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