Goodrich Corporation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 |
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TRANSITION REPORT PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from
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Commission file number 1-892
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Full title of the plan and the address of the plan, if different from that of the issuer named
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GOODRICH CORPORATION EMPLOYEES’ SAVINGS PLAN
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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
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Audited Financial Statements for the Goodrich Corporation Employees’ Savings
Plan Including: |
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The Report of Independent Registered Public Accounting Firm; Statements of Assets
Available for Benefits as of December 31, 2006 and 2005; and Statement of Changes in Assets
Available for Benefits for the year ended December 31, 2006. |
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Exhibit 23 |
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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.
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GOODRICH CORPORATION
EMPLOYEES’ SAVINGS PLAN |
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June
22, 2007
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/s/ Kevin P. Heslin |
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Kevin P. Heslin
Chairman of Goodrich Corporation
Benefit Design and Administration Committee |
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Goodrich Corporation Employees’ Savings Plan
December 31, 2006 and 2005, and year ended December 31, 2006
with Report of Independent Registered Public Accounting Firm
TABLE OF CONTENTS
Goodrich Corporation Employees’ Savings Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2006 and 2005 and
year ended December 31, 2006
Contents
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1 |
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Audited Financial Statements |
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4 |
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Supplemental Schedule |
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REPORT OF 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 Employees’ Savings Plan as of December 31, 2006 and 2005, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2006. 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 net assets available for benefits of the Plan at December 31, 2006 and 2005, and the
changes in its net assets available for benefits for the year ended December 31, 2006, 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, 2006, 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 22, 2007
1
Goodrich Corporation Employees’ Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2006 |
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2005 |
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Assets |
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Investments, at fair value (Note 3) |
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$ |
1,505,257,914 |
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$ |
1,342,863,603 |
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Contribution
receivable — employer |
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3,514,083 |
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-- |
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Total Assets |
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1,508,771,997 |
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1,342,863,603 |
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Adjustment from fair value to
contract value for fully benefit
responsive investment contracts |
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2,559,051 |
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1,940,378 |
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Net assets available for benefits |
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$ |
1,511,331,048 |
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$ |
1,344,803,981 |
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See accompanying notes to financial statements.
2
Goodrich Corporation Employees’ Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
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Additions |
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Investment income: |
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Interest |
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14,667,067 |
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Dividends |
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48,552,778 |
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Net appreciation in aggregate fair value of
investments (Note 3) |
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92,823,100 |
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156,042,945 |
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Contributions from: |
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Participants |
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77,139,738 |
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Goodrich Corporation |
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29,381,675 |
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106,521,413 |
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Transfer of assets due to plan merger (Note 1) |
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1,612,232 |
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Total additions |
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264,176,590 |
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Deductions |
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Benefit payments |
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97,402,495 |
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Administrative expenses |
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499,779 |
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Total deductions |
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97,902,274 |
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Trust to trust transfers, net (Note 1) |
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252,751 |
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Net increase |
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166,527,067 |
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Net assets available for benefits at beginning of year |
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1,344,803,981 |
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Net assets available for benefits at end of year |
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1,511,331,048 |
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See accompanying notes to financial statements.
3
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2006
1. Description of the Plan
The following description of Goodrich Corporation Employees’ Savings Plan (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 plan covering all non-bargaining unit employees and
substantially all bargaining unit employees of Goodrich Corporation (the “Company”) and all
subsidiaries of the Company to which the Plan has been extended. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Effective February 1, 1994, Goodrich Corporation Savings Plan Master Trust (the “Master Trust”) was
established to hold the assets of the Plan and the assets of Goodrich Corporation Savings Plan for
Wage Employees. On April 5, 2005, all assets, totaling $720,751, of the Goodrich Corporation
Savings Plan for Wage Employees were transferred into the Plan. The transferred assets related
primarily to the active employees of the Company’s plating operation in Cleveland, Ohio. When the
assets of the Goodrich Corporation Savings Plan for Wage Employees were transferred into the
Goodrich Corporation Employees’ Savings Plan, the Plan no longer belonged to a Master Trust.
During 2006, the fair value of trust to trust transfers of assets from the Goodrich Corporation
Savings Plan for Rohr Employees totaled $252,751, which related to employees moving from Rohr union
status to salary status.
Goodrich acquired Sensors Unlimited in November 2005. The employees of Sensors Unlimited continued
to participate in the Sensors Unlimited 401(K) Plan until June 30, 2006 at that time they became
eligible to participate in the Plan effective July 1, 2006. The assets from the Sensors Unlimited
401(K) Plan merged into the Goodrich Corporation Employees’ Savings Plan on September 1, 2006, and
the fair value of assets in the amount of $1,612,232 was transferred to the Fidelity Management
Trust Company (the Trustee)
Participation in the Plan
The Plan offers participants the choice of two savings options: an after-tax savings option and a
pre-tax, 401(k) savings option. Under the after-tax savings option, participant contributions are
subject to federal income taxes, whereas under the pre-tax savings option the participant postpones
paying federal income taxes on the amount of contributions deducted from his or her salary until
the contributions are withdrawn from the Plan. Participants can elect to participate in either or
both of the savings options. Participants can contribute to each of the investment funds under both
savings options. Participants age 50 or older can contribute pre-tax “catch-up” contributions to
the Plan, subject to limitations.
Contributions
Each employee who elects to become a participant in the Plan may make pre-tax or after-tax
contributions up to 25% of their qualified compensation, as defined in the Plan document. Maximum
pre-tax participant contributions (which are limited by Internal Revenue Service regulations) were
$15,000 for 2006. Highly compensated employees may be limited to contributing a lower percentage
than 25% in order to facilitate the Plan’s passing of non-discrimination testing. Participants age
50 or older can contribute pre-tax “catch-up” contributions to the Plan, subject to limitations.
Effective June 1, 2003 the Company match for all non-bargaining employees participating in the Plan
was decreased from 100% to 50% on the first 6% of eligible earnings.
In December 2005, the Plan was amended to change the Company match that applies to non-bargaining
unit and certain bargaining unit employees hired after 12/31/2005 to 100% of participant contributions up to 6% of pay. In
addition, these participants will receive a Company contribution equal to 2% of eligible pay at the
end of each Plan year provided they are still employed. This 2% contribution is subject to a 3-year
vesting schedule. In addition, non-bargaining unit and certain bargaining unit employees hired
prior to 12/31/2005 who elected to freeze pension benefit service, effective 7/1/2006, receive the
same match and Company contributions as new hires.
4
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2006
Vesting Provisions
Participant contributions and earnings thereon are always fully vested. The Company match
contribution and other Company contributions made to participant accounts subsequent to December
31, 2001 and earnings thereon are 100% vested. As discussed above, the Plan was amended in December 2005 to provide discretionary contributions,
and the additional 2% Company contribution is subject to a 3-year vesting schedule.
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.
The Plan provides for the acceptance of rollover contributions from other plans qualified under the
Internal Revenue Code (Code).
Dividends, interest and proceeds from sale of investments in each fund are reinvested in the
respective fund.
Benefit Payments
Company contributions made after January 1, 1990, but prior to January 1, 2002, may not be
withdrawn until the participant reaches age 55 or upon termination, disability or death. Company
matching contributions made on or after January 1, 2002, may not be withdrawn until age 591/2 or upon
termination, disability or death.
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.
A participant who elects to withdraw from the Plan is paid the fair value of his or her vested
account balance. Distributions from the Company Stock Fund are made in cash or stock. Distributions
from the other funds are made in cash.
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 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 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 the Company’s contributions will accrue ratably to the remaining participants in
the Plan at the date of termination.
Participant Loans
Participants may borrow against their participant contributions and related earnings as permitted
under the Code not to exceed the lesser of $50,000 or 50% of their vested account balance as
defined in the Plan document. Loan terms range from 1 to 5 years or up to 15 years for the purchase
of a primary residence. The loans are secured by the balance in the participant’s account and bear
interest at a rate commensurate with prevailing market rates as determined monthly by the Trustee.
Principal and interest are paid ratably through monthly payroll deductions. Rates for loans in 2006
ranged from 6.00% to 8.25%.
5
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2006
Administrative Expenses
Investment management fees and administrative expenses related to recordkeeping are charged against
the earnings of the investment funds in which the participants’ funds are invested. Fees for
certain transactions, such as withdrawals and loan processing, are charged directly to the account
of the participant reporting such a transaction.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue such contributions at any time and terminate the Plan subject to the provisions of
ERISA. In the event of a termination of the Plan, all participants will become 100% vested and the
net assets of the Plan will be distributed to the participants based on the value of their
accounts. Since this is an individual account plan, the Pension Benefit Guaranty Corporation does
not guarantee any benefits.
The foregoing description of the Plan provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan’s provisions. Copies of the Plan
document are available from the Human Resource Department of the Company.
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
New Accounting Pronouncement
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG
INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and pension Plans (the FSP). The FSP defines the circumstances in which an investment
contract is considered fully benefit responsive and provides certain reporting and disclosure
requirements for fully benefit responsive investment contracts in defined contribution health and
welfare and pension plans. The financial statement presentation and disclosure provisions of the
FSP are effective for financial statements issued for annual periods ending after December 15, 2006
and are required to be applied retroactively to all prior periods presented for comparative
purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying Statements of Net Assets Available for
Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA
Statement of Position 94-4-1, Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans, as amended, requires fully benefit responsive
investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available
for Benefits with a corresponding adjustment to reflect these investments at contract value. The
requirements of the FSP have been applied retroactively to the Statement of Net Assets Available
for Benefits as of December 31, 2005 presented for comparative purposes. Adoption of the FSP had
no effect on the Statement of Changes in Net Assets Available for Benefits for any period
presented.
Investment Valuation
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. Investments
in the individual Fidelity mutual funds and investments under the brokerage link are valued at
quoted market prices in an active market on the last business day of the Plan year.
The Plan’s investments are stated at fair value, which generally equals the quoted market price on
the last business day of the Plan year. The shares of mutual funds are valued at quoted active
market prices that represent the net asset value of shares held by the Plan
6
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2006
at year-end. The contract value of participation units owned in the collective trust fund is based
on quoted redemptive values, as determined by the Trustee, on the last business day of the Plan
year. The fair value of participation units owned by fund is determined based on the fair value of
the underlying fixed income portfolio on the last day of the Plan year. Fixed income securities
with a maturity of 61 days or more held by the Funds are valued each day based on readily available
market quotations received from independent or affiliated commercial pricing services. Such
pricing services will generally provide bid-side quotations.
The loans to participants are valued at their outstanding balance, which approximates fair value.
Temporary investments represent investments in short-term fixed income obligations, the fair value
of which approximates cost. 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 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.
3. Investments
The following presents investments that represent 5 percent or more of the Plan’s net assets.
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December 31, |
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2006 |
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2005 |
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JP Morgan Chase & Co. 2A Stable Value Fund |
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$ |
230,043,091 |
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$ |
212,526,243 |
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Goodrich Corporation 2I Company Stock |
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220,279,251 |
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239,885,913 |
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The Bank of New York Company, Inc. 2C S&P Index Fund |
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168,528,027 |
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152,781,283 |
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Fidelity Management & Research Corp Freedom 2020 Fund |
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95,151,212 |
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77,390,530 |
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T. Rowe Price Group, Inc. 2E Large Cap Growth Fund |
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69,696,110 |
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72,470,883 |
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During 2006, the Plan’s 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
$92,823,100 as follows:
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Mutual Funds |
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$ |
67,412,705 |
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Goodrich Stock Fund |
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25,410,395 |
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$ |
92,823,100 |
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The Plan’s investment funds included the EnPro Stock Fund, which held shares of EnPro Industries,
Inc. common stock that were received in May 2002 in connection with the spin-off of the Company’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 the
Company.
4. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service dated July 22, 2004,
stating that the Plan is qualified under Section 401(a) of 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
7
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2006
qualification. The Goodrich Corporation Benefit Design and Administration Committee believes the
Plan is being operated in compliance with the applicable requirements of the Code and, therefore,
believes that the Plan, as amended, is qualified and the related trust is tax exempt.
5. Transactions with Parties-in-Interest
The Company pays most legal and all 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.
8
Supplemental Schedule
Goodrich Corporation Employees’ Savings Plan
EIN 34-0252680 Plan-002
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2006
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Description of Investment, |
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Including Maturity Date, Rate of |
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Interest, Par or Maturity Value |
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Current Value |
FIDELITY MANAGEMENT & RESEARCH CORP
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FID FIDELITY*
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$ |
163,764 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID PURITAN*
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2,671,372 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID TREND*
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2,352 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL COMPUTERS*
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87,186 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL ELECTRONICS*
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356,462 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL CONS STAPLES*
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491,467 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID VALUE STRATEGIES*
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203,833 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID GINNIE MAE*
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370,160 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FIDELITY MAGELLAN*
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25,121,770 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID CONTRAFUND*
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26,877,160 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID EQUITY INCOME*
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2,584,311 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID GROWTH COMPANY*
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513,723 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FIDELITY INVST GR BD*
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734,880 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID GROWTH & INCOME*
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39,014,007 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL SOFTWARE*
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540,506 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID INTERMED BOND*
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483,549 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL AIR TRANSPRT*
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320,579 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID CAPITAL & INCOME*
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2,039,232 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID VALUE*
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4,642,040 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID MORTGAGE SEC*
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119,442 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL GOLD*
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6,622,015 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL BIOTECH*
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503,361 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL ENERGY SVCS*
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2,442,969 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL INSURANCE*
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288,764 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL RETAILING*
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141,348 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FIDELITY GOVT INCOME*
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285,727 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL ENERGY*
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6,698,107 |
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FIDELITY MANAGEMENT & RESEARCH CORP
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FID SEL LEISURE*
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274,628 |
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FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL HEALTHCARE*
|
|
|
1,228,882 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL TECHNOLOGY*
|
|
|
731,597 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL UTILITIES GR*
|
|
|
906,120 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL FINANCIAL*
|
|
|
650,989 |
|
9
| |
|
|
|
|
|
|
| |
|
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
|
|
FID SEL DEFENSE*
|
|
|
3,470,779 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL BROKERAGE*
|
|
|
1,878,631 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL CHEMICAL*
|
|
|
756,936 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INDEPENDENCE*
|
|
|
495,958 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID OTC PORTFOLIO*
|
|
|
26,022 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID OVERSEAS*
|
|
|
928,080 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL TELECOMM*
|
|
|
472,149 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL HOME FINANCE*
|
|
|
234,692 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID LEVERAGED CO STK*
|
|
|
10,901,040 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID EUROPE*
|
|
|
876,735 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID PACIFIC BASIN*
|
|
|
774,119 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID REAL ESTATE INVS*
|
|
|
5,926,832 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID BALANCED*
|
|
|
4,505,481 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INTL DISCOVERY*
|
|
|
3,104,109 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID CAP APPRECIATION*
|
|
|
1,567,756 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID CONVERTIBLE SEC*
|
|
|
547,269 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID CANADA*
|
|
|
5,394,676 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY UTILITIES*
|
|
|
726,951 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID BLUE CHIP GROWTH*
|
|
|
1,584,345 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID ASSET MANAGER*
|
|
|
672,800 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID DISCIPLINED EQTY*
|
|
|
529,071 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY LOW PR STK*
|
|
|
10,344,038 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID WORLDWIDE*
|
|
|
117,472 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID EQUITY INCOME II*
|
|
|
1,456,993 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID STOCK SELECTOR*
|
|
|
445,532 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID ASSET MGR GRTH*
|
|
|
185,648 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY EMERG MRKTS*
|
|
|
6,120,421 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY AGGR GROWTH*
|
|
|
325,831 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID DIVERSIFIED INTL*
|
|
|
9,275,522 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID ASSET MGR INCOME*
|
|
|
247,287 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID DIVIDEND GROWTH*
|
|
|
1,062,808 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID NEW MARKETS INC*
|
|
|
4,071,694 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID EXP & MULTINATL*
|
|
|
2,131,591 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FOCUSED STOCK*
|
|
|
72,817 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID GLOBAL BALANCED*
|
|
|
981,374 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID AGGRESSIVE INTL*
|
|
|
410,766 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SM CAP INDEPEND*
|
|
|
1,109,181 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID MID CAP STOCK*
|
|
|
3,508,924 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID LARGE CAP STOCK*
|
|
|
166,801 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID DISCOVERY*
|
|
|
320,870 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SMALL CAP STOCK*
|
|
|
1,215,336 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID EUROPE CAP APP*
|
|
|
1,017,145 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY NORDIC*
|
|
|
1,548,217 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID ASSET MGR AGGR*
|
|
|
100,693 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID LATIN AMERICA*
|
|
|
11,749,276 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID JAPAN*
|
|
|
520,935 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SOUTHEAST ASIA*
|
|
|
2,231,032 |
|
10
| |
|
|
|
|
|
|
| |
|
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
|
|
FID CHINA REGION*
|
|
|
2,877,948 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL IT SERVICES*
|
|
|
599 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL MED EQ & SYS*
|
|
|
712,249 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FOUR IN ONE IDX*
|
|
|
468,968 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID JAPAN SMALLER CO*
|
|
|
833,792 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID GROWTH & INC II*
|
|
|
38,638 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID STRATEGIC INCOME*
|
|
|
1,313,585 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM INCOME*
|
|
|
4,933,321 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2000*
|
|
|
7,473,384 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2010*
|
|
|
62,662,503 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2020*
|
|
|
95,151,212 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2030*
|
|
|
46,578,304 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SM CAP RTMT*
|
|
|
474,300 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
SPTN TOTAL MKT INDEX
|
|
|
1,011,615 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
SPTN EXTND MKT INDEX
|
|
|
482,426 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
SPARTAN INTL INDEX
|
|
|
2,603,618 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SHORT TERM BOND*
|
|
|
1,128,710 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INTM GOVT INCOME*
|
|
|
65,298 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID HIGH INCOME*
|
|
|
864,904 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FIFTY*
|
|
|
1,112,962 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL AUTOMOTIVE*
|
|
|
89,968 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL MULTIMEDIA*
|
|
|
117,009 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL MEDICAL DEL*
|
|
|
1,723,894 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL PAPER&FOREST*
|
|
|
22,506 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL BANKING*
|
|
|
129,666 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL INDUST MATER*
|
|
|
821,991 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL INDUST EQUIP*
|
|
|
93,289 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL CONSTR/HOUSE*
|
|
|
547,006 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL TRANSPORT*
|
|
|
520,961 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL NATURAL GAS*
|
|
|
3,887,386 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL NATURAL RES*
|
|
|
1,748,132 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL INDUSTRIALS*
|
|
|
228,789 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL ENVIRONMENT*
|
|
|
118,919 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL CONSUMER IND*
|
|
|
9,950 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL DEVELOP COMM*
|
|
|
66,877 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
SPARTAN US EQ INDEX
|
|
|
1,377,695 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FIDELITY US BD INDEX*
|
|
|
1,344,712 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INST SH INT GOVT*
|
|
|
49,055 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID LARGE CAP VALUE*
|
|
|
1,168,423 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2040*
|
|
|
16,821,788 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID MID CAP VALUE*
|
|
|
1,356,999 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID LARGE CAP GROWTH*
|
|
|
540,962 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID MID CAP GROWTH*
|
|
|
1,085,369 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INFLAT PROT BOND*
|
|
|
550,133 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID ULTRASHORT BOND*
|
|
|
159,200 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FLOAT RT HI INC*
|
|
|
518,788 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID INTL SMALL CAP*
|
|
|
3,534,293 |
|
11
| |
|
|
|
|
|
|
| |
|
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
|
|
FID TOTAL BOND*
|
|
|
321,010 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID VALUE DISCOVERY*
|
|
|
2,021,379 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID REAL ESTATE INC*
|
|
|
152,884 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL NET & INFSTR*
|
|
|
339,003 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID SEL WIRELESS*
|
|
|
1,233,596 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID BLUE CHIP VALUE*
|
|
|
891,594 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID NASDAQ COMP INDX*
|
|
|
140,386 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID STRAT DIV & INC*
|
|
|
369,351 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
FID FREEDOM 2050*
|
|
|
543,107 |
|
FIDELITY MANAGEMENT & RESEARCH CORP
|
|
BROKERAGELINK
|
|
|
13,758,308 |
|
JP MORGAN CHASE & CO
|
|
2A STABLE VALUE FUND
|
|
|
230,043,091 |
|
JANUS INTERNATIONAL HOLDING LLC
|
|
JANUS WORLDWIDE
|
|
|
3,436,399 |
|
JANUS INTERNATIONAL HOLDING LLC
|
|
JANUS OVERSEAS
|
|
|
19,230,440 |
|
JP MORGAN CHASE & CO
|
|
2F MID CAP FUND
|
|
|
46,152,683 |
|
JP MORGAN CHASE & CO
|
|
2B BOND FUND
|
|
|
45,048,678 |
|
T. ROWE PRICE GROUP, INC
|
|
2E LARGE CAP GROWTH
|
|
|
69,696,110 |
|
CAPITAL GUARDIAN INTERNATIONAL
|
|
2H INTL EQUITY FUND
|
|
|
55,334,548 |
|
THE BANK OF NEW YORK COMPANY, INC
|
|
2C S&P INDEX FUND
|
|
|
168,528,027 |
|
ALLIANCE CAPITAL MANAGEMENT L.P.
|
|
2D LARGE CAP VALUE
|
|
|
26,611,199 |
|
THE BOSTON COMPANY ASSET MANAGEMENT
|
|
2G SMALL CAP FUND
|
|
|
49,832,910 |
|
GOODRICH CORPORATION
|
|
2I COMPANY STOCK*
|
|
|
220,279,251 |
|
GOODRICH CORPORATION
|
|
SHORT TERM INVESTMENT*
|
|
|
4,073,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,461,684,144 |
|
LOANS TO PARTICIPANTS*
|
|
Interest rates range from 6.0%
to 8.25% with various maturity
dates
|
|
|
43,573,770 |
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
$ |
1,505,257,914 |
|
|
|
|
|
|
|
|
*Indicates party-in-interest to the Plan.
Note: Cost information has not been included above because all
investments are participant directed.
12
EXHIBIT INDEX
23 Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP