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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 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 PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES
OF ROHR, INC.
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
The B.F.Goodrich Company
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, NC 28217-4578
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REQUIRED INFORMATION
1. Audited Financial Statements for the Plan.
The Report of Independent Auditors; Statements of Assets Available for
Benefits as of December 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
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Audited Financial Statements and
Supplemental Schedule
THE PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
December 30, 1999 and December 31, 1998 and
Year Ended December 30, 1999
with Report of Independent Auditors
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The Pretax Savings Plan for the
Salaried Employees of Rohr, Inc.
Audited Financial Statements and Supplemental Schedule
December 30, 1999 and December 31, 1998 and
Year Ended December 30, 1999
CONTENTS
Report of Independent Auditors......................................... 1
AUDITED FINANCIAL STATEMENTS
Statements of Assets Available for Benefits............................ 2
Statement of Changes in Assets Available for Benefits.................. 3
Notes to Financial Statements.......................................... 4
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year......... 10
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Report of Independent Auditors
The BFGoodrich Company
Retirement Plus Savings Plan
Committee
We have audited the accompanying statements of assets available for benefits of
The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. as of December
30, 1999 and December 31, 1998, and the related statement of changes in assets
available for benefits for the year ended December 30, 1999. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
30, 1999 and December 31, 1998, and the changes in its assets available for
benefits for the year ended December 30, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes as of December 30, 1999, is presented for purposes
of additional analysis and is not a required part of the financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/S/ Ernst & Young LLP
June 23, 2000
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The Pretax Savings Plan for the
Salaried Employees of Rohr, Inc.
Statements of Assets Available for Benefits
DECEMBER 30 DECEMBER 31
1999 1998
---------------------------------
ASSETS
Investments, at fair value (Note C) $ 361,383,416 $ 322,318,900
---------------------------------
ASSETS AVAILABLE FOR BENEFITS $ 361,383,416 $ 322,318,900
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See accompanying notes to financial statements.
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The Pretax Savings Plan for the
Salaried Employees of Rohr, Inc.
Statement of Changes in Assets Available for Benefits
YEAR ENDED
DECEMBER 30, 1999
-----------------
ADDITIONS
Investment income:
Net appreciation in fair value
of investments (Note C) $ 22,229,335
Interest payments on loans 602,094
Dividends and interest 24,808,279
------------
47,639,708
Contributions:
Employees 12,750,748
Employer 4,041,794
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16,792,542
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Total additions 64,432,250
DEDUCTIONS
Withdrawals and benefit payments 25,296,318
Administrative expenses 71,416
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Total deductions 25,367,734
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Net increase 39,064,516
Assets available for benefits at beginning of year 322,318,900
------------
ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $361,383,416
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See accompanying notes to financial statements.
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
December 30, 1999
A. DESCRIPTION OF THE PLAN
The following description of The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc. (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
GENERAL
The Plan is a defined contribution 401(k) plan, first made effective January 1,
1966, and restated, as of December 1, 1994. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The purposes of
the Plan are to provide eligible employees with the opportunity to accumulate
personal savings on a pretax and post tax basis with the assistance of
B.F.Goodrich Aerospace, Aerostructures and Aviation Group, formerly Rohr, Inc.,
(the "Company"), which was acquired by The B.F.Goodrich Company ("BFGoodrich")
and to permit participants to direct investment of their savings among a broad
spectrum of investment funds, including an employer stock fund, which shall be
held for their benefit in the Plan.
On December 6, 1999, the Board of Directors of BFGoodrich approved an amendment
to change the Plan's year-end 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.
PARTICIPATION IN THE PLAN
The Plan generally covers all salaried employees and those employees covered by
a collective bargaining agreement expressly providing for their participation.
Such employees are eligible to participate as of their date of hire.
CONTRIBUTIONS
Participants may make pretax or post-tax contributions up to 17% of their
qualified gross pay, as defined in the Plan document. Contributions by
highly-compensated employees are limited to 11% of their qualified gross pay, as
defined in the Plan document. Maximum employee contributions (which are limited
by Internal Revenue Service regulations) were $10,000 for 1999 and 1998,
respectively. The Company contributes to each participating employee's account
an amount equal to 75% of the first 4% of pretax employee contributions.
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
A. DESCRIPTION OF THE PLAN--CONTINUED
VESTING PROVISIONS
Participants vest 20% in the Company's contributions for each year in which they
work 1,000 hours.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
the Company's contributions. The accounts are further adjusted for allocations
of the Plan's investment income or losses and administrative expenses.
WITHDRAWALS
Under the Plan, a participating employee or his or her legal successors will be
entitled to a cash distribution of the vested value of the investments held in
his or her account upon retirement, death, entry into the armed forces,
permanent and total disability, layoffs or termination for other reasons.
Participants separating from service have the option of deferring distribution
of the vested value of his or her account until age 70-1/2. Participants may
elect to have Employer Stock Fund distributions paid in shares, with residual
amounts (fractional shares) paid in cash. Distributions are paid in cash unless
stock is requested.
A participant may make an in-service withdrawal, not more than once each Plan
year, of an amount equal to all or a portion of the value of the investments
held in the participant's account attributable to the participant's post-tax and
rollover contributions, and the value of the investments attributable to that
portion of the Company's contributions that has become vested.
A participant may make an in-service withdrawal of his or her pretax
contributions upon incurring a financial hardship, subject to certain conditions
as set forth in the Plan.
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
A. DESCRIPTION OF THE PLAN--CONTINUED
FORFEITURE OF INTEREST
Upon a participant's separation from service, the portion of investments
attributable to contributions made by the Company which have not vested shall
remain in such accounts. Such nonvested amounts shall be forfeited on the date
which is 60 consecutive months after separation from service or cash-out. If the
participant is rehired before such forfeiture, the nonvested portion shall
remain in the participant's account.
All amounts forfeited under the Plan will remain in the Plan and be used to
reduce future contributions to the Plan by the Company. If the Plan is
terminated, any forfeited amounts not yet applied against Company contributions
will accrue ratably to the remaining participants in the Plan at the date of
termination.
PARTICIPANT LOANS
Participant loans consist of general purpose and principal residence loans.
General purpose loans have terms ranging from 1 to 4 1/2 years and provide fixed
interest rates based upon federal short-term rates of 5.19% and 5.42% at
December 30, 1999 and December 31, 1998, respectively. Principal residence loans
have terms ranging from 1 to 15 years and provide fixed interest rates based
upon federal long-term rates of 5.94% and 5.73% at December 30, 1999 and
December 31, 1998, respectively. Under either type of loan, employees may borrow
up to 50% of the value of their vested account balance up to a maximum of
$50,000. The minimum an employee may borrow is $500. In general, employee loans
are payable in equal bi-weekly installments through payroll deductions and are
secured by the participant's interest in the Plan.
PLAN TERMINATION
The Company expects the Plan to be permanent and to continue indefinitely, but
since future conditions affecting the Company cannot be anticipated or foreseen,
the Company must necessarily and does hereby reserve the right in its sole
discretion to amend, modify or terminate the Plan at any time. Upon termination
of the Plan, the entire amount of each participant's account (including that
portion of the account attributable to the Company's contributions which would
not otherwise be vested) shall become fully vested and nonforfeitable.
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
B. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of accounting.
INVESTMENT VALUATION
Plan investments are stated at fair value. The shares of registered investment
companies are valued at quoted market prices which represent the net asset
values of shares held by the Plan at year end. The Employer Stock Fund is a
unitized fund comprised of common stock of BFGoodrich and short-term cash
investments. The unit value of the fund is derived from the market value of the
common stock and the short-term cash investments. Participant loans are valued
at their outstanding balance which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
C. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
DECEMBER 30 DECEMBER 31
1999 1998
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Fidelity Growth and Income Portfolio,
1,920,035 and 2,139,869 shares, respectively $90,356,823 $98,045,741
Fidelity Magellan Fund, 484,485 and 418,914
shares, respectively 65,923,923 50,613,130
Fidelity Asset Manager Fund, 1,412,151 and
1,441,407 shares, respectively 25,898,846 25,066,066
Fidelity Short-Term Bond Portfolio, 2,190,877
and 2,394,637 shares, respectively 18,644,362 20,857,285
Fidelity Disciplined Equity Fund, 808,909 and
789,566 shares, respectively 24,509,956 23,150,062
Fidelity Asset Manager Growth Fund, 960,165
and 989,095 shares, respectively 18,780,822 18,476,291
Fidelity Retirement Money Market Portfolio,
30,065,104 and 22,093,292 shares, respectively 30,065,104 22,093,292
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$22,229,335 as follows:
Mutual Funds $ 25,867,229
Employer Stock Fund (3,637,894)
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$ 22,229,335
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The Pretax Savings Plan for the Salaried Employees
of Rohr, Inc.
Notes to Financial Statements
D. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated August 8, 1996, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
E. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Company pays certain legal and accounting expenses of the Plan. Other than
as described above or pursuant to the Trust Agreement with Fidelity Investments,
the Plan has had no agreements or transactions with any parties-in-interest.
F. SUBSEQUENT EVENT
On December 31, 1999, $36.4 million in assets were transferred from the Rohr,
Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements (the
wage plan) to The Pretax Savings Plan for the Salaried Employees of Rohr, Inc.
This transfer, pursuant to the fifth amendment to the wage plan, became
effective on December 31, 1999, whereby all members whose benefits and other
terms of employment have been determined pursuant to the collective bargaining
agreement between the Company and the International Association of Machinists
and Aerospace Workers ceased to participate in the wage plan and all assets and
liabilities of the wage plan related to such members were transferred to the
Plan on December 31, 1999.
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Pretax Savings Plan for the
Salaried Employees of Rohr, Inc.
EIN 95-1607455 Plan-003
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 30, 1999
Description of Investment,
Identity of Issue, Including Maturity Date,
Borrower, Lessor, Rate of Interest, Par or Current
or Similar Party Maturity Value Value
--------------------------------------------------------------------------------
Fidelity Growth and Income Portfolio* 1,920,035 shares $ 90,356,823
Fidelity Magellan Fund* 484,485 shares 65,923,923
Fidelity Asset Manager Fund* 1,412,151 shares 25,898,846
Fidelity Short-Term Bond Portfolio* 2,190,877 shares 18,644,362
Fidelity Disciplined Equity Fund* 808,909 shares 24,509,956
Fidelity Asset Manager Growth Fund* 960,165 shares 18,780,822
Fidelity Retirement Money Market Portfolio* 30,065,104 shares 30,065,104
Fidelity Overseas Fund* 157,395 shares 7,529,800
Fidelity Asset Manager Income Fund* 445,635 shares 5,423,373
Fidelity Puritan Fund* 77,753 shares 1,475,753
Fidelity Contrafund* 100,570 shares 5,998,015
Fidelity Retirement Growth Fund* 184,456 shares 4,733,150
Fidelity Blue Chip Fund* 147,686 shares 8,861,183
Fidelity Equity Income II Fund* 44,195 shares 1,204,317
Fidelity Spartan U.S. Equity Index Fund* 108,543 shares 5,635,539
Janus Overseas Fund 265,965 shares 9,795,480
Janus Worldwide Fund 155,770 shares 11,844,773
N&B Guardian Trust Fund 35,551 shares 499,141
Founders Growth Fund 99,875 shares 2,363,052
Employer Stock Fund* 570,370 units 11,019,546
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350,562,958
Loans to participants* Loans bearing interest with
rates between 5.2% and 5.9% 10,820,458
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TOTAL $361,383,416
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* Indicates party-in-interest to the Plan.
Note: Cost information has not been included above because all investments are
participant directed.
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