-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WZWEQOmFlM/f9CmuYVWzqKF1Ck0r+aNbSiWR3O95v9w0666lYEsKK0Z16vTe+A3y nntCbPuOhBgdNev+tkYhKw== 0000950152-95-001426.txt : 199506300000950152-95-001426.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950152-95-001426 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00892 FILM NUMBER: 95550847 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 2163743985 MAIL ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 11-K 1 B.F. GOODRICH COMPANY 11-K 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 [FEE REQUIRED] For the fiscal year ended December 31, 1994. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For a transition period from _______________ to ________________ Commission file number 1-892 --------- A. Full title of the plan 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 3925 Embassy Parkway Akron, Ohio 44333-1799 2 REQUIRED INFORMATION 1. Audited Financial Statements for the Plan. The Report of Independent Auditors; Statement of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993; and Statement of Changes in Net Assets Available for Plan Benefits for the years then ended. 2. Exhibit Consent of Independent Auditors 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 Date June 29, 1995 /s/Richard N. Jacobson -------------------------------------- Richard N. Jacobson Member of The B.F.Goodrich Company Retirement Plus Savings Plan Committee 3 Audited Financial Statements The BFGoodrich Company Retirement Plus Savings Plan December 31, 1994 with Report of Independent Auditors 4 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN AUDITED FINANCIAL STATEMENTS December 31, 1994 CONTENTS Report of Independent Auditors..................................1 Audited Financial Statements Statement of Net Assets Available for Plan Benefits............ 2 Statement of Changes in Net Assets Available for Plan Benefits.................................................5 Notes to Financial Statements...................................8
5 REPORT OF INDEPENDENT AUDITORS The BFGoodrich Company Retirement Plus Savings Plan Committee We have audited the accompanying statement of net assets available for plan benefits of The BFGoodrich Company Retirement Plus Savings Plan as of December 31, 1994 and 1993, and the related statement of changes in net assets available for plan 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 generally accepted auditing standards. 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 net assets available for plan benefits of the Plan at December 31, 1994 and 1993 and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. ERNST & YOUNG LLP Cleveland, Ohio June 26, 1995 1 6 THE BFGOODRICH RETIREMENT PLUS SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1994 and 1993
Total Fixed Income Fund ------------------------ -------------------- 1994 1993 1994 1993 ---- ---- ---- ---- ASSETS Investments at fair value (Notes 1 and 4): The BFGoodrich Retirement Plus Savings Plan Master Trust - Notes 2 and 4 $220,207,865 $ - $76,633,873 $ - Common Stock of The BFGoodrich Company - 76,311,625 - - Selection Fund - 56,027,797 - 56,027,797 S&P 500 Flagship Fund - 16,691,273 - - Loans to participants - 6,659,054 - - Temporary investments - 2,153,675 - 205,000 ---------- ----------- ---------- ---------- Total investments 220,207,865 157,843,424 76,633,873 56,232,797 ----------- ----------- ---------- ---------- Receivables: Dividends and interest receivable 1,700,886 1,326,228 404,586 290,168 Contributions: - participants 1,355,296 - 209,075 - - The BFGoodrich Company 1,025,756 - 36,279 - Interfund receivable - 274,887 - 133,348 Other receivables 509,868 18,314 - - ----------- ----------- ---------- ---------- Total receivables 4,591,806 1,619,429 649,940 423,516 ----------- ----------- ---------- ---------- Total assets 224,799,671 159,462,853 77,283,813 56,656,313 ----------- ----------- ---------- ---------- LIABILITIES Interfund payable - 274,887 - - Other liabilities 71,870 - 40,813 - ----------- ----------- ---------- ---------- Total liabilities 71,870 274,887 40,813 - ----------- ----------- ---------- ---------- Net assets available for plan benefits $224,727,801 $159,187,966 $77,243,000 $56,656,313 =========== =========== ========== ========== See notes to financial statements.
2 7
Equity Index Fund BFGoodrich Stock Fund ----------------- --------------------- 1994 1993 1994 1993 ---- ---- ---- ---- $25,492,801 $ - $104,461,358 $ - - - - 76,311,625 - - - - - 16,691,273 - - - - - - - 120,000 - 1,557,943 ---------- ---------- ---------- ----------- 25,492,801 16,811,273 104,461,358 77,869,568 ---------- ---------- ----------- ----------- - 210 1,296,300 1,035,257 176,859 - 951,597 - - - 989,477 - - 18,720 - 122,819 - - 509,868 18,314 ---------- ----------- ---------- ---------- 176,859 18,930 3,747,242 1,176,390 ---------- ----------- ---------- ---------- 25,669,660 16,830,203 108,208,600 79,045,958 ---------- ----------- ----------- ---------- - - - - 4,537 - 23,097 - ---------- ---------- ---------- --------- 4,537 - 23,097 - ---------- ---------- ---------- --------- $25,665,123 $16,830,203 $108,185,503 $79,045,958 ========== ========== =========== ==========
3 8
Brokerage Account and Participant Loan Account Balanced Fund ------------------------- ------------------- 1994 1993 1994 1993 ---- ---- ---- ---- $12,563,996 $ - $ 1,055,837 $ - - - - - - - - - - - - - - 6,659,054 - - - 270,732 - - ---------- ---------- ---------- --------- 12,563,996 6,929,786 1,055,837 - ---------- ---------- ---------- --------- - 593 - - - - 17,765 - - - - - - - - - - - - - ---------- ---------- ---------- --------- - 593 17,765 - ---------- ---------- ---------- --------- 12,563,996 6,930,379 1,073,602 - ---------- ---------- ---------- --------- - 274,887 - - - - 3,423 - ---------- ---------- ---------- --------- - 274,887 3,423 - ---------- ---------- ---------- --------- $12,563,996 $6,655,492 $ 1,070,179 $ - ========== =========== =========== =========
4 9 THE BFGOODRICH RETIREMENT PLUS SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits For the Years Ended December 31, 1994 and 1993
Total Fixed Income Fund -------------------- ----------------- 1994 1993 1994 1993 ---- ---- ---- ---- ADDITIONS Investment income: Interest $ 5,285,319 $ 4,932,842 $ 4,621,272 $ 4,420,886 Dividends - Common Stock of The BFGoodrich Company 4,793,388 5,029,702 - - ----------- ----------- --------- ---------- 10,078,707 9,962,544 4,621,272 4,420,886 Contributions from: Participants 17,290,360 18,234,024 3,655,068 5,576,708 The BFGoodrich Company 10,802,002 9,622,788 129,286 - Forfeitures (69,762) (129,168) - - ----------- ----------- ---------- ---------- 28,022,600 27,727,644 3,784,354 5,576,708 ----------- ----------- ---------- ---------- Total additions 38,101,307 37,690,188 8,405,626 9,997,594 DEDUCTIONS Withdrawals and terminations: Cash 12,470,333 9,457,199 7,330,113 5,480,681 Common Stock of The BFGoodrich Company 1,456,072 3,515,721 - - Administrative expenses - Note 2 428,231 - 229,269 - Distribution related to the sale of The Geon Company - Note 5 - 86,162,518 - 31,497,376 ----------- ----------- ---------- ---------- Total deductions 14,354,636 99,135,438 7,559,382 36,978,057 ----------- ----------- ---------- ---------- 23,746,671 (61,445,250) 846,244 (26,980,463) Net realized and unrealized appreciation(depreciation) in aggregate fair value of investments 6,709,231 (19,996,889) (1,008,277) - Transfers between funds, net - - 1,082,766 2,691,660 Transfers to Fidelity Investments, net - Note 2 - - (860,575) - Trust to trust transfers: Simmonds Precision - Note 5 31,398,865 - 17,018,387 - JcAIR - Note 5 3,685,068 - 3,508,142 - ----------- ----------- ---------- ---------- Net increase(decrease) 65,539,835 (81,442,139) 20,586,687 (24,288,803) Net assets available for plan benefits at beginning of year 159,187,966 240,630,105 56,656,313 80,945,116 ----------- ----------- ---------- ---------- Net assets available for plan benefits at end of year $224,727,801 $159,187,966 $77,243,000 $56,656,313 =========== =========== ========== ========== See notes to financial statements.
5 10
Equity Index Fund BFGoodrich Stock Fund ----------------- --------------------- 1994 1993 1994 1993 ---- ---- ---- ---- $ 616 $ 2,362 $ 136,145 $ 36,532 - - 4,793,388 5,029,702 ---------- ---------- ----------- ----------- 616 2,362 4,929,533 5,066,234 2,546,099 2,477,280 10,644,799 10,180,036 - - 10,672,716 9,622,788 - - (69,762) (129,168) ---------- ---------- ----------- ----------- 2,546,099 2,477,280 21,247,753 19,673,656 ---------- ---------- ----------- ----------- 2,546,715 2,479,642 26,177,286 24,739,890 1,645,873 1,033,655 3,170,687 2,586,176 - - 1,456,072 3,515,721 52,104 - 133,401 - - 7,730,976 - 43,147,184 ---------- ---------- ----------- ----------- 1,697,977 8,764,631 4,760,160 49,249,081 ---------- ---------- ----------- ----------- 848,738 (6,284,989) 21,417,126 (24,509,191) 2,146,220 1,523,363 5,554,988 (21,520,252) (293,964) 2,817,217 (3,365,678) (6,538,957) (829,585) - (227,372) - 6,963,511 - 5,760,481 - - - - - ---------- ---------- ----------- ----------- 8,834,920 (1,944,409) 29,139,545 (52,568,400) 16,830,203 18,774,612 79,045,958 131,614,358 ---------- ----------- ----------- ----------- $ 25,665,123 $16,830,203 $108,185,503 $ 79,045,958 =========== ========== =========== ===========
6 11
Brokerage Account and Participant Loan Account Balanced Fund ------------------------ --------------------- 1994 1993 1994 1993 ---- ---- ---- ---- $ 527,286 $ 473,062 $ - $ - - - - - ---------- ---------- ----------- ----------- 527,286 473,062 - - - - 444,394 - - - - - - - - - ---------- ---------- ----------- ----------- - - 444,394 - ---------- ---------- ----------- ----------- 527,286 473,062 444,394 - 314,198 356,687 9,462 - - - - - - - 13,457 - - 3,786,982 - - ---------- ---------- ----------- ----------- 314,198 4,143,669 22,919 - ---------- ---------- ----------- ----------- 213,088 (3,670,607) 421,475 - - - 16,300 - 1,870,578 1,030,080 706,298 - 1,991,426 - (73,894) - 1,656,486 - - - 176,926 - - - ---------- ---------- ----------- ----------- 5,908,504 (2,640,527) 1,070,179 - 6,655,492 9,296,019 - - ---------- ---------- ----------- ----------- $12,563,996 $ 6,655,492 $ 1,070,179 $ - ========== ========== =========== ===========
7 12 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements December 31, 1994 1. SIGNIFICANT ACCOUNTING POLICIES The accounts of The BFGoodrich Retirement Plus Savings Plan (the "Plan") are reported on the accrual basis of accounting. Investments in The BFGoodrich Company Retirement Plus Savings Plan Master Trust are stated at fair value. Common Stock of The BFGoodrich Company (the "Company") is valued at the last reported sales price on the last business day of the plan year. Investments in the Selection Fund represent the Plan's proportionate share of the net assets of the Fund. The assets of the Selection Fund, primarily deposits under insurance contracts, are valued at contract value which represents deposits under insurance contracts, plus income received thereon, less distributions and administrative expense payments. Investments in the S&P 500 Flagship Fund represent the Plan's proportionate share of the net assets of the Fund. The assets of the S&P 500 Flagship Fund, primarily equity securities, are valued at the last reported sales price on the last business day of the plan year. In the event that no sale was reported, the valuation is based on the more recent of the last published price or the mean between the last reported bid and asked prices. The loans to participants are valued at cost which approximates fair value. Temporary investments represent investments in short-term fixed income obligations which have a fair value approximately equal to cost. 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. 2. DESCRIPTION OF THE PLAN The BFGoodrich Company Retirement Plus Savings Plan became effective on October 1, 1969. The Plan is a defined contribution plan covering substantially all full-time salaried employees of the Company and certain subsidiaries of the Company to which the Plan has been extended. In June, 1993, the Plan was amended to cover eligible employees of the Cleveland Pneumatic Landing Gear business. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 8 13 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Effective January 1, 1994, the Retirement Plus Savings Plan for Employees of Simmonds Precision Products, Inc. ("Simmonds Precision") was merged into the Plan. In addition, effective February 1, 1994, The BFGoodrich Company Retirement Plus Savings Plan Master Trust ("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. Effective August 1, 1994, the JcAIR Profit Sharing Plan and Trust ("JcAIR") was merged into the Plan. The Plan was amended to permit profit sharing contributions to be made to the Plan accounts of participants who are employees of the Company's JcAir subsidiary. The Trustee of the Plan maintains the following four investment funds under the Plan: FIXED INCOME FUND--Contributions are invested primarily in securities that have a fixed rate of return. EQUITY INDEX FUND--Contributions are invested primarily in equity securities, including mutual fund shares. The contributions to this Fund may also be invested in Common Stock of the Company. BFGOODRICH STOCK FUND--Contributions are invested primarily in Common Stock of the Company. BALANCED FUND--Contributions are invested primarily in equity securities (approximately 60% of fund portfolio) and bonds (approximately 40% of fund portfolio). This fund became available effective April 1, 1994. In addition, the Participant Loan Account represents cumulative loans to Plan participants. Effective May 2, 1994, the Plan contains a Brokerage Account pursuant to which participants may transfer balances from the four above investment funds to one or more of 10 mutual funds sponsored by Fidelity Investments. Employee contributions cannot be made directly to the Brokerage Account. The Plan offers participants the choice of two savings options: a regular savings option and a tax-deferred, 401(k) savings option. 9 14 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Under the regular savings option, employee contributions are subject to Federal income taxes, whereas under the tax-deferred 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 four investment funds under both savings options. Each employee who elects to become a participant in the Plan authorizes a monthly payroll deduction from 1% to 14% of their eligible earnings. 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. Employer contributions, excluding profit sharing contributions, are invested only in the BFGoodrich Stock Fund under the regular savings option. Profit sharing contributions made to the Plan accounts of participants who are employees of the Company's JcAir subsidiary are invested only in the Fixed Income Fund. The Plan provides for the acceptance of rollover contributions from other plans qualified under the Internal Revenue Code (the "Code"). Rollover contributions can be made only in cash to the Plan's tax-deferred 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 and all Company contributions vest immediately upon completion of three years of service by the participant. Company contributions made after January 1, 1990 may not be withdrawn until the participant reaches age 55. Forfeitures are applied to reduce contributions required by the Company. 10 15 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) A participant who elects to withdraw from the Plan is paid the current value of his 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. Loan transactions are treated as a transfer to/from the investment fund and the Participant Loan Account. 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. Effective April 1, 1994, the Plan was amended to provide that administrative expenses relating to record keeping and investment management fees be 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 BFGFlex Benefits Handbook, for a more complete description of the Plan's provisions. Copies of the handbook are available from the Human Resource Department of the Company. 11 16 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 3. INCOME TAX STATUS The Internal Revenue Service has ruled (September 11, 1986) that the Plan is a qualified Plan under Sections 401(a) and (k) of the Code and that the Trust of the Plan qualifies under Section 501(a) of the Code. Thus, contributions and earnings received by the Trust are not subject to tax under present income tax laws. 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 is not aware of any course of action or series of events that have occurred including plan amendments made subsequent to the ruling date that might adversely affect the Plan's qualified status. In March 1995, the Company applied for a new determination letter ruling that the Plan, as currently in effect, remains a qualified plan. 4. INVESTMENTS The Plan's approximate undivided interest in the commingled investment accounts of the Master Trust at December 31, 1994, is as follows: Fixed Income Fund - 92%; Equity Index Fund - 98%; BFGoodrich Stock Fund - 97 %; and Balanced Fund - 96%. The Plan has a divided interest in the Brokerage Account and Participant Loan Account which reflects the Plan's specific brokerage and 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. Total additions into the Master Trust include the net assets of the Plan and The BFGoodrich Company Retirement Plus Savings Plan for Wage Employees that were transferred into the Master Trust on February 1, 1994. Summarized financial information for the Master Trust is as follows: 12 17 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED)
December 31, 1994 ----------------------------------------------------------------------------------- Brokerage Account & Fixed Equity BFGoodrich Participant Income Index Stock Loan Balanced Statement of Net Assets Fund Fund Fund Account Fund - ----------------------- ------------ ------------ ---------- ----------- ---------- Investments at fair value: Government Corporate Fund $ - $ - $ - $ - $ 440,028 Common Stock of The BFGoodrich Company - - 105,119,181 - - Selection Fund 82,945,976 - - - - S&P 500 Flagship Fund - 25,989,866 - - 657,848 Loans to participants - - - 10,996,702 - Fidelity Investments - - - 2,036,290 - Temporary Investments - - 2,701,698 - - ------------ ------------ ---------- ---------- ---------- Total investments 82,945,976 25,989,866 107,820,879 13,032,992 1,097,876 Total receivables 725,806 199,980 3,984,541 - 26,241 Total liabilities (44,175) (4,626) (23,841) - (3,560) ------------ ------------ ---------- ---------- ---------- Net Assets Payable to Participating Plans $ 83,627,607 $ 26,185,220 $111,781,579 $13,032,992 $1,120,557 =========== ============ ========== ========== ========== 11 Months Ended December 31, 1994 ----------------------------------------------------------------------------------- Brokerage Account & Fixed Equity BFGoodrich Participant Statement of Changes Income Index Stock Loan Balanced in Net Assets Fund Fund Fund Account Fund - -------------------- ----------- ----------- ---------- ---------- ---------- Net assets payable to participating plans at beginning of period $ - $ - $ - $ - $ - Total additions 91,952,820 28,244,497 112,808,693 13,261,637 1,127,610 Total deductions (7,233,887) (1,513,065) (4,185,995) (228,645) (23,363) Net realized and unrealized appreciation(depreciation) in fair value of investments (1,091,326) (546,212) 3,158,881 - 16,310 ------------ ------------ ---------- ---------- ---------- Net assets payable to participating plans at end of period $ 83,627,607 $ 26,185,220 $111,781,579 $13,032,992 $1,120,557 =========== ============ =========== ========== =========
13 18 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) Net realized and unrealized (depreciation)appreciation in the aggregate fair value of plan investments during the year ended December 31, 1993 are as follows:
Year Ended December 31, 1993 ------------ Common Stock of The BFGoodrich Company $(21,520,252) S&P 500 Flagship Fund 1,523,363 ----------- $(19,996,889) ============
Investments are stated at fair value in the Plan's Statement of Net Assets Available for Plan Benefits. Cost information is as follows at December 31, 1993.
December 31, 1993 --------------------------------------- Shares or Units Held Cost ---------- -------- Common Stock of The BFGoodrich Company 1,895,941 $75,566,699 shares Selection Fund for Employee Trusts of State Street Bank 56,027,797 56,027,797 units State Street Bank S&P 500 Flagship Fund 239,834 11,354,464 units Loans to Participants - 6,659,054 State Street Bank Short Term Investment Fund 2,153,675 2,153,675 units ------------ Total Investments at Cost $151,761,689 ===========
14 19 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the Plan's net assets available for plan benefits are as follows:
December 31, 1993 ------------------------------ Amounts or Market Units Held Value ---------- ------ Common Stock of The BFGoodrich Company 1,895,941 $76,311,625 shares Selection Fund for Employee Trusts of State Street Bank 56,027,797 56,027,797 units State Street Bank S&P 500 Flagship Fund 239,834 16,691,273 units
5. TRUST TO TRUST TRANSFER Effective January 1, 1994, Simmonds Precision was merged into the Plan and consequently $31,398,865 in plan assets were transferred into the Plan from the Simmonds Precision trust. In addition, effective August 1, 1994, JcAIR was merged into the Plan resulting in the transfer of $3,685,068 of plan assets into the Plan from the JcAIR trust. In February, 1993 the Company announced its intentions to transfer substantially all the assets and liabilities of the Geon Vinyl Division to a new subsidiary, The Geon Company ("Geon") and to register the stock of Geon with the Securities and Exchange Commission for an initial public offering ("IPO"). In conjunction with the IPO, a separate plan, The Geon Retirement Plus Savings Plan, was established for employees of Geon. In June, 1993 $86,162,518 in plan assets were transferred from the Plan to the Trust of The Geon Retirement Plus Savings Plan. 15 20 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 6. TRANSACTIONS WITH PARTIES-IN-INTEREST Prior to April 1, 1994, all legal, accounting and administrative expenses of the Plan were paid by the Company except for the administrative expenses incurred by the Selection Fund. Effective April 1, 1994, administrative expenses related to record keeping and investment management fees are paid by the Plan. Other than as described above or pursuant to the trust agreement (see Note 4), the Plan has had no agreements or transactions with any parties-in-interest. 7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to Form 5500:
December 31, December 31, 1994 1993 ----------- ------------ Net Assets available for plan benefits per the financial statements $224,727,801 $159,187,966 Amounts allocated to withdrawn participants (60,061) (1,095,000) ------------ ------------ Net assets available for benefits per the Form 5500 $224,667,740 $158,092,966 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended December 31, 1994 ----------- Withdrawals and terminations paid to participants per the financial statements $13,926,405 Add amounts allocated to withdrawn participants at December 31, 1994 60,061 Less amounts allocated to withdrawn participants at December 31, 1993 (1,095,000) ----------- Benefits paid to participants per the Form 5500 $ 12,891,466 ===========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. 16 21 THE BFGOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN Notes to Financial Statements (continued) 8. SUBSEQUENT EVENTS Effective January 1, 1995, the account balances of salaried participants in the Tremco Stock Ownership Plan were merged into the Plan, and those participants became eligible to participate in the Plan. 9. NUMBER OF PARTICIPANTS (UNAUDITED) Following are the number of participants contributing to the Plan fund options. For purposes of this disclosure the following legend applies: Fund A = Fixed Income Fund; Fund B = Equity Index Fund; Fund C = BFGoodrich Stock Fund; and Fund E = Balanced Fund.
December 31, December 31, 1994 1993 ------------ ------------ Fund A 532 128 Fund B 73 57 Fund C 2,532 2,035 Fund E 7 - Funds A and B 159 87 Funds A and C 590 473 Funds A and E 4 - Funds B and C 555 421 Funds B and E 5 - Funds C and E 45 - Funds A, B and C 280 169 Funds A, B and E 3 - Funds A, C and E 13 - Funds B, C and E 44 - Funds A, B, C and E 34 - ----- ----- Total participants contributing 4,876 3,370 ===== =====
17 EX-23 2 EXHIBIT 23 1 EXHIBIT 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 26, 1995, 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 31, 1994. ERNST & YOUNG LLP Cleveland, Ohio June 26, 1995 18 -----END PRIVACY-ENHANCED MESSAGE-----