1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[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 1-892
THE B.F.GOODRICH COMPANY
(Exact name of registrant as specified in its charter)
New York 34-0252680
(State of incorporation) (I.R.S. Employer Identification No.)
3925 Embassy Parkway
Akron, Ohio 44333-1799
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 374-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $5 par value New York Stock Exchange
9 5/8% Notes, maturing in 2001
7% Subordinated Debentures, maturing to 1997 New York Stock Exchange
8.30% Cumulative Quarterly Income Preferred
Securities, Series A* New York Stock Exchange
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* Issued by BFGoodrich Capital and the payments of trust distributions and
payments on liquidation or redemption are guaranteed under certain
circumstances by The B.F.Goodrich Company. The B.F.Goodrich Company is the
owner of 100% of the common securities issued by BFGoodrich Capital, a Delaware
statutory business trust.
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
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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 reference in Part III of this Form 10-K. [ ]
The aggregate market value of the voting stock, consisting solely of common
stock, held by nonaffiliates of the registrant as of February 5, 1996 was
$1,952.9 million ($74.125 per share). On such date, 26,345,956 of such shares
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1995 Annual Report to Shareholders are incorporated by
reference into Parts I, II and IV.
Portions of the proxy statement dated February 29, 1996 are incorporated by
reference into Part III.
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PART I
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ITEM 1. BUSINESS
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GENERAL DEVELOPMENT OF BUSINESS
The B.F.Goodrich Company ("BFGoodrich" or the "Company") manufactures and
supplies a wide variety of systems and component parts for the aerospace
industry and provides maintenance, repair and overhaul services on commercial,
regional and general aviation aircraft. The Company also manufactures
specialty plastics, specialty additives and sealants, coatings and adhesives
products for a variety of end-user applications. In addition, the Company
produces chlor-alkali and olefins products. A further description of the
Company's business is provided below.
BFGoodrich, with 1995 sales of $2.4 billion, is organized into two principal
business segments: BFGoodrich Aerospace ("Aerospace") and BFGoodrich Specialty
Chemicals ("Specialty Chemicals"). The chlor-alkali and olefins operation,
principally a commodities business, is reported as "Other Operations." The
Company maintains patent and technical assistance agreements, licenses and
trademarks on its products, process technologies and expertise in most of the
countries in which it operates. The Company conducts its business through
numerous business groups of BFGoodrich and over 63 wholly- and majority-owned
subsidiaries worldwide.
The principal executive offices of BFGoodrich are located in Bath Township,
Summit County, Ohio with a mailing address at 3925 Embassy Parkway, Akron, Ohio
44333-1799 (telephone (216) 374-2000).
The Company was incorporated under the laws of the State of New York on May 2,
1912 as the successor to a business founded in 1870.
During 1995, the Company acquired four small aerospace businesses and two small
specialty chemical businesses for an aggregate price of $15.4 million.
Operations of these businesses are included in the Company's results from the
dates of acquisition.
In 1995, the Company sold Arrowhead Industrial Water, Inc., which represented
substantially all of the Water Systems and Services Group. The adjusted
selling price of $84.3 million resulted in a pretax gain of $3.6 million.
During 1994, the Company acquired two small specialty chemical businesses which
manufacture coatings and products for the textile industry. Operations of
these businesses are included in the Specialty Chemicals business segment since
the dates of acquisition.
In 1993, the Company acquired certain assets and assumed certain liabilities of
eight businesses and acquired the minority interest in a previously
majority-owned subsidiary, for approximately
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$528.5 million. Acquisitions of Aerospace businesses amounted to approximately
$504.8 million. These acquisitions included the Cleveland Pneumatic Company
Division and Cleveland Pneumatic Product Service Division (collectively
referred to as "Cleveland Pneumatic") for approximately $193.4 million from
Pneumo Abex Corporation, a wholly-owned subsidiary of Abex Inc. and the
aerospace business ("Rosemount Aerospace") of Rosemount Inc., a wholly-owned
subsidiary of Emerson Electric Company for approximately $301.1 million.
Cleveland Pneumatic designs, develops and manufactures landing gear for
commercial and military aircraft and also provides overhaul service for
commercial aircraft landing gear. Principal manufacturing facilities are
located in Cleveland, Ohio and Tullahoma, Tennessee.
Rosemount Aerospace designs and manufactures aerospace sensors and related
equipment in facilities located in Burnsville and Eagan, Minnesota.
The other Aerospace acquisitions, which were, in the aggregate, not
significant, include a specialty heating and avionics power business and a
manufacturer of automated test equipment for aircraft.
The three Specialty Chemicals businesses acquired in 1993 included a water
management business (which was subsequently included in and sold along with
Arrowhead Industrial Water, Inc.), a manufacturer of urethane polymer resins
and a small reaction-injection-molding business. These acquisitions in the
aggregate were not significant.
In December 1993, the Company disposed of its remaining investment in The Geon
Company. The Geon Company ("Geon") was formed in early 1993 from the business
(other than the chlor-alkali, ethylene and utilities operations primarily
located at Calvert City, Kentucky) that was previously included in the former
Geon Vinyl Division of BFGoodrich. The disposition of Geon through public
offerings of stock generated net cash proceeds of $470.4 million and a
financial gain of $110.9 million after tax. Prior to the sale of Geon, the
Company received a special distribution of $160.0 million from Geon. Net
assets of Geon, including equity in earnings of the business to the dates of
disposition, were approximately $247.0 million.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
In 1995, 1994 and 1993 sales to U.S. government departments and agencies,
principally in the Aerospace business segment, totaled approximately 8 percent,
10 percent and 10 percent, respectively, of consolidated sales.
For financial information concerning the Company's sales, operating income,
identifiable assets, property additions, depreciation and amortization and
geographic information, see Note H of the Notes to Consolidated Financial
Statements appearing beginning on page 34 of the Company's 1995 Annual Report
to Shareholders, which is incorporated herein by reference.
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NARRATIVE DESCRIPTION OF BUSINESS
Aerospace
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The Company's Aerospace business is conducted through four major business
groups.
Landing Systems Group manufactures aircraft landing gear; aircraft wheels and
brakes; and high-temperature composites for commercial, military, regional and
business aviation customers, and for aircraft engine and space programs.
Sensors and Integrated Systems Group manufactures sensors and sensor-based
systems; fuel measurement and management systems; engine electrical and
ignition system components; electromechanical actuators; aircraft windshield
wiper systems; health and usage management systems and electronic test
equipment for commercial, military, regional and business aviation customers,
and space programs.
Safety Systems Group manufactures aircraft evacuation slides and rafts; ice
protection systems; specialty heated products; collision warning systems;
weather detection systems; standby attitude indicators; airport and aircraft
lighting components; and polymer and composite products for commercial,
military, regional, business and general aviation customers.
Maintenance, Repair and Overhaul Group ("MRO") provides maintenance, repair and
overhaul of commercial airframes, components, wheels and brakes, landing gear,
instruments and avionics for commercial, regional, business and general
aviation customers.
The Company is among the largest suppliers of aircraft systems and components
and aircraft maintenance repair and overhaul service businesses in the world.
It competes with other aerospace industry manufacturers to supply parts and
provide service on specific fleets of aircraft, frequently on a
program-by-program bid basis. Competition is primarily based on product
performance, service capability and price. Contracts to supply systems and
components and provide service are generally with aircraft manufacturers,
airlines and airfreight businesses worldwide. The Company also competes on
U.S. government contracts, generally as a subcontractor. Competition is
principally based on product performance and price.
Specialty Chemicals
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The Company's Specialty Chemicals business is conducted through three major
business groups.
Specialty Plastics Group manufactures thermoplastic polyurethane and alloys;
high-heat-resistant and low-combustibility plastics; static-dissipating
polymers; and reaction-injection molding resins. Products are marketed and
sold to manufacturers for film and sheet applications; wire and cable
jacketing; and magnetic media. Specialty plastics are also used in the
manufacture of automotive products; recreational vehicles and products;
agricultural equipment; industrial equipment; plumbing and industrial pipe;
fire sprinkler systems and building material components.
Specialty Additives Group manufactures synthetic thickeners and emulsifiers;
controlled release and suspension agents; polymer emulsions; rubber and
lubricant additives and plastic and adhesive
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modifiers. These products are used by manufacturers of personal-care products;
pharmaceuticals; liquid soaps and detergents; water treatment products;
electronics; tires and petroleum products and molded plastics. Specialty
additives are also used in textile printing manufacturing; non-woven
manufacturing; paper coating and saturation; graphic arts; and paints and
industrial coatings.
Sealants, Coatings and Adhesives Group manufactures insulating glass sealants;
construction sealants and water proofing coatings; commercial glazing products
and roofing products. This Group also manufactures automotive sealants;
adhesives and paint products; structural adhesives; laminating adhesives and
rust paints and primers. Products are sold to manufacturers of windows; the
construction and building maintenance industry and automotive and aircraft
assembly industries. Other products are sold in the automotive repair and
residential maintenance markets.
The Company competes with other major chemical manufacturers. Products are
sold primarily based on product performance. Frequently, products are
manufactured or formulated to order for specific customer applications and
often involve considerable technical assistance from the Company.
Other Operations
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Other Operations consist of the chlor-alkali and olefins operations located at
Calvert City, Kentucky. The chlor-alkali and olefins business participates in
a highly cyclical chlorine, caustic soda, ethylene and olefin co-product
commodity market. Sales and operating results are largely dependent on
industry supply and demand. The Company believes it does not have a
significant market share and, as a result, products produced by this business
are sold at established market prices.
BACKLOGS
At December 31, 1995, the Company had a backlog of approximately $980 million,
principally related to the Aerospace business segment, of which approximately
60 percent is expected to be filled during 1996. The amount of backlog at
December 31, 1994 was approximately $850 million. Backlogs in the Aerospace
business are subject to delivery delays or program cancellations, which are
beyond the Company's control.
RAW MATERIALS
Raw materials used in the manufacture of Aerospace products, including steel
and carbon, are available from a number of manufacturers and are generally in
adequate supply.
Availability of all major monomers and chemicals used in the Specialty
Chemicals business is anticipated to be adequate for 1996. While chemical
feedstocks are currently in adequate supply, in past years, from time-to-time
for limited periods, various chemical feedstocks were in short supply.
However, the effect of any future shortages on the Company's operations will
depend upon the duration of any such shortages and possibly on future U.S.
government policy, which cannot be determined at this time.
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ENVIRONMENTAL
Federal, state and local statutes and regulations relating to the protection of
the environment and the health and safety of employees and other individuals
have resulted in higher operating costs and capital investments by the
industries in which the Company operates. Because of the continuing trend
toward greater environmental awareness and increasingly stringent environmental
regulations, the Company believes that expenditures for compliance with
environmental, health and safety regulations will continue to have a
significant impact on the conduct of its business. Although it cannot predict
accurately how these developments will affect future operations and earnings,
the Company does not believe these costs will vary significantly from those of
its competitors.
For additional information concerning environmental matters, see Note P of the
Notes to Consolidated Financial Statements appearing on page 40 of the
Company's 1995 Annual Report to Shareholders, which is incorporated herein by
reference.
RESEARCH AND DEVELOPMENT
The Company conducts research and development under Company-funded programs for
commercial products and under contracts with others. Research and development
expense amounted to $130.9 million in 1995, which includes amounts funded by
customers. For additional information concerning research and development
expense, see Note I of the Notes to Consolidated Financial Statements appearing
on page 36 of the Company's 1995 Annual Report to Shareholders, which is
incorporated herein by reference.
PATENTS AND LICENSES
The Company has many patents of its own and has acquired licenses under patents
of others. While such patents in the aggregate are important to the Company,
neither the primary business of the Company nor any of its industry segments is
dependent on any single patent or group of related patents. The Company uses a
number of trademarks important either to its business as a whole or to its
industry segments considered separately. The Company believes that these
trademarks are adequately protected.
HUMAN RESOURCES
As of December 31, 1995, the Company had 12,287 employees in the United States
and Canada. An additional 988 people were employed overseas. Approximately
6,900 employees were hourly paid. The Company believes it has good
relationships with its employees.
The hourly employees who are unionized are covered by collective bargaining
agreements with a number of labor unions and with varying contract termination
dates ranging from May 1996 to September 1999. There were no material work
stoppages during 1995.
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FOREIGN OPERATIONS
The Company is engaged in business in foreign markets. Manufacturing and
service facilities for Aerospace and Specialty Chemicals are located in
Australia, Belgium, Canada, England, France, Hong Kong, The Netherlands,
Singapore and Sweden. A plant in Korea manufactures specialty chemicals for
BFGoodrich. The Company also markets its products and services through sales
subsidiaries and distributors in a number of foreign countries. The Company
also has technical fee and patent royalty agreements with various foreign
companies.
Outside North America, no single foreign geographic area is currently
significant, although the Company is expanding its business in Europe.
Currency fluctuations, tariffs and similar import limitations, price controls
and labor regulations can affect the Company's foreign operations, including
foreign affiliates. Other potential limitations on the Company's foreign
operations include expropriation, nationalization, restrictions on foreign
investments or their transfers, and additional political and economic risks.
In addition, the transfer of funds from foreign operations could be impaired by
the unavailability of dollar exchange or other restrictive regulations that
foreign governments could enact. The Company does not believe that such
restrictions or regulations have a materially adverse effect on its business,
in the aggregate.
For additional financial information about foreign and domestic operations and
export sales, see Note H of the Notes to Consolidated Financial Statements
appearing beginning on page 34 of the Company's 1995 Annual Report to
Shareholders, which is incorporated herein by reference.
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ITEM 2. PROPERTIES
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The manufacturing and service operations of the Company are carried on at
facilities, all of which are owned, unless otherwise indicated, at the
following locations:
Aerospace Specialty Chemicals
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Amelot, France* Akron, Ohio
Austin, Texas* Apeldoorn, The Netherlands
Basingstoke, England* Ashland, Ohio
Bedford, Massachusetts Avon Lake, Ohio
Burnsville, Minnesota Barbourville, Kentucky
Cedar Knolls, New Jersey Brighton, Michigan
Cleveland, Ohio** Calvert City, Kentucky
Columbus, Ohio Cleveland, Ohio
Dallas, Texas* Columbus, Ohio*
East Brunswick, New Jersey* Dijon, France
Eagan, Minnesota Elyria, Ohio
Everett, Washington** Gastonia, North Carolina
Fort Lauderdale, Florida Gothenburg, Sweden
Grand Rapids, Michigan Greenville, South Carolina
Grantsville, West Virginia* Henry, Illinois
Green, Ohio** Hindley, England
Harrow, England* Leominster, Massachusetts
Jacksonville, Florida Louisville, Kentucky
Louisville, Kentucky* Montreal, Quebec, Canada
Lynnwood, Washington* Oevel, Belgium
Marlboro, Massachusetts* Pedricktown, New Jersey
Miami, Florida* Somersby, Australia*
Middletown, Connecticut* Toronto, Ontario, Canada
New Century, Kansas** Vernon, California
Norwich, New York
Oldsmar, Florida Other Operations
Ontario, California* ----------------
Phoenix, Arizona Calvert City, Kentucky
Pueblo, Colorado
Santa Fe Springs, California** Research Facilities and
Singapore* Administrative Offices Other Than
Spencer, West Virginia Manufacturing Facility Offices
Taipo, Hong Kong* ------------------------------
Tempe, Arizona* Avon Lake, Ohio*
Troy, Ohio Bath, Ohio*
Tullahoma, Tennessee Beachwood, Ohio
Union, West Virginia Brecksville, Ohio
Vergennes, Vermont Brussels, Belgium*
Wilmington, North Carolina Cleveland, Ohio*
Wokingham, England Houston, Texas*
Zevenaar, The Netherlands London, England*
Milan, Italy
Montrose, Ohio
North Canton, Ohio*
Paris, France
Uniontown, Ohio*
* Leased Washington, D.C.*
**Leased in part Waterloo, Ontario, Canada*
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The Company considers that its properties are well maintained and in good
operating condition.
The Company and its subsidiaries are lessees under a number of cancelable and
non-cancelable leases for certain real properties, used primarily for
administrative, retail, maintenance, repair and overhaul of aircraft, aircraft
wheels and brakes and evacuation systems and warehouse operations, and for
certain equipment.
ITEM 3. LEGAL PROCEEDINGS
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There are pending or threatened against BFGoodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability and
environmental matters, which seek remedies or damages. BFGoodrich believes
that any liability that may finally be determined with respect to commercial
and product liability claims, should not have a material effect on the
Company's consolidated financial position or results of operations.
The Company has been named a potentially responsible party by the U.S.
Environmental Protection Agency in connection with 42 locations most of which
relate to businesses that the Company has previously discontinued. The Company
believes it may have continuing liability with respect to not more than 25
sites, most of which relate to previously discontinued businesses. Sites for
which successor companies have assumed liability are not included. Based on
information currently available, the Company has adequately accrued for future
environmental expenditures. However, management believes that it is reasonably
possible that additional environmental costs may be incurred beyond the amounts
accrued as a result of new information. The amounts, if any, however, cannot
be estimated and management believes that they would not be material to the
Company's financial condition, but could be material to the Company's results
of operations in a given period.
One of the sites at which the Company has been designated as a potentially
responsible party is at the Industrial Excess Landfill in Uniontown, Ohio. The
Company, with certain other parties, has formed a coalition and has contributed
towards the cost of a community water system. The coalition offered to perform
certain additional remediation efforts at the site, but this offer was rejected
and the EPA has commenced litigation in the Federal District Court for the
Northern District of Ohio seeking past and future clean-up and oversight costs.
The defendants have joined approximately 68 third party defendants from which
they are seeking cost recovery and contribution. In December 1991, the State
of Ohio filed a suit in the U.S. District Court for the Northern District of
Ohio seeking to recover oversight costs as well as seeking civil penalties for
contamination of waters of the state (groundwater) without a permit since 1971.
The Company believes the action for penalties is without merit. The Company
believes it has adequately accrued for liabilities arising from this matter.
Another site, Beacon Heights landfill in Beacon Falls, Connecticut, has been
the subject of a suit and consent decree in the Federal District Court for the
District of Connecticut. Under the consent decree the Company and a coalition
of others have substantially performed the EPA selected remedy. However,
construction was not completed before winter weather set in in 1993 and the
deadline for completion of construction was not met. Subsequently, the work
has been substantially completed. The Government asserted stipulated penalties
for failing to complete the remediation project on time, which penalties the
generators disputed. Penalties of as much as
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$500,000 are anticipated. The Company's share of this liability is
approximately 41%. The Company believes it has adequately accrued for
liabilities arising from this matter.
In 1991 the Company agreed to participate in the U.S. Environmental Protection
Agency Compliance Audit Program ("CAP") under Section 8(e) of the Toxic
Substances Control Act. That section requires reporting of information
indicating a substantial risk of injury to health or the environment from a
chemical substance or mixture. Under the CAP, the Company agreed to conduct an
audit of its files and report any information that should have been reported
previously. The total potential maximum liability of the Company and its
subsidiaries under the CAP is $1 million. The first part of the CAP required
reporting of substantial risk information concerning health effects. This part
of the audit was completed and the Company anticipates it may be subject to
civil penalties of approximately $175,000 that will be payable at the
conclusion of the second phase. The remaining part of the CAP involves
substantial risk information concerning the environment. The Company will
perform its obligations under this portion of the CAP after the U.S.
Environmental Protection Agency issues guidance concerning the kinds of
environmental information that it believes are reportable. The Company
believes that any civil penalties arising from this portion would not be
substantially different than those incurred under the first portion of the CAP.
The Company believes it has adequately accrued for liabilities arising from
this matter.
The Company, among others, has been sued by the State of Oklahoma Department of
Environmental Quality in State District Court in Ottawa County, Oklahoma,
concerning environmental conditions at the Company's former tire plant site in
Miami, Oklahoma. Liability relating to further investigation of potential soil
and groundwater contamination at the site have been assumed by The Uniroyal
Goodrich Tire Company. Since the Company transferred title to the facility in
1993, demolition without complete abatement of asbestos has occurred at the
site due to actions of the current owner or its demolition contractor. The
Company does not believe it will have any material liability at this site.
In August 1995, the U.S. Environmental Protection Agency Region 4 issued an
administrative complaint and proposed a penalty of $137,000 for air emission
violations under North Carolina law applicable to the Company's Wilmington
plant. The Company believes that this matter will be dismissed due to
inaccurate or incomplete facts upon which the complaint is based.
On March 10, 1993, Westlake Monomers Corporation ("Westlake") brought an action
in the District Court of Harris County, Texas alleging that pursuant to a Right
of First Refusal Agreement dated March 1, 1990 and related to the Company's
Calvert City ethylene and chlor-alkali facilities (the "Facilities"), it had a
right to compel an appraisal and a right then to elect to purchase at the
appraised value the common stock of The Geon Company ("Geon") that was the
subject of an initial public offering. Westlake sought to enjoin the proposed
offering and asked for specific performance of the Right of First Refusal
Agreement, attorneys' fees and damages. The Right of First Refusal Agreement,
among other things, provides Westlake with the right to acquire the Facilities
at fair market value as determined by an appraisal under certain circumstances.
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The court denied Westlake's application for temporary injunction to enjoin the
sale of the Geon common stock, it enjoined BFGoodrich and Geon from encumbering
or transferring the Facilities to third parties, and it ordered BFGoodrich and
Geon to maintain and operate the Facilities in accordance with industry
standards until a final disposition of the lawsuit has been reached.
BFGoodrich did not transfer the Facilities to Geon as originally expected and
continues to operate the Facilities. BFGoodrich has agreed to indemnify and
hold Geon harmless from and against any liabilities and expenses arising
directly from the lawsuit. The lawsuit has been stayed pending arbitration
pursuant to the arbitration clause in the Master Conveyance Agreement by which
the Company transferred the vinyl chloride monomer facilities at Calvert City
to Westlake in 1990. Westlake also sought to arbitrate a claim that the
Amended and Restated Assumption of Liabilities and Indemnification Agreement
between the Company and Geon relating to certain liabilities at Calvert City
was violative of the assignment clause of the Master Conveyance Agreement, but
has abandoned that claim.
On October 31, 1994, the arbitrator ruled that the Right of First Refusal was
triggered, but the decision did not identify whether the trigger applied to
assets or shares, and did not specify a remedy. On March 27, 1995, the
arbitrator ruled that Westlake's Right of First Refusal did not involve shares
of Geon common stock. Westlake then argued that it was entitled to buy the
Facilities at the February 15, 1993 fair market value, which it asserted is as
low as $40 million. Further, Westlake alleges that it is entitled to lost
profits from the Facilities and lost profits and opportunity costs due to
alleged inability to expand and modernize certain operations of up to
approximately $325 million plus interest and attorney fees. Goodrich denies
that Westlake is entitled to purchase the Facilities pursuant to the Right of
First Refusal and further denies that Westlake is entitled to any recovery.
Goodrich and Westlake agreed to an appraiser to value the Facilities as of
February 15, 1993. The appraiser has determined that the fair market value of
the Facilities as of February 15, 1993 was approximately $170 million,
including working capital. As of December 31, 1995 the book value of the
Facilities was approximately $60 million.
While still maintaining that Westlake is not entitled to purchase the
Facilities pursuant to the Right of First Refusal, Goodrich has tendered the
Facilities to Westlake at the February 15, 1993 appraised value. Westlake has
stated it intends to purchase the Facilities regardless of whether Westlake is
awarded any recovery. Any acquisition is subject to the negotiation and
execution of a definitive purchase agreement and governmental approval. The
Right of First Refusal Agreement provides that any definitive agreement shall
generally be consistent with the terms and provisions of the March 1, 1990
Master Conveyance Agreement by which Westlake acquired Goodrich's vinyl
chloride monomer facility at Calvert City, Kentucky. There can be no assurance
that a definitive agreement will be reached.
Final oral arguments were held before the Arbitrator on January 22, 1996, and
briefs have been filed. Although no specific date has been set, the Arbitrator
is expected to issue his decision within the next few months.
In 1991 the Company instituted suit in the United States District Court for the
District of Delaware against Allied-Signal Incorporated and Aircraft Braking
Systems Corporation, alleging infringement of two Company patents relating to
extended disk life brakes and their application in carbon aircraft brakes. The
defendants denied infringement and alleged the patents are invalid. The
Company sought substantial damages. The trial court issued a decision in
November 1994
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that Allied-Signal did infringe the patents, but held the patents were invalid
on two separate grounds. The court also determined that Aircraft Braking
Systems did not infringe the patents. The court denied defendant's request for
attorney fees. The Court of Appeals has affirmed the decision of the trial
court in all respects.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
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STOCKHOLDER MATTERS
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Common stock prices and dividends are on page 41 of the Company's 1995 Annual
Report to Shareholders. The number of common shareholders at December 31,
1995, is included in "Other Data: Common shareholders of record at end of year"
on page 43 of the Company's 1995 Annual Report to Shareholders. The
discussions of the limitations and restrictions on the payment of dividends on
common stock are included in Note C on pages 30 and 31, and Note N on pages 38
and 39 of the Company's 1995 Annual Report to Shareholders. All of these
sections are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
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Sales from continuing operations, income from continuing operations before
cumulative effect of change in method of accounting, total assets, non-current
long-term debt and capital lease obligations, mandatorily redeemable preferred
securities of Trust, redeemable preferred stock, income from continuing
operations per share of common stock, and dividends per share of common stock
as of and for each of the years in the five-year period ended December 31,
1995, on page 43 of the Company's 1995 Annual Report to Shareholders, are
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
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Management's Discussion and Analysis on pages 16-23 of the Company's 1995
Annual Report to Shareholders, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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The consolidated financial statements and the related notes thereto, together
with the report thereon of Ernst & Young LLP dated February 2, 1996, and
supplementary data, appearing on pages 24-42 of the Company's 1995 Annual
Report to Shareholders, are incorporated herein by reference.
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Subsequent Event -- Stock Split (Unaudited)
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On February 19, 1996, the Board of Directors authorized a stock split in the
form of a stock dividend (the "Stock Split") of one share of the Company's
common stock, $5.00 par value (the "Common Stock") for every share of Common
Stock outstanding to holders of record on March 11, 1996. The Company intends
to mail the certificates for the additional shares to shareholders on or
about April 1, 1996.
As of close of business on March 11, 1996, the Company will transfer $5 per
share for each share of Common Stock to be issued pursuant to the Stock Split
from its surplus capital in its Additional Capital account to its Common Stock
account to effect the increase in its stated capital resulting from the Stock
Split.
By reason of the Stock Split, the number of shares of Common Stock reserved for
issuance upon exercise of stock options or other stock-based awards granted or
to be granted under the Company's employee benefit plans will be increased
accordingly, effective March 11, 1996.
The preferred stock purchase rights (the "Rights" or individually a "Right")
associated with each share of Common Stock under the Rights Agreement, dated as
of July 20, 1987, and as amended as of December 7, 1987, and August 1, 1989,
between the Company and The Bank of New York, as Rights Agent, will be adjusted
automatically, so that, effective March 11, 1996, each share of Common Stock
will be accompanied by one-half of a Right instead of a full Right. The
exercise and redemption prices of a full Right will remain unchanged.
Pro forma primary earnings per share, giving retroactive effect to the
two-for-one split, are presented below for each of the three years in the
period ended December 31, 1995:
1995 1994 1993
- -------------------------------------------------------------------
Pro forma earnings per share:
Continuing operations $2.15 $1.12 $ .14
Net income 2.15 1.31 2.34
- -------------------------------------------------------------------
Financial information contained elsewhere in this Form 10-K has not been
adjusted to reflect the impact of the common stock split.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
- 13 -
14
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------------------------------------------------------------
Biographical information concerning the Company's Directors appearing under the
caption "Election of Directors" in the Company's proxy statement dated February
29, 1996 is incorporated herein by reference. Biographical information
concerning the Company's Executive Officers is as follows:
John D. Ong, Age 62, Chairman and Chief Executive Officer
- ---------------------------------------------------------
Mr. Ong joined the Company in 1961 as Assistant Counsel. Mr. Ong progressed
through a number of business positions. He was elected Group Vice President of
the Company in 1972, Executive Vice President and a Director in June 1973, Vice
Chairman of the Board in April 1974, President in April 1975, President and
Chief Operating Officer in 1977, and Chairman and Chief Executive Officer in
July 1979. Mr. Ong has a B.A. and M.A. in history from Ohio State University
and an LL.B. from Harvard Law School.
David L. Burner, Age 56, President
- ----------------------------------
Mr. Burner joined the Company in 1983 as Vice President, Finance, for the
Company's Engineered Products Group. He served in several other management
positions before being named Executive Vice President of BFGoodrich Aerospace
in 1985. He was appointed President of BFGoodrich Aerospace in 1987. Mr.
Burner was elected a Senior Vice President in 1990, an Executive Vice President
in 1993, and President in December 1995. Before joining BFGoodrich he was
Executive Vice President and Chief Financial Officer of ABS Industries in
Willoughby, Ohio. Mr. Burner received a B.S.C. degree in accounting from Ohio
University.
Jon V. Heider, Age 61, Executive Vice President and General Counsel
- -------------------------------------------------------------------
Mr. Heider joined the Company in June 1984 as Vice President and General
Counsel. He was elected Senior Vice President in 1988 and Executive Vice
President in 1994. Prior to coming with the Company, Mr. Heider was employed
by Air Products and Chemicals Inc., Allentown, Pa., where he held several posts
including that of General Counsel. His last assignment there was as Vice
President of Corporate Development. His association with Air Products and
Chemicals spanned 18 years. Mr. Heider has a B.A. from the University of
Wisconsin and a J.D. from Harvard Law School.
- 14 -
15
Marshall O. Larsen, Age 47, Executive Vice President and President and Chief
- ----------------------------------------------------------------------------
Operating Officer, BFGoodrich Aerospace
- ---------------------------------------
Mr. Larsen joined the Company in 1977 as an Operations Analyst. He served in
various management positions until 1986 when he became Assistant to the
President of the Company. He later served as General Manager of several
divisions of BFGoodrich Aerospace. In 1994, Mr. Larsen was elected a Vice
President of the Company and named Group Vice President, Safety Systems,
BFGoodrich Aerospace. In December 1995 he was elected Executive Vice President
of the Company and named President and Chief Operating Officer of BFGoodrich
Aerospace. Mr. Larsen has a B.S. in engineering from the U.S. Military Academy
and an M.S. in industrial administration from the Krannert Graduate School of
Management at Purdue University.
Wayne O. Smith, Age 52, Executive Vice President and President and Chief
- ------------------------------------------------------------------------
Operating Officer, BFGoodrich Specialty Chemicals
- -------------------------------------------------
Mr. Smith joined the Company in April 1994 as Executive Vice President and
President, BFGoodrich Specialty Chemicals. Prior to joining the Company, Mr.
Smith was employed as Group Vice President-Gases Americas, The BOC Group, Ltd.
from 1990 to 1993 and earlier in 1990, as President and Chief Operating
Officer, Chemical Lime, Inc. Between 1974 and 1990 he held various assignments
at Air Products and Chemicals, his last as General Manager of their Specialty
Chemicals Division. He was formerly a Captain and fighter pilot serving eight
years in the Air Force. Mr. Smith has a B.S. in Engineering Sciences from the
United States Air Force Academy.
D. Lee Tobler, Age 62, Executive Vice President and Chief Financial Officer
- ---------------------------------------------------------------------------
Mr. Tobler joined the Company in January 1985 as Executive Vice President and
Chief Financial Officer and was elected a Director in April 1988. Prior to
coming with the Company, Mr. Tobler had been Group Vice President and Chief
Administrative and Financial Officer of Zapata Corporation from 1981 to 1984.
Mr. Tobler has a B.A. from Brigham Young University and an M.B.A. from
Northwestern University.
Nicholas J. Calise, age 54, Vice President, Associate General Counsel and
- -------------------------------------------------------------------------
Secretary
- ---------
Mr. Calise joined the Company in October 1984 as Secretary and was also
appointed Staff Vice President and Assistant General Counsel. In January 1989
he was elected Vice President and Associate General Counsel. Prior to joining
BFGoodrich, he was with the Richardson-Vicks Inc. Home Care Products Division,
Memphis, Tennessee, where he was Division Counsel, Director - Planning and
Business Development and Marketing Director. Mr. Calise has an A.B. from
Middlebury College and an M.B.A. and LL.B. from Columbia University.
Robert A. McMillan, Age 53, Vice President and Treasurer
- --------------------------------------------------------
Mr. McMillan joined the Company in July 1974 as an Economist. He progressed
through a number of positions and was elected Vice President and Treasurer in
August 1986. Mr. McMillan has a B.A. from the University of California at
Santa Barbara and a Ph.D. in economics from the University of California at
Berkeley and was an Economist at the Federal Reserve Bank of Cleveland and the
Bank of America before joining BFGoodrich.
- 15 -
16
Steven G. Rolls, Age 41, Vice President and Controller
- ------------------------------------------------------
Mr. Rolls joined the Company in September 1981 as a Financial Analyst. He
subsequently served in various capacities in the Treasury department, becoming
an Assistant Treasurer in 1985. In 1987 he joined BFGoodrich Canada as Vice
President, Finance and Treasurer. In 1989 he was appointed Vice President -
Finance for the Aerospace business. Mr. Rolls was elected Vice President and
Controller in 1993. He has a B.S. in business administration from Miami
University and an M.B.A. from Ohio State University.
George K. Sherwood, Age 57, Vice President - Tax Administration
- ---------------------------------------------------------------
Mr. Sherwood joined the Company in July 1985 as Staff Vice President - Taxes
and was elected Vice President - Tax Administration in April 1986. Prior to
joining BFGoodrich, Mr. Sherwood was Vice President - Tax Administration for
Zapata Corporation. Mr. Sherwood has a B.S. in business administration from
Kansas State College and an M.B.A. in management from The University of Tulsa.
ITEM 11. EXECUTIVE COMPENSATION
- ---------------------------------
Information concerning executive compensation appearing under the captions
"Compensation Committee Report" and "Compensation of Directors" in the
Company's proxy statement dated February 29, 1996, is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------------------------------------------------------------------------
Security ownership data appearing under the captions "Holdings of Company
Equity Securities by Directors and Executive Officers" and "Beneficial
Ownership of Securities" in the Company's proxy statement dated February 29,
1996, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
Information appearing under the caption "Transactions With Directors" in the
Company's proxy statement dated February 29, 1996, is incorporated herein by
reference.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
- -----------------------------------------------------------------
FORM 8-K
- --------
(a) (1) and (2) - The response to this portion of Item 14 is
submitted as a separate section of this Form 10-K on page F-1.
(3) - Listing of Exhibits:
A listing of exhibits is on pages II-1 to II-3
of this Form 10-K.
(b) Reports on Form 8-K filed in the fourth quarter of 1995.
None.
- 16 -
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on February 19, 1996.
The BFGoodrich Company
(Registrant)
By /S/ JOHN D. ONG
-------------------------------
(John D. Ong, Chairman and
and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on February 19, 1996 by the following persons
(including a majority of the Board of Directors) on behalf of the registrant
and in the capacities indicated.
/S/ JOHN D. ONG /S/ THOMAS H. O'LEARY
- --------------------------------------- -----------------------------
(John D. Ong) (Thomas H. O'Leary)
Chairman and Chief Executive Director
Officer and Director
(Principal Executive Officer)
------------------------------
/S/ DAVID L. BURNER (Joseph A. Pichler)
- --------------------------------------- Director
(David L. Burner)
President and Director
/S/ ALFRED M. RANKIN, JR.
-----------------------------
/S/ D. LEE TOBLER (Alfred M. Rankin, Jr.)
- --------------------------------------- Director
(D. Lee Tobler)
Executive Vice President and
Chief Financial Officer and Director /S/ IAN M. ROSS
(Principal Financial Officer) ------------------------------
(Ian M. Ross)
Director
/S/ STEVEN G. ROLLS
- ---------------------------------------
(Steven G. Rolls) /S/ WILLIAM L. WALLACE
Vice President and Controller ---------------------------
(Principal Accounting Officer) (William L. Wallace)
Director
/S/ JEANETTE GRASSELLI BROWN /S/ JOHN L. WEINBERG
- ---------------------------- ------------------------------
(Jeanette Grasselli Brown) (John L. Weinberg)
Director Director
/S/ GEORGE A. DAVIDSON, JR. /S/ A. THOMAS YOUNG
- ---------------------------------- ------------------------------
(George A. Davidson, Jr.) (A. Thomas Young)
Director Director
/S/ JAMES J. GLASSER
- ---------------------------------------
(James J. Glasser)
Director
17
18
THE B.F.GOODRICH COMPANY
INDEX TO FINANCIAL INFORMATION
Item 14(a)(1)-(2)
Reference
--------------
1995
Annual
Report to
Shareholders
(page)
--------------
Data incorporated by reference from the 1995
Annual Report to Shareholders of The BFGoodrich Company:
Consolidated Statement of Income for the years
ended December 31, 1995, 1994 and 1993 24
Consolidated Balance Sheet at December 31,
1995 and 1994 25
Consolidated Statement of Cash Flows for the
years ended December 31, 1995, 1994 and 1993 26
Consolidated Statement of Shareholders' Equity
for the years ended December 31, 1995, 1994
and 1993 27
Notes to Consolidated Financial Statements 28 - 40
Quarterly Financial Data (Unaudited) 41
Report of Independent Auditors 42
Schedules have been omitted since the required information is not present, or
not present in amounts sufficient to require submission of the schedule, or
because the information is included in the above listed financial statements or
notes thereto.
F-1
19
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
3(A) The Company's Restated Certificate of Incorporation, as amended through August 5, 1988. This exhibit was filed with the
same designation as an exhibit to the Company's Form 10-Q for the quarter ended September 30, 1988, and is incorporated
herein by reference.
(B) The Company's By-Laws, as amended, through February 18, 1991. This exhibit was filed with the same designation as an
exhibit to the Company's Form 10-K Annual Report for the year ended December 31, 1990, and is incorporated herein by
reference.
4 Information relating to the Company's long-term debt is set forth in Note C - "Financing Arrangements" on pages 30 and 31
of the Company's 1995 Annual Report to Shareholders, and is incorporated herein by reference. Instruments defining the
rights of holders of such long-term debt are not filed herewith since no single debt item exceeds 10% of consolidated
assets. Copies of such instruments will be furnished to the Commission upon request.
10(A) Key Employees' Stock Option Plan. This exhibit was filed with the same designation as an exhibit to the Company's Form
10-K Annual Report for the year ended December 31, 1991, and is incorporated herein by reference.
10(B)(4) Form of Disability Income Agreement. This exhibit was filed with the same designation as an exhibit to the Company's Form
10-K Annual Report for the year ended December 31, 1988, and is incorporated herein by reference.
10(B)(5) Form of Supplemental Executive Retirement Plan Agreement. This exhibit was filed with the same designation as an exhibit
to the Company's Form 10-K Annual Report for the year ended December 31, 1989 and is incorporated herein by reference.
10(C) Performance Share Plan. This exhibit was filed with the same designation as an exhibit to the Company's Form 10-K Annual
Report for the year ended December 31, 1991, and is incorporated herein by reference.
10(E) Management Incentive Program. This exhibit was filed with the same designation as an exhibit to the Company's Form 10-Q
for the quarter ended September 30, 1989, and is incorporated herein by reference.
II-1
20
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
10(F) Form of Management Continuity Agreement entered into by The B.F.Goodrich Company and certain of its employees. This
exhibit was filed with the same designation as an exhibit to the Company's Form 10-K Annual Report for the year ended
December 31, 1992, and is incorporated herein by reference.
10(G) Senior Executive Management Incentive Plan. This exhibit was filed as Appendix B to the Company's 1995 Proxy Statement
dated March 2, 1995 and is incorporated herein by references.
10(H) Rights Agreement between The B.F.Goodrich Company and Morgan Shareholder Services Trust Company, as Rights Agent, dated as
of July 20, 1987, and amended and restated as of December 7, 1987 which includes: as Exhibit A thereto, the form of
Designation, Preferences and Rights of Cumulative Participating Preferred Stock, Series E; as Exhibit B thereto, the Form
of Rights Certificate; as Exhibit C thereto, the Summary of Rights to Purchase Preferred Stock; and the Supplement to the
Summary of Rights to Purchase Preferred Stock. This exhibit was filed with the same designation as an exhibit to the
Company's Form 10-K Annual Report for the year ended December 31, 1987, and is incorporated herein by reference. Agreement
dated as of August 1, 1989, substituting The Bank of New York as Rights Agent and Agreement dated as of August 1, 1989 with
The Bank of New York amending the Rights Agreement. This exhibit was filed with the same designation as an exhibit to the
Company's Form 10-K Annual Report for the year ended December 31, 1989 and is incorporated herein by reference.
10(I) Employee Protection Plan. This exhibit was filed with the same designation as an exhibit to the Company's Form 10-Q for
the quarter ended September 30, 1989, and is incorporated herein by reference.
10(J) Benefit Restoration Plan. This exhibit was filed with the same designation as an exhibit to the Company's Form 10-K Annual
Report for the year ended December 31, 1992, and is incorporated herein by reference.
10(K) Long-Term Incentive Plan and form of award.
10(L) Amended and Restated Separation Agreement between the Company and The Geon Company, which was filed as exhibit 10.1 to
Registration Statement No. 33-70998 on Form S-1 of The Geon Company, is incorporated herein by reference.
II-2
21
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
10(M) Amended and Restated General Assignment and Bill of Sale between the Company and The Geon Company, which was filed as
exhibit 10.2 to Registration Statement No. 33-70998 on Form S-1 of The Geon Company, is incorporated herein by reference.
10(N) Amended and Restated Assumption of Liabilities and Indemnification Agreement between the Company and The Geon Company,
which was filed as exhibit 10.3 to Registration Statement No. 33-70998 on Form S-1 of The Geon Company, is incorporated
herein by reference.
10(O) Outside Directors' Phantom Share Plan
11 Statement re Computation of per share earnings
13 Annual Report to Shareholders. The Company's 1995 Annual Report to Shareholders (only those portions incorporated by
reference in the Form 10-K).
21 Subsidiaries
23 Consent of Independent Auditors
27 Financial Data Schedule
The Company will supply copies of the foregoing exhibits to any shareholder
upon receipt of a written request addressed to the Secretary of The
B.F.Goodrich Company, 3925 Embassy Parkway, Akron, Ohio 44333-1799, and the
payment of $.50 per page (except for the Annual Report to Shareholders which is
complimentary) to help defray the costs of handling, copying and postage.
II-3