1
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 30, 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:
THE B.F.GOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN
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 28217-457
2
REQUIRED INFORMATION
1. Audited Financial Statements for the Plan.
The Report of Independent Auditors; Statements of Assets Available for
Benefits as of December 30, 1999 and December 31, 1998; and Statement
of Changes in Assets Available for Benefits for the year ended December
30, 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
3
AUDITED FINANCIAL STATEMENTS
The BFGoodrich Company Retirement Plus Savings Plan, for the years ended
December 30, 1999 and December 31, 1998 with Report of Independent Auditors
4
The BFGoodrich Company Retirement Plus Savings Plan
Audited Financial Statements
Years Ended December 30, 1999 And December 31, 1998
Contents
Audited Financial Statements
Report of Independent Auditors................................................1
Statements of Assets Available for Benefits...................................2
Statements of Changes in Assets Available for Benefits........................3
Notes to Financial Statements.................................................4
5
Report of Independent Auditors
The BFGoodrich Company
Retirement Plus Savings Plan
Committee
We have audited the accompanying statements of assets available for benefits of
The BFGoodrich Company Retirement Plus Savings Plan as of December 30, 1999 and
December 31, 1998, and the related statements of changes in assets available for
benefits for the years then ended. 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
30, 1999 and December 31, 1998, and the changes in its assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
/S/ Ernst & Young LLP
June 23, 2000
1
6
The BFGoodrich Company Retirement Plus Savings Plan
Statements of Assets Available for Benefits
DECEMBER 30, DECEMBER 31,
1999 1998
------------ ------------
ASSETS
Investments, at fair value:
The BFGoodrich Retirement
Plus Savings Plan Master
Trust (Notes 2 and 4) $486,710,323 $497,599,315
------------ ------------
Receivables
Contributions:
Participants 992,523 594,913
The BFGoodrich Company 671,069 424,201
------------ ------------
Total receivables 1,663,592 1,019,114
------------ ------------
Assets available for benefits $488,373,915 $498,618,429
============ ============
See accompanying notes to financial statements.
2
7
The BFGoodrich Company Retirement Plus Savings Plan
Statements of Changes in Assets Available for Benefits
YEAR ENDED YEAR ENDED
DECEMBER 30, DECEMBER 31,
1999 998
------------- -------------
ADDITIONS
Investment income:
Interest $ 6,721,614 $ 7,024,161
Dividends 16,120,241 12,942,082
Net realized and unrealized appreciation (depreciation) in
aggregate fair value of investments (34,775,496) (616,018)
------------- -------------
(11,933,641) 19,350,225
------------- -------------
Contributions from:
Participants 25,310,188 24,659,896
The BFGoodrich Company 14,703,833 13,612,428
------------- -------------
40,014,021 38,272,324
------------- -------------
Total additions 28,080,380 57,622,549
DEDUCTIONS
Withdrawals and terminations 38,109,523 29,149,852
Administrative expenses (Note 2) 215,371 185,235
------------- -------------
Total deductions 38,324,894 29,335,087
------------- -------------
(10,244,514) 28,287,462
Trust to trust transfers (Note 1):
Freedom -- 31,631,572
C.H. Patrick -- 4,081,230
------------- -------------
Net increase (decrease) (10,244,514) 64,000,264
Assets available for benefits at beginning of year 498,618,429 434,618,165
------------- -------------
Assets available for benefits at end of year $ 488,373,915 $ 498,618,429
============= =============
See accompanying notes to financial statements.
3
8
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements
December 30, 1999
1. DESCRIPTION OF THE PLAN
The BFGoodrich Company Retirement Plus Savings Plan (the "Plan") is a defined
contribution plan covering substantially all non-bargaining unit employees of
The BFGoodrich Company (the "Company") and certain subsidiaries of the Company
to which the Plan has been extended. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
During 1999, the fiscal year end of the Plan was changed from December 31 to
December 30. The period from January 1, 1999 to December 30, 1999 is referred to
as "the year ended December 30, 1999" in these financial statements.
Effective February 1, 1994, The BFGoodrich Company Retirement Plus Savings Plan
Master Trust (the "Master Trust") was established to hold the assets of the Plan
and the assets of The BFGoodrich Company Retirement Plus Savings Plan For Wage
Employees. All investment information disclosed in the financial statements,
including investments held at December 30, 1999 and December 31, 1998, and net
appreciation (depreciation) in fair value of investments, and interest and
dividend income for the years ended December 30, 1999 and December 31, 1998, was
obtained or derived from information supplied and certified as complete and
accurate by Fidelity Investments (the "Trustee").
The plans of certain businesses acquired by the Company were merged into the
Plan as follows:
o Effective May 1, 1998, the C.H.Patrick Retirement Savings Plan covering
salaried employees was merged into the Plan, resulting in a transfer of
$4,081,230 to the Plan.
o Effective December 31, 1998, the portions of the Hilton Davis Company
Employee's Retirement Savings Plan, the Kalama Chemical Inc. Savings &
Retirement Plan, and the Freedom Textile Chemical Savings Plan covering
salaried employees were merged into the Plan, resulting in a transfer of
$31,631,572 to the Plan.
The Plan offers participants the choice of two savings options: an after-tax
savings option and a pretax, 401(k) savings option. Under the after-tax savings
option, employee contributions are subject to federal income taxes, whereas
under the pre-tax savings option the participant postpones paying federal income
taxes on the amount of contributions deducted from their salary until the
contributions are withdrawn from the Plan. Participants can elect to participate
in either or both of the savings options. Participants can contribute to each of
the investment funds under both savings options.
4
9
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Each employee who elects to become a participant in the Plan authorizes a
payroll deduction from 1% to 18% of their eligible earnings, subject to
limitations under the Internal Revenue Code (the "Code").
The Plan provides that for each plan year the employer will contribute a
percentage of the participants' contributions that are 6% or less of the
participants' monthly eligible earnings. The employer contribution rate is 100%
of participants' eligible contributions to the BFGoodrich Stock Fund and 50% of
participants' eligible contributions to the other funds, except for participants
at two small business units of the Company in which case the employer
contribution rates are 50% for the BFGoodrich Stock Fund. Under certain
conditions, participants can redirect the employer matching contributions to
other investment funds. Retirement contributions made to the Plan accounts of
participants who are eligible to receive these contributions are invested only
in the Managed Income Fund. Retirement contributions may be redirected to the
other investment funds with no restrictions.
The Plan provides for the acceptance of rollover contributions from other plans
qualified under the Code. Rollover contributions can be made only in cash to the
Plan's pre-tax savings option.
Dividends, interest and proceeds from sale of investments in each Fund are
reinvested in the respective Fund.
Participant contributions are always fully vested. Company contributions vest
immediately upon completion of three years of service by the participant.
Effective April 9, 1999 a change in control as defined in the Plan occurred
resulting in all participants on that date becoming fully vested in Company
contributions. Company contributions, excluding retirement contributions made
after January 1, 1990, may not be withdrawn until the participant reaches age 55
or upon termination, disability or death. Forfeitures are applied to reduce
contributions required by the Company.
A participant who elects to withdraw from the Plan is paid the current value of
his or her vested account balance. Distributions from the BFGoodrich Stock Fund
are made in cash or stock of the Company, and distributions from the other funds
are made in cash.
Participants may borrow against their employee contributions and related
earnings as permitted under the Code not to exceed the lesser of $50,000 or 50%
of their vested account balance.
5
10
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Loan terms range from 1 to 5 years or up to 15 years for the purchase of a
primary residence. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with prevailing market rates as
determined monthly by the Trustee. Principal and interest is paid ratably
through monthly payroll deductions.
Administrative expenses relating to record keeping and investment management
fees are paid by the Plan and charged to participants' accounts. These expenses
are charged against the earnings of the investment funds in which the
participants' funds are invested.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue such contributions at any time and terminate the
Plan subject to the provisions of ERISA. In the event of a termination of the
Plan, the net assets of the Plan will be distributed to the participants based
on the value of their accounts. Since this is an individual account plan, the
Pension Benefit Guaranty Corporation does not guarantee any benefits.
The foregoing description of the Plan provides only general information.
Participants should refer to the plan document for a more complete description
of the Plan's provisions. Copies of the plan document are available from the
Human Resource Department of the Company.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are reported on the accrual basis of
accounting.
INVESTMENT VALUATION
The Plan's investments are held in the Master Trust, a master investment trust
administered by the Trustee. Participation units of the Master Trust are stated
at the underlying fair value of the trust investments. The asset value of the
BFGoodrich Stock Fund is derived from the value of the Plan Sponsor's common
stock. Investments in the individual Fidelity mutual funds are valued at quoted
market prices on the last business day of the Plan year. Investments in the
Managed Income Fund are primarily investment contracts, offered by major
insurance companies and other approved financial institutions (with an average
yield of 6.1% in 1999 and 6.4% in 1998), and are valued at contract value (which
approximates fair value). The loans to participants are valued at their
outstanding balance which approximates fair value. Temporary investments
represent investments in short-term fixed income obligations which have a fair
value approximately equal to cost.
6
11
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated August 28, 1996, stating that the Plan is qualified under Section 401(a)
of 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 BFGoodrich Company Retirement Plus Savings Plan
Committee 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.
4. INVESTMENTS
The investment in the BFGoodrich Retirement Plus Savings Plan Master Trust
represents the Plan's proportionate interest in the assets of the Master Trust
at December 30, 1999 and December 31, 1998, respectively. The Plan's investment
in the BFGoodrich Retirement Plus Savings Plan Master Trust represented 83.6%
and 84.7% of the total net assets of the Master Trust at December 30, 1999 and
December 31, 1998, respectively.
7
12
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
The Plan has a divided interest in the Participant Loan Account which reflects
the Plan's specific loan transactions. Participation by the Plan in the Master
Trust investment accounts is increased or decreased by the purchase or
redemption of units of participation at the unit value established at the end of
the day on which the purchase or redemption of units occurred. Summarized
financial information for the Master Trust is as follows:
DECEMBER 30, DECEMBER 31,
1999 1998
------------ ------------
Statement of Assets
Investments at fair value:
BFGoodrich Stock Fund $181,822,425 $216,563,164
Fidelity Investments 370,820,646 341,384,855
Loans to participants 27,924,911 27,667,984
------------ ------------
Total investments 580,567,982 585,616,003
Total receivables 1,922,255 1,620,379
------------ ------------
Assets payable to participating plans $582,490,237 $587,236,382
============ ============
DECEMBER 30, DECEMBER 31,
1999 1998
------------ ------------
Statement of Changes in Assets
Assets payable to participating plans at
beginning of year $587,236,382 $503,497,414
Total additions 79,194,986 119,574,377
Total deductions (44,489,954) (36,831,435)
Net realized and unrealized appreciation
(depreciation) in fair value of investments (39,451,177) 996,026
------------ ------------
Assets payable to participating plans at
end of year $582,490,237 $587,236,382
============ ============
8
13
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
5. NONPARTICIPANT-DIRECTED INVESTMENTS
The Plan's investment options are participant-directed with the exception of the
BFGoodrich Stock Fund and the Managed Income Fund. The employer match on
participant contributions is automatically invested in the BFGoodrich Stock
Fund, and may only be redirected under certain conditions. Retirement
contributions are automatically invested in the Managed Income Fund and may be
redirected by participants with no restrictions. As the participant-directed and
non-participant directed amounts cannot be separately determined, these
investment options are considered to be non-participant directed for financial
statement disclosure purposes under Statement of Position 99-3, "Accounting for
and Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters".
Information about the assets and the significant components of the changes in
the assets relating to the non-participant directed investments is as follows:
BFGOODRICH STOCK FUND MANAGED INCOME FUND
DECEMBER 30, DECEMBER 31, DECEMBER 30, DECEMBER 31,
1999 1998 1999 1998
------------ ------------ ------------ -----------
ASSETS:
Investments, at fair value:
The BFGoodrich Retirement Savings
Plan Master Trust $160,778,211 $194,456,875 $ 89,705,445 $93,687,645
Contributions receivable 1,286,485 818,095 93,650 61,863
------------ ------------ ------------ -----------
$162,064,696 $195,274,970 $ 89,799,095 $93,749,508
============ ============ ============ ===========
YEAR ENDED YEAR ENDED
DECEMBER 30, DECEMBER 30,
1999 1999
------------ ------------
CHANGES IN ASSETS:
Total additions $ 36,142,317 $ 8,418,252
Total deductions (12,013,860) (12,368,665)
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (57,338,731) --
------------ ------------
$(33,210,274) $ (3,950,413)
============ ============
9
14
The BFGoodrich Company Retirement Plus Savings Plan
Notes to Financial Statements (continued)
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
All legal and accounting expenses of the Plan are paid by the Company. Other
than as described above or pursuant to the Master Trust agreement, the Plan has
had no agreements or transactions with any parties-in-interest.
7. NUMBER OF PARTICIPANTS (UNAUDITED)
At the end of 1999 and 1998 there were 8,149 and 7,668 participants,
respectively, with account balances in the Plan.
10