SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 15, 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)
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
------------
Not Applicable
---------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
- ------- ------------
On April 15, 1999, The B.F.Goodrich Company issued a press release
announcing its financial results for the quarter ended March 31, 1999. Reference
is made to Exhibit 99 hereto which is a copy of the press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
99 Press release dated April 15, 1999
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 hereunto duly authorized.
THE B.F.GOODRICH COMPANY
By /s/Nicholas J. Calise
-----------------------------
Nicholas J. Calise, Secretary
Dated: April 20, 1999
Exhibit 99
Media Contact: Rob Jewell (330) 659-7999
Investor Contact: John Bingle (330) 659-7788
BF GOODRICH CONTINUES TO ACHIEVE
SIGNIFICANT EARNINGS GROWTH
RICHFIELD, Ohio, April 15, 1999 - The BFGoodrich Company announced
today that net income, excluding special items, increased 21 percent in the
first quarter, compared with the same period a year ago.
David L. Burner, BFGoodrich chairman and chief executive officer, said,
"We are off to an excellent start this year and remain on target for another
year of significant earnings growth. Our aerospace businesses continue to
achieve outstanding results, as demand for aircraft systems, products and
services, particularly in the aftermarket, remains strong. Many markets for our
performance materials businesses remain weak, but we expect margins to increase
throughout the year as demand strengthens and we realize the benefits of
aggressive actions to streamline operations, improve efficiencies and reduce
costs."
On April 9, shareholders of BFGoodrich and Coltec Industries Inc
overwhelmingly approved a merger of the two companies. Completion of the merger
is now awaiting clearance from the Federal Trade Commission and resolution of
lawsuits filed by AlliedSignal and Crane Company.
"The merger with Coltec adds a strong, growing and highly profitable
company to our own," Burner said. "We expect that the addition of Coltec will
be immediately accretive to earnings."
BFGoodrich's first quarter net income of $65.8 million, or 88 cents a
diluted share, excluding special items, increased 21 percent compared with $54.2
million, or 72 cents a diluted share in the 1998 first quarter. Results in the
1999 first quarter exclude an after-tax charge of $16.5 million, or 22 cents a
diluted share, related to restructuring costs, primarily involving the
Performance Materials Segment. Results in the 1998 first quarter exclude a $1.6
million after-tax charge (2 cents a diluted share) related to discontinued
operations. Including these special items, net income as reported in the 1999
first quarter was $49.3 million, or 66 cents a diluted share, compared with
$52.6 million, or 70 cents a diluted share in 1998.
Sales for the first quarter of 1999 were $1,035.6 million, compared
with $937.7 million in the first quarter a year ago.
The company's Aerospace Segment had operating income of $112.2 million
in the 1999 first quarter, compared with $87.9 million a year ago. Aerospace
Segment sales were $735.6 million in this year's first quarter, compared with
$685.3 million in the 1998 first quarter.
Excluding a one-time pre-tax charge of $20.6 million for restructuring,
the Performance Materials Segment had operating income of $33.2 million in the
1999 first quarter, compared with $36.6 million in the similar quarter a year
ago. Sales for the 1999 first quarter were $300 million, compared with $252.4
million in the 1998 first quarter. First quarter 1999 operating income and sales
totals include results from Freedom Chemical which was acquired in March 1998.
BFGoodrich provides aircraft systems and services and manufactures
performance materials that are sold to customers worldwide and used in thousands
of consumer and industrial products.
The following tables provide more detailed information about BFGoodrich
results for the first quarter of 1999 and 1998.
[Part of this announcement contains forward-looking statements that involve
risks and uncertainties, and actual results could differ materially from those
projected in the forward-looking statements. The risks and uncertainties are
detailed from time to time in reports filed with the Securities and Exchange
Commission, including but not limited to the last section of the Management's
Discussion and Analysis entitled "Forward-Looking Information is Subject to Risk
and Uncertainty" contained in the company's Annual Report on Form 10-K and in
other filings.]
<PAGE>
THE BFGOODRICH COMPANY
(Dollars in millions except per share amounts)
Three Months Ended March 31
1999 1999
As Reported Adjusted(A) 1998
Sales (from Continuing
Operations) $1,035.6 $1,035.6 $937.7
Income from Continuing Operations
before Income Taxes and
Trust Distributions 82.3 108.5 92.3
Income Tax Expense (30.4) (40.1) (35.5)
Distributions on Trust
Preferred Securities (2.6) (2.6) (2.6)
Income from Continuing
Operations 49.3 65.8 54.2
Income (Loss) from Discontinued
Operations - - (1.6)
Net Income $ 49.3 $ 65.8 $ 52.6
Income (Loss) Per Share:
Basic
Continuing Operations $ .66 $ .88 $ .74
Discontinued Operations - - (.02)
Net Income $ .66 $ .88 $ .72
Diluted
Continuing Operations $ .66 $ .88 $ .72
Discontinued Operations - - (.02)
Net Income $ .66 $ .88 $ .70
Weighted - Average Number
of Shares Outstanding
(in millions):
Basic 74.4 74.4 72.8
Diluted 74.8 74.8 75.0
(A) Results exclude the effect of an after-tax charge of $16.5 million, or 22
cents a diluted share, related to restructuring costs.
<PAGE>
BFGOODRICH SEGMENT REPORTING
(Dollars in millions)
Three Months Ended March 31
1999 1999
As Reported Adjusted(A) 1998
Sales:
Aerospace:
Aerostructures $ 310.2 $ 310.2 $302.6
Landing Systems 162.8 162.8 142.9
Sensors & Integrated Systems 152.5 152.5 140.2
Maintenance, Repair & Overhaul 110.1 110.1 99.6
Total Aerospace 735.6 735.6 685.3
Performance Materials:
Textiles and Industrial Coatings 153.7 153.7 121.2
Polymer Additives and
Specialty Plastics 105.5 105.5 110.3
Consumer Specialties 40.8 40.8 20.9
Total Performance Materials 300.0 300.0 252.4
Total Sales $1,035.6 $1,035.6 $937.7
Segment Operating Income:
Aerospace:
Aerostructures $ 50.7 $ 50.7 $ 39.5
Landing Systems 24.1 24.1 15.9
Sensors & Integrated Systems 29.3 29.3 28.0
Maintenance, Repair & Overhaul 8.1 8.1 4.5
Total Aerospace 112.2 112.2 87.9
Performance Materials:
Textile and Industrial Coatings (3.7) 8.3 15.7
Polymer Additives and
Specialty Plastics 12.6 19.2 15.3
Consumer Specialties 3.7 5.7 5.6
Total Performance Materials 12.6 33.2 36.6
Total Segment Operating Income $ 124.8 $ 145.4 $124.5
(A)Total Segment and Performance Materials' operating income amounts exclude
the effect of a $20.6 special charge related to restructuring costs.
