Goodrich Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark
One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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 and Supplemental Schedule of the Goodrich Corporation Savings
Plan for Rohr Employees Including: |
|
|
|
|
The Report of Independent Registered Public Accounting Firm; Statements of Assets Available for
Benefits as of December 31, 2007 and 2006; and Statement of Changes in Assets Available for
Benefits for the year ended December 31, 2007. |
|
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
|
|
|
/s/ Kevin P. Heslin
|
|
|
Kevin P. Heslin |
|
June 18, 2008 |
Chairman of Goodrich Corporation
Benefit Design and Administration Committee |
|
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Goodrich Corporation Savings Plan for Rohr Employees
December 31, 2007 and 2006, and year ended December 31, 2007
with Report of Independent Registered Public Accounting Firm
Goodrich Corporation Savings Plan for Rohr Employees
Audited Financial Statements and Supplemental Schedule
December 31, 2007 and 2006 and
year ended December 31, 2007
Contents
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
Audited Financial Statements |
|
|
|
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
|
|
|
Supplemental Schedule |
|
|
|
|
|
|
|
7 |
|
Exhibit 23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 31, 2007 and 2006, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2007.
These financial statements are the responsibility of the Plans 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 Plans 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 Plans 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 net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the year ended December 31, 2007, 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, 2007, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plans 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 18, 2008
1
Goodrich Corporation Savings Plan for Rohr Employees
Statements of Net Assets Available for Benefits
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Assets |
|
|
|
|
|
|
|
|
Investments, at fair value (Note 3) |
|
$ |
89,418,725 |
|
|
$ |
80,837,771 |
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
89,418,725 |
|
|
$ |
80,837,771 |
|
|
|
|
|
|
|
|
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 31, 2007
|
|
|
|
|
Additions |
|
|
|
|
Investment income: |
|
|
|
|
Interest |
|
$ |
153,605 |
|
Dividends |
|
|
6,503,121 |
|
Net appreciation in aggregate fair value
of investments (Note 3) |
|
|
2,659,862 |
|
|
|
|
|
|
|
|
9,316,588 |
|
Contributions from: |
|
|
|
|
Participants |
|
|
5,919,055 |
|
Goodrich Corporation |
|
|
1,796,004 |
|
|
|
|
|
|
|
|
7,715,059 |
|
|
|
|
|
Total additions |
|
|
17,031,647 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Benefit payments |
|
|
8,313,647 |
|
Administrative expenses |
|
|
30,099 |
|
|
|
|
|
Total deductions |
|
|
8,343,746 |
|
|
|
|
|
|
Trust to trust transfers, net (Note 1) |
|
|
(106,947 |
) |
|
|
|
|
|
|
|
|
|
Net increase |
|
|
8,580,954 |
|
|
|
|
|
|
Net assets available for benefits at beginning of year |
|
|
80,837,771 |
|
|
|
|
|
Net assets available for benefits at end of year |
|
$ |
89,418,725 |
|
|
|
|
|
See accompanying notes to financial statements.
3
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements
December 31, 2007
|
|
|
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 Plans 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), as amended. The purposes of the Plan are to provide eligible employees with
the opportunity to accumulate personal savings on a pre-tax and after-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 2007, the fair value of trust to trust transfers of assets into the Goodrich Corporation
Employees Savings Plan totaled $106,947, which related to employees moving from Rohr union status
to salary status.
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 contributions up to 25% of their qualified gross pay, as defined in the Plan
document. Maximum pre-tax participant contributions (which are limited by Internal Revenue Service
regulations) were $15,500 for 2007. Goodrich contributes to each participating employees account
an amount equal to 75% of the first 4% of pre-tax participant contributions. Participants age 50 or
older can contribute pre-tax catch-up contributions to the Plan, subject to limitations.
Vesting Provisions
Participants vest 20% in Goodrichs contributions and earnings thereon for each year in which they
work at least 1,000 hours and are fully vested after five years.
Participant Accounts
Each participants account is credited with the participants contributions and Goodrichs
contributions. The accounts are further adjusted for allocations of the Plans investment income or
losses and administrative expenses.
Benefit Payments
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, layoff or termination for other
reasons. Participants separating from service who meet certain requirements 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 Goodrich 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 vested portion of investments held in the
participants account attributable to the participants after-tax and rollover contributions and
Goodrichs contributions subject to certain conditions set forth in the Plan document.
4
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements
December 31, 2007
A participant may make an in-service withdrawal of his or her pre-tax contributions upon incurring
a financial hardship, subject to certain conditions as set forth in the Plan document.
Forfeiture of Interest
Upon a participants 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 the earlier of the participant receiving a full
distribution of the vested portion of the account balance or 60 consecutive months after separation
from service. If the participant is rehired before such forfeiture, the nonvested portion shall
remain in the participants 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 4.73% to 4.86% during 2007. 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 4.79% to 4.80% during 2007. Under either type of loan, participants may borrow up
to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum a
participant may borrow is $500. In general, participant loans are repaid in equal bi-weekly
installments through payroll deductions and are secured by the participants 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 participants account (including that portion of the account
attributable to Goodrichs contributions which would not otherwise be vested) shall become 100%
vested and nonforfeitable.
|
|
|
2. |
|
Summary of Significant Accounting Policies |
Basis of Accounting
The Plans financial statements are prepared on the accrual basis of accounting.
Accounting Standards Not Yet Adopted
In September 2006, the Financial Accounting Standards Board issued Statement on Financial
Accounting Standards No. 157, Fair Value Measurement
(SFAS 157). This standard clarifies the
definition of fair value for financial reporting, establishes a framework for measuring fair value
and requires additional disclosures about the use of fair value measurements. SFAS 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan
management is currently evaluating the effect that the provisions of SFAS 157 will have on the
Plans financial statements.
Investment Valuation and Income Recognition
Plan investments are stated at fair value. The shares of registered investment companies are valued
at quoted market prices in an active market, which represent the net asset values of shares held by
the Plan at the end of the year. The Goodrich 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
fair value of the common stock based on quoted market prices in an active market 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.
5
Goodrich Corporation Savings Plan for Rohr Employees
Notes to Financial Statements
December 31, 2007
Use of Estimates
The preparation of financial statements in conformity with U.S. 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.
The following presents investments that represent 5 percent or more of the Plans net assets.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Fidelity Management & Research Corp Growth and Income Portfolio |
|
$ |
17,154,293 |
|
|
$ |
18,540,764 |
|
Fidelity Management & Research Corp Retirement Money Market Portfolio |
|
|
11,601,198 |
|
|
|
9,466,717 |
|
Fidelity Management & Research Corp Magellan Fund |
|
|
8,042,351 |
|
|
|
7,098,699 |
|
Goodrich Corporation Common Stock Fund |
|
|
7,333,067 |
|
|
|
4,317,340 |
|
Fidelity Management & Research Corp Short-Term Bond Portfolio |
|
|
7,220,661 |
|
|
|
8,116,108 |
|
Janus International Holding LLC Overseas Fund |
|
|
6,476,059 |
|
|
|
5,088,729 |
|
Fidelity Management & Research Corp Contrafund |
|
|
5,265,055 |
|
|
|
4,554,257 |
|
During 2007, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated in value as determined by quoted market prices by
$2,659,862 as follows:
|
|
|
|
|
Registered Investment Companies |
|
$ |
249,557 |
|
Goodrich Corporation Common Stock Fund |
|
|
2,410,305 |
|
|
|
|
|
|
|
$ |
2,659,862 |
|
|
|
|
|
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. Subsequent to this determination
by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to
operate in conformity with the Code to maintain its qualification. The Goodrich Corporation Benefit Design and Administration Committee
(the Committee) is aware of an operational failure
regarding the administration of participant loans, which, if not properly corrected, could
affect the tax-qualified status of the Plan and its related trust.
The Committee believes that the Plan is eligible to self-correct in
accordance with IRS procedures and will self-correct these failures in
a timely manner. Accordingly, the Committee believes that the Plan will retain its tax-qualified
status.
|
|
|
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 that are prohibited transactions under ERISA section
3(14).
|
|
|
6. |
|
Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
6
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, 2007
|
|
|
|
|
|
|
|
|
Description of Investment, |
|
|
|
|
Including Maturity Date, Rate of |
|
|
Identity of Issuer, Borrower, Lessor, or Similar Party |
|
Interest, Par or Maturity Value |
|
Current Value |
Fidelity Management & Research Corp
|
|
Fidelity Growth and Income Portfolio*
|
|
$ |
17,154,293 |
|
Fidelity Management & Research Corp
|
|
Fidelity Magellan Fund*
|
|
|
8,042,351 |
|
Fidelity Management & Research Corp
|
|
Fidelity Asset Manager Fund*
|
|
|
2,080,299 |
|
Fidelity Management & Research Corp
|
|
Fidelity Short-Term Bond Portfolio*
|
|
|
7,220,661 |
|
Fidelity Management & Research Corp
|
|
Fidelity Disciplined Equity Fund*
|
|
|
922,840 |
|
Fidelity Management & Research Corp
|
|
Fidelity Asset Manager Growth Fund*
|
|
|
2,097,690 |
|
Fidelity Management & Research Corp
|
|
Fidelity Retirement Money Market Portfolio*
|
|
|
11,601,198 |
|
Fidelity Management & Research Corp
|
|
Fidelity Overseas Fund*
|
|
|
1,577,377 |
|
Fidelity Management & Research Corp
|
|
Fidelity Asset Manager Income Fund*
|
|
|
547,291 |
|
Fidelity Management & Research Corp
|
|
Fidelity Puritan Fund*
|
|
|
1,450,422 |
|
Fidelity Management & Research Corp
|
|
Fidelity Contrafund*
|
|
|
5,265,055 |
|
Fidelity Management & Research Corp
|
|
Fidelity Independence Fund*
|
|
|
2,686,087 |
|
Fidelity Management & Research Corp
|
|
Fidelity Blue Chip Fund*
|
|
|
3,840,947 |
|
Fidelity Management & Research Corp
|
|
Fidelity Equity Income II Fund*
|
|
|
689,274 |
|
Fidelity Management & Research Corp
|
|
Fidelity Spartan U.S. Equity Index Fund*
|
|
|
1,757,890 |
|
Janus International Holding LLC
|
|
Janus Overseas Fund
|
|
|
6,476,059 |
|
Janus International Holding LLC
|
|
Janus Worldwide Fund
|
|
|
3,399,996 |
|
Neuberger Berman, LLC
|
|
N&B Guardian Trust Fund
|
|
|
212,443 |
|
Founders Asset Management LLC
|
|
Founders Equity Growth Fund
|
|
|
621,917 |
|
Goodrich Corporation
|
|
Common Stock Fund*
|
|
|
7,333,067 |
|
Goodrich Corporation
|
|
International Index Fund
|
|
|
1,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
84,978,387 |
|
Loans to participants*
|
|
Interest rates range from 4.73% to 4.86% with various
maturity dates
|
|
|
4,440,338 |
|
|
|
|
|
|
|
|
Total
|
|
|
|
$ |
89,418,725 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest to the Plan. |
Note: Cost information has not been included above because all investments are participant
directed.
7
EXHIBIT INDEX
|
|
|
23 |
|
Consent of Independent Registered Public Accounting Firm
Ernst & Young LLP |