GOODRICH CORPORATION
 

 
 

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street N.W.

Washington, D.C. 20549-1004

FORM 11-K

         
(Mark One)
 
  þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
 
       
For the fiscal year ended December 31, 2004
 
       
 
      OR
 
       
 
  o   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:

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
 
    Including:
 
    The Report of Independent Registered Public Accounting Firm; Statements of Assets Available for Benefits as of December 31, 2004 and 2003 and Statement of Changes in Assets Available for Benefits for the year ended December 31, 2004.
 
2.   Exhibit 23
 
    Consent of Independent Registered Public Accounting Firm – 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    
 
       
June 28, 2005
  /s/ Kevin P. Heslin    
 
       
 
  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 31, 2004 and 2003, and year ended December 31, 2004
with Report of Independent Registered Public Accounting Firm

 


 

Goodrich Corporation Savings Plan for Rohr Employees

Audited Financial Statements and Supplemental Schedule

December 31, 2004 and 2003 and
year ended December 31, 2004

Contents

         
Report of Independent Registered Public Accounting Firm
    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)
    8  

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Goodrich Corporation
Benefit Design and Administration Committee

We have audited the accompanying statements of assets available for benefits of Goodrich Corporation Savings Plan for Rohr Employees as of December 31, 2004 and 2003, and the related statements of changes in assets available for benefits for the year ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 plan benefits of the Plan at December 31, 2004 and 2003, and the changes in its assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

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 31, 2004, 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 14, 2005

1


 

Goodrich Corporation Savings Plan for Rohr Employees

Statements of Assets Available for Benefits

                 
    December 31  
    2004     2003  
     
Assets
               
Investments, at fair value (Note 3)
  $ 64,835,927     $ 59,740,468  
 
               
Contributions receivable:
               
Employer
    63,039       ¾  
 
           
 
               
Assets available for benefits
  $ 64,898,966     $ 59,740,468  
             

See accompanying notes to financial statements.

2


 

Goodrich Corporation Savings Plan for Rohr Employees

Statement of Changes in Assets Available for Benefits

Year ended December 31, 2004

         
Additions
       
Investment income:
       
Interest
  $ 94,838  
Dividends
    1,109,403  
Net realized and unrealized appreciation in aggregate fair value of investments (Note 3)
    3,254,226  
 
     
 
    4,458,467  
 
       
Contributions from:
       
Participants
    5,205,500  
Goodrich Corporation
    1,786,259  
 
     
 
       
 
    6,991,759  
 
     
 
       
Total additions
    11,450,226  
 
       
Deductions
       
Withdrawals, terminations and benefit payments
    5,690,078  
Administrative expenses
    22,736  
 
     
 
       
Total deductions
    5,712,814  
 
       
Trust to trust transfers, net (Note 1):
       
Goodrich Corporation Employees Savings Plan
    (578,914 )
 
     
 
       
Net increase
    5,158,498  
 
       
 
     
Assets available for benefits at beginning of period
    59,740,468  
 
     
 
       
Assets available for benefits at end of period
  $ 64,898,966  
 
     

See accompanying notes to financial statements.

3


 

Goodrich Corporation Savings Plan for Rohr Employees

Notes to Financial Statements

December 31, 2004 and 2003 and year ended December 31, 2004

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, 2001. 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.

During 2004, trust to trust transfers of assets out of the Plan totaled $578,914 in assets to the Goodrich Corporation Employees Savings Plan.

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 after-tax contributions up to 17% of their qualified gross pay, as defined in the Plan document. Maximum pre-tax employee contributions (which are limited by Internal Revenue Service regulations) were $13,000 for 2004. Goodrich 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 Goodrich’s contributions for each year in which they work at least 1,000 hours.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and Goodrich’s contributions. The accounts are further adjusted for allocations of the Plan’s investment income or losses and administrative expenses. Participants age 50 or older as well as participants who have returned from active military service can also contribute pre-tax “catch-up” contributions to the Plan.

4


 

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 Goodrich’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 Goodrich 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 Goodrich. If the Plan is terminated, any forfeited amounts not yet applied against Goodrich 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 5 years and provide fixed interest rates based upon the federal short-term rate, which ranged from 2.24% to 2.80% during 2004. Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon the federal long-term rate, which ranged from 5.21% to 5.55% during 2004. 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 Goodrich’s contributions which would not otherwise be vested) shall become fully vested and nonforfeitable.

5


 

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 the end of the year. 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 31  
    2004   2003  
       
Fidelity Growth and Income Portfolio, 471,747 and 477,737 shares, respectively
  $ 18,025,440     $ 17,021,774  
Fidelity Magellan Fund, 59,947 and 56,413 shares, respectively
    6,221,913       5,513,794  
Fidelity Short-Term Bond Portfolio, 863,634 and 920,538 shares, respectively
    7,755,432       8,321,660  
Fidelity Retirement Money Market Portfolio, 6,848,005 and 6,752,067 shares, respectively
    6,848,005       6,752,067  

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,254,226 as follows:

         
Mutual Funds
  $ 3,010,031  
Employer Stock Fund
    244,195  
 
     
 
  $ 3,254,226  
 
     

The Plan’s investment funds include the EnPro Stock Fund, which holds shares of EnPro Industries, Inc. common stock that were received in May 2002 in connection with the spin-off of Goodrich’s Engineered Industrial Products segment. At the time of the spin-off, the Plan advised participants that the EnPro Stock Fund would no longer exist as an investment option in the Plan effective January 1, 2005. Shares of EnPro common stock held in the EnPro Stock Fund at January 1, 2005 were liquidated and the final balance invested in another investment option as determined by Goodrich.

6


 

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

Goodrich 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.

6. Number of Participants (unaudited)

At December 31, 2004, there were approximately 1,200 participants with account balances in the Plan.

7


 

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 31, 2004

                 
    Description of Investment,      
Identity of Issue,   Including Maturity Date, Rate      
Borrower, Lessor,   of Interest, Par or Maturity   Current  
or Similar Party   Value   Value  
Fidelity Growth and Income Portfolio*
  471,747   shares   $ 18,025,440  
Fidelity Magellan Fund*
  59,947   shares     6,221,913  
Fidelity Asset Manager Fund*
  113,324   shares     1,836,988  
Fidelity Short-Term Bond Portfolio*
  863,634   shares     7,755,432  
Fidelity Disciplined Equity Fund*
  27,807   shares     703,240  
Fidelity Asset Manager Growth Fund*
  107,542   shares     1,593,775  
Fidelity Retirement Money Market Portfolio*
  6,848,005   shares     6,848,005  
Fidelity Overseas Fund*
  14,825   shares     524,525  
Fidelity Asset Manager Income Fund*
  37,673   shares     477,316  
Fidelity Puritan Fund*
  57,532   shares     1,090,231  
Fidelity Contrafund*
  33,200   shares     1,883,795  
Fidelity Independence Fund*
  144,335   shares     2,573,485  
Fidelity Blue Chip Fund*
  54,753   shares     2,283,763  
Fidelity Equity Income II Fund*
  26,327   shares     632,113  
Fidelity Spartan U.S. Equity Index Fund*
  28,932   shares     1,240,012  
Janus Overseas Fund
  84,128   shares     2,040,941  
Janus Worldwide Fund
  59,572   shares     2,466,897  
N&B Guardian Trust Fund
  9,581   shares     125,029  
Founders Growth Fund
  61,798   shares     653,819  
EnPro Stock Fund*
  7,903   units     174,814  
Employer Stock Fund*
  151,372   units     2,925,080  
 
             
 
            62,076,613  
 
               
Loans to participants*
  Loans bear interest at fixed rates based on when the loan originated.     2,759,314  
 
             
Total
          $ 64,835,927  
 
             
 
*   Indicates party-in-interest to the Plan.

Note: Cost information has not been included above because all investments are participant directed.

8


 

EXHIBIT INDEX

23   Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP

9