FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1998
------------------------------
Commission file number 1-892
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THE B.F.GOODRICH COMPANY
------------------------
NEW YORK 34-0252680
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4020 KINROSS LAKES PARKWAY, RICHFIELD, OHIO 44286-9368
- ------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 330-659-7600
------------
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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As of March 31, 1998, there were 72,916,001 shares of common stock outstanding.
There is only one class of common stock.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
THE B.F.GOODRICH COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
Sales $ 937.7 $ 764.2
Operating Costs and Expenses:
Cost of sales 683.5 561.2
Selling and administrative expenses 143.5 131.7
-------------- --------------
827.0 692.9
-------------- --------------
Operating income 110.7 71.3
Interest expense (15.8) (18.8)
Interest income 2.9 2.2
Other expense - net (5.5) (2.9)
-------------- --------------
Income from continuing operations before
income taxes and Trust distributions 92.3 51.8
Income tax expense (35.5) (19.4)
Distributions on Trust preferred securities (2.6) (2.6)
-------------- --------------
Income from continuing operations 54.2 29.8
Income (loss) from discontinued operations (1.6) 64.1
-------------- --------------
Net Income $ 52.6 $ 93.9
============== ==============
Earnings (loss) per share:
Basic
Continuing operations $ 0.74 $ 0.42
Discontinued operations (0.02) 0.91
-------------- --------------
Net income $ 0.72 $ 1.33
============== ==============
Earnings (loss) per share:
Diluted
Continuing operations $ 0.72 $ 0.40
Discontinued operations (0.02) 0.87
-------------- --------------
Net income $ 0.70 $ 1.27
============== ==============
Dividends declared per common share $ 0.275 $ 0.275
</TABLE>
See notes to condensed consolidated financial statements.
Page 2
<PAGE>
THE B.F.GOODRICH COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(Dollars in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current Assets
Cash and cash equivalents $ 60.5 $ 47.0
Accounts and notes receivable, less allowances
for doubtful receivables (March 31, 1998:
$18.6; December 31, 1997: $21.3) 598.6 532.6
Inventories 671.2 652.6
Deferred income taxes 133.3 132.4
Prepaid expenses and other assets 33.1 36.7
---------------- ----------------
Total Current Assets 1,496.7 1,401.3
---------------- ----------------
Property
Land, buildings and machinery and equipment 2,028.9 2,015.4
Allowances for depreciation and amortization (967.5) (950.3)
---------------- ----------------
Total Property 1,061.4 1,065.1
---------------- ----------------
Deferred Income Taxes 80.9 86.0
Prepaid Pension 143.0 148.3
Goodwill 535.3 546.2
Identifiable Intangible Assets 50.4 51.1
Other Assets 578.4 195.9
---------------- ----------------
$ 3,946.1 $ 3,493.9
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Short-term bank debt $ 506.8 $ 192.8
Accounts payable 338.1 327.6
Accrued expenses 378.8 411.3
Current maturities of long-term debt
and capital lease obligations 3.1 3.2
---------------- ----------------
Total Current Liabilities 1,226.8 934.9
---------------- ----------------
Long-term Debt and Capital Lease Obligations 692.3 564.3
Pension Obligations 39.7 39.6
Postretirement Benefits Other Than Pensions 342.7 343.7
Other Non-current Liabilities 71.1 65.7
Mandatorily Redeemable Preferred Securities of Trust 123.2 123.1
Shareholders' Equity
Common stock - $5 par value
Authorized 100,000,000 shares; issued 74,589,928
shares at March 31, 1998, and 73,946,160
shares at December 31, 1997 372.9 369.7
Additional capital 519.4 500.7
Income retained in the business 624.1 591.5
Accumulated other comprehensive income (6.0) (3.5)
Unearned portion of restricted stock awards - (0.7)
Common stock held in treasury, at cost (1,673,927
shares at March 31, 1998, and 1,204,022 shares
at December 31, 1997) (56.5) (35.1)
Shares in grantor trust (70,867 at March 31, 1998) (3.6) -
---------------- ----------------
Total Shareholders' Equity 1,450.3 1,422.6
---------------- ----------------
$ 3,946.1 $ 3,493.9
================ ================
</TABLE>
See notes to condensed consolidated financial statements.
Page 3
<PAGE>
THE B.F.GOODRICH COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 52.6 $ 93.9
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 35.9 35.8
Deferred income taxes 5.1 4.8
Gain on sale of discontinued operations (net of
income taxes of $22.8) - (59.5)
Change in assets and liabilities, net of effects
of acquisitions and dispositions of businesses:
Receivables (26.5) (33.7)
Inventories (19.1) (12.6)
Other current assets 3.6 1.5
Accounts payable 5.9 (2.3)
Accrued expenses (25.1) (10.2)
Income taxes payable 2.2 12.1
Other non-current assets and liabilities (1.2) (11.2)
---------------- ---------------
Net cash provided by operating activities 33.4 18.6
INVESTING ACTIVITIES
Purchases of short term investments - (4.2)
Purchases of property (33.6) (36.4)
Proceeds from sale of property 3.1 0.7
Proceeds from sale of businesses - 230.7
Payments made in connection with acquisitions,
net of cash acquired (366.1) (23.0)
Other - 1.8
---------------- -----------------
Net cash (used) provided by investing activities (396.6) 169.6
FINANCING ACTIVITIES
Net increase (decrease) in short-term debt 315.3 (99.2)
Proceeds from issuance of long-term debt 130.0 -
Repayment of long-term debt and capital lease obligations (2.2) (30.5)
Cash collateral for receivable sales program - 4.2
Termination of receivable sales program (40.0) -
Proceeds from issuance of capital stock 4.5 3.1
Purchases of treasury stock (12.4) (0.2)
Dividends (14.9) (14.8)
Distributions on Trust preferred securities (2.6) (2.6)
---------------- ---------------
Net cash provided (used) by financing activities 377.7 (140.0)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (1.0) (1.2)
---------------- ---------------
INCREASE IN CASH AND CASH EQUIVALENTS 13.5 47.0
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 47.0 103.4
---------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 60.5 $ 150.4
================ ===============
Supplemental Cash Flow Information:
Income taxes paid $ 6.7 $ 1.3
================ ===============
Interest paid, net of amounts capitalized $ 13.3 $ 20.5
================ ===============
</TABLE>
See notes to condensed consolidated financial statements.
Page 4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note A: BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION - The accompanying
unaudited condensed consolidated financial statements of The BFGoodrich Company
("BFGoodrich" or the "Company") have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 1998, are
not necessarily indicative of the results that may be achieved for the year
ending December 31, 1998. 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, 1997.
Note B: MERGER WITH ROHR - On December 22, 1997, BFGoodrich completed a merger
with Rohr, Inc. which was accounted for as a pooling of interests. Accordingly,
all prior period consolidated financial statements have been restated to include
the results of operations, financial position and cash flows of Rohr as though
Rohr had always been a part of BFGoodrich. As such, results for the quarter
ended March 31, 1997 combine BFGoodrich and Rohr results for the same calendar
quarter.
Note C: DISCONTINUED OPERATIONS - During the 1998 first quarter, the Company
recognized a $1.6 million after-tax charge related to a business previously
divested and reported as a discontinued operation.
The 1997 first quarter reflects the gain on the sale of Tremco Incorporated and
earnings from the chlor-alkali and olefins business that was sold on August 15,
1997 and was reported as a discontinued operation.
- 5 -
<PAGE>
Note D: INVENTORY - Inventories included in the accompanying condensed
consolidated balance sheet consist of:
(Dollars in millions)
--------------------------------
March 31, December 31,
1998 1997
--------- ------------
FIFO or average cost
(which approximates
current costs):
Finished products $177.8 $173.4
In process 399.1 411.2
Raw materials and supplies 167.2 161.4
------ ------
744.1 746.0
Less:
Reserve to reduce certain
inventories to LIFO (56.2) (57.5)
Progress payments and advances (16.7) (35.9)
------ ------
Total $671.2 $652.6
====== ======
Note E: ACQUISITION - Late in March 1998, the Company acquired Freedom Chemical
Company ("Freedom Chemical"), a global manufacturer of specialty and fine
chemicals that are sold to a variety of customers who use them to enhance the
performance of their finished products. The preliminary purchase price of
approximately $370 million is subject to post-closing adjustments and has been
included within Other Assets at March 31, 1998 subject to completion of the
purchase price allocation. The results of operations since the acquisition date
are not material to the Company's quarterly results and have not been included
in the consolidated financial statements.
- 6 -
<PAGE>
NOTE F: EARNINGS PER SHARE - The computation of basic and diluted earnings per
share for income from continuing operations is as follows for the three months
ended March 31:
(In millions, except per share amounts) 1998 1997
--------- ---------
Numerator:
Income from continuing operations
for basic and diluted earnings per share
- income available to common stockholders $54.2 $29.8
===== =====
Denominator:
Denominator for basic earnings per
share - weighted-average shares 72.8 70.7
----- -----
Effect of dilutive securities:
Stock options and warrants .9 1.5
Contingent shares - .7
Convertible Notes 1.3 1.3
----- -----
Dilutive potential common shares 2.2 3.5
----- -----
Denominator for diluted earnings per
share - adjusted weighted-average shares
and assumed conversions 75.0 74.2
===== =====
Per share income from continuing operations:
Basic $ .74 $ .42
===== =====
Diluted $ .72 $ .40
===== =====
NOTE G: COMPREHENSIVE INCOME - As required, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income," in the first quarter of 1998. SFAS No. 130
established new rules for the reporting and display of comprehensive income and
its components. This standard does not impact net income or total shareholders'
equity. SFAS No. 130 requires the Company's change in its minimum pension
liability and foreign currency translation adjustment to be included in other
comprehensive income. The prior periods' financial statements have been
reclassified to conform to these requirements.
- 7 -
<PAGE>
Total comprehensive income consists of the following for the three months ended
March 31 (dollars in millions):
1998 1997
---------- ----------
Net Income $52.6 $ 93.9
-------- --------
Other Comprehensive Income:
Cumulative unrealized translation
adjustments:
Unrealized translation
adjustments during period (2.5) (8.8)
Less reclassification for translation
adjustments included in net
income (net of tax) - 1.7
Minimum pension liability adjustment - 26.4
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Other Comprehensive Income (2.5) 19.3
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Total Comprehensive Income $50.1 $113.2
======= =======
Accumulated other comprehensive income consists of the following (dollars in
millions):
March 31, 1998 December 31, 1997
-------------- -----------------
Cumulative unrealized translation
adjustments $(4.2) $ (1.7)
Minimum pension liability adjustment (1.8) (1.8)
------ -------
$(6.0) $ (3.5)
====== =======
Note H: CAPITAL STOCK - During the first three months of 1998, 643,768 shares of
authorized but previously unissued shares of common stock were issued under
employee compensation plans. Also under these plans, 454,572 shares of treasury
stock were purchased and 15,333 unearned shares were forfeited and returned to
treasury stock.
Note I: INCOME TAXES - The effective tax rate for the first quarter of 1998 and
1997 was higher than the federal statutory rate principally due to state and
local income taxes.
- 8 -
<PAGE>
Note J: CONTINGENCIES - There are pending or threatened against BFGoodrich or
its subsidiaries various claims, lawsuits and administrative proceedings, all
arising from the ordinary course of business with respect to commercial, product
liability and environmental matters, which seek remedies or damages. BFGoodrich
believes that any liability that may finally be determined with respect to
commercial and product liability claims, should not have a material effect on
the Company's consolidated financial position or results of operations. The
Company is also involved from time to time in legal proceedings as a plaintiff
involving contract, patent protection, environmental and other matters. Gain
contingencies, if any, are recognized when they are realized.
The Company and its subsidiaries are generators of both hazardous wastes and
non-hazardous wastes, the treatment, storage, transportation and disposal of
which are subject to various laws and governmental regulations. Although past
operations were in substantial compliance with the then-applicable regulations,
the Company has been designated as a potentially responsible party by the U.S.
Environmental Protection Agency in connection with 39 sites, most of which
related to previously discontinued businesses. The Company believes it may have
continuing liability with respect to not more than 19 sites.
A significant portion of accrued environmental liabilities is in connection with
four sites which relate to businesses previously discontinued and two sites that
came with the Rohr merger. Two of the most significant variables in determining
the Company's ultimate liability are the remediation method finally adopted for
the site and the Company's share of the total site remediation cost. With
respect to three of the four sites of previously discontinued businesses, the
Company's maximum percentage share of the ultimate remediation costs is fixed.
The percentages range from approximately 12 percent to approximately 41 percent,
and appropriate reserves have accordingly been established. At the fourth site,
alternate dispute resolution ("ADR") is under way to establish the various
parties' share of responsibility. The Company's interim share is 30 percent,
which the Company believes will likely decrease as a result of the ADR.
Of the four sites relating to discontinued businesses, two sites are in the
operation and maintenance phase for which costs are reasonably fixed.
Construction at a third site was begun in 1997, but problems with the remedial
design caused work to be discontinued. Modifications or other remedial
alternatives are being explored which could result in increases or decreases in
estimated costs. Until a decision on these remedy changes is made, an accurate
cost estimate for this site cannot be determined. Litigation on this site with
the government over the recovery of past government costs is ongoing. Until a
final decision on the remedy is made and the Company's percentage of liability
is determined through ADR, it is not possible to estimate the Company's total
cost of this site. However, total site costs are not expected to exceed $15.0
million, of which the Company's share is 30 percent, which reflects the basis
for the amount accrued at March 31, 1998. The final site involving discontinued
businesses continues in litigation with no agreement with the government over
the remedy and government costs exceeding $22.0 million. This site presents the
greatest uncertainty both as to the nature and cost of the final remedy and the
percentage of the government's costs that are found to be recoverable. However,
the Company's share of this site is relatively small, at less than 12 percent.
The Company has accrued for costs it expects to incur.
- 9 -
<PAGE>
The Company also has two active Superfund sites relating to the Aerostructures
Group (Rohr). Of these, one is a multimillion dollar site that has been in
active investigation/remediation/litigation for over 15 years. Depending on the
outcome of recent settlement discussions, the Company may not spend much more on
this matter, but a reserve is being retained in the event the settlement does
not occur. An action against third-party defendants is being pursued by the
potentially responsible parties seeking contribution. No receivable has been
reflected for any potential contributions. The second Rohr site is in an earlier
stage, and the Company's percentage share of the total site remediation cost has
not been determined. The estimated cost of this site to all parties is $70.0
million.
The Company is still in the process of assessing the status of various sites
associated with the March 1998 acquisition of Freedom Chemical. However, it
appears that most of the remedial sites associated with Freedom Chemical are
subject to indemnification agreements with prior owners, thus limiting the
Company's exposure. The Company believes that it has adequately reserved for all
of the above sites based on currently available information. Management believes
that it is reasonably possible that additional costs may be incurred beyond the
amounts accrued as a result of new information. However, the amounts, if any,
cannot be estimated and management believes that they would not be material to
the Company's financial condition but could be material to the Company's results
of operations in a given period.
Note K: SUBSEQUENT EVENTS - During April 1998, the Company issued $200 million
of 40-year notes and $100 million of 10-year notes with coupon interest rates of
7.0 percent and 6.45 percent, respectively. The Company used the proceeds to
retire short-term indebtedness incurred during March 1998 to acquire Freedom
Chemical.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS
----------------------------------
COMPARISON OF THE FIRST QUARTER OF 1998
TO THE FIRST QUARTER OF 1997
----------------------------
TOTAL COMPANY
-------------
Sales during the quarter ended March 31, 1998, increased by $173.5 million, or
23 percent, over sales during the same period last year. The increase is a
result of sales volumes in both the Aerospace and Specialty Chemicals Segments.
Sales for Aerospace increased by 27 percent and for Specialty Chemicals by 13
percent over the 1997 first quarter.
Operating income during the first quarter of 1998 increased $39.4 million, or 55
percent, over the comparable prior year period. Operating income for Aerospace
improved by 60 percent and Specialty Chemicals by 18 percent. Operating expenses
for Corporate decreased by 7 percent. The Company's operating income margin for
the first quarter of 1998 was 12 percent, compared with 9 percent for the same
period last year.
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<PAGE>
SEGMENT ANALYSIS
----------------
Three Months Ended March 31 (dollars in millions) 1998 1997
- -------------------------------------------------------------------------------
Sales:
Aerospace $685.3 $541.5
Specialty Chemicals 252.4 222.7
- -------------------------------------------------------------------------------
Total $937.7 $764.2
===============================================================================
Operating Income:
Aerospace $ 87.9 $ 55.0
Specialty Chemicals 36.6 31.1
- -------------------------------------------------------------------------------
Total Reportable Segments 124.5 86.1
Corporate (13.8) (14.8)
- -------------------------------------------------------------------------------
Total $110.7 $ 71.3
===============================================================================
The Company's operations are classified into two reportable business segments:
BFGoodrich Aerospace ("Aerospace") and BFGoodrich Specialty Chemicals
("Specialty Chemicals"). Aerospace consists of four business groups:
Aerostructures; Landing Systems; Sensors and Integrated Systems; and
Maintenance, Repair and Overhaul ("MRO"). They serve commercial, military,
regional, business and general aviation markets.
Specialty Chemicals consists of two business groups: Specialty Additives and
Specialty Plastics. They serve various markets, such as personal care,
industrial piping, plumbing, pharmaceuticals, printing, textiles and automotive.
Corporate includes general corporate administrative costs and Advanced
Technology Group research expenses. Segment operating income is total segment
revenue reduced by operating expenses directly identifiable with that business
segment.
An expanded analysis of sales and operating income by business segment follows.
- 11 -
<PAGE>
Aerospace
- ---------
Sales by Group (in millions)
Three Months Ended March 31 1998 1997
- ---------------------------------------------------------------------
Aerostructures $302.6 $209.9
Landing Systems 142.9 115.8
Sensors and Integrated Systems 140.2 126.0
MRO 99.6 89.8
- ---------------------------------------------------------------------
TOTAL $685.3 $541.5
=====================================================================
The Aerospace Segment achieved a 27 percent increase in sales over the first
quarter of 1997, reflecting continued strong demand in most markets.
The Aerostructures Group's increase in sales of 44 percent reflects increased
demand from original-equipment manufacturers for both nacelles and spares
hardware. The increase in demand for nacelles and spares hardware occurred in
all of the group's major programs, including the V2500 and CFM56-5 engine
programs that power the A320 aircraft and the PW4000 engine program for the
A300/310, MD-11 and MD-90 aircraft.
The Landing Systems Group's sales growth of 23 percent reflects higher demand
from original-equipment manufacturers for landing gear and evacuation products,
primarily for the B737-700, B747-400, B767 and A330/340 programs. The increase
in sales is also due to the establishment of a facility in Seattle to provide
fully dressed landing gears to Boeing on the 747-400 program.
Excluding acquisitions and divestitures, sales in the Sensors and Integrated
Systems Group increased 15 percent over the 1997 first quarter. This growth
reflects increased demand by original-equipment manufacturers for sensor
products on most major Boeing programs, as well as on other regional and
business programs such as the EMB-RJ145, Gulfstream V and Global Express
programs. The group also experienced increased aftermarket demand for pneumatic
deicer equipment.
The MRO Group's sales increased from the prior year quarter by 11 percent
reflecting increased sales from the component services business. Increased sales
in the group's component service business resulted from contract agreements with
FedEx to provide maintenance support and with Qantas Airways to provide
maintenance support for the wheels and brakes on their entire fleet, including
B737, B747 and B767 aircraft. Increased sales in the group's airframe business
from Northwest and United Airlines during the quarter were almost completely
offset by volume reductions as a result of Western Pacific's Airlines bankruptcy
and a contract termination with America West Airlines.
- 12 -
<PAGE>
Operating Income by Group (in millions)
Three Months Ended March 31 1998 1997
- ------------------------------------------------------------------------------
Aerostructures $ 39.5 $ 22.5
Landing Systems 15.9 13.3
Sensors and Integrated Systems 28.0 15.5
MRO 4.5 3.7
- ------------------------------------------------------------------------------
TOTAL $ 87.9 $ 55.0
==============================================================================
Total Aerospace Segment operating income increased by 60 percent from the first
quarter of 1997, largely reflecting the impact of higher sales volumes and a
favorable sales mix.
The Aerostructures Group's operating income increased by 76 percent over the
prior year first quarter, due to higher sales and a favorable sales mix of
spares.
The Landing Systems Group achieved a 20 percent increase in operating income,
reflecting the solid sales growth over the first quarter of 1997. A significant
increase in original-equipment strategic sales incentives, primarily for the
B747-400 and B777-200 programs, and increased manufacturing costs at the group's
landing gear business resulting from an increase in production to match the
build rates by original-equipment manufacturers, partly mitigated the increase
in operating income.
Excluding acquisitions and dispositions, the Sensors and Integrated Systems
Group's operating income increased 83 percent over the 1997 first quarter. This
significant increase reflects the effects of higher sales volumes and a
favorable sales mix.
Operating income in the MRO Group increased by 22 percent over the comparable
prior year period. The increase in operating income resulted from higher demand
for maintenance service at the components services business, as well as from
process improvements at the landing gear services business.
Specialty Chemicals
- -------------------
Sales by Group (in millions)
Three Months Ended March 31 1998 1997
- ------------------------------------------------------------------------
Specialty Additives $168.6 $146.0
Specialty Plastics 83.8 76.7
- ------------------------------------------------------------------------
TOTAL $252.4 $222.7
========================================================================
- 13 -
<PAGE>
The Specialty Chemicals Segment achieved a 13 percent increase in sales for the
first quarter of 1998 over the same quarter last year. Excluding acquisitions,
Specialty Chemicals sales increased 6 percent over the same quarter last year.
Sales in the Specialty Additives Group increased 15 percent. Excluding
acquisitions, sales increased by 5 percent, reflecting higher sales in the
textile, coatings and industrial and consumer specialty markets.
The Specialty Plastics Group achieved a 9 percent increase in sales over the
first quarter of 1997. This growth principally reflects higher volumes,
especially in the estane thermoplastic polyurethane markets.
Operating Income by Group (in millions)
Three Months Ended March 31 1998 1997
- ---------------------------------------------------------------------
Specialty Additives $24.8 $21.3
Specialty Plastics 11.8 9.8
- ---------------------------------------------------------------------
TOTAL $36.6 $31.1
=====================================================================
Operating income for the Specialty Chemicals Segment increased 18 percent over
the first quarter of 1997. Excluding the effects of acquisitions, operating
income increased 13 percent.
Operating income in the Specialty Additives Group increased 10 percent,
excluding acquisitions. This increase reflects higher volumes and higher selling
prices for certain coatings, industrial specialty and textile products.
The Specialty Plastics Group's operating income increased 18 percent, excluding
acquisitions, largely due to higher volumes and higher selling prices.
CORPORATE
---------
First quarter 1998 Corporate expenses decreased to $13.8 million, compared with
$14.8 million in the same period last year. This decrease is largely
attributable to reduced costs associated with the Company's long-term incentive
plan.
INTEREST EXPENSE
----------------
Interest expense in the first quarter of 1998 decreased 16 percent to $15.8
million, compared with the same period in 1997, primarily as a result of the
refinancing of Rohr's higher cost debt with the Company's lower cost debt at the
end of 1997.
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<PAGE>
INCOME TAXES
------------
For the first quarter of 1998, an income tax provision of $35.5 million was
recorded on pretax income from continuing operations of $92.3 million, an
effective tax rate of 38.5 percent. For the same period last year, an income tax
provision of $19.4 million was recorded on pretax income from continuing
operations of $51.8 million, an effective tax rate of 37.5 percent. For each
period, the effective tax rate was higher than the federal statutory rate
principally due to state and local income taxes.
DISCONTINUED OPERATIONS
-----------------------
During the 1998 first quarter, the Company recognized a $1.6 million after-tax
charge related to a business previously divested and reported as a discontinued
operation.
The 1997 first quarter reflects the gain on the sale of Tremco Incorporated and
earnings from the chlor-alkali and olefins business that was sold on August 15,
1997 and was reported as a discontinued operation.
YEAR 2000 COMPUTER COSTS
------------------------
The Company has been addressing the computer system changes that will be
required to ensure functionality of all the Company's computer systems for the
year 2000. The Company has completed, is currently working on or soon will be
engaged in the implementation of several new business systems, replacing
outdated systems. The new systems are already designed to be year 2000
compliant. In other circumstances, the Company will be required to make changes
to existing systems. The Company currently estimates that incremental costs
(i.e., payments to third parties) to modify existing software to become year
2000 compliant should be less than $5 million (excluding Freedom Chemical). Such
costs are expected to be incurred primarily throughout 1998 and 1999, and will
be expensed as incurred. The Company is currently reviewing the magnitude of the
year 2000 issue for Freedom Chemical. Although year 2000 costs will be incurred
by the Freedom Chemical businesses, the level of costs has not been determined
at this time. The Company is also reviewing the efforts being undertaken by its
vendors and customers to become year 2000 compliant to ensure that no business
interruption is experienced at the turn of the century. Although this review is
in the early stages, the Company is not currently aware of vendor or customer
circumstances that may have a material adverse impact on the Company. (The
foregoing analysis contains forward-looking information. See cautionary
statement at the end of the Management's Discussion and Analysis section.)
- 15 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY
-------------------------------
Current assets less current liabilities decreased by $196.5 million from
December 31, 1997 to March 31, 1998. The decrease resulted from a substantial
increase in the level of short-term indebtedness, partially offset by increases
in accounts receivable and inventory. The significant increase in short-term
indebtedness reflected interim financing for the March 1998 acquisition of
Freedom Chemical. This short-term debt was refinanced on a long-term basis in
April 1998. The interim financing caused the Company's current ratio to decrease
from 1.5X at December 31, 1997 to 1.2X at March 31, 1998, and the quick ratio
from .6X at December 31, 1997 to .5X at March 31, 1998. The Company expects to
have adequate cash flow from operations and has the credit facilities (described
in the Company's Annual Report on Form 10-K for the year ended December 31, 1997
and Note K to the unaudited condensed consolidated financial statements for the
three month period ended March 31, 1998) to satisfy its operating requirements
and capital spending programs and to finance growth opportunities as they arise.
The Company's debt-to-capitalization ratio was 43.3 percent at March 31, 1998,
compared with 33.0 percent at December 31, 1997. For purposes of this ratio, the
Trust preferred securities are treated as capital.
Cash Flows
Cash flow from operating activities, excluding merger costs, in the first
quarter of 1998 was $40.7 million more than the same period last year. The
Company expects to generate positive cash flow in 1998 after satisfying capital
expenditures and the payment of dividends, excluding the effects of acquisitions
and divestitures.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
--------------------------------------------------------------
This document includes certain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, that involves risk and
uncertainty. If outside vendors are unable to make their computer systems year
2000 compliant in time, or if the magnitude of the year 2000 issue is greater
than presently anticipated, it could have a material adverse impact on the
Company. If there were a material decrease in the revenue and profitability of
the Company's businesses, its cash flow may be adversely affected.
- 16 -
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3(A)(1) - Certificate of Amendment to the Company's
Restated Certificate of Incorporation
Exhibit 3(B) - The Company's By-Laws, as amended through
April 20, 1998
Exhibit 27 - Financial Data Schedule - March 31, 1998
Exhibit 27.1 - Restated Financial Data Schedule - December 31,
1995 and December 31, 1996
Exhibit 27.2 - Restated Financial Data Schedule - March 31,
1997; June 30, 1997 and September 30, 1997
Exhibit 27.3 - Restated Financial Data Schedule - March 31,
1996; June 30, 1996 and September 30, 1996
(b) Reports on Form 8-K -
Filed on January 6, 1998 relating to the merger with Rohr, Inc.
Filed on January 14, 1998 relating to the acquisition of Freedom
Chemical Company
- 17 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 13, 1998 The B.F.Goodrich Company
- ------------ ----------------------------
/S/D. LEE TOBLER
----------------------------
D. Lee Tobler
Executive Vice President and
Chief Financial Officer
/S/ROBERT D. KONEY, JR.
-----------------------------
Robert D. Koney, Jr.
Vice President & Controller
(Chief Accounting Officer)
- 18 -
Exhibit 3(A)(1)
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
THE B.F.GOODRICH COMPANY
(Under Section 805 of the
Business Corporation Law)
------------------------------
Pursuant to the provisions of Section 805 of the Business Corporation Law, the
undersigned hereby certify:
1. The name of the corporation is The B.F.Goodrich Company (the "Company").
2. The Certificate of Incorporation of the Company was filed by the Department
of State on the 2nd day of May, 1912.
3. The Certificate of Incorporation of the Company is hereby amended to modify
Article FOURTH to increase the number of authorized shares of Common Stock from
100,000,000 to 200,000,000 shares by deleting the existing Article Fourth in its
entirety and substituting the following:
"FOURTH -- The aggregate number of shares which the Company shall have authority
to issue is 210,000,000, divided into 10,000,000 shares of Series Preferred
Stock of the par value of $1 per share (hereafter called "Series Preferred
Stock"), and 200,000,000 shares of Common Stock of the par value of $5 per share
(hereafter called "Common Stock")."
4. This amendment of the Certificate of Incorporation of The B.F.Goodrich
Company was authorized by the unanimous vote of the Board of Directors of the
Company at a meeting duly called and held, a quorum being present, on the 16th
day of February 1998 and by a vote of the holders of a majority of the
outstanding shares of the Company's Common Stock at a meeting duly called and
held, a quorum being present, on the 20th day of April 1998.
IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Amendment, and do affirm the foregoing as true, under penalties of perjury this
30th day of April, 1998.
/s/David L. Burner
------------------------------------
David L. Burner, Chairman, President
and Chief Executive Officer
/s/Nicholas J. Calise
------------------------------------
Nicholas J. Calise, Secretary
Exhibit 3(B)
BY-LAWS
OF
THE B.F.GOODRICH COMPANY
AMENDED AS OF APRIL 20, 1998
ARTICLE I
SHAREHOLDERS
------------
ANNUAL MEETING
- --------------
SECTION 1. The annual meeting of the shareholders of the Company, for the
election of Directors and for the transaction of such other business as may
properly come before the meeting, shall be held in the State of New York, or
elsewhere in the United States as permitted by the laws of the State of New
York, at such time on such date as the Board of Directors may select. If the day
fixed for the meeting shall be a legal holiday, such meeting shall be held on
the next succeeding full business day. The Board of Directors acting by
resolution may postpone and reschedule any previously scheduled annual meeting
of shareholders.
NOTICE OF ANNUAL MEETING
- ------------------------
SECTION 2. Notice of the time and place of holding each such annual meeting of
shareholders shall be served either personally or by mail upon each shareholder
of record of the Company entitled to vote at such meeting not less than ten, nor
more than fifty, days before the date fixed for such meeting; if mailed, it
shall be directed, except as otherwise provided by law, to each shareholder at
the shareholder's post office address as it appears on the stock books of the
Company.
SPECIAL MEETINGS
- ----------------
SECTION 3. Special meetings of shareholders, unless otherwise provided by law,
may be called at any time by the Board of Directors. The Board of Directors
acting by resolution may postpone and reschedule any previously scheduled
special meeting of shareholders.
NOTICE OF SPECIAL MEETINGS
- --------------------------
SECTION 4. Notice of each such special meeting, unless otherwise provided by
law, may be given as herein provided for giving notice of an annual meeting.
- 1 -
<PAGE>
QUORUM
- ------
SECTION 5. At all meetings of shareholders, annual or special, other than
meetings a quorum at which is fixed by law, in order to constitute a quorum
there shall be present either in person or by proxy holders of record of a
majority of the shares of the class or classes of the capital stock of the
Company entitled to vote at such meeting, except that as to any action to be
taken by shareholders voting separately as a class or classes a majority of the
shares entitled to vote separately as one class shall constitute a quorum of
that class and may act separately whether or not a quorum of another class or
classes be present.
ADJOURNED MEETING
- -----------------
SECTION 6. At any meeting of shareholders, annual or special, the chairman of
the meeting or the holders of record of the majority of the shares present and
entitled to vote may adjourn the meeting from time to time, whether or not a
quorum is present. At any adjourned meeting the Company may transact any
business which might have been transacted at the original meeting.
NUMBER OF VOTES
- ---------------
SECTION 7. Except as otherwise provided by law or by the Restated Certificate of
Incorporation or other certificate filed pursuant to law, each shareholder of
record shall be entitled at every meeting of shareholders to one vote, either in
person or by proxy executed in writing by the shareholder or by the
shareholder's duly authorized attorney, for each share of stock standing in the
shareholder's name on the stock books of the Company.
MANNER OF VOTING
- ----------------
SECTION 8. In the election of Directors and in voting on any question on which a
vote by ballot is required by law or is demanded by any shareholder, the voting
shall be by ballot. On all other questions the voting may be viva voce.
INSPECTORS OF ELECTION
- ----------------------
SECTION 9. The Board of Directors, prior to the annual and each special meeting
of the shareholders each year, may appoint two inspectors of election to act at
such meeting. In the event of the failure of the Board to make such appointment
or if any inspector of election shall for any reason fail to attend and to act
at such meeting, an inspector or inspectors of election, as the case may be, may
be appointed by the chairman of the meeting.
INTRODUCTION OF BUSINESS AT A MEETING OF SHAREHOLDERS
- -----------------------------------------------------
SECTION 10. (A) ANNUAL MEETINGS OF SHAREHOLDERS (1) Nominations of persons for
election to the Board of Directors of the Company and the proposal of business
to be considered by the shareholders may be made at an annual meeting of
shareholders (a) pursuant to the Company's notice of meeting, (b) by or at the
direction of the Board of
- 2 -
<PAGE>
Directors or (c) by any shareholder of the Company who was a shareholder of
record at the time of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this By-Law.
(2) For nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this
By-Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the Company not
less than 90 days nor more than 120 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 30 days or delayed by more
than 60 days from such anniversary date, notice by the shareholder to be timely
must be so delivered not earlier than the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, the name, age, principal
occupations and employment during the past five years, name and principal
business of any corporation or other organization in which such occupations and
employment were carried on, a brief description of any arrangement or
understanding between such person and any other person(s) (naming such
person(s)) pursuant to which he was or is to be selected as a nominee, and the
written consent of such person(s) to serve as a director if elected; (b) as to
any other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the Company's books,
of such beneficial owner and any other shareholders believed by such shareholder
to be supporting such nominee(s) or other business and (ii) the class and number
of shares of the Company which are owned beneficially and of record by such
shareholder, such beneficial owner and any other shareholders believed by such
shareholder to be supporting such nominee(s) or other business.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this
By-Law to the contrary, in the event that the number of directors to be elected
to the Board of Directors of the Company is increased and there is no public
announcement naming all of the nominees for Director or specifying the size of
the increased Board of Directors made by the Company at least 70 days prior to
the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by this By-Law shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the Company
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Company.
(B) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting
pursuant to the Company's notice of meeting. Nominations of persons for election
to the Board of Directors may
- 3 -
<PAGE>
be made at a special meeting of shareholders at which directors are to be
elected pursuant to the Company's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such special meeting, by any
shareholder of the Company who is a shareholder of record at the time of giving
of notice provided for in this By-Law, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this By-Law. In
the event the Company calls a special meeting of shareholders for the purpose of
electing one or more directors, any such shareholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in
the Company's notice of meeting, if the shareholder's notice required by
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Company not earlier than the 120th day prior
to such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.
(C) GENERAL. (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. The Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this By-Law and,
if any proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean disclosure in
a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the Company
with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(3) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect any rights of shareholders to
request inclusion of proposals in the Company's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
ARTICLE II
STOCK
-----
CERTIFICATES OF STOCK
- ---------------------
SECTION 1. Certificates of Stock shall be numbered and registered in the order
in which they are issued and shall be signed by the Chairman of the Board or a
Vice Chairman of the Board or the President or a Vice-President and by the
Secretary or Treasurer or by an Assistant
- 4 -
<PAGE>
Secretary or an Assistant Treasurer, and sealed with the seal of the Company or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if: (i) the certificate is countersigned by a transfer agent or
registered by a registrar other than the Company or its employee, or (ii) the
shares are listed on a registered national security exchange.
TRANSFER OF SHARES
- ------------------
SECTION 2. Transfer of shares may be made on the books of the Company by the
holder thereof in person, or by the person's attorney-in-fact pursuant to power
of attorney duly executed and filed with the Company, upon the surrender of the
certificate or certificates for such shares.
CLOSING OF BOOKS; RECORD DATES
- ------------------------------
SECTION 3. Unless otherwise provided by law or by the Restated Certificate of
Incorporation, the Board of Directors may fix a date, not exceeding fifty days
prior to the date appointed for any meeting of the shareholders or prior to the
date fixed for the payment of any dividend or for the delivery of any evidences
of rights or other distribution allowed by law, as the record date for the
determination of the shareholders entitled to notice of and to vote at such
meeting, or to receive any such dividends, rights, or distribution, as the case
may be.
ARTICLE III
DIRECTORS
---------
RESPONSIBILITIES
- ----------------
SECTION 1. The business of the Company shall be managed under the direction of
the Board of Directors.
NUMBER, ELECTION, AND QUALIFICATION OF DIRECTORS
- ------------------------------------------------
SECTION 2. The number of Directors of the Company (exclusive of Directors to be
elected by any series of Series Preferred Stock voting separately as a class)
shall be as determined by the Directors from time to time by resolution adopted
by a majority of the entire Board. As used in this Article, "entire Board" means
the total number of Directors which the Company would have if there were no
vacancies. In the event that the Board is increased by such a resolution, the
vacancy or vacancies so resulting shall be filled by a vote of a majority of the
Directors then in office. No decrease in the Board shall shorten the term of any
incumbent Director.
VACANCIES
- ---------
SECTION 3. Other vacancies occurring in the Board of Directors may be filled for
the unexpired term at any regular meeting of the Board of Directors, or at any
special meeting thereof called for that purpose, by a vote of the remaining
Directors entitled to vote on such question.
- 5 -
<PAGE>
NOMINATION OF DIRECTORS
- -----------------------
SECTION 4. The Board of Directors, in recommending nominees for election by the
shareholders to the Board of Directors and in electing members to fill vacancies
occurring in the Board of Directors, will not nominate an individual for
election at an annual meeting who, prior to such annual meeting, will attain age
70, and to fill a vacancy will not elect an individual who has attained age 70;
provided, however, that the provisions of this SECTION 4 may be waived with
respect to any nominee by a majority of the Directors, excluding such nominee,
if such nominee is then a Director.
REGULAR MEETING
- ---------------
SECTION 5. The Board of Directors shall hold regular meetings at such times and
at such places as the Board may prescribe from time to time. All meetings shall
be held at such time on such dates as the Board may designate, except that a
regular meeting of the Board of Directors shall be held following the
adjournment of and on the same date as the annual meeting of shareholders and at
such meeting the Board may elect or appoint officers of the Company.
SPECIAL MEETINGS
- ----------------
SECTION 6. Special meetings of the Board of Directors may be called by the
Chairman of the Board, by a Vice Chairman of the Board, or by the President. The
Secretary shall call special meetings of the Board of Directors when requested
in writing so to do by any three members thereof, or when ordered so to do by
the Executive Committee.
NOTICE
- ------
SECTION 7. Notice of any special meeting of the Board of Directors may be served
not less than three hours before the date and time fixed for such meeting, by
oral, written or electronic communication stating the time and place thereof or
if by mail not less than three days before the date fixed for such meeting. Any
oral notice may be given to each member of the Board of Directors at his or her
office or his or her address as it appears on the books of the Company, whether
or not the director is present personally to receive it. Any written or
electronic notice shall be addressed to each member of the Board of Directors at
his or her office or his or her address as it appears on the books of the
Company. No notice shall be required of a regular meeting.
QUORUM; TELEPHONIC MEETING
- --------------------------
SECTION 8. At any meetings of the Board of Directors, regular or special,
one-half of the entire Board shall constitute a quorum. Any one or more members
of the Board of Directors or any Committee of the Board of Directors may
participate in a meeting of the Board of Directors or such Committee by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
- 6 -
<PAGE>
APPOINTMENT OF COMMITTEES
- -------------------------
SECTION 9. The Board of Directors may appoint such Committees, in addition to
the Executive Committee, as it may consider proper, and such Committees shall
exercise such powers and duties as the Board from time to time may prescribe.
The Board of Directors may designate alternate members of any Committee.
COMPENSATION OF DIRECTORS
- -------------------------
SECTION 10. Directors, excepting officers who are Directors, may receive such
compensation for their services as Directors, and as members of Committees, as
shall be fixed from time to time by resolution of the Board of Directors.
TRAVELING EXPENSES
- ------------------
SECTION 11. A Director attending any meeting of the Board of Directors shall be
allowed any proper expenses incurred in attending such meeting.
REMOVAL OF DIRECTORS
- --------------------
SECTION 12. Any or all of the directors may be removed by the shareholders only
for cause.
ARTICLE IV
EXECUTIVE COMMITTEE
-------------------
MEMBERSHIP AND APPOINTMENT
- --------------------------
SECTION 1. The Board of Directors may appoint not less than three Directors who
shall constitute the Executive Committee. Vacancies in the Executive Committee
may be filled at any meeting of the Board of Directors.
POWERS AND DUTIES
- -----------------
SECTION 2. The Executive Committee may advise with and aid the officers of the
Company in all matters concerning its interests and the management of its
business. When the Board of Directors is not in session the Executive Committee
shall have and may exercise all the powers of the Board of Directors, so far as
such may be delegated legally, with reference to the conduct of the business of
the Company, except that the Executive Committee shall not take any action to
amend the Restated Certificate of Incorporation or the By-Laws, to elect
Directors to fill vacancies on the Board or any Committee thereof, or to fix the
compensation of Directors for services in any capacity.
- 7 -
<PAGE>
MEETINGS
- --------
SECTION 3. Regular meetings of the Executive Committee may be held without call
or notice at such times and places as the Executive Committee from time to time
may fix. Special meetings of the Executive Committee may be called by the
Chairman of the Board, by a Vice Chairman of the Board, or by the President. The
Secretary shall call special meetings when requested to do so by any two members
thereof. Notice shall be given in the same manner as notice of special meetings
of the Board of Directors.
QUORUM
- ------
SECTION 4. At any meeting of the Executive Committee three members shall
constitute a quorum. Any action of the Executive Committee to be effective must
be authorized by the affirmative vote of a majority of the members thereof
present and in any event shall require not less than three affirmative votes.
RECORD OF MEETINGS
- ------------------
SECTION 5. The Secretary shall cause to be kept at his or her office the minutes
of the meetings of the Executive Committee. These minutes shall be presented to
the Board of Directors from time to time for their information.
ARTICLE V
OFFICERS
--------
ELECTION AND APPOINTMENT
- ------------------------
SECTION 1. The Board of Directors may elect from its number a Chairman of the
Board and one or more Vice Chairmen of the Board and shall elect a President and
may elect one or more Vice-Presidents, a Secretary, a Treasurer, and a
Controller, and may appoint such Assistant Secretaries, Assistant Treasurers,
and Assistant Controllers as it may determine. All officers shall serve during
the pleasure of the Board. The Board of Directors may create such other offices
as it may determine and appoint officers to fill such offices; fill vacancies
in any office; delegate to one or more officers any of the duties of any officer
or officers; and prescribe the duties of any officers.
CHAIRMAN OF THE BOARD - DUTIES
- ------------------------------
SECTION 2. The Chairman of the Board, if there be one, shall preside at all
meetings of shareholders, of the Board of Directors and, unless there is a
different Chairman of the Executive Committee, of the Executive Committee, and
shall have such other authority and perform such other duties as are prescribed
by these By-Laws and by the Board of Directors.
- 8 -
<PAGE>
VICE CHAIRMAN OF THE BOARD - DUTIES
- -----------------------------------
SECTION 3. Each Vice Chairman of the Board, if he is not the Chief Executive
Officer, shall have such authority and perform such duties as may be prescribed
by these By-Laws and the Chief Executive Officer.
A Vice Chairman of the Board, if he or she is the Chief Executive Officer, shall
have such authority and perform such duties as are prescribed by these By-Laws
and by the Board of Directors. The Vice Chairman of the Board (or, if there be
more than one, the Vice Chairman of the Board in the order designated by the
Board of Directors), in the absence or disability of the Chairman of the Board
and the President, shall preside at all meetings of the shareholders, of the
Board of Directors and, unless there is a different Chairman of the Executive
Committee, of the Executive Committee.
PRESIDENT - DUTIES
- ------------------
SECTION 4. The President, if he or she is not the Chief Executive Officer, shall
have such authority and perform such duties as may be prescribed by these
By-Laws and the Chief Executive Officer.
The President, if he or she is the Chief Executive Officer, shall have such
authority and perform such duties as are prescribed by these By-Laws and by the
Board of Directors. The President, in the absence or disability of the Chairman
of the Board, shall preside at all meetings of the shareholders, of the Board of
Directors and, unless there is a different Chairman of the Executive Committee,
of the Executive Committee.
CHIEF EXECUTIVE OFFICER - DUTIES
- --------------------------------
SECTION 5. The Board of Directors shall designate the Chairman of the Board, a
Vice Chairman of the Board, or the President as Chief Executive Officer. Such
Chief Executive Officer shall have the general direction of the affairs of the
Company, subject to the Board of Directors. He or she may appoint and discharge
agents and employees, and perform such other duties as are incident to his or
her office or delegated to him or her by the Board of Directors or which are or
may at any time be authorized or required by law.
In the absence or disability of the officer designated as Chief Executive
Officer, one of the other aforementioned officers (Chairman of the Board, Vice
Chairman of the Board, or President), as determined by the Board of Directors,
shall perform any and all of the duties of the Chief Executive Officer.
CHAIRMAN OF THE EXECUTIVE COMMITTEE - DUTIES
- --------------------------------------------
SECTION 6. The Chairman of the Executive Committee, if there be one, shall be a
Director and may be an employee of the Company. He or she shall preside at all
meetings of the Executive
- 9 -
<PAGE>
Committee and shall have such other authority and perform such other duties as
may be prescribed by these By-Laws, the Board of Directors and the Chief
Executive Officer.
VICE-PRESIDENT - DUTIES
- -----------------------
SECTION 7. Each Vice-President shall have the powers and duties incident to that
office and shall have such other powers and duties as are prescribed by the
By-Laws and from time to time by the Chief Executive Officer.
SECRETARY - DUTIES
- ------------------
SECTION 8. The Secretary shall be ex-officio Secretary of the Board of
Directors, the Executive Committee, and, unless otherwise determined by the
Committees, of all other standing Committees. He or she shall keep the minutes
of all meetings of the shareholders, the Board of Directors, the Executive
Committee, and, of all other standing Committees; and attend to serving and
giving all notices of the Company. He or she shall have charge of the corporate
seal, the stock certificate books and such other books, records, and papers as
the Board of Directors and the Executive Committee may direct; cause to be kept
a stock record containing the names alphabetically arranged of all persons who
are shareholders of the Company, showing their place of residence, the number of
shares of stock held by them respectively, the time when they respectively
became owners thereof, and the amount paid thereon; and shall perform such other
duties as may be incident to his or her office.
TREASURER - DUTIES
- ------------------
SECTION 9. The Treasurer shall keep or cause to be kept full and accurate
accounts of all receipts and disbursements in books belonging to the Company,
and shall have the care and custody of all funds and securities of the Company
and deposit such funds in the name of the Company in such bank or banks as the
Board of Directors or the Executive Committee or the Chief Executive Officer may
designate. The Treasurer is authorized to sign all checks, drafts, notes, bills
of exchange, orders for the payment of money, and any negotiable instrument of
the Company, but no such instrument shall be signed in blank. He or she shall
disburse the funds of the Company as may be ordered by the Board of Directors,
the Executive Committee, or the Chief Executive Officer. The Treasurer shall at
all reasonable times exhibit the books and accounts to any Director, and also,
provided the Board of Directors or the Executive Committee or the Chief
Executive Officer so orders, to any shareholder of the Company upon application
at the office of the Company by such shareholder during business hours; and he
or she shall give such bonds for the faithful performance of his or her duties
as the Board of Directors or the Executive Committee or the Chief Executive
Officer may determine, and he or she shall perform such other duties as are
prescribed by these By-Laws and as are incident to his or her office.
CONTROLLER - DUTIES
- -------------------
SECTION 10. The Controller shall be the chief accounting officer of the Company.
He or she shall keep or cause to be kept all books of accounts and accounting
records of the Company, and
- 10 -
<PAGE>
shall prepare or have prepared appropriate financial statements for submission
to the Board of Directors, Executive Committee, and shareholders. He or she
shall perform all other duties incident to his or her office.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
----------------------------------------------------
DIRECTORS AND OFFICERS
- ----------------------
SECTION 1(a). The Company shall indemnify its Directors and Officers and every
other person whom the Company may indemnify under the indemnification provisions
for Directors and Officers of the Business Corporation Law of New York as now in
effect or as hereafter amended to the full extent permissible under and
consistent with such provisions.
The right of indemnification provided in this Section 1 shall not be deemed
exclusive of any other rights to which such Director or Officer or other person
may be entitled apart from this Section 1.
SECTION 1(b). In furtherance and not in limitation of the provisions of Section
1(a) of this Article VI:
GENERAL
- -------
(i) The Company shall indemnify any person who is or was made or threatened to
be made a party to or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Company or any
other corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the Company is serving, has served or has agreed to serve
in any capacity at the request of the Company, by reason of the fact that such
person, such person's testator or intestate, is or was or has agreed to become a
director or officer of the Company, or is or was serving or has agreed to serve
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid or
to be paid in settlement, excise taxes or penalties, and costs, charges and
expenses, including attorneys' fees, incurred in connection with such action or
proceeding or any appeal therein; provided, however, that no indemnification
shall be provided to any such person if a judgment or other final adjudication
adverse to the director or officer establishes that (A) his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and, in either case, were material to the cause of action so adjudicated, or (B)
he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled; provided, further, that, except as
provided in Section 1(b)(vi) of this Article VI or as otherwise provided by
agreement, the Company shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board.
- 11 -
<PAGE>
NON-EXCLUSIVITY OF RIGHTS
- -------------------------
(ii) The Company may indemnify any person to whom the Company is permitted to
provide indemnification or the advancement of expenses by applicable law,
whether pursuant to rights granted pursuant to, or provided by, the New York
Business Corporation Law or other rights created by (A) a resolution of
shareholders, (B) a resolution of directors or (C) an agreement providing for
such indemnification, it being expressly intended that these By-Laws authorize
the creation of other rights in any such manner. The right to be indemnified and
to the reimbursement or advancement of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Section shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
By-Laws, agreement, vote of shareholders or directors or otherwise.
EXPENSES
- --------
(iii) The Company shall, from time to time, reimburse or advance to any person
referred to in Section 1(b)(i) of this Article VI the funds necessary for
payment of expenses, including attorneys' fees, incurred in connection with any
action or proceeding referred to in Section 1(b)(i), upon receipt of a written
undertaking by or on behalf of such person to repay such amount(s) if a judgment
or other final adjudication adverse to the director or officer establishes that
(A) his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the cause of action
so adjudicated, or (B) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.
INTERPRETATION OF RIGHTS TO INDEMNIFICATION
- -------------------------------------------
(iv) Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Section shall be
entitled to the greater of the indemnification (or advancement of expenses)
provided (A) under the applicable law in effect at the time of the occurrence of
the event or events giving rise to the action or proceeding, to the extent
permitted by law, or (B) under the applicable law in effect at the time
indemnification (or advancement of expenses) is sought.
OTHER RIGHTS
- ------------
(v) The right to be indemnified or to the reimbursement or advancement of
expenses pursuant to this Article VI, (A) shall be deemed to arise from a
contract between the Company and any person entitled to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Section 1(b) of
Article VI, pursuant to which such person may bring suit as if the provisions
hereof were set forth in a separate written contract between the Company and the
such person and (B) shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the estate, heirs,
executors and administrators of such person, and shall continue to exist after
the rescission or restrictive modification hereof with respect to events
occurring prior thereto.
- 12 -
<PAGE>
RIGHT OF CLAIMANT TO BRING SUIT
- -------------------------------
(vi) If a request to be indemnified is made under Section 1(b) of Article VI,
the Board shall make a determination pursuant to Section 723(b) of the New York
Business Corporation Law within 30 days after such request as to whether the
person so requesting indemnification is entitled to indemnification under this
Article VI and the New York Business Corporation Law. If a request to be
indemnified or for the reimbursement or advancement of expenses under Section
1(b) of Article VI is not paid in full by the Company within thirty days after a
written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the Company)
that the claimant has not met the standards of conduct which make it permissible
under the New York Business Corporation Law or hereunder for the Company to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Company. Neither the failure of the Company (including
its Board, independent legal counsel or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the New York Business Corporation
Law or hereunder, nor an actual determination by the Company (including its
Board, independent legal counsel or its shareholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
INSURANCE
- ---------
(vii) The Company may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the New York Business
Corporation Law.
SEPARABILITY
- ------------
(viii) If this Section 1(b) of Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify each director, officer, employee or agent
of the Company as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Section 1(b) of Article VI that
shall not have been invalidated and to the fullest extent permitted by
applicable law.
- 13 -
<PAGE>
EMPLOYEES
- ---------
SECTION 2. Any person made a party to or involved in any action, suit, or
proceeding (including a claim), whether civil, administrative, or criminal, by
reason of the fact that such person, such person's testator or intestate, is or
was an employee of the Company or of any corporation which such person, such
person's testator or intestate served as such at the request of the Company, or
by reason of his or her alleged negligence or misconduct in the performance of
his or her duties as such employee, may be indemnified by the Company against
the reasonable expenses, including attorney's fees, actually and necessarily
incurred by him or her in connection with the defense of such action, suit, or
proceeding, or in connection with any appeal therein, or in connection with the
disposition thereof, provided, however, that no indemnification shall be
provided to any such person if a judgment or other final adjudication adverse to
the employee establishes that (A) his or her acts were committed in bad faith or
were the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (B) he or she personally
gained in fact a financial profit or other advantage to which he or she was not
legally entitled.
The right of indemnification provided by this Section 2 shall not be deemed
exclusive of any other rights to which such employee may be entitled apart from
this Section 2.
ARTICLE VII
CORPORATE SEAL
--------------
CORPORATE SEAL
- --------------
SECTION 1. The seal of the Company shall be circular in form and shall have
inscribed thereon the name of the Company, the state of its organization (New
York), the year of its creation (1912), and the words "Corporate Seal."
ARTICLE VIII
WAIVER OF NOTICE
----------------
WAIVER OF NOTICE
- ----------------
SECTION 1. Whenever under the provisions of these By-Laws or any of the
Corporate Laws of the State of New York, the Board of Directors or any Committee
is authorized to take any action after notice or after lapse of a prescribed
period of time, such action may be taken without notice and without the lapse of
any period of time, if such action be authorized or approved and the
requirements waived by each member entitled to notice. Such authorization or
approval and such waiver shall be filed with the Secretary of the Company.
- 14 -
<PAGE>
ARTICLE IX
AMENDMENTS
----------
AMENDMENTS BY SHAREHOLDERS
- --------------------------
SECTION 1. These By-Laws may be altered, amended, or repealed by the
shareholders at any annual meeting, or at any at any special meeting called for
that purpose, by the affirmative vote of holders of record of a majority of the
shares of the stock represented at such meeting entitled to vote thereon either
in person or by proxy.
AMENDMENTS BY DIRECTORS
- -----------------------
SECTION 2. These By-Laws may be altered, amended, or repealed at any regular or
special meeting of the Board of Directors by the vote of a majority of the total
number of Directors. Any By-Laws made by the Board of Directors may be altered,
amended, or repealed by the shareholders at any annual meeting, or at any
special meeting called for that purpose, by the affirmative vote of holders of
record of a majority of the shares of the stock represented at such meeting
entitled to vote thereon either in person or by proxy.
- 15 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet and the Condensed Consolidated
Statement of Income of this Form 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 60,500
<SECURITIES> 0
<RECEIVABLES> 617,200
<ALLOWANCES> 18,600
<INVENTORY> 671,200
<CURRENT-ASSETS> 1,496,700
<PP&E> 2,028,900
<DEPRECIATION> 967,500
<TOTAL-ASSETS> 3,946,100
<CURRENT-LIABILITIES> 1,226,800
<BONDS> 692,300
123,200
0
<COMMON> 372,900
<OTHER-SE> 1,077,400
<TOTAL-LIABILITY-AND-EQUITY> 3,946,100
<SALES> 937,700
<TOTAL-REVENUES> 937,700
<CGS> 683,500
<TOTAL-COSTS> 683,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,800
<INCOME-PRETAX> 92,300
<INCOME-TAX> 35,500
<INCOME-CONTINUING> 54,200
<DISCONTINUED> (1,600)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,600
<EPS-PRIMARY> .72
<EPS-DILUTED> .70
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains restated summary financial information to reflect
the merger with Rohr, Inc. which occurred in the fourth quarter of 1997 and
was accounted for as a pooling of interests. It also contains a restatement
of the earnings per share calculations in conformity with FAS #128.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> DEC-31-1995 DEC-31-1996
<CASH> 144,900 137,100
<SECURITIES> 0 0
<RECEIVABLES> 495,900 553,700
<ALLOWANCES> 24,700 26,200
<INVENTORY> 614,100 646,400
<CURRENT-ASSETS> 1,403,800 1,407,900
<PP&E> 2,036,300 2,182,700
<DEPRECIATION> 960,000 1,040,700
<TOTAL-ASSETS> 3,387,500 3,579,800
<CURRENT-LIABILITIES> 770,200 854,200
<BONDS> 963,000 881,400
122,200 122,600
0 0
<COMMON> 197,100 352,700
<OTHER-SE> 778,800 873,100
<TOTAL-LIABILITY-AND-EQUITY> 3,387,500 3,579,800
<SALES> 2,661,800 2,845,800
<TOTAL-REVENUES> 2,661,800 2,845,800
<CGS> 1,973,300 2,042,500
<TOTAL-COSTS> 1,973,300 2,042,500
<OTHER-EXPENSES> 3,100 11,200
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 98,600 89,300
<INCOME-PRETAX> 157,200 194,400
<INCOME-TAX> 57,300 68,400
<INCOME-CONTINUING> 94,800 115,500
<DISCONTINUED> 47,300 58,400
<EXTRAORDINARY> (1,200) 0
<CHANGES> 0 0
<NET-INCOME> 140,900 173,900
<EPS-PRIMARY> 2.12 2.61
<EPS-DILUTED> 2.01 2.48
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains restated summary financial information to reflect
the merger with Rohr, Inc. which occurred in the fourth quarter of 1997 and
was accounted for as a pooling of interests. It also contains a restatement
of the earnings per share calculations in conformity with FAS #128.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 150,400 226,300 280,500
<SECURITIES> 12,100 11,200 11,200
<RECEIVABLES> 547,200 562,300 522,400
<ALLOWANCES> 24,800 20,000 21,400
<INVENTORY> 619,200 595,100 578,900
<CURRENT-ASSETS> 1,407,900 1,477,800 1,524,400
<PP&E> 2,072,900 2,072,900 1,954,200
<DEPRECIATION> 1,001,900 1,010,200 935,000
<TOTAL-ASSETS> 3,512,300 3,568,500 3,515,900
<CURRENT-LIABILITIES> 732,300 722,000 686,300
<BONDS> 853,900 843,500 802,000
122,800 122,900 123,000
0 0 0
<COMMON> 364,100 364,800 365,700
<OTHER-SE> 998,200 1,055,900 1,091,700
<TOTAL-LIABILITY-AND-EQUITY> 3,512,300 3,568,500 3,515,900
<SALES> 764,200 1,610,700 2,480,900
<TOTAL-REVENUES> 764,200 1,610,700 2,480,900
<CGS> 561,200 1,179,200 1,830,900
<TOTAL-COSTS> 561,200 1,179,200 1,830,900
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 18,800 38,100 54,500
<INCOME-PRETAX> 51,800 159,400 223,100
<INCOME-TAX> 19,400 59,800 83,500
<INCOME-CONTINUING> 29,800 94,300 131,700
<DISCONTINUED> 64,100 67,500 84,300
<EXTRAORDINARY> 0 0 (2,600)
<CHANGES> 0 0 0
<NET-INCOME> 93,900 161,800 213,400
<EPS-PRIMARY> 1.33 2.29 3.01
<EPS-DILUTED> 1.27 2.16 2.88
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains restated summary financial information to reflect
the merger with Rohr, Inc. which occurred in the fourth quarter of 1997 and
was accounted for as a pooling of interests. It also contains a restatement
of the earnings per share calculations in conformity with FAS #128.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 78,000 97,300 88,200
<SECURITIES> 0 0 0
<RECEIVABLES> 501,600 517,900 543,200
<ALLOWANCES> 25,300 26,400 28,700
<INVENTORY> 700,000 736,700 723,000
<CURRENT-ASSETS> 1,378,400 1,443,700 1,444,200
<PP&E> 2,073,900 2,103,600 2,136,400
<DEPRECIATION> 987,400 999,900 1,024,500
<TOTAL-ASSETS> 3,384,100 3,566,400 3,584,500
<CURRENT-LIABILITIES> 844,300 956,000 911,800
<BONDS> 888,100 867,600 867,600
122,300 122,400 122,500
0 0 0
<COMMON> 332,700 347,800 350,400
<OTHER-SE> 654,300 762,500 830,900
<TOTAL-LIABILITY-AND-EQUITY> 3,384,100 3,566,400 3,584,500
<SALES> 648,300 1,334,200 2,064,600
<TOTAL-REVENUES> 648,300 1,334,200 2,064,600
<CGS> 468,900 951,400 1,484,000
<TOTAL-COSTS> 468,900 951,400 1,484,000
<OTHER-EXPENSES> 4,000 4,000 4,000
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 23,100 45,200 68,000
<INCOME-PRETAX> 33,500 90,700 139,700
<INCOME-TAX> 11,900 32,600 49,500
<INCOME-CONTINUING> 19,000 52,900 82,300
<DISCONTINUED> (1,300) 11,600 55,300
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 17,700 64,500 137,600
<EPS-PRIMARY> 0.27 0.99 2.08
<EPS-DILUTED> 0.27 0.94 1.97
</TABLE>
