UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
| For the fiscal year ended December 31, 2003 | ||||
| OR | ||||
| [ ] | 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 and the address of the plan, if different from that of the issuer named below: | ||
| GOODRICH CORPORATION EMPLOYEE STOCK PURCHASE PLAN | |||
| 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 Financial Condition as of December 31, 2003 and 2002, and Statements of Changes in Plan Equity for the years ended December 31, 2003 and 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 Stock Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOODRICH CORPORATION | ||
| STOCK PLAN COMMITTEE | ||
| March 29, 2004 | /s/ Kevin P. Heslin | |
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| Kevin P. Heslin | ||
| Member, Goodrich Corporation | ||
| Stock Plan Committee |
AUDITED FINANCIAL STATEMENTS
Goodrich Corporation Employee Stock Purchase Plan,
for the years ended December 31, 2003 and 2002
with Report of Independent Auditors
Goodrich Corporation Employee Stock Purchase Plan
Audited Financial Statements
Years Ended December 31, 2003 and 2002
Contents
Audited Financial Statements |
||||
Report of Independent Auditors |
1 | |||
Statements of Financial Condition |
2 | |||
Statements of Changes in Plan Equity |
3 | |||
Notes to Financial Statements |
4 |
Report of Independent Auditors
Goodrich Corporation
Stock Plan Committee
We have audited the accompanying statements of financial condition of the Goodrich Corporation Employee Stock Purchase Plan as of December 31, 2003 and 2002, and the related statements of changes in plan equity for the years then ended. 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 financial position of the Goodrich Corporation Employee Stock Purchase Plan at December 31, 2003 and 2002, and the changes in plan equity for the years then ended, in conformity with accounting principles generally accepted in the United States.
| /s/ Ernst & Young LLP |
Charlotte, North Carolina
March 24, 2004
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Goodrich Corporation Employee Stock Purchase Plan
Statements of Financial Condition
| December 31, | |||||||||
| 2003 | 2002 | ||||||||
Asset |
|||||||||
Receivable from Goodrich Corporation |
$ | 5,852,606 | $ | 6,479,118 | |||||
Liability and Equity |
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Distribution due to Plan participants |
5,852,606 | 6,479,118 | |||||||
Plan equity |
— | — | |||||||
Total liability and equity |
$ | 5,852,606 | $ | 6,479,118 | |||||
See accompanying notes to financial statements.
2
Goodrich Corporation Employee Stock Purchase Plan
Statements of Changes in Plan Equity
| Year ended December 31, | |||||||||
| 2003 | 2002 | ||||||||
Additions |
|||||||||
Participant contributions, net of withdrawals |
$ | 5,852,606 | $ | 6,479,118 | |||||
Deductions |
|||||||||
Due to active Plan participants |
(5,852,606 | ) | (6,479,118 | ) | |||||
Change in Plan equity |
— | — | |||||||
Plan equity at beginning of period |
— | — | |||||||
Plan equity at end of period |
$ | — | $ | — | |||||
See accompanying notes to financial statements.
3
Goodrich Corporation Employee Stock Purchase Plan
Notes to Financial Statements
December 31, 2003
1. Description of the Plan
In 2001, the Board of Directors of Goodrich Corporation (the “Company”) adopted the Goodrich Corporation Employee Stock Purchase Plan (the “Plan”). The Plan was approved by shareholders of the Company at the Annual Meeting of Shareholders on April 17, 2001 and became effective as of October 1, 2001. The Stock Plan Committee appointed by the Company’s Board of Directors administers the Plan. There were 2,000,000 shares originally reserved and available for purchase under the Plan, of which 1,574,022 remained available at December 31, 2003. In 2003, the 2002 participant contributions, net of withdrawals, were used to purchase 425,978 shares of the Company’s common stock for plan participants.
The purpose of the Plan is to provide a method by which eligible employees may purchase shares of Company common stock by payroll deduction and at favorable prices. The plan is intended to comply with Section 423 of the Internal Revenue Code of 1986, as amended. To participate in the Plan, an individual must be an employee of the Company or any of its designated subsidiaries for at least two months prior to any plan offering.
The offering period begins on January 1st or July 1st, for new employees with at least two months of service, and ends on December 31st of each year. The purchase price per share offered under the Plan for an offering period will be the lesser of 85 percent of the Fair Market Value of a share determined as of the first day of the offering period or 85 percent of the Fair Market Value of a share determined as of the last day of the offering period. The Fair Market Value of a share is defined as the average of the closing prices per share as reflected by composite transactions on the New York Stock Exchange throughout a period of the ten trading days ending on the determination date.
Participant contributions are limited to an annual maximum of $12,000. If this limit is exceeded, excess cash balances will be refunded to the employee. In the event of an oversubscription of shares, each employee’s subscription will be reduced on a pro rata basis so that the total number of shares subject to subscription does not exceed the maximum number of shares authorized under the Plan and any remaining cash balance will be refunded.
A participant may, at any time and for any reason, cancel the payroll deduction authorization. In such event, the participant will have the entire balance refunded in cash without interest. Unless the participant terminates employment or withdraws from the Plan 30 days prior to the last day of the offering period, the participant is deemed to have exercised the right to purchase shares as of the last day of the offering period. Plan participants are typically required to hold the shares for a period of six months from the date of purchase. Plan participants at certain designated subsidiaries are required to hold only 50% of the shares for a period of six months from the date of purchase.
The Board of Directors of the Company has the right to amend, modify or terminate the Plan at any time without notice, provided that no participant’s then existing rights are adversely affected without his or her consent.
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Goodrich Corporation Employee Stock Purchase Plan
Notes to Financial Statements
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are reported on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Plan Expenses
Administrative expenses of the Plan are paid by the Company.
3. Federal Income Taxes
The Plan is an Employee Stock Purchase Plan as defined in Section 423 of the Internal Revenue Code of 1986 (the "Code"), as amended, and is not subject to federal income taxes. Substantial tax benefits are allowed to participants with respect to the treatment of stock purchased within the Plan, provided certain holding period requirements are met. The Stock Plan Committee believes the Plan is being operated in compliance with the applicable requirements of the Code.
4. Subsequent Event
In the first quarter of 2004, the 2003 participant contributions, net of withdrawals, were used to purchase 384,636 shares of the Company’s common stock for plan participants.
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