gain on divestiture 56,194 -- -- -- 56,194 Interest expense and other, net (27,256) (18,157) 18,157 (1,054) (28,310) --------- --------- --------- -------- --------- Earnings before income taxes, minority interest and extraordinary item 73,706 45,747 38,953 (58,460) 99,946 Income taxes (8,827) (13,550) (11,605) -- (33,982) Minority interest in net loss of subsidiaries -- -- (1,085) -- (1,085) --------- --------- --------- -------- --------- Earnings before extraordinary item 64,879 32,197 26,263 (58,460) 64,879 Extraordinary item (net of tax) (4,326) -- -- -- (4,326) --------- --------- --------- -------- --------- Net earnings $ 60,553 $ 32,197 $ 26,263 $(58,460) $ 60,553 ========= ========= ========= ======== =========
13 14 COLTEC INDUSTRIES INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Condensed Balance Sheet
July 4, 1999 -------------------------------------------------------------------------- Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ -------------- ------------ ------------ Cash and cash equivalents $ 16,227 $ 4,455 $ 8,128 $ 28,810 Accounts and notes receivable, net -- 6,820 204,244 211,064 Inventory, net 74,871 58,236 109,234 242,341 Deferred income taxes 13,983 8,532 1,825 24,340 Other current assets 68,539 2,282 10,473 81,294 --------- --------- ---------- ----------- ---------- Total current assets 173,620 80,325 333,904 -- 587,849 Intercompany, net (941,867) 367,338 574,529 -- Investments in affiliates 1,071,283 110,508 2,391 $(1,184,182) -- Property, plant and equipment 110,000 109,127 82,415 301,542 Cost in excess of net assets acquired, net 58,249 134,455 19,152 211,856 Other assets 55,251 3,181 48,506 106,938 --------- --------- ---------- ----------- ---------- Total assets $ 526,536 $ 804,934 $1,060,897 $(1,184,182) $1,208,185 ========= ========= ========== =========== ========== Total current liabilities $ 154,334 $ 49,508 $ 184,659 $ 388,501 Long term debt 448,110 861 91,672 540,643 Deferred income taxes (18,127) 141,446 24,730 148,049 Other liabilities 44,885 5,996 37,687 $ (1,215) 87,353 Liabilities of discontinued operations 132,545 -- -- 132,545 Company-obligated, mandatorily redeemable convertible preferred securities -- -- 146,305 146,305 Shareholders' equity (235,211) 607,123 575,844 (1,182,967) (235,211) --------- --------- ---------- ----------- ---------- Total liabilities and shareholders' equity $ 526,536 $ 804,934 $1,060,897 $(1,184,182) $1,208,185 ========= ========= ========== =========== ==========
14 15 COLTEC INDUSTRIES INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Condensed Balance Sheet
December 31, 1998 -------------------------------------------------------------------------- Non- Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated --------- ------------ -------------- ------------ ------------ Cash and cash equivalents $ 6,422 $ 8,522 $ 6,841 $ 21,785 Accounts and notes receivable, net -- 20,943 127,242 148,185 Inventory, net 88,474 56,470 91,059 236,003 Deferred income taxes 9,388 8,532 2,544 20,464 Other current assets 6,030 5,123 4,459 15,612 --------- --------- --------- ----------- ---------- Total current assets 110,314 84,792 246,943 -- 442,049 Intercompany, net (915,938) 324,944 590,994 -- Investments in affiliates 1,024,416 74,489 850 $(1,099,755) -- Property, plant and equipment 113,069 109,991 83,582 306,642 Cost in excess of net assets acquired, net 58,924 134,861 20,862 214,647 Other assets 46,922 2,953 42,435 92,310 --------- --------- --------- ----------- ---------- Total assets $ 437,707 $ 746,828 $ 970,868 $(1,099,755) $1,055,648 ========= ========= ========= =========== ========== Total current liabilities $ 89,170 $ 31,605 $ 152,030 $ 272,805 Long term debt 484,107 2,096 91,275 577,478 Deferred income taxes (19,731) 141,446 18,194 139,909 Other liabilities 49,488 12,018 28,750 $ (4,766) 85,490 Liabilities of discontinued operations 134,995 -- -- 134,995 Company-obligated, mandatorily redeemable convertible preferred securities 145,293 145,293 Shareholders' equity (300,322) 559,663 535,326 (1,094,989) (300,322) --------- --------- --------- ----------- ---------- Total liabilities and shareholders' equity $ 437,707 $ 746,828 $ 970,868 $(1,099,755) $1,055,648 ========= ========= ========= =========== ==========
15 16 COLTEC INDUSTRIES INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidating Condensed Statement of Cash Flows
Six Months Ended July 4, 1999 ------------------------------------------------------------------------ Non-Guarantor Parent Guarantor Subsidiaries Eliminations Consolidated -------- --------- ------------- -------------- ------------- Cash from operating activities $ 63,496 $(4,067) $ 1,287 -- $ 60,716 -------- ------- ------- --------- -------- Cash flows from investing activities: Capital expenditures (7,147) (8,076) (3,737) (18,960) Proceeds from divestiture 3,886 3,886 Cash from (to) Parent (11,813) 8,076 3,737 -- -------- ------- ------- --------- -------- Cash used in investing activities (15,074) -- -- -- (15,074) -------- ------- ------- --------- -------- Cash flows from financing activities: Decrease in revolving facility, net (35,500) -- -- (35,500) Repayment of borrowings under receivables facility (2,500) (2,500) Repayment of long-term debt (40) (577) (617) Cash from (to) Parent (577) 577 -- -- -------- ------- ------- --------- -------- Cash provided by financing activities (38,617) -- -- -- (38,617) -------- ------- ------- --------- -------- Increase (decrease) in cash and cash equivalents 9,805 (4,067) 1,287 7,025 Cash and cash equivalents-- beginning of period 6,422 8,522 6,841 21,785 -------- ------- ------- --------- -------- Cash and cash equivalents-- end of period $ 16,227 $ 4,455 $ 8,128 -- $ 28,810 ======== ======= ======= ========= ========
Consolidating Condensed Statement of Cash Flows
Six Months Ended June 28, 1998 ----------------------------------------------------------------------------- Non-Guarantor Parent Guarantor Subsidiaries Eliminations Consolidated --------- --------- ------------ ------------ ------------ Cash provided by operating activities $ 37,735 $ 3,877 $ (1,438) -- $ 40,174 --------- --------- --------- ---------- --------- Cash flows from investing activities: Capital expenditures (11,663) (10,288) (5,236) (27,187) Proceeds from divestiture 100,000 100,000 Acquisition of business (25,000) (17,000) (38,518) (80,518) Cash from (to) Parent (71,042) (27,288) 43,754 -- -- --------- --------- --------- ---------- --------- Cash used in investing activities (7,705) -- -- -- (7,705) --------- --------- --------- ---------- --------- Cash flows from financing activities: Increase (decrease) in revolving facility, net (480,000) 40,000 (440,000) Repayment of long-term debt (4,591) (154) (14,102) (18,847) Issuance of long-term debt 292,151 292,151 Issuance of convertible preferred securities -- 144,472 144,472 Payments for unclaimed stock (3,871) (3,871) Purchase of treasury stock (994) (994) Cash from (to) Parent 170,216 154 (170,370) -- --------- --------- --------- ---------- --------- Cash used in financing activities (27,089) -- -- -- (27,089) --------- --------- --------- ---------- --------- Cash and cash equivalents: Increase (decrease) in cash and cash equivalents 2,941 3,877 (1,438) 5,380 Cash and cash equivalents-- beginning of period 9,912 722 4,059 14,693 --------- --------- --------- ---------- --------- Cash and cash equivalents-- end of period $ 12,853 $ 4,599 $ 2,621 -- $ 20,073 ========= ========= ========= ========== =========
16 EX-99.4 3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 1 EXHIBIT 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined statements of income for the six month periods ended June 30, 1999 and 1998 and the unaudited pro forma condensed combined balance sheet at June 30, 1999 give effect to the merger of The B.F.Goodrich Company and Coltec Industries Inc as though Coltec had always been a part of BFGoodrich. The unaudited pro forma combined financial data is presented for informational purposes only. They are not necessarily indicative of the results of operations or of the financial position which would have occurred had the merger been completed during the periods or as of the date for which the pro forma data are presented. They are also not necessarily indicative of the Company's future results of operations or financial position. In particular, BFGoodrich expects to realize significant operating cost savings as a result of the merger. No adjustment has been included in the pro forma combined financial data for these anticipated operating cost savings nor for the one-time merger and consolidation costs expected to be incurred upon consummation of the merger. BFGoodrich is still in the process of reviewing the respective accounting policies of the two companies to determine if they are consistent or if they need to be conformed. As a result of this review, the historical financial statements may need to be restated to conform to those accounting policies that are most appropriate. No restatements of prior periods have been included in the unaudited pro forma combined financial data. Pro forma per share amounts for the combined company are based on the exchange ratio of 0.56 of a share of BFGoodrich common stock for each share of Coltec common stock. 2 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET June 30, 1999 (In millions of dollars)
The BFGoodrich Coltec Pro Forma Pro Forma Company Industries Adjustments Combined ------------ ----------- ----------- ----------- ASSETS Current Assets Cash and cash equivalents $ 96.9 $ 28.8 $ $ 125.7 Short-term investments -- Accounts and notes receivable, net 678.4 211.1 889.5 Inventories 739.7 242.3 982.0 Deferred income taxes 151.4 24.3 175.7 Prepaid expenses and other assets 36.5 81.3 117.8 ----------- ----------- ----------- ----------- Total Current Assets 1,702.9 587.8 -- 2,290.7 ----------- ----------- ----------- ----------- Property, plant, and equipment, net 1,264.4 301.6 1,566.0 Deferred Income Taxes 13.6 -- 13.6 Prepaid Pension 138.5 -- 51.5 190.0 Goodwill 797.6 211.9 1,009.5 Identifiable Intangible Assets 110.8 -- 110.8 Other Assets 266.1 106.9 373.0 ----------- ----------- ----------- ----------- $ 4,293.9 1,208.2 51.5 5,553.6 =========== =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term bank debt $ 39.3 $ -- $ $ 39.3 Accounts payable 330.2 96.2 426.4 Accrued expenses 422.1 286.5 708.6 Income taxes payable 55.3 -- 55.3 Current maturities of long-term debt -- and capital lease obligations 1.8 5.8 7.6 ----------- ----------- ----------- ----------- Total Current Liabilities 848.7 388.5 -- 1,237.2 ----------- ----------- ----------- ----------- Long-term Debt and Capital Lease Obligations 1,189.9 540.6 1,730.5 Pension Obligations 44.3 -- 32.7 77.0 Postretirement Benefits Other Than Pensions 333.7 -- 333.7 Other Non-current Liabilities 94.6 220.0 18.8 333.4 Deferred Income Taxes -- 148.1 148.1 Mandatorily Redeemable Preferred Securities of Trust 123.8 146.3 270.1 Shareholders' Equity Common stock 382.2 0.7 176.6 559.5 Additional capital 548.4 647.1 (303.4) 892.1 Income retained in the business 806.7 (733.1) 73.6 Accumulated other comprehensive income (12.5) (22.0) (34.5) Common stock held in treasury, at cost (65.9) (126.8) 126.8 (65.9) Unearned compensation -- (1.2) (1.2) ----------- ----------- ----------- ----------- Total Shareholders' Equity 1,658.9 (235.3) -- 1,423.6 ----------- ----------- ----------- ----------- $ 4,293.9 $ 1,208.2 $ 51.5 $ 5,553.6 =========== =========== =========== ===========
3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME For the Six Months Ended June 30, 1999 (In millions of dollars, except per share amounts)
Historical Historical Coltec Pro Forma Pro Forma BFGoodrich Industries Adjustments Combined ----------- ----------- ----------- ----------- Sales $ 2,117.3 $ 757.9 $ $ 2,875.2 Operating costs and expenses: Cost of sales 1,517.3 530.0 2,047.3 Selling and administrative costs 331.3 109.5 440.8 Merger-related and consolidation costs 36.3 -- 36.3 ----------- ----------- ----------- ----------- 1,884.9 639.5 -- 2,524.4 ----------- ----------- ----------- ----------- Operating income 232.4 118.4 -- 350.8 Interest expense (42.6) (25.2) (67.8) Interest income 1.9 0.4 2.3 Gain on issuance of subsidiary stock -- 6.2 6.2 Other income (expense) - net (7.7) -- (7.7) Interest expense and other, net -- -- -- ----------- ----------- ----------- ----------- Income from continuing operations before income taxes, Trust distributions, and extraordinary items 184.0 99.8 -- 283.8 Income tax expense (67.9) (33.9) (101.8) Distributions on Trust preferred securities (5.2) (2.6) (7.8) ----------- ----------- ----------- ----------- Income from continuing operations 110.9 63.3 -- 174.2 Income from discontinued operations - net of taxes -- -- -- ----------- ----------- ----------- ----------- Income before extraordinary items 110.9 63.3 -- 174.2 Extraordinary item - net of tax -- -- -- ----------- ----------- ----------- ----------- Net income $ 110.9 $ 63.3 $ -- $ 174.2 =========== =========== =========== =========== Basic earnings per share: Continuing operations $ 1.49 $ 1.00 $ 1.59 Discontinued operations -- -- -- Extraordinary item -- -- -- ----------- ----------- ----------- Net income $ 1.49 $ 1.00 $ 1.59 =========== =========== =========== Diluted earnings per share: Continuing operations $ 1.48 $ 0.96 $ 1.56 Discontinued operations -- -- -- Extraordinary item -- -- -- ----------- ----------- ----------- Net income $ 1.48 $ 0.96 $ 1.56 =========== =========== =========== Weighted average number of common and common equivalent shares outstanding - in millions Basic 74.5 63.1 109.8 Diluted 75.0 68.9 113.6 Dividends paid per common share $ 0.55 $ --
4 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME For the Six Months Ended June 30, 1998 (In millions of dollars, except per share amounts)
Historical Historical Coltec Pro Forma Pro Forma BFGoodrich Industries Adjustments Combined ----------- ----------- ----------- ----------- Sales $ 1,948.7 $ 769.2 $ $ 2,717.9 Operating costs and expenses: Cost of sales 1,416.4 572.0 1,988.4 Selling and administrative costs 304.2 125.1 429.3 Merger-related and consolidation costs -- -- -- ----------- ----------- ----------- ----------- 1,720.6 697.1 -- 2,417.7 ----------- ----------- ----------- ----------- Operating income 228.1 72.1 -- 300.2 Interest expense (37.1) (28.3) (65.4) Interest income 3.8 -- 3.8 Gain on issuance of subsidiary stock -- 56.2 56.2 Other income (expense) - net (7.2) -- (7.2) Interest expense and other, net -- -- -- ----------- ----------- ----------- ----------- Income from continuing operations before income taxes, Trust distributions, and extraordinary items 187.6 100.0 -- 287.6 Income tax expense (72.3) (34.0) (106.3) Distributions on Trust preferred securities (5.2) (1.1) (6.3) ----------- ----------- ----------- ----------- Income from continuing operations 110.1 64.9 -- 175.0 Income from discontinued operations - net of taxes (1.6) -- (1.6) ----------- ----------- ----------- ----------- Income before extraordinary items 108.5 64.9 -- 173.4 Extraordinary item - net of tax -- (4.3) (4.3) ----------- ----------- ----------- ----------- Net income $ 108.5 $ 60.6 $ -- $ 169.1 =========== =========== =========== =========== Basic earnings per share: Continuing operations $ 1.50 $ 0.98 $ 1.59 Discontinued operations (0.02) -- (0.01) Extraordinary item -- (0.06) (0.04) ----------- ----------- ----------- Net income $ 1.48 $ 0.92 $ 1.54 =========== =========== =========== Diluted earnings per share: Continuing operations $ 1.46 $ 0.95 $ 1.55 Discontinued operations (0.02) -- (0.01) Extraordinary item -- (0.06) (0.04) ----------- ----------- ----------- Net income $ 1.44 $ 0.89 $ 1.50 =========== =========== =========== Weighted average number of common and common equivalent shares outstanding - in millions Basic 73.1 65.9 110.0 Diluted 75.1 69.2 113.9 Dividends paid per common share $ 0.55 $ --
EX-99.5 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 99.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 22, 1999 included in Coltec Industries Inc's Annual Report on Form 10-K for the year ended December 31, 1998 into the following The B.F. Goodrich Company Registration Statements and in the related Prospectuses:
Registration Number Description Of Registration Statement Filing Date - ------ ------------------------------------- ----------- 33-20421 The B.F.Goodrich Company Key Employees' March 1, 1988 Stock Option Plan -- Form S-8 2-88940 The B.F.Goodrich Company Retirement Plus April 28, 1989 Savings Plan -- Post-Effective Amendment No. 2 to Form S-8 33-29351 The Rohr Industries, Inc. 1988 Non-Employee June 19, 1989 Director Stock Option Plan -- Form S-8 33-49052 The B.F.Goodrich Company Key Employees' June 26, 1992 Stock Option Plan -- Form S-8 33-59580 The B.F.Goodrich Company Retirement Plus March 15, 1993 Savings Plan for Wage Employees -- Form S-8 333-03293 The B.F.Goodrich Company Stock Option Plan -- May 8, 1996 Form S-8 333-03343 Common Stock -- Form S-3 May 8, 1996 333-19697 The B.F.Goodrich Company Savings January 13, 1997 Benefit Restoration Plan -- Form S-8 333-53877 Pretax Savings Plan for the Salaried Employees May 29, 1998 of Rohr, Inc. (Restated 1994) and Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements (Restated 1994) -- Form S-8 333-53879 Directors' Deferred Compensation Plan -- Form S-8 May 29, 1998 333-53881 Rohr, Inc. 1982 Stock Option Plan, May 29, 1998 Rohr, Inc. 1989 Stock Incentive Plan and Rohr, Inc. 1995 Stock Incentive Plan -- Form S-8 333-74987 Common Stock and Guarantee - Form S-3 March 24, 1999 333-76297 Coltec Industries Inc 1992 Stock Option Plan April 14, 1999 and Coltec Industries Inc 1994 Stock Option Plan for Outside Directors - Form S-8 333-77023 The B.F.Goodrich Company Stock Option Plan - April 26, 1999 Form S-8
/s/ Arthur Andersen LLP Charlotte, North Carolina September 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----