Goodrich to spin off Engineered Industrial Products

Goodrich Corporation, Charlotte, NC, is planning a tax-free spin-off of the company's Engineered Industrial Products business to shareholders. This transaction will create two publicly traded companies by early 2002 with distinct products and markets. Application will be made to list the new shares on the New York Stock Exchange. The spin- off is expected to be completed in early 2002.

The new industrial company, a supplier of sealing technologies, compressor systems and specialty industrial bearings, is expected to have annual revenues of $800 million in 2002, including the full-year contribution of the Glacier Industrial Bearings acquisition. It also will manufacture engines used in naval ships, locomotives and electric power plants, and a variety of other products. The company will have 5,000 employees worldwide with a portfolio of brands including Garlock, Quincy, Stemco, Fairbanks Morse and Glacier.

According to the plan, Goodrich shareholders will receive one share in the new industrial company for every five Goodrich shares they own as of the record date for the distribution. Goodrich will treat its Engineered Industrial Products segment, which it acquired in 1999 with the Coltec Industries merger, as a discontinued operation beginning in the third quarter of 2001.

Ernest F. Schaub, the COO of the Engineered Industrial Products segment will become the CEO and a director of the new company, and William R. Holland, the former chairman of United Dominion Industries and a current member of the Goodrich Board of Directors, will become the company's non-executive chairman. In addition, Michael J. Leslie, currently group president, Sealing Products, in the industrial segment, will become COO. The name of the new industrial company, which will be headquartered in Charlotte, NC, will be announced.

Commenting on the spin-off plan, chairman and CEO David L. Burner said, 'We are taking this action to enhance shareholder value. By establishing two independent companies, investors will be better able to evaluate the investment merits of our aerospace and industrial businesses in light of their respective performance and opportunities versus peer companies. Each company will be better able to focus on the needs of their own customers and markets.'

From a financial perspective, the new industrial company will include substantially all the assets and liabilities of the Engineered Industrial Products segment, including the associated asbestos liabilities and related insurance. Goodrich expects to offer to exchange the outstanding Coltec public debt and trust preferred securities obligations for similar Goodrich securities prior to the spin-off. Assuming that these exchange offers are fully subscribed, the new company will have total debt of approximately $190 million at the time of the spin-off. The Goodrich Board of Directors plans to review its dividend policy prior to the spin-off for appropriate alignment with the growth profile and investment opportunities of the new Goodrich.

Goodrich Corporation will continue as a premier global supplier of aerospace components, systems and services with expected revenues in excess of $4.2 billion for 2001 and a strong history of profitable growth. Commenting on Goodrich's future prospects, Burner said, 'We have built one of the most admired, diverse and best-performing aerospace companies in the world. The mix of our business in terms of products, markets, customers and the original equipment/aftermarket balance underscores our ability to continue to grow profitably on a sustained basis. In addition, we have a rich portfolio of technologies that we are leveraging in a variety of non-aerospace markets to enhance our growth prospects.'

According to Schaub, 'Over the last two years as part of Goodrich, our industrial businesses have been strengthened considerably. We have made important acquisitions, invested in new products, and implemented Goodrich's successful strategic planning, lean manufacturing, quality and innovation processes. Various restructuring activities have also been completed or are under way to streamline our cost structure and improve efficiency. As a result, these businesses continue to perform well financially in a difficult economic environment and are well-positioned for the future. These accomplishments speak to the fundamental strengths of the industrial businesses, the quality of our people and the opportunities we will have as a financially strong, stand-alone company.'