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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997.
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.)
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 659-7600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $5 par value New York Stock Exchange
9 5/8% Notes, maturing in 2001
8.30% Cumulative Quarterly Income Preferred
Securities, Series A* New York Stock Exchange
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* Issued by BFGoodrich Capital and the payments of trust distributions and
payments on liquidation or redemption are guaranteed under certain
circumstances by The B.F.Goodrich Company. The B.F.Goodrich Company is the owner
of 100% of the common securities issued by BFGoodrich Capital, a Delaware
statutory business trust.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. [ ]
The aggregate market value of the voting stock, consisting solely of common
stock, held by nonaffiliates of the registrant as of March 2, 1998 was $3,613.5
million ($49.625 per share). On such date, 72,815,895 of such shares were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders are incorporated by reference
into Parts I, II and IV.
Portions of the proxy statement dated March 13, 1998 are incorporated by
reference into Part III.
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PART I
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ITEM 1. BUSINESS
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GENERAL DEVELOPMENT OF BUSINESS
On December 22, 1997, BFGoodrich completed a merger with Rohr, Inc. by
exchanging 18,588,004 shares of BFGoodrich common stock for all of the common
stock of Rohr (the term Company is used to refer to BFGoodrich including 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 have been restated to include the financial
information of Rohr as though Rohr had always been a part of BFGoodrich. For
further information concerning the merger with Rohr, see Note A of the Notes to
Consolidated Financial Statements appearing on page 40 of the Company's 1997
Annual Report to Shareholders, which is incorporated herein by reference.
The Company manufactures and supplies a wide variety of systems and component
parts for the aerospace industry and provides maintenance, repair and overhaul
services on commercial, regional, business and general aviation aircraft. The
Company also manufactures specialty plastics and specialty additives products
for a variety of end-user applications.
A further description of the Company's business is provided below.
The Company, with 1997 sales of $3.4 billion, is organized into two principal
business segments: BFGoodrich Aerospace ("Aerospace") and BFGoodrich Specialty
Chemicals ("Specialty Chemicals"). The Company maintains patent and technical
assistance agreements, licenses and trademarks on its products, process
technologies and expertise in most of the countries in which it operates. The
Company conducts its business through numerous divisions and 82 wholly and
majority-owned subsidiaries worldwide.
The principal executive offices of BFGoodrich are located at 4020 Kinross Lakes
Parkway, Richfield, Ohio 44286-9368 (telephone (330) 659-7600).
The Company was incorporated under the laws of the State of New York on May 2,
1912 as the successor to a business founded in 1870.
During 1997, the Company acquired five businesses (four of which were acquired
during the fourth quarter) for cash consideration of $133.4 million in the
aggregate, which includes $65.3 million of goodwill. The purchase price
allocations have been based on preliminary estimates. 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 polyurethanes
and is located in the United Kingdom. The remaining acquisition is a small
specialty chemicals business.
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In January 1998, the Company signed a definitive agreement to acquire Freedom
Chemical Company for $375.0 million in cash. Freedom Chemical had sales of
$293.1 million in 1997, 42 percent of which were outside the United States.
Freedom Chemical is a leading global manufacturer of specialty and fine
chemicals that are sold to a variety of customers who use them to enhance the
performance of their finished products. Freedom Chemical has leadership
positions as a supplier of specialty chemical additives used in personal care,
food and beverage, pharmaceutical, textile, graphic arts, paints, colorants and
coatings applications and as chemical intermediates. The Company expects to
complete the transaction late in the first quarter of 1998.
On August 15, 1997, the Company sold its chlor-alkali and olefins ("CAO")
business to The Westlake Group for $92.7 million, resulting in an after-tax gain
of $14.5 million, or $.19 per diluted share. The disposition of the CAO business
represents the disposal of a segment of a business under APB Opinion No. 30
("APB 30"). Accordingly, the Consolidated Statement of Income reflects the CAO
business (previously reported as Other Operations) as a discontinued operation.
On February 3, 1997, the Company sold Tremco Incorporated to RPM, Inc. for
$230.7 million, resulting in an after-tax gain of $59.5 million, or $.80 per
diluted share. The sale of Tremco Incorporated completed the disposition of the
Company's Sealants, Coatings and Adhesives ("SC&A") Group, which also
represented a disposal of a segment of a business under APB 30. Accordingly, the
SC&A Group is also reflected as a discontinued operation in the Consolidated
Statement of Income.
Also 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 pretax gain of $26.4 million ($16.4 million after tax).
During 1996, the Company acquired five specialty chemicals businesses for cash
consideration of $107.9 million, which includes $80.0 million of goodwill. Four
of the acquisitions are part of the Specialty Additives Group. One of the
businesses acquired is a European-based supplier of emulsions and polymers for
use in paint and coatings for textiles, paper, graphic arts and industrial
applications. Two of the acquisitions represent product lines consisting of
water-borne acrylic resins and coatings and additives used in the graphic arts
industry. The fourth acquisition consists of water-based textile coatings
product lines. The Specialty Plastics Group made the remaining acquisition, a
small supplier of anti-static compounds.
During 1995, the Company acquired four small aerospace businesses and two small
specialty chemicals businesses for an aggregate price of $15.4 million.
In 1995, the Company sold its wholly owned subsidiary, Arrowhead Industrial
Water, Inc., for $84.3 million, which resulted in a pretax gain of $3.6 million.
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During 1994, the Company acquired two small specialty chemicals businesses which
manufacture coatings and products for the textile industry.
In 1993, the Company acquired certain assets and assumed certain liabilities of
eight businesses and acquired the minority interest in a previously
majority-owned subsidiary, for approximately $528.5 million. Acquisitions of
five aerospace businesses amounted to approximately $504.8 million. These
acquisitions included the Cleveland Pneumatic Company Division and Cleveland
Pneumatic Product Service Division (collectively referred to as "Cleveland
Pneumatic") for approximately $193.4 million from Pneumo Abex Corporation, a
wholly owned subsidiary of Abex Inc., and the aerospace business (Rosemount
Aerospace) of Rosemount Inc., a wholly owned subsidiary of Emerson Electric
Company, for approximately $301.1 million. Cleveland Pneumatic designs, develops
and manufactures landing gear for commercial and military aircraft and also
provides overhaul service for commercial aircraft landing gear. Principal
manufacturing facilities are located in Cleveland, Ohio and Tullahoma,
Tennessee. The service facilities are located in Miami, Florida. Rosemount
Aerospace designs and manufactures aerospace sensors and related equipment in
facilities located in Burnsville and Eagan, Minnesota. The other Aerospace
acquisitions, which were, in the aggregate, not significant, include a specialty
heating and avionics power business and a manufacturer of automated test
equipment for aircraft.
In addition to the five aerospace business acquisitions, three specialty
chemicals businesses were acquired in 1993, which included a water management
business (which was subsequently included in and sold along with Arrowhead
Industrial Water, Inc.), a manufacturer of urethane polymer resins and a small
reaction-injection-molding business. These acquisitions in the aggregate were
not significant.
Also, in December 1993, the Company disposed of its remaining investment in The
Geon Company ("Geon"). Geon was formed in early 1993 from the business (other
than the chloralkali, ethylene and utilities operations primarily located at
Calvert City, Kentucky) that was previously included in the former Geon Vinyl
Division of the Company. The disposition of Geon through public offerings of
stock generated net cash proceeds of $470.4 million and a financial gain of
$110.9 million after tax. Prior to the sale of Geon, the Company received a
special distribution of $160.0 million from Geon. Net assets of Geon, including
equity in earnings of the business to the dates of disposition, were
approximately $247.0 million.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
In 1997, 1996 and 1995, sales to Boeing, solely by the Aerospace Segment,
totaled 11 percent, 9 percent and 9 percent, respectively, of consolidated
sales.
For financial information concerning the Company's sales, operating income,
identifiable assets, property additions, depreciation and amortization and
geographic information, see Note O of the
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Notes to Consolidated Financial Statements appearing beginning on page 56 of the
Company's 1997 Annual Report to Shareholders, which is incorporated herein by
reference.
NARRATIVE DESCRIPTION OF BUSINESS
Aerospace
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The Company's Aerospace Segment is conducted through four major business groups.
Aerostructures Group (Rohr) primarily designs, develops and integrates aircraft
engine nacelle and pylon systems and provides support services.
Landing Systems Group manufactures aircraft landing gear; aircraft wheels and
brakes; high-temperature composites and manufactures aircraft evacuation slides
and rafts for commercial, military, regional and business aviation customers,
and 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; 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 service businesses in the world. It
competes with other aerospace industry manufacturers to supply parts and provide
service on specific fleets of aircraft, frequently on a program-by-program bid
basis. Competition is primarily based on product performance, service capability
and price. Contracts to supply systems and components and provide service are
generally with aircraft manufacturers, airlines and airfreight businesses
worldwide. The Company also competes on U.S. government contracts, generally as
a subcontractor. Competition is principally based on product performance and
price.
Specialty Chemicals
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The Company's Specialty Chemicals Segment is conducted through two major
business groups.
Specialty Additives Group manufactures synthetic thickeners and emulsifiers;
controlled release
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and suspension agents; polymer emulsions; rubber and lubricant additives and
plastic and adhesive modifiers. These products are used by manufacturers of
personal-care products; pharmaceuticals; liquid soaps and detergents; water
treatment products; electronics; tires and petroleum products and molded
plastics. Specialty additives are also used in textile printing manufacturing;
non-woven manufacturing; paper coating and saturation; graphic arts; and paints
and industrial coatings.
Specialty Plastics Group manufactures thermoplastic polyurethane and alloys;
high-heat-resistant and low-combustibility plastics; static-dissipating
polymers; and reaction-injection molding resins. Products are marketed and sold
to manufacturers for film and sheet applications; wire and cable jacketing; and
magnetic media. Specialty plastics are also used in the manufacture of
automotive products; recreational vehicles and products; agricultural equipment;
industrial equipment; plumbing and industrial pipe; fire sprinkler systems and
building material components.
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.
BACKLOGS
At December 31, 1997, the Company had a backlog of approximately $2.4 billion,
principally related to the Aerospace Segment, of which approximately 68 percent
is expected to be filled during 1998. The amount of backlog at December 31, 1996
was approximately $2.3 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 products, including steel and
carbon, are available from a number of manufacturers and are generally in
adequate supply.
Availability of all major monomers and chemicals used in the Specialty Chemicals
Segment is anticipated to be adequate for 1998. While chemical feedstocks are
currently in adequate supply, in past years, from time-to-time for limited
periods, various chemical feedstocks were in short supply. However, the effect
of any future shortages on the Company's operations will depend upon the
duration of any such shortages and possibly on future U.S. Government policy,
which cannot be determined at this time.
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
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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 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 W of the
Notes to Consolidated Financial Statements appearing beginning on page 67 of
the Company's 1997 Annual Report to Shareholders, which is incorporated herein
by reference.
RESEARCH AND DEVELOPMENT
The Company conducts research and development under Company-funded programs for
commercial products and under contracts with others. Research and development
expense amounted to $141.2 million in 1997, which includes amounts funded by
customers. For additional information concerning research and development
expense, see Note P of the Notes to Consolidated Financial Statements appearing
on page 58 of the Company's 1997 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, 1997, the Company had 15,809 employees in the United States.
An additional 1,029 people were employed overseas. Approximately 7,700 employees
were hourly paid. The Company believes it has good relationships with its
employees.
The hourly employees who are unionized are covered by collective bargaining
agreements with a number of labor unions and with varying contract termination
dates ranging from May 1998 to October 2000. There were no material work
stoppages during 1997. The Company did, however, experience a three-week strike
during 1997 at its landing gear business.
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FOREIGN OPERATIONS
The Company is engaged in business in foreign markets. Manufacturing and
service facilities for Aerospace and Specialty Chemicals are located in
Belgium, Canada, England, France, Germany, Hong Kong, The Netherlands,
Scotland, Singapore and Spain. A plant in Korea manufactures specialty
chemicals for the Company. The Company also markets its products and services
through sales subsidiaries and distributors in a number of foreign countries.
The Company also has technical fee and patent royalty agreements with various
foreign companies.
Outside North America, no single foreign geographic area is currently
significant, although the Company 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 foreign and domestic operations and
export sales, see Note O of the Notes to Consolidated Financial Statements
appearing beginning on page 56 of the Company's 1997 Annual Report to
Shareholders, which is incorporated herein by reference.
ITEM 2. PROPERTIES
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The manufacturing and service operations of the Company are carried on at
facilities, all of which are owned, unless otherwise indicated, at the following
locations:
Aerospace
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Albuquerque, New Mexico
Amelot, France*
Arkadelphia, Arkansas
Austin, Texas*
Basingstoke, England*
Bedford, Massachusetts
Burnsville, Minnesota
Cedar Knolls, New Jersey
Chula Vista, California**
Cleveland, Ohio**
Columbus, Ohio
Dallas, Texas*
East Brunswick, New Jersey*
Eagan, Minnesota
Everett, Washington**
Fairhope, Alabama*
Foley, Alabama*
Fort Lauderdale, Florida
Grand Rapids, Michigan
Green, Ohio**
Hagerstown, Maryland
Hamburg, Germany
Harrow, England*
Heber Springs, Arkansas*
Irvine, California*
Jacksonville, Florida
Louisville, Kentucky*
Lynnwood, Washington*
Marlboro, Massachusetts*
Memphis, Tennessee
Miami, Florida*
Middletown, Connecticut*
New Century, Kansas**
Oldsmar, Florida
Ontario, California*
Paris, France
Phoenix, Arizona
Prestwick, Scotland*
Pueblo, Colorado
Riverside, California
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Aerospace (cont'd)
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San Marcos, Texas
Santa Fe Springs, California**
Sheridan, Arkansas*
Singapore*
Spencer, West Virginia
Taipo, Hong Kong*
Tempe, Arizona*
Toulouse, France**
Troy, Ohio
Tullallahoma, Tennessee
Union, West Virginia
Vergennes, Vermont
Wokingham, England
Zevenaar, The Netherlands
Specialty Chemicals
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Akron, Ohio
Antwerp, Belgium
Avon Lake, Ohio
Barcelona, Spain
Calvert City, Kentucky
Chagrin Falls, Ohio
Darien, Connecticut
Donaldson, South Carolina
Elyria, Ohio
Gastonia, North Carolina
Greenville, South Carolina
Henry, Illinois
Lawrence, Massachusetts
Leominster, Massachusetts
Louisville, Kentucky
Oevel, Belgium
Pedricktown, New Jersey
Shepton Mallet, England
Taylors, South Carolina
Twinsburg, Ohio
Williston, South Carolina
Research Facilities and
Administrative Offices Other Than
Manufacturing Facility Offices
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Avon Lake, Ohio*
Brecksville, Ohio
Brussels, Belgium*
Chula Vista, California**
Cleveland, Ohio*
Hong Kong*
Montrose, Ohio
North Canton, Ohio*
Richfield, Ohio
Uniontown, Ohio*
Washington, D.C.*
Waterloo, Ontario, Canada*
* Leased
** Leased in part
The Company considers that its properties are well maintained and in good
operating condition.
The Company and its subsidiaries are lessees under a number of cancelable and
non-cancelable leases for certain real properties, used primarily for
administrative, retail, maintenance, repair and overhaul of aircraft, aircraft
wheels and brakes and evacuation systems and warehouse operations, and for
certain equipment.
ITEM 3. LEGAL PROCEEDINGS
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There are pending or threatened against BFGoodrich or its subsidiaries various
claims, lawsuits and administrative proceedings, all arising from the ordinary
course of business with respect to commercial, product liability and
environmental matters, which seek remedies or damages. BFGoodrich believes that
any liability that may finally be determined with respect to commercial and
product liability claims, should not have a material effect on the Company's
consolidated financial position or results of operations.
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The Company has been named a potentially responsible party ("PRP") by the U.S.
Environmental Protection Agency in connection with 38 sites, most of which
relate to businesses that the Company has previously discontinued. The Company
believes it may have continuing liability with respect to not more than 18
sites, most of which relate to previously discontinued businesses. Sites for
which successor companies have assumed liability are not included. Based on
information currently available, the Company believes it has adequately accrued
for future environmental expenditures. However, management believes that it is
reasonably possible that additional environmental costs may be incurred beyond
the amounts accrued as a result of new information. The amounts, if any,
however, cannot be estimated and management believes that they would not be
material to the Company's financial condition, but could be material to the
Company's results of operations in a given period.
In June 1987, the U. S. District Court of Los Angeles, in U.S. ET AL. VS.
STRINGFELLOW (United States District Court for the Central District of
California, Civil Action No. 83-2501 (JMI)), granted partial summary judgment
against the Company and 14 other defendants on the issue of liability under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
This suit, along with related lawsuits, alleges that the defendants are jointly
and severally liable for all damage in connection with the Stringfellow
hazardous waste disposal site in Riverside County, California. In June 1989, a
federal jury and a special master appointed by the Federal court found the State
of California also liable for the cleanup costs. On November 30, 1993, the
special master released his "Findings of Fact, Conclusion of Law and Reporting
Recommendations of the Special Master Regarding the State Share Fact-Finding
Hearing." In it, he allocated liability between the State of California and
other parties. As this hearing did not involve the valuation of future tasks and
responsibilities, the order did not specify dollar amounts of liability. The
order, phrased in percentages of liability, recommended allocating liability on
the CERCLA claims as follows: 65 percent to the State of California and 10
percent to the Stringfellow entities, leaving 25 percent to the
generator/counterclaimants (including the Company) and other users of the site
(or a maximum of up to 28 percent depending on the allocation of any
Stringfellow entity orphan share). On the state law claims, the special master
recommended a 95 percent share for the State of California, and 5 percent for
the Stringfellow entities, leaving 0 percent for the generator/counterclaimants.
The special master's recommendation was substantially approved by the federal
judge but that decision has been appealed. The Company and other generators of
wastes disposed at the Stringfellow site, which include numerous companies with
assets and equity significantly greater than the Company, are jointly and
severally liable for the share of cleanup costs for which the generators, as a
group, ultimately are found to be responsible. The Company is the second largest
generator of wastes disposed at the site by volume, although it and certain
other generators have argued the final allocation among generators of their
shares of cleanup costs should not be determined solely by volume. The largest
generator of wastes disposed at the Stringfellow site, by volume, has indicated
it is significantly dependent on insurance to fund its share of any cleanup
costs, and that it is in litigation with certain of its insurers. The Company
intends to continue to defend vigorously these matters and believes, based on
currently available information, that the ultimate resolution of these matters
will not have a material adverse effect on the financial position or results of
operations of the Company.
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The Company has reached settlements with its primary comprehensive general
liability insurance carriers concerning the Stringfellow site and has retained
the right to file future claims against its excess carriers.
During fiscal 1993, Region IX of the United States Environmental Protection
Agency ("EPA") named the Company as a generator of hazardous wastes that were
transported to the Casmalia Resources Hazardous Waste Management Facility (the
"Casmalia Site") in Casmalia, California. In July 1996, the Company and
approximately 50 other cooperating generators executed a Consent Decree and an
Administrative Order on Consent which obligated the cooperating generators to
perform, jointly and severally, certain response actions at the Casmalia Site
prior to the entry of the Consent Decree. Since the entry of the Consent Decree,
the cooperating generators (including the Company) have agreed to perform
certain remedial actions at the Casmalia Site. The Company does not yet know the
ability of all other PRPs at this site, which include companies of substantial
assets and equity, to fund their allocable share. Some PRPs have made
preliminary estimates of cleanup costs at this site of approximately $60.0 to
$70.0 million and the Company's share (based on estimated, respective volumes of
discharge into such site by all generators, all of which cannot now be known
with certainty) could approximate $2.0 million. Based on currently available
information, the Company believes that the resolution of this matter will not
have a material adverse effect on the financial position or results of
operations of the Company.
The EPA has asserted that the Company and others disposed of certain hazardous
substances at the Industrial Excess Landfill site in Uniontown, Ohio. This site
is on the National Priorities List. The Company and some of the other PRPs have
contributed to the cost of a public water supply system in the area. The
Government has filed a lawsuit against the Company and twelve other PRPs
seeking to recover past and future response and oversight costs of an
undetermined amount (but currently in excess of $22.0 million). The State of
Ohio has also sued to recover its oversight costs. The defendants are seeking
contribution, indemnity, and cost recovery under CERCLA, in third party claims
against 68 other PRPs. The Company is currently engaged in discussions with the
government to change the remedy. If successful, a settlement may result. The
Company's ultimate costs are uncertain but it is presently estimated that they
should not exceed approximately 11 percent of the total cost expended on the
site. Estimates of the total costs for the EPA selected remedy range from
$32.0-50.0 million. If an alternative remedy is accepted, these costs could be
cut by as much as one-half. The Company's aggregate liability is estimated to be
approximately $5.0 million.
The Company was identified as a PRP with respect to cleanup of the Vandale
Junkyard, Marietta Ohio, a National Priorities List Superfund Site. The
Company, along with other PRPs, was issued a unilateral order to design and
construct a remedy at this site. Construction began in 1997, but was halted
when geological conditions made construction of the remedy as designed
ineffective. Additional testing is being conducted to determine what
modifications are necessary. The participating PRPs hope to complete a remedy
in 1999, but
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costs are likely to increase. The suit against Lockheed Martin and Mobil Oil who
were substantial waste contributors at the site has resulted in an agreement
which includes interim participation by those parties at 25 percent of total
site costs and a course of binding alternative dispute resolution to determine
final allocation of liability and costs among the parties. The U.S. EPA has sued
the six PRPs, including the Company, for the government's oversight costs. The
Company's total costs at this site, including investigation, design,
construction, transaction costs and reimbursement of the government are not
anticipated to exceed $4.3 million, subject to significant changes in the
remedy.
The Oklahoma Department of Environmental Quality sued the Company and others
based on two different environmental issues at the former BFGoodrich Tire plant
in Miami, Oklahoma. The first issue involves the release of asbestos to the
environment as a result of demolition and/or deterioration of the plant
buildings. In this part of the case, the State filed a motion for mandatory
injunction against the Company and the not-for-profit company to which the plant
was donated in 1993, Save Our Children's Environment (SOCE). The motion sought
to have the defendants clean up and abate the alleged hazard posed by loose
asbestos at the site. The court ordered SOCE and the current owner of the
property, Ottawa Management Company, to prepare and implement a plan to abate
the asbestos hazard. The Court declined to enjoin the Company without a full
trial on all the issues. The defendants and Oklahoma engaged in mediated
settlement discussions in August and September 1997 and arrived at an agreement
contingent upon obtaining a performance bond to assure performance of the
asbestos clean-up by the current owner. The owner could not obtain the necessary
bond.
The second part of the suit involves soil and/or groundwater contamination
resulting from the operation of the plant prior to the donation. This issue is
covered by an indemnity from The Uniroyal-Goodrich Tire Company, who has agreed
to address this part of the State's concern and has signed an administrative
consent order to perform the necessary work.
A settlement is in the final stages of being completed. Under the agreement, the
Company will spend approximately $300,000 in costs, penalties and remediation in
exchange for a dismissal from the State.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On December 22, 1997, the shareholders of the Company, at a special meeting,
approved the issuance of the Company's common stock in connection with the
merger with Rohr, Inc. Results of the voting were as follows: 42,425,014 shares
voted for; 697,804 shares voted against; and 307,085 shares abstained from
voting.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------- ---------------------------------------------------------------------
Common stock prices and dividends are on page 70 of the Company's 1997 Annual
Report to Shareholders. The number of common shareholders at December 31, 1997,
was 13,550. The discussions of the limitations and restrictions on the payment
of dividends on common stock are included in Note J appearing beginning on page
49 and Note U on page 63 of the Company's 1997 Annual Report to Shareholders.
All of these sections are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------
Sales from continuing operations, income from continuing operations, total
assets, non-current long-term debt and capital lease obligations, mandatorily
redeemable preferred securities of Trust, redeemable preferred stock, income
from continuing operations per share of common stock, and dividends declared per
share of common stock as of and for each of the years in the five-year period
ended December 31, 1997, on page 71 of the Company's 1997 Annual Report to
Shareholders, are incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------- ---------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Management's Discussion and Analysis on pages 20-33 of the Company's 1997 Annual
Report to Shareholders, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------
The Consolidated Financial Statements and the related notes thereto, together
with the report thereon of Ernst & Young LLP dated February 16, 1998, and
supplementary data, appearing on pages 69-71 of the Company's 1997 Annual Report
to Shareholders, are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
-13-
14
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------
Biographical information concerning the Company's Directors appearing under the
caption "Election of Directors" in the Company's proxy statement dated March 13,
1998 is incorporated herein by reference. Biographical information concerning
the Company's Executive Officers is as follows:
David L. Burner, Age 58, 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 49, Executive Vice President and President and Chief
- ----------------------------------------------------------------------------
Operating Officer, BFGoodrich Aerospace
- ---------------------------------------
Mr. Larsen joined the Company in 1977 as an Operations Analyst. He served in
various management positions until 1986 when he became Assistant to the
President of the Company. He later served as General Manager of several
divisions of BFGoodrich Aerospace. In 1994, Mr. Larsen was elected a Vice
President of the Company and named Group Vice President, Safety Systems,
BFGoodrich Aerospace. In December 1995 he was elected Executive Vice President
of the Company and named President and Chief Operating Officer of BFGoodrich
Aerospace. Mr. Larsen has a B.S. in engineering from the U.S. Military Academy
and an M.S. in industrial administration from the Krannert Graduate School of
Management at Purdue University.
Terrence G. Linnert, Age 51, Senior Vice President and General Counsel
- ----------------------------------------------------------------------
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 legal, 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
-14-
15
managing the legal, finance, human resources, regulatory and governmental
affairs, auditing and corporate secretary functions. Mr. Linnert received a
bachelor of science degree 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.
David B. Price, Jr., Age 52, Executive Vice President and President and Chief
- -----------------------------------------------------------------------------
Operating Officer, BFGoodrich Specialty Chemicals
- -------------------------------------------------
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. His association with
Monsanto spanned 25 years. Mr. Price has a B.S. in civil engineering from the
University of Missouri and an M.B.A. from Harvard University.
D. Lee Tobler, Age 64, Executive Vice President and Chief Financial Officer
- ---------------------------------------------------------------------------
Mr. Tobler joined the Company in January 1985 as Executive Vice President and
Chief Financial Officer and was elected a Director in April 1988. Prior to
coming with the Company, Mr. Tobler had been Group Vice President and Chief
Administrative and Financial Officer of Zapata Corporation from 1981 to 1984.
Mr. Tobler has a B.A. from Brigham Young University and an M.B.A. from
Northwestern University.
Nicholas J. Calise, Age 56, Vice President, Associate General Counsel and
- -------------------------------------------------------------------------
Secretary
- ---------
Mr. Calise joined the Company in October 1984 as Secretary and was also
appointed Staff Vice President and Assistant General Counsel. In January 1989 he
was elected Vice President and Associate General Counsel. Prior to joining
BFGoodrich, he was with the Richardson-Vicks Inc. Home Care Products Division,
Memphis, Tennessee, where he was Division Counsel, Director - Planning and
Business Development and Marketing Director. Mr. Calise has an A.B. from
Middlebury College and an M.B.A. and LL.B. from Columbia University.
Robert H. Rau, Age 61, President, BFGoodrich Aerostructures Group
- -----------------------------------------------------------------
Mr. Rau received a B.A. in Business Administration from Whittier College. Prior
to the Company's merger with Rohr, Inc. in December 1997, Mr. Rau was President
and Chief Executive Officer of Rohr, Inc. from 1993-1997. Before joining Rohr,
he was an Executive Vice President of Parker Hannifin Corporation and, for the
ten years prior to 1993, had served as President of the Parker Bertea Aerospace
segment of Parker Hannifin. He joined Parker Hannifin in 1969 and held positions
in finance, program management and general management. Mr. Rau has extensive
experience in the aerospace industry. Mr. Rau is a member of the Board of
Directors of Primtex Technologies, Inc. In addition, Mr. Rau is a member of the
Board of Governors of the Aerospace Industries Association, a past Chairman of
the General Aviation Manufacturers Association and a member of the Board of
Trustees of Whittier College.
-15-
16
Steven G. Rolls, Age 43, Vice President and Controller
- ------------------------------------------------------
Mr. Rolls joined the Company in September 1981 as a Financial Analyst. He
subsequently served in various capacities in the Treasury department, becoming
an Assistant Treasurer in 1985. In 1987 he joined BFGoodrich Canada as Vice
President, Finance and Treasurer. In 1989 he was appointed Vice President -
Finance for the Aerospace business. Mr. Rolls was elected Vice President and
Controller in 1993. He has a B.S. in business administration from Miami
University and an M.B.A. from Ohio State University.
George K. Sherwood, Age 59, Vice President - Tax Administration
- ---------------------------------------------------------------
Mr. Sherwood joined the Company in July 1985 as Staff Vice President - Taxes and
was elected Vice President - Tax Administration in April 1986. Prior to joining
BFGoodrich, Mr. Sherwood was Vice President - Tax Administration for Zapata
Corporation. Mr. Sherwood has a B.S. in business administration from Kansas
State College and an M.B.A. in management from The University of Tulsa.
Les C. Vinney, Age 49, Vice President and Treasurer
- ---------------------------------------------------
Mr. Vinney joined the Company in 1991 as Vice President of Finance and Chief
Financial Officer, Specialty Polymers and Chemicals Division. In 1993, he was
named Senior Vice President, Finance and Administration, BFGoodrich Specialty
Chemicals. In 1994, he was named Group Vice President, Sealants, Coatings and
Adhesives Group, and President, Tremco Incorporated, and elected a Vice
President of the Company. In January 1997, Mr. Vinney was elected Vice President
and Treasurer of the Company. Prior to joining the Company, he was with
Engelhard Corporation in a number of senior operating and financial management
positions, including Group Vice President of the Engineered Materials Division.
He also held various management positions with Exxon Corporation. Mr. Vinney has
a B.A. in economics and political science and an M.B.A. from Cornell University.
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
Information concerning executive compensation appearing under the captions
"Compensation Committee Report" and "Compensation of Directors" in the Company's
proxy statement dated March 13, 1998, 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 13, 1998, is
incorporated herein by reference.
-16-
17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
- -------- ------------------------------------------------------
FORM 8-K
- --------
(a) (1) and (2) - The response to this portion of Item 14 is
submitted as a separate section of this Form 10-K on page F-1.
(3) - Listing of Exhibits: A listing of exhibits is on pages II-1
to II-3 of this Form 10-K.
(b) Reports on Form 8-K filed in the fourth quarter of 1997:
Filed October 16, 1997, regarding restatement of financial
statements in order to present the chlor-alkali & olefins
business (divested on August 15, 1997) as a discontinued
operation.
Filed October 27, 1997, regarding certain pro forma information
and plan of disposition pertaining to the sale of the
chlor-alkali and olefins business.
-17-
18
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 16, 1998.
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 16, 1998 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
- ------------------------------------
(David L. Burner)
Chairman and Chief Executive Officer
and Director
(Principal Executive Officer)
/S/D. LEE TOBLER
- ------------------------------------
(D. Lee Tobler)
Executive Vice President and
Chief Financial Officer and Director
(Principal Financial Officer)
/S/STEVEN G. ROLLS
- ------------------------------------
(Steven G. Rolls)
Vice President and Controller
(Principal Accounting Officer)
/S/JEANETTE GRASSELLI BROWN
- ------------------------------------
(Jeanette Grasselli Brown)
Director
/S/DIANE C. CREEL
- ------------------------------------
(Diane C. Creel)
Director
/S/GEORGE A. DAVIDSON, JR.
- ------------------------------------
(George A. Davidson, Jr.)
Director
- ------------------------------------
(Richard K. Davidson)
Director
- ------------------------------------
(James J. Glasser)
Director
/S/JODIE K. GLORE
- ------------------------------------
(Jodie K. Glore)
Director
/S/DOUGLAS E. OLESEN
- ------------------------------------
(Douglas E. Olesen)
Director
/S/RICHARD DE J. OSBORNE
- ------------------------------------
(Richard de J. Osborne)
Director
/S/JOSEPH A. PICHLER
- ------------------------------------
(Joseph A. Pichler)
Director
/S/ALFRED M. RANKIN, JR.
- ------------------------------------
(Alfred M. Rankin, Jr.)
Director
/S/ROBERT H. RAU
- ------------------------------------
(Robert H. Rau)
Director
/S/IAN M. ROSS
- ------------------------------------
(Ian M. Ross)
Director
/S/JAMES R. WILSON
- ------------------------------------
(James R. Wilson)
Director
/S/A. THOMAS YOUNG
- ------------------------------------
(A. Thomas Young)
Director
-18-
19
THE B.F.GOODRICH COMPANY
INDEX TO FINANCIAL INFORMATION
Item 14(a)(1)-(2)
Reference
------------
1997
Annual
Report to
Shareholders
(page)
------------
Data incorporated by reference from the 1997 Annual Report to Shareholders of
The BFGoodrich Company:
Report of Independent Auditors 35
Consolidated Statement of Income for the years ended
December 31, 1997, 1996 and 1995 36
Consolidated Balance Sheet at December 31, 1997 and 1996 37
Consolidated Statement of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 38
Consolidated Statement of Shareholders' Equity for the years
ended December 31, 1997, 1996 and 1995 39
Notes to Consolidated Financial Statements 40-68
Quarterly Financial Data (Unaudited) 69-70
Schedules have been omitted since the required information is not present, or
not present in amounts sufficient to require submission of the schedule, or
because the information is included in the above listed financial statements or
notes thereto.
F-1
20
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
3(A) The Company's Restated Certificate of Incorporation, as
amended through August 5, 1988. This exhibit was filed with
the same designation as an exhibit to the Company's Form
10-Q for the quarter ended September 30, 1988, and is
incorporated herein by reference.
3(B) The Company's By-Laws, as amended, through February 18,
1991. This exhibit was filed with the same designation as
an exhibit to the Company's Form 10-K Annual Report for the
year ended December 31, 1990, and is incorporated herein by
reference.
4 Information relating to the Company's long-term debt is set
forth in Note J "Financing Arrangements" on pages 49 and 50
of the Company's 1997 Annual Report to Shareholders, and is
incorporated herein by reference. Instruments defining the
rights of holders of such long-term debt are not filed
herewith since no single debt item exceeds 10% of
consolidated assets. Copies of such instruments will be
furnished to the Commission upon request.
10(A) Stock Option Plan. This exhibit was filed with the same
designation as an exhibit to the Company's Form 10-Q for
the quarter ended June 30, 1997, and is incorporated herein
by reference.
10(B)(4) Form of Disability Income Agreement. This exhibit was filed
with the same designation as an exhibit to the Company's
Form 10-K Annual Report for the year ended December 31,
1988, and is incorporated herein by reference.
10(B)(5) Form of Supplemental Executive Retirement Plan Agreement.
This exhibit was filed with the same designation as an
exhibit to the Company's Form 10-K Annual Report for the
year ended December 31, 1989 and is incorporated herein by
reference.
10(C) Performance Share Plan. This exhibit was filed with the
same designation as an exhibit to the Company's Form 10-K
Annual Report for the year ended December 31, 1991, and is
incorporated herein by reference.
10(E) Management Incentive Program. This exhibit was filed with
the same designation as an exhibit to the Company's Form
10-Q for the quarter ended September 30, 1989, and is
incorporated herein by reference.
II-1
21
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
10(F) Form of Management Continuity Agreement entered into by The
B.F.Goodrich Company and certain of its employees. This
exhibit was filed with the same designation as an exhibit
to the Company's Form 10-K Annual Report for the year ended
December 31, 1992, and is incorporated herein by reference.
10(G) Senior Executive Management Incentive Plan. This exhibit
was filed as Appendix B to the Company's 1995 Proxy
Statement dated March 2, 1995 and is incorporated herein by
reference.
10(H) 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 which was filed as
Exhibit 1 to Form 8-A filed June 19, 1997 is incorporated
herein by reference.
10(I) Employee Protection Plan. This exhibit was filed with the
same designation as an exhibit to the Company's Form 10-Q
for the quarter ended June 30, 1997, and is incorporated
herein by reference.
10(J)(1) Benefit Restoration Plan. This exhibit was filed as Exhibit
10(J) to the Company's Form 10-K Annual Report for the year
ended December 31, 1992, and is incorporated herein by
reference.
10(J)(2) The B.F.Goodrich Company Savings Benefit Restoration Plan
was filed as Exhibit 4(b) to the Company's Registration
Statement No. 333-19697 on Form S-8 and is incorporated
herein by reference.
10(K) Long-Term Incentive Plan and form of award. This exhibit
was filed as Exhibit 10(K) to the Company's Form 10-K
Annual Report for the year ended December 31, 1995, and is
incorporated herein by reference.
10(L) Amended and Restated Assumption of Liabilities and
Indemnification Agreement between the Company and The Geon
Company, which was filed as exhibit 10.3 to Registration
Statement No. 33-70998 on Form S-1 of The Geon Company, is
incorporated herein by reference.
10(M) Outside Directors' Phantom Share Plan.
II-2
22
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
10(N) Directors Deferred Compensation Plan
10(O) Rohr, Inc. Supplemental Retirement Plan (Restated 1997)
which was filed as an exhibit to Rohr, Inc.'s Form 10-Q for
the quarterly period ended May 4, 1997, is incorporated
herein by reference.
10(P) Rohr, Inc. 1991 Stock Compensation for Non-Employee
Directors which was filed as an exhibit to Rohr, Inc.'s
Form 10-K for fiscal year ended July 31, 1992, is
incorporated herein by reference.
10(Q) Rohr Industries, Inc., Management Incentive Plan (Restated
1982), as amended through the Fifteenth Amendment, as set
forth in Rohr, Inc.'s Form 10-K for fiscal year ended July
31, 1994, is incorporated herein by reference.
10(R) Sixteenth Amendment to Rohr, Inc. Management Incentive Plan
(Restated 1982), dated June 7, 1996, which was filed as an
exhibit to Rohr, Inc.'s Form 10-K for the fiscal year ended
July 31, 1996, is incorporated herein by reference.
10(S) Seventeenth Amendment to Rohr Industries, Inc. Management
Incentive Plan (Restated 1982), dated September 13, 1996,
which was filed as an exhibit to Rohr, Inc.'s Form 10-K for
the fiscal year ended July 31, 1996, is incorporated herein
by reference.
10(T) Employment Agreement with Robert H. Rau, which was filed as
an exhibit to Rohr, Inc.'s Form 10-Q for the period ended
May 2, 1993, is incorporated herein by reference.
10(U) First Amendment to Employment Agreement with Robert H. Rau,
which was filed as an exhibit to Rohr, Inc.'s Form 10-K for
fiscal year ended July 31, 1996, is incorporated herein by
reference.
10(V) Rohr, Inc. 1989 Stock Option Plan filed as exhibit 10.18 to
the Rohr Industries, Inc. Form 10-K for the fiscal year
ended July 31, 1990, is incorporated herein by reference.
10(W) Rohr, Inc. 1995 Stock Incentive Plan filed as exhibit 4.1
to Rohr, Inc. Registration Statement No. 33-65447 filed on
December 28, 1995, is incorporated herein by reference.
II-3
23
Item 14 (a)(3) Index to Exhibits
Table II
Exhibit No.
- -----------
10(X) Employment Agreement with Robert H. Rau.
13 Annual Report to Shareholders. The Company's 1997 Annual
Report to Shareholders (only those portions incorporated by
reference in the Form 10-K).
21 Subsidiaries
23(a) Consent of Independent Auditors - Ernst & Young LLP
23(b) Consent of Independent Auditors - Deloitte & Touche LLP
27 Financial Data Schedule
99 Independent Auditors Report
The Company will supply copies of the foregoing exhibits to any shareholder upon
receipt of a written request addressed to the Secretary of The B.F.Goodrich
Company, 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368, and the payment
of $.50 per page (except for the Annual Report to Shareholders which is
complimentary) to help defray the costs of handling, copying and postage.
II-4