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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
For the fiscal year ended December 31, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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.)
3 Coliseum Centre
2550 West Tyvola Road 28217
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (704) 423-7000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME AND EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $5 par value New York Stock Exchange
8.30% Cumulative Quarterly Income
Preferred Securities, Series A* New York Stock Exchange
* 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 21, 2000
was $2.5 billion ($22.6875 per share). On such date, 110,237,864 of such shares
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1999 Annual Report to Shareholders are
incorporated by reference into Part I (Item 1), Part II (Items 6, 7, 7a and 8)
and Part IV (Item 14) hereof. Portions of the proxy statement dated March 3,
2000 are also incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
Merger
On July 12, 1999, The BFGoodrich Company ("the Company" or
"BFGoodrich") completed its merger with Coltec Industries Inc. The merger has
been accounted for as a pooling-of-interests. Accordingly, all prior period
consolidated financial statements have been restated to include the results of
operations, financial position and cash flows of Coltec as though Coltec had
always been a part of BFGoodrich. As such, results for the three years ended
December 31, 1999, 1998 and 1997 represent the combined results of BFGoodrich
and Coltec (see Note A to the Consolidated Financial Statements within the 1999
Financial Review Section of the Annual Report to Shareholders, which is
incorporated herein by reference).
As a result of the merger, Coltec became a wholly-owned subsidiary of
the Company. In accordance with the terms of the merger, each share of Coltec
common stock was converted into the right to receive 0.56 shares of BFGoodrich
common stock, totaling 35.5 million shares of BFGoodrich common stock.
In addition, the Company issued options to purchase 3.0 million shares
of BFGoodrich common stock in exchange for options to purchase Coltec common
stock outstanding immediately prior to the merger. These options vest and become
exercisable in accordance with the terms and conditions of the original Coltec
options. Also, as a result of the merger, each 5 1/4% Convertible Preferred
Security issued by Coltec Capital Trust became convertible into 0.955248 of a
share of BFGoodrich common stock, subject to certain adjustments.
General Development of Business
The Company's operations are classified into three reportable business
segments: BFGoodrich Aerospace ("Aerospace"), BFGoodrich Engineered Industrial
Products ("Engineered Industrial Products") and BFGoodrich Performance Materials
("Performance Materials"). The Company's three reportable business segments are
managed separately based on fundamental differences in their operations.
Aerospace consists of four business groups: Aerostructures; Landing
Systems; Sensors and Integrated Systems (as a result of the Coltec merger this
business group will be renamed Electronics and Engine Systems in 2000); and
Maintenance, Repair and Overhaul. They serve commercial, military, regional,
business and general aviation markets. Aerospace's major products are aircraft
engine nacelle and pylon systems; aircraft landing gear and wheels and brakes;
sensors and sensor-based systems; fuel measurement and management systems;
flight attendant and cockpit seats; aircraft evacuation slides and rafts; ice
protection systems, and collision warning systems. Aerospace also provides
maintenance, repair and overhaul services on commercial airframes and
components.
Engineered Industrial Products is a single business group. This group
manufactures industrial seals; gaskets; packing products; self-lubricating
bearings; diesel, gas and dual-fuel engines; air compressors; spray nozzles and
vacuum pumps.
Performance Materials consists of three business groups: Textile and
Coatings Solutions, Polymer Additives and Specialty Plastics, and Consumer
Specialties. They serve various markets such as personal-care, pharmaceuticals,
printing, textiles, industrial, construction and automotive. Performance
Materials' major products are thermoplastic polyurethane; high-heat-resistant
plastics; synthetic thickeners and emulsifiers; polymer emulsions, resins and
additives, and textile thickeners, binders, emulsions and compounds.
The Company's business is conducted on a global basis with
manufacturing, service and sales undertaken in various locations throughout the
world. Aerospace's products and services and Engineered Industrial Products' and
Performance Materials' products are principally sold to customers in North
America and Europe.
The principal executive offices of BFGoodrich are located at 3 Coliseum
Centre, 2550 West Tyvola Road, Charlotte, North Carolina 28217 (telephone (704)
423-7000).
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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.
Acquisitions
POOLING-OF-INTERESTS
COLTEC
As noted above, on July 12, 1999, the Company completed its merger with
Coltec. The merger has been accounted for as a pooling-of-interests.
Accordingly, all prior period consolidated financial statements have been
restated to include the results of operations, financial position and cash flows
of Coltec as though Coltec had always been a part of BFGoodrich. As such,
results for the three years ended December 31, 1999, 1998 and 1997 represent the
combined results of BFGoodrich and Coltec.
ROHR
On December 22, 1997, BFGoodrich completed a merger with Rohr, Inc. by
exchanging 18.6 million shares of BFGoodrich common stock for all of the common
stock of Rohr. Each share of Rohr common stock was exchanged for .7 of one share
of BFGoodrich common stock. The merger was accounted for as a pooling of
interests, and all prior period financial statements were restated to include
the financial information of Rohr as though Rohr had always been a part of
BFGoodrich. Prior to the merger, Rohr's fiscal year ended on July 31. For
purposes of the combination, Rohr's financial results for its fiscal year ended
July 31, 1997, were restated to the year ended December 31, 1997, to conform
with BFGoodrich's calendar year end.
PURCHASES
The following acquisitions were recorded using the purchase method of
accounting. Their results of operations have been included in the Company's
results since their respective dates of acquisition.
During 1999, the Company acquired a manufacturer of spacecraft attitude
determination and control systems and sensor and imaging instruments; the
remaining 50 percent interest in a joint venture, located in Singapore, that
overhauls and repairs thrust reversers, nacelles and nacelle components; an
ejection seat business; a textile coatings business; and a manufacturer and
developer of micro-electromechanical systems, which integrate electrical and
mechanical components to form "smart" sensing and control devises. Total
consideration aggregated $76.1 million, of which $69.4 million represented
goodwill.
The purchase agreement for the manufacturer and developer of
micro-electromechanical systems provides for additional consideration to be paid
over the next six years based on a percentage of net sales. The additional
consideration for the first five years, however, is guaranteed not to be less
than $3.5 million. As the $3.5 million of additional consideration is not
contingent on future events, it has been included in the purchase price and
allocated to the net assets acquired. All additional contingent amounts payable
under the purchase agreement will be recorded as additional purchase price when
earned and amortized over the remaining useful life of the goodwill.
During 1998, the Company acquired a global manufacturer of specialty
and fine chemicals; a manufacturer of flexible graphite and
polytetrafluoroethylene ("PTFE") products; a business that manufactures,
machines and distributes PTFE products; and another business that reprocesses
PTFE compounds. The Company also acquired a manufacturer of sealing products; a
small manufacturer of textile chemicals used for fabric preparation and
finishing; the remaining 20 percent not previously owned of a subsidiary that
produces self-lubricating bearings; and a small manufacturer of energetic
materials systems during 1998. Total consideration aggregated $521.5 million, of
which $308.7 million represented goodwill.
During 1997, the Company acquired seven businesses for cash
consideration of $194.1 million in the aggregate, which included $84.4 million
of goodwill. One of the acquired businesses is a manufacturer of data
acquisition systems for satellites and other aerospace applications. A second
business manufactures diverse aerospace products for commercial and military
applications. A third business is a manufacturer of dyes, chemical additives and
durable press resins for the textiles industry. A fourth business manufactures
thermoplastic polyurethane and is located in the United Kingdom. A fifth
business manufactures flight attendant and cockpit seats and the sixth business
is a sheet rubber and conveyer belt business. The remaining acquisition is a
small specialty chemicals business.
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The purchase agreement for the flight attendant and cockpit seat
business includes contingent payments based on earnings levels for the years
ended December 31, 1997-2000. These contingent payments will be recorded as
additional purchase price consideration when made and will be amortized over the
remaining life of the goodwill.
The impact of these acquisitions was not material in relation to the
Company's results of operations. Consequently, pro forma information is not
presented.
Dispositions
In May 1998, the Company sold the capital stock of its Holley
Performance Products subsidiary for $100 million in cash. The pre-tax gain of
$58.3 million, net of liabilities retained, has been recorded with other income
(expense), net. The proceeds from this divestiture were applied toward reducing
debt in 1997. Holley had gross revenues and operating income of approximately
$99.0 million and $8.0 million, respectively.
During 1997, the Company completed the sale of its Engine Electrical
Systems Division, which was part of the Sensors and Integrated Systems Group in
the Aerospace segment. The Company received cash proceeds of $72.5 million which
resulted in a pre-tax gain of $26.4 million reported within other income
(expense), net.
Financial Information About Industry Segments
For financial information concerning the sales, operating income, total
assets, capital expenditures, depreciation and amortization and geographic
information by segment, see Note L to the Consolidated Financial Statements
within the 1999 Financial Review Section of the Annual Report to Shareholders,
which is incorporated herein by reference.
Narrative Description of Businesses
AEROSPACE
The Company's Aerospace Segment is conducted through four major
business groups.
Aerostructures Group (formerly Rohr) primarily designs, develops and
integrates aircraft engine nacelle and pylon systems for commercial and general
aviation customers.
Landing Systems Group manufactures aircraft landing gear; aircraft
wheels and brakes; high-temperature composites; flight attendant and cockpit
seats; and aircraft evacuation slides and rafts for commercial, military,
regional and business aviation customers and for space programs.
Sensors and Integrated Systems Group manufactures sensors and
sensor-based systems; fuel measurement and management systems; electromechanical
actuators; aircraft windshield wiper systems; health and usage management
systems; electronic test equipment; ice protection systems; gas turbine engine
components; specialty heated products; collision warning systems; weather
detection systems; standby attitude indicators; aircraft lighting components;
and polymer and composite products for commercial, military, regional, business
and general aviation customers, and for aircraft engine and space programs.
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 services 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.
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ENGINEERED INDUSTRIAL PRODUCTS
The Company's Engineered Industrial Products Segment is conducted as
one business group. The segment is a leading manufacturer of industrial seals,
gaskets, self-lubricating bearings, air compressors and technologically advanced
spray nozzles for agricultural home heating and industrial applications. The
segment also produces diesel, gas and dual fuel engines used in naval ships,
locomotives and electric power plants.
PERFORMANCE MATERIALS
The Company's Performance Materials Segment is conducted through three
major business groups.
Textile and Industrial Coatings Group manufactures acrylic textile
coatings and industrial formulations of Carbopol(R) polymers for textile
printing; durable press resins, dyes and softeners; and paper saturants and
coatings in wood, metal and other surface finishing products and in graphic arts
applications.
Consumer Specialties Group manufactures thickening, suspension and
emulsion polymers for personal care products, household and pharmaceutical
applications.
Polymer Additives & Specialty Plastics Group manufactures thermoplastic
polyurethane and alloys; high-heat-resistant and low-combustibility plastics;
static-dissipating polymers; antioxidants for rubber, plastic and lubricants
applications; 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; tire and rubber goods; plumbing and industrial pipe; fire
sprinkler systems and building material components.
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.
Backlog
At December 31, 1999, the Company had a backlog of approximately $3.9
billion, principally related to the Aerospace Segment, of which approximately 47
percent is expected to be filled during 2000. The amount of backlog at December
31, 1998 was approximately $3.7 billion. Backlogs in the Aerospace Segment 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 and Engineered
Industrial 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
Performance Materials Segment is anticipated to be adequate for 2000. 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. 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.
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 a focus 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
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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 V
to Consolidated Financial Statements within the 1999 Financial Review Section of
the 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. Total research
and development expense amounted to $238.0 million, $240.6 million and $187.7
million in 1999, 1998 and 1997, respectively. Of these amounts, $43.7 million,
$63.1 million and $39.4 million, respectively related to amounts funded by
customers. For additional information concerning research and development
expense, see Note B to the Consolidated Financial Statements within the 1999
Financial Review Section of the 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, 1999, the Company had 23,522 employees in the United
States. An additional 3,522 people were employed by the Company in other
countries. Approximately 13,400 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 February 2000 to September 2004. There were no
material work stoppages during 1999.
Foreign Operations
The Company is engaged in business in foreign markets. Manufacturing
and service facilities are located in Australia, Belgium, Canada, England,
France, Germany, Hong Kong, India, Japan, Korea, Mexico, The Netherlands,
Poland, Scotland, Singapore and Spain. 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, patent royalty agreements and
joint venture agreements with various foreign companies.
Outside North America, no single foreign geographic area is currently
significant, although the Company continues to expand 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 would have a materially adverse effect on its business, in the
aggregate.
For additional financial information about U.S. and foreign sales, see
Note L to Consolidated Financial Statements within the 1999 Financial Review
Section of the Annual Report to Shareholders, which is incorporated herein by
reference.
ITEM 2. PROPERTIES
The Company operates manufacturing plants and service facilities in 29
states in the U.S. and in Australia, Belgium, Canada, England, France, Germany,
Hong Kong, India, Japan, Korea, Mexico, The Netherlands, Poland, Scotland,
Singapore,
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and Spain. In addition, the Company has other facilities throughout the United
States and in various foreign countries, which include sales offices,
administrative offices and warehouses.
Certain information with respect to the Company's significant facilities that
are owned is set forth below:
Approximate
Number of
Segment Location Square Feet
------- -------- -----------
Aerospace Chula Vista, California 2,721,000
Everett, Washington (b) 1,200,000
Riverside, California 1,171,000
West Hartford, Connecticut (a) 549,800
Industrial Palmyra, New York 682,000
Beloit, Wisconsin 856,000
Longview, Texas 205,000
Quincy, IL 323,000
Performance Materials Avon Lake, Ohio 250,000
Cincinnati, Ohio (b) 493,700
Louisville, Kentucky 236,000
Akron, Ohio 236,000
(a) Approximately 250,000 square feet are utilized by the Aerospace Segment
with the balance leased to third parties.
(b) Although the building is owned, the land at this facility is leased.
In addition to the owned facilities, certain manufacturing activities
are conducted within leased premises, the largest of which is in the Industrial
Segment, located in Germany, and covers approximately 137,000 square feet. Some
of these leases provide for options to purchase or to renew such leases.
The Company also leases approximately 35,000 square feet at its
headquarters in Charlotte, North Carolina, for its executive offices. In the
spring of 2000, the Company will be moving the executive offices to a new office
building in Charlotte that is currently under construction. The Company will
lease approximately 108,500 square feet for an initial term of ten years, with
annual options to 2020. The new offices will provide space for the Corporate
headquarters and also for the executive offices of the Aerospace and Engineered
Industrial Products Segments.
In the opinion of management, the Company's principal properties,
whether owned or leased, are suitable and adequate for the purposes for which
they are used and are suitably maintained for such purposes. See Item I,
"Business-Environmental Matters" for a description of proceedings under
applicable environmental laws regarding certain of the Company's properties.
In addition, 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 (see Note I to the Consolidated Financial
Statements within the 1999 Financial Review Section of the Annual Report to
Shareholders, which is incorporated herein by reference).
ITEM 3. LEGAL PROCEEDINGS
GENERAL
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,
asbestos 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
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financial position or results of operations. From time to time, the Company is
also involved in legal proceedings as a plaintiff involving contract, patent
protection, environmental and other matters. Gain contingencies, if any, are
recognized when they are realized.
ENVIRONMENTAL
The Company and its subsidiaries are generators of both hazardous
wastes and non-hazardous wastes, the treatment, storage, transportation and
disposal of which are subject to various laws and governmental regulations.
Although past operations were in substantial compliance with the then-applicable
regulations, the Company has been designated as a potentially responsible party
("PRP") by the U.S. Environmental Protection Agency ("EPA"), or similar state
agencies, in connection with several sites.
The Company initiates corrective and/or preventive environmental
projects of its own to ensure safe and lawful activities at its current
operations. It also conducts a compliance and management systems audit program.
The Company believes that compliance with current governmental regulations will
not have a material adverse effect on its capital expenditures, earnings or
competitive position.
The Company's environmental engineers and consultants review and
monitor environmental issues at past and existing operating sites, as well as
off-site disposal sites at which the Company has been identified as a PRP. This
process includes investigation and remedial selection and implementation, as
well as negotiations with other PRPs and governmental agencies.
At December 31, 1999 and 1998, the Company had recorded in Accrued
Expenses and in Other Non-current Liabilities a total of $125.5 million and
$129.7 million, respectively, to cover future environmental expenditures. These
amounts are recorded on an undiscounted basis.
The Company believes that its reserves are adequate based on currently
available information. Management believes that it is reasonably possible that
additional costs may be incurred beyond the amounts accrued as a result of new
information. However, the amounts, if any, 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.
ASBESTOS
As of December 31, 1999 and 1998, two subsidiaries of the Company were
among a number of defendants (typically 15 to 40) in approximately 96,000 and
101,400 actions (including approximately 8,300 and 4,700 actions, respectively
in advanced stages of processing) filed in various states by plaintiffs alleging
injury or death as a result of exposure to asbestos fibers. During 1999, 1998
and 1997, these two subsidiaries of the Company received approximately 30,200,
34,400 and 38,200 new actions, respectively. Through December 31, 1999,
approximately 280,400 of the approximately 376,400 total actions brought had
been settled or otherwise disposed.
Payments were made by the Company with respect to asbestos liability
and related costs aggregating $84.5 million in 1999, $53.7 million in 1998, and
$59.2 million in 1997, respectively, substantially all of which were covered by
insurance. Settlements are generally made on a group basis with payments made to
individual claimants over periods of one to four years. Related to payments not
covered by insurance, the Company recorded charges to operations amounting to
approximately $8.0 million in each of 1999, 1998 and 1997.
In accordance with the Company's internal procedures for the processing
of asbestos product liability actions and due to the proximity to trial or
settlement, certain outstanding actions have progressed to a stage where the
Company can reasonably estimate the cost to dispose of these actions. As of
December 31, 1999, the Company estimates that the aggregate remaining cost of
the disposition of the settled actions for which payments remain to be made and
actions in advanced stages of processing, including associated legal costs, is
approximately $163.1 million and the Company expects that this cost will be
substantially covered by insurance.
With respect to the 87,700 outstanding actions as of December 31, 1999,
which are in preliminary procedural stages, as well as any actions that may be
filed in the future, the Company lacks sufficient information upon which
judgments can be made as to the validity or ultimate disposition of such
actions, thereby making it difficult to estimate with reasonable certainty what,
if any, potential liability or costs may be incurred by the Company. However,
the Company believes that its subsidiaries are in a favorable position compared
to many other defendants because, among other things, the asbestos fibers in its
asbestos-containing
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products were encapsulated. Subsidiaries of the Company continue to distribute
encapsulated asbestos-bearing product in the United States with annual sales of
less than $1.5 million. All sales are accompanied by appropriate warnings. The
end users of such product are sophisticated users who utilize the product for
critical applications where no known substitutes exist or have been approved.
Insurance coverage of a small non-operating subsidiary formerly
distributing asbestos-bearing products is nearly depleted. Considering the
foregoing, as well as the experience of the Company's subsidiaries and other
defendants in asbestos litigation, the likely sharing of judgments among
multiple responsible defendants, and given the substantial amount of insurance
coverage that the Company expects to be available from its solvent carriers to
cover the majority of its exposure, the Company believes that pending and
reasonably anticipated future actions are not likely to have a materially
adverse effect on the Company's consolidated results of operations or financial
condition, but could be material to the Company's results of operations in a
given period. Although the insurance coverage which the Company has is
substantial, it should be noted that insurance coverage for asbestos claims is
not available to cover exposures initially occurring on and after July 1, 1984.
The Company's subsidiaries continue to be named as defendants in new cases, some
of which allege initial exposure after July 1, 1984.
The Company has recorded an accrual for its liabilities for
asbestos-related matters that are deemed probable and can be reasonably
estimated (settled actions and actions in advanced stages of processing), and
has separately recorded an asset equal to the amount of such liabilities that is
expected to be recovered by insurance. In addition, the Company has recorded a
receivable for that portion of payments previously made for asbestos product
liability actions and related litigation costs that is recoverable from its
insurance carriers. Liabilities for asbestos-related matters and the receivable
from insurance carriers included in the Consolidated Balance Sheets are as
follows:
DECEMBER 31, DECEMBER 31,
1999 1998
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(DOLLARS IN MILLIONS)
Accounts and notes receivable $ 146.9 $ 95.4
Other assets 36.7 32.6
Accrued expenses 134.6 89.7
Other liabilities 28.5 22.8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The number of common shareholders of record at December 31, 1999, was
11,089. The discussions of the limitations and restrictions on the payment of
dividends on common stock are included in Notes H and R to the Consolidated
Financial Statements within the 1999 Financial Review Section of the Annual
Report to Shareholders, which is incorporated herein by reference.
Common Stock Prices and Dividends The Company's common stock (symbol
GR) is listed on the New York Stock Exchange. The table below lists dividends
per share and quarterly price ranges for the Company's common stock based on New
York Stock Exchange closing prices.
1999 1998
---- ----
QUARTER HIGH LOW DIVIDEND QUARTER HIGH LOW DIVIDEND
- ------- ---- --- -------- ------- ---- --- --------
First 36 1/8 31 1/2 $ .275 First 53 13/16 39 $ .275
Second 45 32 7/8 .275 Second 54 13/16 45 1/16 .275
Third 44 5/8 26 15/16 .275 Third 49 11/16 27 1/16 .275
Fourth 27 15/16 21 .275 Fourth 39 15/16 29 .275
ITEM 6. SELECTED FINANCIAL DATA
The tabular information appearing under "Selected Financial Data" on
page 41 of the 1999 Financial Review Section of the Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information appearing under "Management's Discussion and Analysis"
on pages 1 through 14 of the 1999 Financial Review Section of the Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information appearing under "Financial Instruments Sensitivity
Analysis" on page 15 the 1999 Financial Review Section of the Annual Report to
Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related notes thereto,
together with the report thereon by Ernst & Young LLP dated February 14, 2000,
except for Note W, as to which the date is February 21, 2000, appearing on pages
16 through 40 of the 1999 Financial Review Section of the Annual Report to
Shareholders are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
12
13
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" and information under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's proxy
statement dated March 3, 2000 is incorporated herein by reference. Biographical
information concerning the Company's Executive Officers is as follows:
David L. Burner, Age 60, Chairman, President and Chief Executive Officer
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,
President in December 1995, assumed the additional title of Chief Executive
Officer in December 1996 and became Chairman in July 1997. 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.
Marshall O. Larsen, Age 51, 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 received 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.
David B. Price, Jr., Age 54, Executive Vice President and President and Chief
Operating Officer, BFGoodrich Performance Materials
Mr. Price joined BFGoodrich in July 1997 in his present capacity. Prior to
joining BFGoodrich, he was President of Performance Materials of Monsanto
Company since 1995. Prior positions held by Mr. Price at Monsanto include Vice
President and General Manager of commercial operations for the Industrial
Products Group from 1993 to 1995, Vice President and General Manager of the
Performance Products Group from 1991 to 1993, and Vice President and General
Manager of Specialty Chemicals Division from 1987 to 1991. Mr. Price has a B.S.
in civil engineering from the University of Missouri and an M.B.A. from Harvard
University.
John W. Guffey, Jr., Age 62, Executive Vice President
Mr. Guffey served as Executive Vice President of the Company from July 1999
until his retirement in December 1999. Prior to the Company's merger with Coltec
Industries Inc in July 1999, Mr. Guffey served as Chairman and Chief Executive
Officer of Coltec. Mr. Guffey became President of Garlock Mechanical Packaging
Division of Coltec in 1985 and Group President in 1987. He became President and
Chief Operating Officer in 1991. Mr. Guffey was named Chairman and Chief
Executive Officer of Coltec in 1995. He is a director of Gleason Corporation and
is a Trustee of the Manufacturers Alliance. Mr. Guffey received a B.S. in
engineering from Youngstown State University.
Ernest F. Schaub, Age 56, Executive Vice President and President and Chief
Operating Officer, BFGoodrich Engineered Industrial Products
Mr. Schaub joined the Company in November 1971 as a Key Industrial Engineer. He
served in various management positions until 1987 when he was named Group Vice
President, Braking Systems of BFGoodrich Aerospace. In January 1995 Mr. Schaub
was named Group President, Landing Systems of BFGoodrich Aerospace. In September
1999 he was elected Executive Vice President of the Company and President and
Chief Operating Officer of BFGoodrich Engineered Industrial Products. Mr. Schaub
received a B.S. in industrial engineering from the University of New Haven and
an MBA from Case Western Reserve University.
13
14
Laurence A. Chapman, Age 50, Senior Vice President and Chief Financial Officer
Mr. Chapman was elected to his current position in February 1999. He had been
Senior Vice President and Chief Financial Officer of BFGoodrich
Aerospace--Aerostructures Group, formerly Rohr, Inc. from December 1997 until
February 1999. Previously, Mr. Chapman was Senior Vice President and Chief
Financial Officer of Rohr, Inc. since 1994. From 1987 to 1994, Mr. Chapman held
various executive positions at Westinghouse Electric Company, most recently Vice
President and Treasurer and Chief Financial Officer of Westinghouse Financial
Services. Mr. Chapman received a B.A. in accounting from McGill University and
an M.B.A. from Harvard Graduate School of Business.
Terrence G. Linnert, Age 53, Senior Vice President, Human Resources and
Administration, General Counsel and Secretary
Mr. Linnert joined BFGoodrich in November 1997. Prior to joining BFGoodrich, Mr.
Linnert was Senior Vice President of Corporate Administration, Chief Financial
Officer and General Counsel at Centerior Energy Corporation. At BFGoodrich, Mr.
Linnert has responsibilities for the Company's human resources, administration,
legal, internal auditing, environmental and federal government relations
organizations. Mr. Linnert joined The Cleveland Electric Illuminating Company in
1968, holding various engineering, procurement and legal positions until 1986,
when CEI and The Toledo Edison Company became affiliated as wholly owned
subsidiaries of Centerior Energy Corporation. Subsequently, Mr. Linnert had a
variety of legal responsibilities until he was named director of legal services
in 1990. In 1992, he was appointed a vice president, with responsibilities for
legal, governmental and regulatory affairs. Prior to joining the Company, his
responsibilities at Centerior included managing the legal, finance, human
resources, regulatory and governmental affairs, internal auditing and corporate
secretary functions. Mr. Linnert received a B.S. in electrical engineering from
the University of Notre Dame in 1968 and a juris doctor degree from the
Cleveland-Marshall School of Law at Cleveland State University in 1975.
Robert D. Koney, Jr., Age 43, Vice President and Controller
Mr. Koney joined the Company in 1986 as a financial accounting manager. He
became Assistant Controller for BFGoodrich Aerospace in 1992 before being
appointed Vice President and Controller for the Commercial Wheels and Brakes
business in 1994. He was elected Vice President and Controller in April 1998.
Prior to joining BFGoodrich, he held management positions with Picker
International and Arthur Andersen & Company. Mr. Koney received a B.A. in
accounting from the University of Notre Dame and an M.B.A. from Case Western
Reserve University.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation appearing under the
captions "Executive Compensation" and "Governance of the Company - Compensation
of Directors" in the Company's proxy statement dated March 3, 2000 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 March 3, 2000 is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning indebtedness of management appearing under the
caption "Executive Compensation -- Indebtedness" in the Company's proxy
statement dated March 3, 2000 is incorporated herein by reference.
14
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) The 1999 Financial Review Section of the Company's
1999 Annual Report to Shareholders. The following
financial information is incorporated herein by
reference:
(PAGE REFERENCES TO 1999 FINANCIAL REVIEW SECTION OF
THE ANNUAL REPORT)
PAGE
----
Management's Discussion and Analysis 1
Management's Responsibility for Financial Statements 16
Report of Independent Auditors 16
Consolidated Statement of Income for the years ended
December 31, 1999, 1998 and 1997 17
Consolidated Balance Sheet at December 31, 1999 and 1998 18
Consolidated Statement of Cash Flows for the years ended
December 31, 1999, 1998 and 1997 19
Consolidated Statement of Shareholders' Equity for the
years ended December 31, 1999, 1998 and 1997 20
Notes to Consolidated Financial Statements 21
Quarterly Financial Data (Unaudited) 40
Selected Financial Data 41
(2) Consolidated Financial Statement Schedules:
Schedules have been omitted because they are not
applicable or the required information is shown in
the Consolidated Financial Statements or the Notes to
the Consolidated Financial Statements.
(3) Listing of Exhibits: A listing of exhibits is on
pages 17 to 19 of this Form 10-K.
(b) Reports on Form 8-K filed in the fourth quarter of 1999:
Current Report on Form 8-K filed October 29, 1999 (relating to the
announcement of the Company's earnings for the three-month and
nine-month periods ended September 30, 1999).
Current Report on Form 8-K filed December 17, 1999 (relating to the
filing of the Company's consolidated financial statements at
December 31, 1998 and 1997 and for the years ended December 31,
1998, 1997 and 1996, which have been restated to reflect the merger
with Coltec Industries Inc).
15
16
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 21, 2000.
THE BFGOODRICH COMPANY
(Registrant)
By /s/ David L. Burner
--------------------------------
(David L. Burner, Chairman and
Chief Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW ON FEBRUARY 21, 2000 BY THE FOLLOWING PERSONS
(INCLUDING A MAJORITY OF THE BOARD OF DIRECTORS) ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES INDICATED.
/s/ DAVID L. BURNER /s/ROBERT D. KONEY, JR.
- ------------------------------------------------- ---------------------------------
(David L. Burner) (Robert D. Koney, Jr.)
Chairman and Chief Executive Officer Vice President and Controller
And Director (Principal Executive Officer) (Principal Accounting Officer)
/s/ LAURENCE A. CHAPMAN /s/ DAVID I. MARGOLIS
- ------------------------------------------------- ---------------------------------
(Laurence A. Chapman) (David I. Margolis)
Senior Vice President and Chief Financial Officer Director
(Principal Financial Officer)
/s/ DIANE C. CREEL /s/ DOUGLAS E. OLESEN
- ------------------------------------------------- ---------------------------------
(Diane C. Creel) (Douglas E. Olesen)
Director Director
/s/ GEORGE A. DAVIDSON, JR. /s/ RICHARD DE J. OSBORNE
- ------------------------------------------------- ---------------------------------
(George A. Davidson, Jr.) (Richard De J. Osborne)
Director Director
/s/ JAMES J. GLASSER /s/ ALFRED M. RANKIN, JR.
- ------------------------------------------------- ---------------------------------
(James J. Glasser) (Alfred M. Rankin, Jr.)
Director Director
/s/ JODIE K. GLORE /s/ ROBERT H. RAU
- ------------------------------------------------- ---------------------------------
(Jodie K. Glore) (Robert H. Rau)
Director Director
/s/ JOHN W. GUFFEY, JR. /s/ JAMES R. WILSON
- ------------------------------------------------- ---------------------------------
(John W. Guffey, Jr.) (James R. Wilson)
Director Director
/s/ WILLIAM R. HOLLAND /s/ A. THOMAS YOUNG
- ------------------------------------------------- ---------------------------------
(William R. Holland) (A. Thomas Young)
Director Director
16
17
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
3(A) The Company's Restated Certificate of Incorporation, with
amendments filed August 4, 1997 and May 6, 1998, filed as
Exhibit 3(A) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, is incorporated herein by
reference.
3(B) The Company's By-Laws, as amended, through April 20, 1998,
filed as Exhibit 3(B) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998, is
incorporated herein by reference.
4 Information relating to the Company's long-term debt is set
forth in Note H -- "Financing Arrangements" to the Company's
financial statements, which are filed as Exhibit 13 to this
Annual Report on Form 10-K. 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) Stock Option Plan, filed as Exhibit 10(A) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
10(B) Form of Disability Income Agreement, filed as Exhibit 10(B)(4)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, is incorporated herein by reference.
10(C) Form of Supplemental Executive Retirement Plan Agreement,
filed as Exhibit 10(C) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998, is incorporated
herein by reference.
10(D) Management Incentive Program, filed as Exhibit 10(D) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998, is incorporated herein by reference.
10(E) Form of Management Continuity Agreement entered into by The
B.F.Goodrich Company and certain of its employees. *
10(F) Senior Executive Management Incentive Plan, filed as Appendix
B to the Company's 1995 Proxy Statement dated March 2, 1995,
is incorporated herein by reference.
10(G) Rights Agreement, dated as of June 2, 1997, between The
B.F.Goodrich Company and The Bank of New York which includes
the form of Certificate of Amendment setting forth the terms
of the Junior Participating Preferred Stock, Series F, par
value $1 per share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed June 19,
1997, is incorporated herein by reference.
10(H) Employee Protection Plan, filed as Exhibit 10(I) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, is incorporated herein by reference.
10(I) Benefit Restoration Plan, filed as Exhibit 10(J) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992, is incorporated herein by reference.
10(J) The B.F.Goodrich Company Savings Benefit Restoration Plan,
filed as Exhibit 4(b) to the Company's Registration Statement
on Form S-8 (No. 333-19697), is incorporated herein by
reference.
10(K) 1998 - 2000 Long-Term Incentive Plan Summary Plan Description
and form of award, filed as Exhibit 10(K) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
17
18
10(L) 1999 - 2001 Long-Term Incentive Plan Summary Plan Description
and form of award. *
10(M) Amended and Restated Assumption of Liabilities and
Indemnification Agreement between the Company and The Geon
Company, filed as Exhibit 10.3 to the Registration Statement
on Form S-1 (No. 33-70998) of The Geon Company, is
incorporated herein by reference.
10(N) Outside Directors' Phantom Share Plan, filed as Exhibit 10(M)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, is incorporated herein by reference.
10(O) Directors Deferred Compensation Plan, filed as Exhibit 10(N)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, is incorporated herein by reference.
10(P) Rohr, Inc. Supplemental Retirement Plan (Restated 1997), filed
as an exhibit to Rohr, Inc.'s Quarterly Report on Form 10-Q
for the quarterly period ended May 4, 1997, is incorporated
herein by reference.
10(Q) Rohr, Inc. 1991 Stock Compensation for Non-Employee Directors,
filed as an exhibit to Rohr, Inc.'s Annual Report on Form 10-K
for the fiscal year ended July 31, 1992, is incorporated
herein by reference.
10(R) Rohr Industries, Inc., Management Incentive Plan (Restated
1982), as amended through the Fifteenth Amendment, filed as an
exhibit to Rohr, Inc.'s Annual Report on Form 10-K for the
fiscal year ended July 31, 1994, is incorporated herein by
reference.
10(S) Sixteenth Amendment to Rohr, Inc. Management Incentive Plan
(Restated 1982), dated June 7, 1996, filed as an exhibit to
Rohr, Inc.'s Annual Report on Form 10-K for the fiscal year
ended July 31, 1996, is incorporated herein by reference.
10(T) Seventeenth Amendment to Rohr Industries, Inc. Management
Incentive Plan (Restated 1982), dated September 13, 1996,
filed as an exhibit to Rohr, Inc.'s Annual Report on Form 10-K
for the fiscal year ended July 31, 1996, is incorporated
herein by reference.
10(U) Employment Agreement with Robert H. Rau, filed as an exhibit
to Rohr, Inc.'s Quarterly Report on Form 10-Q for the fiscal
quarter ended May 2, 1993, is incorporated herein by
reference.
10(V) First Amendment to Employment Agreement with Robert H. Rau,
filed as an exhibit to Rohr, Inc.'s Annual Report on Form 10-K
for the fiscal year ended July 31, 1996, is incorporated
herein by reference.
10(W) Rohr, Inc. 1989 Stock Option Plan, filed as Exhibit 10.18 to
the Rohr Industries, Inc. Annual Report on Form 10-K for the
fiscal year ended July 31, 1990, is incorporated herein by
reference.
10(X) Rohr, Inc. 1995 Stock Incentive Plan, filed as Exhibit 4.1 to
Rohr, Inc.'s Registration Statement on Form S-_ (File No.
33-65447) filed on December 28, 1995, is incorporated herein
by reference.
10(Y) Employment Agreement with Robert H. Rau, filed as Exhibit
10(X) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, is incorporated herein by reference.
10(Z) Consulting Agreement with Robert H. Rau, filed as Exhibit
10(Y) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, is incorporated herein by reference.
10(AA) Family Protection Plan of Coltec Industries Inc filed as
Exhibit 4.28 to Coltec Industries Inc's Quarterly Report on
Form 10-Q for the quarter ended September 27, 1998, is
incorporated herein by reference.
10(BB) Form of Split Dollar Insurance Agreement dated May 8, 1997
between Coltec Industries Inc and certain executive officers,
filed as Exhibit 10.2 to Coltec Industries Inc's Annual Report
on Form 10-K for the year ended December 31, 1997, is
incorporated herein by reference.
18
19
10(CC) Benefits Equalization Plan of Coltec Industries Inc effective
January 1, 1976 and Amended and Restated as of January 1,
1989, filed as Exhibit 10.3 to Coltec Industries Inc's Annual
Report on Form 10-K for the year ended December 31, 1997, is
incorporated herein by reference.
10(DD) Employment Agreement between Coltec Industries Inc and John W.
Guffey, Jr., dated July 15, 1998, filed as Exhibit 10.28 to
Coltec Industries Inc's Quarterly Report on Form 10-Q for the
quarter ended June 28, 1998, is incorporated herein by
reference.
10(EE) 1992 Stock Option and Incentive Plan of Coltec Industries Inc,
filed as Exhibit 10.24 to Coltec Industries Inc's Annual
Report on Form 10-K for the year ended December 31, 1991, is
incorporated herein by reference.
10(FF) Amendment No. 1 to Coltec Industries Inc's 1992 Stock Option
and Incentive Plan, filed as Exhibit 10.15 to Coltec
Industries Inc's Annual Report on Form 10-K for the year ended
December 31, 1993, is incorporated herein by reference.
10(GG) Second Amendment to Coltec Industries Inc's 1992 Stock Option
and Incentive Plan, filed as Exhibit 10.3 to Coltec Industries
Inc's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1997, is incorporated herein by reference.
10(HH) Amendment No. 3 to Coltec Industries Inc's 1992 Stock Option
and Incentive Plan, filed as Exhibit A to Coltec Industries
Inc's definitive proxy statement filed March 26, 1997, is
incorporated herein by reference.
10(II) 1994 Long-Term Incentive Plan of Coltec Industries Inc, filed
as Exhibit 10.16 to Coltec Industries Inc's Annual Report on
Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
10(JJ) Resolutions of the Board of Directors of Coltec Industries Inc
adopted July 13, 1995 amending Section 6(a) of Coltec
Industries Inc's 1994 Long-Term Incentive Plan, filed as
Exhibit 10.17 to Coltec Industries Inc's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated
herein by reference.
10(KK) Resolution of the Board of Directors of Coltec Industries Inc
adopted on May 30, 1995 establishing a change-in-control
arrangement for non-employee directors, filed as Exhibit 10.21
to Coltec Industries Inc's Annual Report on Form 10-K for the
year ended December 31, 1995, is incorporated herein by
reference.
13 1999 Financial Review Section of the Annual Report to
Shareholders.
21 Subsidiaries. *
23(a) Consent of Independent Auditors - Ernst & Young LLP. *
23(b) Consent of Independent Auditors - Arthur Andersen LLP. *
27.1 Financial Data Schedules - Three Months ended March 31, 1999 *
- Six Months ended June 30, 1999 *
27.2 Financial Data Schedule - Year ended December 31, 1999 *
99 Independent Auditors Report - Arthur Andersen LLP. *
- -----------
* Filed herewith.
The Company will supply copies of the foregoing exhibits to any shareholder upon
receipt of a written request addressed to the Assistant Secretary of The
B.F.Goodrich Company, 2550 West Tyvola Road, Charlotte, NC 28217, and the
payment of $.50 per page to help defray the costs of handling, copying and
postage. The Company is currently planning to move into a new headquarters
facility in May 2000. The new address will be Four Coliseum Centre, 4000 North
Falls Drive, Charlotte, NC 28217.
19