<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
 
<TABLE>
<S>        <C>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
                                                    REQUIRED]
                                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                                                       OR
   / /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                                [NO FEE REQUIRED]
                                        FOR THE TRANSITION PERIOD FROM TO
                                          COMMISSION FILE NUMBER 1-7568
</TABLE>
 
                           --------------------------
 
                             COLTEC INDUSTRIES INC
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                       <C>
      PENNSYLVANIA              13-1846375
(State of Incorporation)     (I.R.S. Employer
                            Identification No.)
 
    430 PARK AVENUE,
     NEW YORK, N.Y.                10022
 (Address of principal          (Zip Code)
   executive offices)
</TABLE>
 
       Registrant's telephone number, including area code: (212) 940-0400
                           --------------------------
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                                                    NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                     ON WHICH REGISTERED
----------------------------------------------  -----------------------------
<S>                                             <C>
Common Stock, par value $.01 per share          New York Stock Exchange
                                                Pacific Stock Exchange
11 1/4% Debentures Due December 1, 2015         Pacific Stock Exchange
</TABLE>
 
        Securities registered pursuant to Section 12(g) of the Act: None
                           --------------------------
 
    Indicate  by check  mark whether  the registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days. Yes _X_  No ____
                           --------------------------
 
    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated  by referenced in  Part III of  this Form 10-K  or any amendment to
this Form 10-K. _X_
 
    On  March  1,  1996,  there  were  outstanding  70,168,963  shares  of   the
registrant's  Common Stock,  par value  $.01 per  share. On  March 1,  1996, the
aggregate market value  of the  registrant's voting  stock (based  on a  closing
price  of $13.50 per share held by non-affiliates was $942,077,750. For purposes
of the foregoing calculation, all directors and officers of the registrant  have
been  deemed to  be affiliates,  but the registrant  disclaims that  any of such
directors or officers is an affiliate.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of  the registrant's  1995 Annual  Report to  its shareholders  are
incorporated  by reference into Part I (Item 1),  Part II (Items 6, 7 and 8) and
Part IV (Item 14) hereof.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART 1
 
ITEM 1.  BUSINESS.
 
    Coltec  Industries Inc and its  consolidated subsidiaries (together referred
to as "Coltec") manufacture  and sell a  diversified range of  highly-engineered
aerospace,  automotive and  industrial products in  the United States  and, to a
lesser extent, abroad. Coltec's operations are conducted through three principal
segments: Aerospace/Government, Automotive and Industrial. Set forth below is  a
description  of  the  business  conducted  by  the  respective  divisions within
Coltec's  three  industry  segments.  The  tabular  five-year  presentation   of
financial  information in  respect of  each industry  segment under  the caption
"Industry  Segment  Information"   of  Coltec's  1995   Annual  Report  to   its
shareholders and the information in Note 10 of the Notes to Financial Statements
of  Coltec's 1995 Annual  Report to its shareholders  are incorporated herein by
reference.
 
AEROSPACE/GOVERNMENT
 
    Through its Aerospace/Government segment,  Coltec is a leading  manufacturer
of  landing gear systems, engine fuel  controls, turbine blades, fuel injectors,
nozzles and related components  for commercial and  military aircraft, and  also
produces  high-horsepower diesel  engines for  naval ships  and diesel,  gas and
dual-fuel engines  for electric  power plants.  The operating  units,  principal
products  and  principal  markets  of the  Aerospace/Government  segment  are as
follows:
 
<TABLE>
<CAPTION>
        OPERATING UNITS                      PRINCIPAL PRODUCTS                        PRINCIPAL MARKETS
-------------------------------    --------------------------------------    --------------------------------------
<S>                                <C>                                       <C>
Menasco                            Aircraft  landing  gear  systems   and    Aircraft  manufacturers,  domestic and
                                    components, flight control  actuation     foreign airlines
                                    systems,  other  aircraft  components
                                    and repair and overhaul
Chandler Evans Control Systems     Fuel pumps  and  control  systems  for    Aircraft engine manufacturers
                                    aircraft engines
Walbar                             Blades,  vanes and  discs for  jet and    Aircraft  engine  and  stationary  gas
                                    other  gas  turbine  engines; protec-     turbine manufacturers
                                    tive coatings  for  gas  turbine  en-
                                    gines
Delavan Gas Turbine Products       Fuel  injectors,  spraybars  and other    Aircraft engine manufacturers
                                    components for gas turbine engines
Lewis Engineering                  Cockpit instrumentation and sensors       Commercial and  military aircraft  and
                                                                              engine manufacturers
Fairbanks Morse Engine             Large  engines powered  by diesel fuel    U.S. Navy, electric utilities
                                    or natural gas
</TABLE>
 
    With  reductions  in  domestic  military  spending,  Coltec  has  placed  an
increasing  emphasis on sales by  its Aerospace/Government segment to commercial
aircraft manufacturers. In addition to producing landing gear and flight control
actuation systems  for  various  Boeing,  McDonnell  Douglas,  Lockheed  Martin,
Fokker,  Bombardier, and  other aircraft, Coltec  has been  awarded contracts to
supply a  completely  integrated landing  gear  system for  the  Boeing  737-700
aircraft and derivatives and the Bombardier Dash 8-400 commuter aircraft. Coltec
has  also  been  successful  in increasing  its  penetration  of  the commercial
aircraft engine market,  including the  commuter aircraft  and general  aviation
markets, through its Chandler Evans Control Systems Division, Walbar and Delavan
subsidiaries.  See "Aerospace  Controls", "Aircraft Engine  Components" and "Gas
Turbine Products" below.
 
    In most  of  the  operating units  in  this  segment, Coltec  is  a  leading
manufacturer  in  the  markets  it  services  and  has  focused  its  efforts on
manufacturing  quality  products  involving   a  high  engineering  content   or
proprietary  technology. In many cases in  which Coltec developed components for
use in a specific aircraft, Coltec has become the primary source for replacement
parts and, in some cases,
 
                                       1
<PAGE>
service for these products  in the aftermarket. Many  of the programs for  which
Coltec  has been awarded a  contract or for which Coltec  has been selected as a
manufacturer are  subject  to  termination or  modification.  See  "--  Contract
Risks".
 
    LANDING GEAR AND FLIGHT CONTROL SYSTEMS
 
    Coltec,  through its Menasco Aerosystems  Division and its Menasco Aerospace
Division of  its Canadian  subsidiary, Coltec  Aerospace Canada  Ltd.  (together
referred  to  as  "Menasco"),  designs, manufactures  and  markets  landing gear
systems, parts and  components for medium-to-heavy  commercial aircraft and  for
military  aircraft  and provides  spare parts  and  overhaul services  for these
products.  Menasco  is  one  of  the  leading  suppliers  of  landing  gear  for
medium-to-heavy   commercial  and   military  aircraft.  It   also  designs  and
manufactures aircraft flight control actuation systems. Landing gear,  including
components,  parts, and overhaul services for landing gear, accounted for 84% of
Menasco's sales and 11% of Coltec's sales during 1995. For the years 1995,  1994
and  1993, commercial  sales accounted  for 77%,  64% and  62%, respectively, of
Menasco's total sales.
 
    Menasco has been awarded contracts to supply the main and nose landing  gear
for  the Boeing 777 aircraft and during  1995, 20 shipsets were delivered to The
Boeing Company ("Boeing"). Delivery of landing gear for the Boeing 777  aircraft
commenced  in 1993. Boeing has announced that 230 firm orders and options for an
additional 140 of its  777 aircraft have  been placed as  of December 31,  1995.
Menasco  has been selected by Bombardier as the supplier of the complete landing
gear system for the Dash 8-400 commuter aircraft. Other commercial programs  for
which  Menasco is currently  producing landing gear  and flight controls include
the main and nose  landing gear for  the Boeing 757  aircraft, the main  landing
gear  for the existing Boeing 737 aircraft and the new 737-600/700/800 aircraft,
the nose landing gear for the Boeing 767 aircraft, the main landing gear for the
McDonnell Douglas MD-80/90 aircraft and Fokker 70/100 aircraft, and nose landing
gear components  for the  Airbus Industrie  330/340 aircraft.  Menasco  supplies
flight controls for the Canadair RJ-601 aircraft and Fokker 70/100 aircraft.
 
    Menasco's  military products include the main  and nose landing gear for the
Taiwanese Indigenous Defense  Fighter being built  for the Taiwanese  government
and  it is developing the  main and nose landing gear  for the Lockheed F-22 Air
Superiority Fighter. In addition, Menasco is supplying the nose landing gear and
drag brace  for  the Bell/Boeing  V-22  Osprey including  engineering  and  test
support.  Other  military  programs  for which  Menasco  is  currently producing
landing gear include the  main and tail landing  gear for the McDonnell  Douglas
AH-64  Apache helicopter, the  F-15 aircraft and the  new F/A-18E/F Navy fighter
aircraft currently under development for the U.S. Navy. The latter two  programs
were  part of  the 1995 acquisition  of the AlliedSignal  landing gear business.
Other programs  include  the flight  controls  for the  McDonnell  Douglas  C-17
military  transport and the  main and nose  landing gear for  the F-16 and C-130
aircraft produced by Lockheed Martin Corp.
 
    Landing gear  and flight  controls are  designed for  specific aircraft  and
produced by a single manufacturer. Menasco has been the sole production supplier
of  this equipment for each program it has  been awarded. The price of a landing
gear system constitutes approximately 2% of the total cost of an aircraft.
 
    In addition to manufacturing and marketing aircraft landing gear and  flight
controls,  Menasco provides complete overhaul services  on a worldwide basis for
landing gear and actuation systems through its overhaul facilities.
 
    The market for landing  gear is highly competitive,  with a small number  of
airframe manufacturers evaluating potential suppliers based on design, price and
record  of  past  performance.  Menasco  has  made  significant  investments  in
long-term marketing  to  promote working  relationships  with customers  and  to
enhance   Menasco's   engineering   department's   understanding   of   customer
requirements. Menasco believes it is  this engineering expertise, together  with
its record of on-time delivery, quality and price, which has made Menasco one of
the  leading  producers  of  medium-to  heavy-aircraft  landing  gear worldwide.
Menasco's primary domestic  competitor is  Cleveland Pneumatic  Division of  The
 
                                       2
<PAGE>
B.F.  Goodrich Company and the principal  foreign competitor is Messier-Dowty of
France, England  and  Canada.  The overhaul  business  has  become  increasingly
competitive. Menasco believes its competitive strengths in the overhaul business
include its name, which carries a reputation for quality and service.
 
    Raw  materials and  finished products  essential to  Menasco's manufacturing
operations are available in sufficient quantity from a reliable supplier base.
 
    AEROSPACE CONTROLS
 
    Coltec, through  its  Chandler  Evans Control  Systems  Division  ("Chandler
Evans"),  manufactures a variety  of aircraft engine  fuel control systems, fuel
pumps and engine and  aircraft components for  the aerospace industry.  Chandler
Evans'  products  are  highly  engineered  and  contain  proprietary technology.
Principal customers for the products  include gas turbine engine  manufacturers,
aircraft   manufacturers,  domestic  and   foreign  airlines,  commercial  fleet
operators and  the  military  services.  For the  years  1995,  1994  and  1993,
commercial  sales  accounted for  80%, 74%  and  67%, respectively,  of Chandler
Evans' total sales.
 
    For the commercial aircraft engine market, Chandler Evans produces the  main
fuel  pump for certain  models of the  General Electric CF-6  and CF-34 engines,
both used  on  various  commercial  aircraft, and  the  Full  Authority  Digital
Electronic  Fuel  Control System  ("FADEC") for  the AlliedSignal  Engines LF507
engine used  on the  British  Aerospace BAE  146  aircraft. Chandler  Evans  has
developed  a FADEC for the Allison 250  engine and deliveries began in mid-1995.
Also, Chandler Evans has developed a FADEC for the LHTEC T800 helicopter engine,
a joint  venture of  Allison Engine  Company and  AlliedSignal Garrett  and  was
selected to develop the FADEC for the Allison LTS-800 commercial engine.
 
    For  the military aircraft  engine market, Chandler  Evans produces the main
and afterburner fuel  pumps for the  General Electric F-404  engine used on  the
McDonnell  Douglas F-18 aircraft and the main fuel pump for the General Electric
F-414 engine. FADEC systems are produced for AlliedSignal Engine's T-55  engines
for  the Boeing Chinook helicopters in service  with the U.S. Army, the UK Royal
Air Force and the Royal Netherlands Air Force. The hydromechanical fuel  control
systems  for AlliedSignal Engine's T-53 engine  continues in service on the Bell
UH-1, Cobra and Kaman K-MAX helicopters.
 
    Chandler Evans is the sole source  for the pumps and fuel systems  described
above  and supports these products with  aftermarket sales of spare units, parts
and overhaul service.  For the year  1995, 43% of  Chandler Evans revenues  were
attributable to the aftermarket. Aftermarket sales are very significant, because
proprietary  programs  allow  Chandler  Evans  to  realize  favorable  operating
margins.
 
    Chandler  Evans  competes  with  Argo-Tech  and  the  Aviation  Division  of
Sundstrand  Corporation in fuel pumps and  with the AlliedSignal Bendix Division
of AlliedSignal  Inc. ("AlliedSignal")  and the  Hamilton Standard  Division  of
United Technologies Corporation in fuel controls.
 
    AIRCRAFT ENGINE COMPONENTS
 
    Coltec,  through its  Walbar Inc  subsidiary and  Walbar Canada  Division of
Coltec Aerospace Canada  Ltd. (together referred  to as "Walbar"),  manufactures
turbine  components  and turbine  and  compressor rotating  parts  primarily for
aircraft gas  turbine engines  and  for land-based,  marine and  industrial  gas
turbine  applications, and  performs services  including repairs  and protective
coatings for these products. Coltec believes  that Walbar is one of the  leading
independent   manufacturers  of  blades,  turbine  vanes  and  nozzle  segments,
impellers and rotating components for jet engines.
 
    Walbar  manufactures  products  for  various  commercial  engines  used   on
commercial  and  military  aircraft manufactured  by  Boeing,  Airbus Industrie,
McDonnell Douglas,  Bombardier, Cessna,  Beech, Lear  Jet and  others.  Walbar's
blades, vanes and discs are employed on many of the leading models of turboprop,
business  jet  and commuter  aircraft currently  in  service. Walbar  supplies a
number of  different turbine  blades for  most of  the Pratt  & Whitney  Canada,
AlliedSignal and General Electric
 
                                       3
<PAGE>
Company ("General Electric") engine families. These engines are designed for use
on  several  business  and regional  commuter  aircraft and  also  have military
applications. Targeting  the  commuter  aircraft  market  is  part  of  Walbar's
strategy  of  emphasizing  the  production  of  turbine  engine  components  for
commercial aircraft applications. For the years 1995, 1994 and 1993,  commercial
sales  accounted for approximately  84%, 78% and  85%, respectively, of Walbar's
total sales.
 
    Following the  reduction in  military aircraft  engine funding,  Walbar  has
focused  on non-aerospace applications  and has significant  market share in the
locomotive turbo charger and gas turbine power generation markets.
 
    Chromalloy American Corporation  and Howmet  Turbine Components  Corporation
provide  competition  in all  aspects of  this  industry. In  addition, Walbar's
principal customers possess, in varying degrees, integrated production  capacity
for  producing  and  servicing  the  components  that  Walbar  supplies.  In the
aftermarket, Walbar is  providing repair  and overhaul services  of various  gas
turbine  components  to the  airlines.  Walbar's proprietary  protective coating
technology are used by most gas turbine manufacturers.
 
    GAS TURBINE PRODUCTS
 
    Coltec, through  its Delavan  Inc subsidiary  operating as  the Delavan  Gas
Turbine  Products  Division  ("Delavan"),  manufactures  custom  engineered fuel
injectors, afterburner  spraybars and  other fuel  distribution accessories  for
commercial  and  military  gas  turbine engines.  The  primary  market  niche is
injection equipment for the commuter and regional airline engine market.
 
    Delavan's products  are designed  and developed  to customer  specifications
using  computer-aided  design  and  manufacturing  processes  and  are  marketed
directly to  engine  manufacturers  pursuant  to  production  orders.  Principal
customers  for  this  business segment  include  General  Electric, AlliedSignal
Engine, Pratt  &  Whitney Canada  and  Rolls Royce's  Allison  Engine  Division.
Delavan  supports  these  products with  aftermarket  sales of  spare  parts and
overhaul services, both to the engine  manufacturers and the airline users,  and
this  is the fastest  growing segment of the  business. Another business segment
involves the  sale of  fuel injection  components and  spare parts  directly  to
military  logistics commands in support of  gas turbine engines currently in the
Defense Department  inventory. For  the years  1995, 1994  and 1993,  commercial
sales accounted for 75%, 78% and 69%, respectively, of Delavan's total sales.
 
    Delavan competes worldwide with Parker-Hannifin Corporation and Fuel Systems
Textron.  Competitive pressure  is focused  on price  in the  original equipment
manufacturer ("OEM") segment of  the business and on  price and delivery in  the
aftermarket  segment. While not a major  factor in the large, commercial airline
engine market, Delavan  has, by far,  the leading market  share position in  the
commuter,  business  jet  and  regional  airline  engine  fuel  injection market
segment.
 
    AIRCRAFT INSTRUMENTATION
 
    Coltec,  through  its  Lewis  Engineering  Company,  designs,  develops  and
produces electro-mechanical and electronic instrumentation for aircraft cockpits
and  temperature sensors  for aircraft and  engine systems.  Lewis competes with
several manufacturers of aircraft instruments.
 
    ENGINES
 
    Coltec, through  its Fairbanks  Morse Engine  Division ("Fairbanks  Morse"),
manufactures and markets large, heavy-duty diesel, gas and dual-fuel engines and
parts for such engines. Fairbanks Morse manufactures engines in conventional "V"
and  in-line opposed  piston configurations which  are used as  power drives for
compressors, large pumps and other  industrial machinery, for marine  propulsion
and for stationary and marine power generation. Engines are offered from 4 to 18
cylinders,  ranging from 640 to 29,320 horsepower. Such products are sold in the
domestic market  primarily  through  regional  sales  offices  and  field  sales
engineers  and in foreign markets through the domestic sales network and foreign
sales representatives. Parts  are sold  primarily through  factory and  regional
sales  offices. In  1995, 59%  of Fairbanks  Morse's sales  were for replacement
parts and service for Fairbanks Morse engines.
 
                                       4
<PAGE>
    Large heavy-duty diesel engines are sold  to shipbuilders for the U.S.  Navy
and  Coast Guard and to electric utilities,  municipal power plants, oil and gas
producers, firms engaged in commercial marine, offshore drilling activities  and
local, state and federal governments.
 
    Under a license agreement with Societe d'Etudes de Machines Thermiques, S.A.
groupe  Alsthom, a French company, Fairbanks  Morse has the right to manufacture
the Colt-Pielstick PC2 and PC4 lines  of large diesel engines, which operate  on
oil fuel (including heavy oil) and, in the case of the PC2, dual-fuel, and range
in size from 4,400 to 29,320 horsepower. Engines manufactured under this license
are  used for  primary power  by electric  utilities, standby  power for nuclear
electric generating plants and ship propulsion.
 
    Under the U.S.  Navy Sealift  program, Fairbanks Morse  has received  orders
valued at approximately $80 million to produce sixteen PC4.2 engines and related
equipment that will propel four ships with options to produce engines for two to
four  additional  ships. Two  of  these engines  were  shipped in  1995  and the
remaining engines are scheduled to be delivered through 1998.
 
    In 1994,  Fairbanks Morse  acquired the  Alco engine  business from  General
Electric  Transportation Systems to provide  parts and service for approximately
8,000 existing engines worldwide and obtained a preferred supplier agreement  to
manufacture  these engines and parts for General Electric's locomotive needs. In
1995, 22 Alco locomotive engines built by Fairbanks Morse were delivered to  the
Pakistan Railway.
 
    Contracts  are awarded in the heavy-duty diesel engine market based on price
and successful operation in similar  applications. Coltec attributes its  strong
position  in this  market to its  history as  a supplier to  the U.S.  Navy in a
variety of propulsion and generator set applications and its ability to meet the
U.S.  Navy's  military  specification  requirements.  Management  believes  that
Fairbanks  Morse and  its primary competitor,  the Cooper-Bessemer Reciprocating
Products Division of Cooper  Industries, Inc., lead the  field of four  domestic
manufacturers  serving the market for heavy-duty  diesel engines in power ranges
from 5,000  to 30,000  horsepower. Fairbanks  Morse competes  with six  domestic
manufacturers  in the  medium speed (1,000  to 5,000  horsepower) engine market,
dominated by General Motors Corporation ("General Motors") and Caterpillar Inc.,
and  with  several   foreign  manufacturers.  Numerous   domestic  and   foreign
manufacturers compete in the under 1,500 horsepower engine market.
 
AUTOMOTIVE
 
    Coltec's   Automotive  segment  manufactures   and  markets  fuel  injection
assemblies and components, transmission  controls, engine induction systems  and
components,  steering controls, suspension controls, emission control air pumps,
oil pumps and  seals for  original equipment manufacturers  and the  replacement
parts  market. The operating units, principal  products and principal markets of
the Automotive segment are as follows:
 
<TABLE>
<CAPTION>
        OPERATING UNITS                      PRINCIPAL PRODUCTS                        PRINCIPAL MARKETS
-------------------------------    --------------------------------------    --------------------------------------
<S>                                <C>                                       <C>
Holley Automotive                  Engine  induction  system  components,    Automotive manufacturers
                                    transmission   controls,   electronic
                                    actuators, suspension controls,
                                    steering controls  and  air  and  oil
                                    pumps
Holley Performance Products        New,  replacement,  remanufactured and    Automotive  manufacturers,   wholesale
                                    performance carburetors, and              distributors    and    retailers   in
                                    electronic fuel injection components      replacement markets
Farnam Sealing Systems             Gaskets and seals                         Automotive industry
Stemco Truck Products              Oil   seals,   exhaust   systems   and    Fleet  truck  operators,  truck  parts
                                    hubodometers                              distributors
Performance Friction Products      Transmission synchronizers                Automotive and truck manufacturers
</TABLE>
 
                                       5
<PAGE>
    Coltec's principal automotive products  have strong brand name  recognition.
Coltec  has targeted  the development  of highly-engineered  components for fuel
injection systems, modulators  and electronic  solenoid actuators,  transmission
controls,  suspension  controls  and  air  and  oil  pumps.  By  forming  close,
interactive relationships with the domestic automotive manufacturers, Coltec has
taken advantage of  a shift  by these  manufacturers from  internal sourcing  to
procurement of components from outside suppliers.
 
AUTOMOTIVE PRODUCTS
 
    Coltec,  through  its  Holley  Automotive  Inc  and  Coltec  Automotive  Inc
subsidiaries operating as the Holley Automotive Division ("Holley"), designs and
manufactures engine induction components  and systems, electrohydraulic  control
devices  for  transmissions,  suspensions  and  steering  systems,  transmission
modulators, air and oil  pumps and other automotive  products used on  passenger
cars  and  trucks.  These  products  are  sold  directly  to  original equipment
manufacturers, Chrysler Corporation  ("Chrysler"), Ford  Motor Company  ("Ford")
and General Motors.
 
    Holley  currently produces  all of the  multi-point throttle  bodies used on
Chrysler's 2.4L,  3.0L  and  3.3L engines.  These  six-cylinder  engines  propel
vehicles including Plymouth Voyager, Chrysler Town and Country and Dodge Caravan
minivans. Holley also is the sole source of the upper intake module assembly for
the  Chrysler LH mid-size sedans (the  Chrysler Concorde and LHS, Dodge Intrepid
and Eagle Vision) equipped  with the 3.5L engine.  Holley supplies the  throttle
body  assemblies  for  the  four-cylinder 2.4L  and  six-cylinder  2.5L Chrysler
Stratus and Dodge Cirrus.
 
    Holley is  the  sole  supplier  of two-bore  throttle  body  assemblies  for
Chrysler's  Dodge Ram pick-up truck and large  vans for the 3.9L, 5.2L, 5.9L and
8.0L engines. Holley also manufactures the  5.2L throttle body assembly for  the
Jeep Grand Cherokee.
 
    In  the  non-fuel area,  Holley currently  supplies aneroid  and non-aneroid
modulators to  the  General  Motors Powertrain  Division.  Applications  in  the
transmission  controls  area  include Saturn  vehicles  equipped  with automatic
transmission, Ford  Mondeo,  Contour and  Mercury  Mystique and  General  Motors
Cadillac, Aurora, light trucks and front-wheel drive passenger cars.
 
    Holley produces mechanical and electric air pumps that supply additional air
to  the  exhaust  system  which  enhances  the  oxidation  process  and  reduces
pollutants emitted  into  the atmosphere  designed  to meet  federal  clean  air
regulations.  The mechanical air pump  is presently used in  full size truck and
van applications. The electric  air pump is presently  used on the Ford  Taurus,
Mercury Sable, Ford Mustang, Lincoln Continental and Mark VIII.
 
    Holley is a supplier of oil pumps to Ford. Current sourcing includes modular
V-8 pumps used on vans and medium and light trucks. Car applications include all
large  Ford and Mercury/Lincoln vehicles as  well as the Lincoln Continental and
Mark VIII. Holley oil pumps are also used on the Contour/Mystique,  Taurus/Sable
and  Escort. In addition, Holley provides the oil pump that is used on the Zetec
engine in Mexico, Germany and the United Kingdom.
 
    Coltec, through its Holley Performance Products Inc subsidiary operating  as
the   Holley  Performance  Products  Division,  manufactures  and  markets  fuel
injection components and other fuel metering devices and controls such as intake
manifolds, electric fuel pumps,  emission control devices,  and engine and  road
speed  governors,  new  and remanufactured  automotive  and  marine carburetors,
remanufactured automotive air  conditioning units, carburetor  parts and  repair
kits,  mechanical fuel pumps,  valve covers and  related engine components under
the Holley name.  Holley carburetors  and components  are used  in domestic  and
foreign  vehicles and marine engines and are sold directly to OEM's, principally
Chrysler, Ford, General  Motors and  Outboard Marine  Corporation, and,  through
distributors and mass merchandisers to the parts and replacement market.
 
    In  the  domestic market,  these  Divisions compete  principally  with Ford,
General Motors and several  independent manufacturers. To  date, Coltec has  not
been a significant supplier to foreign vehicle manufacturers.
 
                                       6
<PAGE>
    TRUCK PRODUCTS AND SEALING SYSTEMS
 
    Coltec,  through its  Stemco Inc  subsidiary operating  as the  Stemco Truck
Products Division ("Stemco"), is  one of the  leading domestic manufacturers  of
wheel  lubrication systems for  heavy-duty trucks. Stemco  also produces mileage
recording devices (hubodometers) and exhaust  systems for the heavy-duty  truck,
medium-duty  truck and school bus markets and manufactures moisture ejectors and
other related products for vehicle and stationary air systems. Approximately 80%
of Stemco  revenues are  derived  from replacement  parts. Stemco,  through  its
Performance  Friction Products  Operation, manufactures  a line  of fluorocarbon
friction materials, a line of carbon-based friction materials and  synchronizers
and  clutch plates for transmissions,  transfer cases and wet  brakes for use in
trucks, off highway  equipment and  passenger cars. Coltec,  through its  Farnam
Sealing Systems Inc subsidiary operating as the Farnam Sealing Systems Division,
manufactures  and  markets automotive  and industrial  gaskets, seals  and other
sealing system products  for engines, fuel  systems and transmissions.  Stemco's
truck   products   and  Farnam's   sealing  systems   include  highly-engineered
proprietary products.
 
INDUSTRIAL
 
    In  the  Industrial  segment,  Coltec,  through  its  Garlock  Inc,   Coltec
Industrial  Products Inc  and Garlock  Bearings Inc  subsidiaries, is  a leading
manufacturer of industrial seals, gaskets, packing products and self-lubricating
bearings and, through its Delavan Inc and Delavan-Delta, Inc. subsidiaries, is a
producer of  technologically  advanced  spray  nozzles  for  agricultural,  home
heating  and industrial applications.  Coltec also produces  air compressors for
manufacturers. The operating units, principal products and principal markets  of
the Industrial segment are as follows:
 
<TABLE>
<CAPTION>
        OPERATING UNITS                      PRINCIPAL PRODUCTS                        PRINCIPAL MARKETS
-------------------------------    --------------------------------------    --------------------------------------
<S>                                <C>                                       <C>
Garlock Mechanical Packing         Seals,   gaskets,  packings   and  ex-    Chemical, pulp  and  paper,  utilities
                                    pansion joints                            and industrial manufacturers
Garlock Valves & Industrial        Valves, PTFE sheet and tape               Chemical,  pulp  and  paper, utilities
 Plastics                                                                     and industrial manufacturers
France Compressor Products         Compressor valves and seals               Compressor manufacturers and users and
                                                                              energy and refining industries
Garlock Bearings                   Self-lubricating metal backed bearings    Industrial   and   automotive    manu-
                                    and materials                             factures
Delavan Commercial Products        Industrial,  agricultural, and heating    Industrial  and  agricultural   opera-
                                    unit spray nozzles                        tions,  oil  burner  manufacuters and
                                                                              replacement market
Ortman Fluid Power                 Hydraulic and pneumatic cylinders         Industrial manufacturers and users
Haber and Sterling                 Cold-forming dies  and  thread-rolling    Fastener and automotive manufacturers
                                    dies
FMD Electronics                    Electronic  ignition systems and level    Industrial manufacturers
                                    control instruments
Quincy Compressor                  Helical screw  and  reciprocating  air    Manufacturing    and   oil   and   gas
                                    compressors                               industries
</TABLE>
 
    Coltec's Industrial  segment  manufactures  and  markets  a  wide  range  of
products  for use in various industries.  In this segment, Coltec's strategy has
involved  developing  high   quality  products,  capitalizing   on  brand   name
recognition,   targeting  specific,  well-defined   markets  and  building  good
distribution systems.
 
                                       7
<PAGE>
    SEALS, PACKINGS AND GASKETING MATERIAL
 
    Garlock Inc operating as the Garlock Mechanical Packing Division ("Garlock")
is  a leading  manufacturer of industrial  seals, gasketing  material and gasket
assemblies and packing products.
 
    Manufacturing processes involve rubbers, metals, textiles, chemicals, aramid
fibers, carbon fibers, or a combination of  the same. Garlock has been a  leader
in  using advanced technology to develop  new products, including its GYLON line
of products, and in converting  to asbestos-free products. Approximately 95%  of
the  gasketing and packing materials currently manufactured by Garlock worldwide
are asbestos-free. Because the raw  materials for Garlock's products are  widely
available,  the seals, gasketing  materials and packings  business of Garlock is
not dependent on a limited number of suppliers.
 
    Garlock's seals, gasketing material and packings are marketed through  sales
personnel, sales representatives, agents and distributors to numerous industrial
customers   involved  principally  in  the   petroleum,  steel,  chemical,  food
processing, power generation and pulp and paper industries.
 
    Most seals, gasketing material and packings wear out during the life of  the
product in which they are incorporated. Accordingly, the service and replacement
market  for these products is significant.  In 1995, the service and replacement
market accounted for approximately  80% of Garlock's  sales of seals,  gasketing
material and packings.
 
    Manufacturers  in this market compete on  the basis of price and aftermarket
services. Garlock's  extensive  distribution  network,  and  its  leadership  in
product  development,  have  contributed  to the  establishment  of  what Coltec
believes to be its leading position in the market for seals, gasketing  products
and packings.
 
    BEARINGS, VALVES, COMPRESSOR PRODUCTS, PLASTICS, NOZZLES, CYLINDERS, FORMING
TOOLS, IGNITION SYSTEMS AND LEVEL CONTROLS
 
    Coltec,  through its 80% owned subsidiary Garlock Bearings Inc, is a leading
manufacturer of steel-backed and fiberglass-backed self-lubricating bearings and
bearing  materials  primarily  for  the  automotive,  truck,  agricultural   and
construction  markets.  Coltec,  through  its  Coltec  Industrial  Products  Inc
subsidiary operating  as  the Garlock  Valves  & Industrial  Plastics  Division,
manufactures  polytetrafluoroethylene ("PTFE")  lined butterfly  and plug valves
and components and PTFE tapes.
 
    Coltec, through its Coltec Industrial  Products Inc subsidiary operating  as
the France Compressor Products Division ("France"), manufactures and markets rod
packings,  piston rings,  valves and  components for  reciprocating gas  and air
compressors used  primarily  in  the hydrocarbon  and  petrochemical  processing
industries.  These products withstand  high temperature, corrosive environments,
prevent leakage, limit fugitive emissions and exclude contaminants from rotating
and reciprocating machinery  and seal joints.  France believes it  is a  leading
supplier  of premium components in the  aftermarket, where it competes primarily
with C.  Lee  Cook and  Cook  Manley,  subsidiaries of  Dover  Corporation,  and
Hoerbinger Corporation of America Inc.
 
    Coltec,  through  its  Delavan  Inc  and  Delavan-Delta,  Inc.  subsidiaries
operating as the Delavan Commercial Products Division, manufactures and  markets
spray  nozzles and accessories for the agricultural, industrial and home heating
markets. These products  are sold  to OEM's, distributors  and other  end-users.
Coltec  believes that Delavan Commercial Products Division is one of the leading
manufacturers of spray nozzles for residential oil-fired burners.
 
    Coltec, through its Coltec Industrial  Products Inc subsidiary operating  as
the Ortman Fluid Power Operation, manufactures hydraulic and pneumatic cylinders
in  bore diameter sizes from 1 1/2 to  24 inches. Coltec, under the Sterling and
Haber names, manufactures and markets a wide variety of thread rolling dies  and
metal  forming tools.  Sales of  these products  are primarily  made directly to
consumers. Competition for such products is provided by numerous companies.
 
                                       8
<PAGE>
    Coltec,  through  its  FMD  Electronics  Operation,  manufactures  magnetos,
ignition systems and level control instruments. These products are sold to OEM's
and through factory and regional sales forces to various accounts for resale.
 
    AIR COMPRESSORS
 
    Coltec,  through its Quincy Compressor Division ("Quincy"), manufactures and
markets reciprocating  and  helical  screw air  compressors  and  vacuum  pumps.
Helical  screw air compressors  are manufactured and  sold under a non-exclusive
license  and  technical  assistance   agreement  with  Svenska  Rotor   Maskiner
Aktiebolag, a Swedish licensor.
 
    Reciprocating  and  helical  screw  air compressors  have  a  wide  range of
industrial applications, providing  compressed air for  general plant  services,
pneumatic  climate and instrument control,  dry-type sprinkler systems, air loom
weaving, paint spray processes, diesel and gas engine starting,  pressurization,
pneumatic  tools  and other  air-actuated equipment.  Engine-driven skid-mounted
models of helical  screw air compressors  are used in  energy related  services,
such as air-assisted deep-hole drilling, both on offshore drilling platforms and
in tertiary recovery schemes involving on-site combustion approaches. Quincy air
compressors   are  marketed   through  a   well-developed  distribution  network
consisting of field sales personnel and  distributors to OEM's located in  major
industrial  centers throughout the United States, Canada, Mexico and the Pacific
Rim.
 
    In the domestic market for small, industrial, reciprocating air compressors,
competitors include  the Gardner-Denver  Division  of Cooper  Industries,  Inc.,
Sullair  Corp.,  Ingersoll-Rand  Company,  Atlas Copco  Compressor  Inc,  Le Roi
Industries Inc. and Campbell-Hausfeld Division of The Scott Fetzer Co.
 
    INTERNATIONAL OPERATIONS
 
    Coltec's international operations, mainly  in Canada, are conducted  through
foreign-based  manufacturing or sales subsidiaries, or both, and by export sales
of domestic divisions to unrelated  foreign customers. Export sales of  products
of the Automotive segment and diesel engines are made either directly or through
foreign  representatives.  Compressors  are sold  through  foreign distributors.
Certain products of the Industrial segment are sold in foreign countries through
salesmen and sales representatives or sales agents.
 
    Coltec's manufacturing and  marketing activities  in Canada  are carried  on
through  subsidiaries. Coltec  Aerospace Canada  Ltd., an  indirect wholly owned
subsidiary of  Coltec, manufactures  landing gear  systems and  aircraft  flight
controls,  provides overhaul service for these systems and controls for Canadian
and  other  customers  and  manufactures  turbine  components  and  turbine  and
compressor rotating parts primarily for aircraft gas turbine engines. Garlock of
Canada  Ltd., a wholly owned subsidiary of Garlock Inc, manufactures and markets
seals, gasketing material, packings  and truck products.  It also markets  parts
for Fairbanks Morse diesel engines and accessories as well as other products for
use in Canada and for export to other countries.
 
    Through  wholly owned  or majority  controlled foreign  subsidiaries, Coltec
operates 16 plants in Canada, Mexico, France, the United Kingdom, Australia  and
Germany.  In  addition, Coltec  occupies leased  office  and warehouse  space in
various foreign countries.
 
    Devaluations or fluctuations  relative to  the United States  dollar in  the
exchange  rates  of  the  currency  of  any  country  where  Coltec  has foreign
operations could adversely affect  the profitability of  such operations in  the
future.
 
    For  financial information on operations by geographic segments, see Note 10
of the  Notes to  Financial Statements  of Coltec's  1995 Annual  Report to  its
shareholders incorporated herein by reference.
 
    Coltec's  contracts with foreign nations for delivery of military equipment,
including components, are subject to  deferral or cancellation by United  States
Government  regulation or orders regulating  sales of military equipment abroad.
Any such  action on  the part  of the  United States  Government could  have  an
adverse effect on Coltec.
 
                                       9
<PAGE>
SALES TO THE MILITARY AND BY CLASS OF PRODUCTS
 
    Sales  to the military  and other branches of  the United States Government,
primarily in the Aerospace/Government  segment, were 10%, 11%  and 14% of  total
Coltec  sales in 1995, 1994 and 1993, respectively. During the last three fiscal
years, landing  gear  systems  was  the only  class  of  similar  products  that
accounted  for at  least 10% of  total Coltec sales.  In each of  1995, 1994 and
1993, sales of landing gear systems constituted 11% of total Coltec sales.
 
BACKLOG
 
    At December 31, 1995,  Coltec's backlog of firm  unfilled orders was  $727.7
million compared with $668.8 million at December 31, 1994. Of the $727.7 million
backlog  at December 31,  1995, approximately $268.3 million  is scheduled to be
shipped after 1996.
 
CONTRACT RISKS
 
    Coltec, through  its various  operating units,  primarily Menasco,  Chandler
Evans,   Walbar  and  Delavan  Gas   Turbine  Products,  produces  products  for
manufacturers of commercial aircraft pursuant  to contracts that generally  call
for  deliveries at  predetermined prices over  varying periods of  time and that
provide for  termination  payments  intended to  compensate  for  certain  costs
incurred  in the event of cancellation. In addition, certain commercial aviation
contracts contain provisions  for termination for  convenience similar to  those
contained  in United  States Government  contracts described  below. Longer-term
agreements normally provide  for price  adjustments intended  to compensate  for
deferral of delivery depending upon market conditions.
 
    A  significant portion of the business  of Coltec's Menasco, Chandler Evans,
Walbar and Delavan Gas  Turbine Products divisions has  been as a  subcontractor
and  as a  prime contractor  in supplying  products in  connection with military
programs.  Substantially  all   of  Coltec's  government   contracts  are   firm
fixed-price  contracts.  Under  firm  fixed-price  contracts,  Coltec  agrees to
perform certain  work for  a  fixed price  and,  accordingly, realizes  all  the
benefit  or detriment occasioned  by decreased or  increased costs of performing
the contracts.  From time  to  time, Coltec  accepts fixed-price  contracts  for
products  that  have not  been previously  developed. In  such cases,  Coltec is
subject to the risk of delays and cost over-runs. Under United States Government
regulations, certain  costs,  including  certain financing  costs,  portions  of
research  and development costs,  and certain marketing  expenses related to the
preparation of competitive bids and proposals, are not allowable. The Government
also regulates  the  methods  under  which costs  are  allocated  to  Government
contracts. With respect to Government contracts that are obtained pursuant to an
open  bid process and therefore result in a firm fixed price, the Government has
no right to renegotiate any  profits earned thereunder. In Government  contracts
where the price is negotiated at a fixed price rather than on a cost-plus basis,
as  long as the financial and pricing  information supplied to the Government is
current, accurate  and  complete,  the  Government similarly  has  no  right  to
renegotiate  any profits earned thereunder. If  the Government later conducts an
audit of  the  contractor and  determines  that  such data  were  inaccurate  or
incomplete  and  that  the  contractor thereby  made  an  excessive  profit, the
Government may take action to recoup  the amount of such excessive profit,  plus
treble damages, and take other enforcement actions.
 
    United   States  Government  contracts  are,  by  their  terms,  subject  to
termination by the Government either for  its convenience or for default of  the
contractor.  Fixed-price-type contracts provide for payment upon termination for
items delivered to and  accepted by the Government,  and, if the termination  is
for  convenience, for payment of the  contractor's costs incurred plus the costs
of settling and  paying claims  by terminated  subcontractors, other  settlement
expenses,  and a reasonable profit on its costs incurred. However, if a contract
termination is for default,  (a) the contractor  is paid such  amount as may  be
agreed upon for completed and partially-completed products and services accepted
by  the Government, (b) the Government is  not liable for the contractor's costs
with respect  to unaccepted  items, and  is entitled  for repayment  of  advance
payments  and progress payments,  if any, related to  the terminated portions of
the contracts, and (c) the contractor may be liable for excess costs incurred by
the Government in procuring undelivered items from another source.
 
                                       10
<PAGE>
    In addition  to  the  right  of  the  Government  to  terminate,  Government
contracts  are  conditioned upon  the  continuing availability  of Congressional
appropriations. Congress usually appropriates funds on a fiscal-year basis  even
though  contract performance may take many years. Consequently, at the outset of
a major program, the contract is usually partially funded, and additional monies
are normally  committed  to  the  contract  by  the  procuring  agency  only  as
appropriations are made by Congress for future fiscal years.
 
    A  substantial portion of Coltec's automotive  products are sold pursuant to
the terms and conditions (including  termination for convenience provisions)  of
the major domestic automotive manufacturers' purchase orders, and deliveries are
subject to periodic authorizations which are based upon the production schedules
of such automotive manufacturers.
 
RESEARCH AND PATENTS
 
    Most  divisions  of  Coltec  maintain staffs  of  manufacturing  and product
engineers whose activities are directed at improving the products and  processes
of  Coltec's operations.  Manufactured and  development products  are subject to
extensive tests at  various divisional  plants. Total  research and  development
cost,  including product development, was $25.6  million for 1995, $23.8 million
for 1994 and  $22.1 million  for 1993.  Coltec presently  has approximately  410
employees engaged in research, development and engineering activities.
 
    Coltec  owns a number of United States  and other patents and trademarks and
has granted licenses under some of such trademarks. Management does not consider
the business of Coltec as  a whole to be  materially dependent upon any  patent,
patent right or trademark.
 
EMPLOYEE RELATIONS
 
    As  of December 31, 1995, Coltec  had approximately 9,600 employees, of whom
approximately 4,000 were salaried. Approximately 40% of the hourly employees are
represented by  unions  for  collective bargaining  purposes.  Union  agreements
relate,  among other things,  to wages, hours and  conditions of employment, and
the wages and benefits furnished are  generally comparable to industry and  area
practices.
 
    Two  collective  bargaining  agreements  covering  approximately  365 hourly
employees  were  renegotiated  in  1995.  In  1996,  one  collective  bargaining
agreement  covering approximately 510 hourly employees has been renegotiated and
seven collective  bargaining  agreements  covering  approximately  1,090  hourly
employees  are due to expire. Coltec considers  the labor relations of Coltec to
be satisfactory, although  Coltec does  experience work stoppages  from time  to
time.
 
    Coltec  is subject to extensive Government  regulations with respect to many
aspects of its employee relations, including increasingly important occupational
health and safety and  equal employment opportunity  matters. Failure to  comply
with  certain of  these requirements  could result  in ineligibility  to receive
Government contracts. These conditions are  common to the various industries  in
which Coltec participates and entail the risk of financial and other exposure.
 
    For  litigation  relating to  labor and  other matters,  see Item  3. "Legal
Proceedings -- Other Litigation."
 
                                       11
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Because the Proxy Statement for Coltec's Annual Meeting of Shareholders will
not contain information with  respect to all executive  officers of Coltec,  set
forth  below is the information with respect to the executive officers of Coltec
required by  Item  401  of  Regulation S-K.  Unless  otherwise  indicated,  each
occupation  set forth  opposite an individual's  name refers  to employment with
Coltec.
 
<TABLE>
<CAPTION>
                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT/MATERIAL
      NAME AND AGE                      POSITIONS HELD DURING PAST FIVE YEARS
-------------------------    ------------------------------------------------------------
<S>                          <C>
John M. Cybulski (59)        Senior Vice  President,  Aerospace  since  May  1991.  Group
                              President  from  prior to  1991 to  May 1991.  President of
                              Menasco Aerospace Ltd., a subsidiary of Coltec, from  prior
                              to 1990 to June 1991.
Richard L. Dashnaw (59)      Senior Vice President, Group Operations and President of the
                              Fairbanks  Morse Engine Division  since January 1994. Group
                              President and  President  of  the  Fairbanks  Morse  Engine
                              Division  from February 1991 to December 1993. President of
                              the Fairbanks Morse Engine Division  from prior to 1991  to
                              February 1991.
John W. Guffey, Jr. (58)     Chairman  of the Board of Directors, Chief Executive Officer
                              and President  since  February 1995.  President  and  Chief
                              Operating  Officer from May 1991 to January 1995. President
                              of the  Mechanical Packing  Division  of Garlock  Inc  from
                              prior  to 1991 to  May 1991. Group  President from prior to
                              1991 to May 1991.
Laurence H. Polsky (52)      Executive Vice President, Administration since January 1994.
                              Senior Vice President,  Administration from  April 1992  to
                              December   1993.  Vice  President,   Personnel  for  Cooper
                              Industries, Inc., a diversified manufacturing company, from
                              prior to 1991 to April 1992.
Paul G. Schoen (51)          Executive  Vice  President,  Finance;  Treasurer  and  Chief
                              Financial   Officer   since  January   1994.   Senior  Vice
                              President, Finance; Treasurer  and Chief Financial  Officer
                              from  May 1991 to December  1993. Senior Vice President and
                              Controller from January 1991 to May 1991.
Robert J. Tubbs (48)         Senior Vice President, General  Counsel and Secretary  since
                              November  1995. Senior  Vice President  and General Counsel
                              since  March  1995.  General  Counsel-Operations  of   Olin
                              Corporation  ("Olin"), a chemical  and metals manufacturing
                              company, from  May 1993  to February  1995. Deputy  General
                              Counsel of Olin from prior to 1991 to May 1993.
</TABLE>
 
    All  officers serve  at the  pleasure of  the Board.  None of  the executive
officers or directors  of Coltec is  related to any  other executive officer  or
director by blood, marriage or adoption.
 
ITEM 2.  PROPERTIES.
 
    Coltec  operates 62 manufacturing plants in 22 states and in Canada, Mexico,
France, the United Kingdom, Australia and Germany. In addition, Coltec has other
facilities throughout the United States and in various foreign countries,  which
include  sales  offices,  repair  and  service  shops,  light  manufacturing and
assembly facilities, administrative offices and warehouses.
 
                                       12
<PAGE>
    Certain information with respect to Coltec's principal manufacturing  plants
that  are  owned  in  fee, all  of  which  (other than  Palmyra,  New  York) are
encumbered pursuant  to the  1994 Credit  Agreement between  Coltec and  certain
banks and related security documents, is set forth below:
 
<TABLE>
<CAPTION>
                                                               APPROXIMATE
                                                                NUMBER OF       APPROXIMATE
SEGMENT                                 LOCATION               SQUARE FEET        ACREAGE
--------------------------  --------------------------------  --------------   --------------
<S>                         <C>                               <C>              <C>
Aerospace/Government......  Beloit, Wisconsin                     856,000             73
                            West Hartford, Connecticut (a)        492,000             79
                            Ft. Worth, Texas                      394,000             43
                            Oakville, Ontario                     238,000             14
                            Mississauga, Ontario                  141,000              7
Automotive................  Bowling Green, Kentucky               480,000             60
                            Longview, Texas                       265,000             52
                            Water Valley, Mississippi             221,000             59
                            Sallisaw, Oklahoma                    220,000             53
Industrial................  Palmyra, New York                     691,000            139
</TABLE>
 
------------------------
(a) Approximately  238,000 square feet are  utilized by the Aerospace/Government
    segment with the balance leased.
 
    In addition to  above facilities, certain  manufacturing activities of  some
industry  segments are conducted within leased premises, the largest of which is
in the Industrial segment, located in Quincy, Illinois, and covers approximately
173,000 square feet. Some of these leases provide for options to purchase or  to
renew the lease with respect to the leased premises.
 
    Coltec's  total manufacturing facilities  presently being utilized aggregate
approximately 6,200,000  square  feet  of  floor  area  of  which  approximately
5,400,000 square feet of area are owned in fee and the balance is leased.
 
    Coltec leases approximately 39,000 square feet at 430 Park Avenue, New York,
New  York, for its executive  offices, and has renewal  options under such lease
through 2001.
 
    In the opinion of management,  Coltec's principal properties, whether  owned
or  leased, are suitable and  adequate for the purposes  for which they are used
and are suitably maintained for such purposes. See Item 3. "Legal Proceedings --
Environmental Regulations"  for a  description of  proceedings under  applicable
environmental laws regarding certain of Coltec's properties.
 
ITEM 3.  LEGAL PROCEEDINGS.
 
ASBESTOS LITIGATION
 
    As  of December 31, 1995  and 1994, two subsidiaries  of Coltec were among a
number of defendants (typically  15 to 40) in  approximately 105,300 and  76,700
actions,   respectively,  (including  approximately  4,900  and  3,300  actions,
respectively, in  advanced stages  of  processing) filed  in various  states  by
plaintiffs  alleging injury  or death  as a  result of  asbestos fibers. Through
December 31,  1995, approximately  131,200 of  the approximately  236,500  total
actions brought have been settled or otherwise disposed.
 
    The  damages claimed for personal injury or death vary from case to case and
in many cases plaintiffs seek $1 million or more in compensatory damages and  $2
million  or more in punitive damages. Although  the law in each state differs to
some extent,  it  appears,  based  on advice  of  counsel,  that  liability  for
compensatory  damages  would be  shared among  all responsible  defendants, thus
limiting the  potential monetary  impact  of such  judgments on  any  individual
defendant.
 
    Following  a decision of the Pennsylvania Supreme  Court, in a case in which
neither Coltec nor  any of its  subsidiaries were parties,  that held  insurance
carriers  are obligated to  cover asbestos-related bodily  injury actions if any
injury or disease process, from  first exposure through manifestation,  occurred
during  a covered policy  period (the "continuous  trigger theory of coverage"),
Coltec settled
 
                                       13
<PAGE>
litigation with  its  primary  and  most of  its  first-level  excess  insurance
carriers,  substantially  on  the  basis  of  the  Court's  ruling.  Coltec  has
negotiated a final agreement with  most of its excess  carriers that are in  the
layers  of  coverage  immediately above  its  first layer.  Coltec  is currently
receiving payments  pursuant  to  this agreement.  Coltec  believes  that,  with
respect  to the  remaining carriers, a  final agreement can  be achieved without
litigation, and on substantially the same basis that it has resolved the  issues
with its other carriers.
 
    Settlements  are  generally made  on  a group  basis  with payments  made to
individual claimants over periods  of one to four  years. During 1995, 1994  and
1993,  two  subsidiaries of  Coltec  received approximately  44,000,  29,800 and
27,400 new actions, respectively.  Payments were made  with respect to  asbestos
liability  and  related costs  aggregating $56,739,000  in 1995,  $46,374,000 in
1994, and  $38,677,000 in  1993,  substantially all  of  which were  covered  by
insurance. In accordance with Coltec's internal procedures for the processing of
asbestos  product  liability  actions  and  due to  the  proximity  to  trial or
settlement, certain outstanding actions have progressed to a stage where  Coltec
can reasonably estimate the cost to dispose of these actions. As of December 31,
1995,  Coltec estimates that the aggregate  remaining cost of the disposition of
the settled actions for which payments remain to be made and actions in advanced
stages  of  processing,  including  associated  legal  costs,  is  approximately
$59,241,000  and Coltec expects that this  cost will be substantially covered by
insurance.
 
    With respect to  the 100,400  outstanding actions  as of  December 31,  1995
which  are in preliminary procedural stages, Coltec lacks sufficient information
upon which judgments can be made as  to the validity or ultimate disposition  of
such  actions, thereby making it difficult to estimate with reasonable certainty
the potential liability or costs to  Coltec. When asbestos actions are  received
they  are typically  forwarded to local  counsel to ensure  that the appropriate
preliminary procedural  response  is  taken. The  complaints  typically  do  not
contain  sufficient information  to permit a  reasonable evaluation  as to their
merits at the time of receipt,  and in jurisdictions encompassing a majority  of
the  outstanding actions, the practice  has been that little  or no discovery or
other action is  taken until several  months prior  to the date  set for  trial.
Accordingly, Coltec generally does not have the information necessary to analyze
the  actions in sufficient detail to estimate the ultimate liability or costs to
Coltec, if any, until the actions appear on a trial calendar. A determination to
seek dismissal, to attempt  to settle or  to proceed to  trial is typically  not
made prior to the receipt of such information.
 
    It  is  also  difficult to  predict  the  number of  asbestos  lawsuits that
Coltec's subsidiaries will receive  in the future. Coltec  has noted that,  with
respect to recently settled actions or actions in advanced stages of processing,
the mix of the injuries alleged and the mix of the occupations of the plaintiffs
have   been  changing   from  those   traditionally  associated   with  Coltec's
asbestos-related actions.  Coltec  is  not able  to  determine  with  reasonable
certainty whether this trend will continue. Based upon the foregoing, and due to
the  unique factors inherent in each of the actions, including the nature of the
disease, the  occupation of  the plaintiff,  the presence  or absence  of  other
possible  causes of a  plaintiff's illness, the  availability of legal defenses,
such as the statute of limitations or state of the art, and whether the  lawsuit
is  an individual one or part of a  group, management is unable to estimate with
reasonable certainty the cost of disposing of outstanding actions in preliminary
procedural stages or of actions that may be filed in the future. However, Coltec
believes that its  subsidiaries are  in a  favorable position  compared to  many
other  defendants  because,  among  other things,  the  asbestos  fibers  in its
asbestos-containing products were  encapsulated. Considering  the foregoing,  as
well as the experience of Coltec's subsidiaries and other defendants in asbestos
litigation,   the  likely  sharing  of   judgments  among  multiple  responsible
defendants, and the significant amount of insurance coverage that Coltec expects
to be available  from its  solvent carriers,  Coltec believes  that pending  and
reasonably  anticipated future actions are not  likely to have a material effect
on Coltec's results of operations and financial condition.
 
    Although the insurance coverage which  Coltec has is substantial, it  should
be  noted that insurance coverage for asbestos  claims is not available to cover
exposures initially occurring on and  after July 1, 1984. Coltec's  subsidiaries
continue  to be named as  defendants in new cases,  some of which allege initial
exposure after July 1, 1984.
 
                                       14
<PAGE>
    In  addition to claims for personal  injury, Coltec's subsidiaries have been
involved in  an  insignificant  number  of property  damage  claims  based  upon
asbestos-containing  materials found  in schools, public  facilities and private
commercial buildings.  Based  upon the  proceedings  to date,  the  overwhelming
majority of these claims have been resolved without a material adverse impact on
Coltec,  Likewise, the insignificant  number of claims  remaining to be resolved
are not expected to have a material effect on Coltec's results of operations and
financial condition.
 
ENVIRONMENTAL REGULATIONS
 
    Coltec and its subsidiaries are subject to numerous federal, state and local
environmental laws. For example, the Clean Air Act Amendments regulate emissions
at certain  of  Coltec's  facilities.  In connection  with  the  Clean  Air  Act
Amendments,  Coltec will be required to  make capital expenditures for equipment
to control  emissions  of hazardous  air  pollutants. In  addition,  certain  of
Coltec's  facilities will  be required to  obtain air  emission control permits.
Coltec has made a determination of the impact on its operations of the Clean Air
Act Amendments. Based upon this determination, Coltec believes that it will  not
be  at a competitive disadvantage in complying with the Clean Air Act Amendments
and that any costs to comply with the  Clean Air Act Amendments will not have  a
material effect on Coltec's results of operations and financial condition.
 
    Coltec  and its subsidiaries also  incur costs on a  recurring basis for the
treatment, storage and  disposal of  hazardous materials  generated at  Coltec's
facilities  in  order  to  comply with  the  federal  Resource  Conservation and
Recovery Act of 1976, and its analogous state statutes. Coltec does not  believe
that  such costs have, nor will they have, a material effect on Coltec's results
of operations and financial condition.
 
    Coltec has  been  notified that  it  is among  the  Potentially  Responsible
Parties   ("PRPs")  under  the  federal  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), or similar  state
laws, for the costs of investigating and in some cases remediating contamination
by  hazardous  materials  at several  sites.  CERCLA imposes  joint  and several
liability for the costs of investigating and remediating properties contaminated
by hazardous materials. Liability for these costs can be imposed on present  and
former  owners or operators  of the properties  or on parties  who generated the
wastes that contributed to the  contamination. The process of investigating  and
remediating contaminated properties can be lengthy and expensive. The process is
also  subject to  the uncertainties  occasioned by  changing legal requirements,
developing technological  applications  and liability  allocations  among  PRPs.
Among the sites where Coltec or its subsidiaries have been designated a PRP are:
Clare  Municipal Well Fields, Clare, Michigan; Quincy Municipal Landfills #2 and
#3, Quincy,  Illinois;  Byron  Barrel  and  Drum,  Byron,  New  York;  Operating
Industries, Inc., Monterey Park, California; San Fernando Valley Site, Glendale,
California;  Lake of Isles, Connecticut  and Hardage Landfill, Criner, Oklahoma.
Coltec is  also  working  with  various state  authorities  to  investigate  and
remediate  certain properties that are or  were the site of Coltec's operations.
Among such sites are: Liberty Industrial Finishing Site, Farmingdale, New  York;
Holley  Automotive properties in Water Valley, Mississippi and Paris, Tennessee;
Fairbanks Morse Engine  property, Beloit, Wisconsin;  Walbar Inc, Arizona  Tempe
Facility  in Chandler,  Arizona; former Pratt  & Whitney  Cutting Tool property,
Hinsdale, New  Hampshire;  former  Precision  Seals  property,  Gastonia,  North
Carolina;  and former Central  Moloney properties in  Arcadia, Florida, and Pine
Bluff, Arkansas. Based on the progress to date in the investigation, cleanup and
allocation of  responsibility for  these sites,  Coltec has  estimated that  its
costs  in connection with these sites approximates $20.0 million at December 31,
1995, and has accrued for  this amount in the  Consolidated Balance Sheet as  of
December  31, 1995. Although Coltec is pursuing insurance recovery in connection
with certain of these matters, Coltec has not recorded a receivable with respect
to any potential recovery of costs in connection with any environmental matter.
 
OTHER LITIGATION
 
    In September 1983, the local employees'  union at Menasco Canada Ltee.  (now
Coltec  Aerospace Canada Ltd.) ("Menasco Canada"),  a federation of trade unions
and several member-employees filed a
 
                                       15
<PAGE>
complaint in  the Province  of  Quebec Superior  Court against  Menasco  Canada,
alleging,  among other things, an illegal lock-out, failure to negotiate in good
faith, interference with  the affairs  of the  union and  various violations  of
local  law.  The plaintiffs  are collectively  seeking approximately  Cdn. $14.0
million in damages, and  Menasco Canada has filed  a cross-claim for Cdn.  $21.0
million  and  has closed  its  operations in  Quebec  Province. Coltec  does not
believe that this  action will  have a material  effect on  Coltec's results  of
operations and financial condition.
 
    On  September  24,  1986,  approximately 150  former  salaried  employees of
Crucible Inc  (a  former subsidiary  of  Coltec) commenced  an  action  claiming
benefits  under a  plant shutdown  plan that  had been  created in  1969 (George
Henglein v.  Colt  Industries  Operating Corporation  Informal  Plan  for  Plant
Shutdown  Benefits for Salaried  Employees, U.S. District  Court for the Western
District of Pennsylvania, 86-cv-02021). Future  eligibility of any employee  for
such Plan was eliminated by Crucible Inc in November 1972. Plaintiffs claim that
they  did not receive notice of such  termination and therefore were entitled to
benefits in  1982 when  the Midland  steel-making facility  closed. Following  a
non-jury  trial  in  the  U.S.  District  Court  for  the  Western  District  of
Pennsylvania, defendant's  motion  to dismiss  was  granted and  the  plaintiffs
appealed.  The Court of Appeals  for the Third Circuit  remanded the case to the
District Court directing it to make specific findings of fact and conclusions of
law and also found for the defendant on the jurisdiction of the District  Court.
The defendants' motion to dismiss was granted by the District Court, appealed to
the  Third  Circuit Court  of Appeals  and  remanded to  the District  Court for
additional findings of fact. On February 10, 1994, the District Court  dismissed
the plaintiffs' complaint and the plaintiffs appealed to the Third Circuit Court
of  Appeals. On September 26, 1994, the  Third Circuit Court of Appeals remanded
the case to the District  Court and on November  4, 1994 denied the  defendant's
request  for a rehearing. Defendant's  petition to the U.S.  Supreme Court for a
writ of certiorari and its motion to  dismiss were denied in 1995. The  District
Court has ordered a new trial to commence in May 1996 or, alternatively, in July
1996.  Coltec does not believe  that this action will  have a material effect on
Coltec's results of operations and financial condition.
 
    In addition to  the litigation  described above, there  are various  pending
legal proceedings involving Coltec which are routine in nature and incidental to
the business of Coltec. Coltec does not believe that these proceedings will have
a material effect on Coltec's results of operations and financial condition.
 
    The  United States  Government conducts  investigations into  procurement of
defense contracts as a part of a continuing process. Under current federal  law,
if  such investigations establish such improper activities, among other matters,
debarment or suspension of  a company from participating  in the procurement  of
defense contracts could result. These conditions are common to the aerospace and
government  industries  in  which Coltec  participates  and entail  the  risk of
financial and other exposure. Coltec is not aware of any such investigation, nor
is Coltec aware of any facts which, if known to investigators, might prompt  any
investigation.
 
PRODUCT LIABILITY INSURANCE
 
    Coltec has product liability insurance coverage for liabilities arising from
aircraft  products which Coltec believes to be in adequate amounts. In addition,
with respect to other products, (exclusive of liability for exposure to asbestos
products) Coltec  has  product liability  insurance  in amounts  exceeding  $2.5
million per occurrence, which Coltec believes to be adequate.
 
    Coltec  has  been self-insured  with respect  to  liability for  exposure to
asbestos products since third party insurance became unavailable in July 1984.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
    Not applicable.
 
                                       16
<PAGE>
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
    Coltec's Common Stock  (symbol COT) is  listed on the  New York and  Pacific
Stock  Exchanges. The high and  low prices of the  stock for each quarter during
1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                1995              1994
                                          ----------------  ----------------
                                           HIGH      LOW     HIGH      LOW
                                          -------  -------  -------  -------
<S>                                       <C>      <C>      <C>      <C>
First quarter...........................   17 3/8   15 3/8  21 7/8   18 3/4
Second quarter..........................   18 3/4   16 3/4  20 1/2   18 1/4
Third quarter...........................   18 1/8   11 1/8  19 7/8   18 1/8
Fourth quarter..........................   12 1/4   10 1/8  19       16
</TABLE>
 
    At December 31, 1995,  there were 493 shareholders  of record. No  dividends
were paid in 1995 and 1994, and no dividends are expected to be paid in 1996.
 
ITEM 6.  SELECTED FINANCIAL DATA.
 
    The  five year  tabular presentation  under the  caption "Selected Financial
Data" of Coltec's 1995 Annual Report to its shareholders is incorporated  herein
by reference.
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.
 
    The information under the caption "Financial Review" of Coltec's 1995 Annual
Report to its shareholders is incorporated herein by reference.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
    The  "Quarterly Sales and Earnings"  information in Note 12  of the Notes to
Financial Statements of Coltec's 1995 Annual Report to its shareholders and  the
Consolidated   Balance  Sheet,  the  Consolidated  Statement  of  Earnings,  the
Consolidated  Statement   of  Cash   Flows,   the  Consolidated   Statement   of
Shareholders'  Equity, the Notes  to Financial Statements,  Report of Management
and the Report of Independent Public Accountants of Coltec's 1995 Annual  Report
to its shareholders are incorporated herein by reference.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.
 
    None.
 
                                       17
<PAGE>
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
    The  information under the caption "Election of Directors" in Coltec's Proxy
Statement for its 1996 Annual Meeting of Shareholders is herein incorporated  by
reference.  In respect of information as to Coltec's executive officers, see the
information under the caption "Executive Officers of the Registrant" under  Item
1 of Part I hereof.
 
ITEM 11.  EXECUTIVE COMPENSATION.
 
    The  text and tabular information  under the caption "Executive Compensation
and Other Information" in Coltec's Proxy  Statement for its 1996 Annual  Meeting
of Shareholders is herein incorporated by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
    The information under the captions "Security Ownership of Certain Beneficial
Owners"  and "Security Ownership of Management"  in Coltec's Proxy Statement for
its 1996 Annual Meeting of Shareholders is herein incorporated by reference.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
    The information  under the  caption "Compensation  Committee Interlocks  and
Insider  Participation" in Coltec's Proxy Statement  for its 1996 Annual Meeting
of Shareholders is herein incorporated by reference.
 
                                       18
<PAGE>
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
    (a) The following documents are filed as part of this report:
 
        (1) Financial Statements (incorporated by reference from the 1995 Annual
    Report to Shareholders): Consolidated Balance Sheet at December 31, 1995 and
    1994; Consolidated Statement of Earnings for the Three Years ended  December
    31,  1995; Consolidated  Statement of Cash  Flows for the  Three Years ended
    December 31, 1995;  Consolidated Statement of  Shareholders' Equity for  the
    Three  Years Ended December 31, 1995;  Notes to Financial Statements; Report
    of Management; and Report of Independent Public Accountants.
 
        (2) Financial  Statement  Schedules listed  in  the Index  to  Financial
    Statement Schedules on page S-1 hereof.
 
        (3) The exhibits required by Item 601 of Regulation S-K as listed in the
    accompanying exhibit index commencing on page I-1 hereof.
 
    (b)  No reports on Form 8-K were filed  by Coltec during the last quarter of
the period ending December 31, 1995.
 
    (c) Exhibits 4.16, 4.17, 10.8, 10.9, 10.10, 10.17, 10.20, 10.21, 12.1, 13.1,
21.1, 23.1 and 27.1 are filed herewith.
 
                                       19
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements  of Section 13 or  15(d) of the Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                                       <C>
                                          Coltec Industries Inc
                                          (Registrant)
 
Date: March 14, 1996                      By:    /s/ PAUL G. SCHOEN
                                          ----------------------------------------
                                                       Paul G. Schoen
                                                  EXECUTIVE VICE PRESIDENT
                                                   FINANCE AND TREASURER
</TABLE>
 
    Pursuant  to the requirements  of the Securities Exchange  Act of 1934, this
report has  been  signed  below  by  the following  persons  on  behalf  of  the
registrant in the capacities noted on March 14, 1996.
 
<TABLE>
<CAPTION>
           NAME AND TITLE                            NAME AND TITLE
------------------------------------    ----------------------------------------
 
<S>                                     <C>
       /s/ JOSEPH R. COPPOLA                         /s/ JOEL MOSES
------------------------------------    ----------------------------------------
         Joseph R. Coppola                             Joel Moses
              DIRECTOR                                  DIRECTOR
 
      /s/ JOHN W. GUFFEY, JR.                      /s/ PAUL G. SCHOEN
------------------------------------    ----------------------------------------
        John W. Guffey, Jr.                          Paul G. Schoen
  DIRECTOR, CHAIRMAN OF THE BOARD,         DIRECTOR, EXECUTIVE VICE PRESIDENT
    CHIEF EXECUTIVE OFFICER AND             FINANCE AND TREASURER (PRINCIPAL
             PRESIDENT                     FINANCIAL AND ACCOUNTING OFFICER)
 
       /s/ DAVID I. MARGOLIS                     /s/ RICHARD A. STUCKEY
------------------------------------    ----------------------------------------
         David I. Margolis                         Richard A. Stuckey
              DIRECTOR                                  DIRECTOR
 
    /s/ J. BRADFORD MOONEY, JR.
------------------------------------
      J. Bradford Mooney, Jr.
              DIRECTOR
</TABLE>
 
                                       20
<PAGE>
                     INDEX TO FINANCIAL STATEMENT SCHEDULES
 
<TABLE>
<CAPTION>
                                                                     PAGE
FINANCIAL STATEMENT SCHEDULES                                       NUMBER
------------------------------------------------------------------  ------
<S>   <C>                                                           <C>
II    Valuation and Qualifying Accounts for the three years ended
--     December 31, 1995..........................................   S-3
</TABLE>
 
                                      S-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors and Shareholders of Coltec Industries Inc:
 
    We  have audited in  accordance with generally  accepted auditing standards,
the consolidated  financial statements  included in  Coltec Industries  Inc  and
subsidiaries'  annual report to  shareholders incorporated by  reference in this
Form 10-K, and have issued our report thereon dated January 22, 1996. Our audits
were made  for  the  purpose  of  forming an  opinion  on  the  basic  financial
statements  taken as  a whole.  The schedule  listed in  the index  to financial
statement schedules is  the responsibility  of the Company's  management and  is
presented   for  purposes  of   complying  with  the   Securities  and  Exchange
Commission's rules  and is  not part  of the  basic financial  statements.  This
schedule  has been subjected to the auditing procedures applied in the audits of
the basic  financial  statements and,  in  our  opinion, fairly  states  in  all
material  respects  the  financial data  required  to  be set  forth  therein in
relation to the basic financial statements taken as a whole.
 
ARTHUR ANDERSEN LLP
New York, N.Y.
January 22, 1996
 
                                      S-2
<PAGE>
                                                                 SCHEDULE II
                                                                1995, 1994 AND
                                                                     1993
 
                     COLTEC INDUSTRIES INC AND SUBSIDIARIES
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1995
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                        COLUMN C
                                                                 -----------------------
                                                     COLUMN B           ADDITIONS                           COLUMN E
                                                    ----------   -----------------------                   ----------
                     COLUMN A                       BALANCE AT   CHARGED TO   CHARGED TO     COLUMN D      BALANCE AT
--------------------------------------------------  BEGINNING    COSTS AND      OTHER      -------------     END OF
DESCRIPTION                                         OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS (1)    PERIOD
--------------------------------------------------  ----------   ----------   ----------   -------------   ----------
<S>                                                 <C>          <C>          <C>          <C>             <C>
1995
  Valuation accounts deducted from assets --
    Allowance for doubtful accounts...............  $  4,124     $    327     $     --     $       277     $  4,174
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
    Reserve for potential losses from excess and
     slow-moving inventories......................  $ 15,576     $  7,794     $     --     $     6,833     $ 16,537
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
 
1994
  Valuation accounts deducted from assets --
    Allowance for doubtful accounts...............  $  4,170     $    229     $     --     $       275     $  4,124
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
    Reserve for potential losses from excess and
     slow-moving inventories......................  $ 18,086     $  4,595     $     --     $     7,105     $ 15,576
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
 
1993
  Valuation accounts deducted from assets --
    Allowance for doubtful accounts...............  $  4,614     $    335     $     --     $       779     $  4,170
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
    Reserve for potential losses from excess and
     slow-moving inventories......................  $ 16,789     $  6,379     $     --     $     5,082     $ 18,086
                                                    ----------   ----------        ---     -------------   ----------
                                                    ----------   ----------        ---     -------------   ----------
</TABLE>
 
------------------------
Note:
(1) Deductions are for the purposes for which the valuation accounts were
    created.
 
                                      S-3
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBITS
-------
<C>      <S>                                                                 <C>
   3.1   Amended and Restated Articles of Incorporation of Coltec, filed as
          Exhibit  3.1 to Coltec's Registration  Statement on Form S-2 (No.
          33-44846)   (the   "Form   S-2   Registration   Statement")   and
          incorporated herein by reference.
   3.2   By-laws  of Coltec filed as Exhibit  3.2 to Coltec's Annual Report
          on Form 10-K  for the  fiscal year  ended December  31, 1994  and
          incorporated herein by reference.
   4.1   Form of Senior Securities Indenture, dated as of December 1, 1985,
          between  Coltec  and  Mellon  Bank, N.A.,  as  Trustee,  filed as
          Exhibit 4.1 to Coltec's Registration  Statement on Form S-3  (No.
          33-1811) and incorporated herein by reference.
   4.2   Agreement  of Resignation, Appointment and Acceptance, dated as of
          May 10, 1991, by and among Coltec, Mellon Bank, N.A. and The Bank
          of New York, filed  as Exhibit 4.3 to  the Form S-2  Registration
          Statement and incorporated herein by reference.
   4.3   Specimen  certificate for 11 1/4% Debentures Due December 1, 2015,
          filed as Exhibit 4.14 to Coltec's Registration Statement on  Form
          S-2  and  S-3  (Nos.  33-8585  and  33-1811)  the  ("Form S-2/S-3
          Registration Statement") and incorporated herein by reference.
   4.4   Supplemental Indenture, dated as of April 1, 1992, between  Coltec
          and  The Bank  of New  York, as  Trustee, relating  to the Senior
          Securities Indenture,  dated  as  of December  1,  1985,  between
          Coltec  and Mellon Bank, N.A., as  the original Trustee, filed as
          Exhibit 6 to Coltec's Current Report  on Form 8-K dated April  1,
          1992 (the "Form 8-K") and incorporated herein by reference.
   4.5   Credit  Agreement,  dated  as  of  March  24,  1992  (the  "Credit
          Agreement") among  Coltec and  the financial  institutions  party
          thereto,  Bankers  Trust  Company,  Manufacturers  Hanover  Trust
          Company, Barclays Bank PLC, New  York Branch and Credit  Lyonnais
          New  York  Branch,  as  Agents,  and  Bankers  Trust  Company, as
          Administrative Agent, filed  as Exhibit 4.13  to Coltec  Holdings
          Inc.'s  Annual  Report on  Form 10-K  for  the fiscal  year ended
          December 31, 1991 and incorporated herein by reference.
   4.6   First Amendment,  dated  as  of  April  1,  1992,  to  the  Credit
          Agreement,  dated as of March 24, 1992, filed as Exhibit 3 to the
          Form 8-K and incorporated herein by reference.
   4.7   Second Amendment,  dated  as  of  April 8,  1992,  to  the  Credit
          Agreement, filed as Exhibit 4.7 to Coltec's Annual Report on Form
          10-K for the fiscal year ended December 31, 1993 and incorporated
          herein by reference.
   4.8   Third  Amendment and Waiver, dated as of September 3, 1992, to the
          Credit Agreement, filed as Exhibit 4.8 to Coltec's Annual  Report
          on  Form 10-K  for the  fiscal year  ended December  31, 1993 and
          incorporated herein by reference.
   4.9   Fourth Amendment and Consent, dated  as of September 25, 1992,  to
          the  Credit Agreement,  filed as  Exhibit 4.9  to Coltec's Annual
          Report on Form 10-K for the  fiscal year ended December 31,  1993
          and incorporated herein by reference.
   4.10  Fifth  Amendment,  dated  as  of  May  26,  1993,  to  the  Credit
          Agreement, filed as  Exhibit 4.10  to Coltec's  Annual Report  on
          Form  10-K  for  the  fiscal year  ended  December  31,  1993 and
          incorporated herein by reference.
   4.11  Sixth Waiver, dated as of August 3, 1993, to the Credit Agreement,
          filed as Exhibit 4.11 to Coltec's Annual Report on Form 10-K  for
          the  fiscal year ended December  31, 1993 and incorporated herein
          by reference.
</TABLE>
 
                                      I-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
-------
<C>      <S>                                                                 <C>
   4.12  Seventh Consent,  dated as  of  October 27,  1993, to  the  Credit
          Agreement,  filed as  Exhibit 4.12  to Coltec's  Annual Report on
          Form 10-K  for  the  fiscal  year ended  December  31,  1993  and
          incorporated herein by reference.
   4.13  Eighth  Waiver,  dated  as of  December  23, 1993,  to  the Credit
          Agreement, filed as  Exhibit 4.13  to Coltec's  Annual Report  on
          Form  10-K  for  the  fiscal year  ended  December  31,  1993 and
          incorporated herein by reference.
   4.14  Credit Agreement among  Coltec, Various Banks,  The Co-Agents  and
          Bankers  Trust Company, as Administrative Agent dated as of March
          24, 1992 and  Amended and Restated  as of January  11, 1994  (the
          "Amended  Credit Agreement"),  filed as Exhibit  4.14 to Coltec's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1993 and incorporated herein by reference.
   4.15  First Waiver dated as of December  15, 1994 to the Amended  Credit
          Agreement filed as Exhibit 4.15 to Coltec's Annual Report on Form
          10-K for the fiscal year ended December 31, 1994 and incorporated
          herein by reference.
   4.16  Second  Waiver  dated as  of June  5, 1995  to the  Amended Credit
          Agreement.
   4.17  Second Amendment  dated as  of November  17, 1995  to the  Amended
          Credit Agreement.
   4.18  Form  of Indenture, dated  as of October  26, 1992, between Coltec
          and United States Trust Company of New York, as Trustee, relating
          to Coltec's 9 3/4% Senior Notes  Due 1999 (including the form  of
          9  3/4% Senior Note  Due 1999), filed as  Exhibit 4.1 to Coltec's
          Regis-tration  Statement   on  Form   S-3  (No.   33-52414)   and
          incorporated herein by reference.
   4.19  Indenture,  dated as of  April 1, 1992,  between Coltec and United
          States Trust  Company  of  New  York,  as  Trustee,  relating  to
          Coltec's  9 3/4%  Senior Notes  Due 2000  (including the  form of
          9 3/4% Senior Note Due 2000), filed as Exhibit 4 to the Form  8-K
          and incorporated herein by reference.
   4.20  Indenture,  dated as of April 1,  1992, between Coltec and Norwest
          Bank Minnesota,  National Association,  as Trustee,  relating  to
          Coltec's  10 1/4%  Senior Subordinated Notes  Due 2002 (including
          the form of 10 1/4% Senior Subordinated Note Due 2002), filed  as
          Exhibit  5 to the Form 8-K  and incorporated herein by reference.
          Pursuant to paragraph (4)(iii) of Item 601(b) of Regulation  S-K,
          there are omitted certain agreements, which the registrant hereby
          agrees to furnish to the Commission upon request.
  10.1*  Form  of  Family  Protection  Agreement  used  in  connection with
          Coltec's Family  Protection Program,  filed as  Exhibit 3.5.1  to
          Coltec's  Registration  Statement  on Form  8-B,  filed  with the
          Securities  and  Exchange  Commission   on  June  25,  1976   and
          incorporated herein by reference.
  10.2*  Benefits  Equalization Plan  of Coltec,  filed as  Exhibit 10.2 to
          Coltec's Annual Report  on Form  10-K for the  fiscal year  ended
          December 31, 1988 and incorporated herein by reference.
  10.3*  Amendment  No.  1  to  the Benefits  Equalization  Plan,  filed as
          Exhibit 10.3  to Coltec's  Annual  Report on  Form 10-K  for  the
          fiscal  year ended December  31, 1993 and  incorporated herein by
          reference.
  10.4*  Supplemental Retirement Savings Plan  of Coltec, filed as  Exhibit
          10.3  to Coltec's Annual Report on  Form 10-K for the fiscal year
          ended December 31, 1988 and incorporated herein by reference.
</TABLE>
 
                                      I-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
-------
<C>      <S>                                                                 <C>
  10.5*  Coltec's 1977 Long-Term Performance Plan, filed as Exhibit 10.5 to
          the Form S-2/S-3 Registration  Statement and incorporated  herein
          by reference.
  10.6*  Amendment to Coltec's 1977 Long-Term Performance Plan described in
          Proposal  2  of  Coltec's  Proxy Statement  for  its  1981 Annual
          Meeting of  Shareholders,  filed  as Exhibit  10.6  to  the  Form
          S-2/S-3   Registration  Statement  and   incorporated  herein  by
          reference.
  10.7*  Amendment No. 2 to Coltec's 1977 Long-Term Performance Plan, filed
          as Exhibit 10.7  to the Form  S-2/S-3 Registration Statement  and
          incorporated herein by reference.
  10.8*  Employment  Agreement between Coltec and John W. Guffey, Jr. dated
          June 1, 1995.
  10.9*  Form of Employment Agreement between Coltec and Paul G. Schoen and
          Laurence H. Polsky dated June 1, 1995.
  10.10* Form of Employment Agreement between Coltec and John M.  Cybulski,
          Richard L. Dashnaw and Robert J. Tubbs dated June 1, 1995.
  10.11* Resolutions  adopted by the  Board of Directors  of Coltec on July
          14, 1982 establishing a pension program for directors who are not
          otherwise entitled to  a pension  from Coltec,  filed as  Exhibit
          10.16  to  the  Form S-2/S-3  Registration  Statement  and incor-
          porated herein by reference.
  10.12* The  Incentive   Plan  for   Certain  Employees   of  Coltec   and
          Subsidiaries  (the "Incentive  Plan"), filed as  Exhibit 10.22 to
          the Form S-2  Registration Statement and  incorporated herein  by
          reference.
  10.13* Amendments  to  the  Incentive  Plan, filed  as  Exhibit  10.13 to
          Coltec's Annual Report  on Form  10-K for the  fiscal year  ended
          December 31, 1993 and incorporated herein by reference.
  10.14* Coltec's  1992 Stock Option  and Incentive Plan,  filed as Exhibit
          10.24 to Coltec's Annual Report on Form 10-K for the fiscal  year
          ended December 31, 1991 and incorporated herein by reference.
  10.15* Amendment  No. 1  to the  Coltec 1992  Stock Option  and Incentive
          Plan, filed as Exhibit  10.15 to Coltec's  Annual Report on  Form
          10-K for the fiscal year ended December 31, 1993 and incorporated
          herein by reference.
  10.16* 1994 Long-Term Incentive Plan of Coltec, filed as Exhibit 10.16 to
          Coltec's  Annual Report  on Form 10-K  for the  fiscal year ended
          December 31, 1993 and incorporated herein by reference.
  10.17* Resolutions of the Board of Directors  of Coltec on July 13,  1995
          amending Section 6(a) of the 1994 Long-Term Incentive Plan.
  10.18* Annual  Incentive Plan For Certain  Employees of Coltec Industries
          Inc and  Its Subsidiaries,  filed as  Exhibit 10.17  to  Coltec's
          Annual Report on Form 10-K for the fiscal year ended December 31,
          1993 and incorporated herein by reference.
  10.19  1994  Stock Option  Plan for  Outside Directors,  filed as Exhibit
          10.18 to Coltec's Annual Report on Form 10-K for the fiscal  year
          ended December 31, 1993 and incorporated herein by reference.
  10.20  Deferred Compensation Plan For Non-Employee Directors.
  10.21  Resolution  of the  Board of Directors  of Coltec on  May 30, 1995
          establishing a  Change In  Control arrangement  for  non-employee
          directors.
  12.1   Computation of Ratio of Earnings to Fixed Charges.
  13.1   Portions of Coltec's 1995 Annual Report to Shareholders.
</TABLE>
 
                                      I-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
-------
<C>      <S>                                                                 <C>
  21.1   List of Subsidiaries of Coltec.
  23.1   Consent of Arthur Andersen LLP.
  27.1   Financial Data Schedule.
</TABLE>
 
------------------------
*These  exhibits are management contracts  or compensatory plans or arrangements
 required to be filed as an exhibit to this Form 10-K pursuant to item 14(c)  of
 Form 10-K.
 
                                      I-4