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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________ to _____________
Commission file number 1-892
A. Full title and the address of the plan, if different from that
of the issuer named below:
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY
COLLECTIVE BARGAINING AGREEMENTS
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
The B.F. Goodrich Company
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, NC 28217-4578
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REQUIRED INFORMATION
1. Audited Financial Statements for the Plan.
The Report of Independent Auditors; Statements of Assets Available for
Benefits as of December 31, 1999 and December 31, 1998; and Statement
of Changes in Assets Available for Benefits for the year ended December
31, 1999.
2. Exhibit 23
Consent of Independent Auditors - Ernst & Young LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
B.F.Goodrich Company Retirement Plus Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE B.F.GOODRICH COMPANY
RETIREMENT PLUS SAVINGS PLAN COMMITTEE
June 27, 2000 /S/ Kevin P. Heslin
------------------------------------
Kevin P. Heslin
Chairman of The B.F.Goodrich Company
Retirement Plus Savings Plan Committee
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Audited Financial Statements and
Supplemental Schedule
ROHR, INC. SAVINGS PLAN FOR
EMPLOYEES COVERED BY COLLECTIVE
BARGAINING AGREEMENTS
December 31, 1999 and 1998 and
Year Ended December 31, 1999
With Report of Independent Auditors
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Audited Financial Statements and Supplemental Schedule
December 31, 1999 and 1998 and
Year Ended December 31, 1999
CONTENTS
Report of Independent Auditors......................................... 1
AUDITED FINANCIAL STATEMENTS
Statements of Assets Available for Benefits............................ 2
Statement of Changes in Assets Available for Benefits.................. 3
Notes to Financial Statements.......................................... 4
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year......... 10
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Report of Independent Auditors
The BFGoodrich Company
Retirement Plus Savings Plan
Committee
We have audited the accompanying statements of assets available for benefits of
Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements as of December 31, 1999 and 1998, and the related statement of
changes in assets available for benefits for the year ended December 31, 1999.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 1999 and 1998, and the changes in its assets available for benefits for the
year ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 31, 1999, is presented for purposes
of additional analysis and is not a required part of the financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/S/ Ernst & Young LLP
June 23, 2000
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Statements of Assets Available for Benefits
DECEMBER 31
1999 1998
-------------------------------
ASSETS
Investments, at fair value (Note C) $ 248,954 $ 33,964,744
-------------------------------
ASSETS AVAILABLE FOR BENEFITS $ 248,954 $ 33,964,744
===============================
See accompanying notes to financial statements.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Statement of Changes in Assets Available for Benefits
YEAR ENDED
DECEMBER 31, 1999
------------------
ADDITIONS
Investment income:
Net appreciation in fair value
of investments (Note C) $ 410,645
Dividends and interest 2,320,140
-----------
2,730,785
Contributions:
Employees 1,810,854
Employer 660,252
-----------
2,471,106
-----------
Total additions 5,201,891
DEDUCTIONS
Withdrawals and benefit payments 2,468,313
Administrative expenses 7,788
-----------
Total deductions 2,476,101
-----------
Net increase 2,725,790
Assets available for benefits at beginning of year 33,964,744
Assets transferred to The Pretax Savings Plan for the
Salaried Employees of Rohr, Inc. (Note A) 36,441,580
-----------
ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 248,954
===========
See accompanying notes to financial statements.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
December 31, 1999
A. DESCRIPTION OF THE PLAN
The following description of the Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution savings plan, first made effective January 1,
1966, and restated as of December 1, 1994. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The purpose of
the Plan is to provide a regular savings and investment program for eligible
employees of BFGoodrich Aerospace, Aerostructures and Aviation Group, formerly
Rohr, Inc., (the "Company"), which was acquired by The B.F.Goodrich Company
("BFGoodrich").
On December 31, 1999, all obligations under this plan to provide benefits with
respect to members whose benefits and other terms of employment have been
determined pursuant to the collective bargaining agreement between the Company
and the International Association of Machinists and Aerospace Workers were
assumed by, and the assets held in connection with such benefits were
transferred to, The Pretax Savings Plan for Salaried Employees of Rohr, Inc.
The remaining participants in the Plan are covered under a collective bargaining
agreement between the Company and the International Union of Operating
Engineers. Currently, this contract which expires in June 2000, is being
renegotiated and it is the Company's intention to transfer these remaining
participants to The Pretax Savings Plan for Salaried Employees of Rohr, Inc. in
late 2000.
PARTICIPATION IN THE PLAN
Employees of the Company are eligible to participate in the Plan if they: (1)
are covered by a collective bargaining agreement specifying that they are to be
covered by the Plan and (2) have completed 12 calendar months of employment.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
A. DESCRIPTION OF THE PLAN--CONTINUED
CONTRIBUTIONS
Upon enrollment in the Plan, participants may elect to contribute fixed amounts
to the Plan ranging from $10 to $140 for each two week pay period. Such
contributions are made by payroll deductions.
The Company contributes an amount equal to fifty percent of the first $70 of the
contribution made by each participant for any two-week payroll period.
VESTING PROVISIONS
Participants vest 20% in the Company's contributions for each year in which they
work 1,000 hours.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
the Company's contributions. The accounts are further adjusted for allocations
of the Plan investment income or losses and administrative expenses.
WITHDRAWALS
Under the Plan, a participating employee or his or her legal successors will be
entitled to a distribution of the value of the investments held in his or her
account upon retirement, death, entry into the armed forces, permanent and total
disability, layoff or termination for other reasons. Upon termination of
employment for any reason, participants have the option of deferring
distribution of the vested value of his or her account until the later of
retirement or attainment of age 70-1/2. Active employees must make a total
withdrawal by April 1 following the calendar year they attain the age 70-1/2.
Participants may elect to have Employer Stock Fund distributions paid in shares,
with residual amounts (fractional shares) paid in cash. Distributions are paid
in cash unless stock is requested.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
A. DESCRIPTION OF THE PLAN--CONTINUED
A participant may voluntarily withdraw from participation in the Plan but may
not thereafter become a participant in the Plan again until 12 months have
elapsed. The amount distributable upon withdrawal includes the full value of the
investments held in the withdrawing participant's account attributable to his
own contributions and the value of the investments attributable to that portion
of the Company's contributions that has become vested.
A participant may also make a partial withdrawal of the amounts in his or her
account under the Plan if such a partial withdrawal is approved by the Plan
Administrator as being required to relieve financial hardship caused by such
matters as illness or disability of the participant or a dependent member of his
or her immediate family or a situation beyond the participant's control
involving serious financial loss.
Only one partial withdrawal may be made during any six month period, and for six
months after such partial withdrawal no further contributions may be made by the
participant or the Company for his or her account. Any partial withdrawal must
be for at least $100, and any larger amount must be in additional increments of
$50. Withdrawals can only be made from fully vested Company contributions or
from participant contributions that have been in the Plan at least seventeen
quarters.
FORFEITURE OF INTEREST
The value of investments in each participant's account attributable to the
participant's own contributions is not subject to forfeiture. Any participant
who voluntarily withdraws from participation or whose employment is terminated
for reasons other than retirement, layoff for four weeks or more, death, entry
into the armed forces or permanent and total disability will forfeit that
portion of the value of his account attributable to the Company's contributions
in which no interest has vested.
All amounts forfeited under the Plan will remain in the Plan and used to reduce
future contributions to the Plan by the Company. If the Plan is terminated, any
forfeited amounts not yet applied against Company contributions will accrue
ratably to the remaining participants in the Plan at the date of termination.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
A. DESCRIPTION OF THE PLAN--CONTINUED
PLAN TERMINATION
The Company has the right to terminate the Plan at any time, except as provided
in any applicable provision in a collective bargaining agreement whose term has
not expired. Upon termination of the Plan, the entire amount of each
participant's account (including that portion of the account attributable to the
Company's contributions which would not otherwise be vested) shall become fully
vested and nonforfeitable.
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of accounting.
INVESTMENT VALUATION
The Plan investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year end. The Employer Stock Fund is
a unitized fund comprised of common stock of BFGoodrich and short-term cash
investments. The unit value of the fund is derived from the market values of the
common stock and the short-term cash investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
C. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
DECEMBER 31
1999 1998
--------------------------
Fidelity Growth and Income Portfolio, 3,216
and 545,724 shares, respectively $ 151,669 $ 25,015,976
Fidelity Short-Term Bond Portfolio, 11,036
and 711,509 shares, respectively 93,803 6,197,248
Fidelity Retirement Money Market Portfolio,
1,797 and 1,920,523 shares, respectively 1,797 1,920,523
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$410,645 as follows:
Mutual Funds $ 593,198
Employer Stock Fund (182,553)
----------
$ 410,645
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D. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated August 30, 1995, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
Notes to Financial Statements
E. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Company pays certain legal and accounting expenses of the Plan. Other than
as described above or pursuant to the Trust Agreement with Fidelity Investments,
the Plan has no agreements or transactions with any parties-in-interest.
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Rohr, Inc. Savings Plan for Employees Covered
by Collective Bargaining Agreements
EIN 95-1607455 Plan-004
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
Description of Investment,
Identity of Issue, Including Maturity Date,
Borrower, Lessor, Rate of Interest, Par or Current
or Similar Party Maturity Value Value
- --------------------------------------------------------------------------------
Fidelity Growth and Income Portfolio* 3,216 shares $ 151,669
Fidelity Short-Term Bond Portfolio* 11,036 shares 93,803
Fidelity Retirement Money Market Portfolio* 1,797 shares 1,797
Employer Stock Fund* 81 units 1,685
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TOTAL $ 248,954
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* Indicates party-in-interest to the Plan.
Note: Cost information has not been included above because all investments are
participant directed.
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