11-K 1 g70207ae11-k.txt GOODRICH CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street N.W. Washington, D.C. 20549-1004 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________ to _____________ Commission file number 1-892 ----- A. Full title and the address of the plan, if different from that of the issuer named below: THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Goodrich Corporation Four Coliseum Centre 2730 West Tyvola Road Charlotte, NC 28217-4578 2 REQUIRED INFORMATION 1. Audited Financial Statements for the Plan. The Report of Independent Auditors; Statements of Assets Available for Benefits as of December 30, 2000 and 1999; and Statement of Changes in Assets Available for Benefits for the year ended December 30, 2000. 2. Exhibit 23 Consent of Independent Auditors - Ernst & Young LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, The B.F.Goodrich Company Benefit Design and Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE B.F.GOODRICH COMPANY BENEFIT DESIGN AND ADMINISTRATION COMMITTEE. June 27, 2001 /S/ Kevin P. Heslin ----------------------------------------- Kevin P. Heslin Chairman of The B.F.Goodrich Company Benefit Design and Administration Committee. 3 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE The Pretax Savings Plan for the Salaried Employees of Rohr, Inc., December 30, 2000 and 1999 and year ended December 30, 2000 with Report of Independent Auditors 4 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Audited Financial Statements and Supplemental Schedule December 30, 2000 and 1999 and year ended December 30, 2000 CONTENTS Report of Independent Auditors.......................................... 1 AUDITED FINANCIAL STATEMENTS Statements of Assets Available for Benefits............................. 2 Statement of Changes in Assets Available for Benefits................... 3 Notes to Financial Statements........................................... 4 SUPPLEMENTAL SCHEDULE Schedule of Assets (Held at End of Year)................................ 10 5 Report of Independent Auditors The BFGoodrich Company Benefit Design and Administration Committee We have audited the accompanying statements of assets available for benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. as of December 30, 2000 and 1999, and the related statement of changes in assets available for benefits for the year ended December 30, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 30, 2000 and 1999, and the changes in its assets available for benefits for the year ended December 30, 2000, 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 as of December 30, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP June 4, 2001 1 6 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Statements of Assets Available for Benefits DECEMBER 30 2000 1999 ----------------------------------------- ASSETS Investments, at fair value (Note 3) $ 385,784,818 $ 361,383,416 ----------------------------------------- ASSETS AVAILABLE FOR BENEFITS $ 385,784,818 $ 361,383,416 ========================================= See accompanying notes to financial statements. 2 7 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Statement of Changes in Assets Available for Benefits
YEAR ENDED DECEMBER 30, 2000 -------------------------- ADDITIONS Investment income: Net depreciation in fair value of investments (Note 3) $ (40,866,805) Interest payments on loans 633,447 Dividends and interest 32,633,162 -------------------------- (7,600,196) Contributions: Employees 19,459,363 Employer 6,022,780 -------------------------- 25,482,143 -------------------------- Total additions 17,881,947 DEDUCTIONS Withdrawals and benefit payments 32,327,352 Administrative expenses 91,285 -------------------------- Total deductions 32,418,637 -------------------------- Trust to trust transfer (Note 1): Tolo, Inc. Savings Retirement Plan 2,219,068 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements 36,719,024 -------------------------- Net increase 24,401,402 Assets available for benefits at beginning of year 361,383,416 -------------------------- ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 385,784,818 ==========================
See accompanying notes to financial statements. 3 8 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements December 30, 2000 1. DESCRIPTION OF THE PLAN The following description of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution 401(k) plan, first made effective January 1, 1966, and restated, as of December 1, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The purposes of the Plan are to provide eligible employees with the opportunity to accumulate personal savings on a pretax and post-tax basis with the assistance of B.F.Goodrich Aerospace, Aerostructures and Aviation Group, formerly Rohr, Inc., (the "Company"), which was acquired by The B.F.Goodrich Company ("BFGoodrich") and to permit participants to direct investment of their savings among a broad spectrum of investment funds, including an employer stock fund, which shall be held for their benefit in the Plan. The plans of certain businesses of the Company were merged into the Plan as follows: o Effective May 15, 2000, the Tolo, Inc. Savings Retirement Plan was merged into the Plan, resulting in a transfer of $2,219,068 to the Plan. o Effective October 1, 2000, the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements was merged into the Plan, resulting in a transfer of $36,719,024. PARTICIPATION IN THE PLAN The Plan generally covers all salaried employees and those employees covered by a collective bargaining agreement expressly providing for their participation. Such employees are eligible to participate as of their date of hire. 4 9 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements--Continued 1. DESCRIPTION OF THE PLAN--CONTINUED CONTRIBUTIONS Participants may make pretax or post-tax contributions up to 17% of their qualified gross pay, as defined in the Plan document. Contributions by highly-compensated employees are limited to 11% of their qualified gross pay, as defined in the Plan document. Maximum employee contributions (which are limited by Internal Revenue Service regulations) were $10,000 for 2000 and 1999, respectively. The Company contributes to each participating employee's account an amount equal to 75% of the first 4% of pretax employee contributions. 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. 5 10 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements--Continued 1. DESCRIPTION OF THE PLAN--CONTINUED 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 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 6.22% and 5.19% at December 30, 2000 and 1999, respectively. Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon federal long-term rates of 6.40% and 5.94% at December 30, 2000 and 1999, respectively. Under either type of loan, employees may borrow up to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum an employee may borrow is $500. In general, employee loans are payable in equal bi-weekly installments through payroll deductions and are secured by the participant's interest in the Plan. PLAN TERMINATION The Company expects the Plan to be permanent and to continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, the Company must necessarily and does hereby reserve the right in its sole discretion to amend, modify or terminate the Plan at any time. Upon termination of the Plan, the entire amount of each participant's account (including that portion of the account attributable to the Company's contributions which would not otherwise be vested) shall become fully vested and nonforfeitable. 6 11 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements--Continued 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. INVESTMENT VALUATION Plan investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year end. The Employer Stock Fund is a unitized fund comprised of common stock of BFGoodrich and short-term cash investments. The unit value of the fund is derived from the market value of the common stock and the short-term cash investments. Participant loans are valued at their outstanding balance which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 7 12 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements--Continued 3. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's assets.
DECEMBER 30 DECEMBER 30 2000 1999 ------------------------------------- Fidelity Growth and Income Portfolio, 2,245,995 and 1,920,035 shares, respectively $94,556,372 $90,356,823 Fidelity Magellan Fund, 478,468 and 484,485 shares, respectively 57,081,294 65,923,923 Fidelity Asset Manager Fund, 1,514,929 and 1,412,151 shares, respectively 25,481,112 25,898,846 Fidelity Short-Term Bond Portfolio, 2,568,160 and 2,190,877 shares, respectively 22,137,541 18,644,362 Fidelity Disciplined Equity Fund, 776,732 and 808,909 shares, respectively 20,055,219 24,509,956 Fidelity Asset Manager Growth Fund, 989,752 and 960,165 shares, respectively 15,746,948 18,780,822 Fidelity Retirement Money Market Portfolio, 37,219,930 and 30,065,104 shares, respectively 37,219,930 30,065,104 Fidelity Retirement Growth Fund, 896,525 and 184,456 shares, respectively 19,732,527 4,733,150
During 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $40,866,805 as follows: Mutual Funds $ (45,787,174) Employer Stock Fund 4,920,369 ---------------------- $ (40,866,805) ====================== 8 13 The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Notes to Financial Statements--Continued 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated August 8, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 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. 9 14 Supplemental Schedule 15 Pretax Savings Plan for the Salaried Employees of Rohr, Inc. EIN 95-1607455 Plan-003 Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 30, 2000
Identity of Issue, Description of Investment, Borrower, Lessor, Including Maturity Date, Rate Current or Similar Party of Interest, Par or Maturity Value Value ----------------------------------------------------------------------------------------------------- Fidelity Growth and Income Portfolio* 2,245,995 shares $ 94,556,372 Fidelity Magellan Fund* 478,468 shares 57,081,294 Fidelity Asset Manager Fund* 1,514,929 shares 25,481,112 Fidelity Short-Term Bond Portfolio* 2,568,160 shares 22,137,541 Fidelity Disciplined Equity Fund* 776,732 shares 20,055,219 Fidelity Asset Manager Growth Fund* 989,752 shares 15,746,948 Fidelity Retirement Money Market Portfolio* 37,219,930 shares 37,219,930 Fidelity Overseas Fund* 157,764 shares 5,422,339 Fidelity Asset Manager Income Fund* 419,145 shares 4,916,573 Fidelity Puritan Fund* 82,346 shares 1,550,578 Fidelity Contrafund* 138,332 shares 6,801,774 Fidelity Retirement Growth Fund* 896,525 shares 19,732,527 Fidelity Blue Chip Fund* 184,717 shares 9,518,452 Fidelity Equity Income II Fund* 65,517 shares 1,563,245 Fidelity Spartan U.S. Equity Index Fund* 108,417 shares 5,075,025 Janus Overseas Fund 496,794 shares 13,184,924 Janus Worldwide Fund 272,581 shares 15,498,969 N&B Guardian Trust Fund 35,906 shares 420,461 Founders Growth Fund 172,987 shares 2,427,013 Employer Stock Fund* 573,719 units 15,834,651 ----------------- 374,224,947 Loans to participants* Loans bearing interest with rates between 6.2% and 5.2% 11,559,871 ----------------- TOTAL $ 385,784,818 =================
* Indicates party-in-interest to the Plan. 10 16 Note: Cost information has not been included above because all investments are participant directed. 11