-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, COor2ZqKe7wgyp8XHBrKIfq7vvgyqXZcZSht4at39/D5PClxWuA7aTUtmol/b5N3 rBzrR7sWbEgM6wiE19t1RA== /in/edgar/work/20000627/0000950144-00-008219/0000950144-00-008219.txt : 20000920 0000950144-00-008219.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008219 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991230 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: [3760 ] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00892 FILM NUMBER: 661947 BUSINESS ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: 2550 WEST TYVOLA ROA STATE: NC ZIP: 28217 11-K 1 e11-k.txt B.F.GOODRICH RETIREMENT PLUS SAVINGS PLAN 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 EX-23 2 ex23.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 2 to the Registration Statement (Form S-8 No. 2-88940) pertaining to The BFGoodrich Company Retirement Plus Savings Plan of our report dated June 23, 2000, with respect to the financial statements of The BFGoodrich Company Retirement Plus Savings Plan included in this Annual Report (Form 11-K) for the year ended December 30, 1999. /S/ ERNST & YOUNG LLP ERNST & YOUNG LLP Charlotte, North Carolina June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----