SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) | |
| For the fiscal year ended December 30, 2002 | ||
| OR | ||
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) | |
For the transition period from ___________ to _____________
Commission file number 1-892
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
GOODRICH CORPORATION SAVINGS PLAN FOR ROHR EMPLOYEES
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
| Goodrich Corporation Four Coliseum Centre 2730 West Tyvola Road Charlotte, NC 28217-4578 |
REQUIRED INFORMATION
| 1. | Audited Financial Statements for the Plan. | |
| The Report of Independent Auditors; Statements of Net Assets Available for Benefits as of December 30, 2002 and 2001; and Statement of Changes in Net Assets Available for Benefits for the year ended December 30, 2002. | ||
| 2. | Exhibit 23 Consent of Independent Auditors – Ernst & Young LLP | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Goodrich Corporation Benefit Design and Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GOODRICH CORPORATION SAVINGS PLAN FOR ROHR EMPLOYEES |
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| June 26, 2003 | /S/ Kevin P. Heslin | |
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| Kevin P. Heslin | ||
| Chairman of Goodrich Corporation | ||
| Benefit Design and Administration Committee |
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Goodrich Corporation Savings Plan for Rohr Employees,
December 30, 2002 and 2001 and year ended December 30, 2002
with Report of Independent Auditors
Goodrich Corporation Savings Plan for Rohr Employees
Audited Financial Statements and Supplemental Schedule
December 30, 2002 and 2001 and
year ended December 30, 2002
Contents
Report of Independent Auditors |
1 | |||
Audited Financial Statements |
||||
Statements of Net Assets Available for Benefits |
2 | |||
Statement of Changes in Net Assets Available for Benefits |
3 | |||
Notes to Financial Statements |
4 | |||
Supplemental Schedule |
||||
Schedule of Assets (Held at End of Year) |
9 |
Report of Independent Auditors
Goodrich Corporation
Benefit Design and Administration Committee
We have audited the accompanying statements of net assets available for benefits of Goodrich Corporation Savings Plan for Rohr Employees as of December 30, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 30, 2002. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 30, 2002 and 2001, and the changes in its net assets available for benefits for the year ended December 30, 2002, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 30, 2002, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/S/ Ernst & Young LLP
Charlotte, North Carolina
June 20, 2003
1
Goodrich Corporation Savings Plan for Rohr Employees
Statements of Net Assets Available for Benefits
| December 30, | |||||||||
| 2002 | 2001 | ||||||||
Assets |
|||||||||
Investments, at fair value (Note 3) |
$ | 47,851,693 | $ | 361,298,337 | |||||
Contribution receivables: |
|||||||||
Goodrich Corporation |
52,000 | — | |||||||
Total assets |
$ | 47,903,693 | $ | 361,298,337 | |||||
Liabilities |
|||||||||
Trust to trust transfer payable (Note 1) |
|||||||||
Goodrich Corporation Employees’ Savings Plan |
$ | — | $ | 302,411,833 | |||||
Total liabilities |
— | 302,411,833 | |||||||
Net assets available for benefits |
$ | 47,903,693 | $ | 58,886,504 | |||||
See accompanying notes to financial statements.
2
Goodrich Corporation Savings Plan for Rohr Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 30, 2002
Additions |
|||||
Investment income: |
|||||
Interest on participant loans |
$ | 69,326 | |||
Dividends and interest |
1,174,132 | ||||
| 1,243,458 | |||||
Contributions: |
|||||
Employees |
5,630,122 | ||||
Employer |
1,961,888 | ||||
| 7,592,010 | |||||
Total additions |
8,835,468 | ||||
Deductions |
|||||
Net depreciation in fair value of investments (Note 3) |
(10,647,751 | ) | |||
Withdrawals and benefit payments |
(9,153,463 | ) | |||
Administrative expenses |
(17,065 | ) | |||
Total deductions |
(19,818,279 | ) | |||
Net decrease |
(10,982,811 | ) | |||
Net assets available for benefits at beginning of year |
58,886,504 | ||||
Net assets available for benefits at end of year |
$ | 47,903,693 | |||
See accompanying notes to financial statements.
3
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements
1. Description of the Plan
The following description of Goodrich Corporation Savings Plan for Rohr Employees (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution 401(k) plan, first made effective January 1, 1966, and restated, as of December 1, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The purposes of the Plan are to provide eligible employees with the opportunity to accumulate personal savings on a pretax and post-tax basis with the assistance of Rohr, Inc. (the “Company”), which was acquired by Goodrich Corporation (“Goodrich”), formerly The B.F. Goodrich Company, and to permit participants to direct investment of their savings among a broad spectrum of investment funds, including a Goodrich stock fund, which shall be held for their benefit in the Plan.
Effective December 30, 2001, the Plan assets of all non-union employees were merged into the Goodrich Corporation Employees’ Savings Plan, resulting in a transfer of $302,411,833.
Participation in the Plan
The Plan generally covers employees covered by a collective bargaining agreement expressly providing for their participation. Such employees are eligible to participate as of their date of hire.
Contributions
Participants may make pretax or post-tax contributions up to 17% of their qualified gross pay, as defined in the Plan document. Contributions by highly-compensated employees are limited to 11% of their qualified gross pay, as defined in the Plan document. Maximum employee contributions (which are limited by Internal Revenue Service regulations) were $11,000 and $10,500 for 2002 and 2001, respectively. The Company contributes to each participating employee’s account an amount equal to 75% of the first 4% of pretax employee contributions.
4
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting Provisions
Participants vest 20% in the Company’s contributions for each year in which they work 1,000 hours.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and the Company’s contributions. The accounts are further adjusted for allocations of the Plan’s investment income or losses and administrative expenses.
Withdrawals
Under the Plan, a participating employee or his or her legal successors will be entitled to a cash distribution of the vested value of the investments held in his or her account upon retirement, death, entry into the armed forces, permanent and total disability, layoffs or termination for other reasons. Participants separating from service have the option of deferring distribution of the vested value of his or her account until age 70-1/2. Participants may elect to have Employer Stock Fund distributions paid in shares, with residual amounts (fractional shares) paid in cash. Distributions are paid in cash unless stock is requested.
A participant may make an in-service withdrawal, not more than once each Plan year, of an amount equal to all or a portion of the value of the investments held in the participant’s account attributable to the participant’s post-tax and rollover contributions, and the value of the investments attributable to that portion of the Company’s contributions that has become vested.
A participant may make an in-service withdrawal of his or her pretax contributions upon incurring a financial hardship, subject to certain conditions as set forth in the Plan.
Forfeiture of Interest
Upon a participant’s separation from service, the portion of investments attributable to contributions made by the Company which have not vested shall remain in such accounts. Such nonvested amounts shall be forfeited on the date which is 60 consecutive months after separation
5
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
from service or cash-out. If the participant is rehired before such forfeiture, the nonvested portion shall remain in the participant’s account.
All amounts forfeited under the Plan will remain in the Plan and be used to reduce future contributions to the Plan by the Company. If the Plan is terminated, any forfeited amounts not yet applied against Company contributions will accrue ratably to the remaining participants in the Plan at the date of termination.
Participant Loans
Participant loans consist of general purpose and principal residence loans. General purpose loans have terms ranging from 1 to 4 1/2 years and provide fixed interest rates based upon federal short-term rates of 4.25% and 4.00% at December 30, 2002 and 2001, respectively. Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon federal long-term rates of 4.25% and 5.67% at December 30, 2002 and 2001, respectively. Under either type of loan, employees may borrow up to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum an employee may borrow is $500. In general, employee loans are payable in equal bi-weekly installments through payroll deductions and are secured by the participant’s interest in the Plan.
Plan Termination
The Company expects the Plan to be permanent and to continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, the Company reserves the right in its sole discretion to amend, modify or terminate the Plan at any time. Upon termination of the Plan, the entire amount of each participant’s account (including that portion of the account attributable to the Company’s contributions which would not otherwise be vested) shall become fully vested and nonforfeitable.
2. Summary of Accounting Policies
Basis of Accounting
The Plan’s financial statements are prepared on the accrual basis of accounting.
6
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Investment Valuation
Plan investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year end. The Employer Stock Fund is a unitized fund comprised of common stock of Goodrich and short-term cash investments. The unit value of the fund is derived from the market value of the common stock and the short-term cash investments. Participant loans are valued at their outstanding balance, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
The following presents investments that represent 5 percent or more of the Plan’s assets.
| December 30, | December 30, | |||||||
| 2002 | 2001 | |||||||
Fidelity Growth and Income
Portfolio, 488,856 and 2,202,018
shares, respectively |
$ | 14,822,108 | $ | 83,038,104 | ||||
Fidelity Magellan Fund, 50,072 and
502,844 shares, respectively |
3,946,648 | 52,984,679 | ||||||
Fidelity Asset Manager Fund, 90,926
and 1,438,981 shares, respectively |
1,252,955 | 22,390,544 | ||||||
Fidelity Short-Term Bond Portfolio,
966,024 and 3,305,667 shares,
respectively |
8,684,553 | 29,023,760 | ||||||
Fidelity Retirement Money Market
Portfolio, 6,795,561 and 40,338,402
shares, respectively |
6,795,561 | 40,338,402 | ||||||
7
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements (continued)
3. Investments (continued)
During 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $10,647,751 as follows:
Mutual Funds |
$ | (10,017,562 | ) | |
Employer Stock Fund |
(630,189 | ) | ||
| $ | (10,647,751 | ) | ||
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 1, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
5. Transactions with Parties-in-Interest
The Company pays certain legal and accounting expenses of the Plan. Other than as described above or pursuant to the Trust Agreement with Fidelity Investments, the Plan has had no agreements or transactions with any parties-in-interest.
8
Supplemental Schedule
Goodrich Corporation Savings Plan for Rohr Employees
EIN 95-1607455 Plan-003
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 30, 2002
| Identity of Issue, | Description of Investment, | |||||||
| Borrower, Lessor, | Including Maturity Date, Rate of | Current | ||||||
| or Similar Party | Interest, Par or Maturity Value | Value | ||||||
Fidelity Growth and Income Portfolio* |
488,856 shares | $ | 14,822,109 | |||||
Fidelity Magellan Fund* |
50,072 shares | 3,946,648 | ||||||
Fidelity Asset Manager Fund* |
90,926 shares | 1,252,955 | ||||||
Fidelity Short-Term Bond Portfolio* |
966,024 shares | 8,684,553 | ||||||
Fidelity Disciplined Equity Fund* |
26,203 shares | 471,657 | ||||||
Fidelity Asset Manager Growth Fund* |
95,340 shares | 1,138,365 | ||||||
Fidelity Retirement Money Market Portfolio* |
6,795,561 shares | 6,795,561 | ||||||
Fidelity Overseas Fund* |
7,651 shares | 167,556 | ||||||
Fidelity Asset Manager Income Fund* |
32,691 shares | 355,019 | ||||||
Fidelity Puritan Fund* |
36,041 shares | 568,011 | ||||||
Fidelity Contrafund* |
16,906 shares | 650,694 | ||||||
Fidelity Independence Fund* |
77,898 shares | 1,017,351 | ||||||
Fidelity Blue Chip Fund* |
36,861 shares | 1,177,329 | ||||||
Fidelity Equity Income II Fund* |
9,379 shares | 162,911 | ||||||
Fidelity Spartan U.S. Equity Index Fund* |
20,070 shares | 624,976 | ||||||
Janus Overseas Fund |
51,712 shares | 786,020 | ||||||
Janus Worldwide Fund |
46,499 shares | 1,484,264 | ||||||
N&B Guardian Trust Fund |
2,090 shares | 17,432 | ||||||
Founders Growth Fund |
34,252 shares | 255,860 | ||||||
EnPro Stock Fund* |
16,729 units | 52,363 | ||||||
Employer Stock Fund* |
103,106 units | 1,432,148 | ||||||
| 45,863,782 | ||||||||
Loans to participants* |
Loans bearing interest with rates | |||||||
| Between 4.0% and 5.67% | 1,987,911 | |||||||
Total |
$ | 47,851,693 | ||||||
• Indicates party-in-interest to the Plan.
Note: Cost information has not been included above because all investments are participant directed.
9
EXHIBIT INDEX
| 23 | Consent of Independent Auditors – Ernst & Young LLP | |
| 99.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |