Form 11-K
Table of Contents

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, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from              to             

Commission file number 0-24612

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

ADTRAN, INC. 401(k) RETIREMENT PLAN

 


 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ADTRAN, INC.

901 Explorer Boulevard

Huntsville, Alabama 35806-2807

 



Table of Contents

REQUIRED INFORMATION

Financial Statements and Supplemental Schedule

Statements of Net Assets Available for Benefits, as of December 31, 2006 and December 31, 2005.

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2006.

Supplemental Schedule I – Schedule of Assets (Held at End of Year)

Exhibit

 

Designation   

Description

  

Method of Filing

Exhibit 23    Consent of PricewaterhouseCoopers LLP    Filed with this Report


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ADTRAN, INC 401(k) RETIREMENT PLAN
By:  

/s/ James E. Matthews

  James E. Matthews
 

Senior Vice President – Finance and

Chief Financial Officer

Date: June 22, 2007


Table of Contents

EXHIBIT INDEX

 

Designation  

Description

Exhibit 23   Consent of PricewaterhouseCoopers LLP


Table of Contents

ADTRAN, Inc. 401(k) Retirement Plan

Contents

December 31, 2006 and 2005

 

     Pages

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

  

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Financial Statements

   4

Supplemental Schedule

  

Schedule of Assets (Held at End of Year)

   11

 

Note:    Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the

ADTRAN, Inc. 401(k) Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the ADTRAN, Inc. 401(k) Retirement Plan (the “Plan”) at December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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. An audit 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

As further described in Note 2, the Plan adopted FSP 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 Pension Plans, for the years ended December 31, 2006 and 2005.

 

/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
June 22, 2007

 

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Table of Contents

ADTRAN, Inc. 401(k) Retirement Plan

Statements of Net Assets Available for Benefits

December 31, 2006 and 2005


 

     2006    2005

Assets

     

Investments, at fair value

   $ 89,695,776    $ 75,965,499

Employer contributions receivable

     100,553      103,005

Employee contributions receivable

     295,314      274,634
             

Net Assets Available for Benefits at Fair Value

     90,091,643      76,343,138

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     42,250      49,621
             

Net Assets Available for Benefits

   $ 90,133,893    $ 76,392,759
             

The accompanying notes are an integral part of these financial statements.

 

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ADTRAN, Inc. 401(k) Retirement Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2006


 

Investment gain

  

Interest and dividend income

   $ 4,549,432

Net appreciation in fair value of investments

     3,638,332
      

Total investment gain

     8,187,764
      

Contributions

  

Employee contributions

     7,562,302

Rollover contributions

     841,829

Employer contributions

     2,938,766
      

Total contributions

     11,342,897
      

Total additions

     19,530,661
      

Benefit payments

     5,756,504

Administrative expenses

     33,023
      

Total deductions

     5,789,527
      

Net increase

     13,741,134

Net assets available for benefits

  

Beginning of year

     76,392,759
      

End of year

   $ 90,133,893
      

The accompanying notes are an integral part of these financial statements.

 

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ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

1. Description of the Plan

The following description of the ADTRAN, Inc. 401(k) Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan Document and related Adoption Agreement for a more complete description of the Plan’s provisions.

General

ADTRAN, Inc. (the “Company” and the “Employer”) formed the Plan effective January 1, 1990 to provide certain retirement benefits for its employees. ADTRAN, Inc. designs, develops, manufactures, markets, and services a broad range of high-speed network access products utilized by providers of telecommunications services and corporate end-users to implement advanced digital services over public and private networks. The Plan is a defined contribution plan subject to the provisions set forth in the Employee Retirement Income Security Act of 1974 (“ERISA”) and the provisions of Internal Revenue Service (“IRS”) Code Sections 401(a) and 401(k). The Plan is funded by discretionary employee contributions as well as nondiscretionary employer contributions. The plan assets are held by Fidelity Management Trust Company (“Fidelity”) which executes investment transactions, receives the plan contributions, credits participants’ individual accounts and pays benefits to participants and their beneficiaries in accordance with the provisions of the Plan. The Plan was amended, effective July 1, 1997, to allow the Company’s common stock to be an investment option of the Plan.

In 2001, the Company’s Board of Directors adopted various amendments to bring the Plan into compliance with the provisions of IRS Code Section 401(k)(12)(c) as a “design-based safe harbor” plan for nondiscrimination purposes. The Plan provides that the Company will make nonelective contributions of 3% of each eligible participant’s annual compensation. In addition, the Plan does not require (or permit) the Company to make matching contributions for employee elective deferrals. Under the Plan, there is no minimum age requirement for employees to be eligible to participate, and there is no minimum service requirement for employees to be eligible to make elective deferrals under the Plan. However, employees must complete one year of service to be eligible for the “safe harbor” contribution of 3% of their eligible compensation. The Plan permits participants to change their contribution rate as of the first payroll period of each quarter.

The Plan permits participants to elect to receive distributions from the Plan in the form of company stock. The Plan’s loan provisions limit outstanding loans to two at a time. Co-op employees hired on or after December 1, 2001 are excluded from participation in the Plan.

Effective for the plan year beginning January 1, 2002, the Plan elected to implement the “catch-up” provision provided for in Section 414(v) of the Internal Revenue Code. This provision enables applicable employer plans to allow eligible participants who are age 50 or over to make additional deferrals, beginning in 2002.

Effective January 3, 2003, the Plan Document was restated in order to comply with the IRS deadline for GUST (General Agreement on Tariffs and Trade – 1994, Uniform Services Employment and Reemployment Rights Act of 1994, Small Business Job Protection Act of 1996 and Taxpayer Relief Act of 1997) adoption by prototype plans.

Eligibility

All regular employees are eligible to participate in the elective deferral portion of the Plan immediately upon hire, and in the safe harbor nonelective portion of the Plan following the completion of one year of service (except seasonal and co-op employees, leased employees, and nonresident aliens with no U.S.-source income).

 

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ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

Contributions

Effective January 1, 2003, the amended Plan allows for contributions up to 60% of a participant’s eligible compensation (as defined in the Plan Document and subject to annual limitations established by the Internal Revenue Service).

Under the terms of the Plan, the Company is required to make nonelective contributions of 3% of each eligible participant’s compensation.

Participant Accounts

Each participant’s account is credited with the employee’s contribution and the Company’s nonelective contribution, plus plan earnings. Allocations of earnings are based on account balances, as defined more fully in the Plan Document. Each participant directs how contributions made to the Plan on his/her behalf are to be invested among the investment options available under the Plan. The Plan currently offers thirty-six investment options, including a Company stock fund. Contributions to the Company stock fund are limited to 20% of a participant’s total contributions to the Plan. Allocations of Company contributions each year are based on each participant’s compensation, as defined in the Plan Document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Employees are always 100% vested under the Plan.

Retirement Date

The normal retirement date is the first day of the calendar month following the date a participant reaches age 62. Early retirement is permitted after a participant reaches age 59-1/2.

Distribution of Benefits

Benefits commence upon one of several dates: normal retirement, early retirement, date of disability, pre-retirement death and upon termination other than described above. Benefits are distributed by means of either a lump sum payment or other systematic withdrawal. Corrective distributions are made for excess deferrals and contributions.

Other

The Plan allows for participant hardship withdrawals at any time from the pre-tax, rollover and matching portions of a participant’s account if certain conditions are met. The Plan also allows for in-service withdrawals at age 59-1/2 from the pre-tax, rollover and matching portions of a participant’s account.

 

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ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

Participant Loans

Participants may borrow a minimum of $1,000 from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as transfers between the investment fund and the participant loan fund. Loan terms range from one to five years unless such loan is used to acquire a principal residence, in which case the loan term can be up to ten years. The Plan’s outstanding loans at December 31, 2006 are collateralized by the balances in the participants’ accounts and bear interest at rates commensurate with local prevailing rates as determined quarterly by the plan administrator. Interest rates range from 5% to 10.5% for loans that were outstanding as of December 31, 2006.

Administrative Expenses

All expenses incident to the functioning of the Plan may be paid out of plan assets unless paid by the Company. On behalf of the Plan, the Company paid the Plan trustee $46,043 for administrative fees incurred during the plan year ended December 31, 2006. This amount is not included in the financial statements of the Plan.

Plan Termination

While it is the intention of the Company to permanently continue the Plan, the Company has the right to amend or terminate the Plan at any time upon written notice to the Plan administrator and Plan trustee. No amendment may permit any plan assets to revert to the Employer or be used for any purpose other than to provide benefits to participants and their beneficiaries. Upon termination of the Plan, the Plan assets will be distributed to participants and their beneficiaries in accordance with the Plan and subject to IRS and ERISA guidelines.

 

2. Summary of Significant Accounting Policies

The following is a summary of accounting policies utilized in the financial statements which were prepared in accordance with accounting principles generally accepted in the United States of America.

Basis of Accounting

The accompanying financial statements of the Plan are maintained on the accrual basis of accounting.

Valuation of Investments

The investments are valued at fair value based on quoted market prices. Quoted market prices are based on the last reported sales price on the last business day of the plan year as reported by the principal securities exchange on which the security is traded. Participant loans are valued at their outstanding balances, which approximate market value.

Purchases and sales of investments are reflected as of the trade date. Dividend and interest income is recorded when earned.

The Plan presents, in the statement of changes in net assets available for benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

 

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ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

The Plan has adopted the provisions of the Financial Accounting Standards Board Staff Position (FSP) 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, which 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.

As described in the FSP, fully benefit-responsive investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through participation in the Fidelity Managed Income Portfolio Fund, a commingled trust fund. As required by the FSP, investments in the accompanying statements of net assets available for benefits presents the fair value of the Fidelity Managed Income Portfolio Fund as well as the adjustment of the portion of the Fidelity Managed Income Portfolio Fund related to fully-benefit-responsive investment contracts from fair value to 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.

Contributions

Contributions from the Employer are accrued based on the safe harbor contribution provisions of the Plan. Contributions from employees are recorded and remitted in the period in which the Company makes the deductions from the participants’ payroll.

Risks and Uncertainties

The Plan provides for various investment options which in turn invest in any combination of stocks, bonds and other 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 and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting periods. Actual results could differ from those estimates.

 

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ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

3. Investments

Investment information as of December 31, 2006 and 2005 is as follows:

 

Description

   2006     2005  

Fidelity Managed Income Portfolio Fund

   $ 4,245,982     $ 4,420,518  

Fidelity Retirement Money Market Fund

     3,416,022       1,839,290  

Fidelity Equity Income Fund

     7,835,790       6,700,109  

Fidelity Fund

     6,973,553       6,492,638  

MSI Small Company Growth B Fund

     9,729,191       9,501,868  

Fidelity Government Income Fund

     1,940,754       2,520,862  

Fidelity Balanced Fund

     8,632,753       7,052,453  

Fidelity US BD Index Fund

     1,909,190       1,984,966  

Fidelity Freedom 2000 Fund

     2,439,212       2,414,226  

Fidelity Freedom 2010 Fund

     2,024,149       1,758,897  

Fidelity Freedom 2020 Fund

     5,652,294       3,778,452  

Spartan US Equity Index Fund

     4,759,117       4,412,852  

Fidelity Aggressive Growth Fund

     3,049,641       3,036,780  

Fidelity Blue Chip Fund

     2,063,659       2,168,034  

Fidelity Diversified International Fund

     6,280,832       4,346,032  

Fidelity Growth Company Fund

     2,066,011       1,735,449  

Fidelity Freedom Income Fund

     122,552       109,874  

Fidelity Freedom 2030 Fund

     863,603       514,424  

Fidelity Freedom 2040 Fund

     537,620       385,706  

Fidelity Freedom 2005 Fund

     15,775       8,076  

Fidelity Freedom 2015 Fund

     513,947       34,715  

Fidelity Freedom 2025 Fund

     293,517       36,664  

Fidelity Freedom 2035 Fund

     342,040       95,444  

Fidelity Low Price Stock Fund

     5,429,216       5,095,070  

ABF Large Cap Valuation PA

     354,372       —    

NB Partners Trust

     72,427       —    

Rainier SM/MID CAP

     367,395       —    

Loomis Bond Administration

     379,786       —    

WFA C&B MIDCAP Valuation D

     666,739       —    

RS Partners A

     492,359       —    

WFA MIDCP DSCPLD Investment

     301,218       —    

Fidelity Contra Fund

     506,852       —    

Fidelity Leveraged Company Stock

     493,136       —    

ADTRAN Stock Fund

     3,194,367       3,857,636  

Participant Loans

     1,772,955       1,714,085  
                

Investments at contract value

     89,738,026       76,015,120  

Adjustment from contract to fair value for fully benefit-responsive investment contracts

     (42,250 )     (49,621 )
                

Investments at fair value

   $ 89,695,776     $ 75,965,499  
                

 

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Table of Contents

ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

The following is a summary of assets held in excess of 5% of the Plan’s net assets available for benefits at December 31, 2006 and 2005:

 

     2006    2005

Fidelity Managed Income Portfolio Fund

   $ —      $ 4,420,518

Fidelity Equity Income Fund

     7,835,790      6,700,109

Fidelity Fund

     6,973,553      6,492,638

MSI Small Company Growth B Fund

     9,729,191      9,501,868

Fidelity Low Price Stock Fund

     5,429,216      5,095,070

Fidelity Balanced Fund

     8,632,753      7,052,453

Fidelity Freedom 2020 Fund

     5,652,294      —  

Spartan US Equity Index Fund

     4,759,117      4,412,852

Fidelity Diversified International Fund

     6,280,832      4,346,032

ADTRAN Stock Fund

     —        3,857,636

The Plan’s investments (including investments bought and sold, as well as held, during the year) appreciated in value by $3,638,332 during the year ended December 31, 2006, as follows:

 

Mutual funds and commingled trust fund

   $ 4,529,743  

ADTRAN stock fund

     (891,411 )
        
   $ 3,638,332  
        

 

4. Related Party Transaction

The Plan allows for transactions with certain parties who may perform services or have fiduciary responsibilities to the Plan, including the Company. The Plan invests in shares of mutual funds or commingled trust funds managed by an affiliate of Fidelity, a subsidiary of which is the trustee of the Plan. The Plan invests in common stock of the Company and issues loans to participants, which are secured by the balances in the participants’ accounts. During the year ended December 31, 2006, the Plan purchased 27,158 units of ADTRAN, Inc. Stock Fund for $583,690 and disposed of 11,023 units for $233,499. Quarterly dividends of $0.09 per share were declared and paid by the Company on various dates throughout the year. The Plan received $46,880 in dividend payments related to the common stock of the Company for the year ended December 31, 2006. These transactions qualify as party-in-interest transactions.

 

5. Income Tax Status

The Plan obtained its latest determination letter on October 25, 2005 from the Internal Revenue Service stating that the Plan, as then designed, was in compliance with the applicable requirements of the IRS. Although the Plan has subsequently been amended to conform with regulatory requirements and for minor administrative items, the Plan administrator believes that the Plan is operating in such a manner so as not to jeopardize its favorable tax status. Accordingly, no provision for income taxes has been included in the Plan’s financial statements.

 

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Table of Contents

ADTRAN, Inc. 401(k) Retirement Plan

Notes to Financial Statements

For the Years Ended December 31, 2006 and 2005


 

6. Reconciliation to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2006 and 2005 to Form 5500:

 

     2006     2005  

Net assets available for benefits per the financial statements

   $ 90,133,893     $ 76,392,759  

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (42,250 )     —    

Contributions receivable

     (395,867 )     (377,639 )
                

Net assets available for benefits per the Form 5500

   $ 89,695,776     $ 76,015,120  
                

The following is a reconciliation of contributions per the financial statements for the year ended December 31, 2006 to Form 5500:

 

         2006  

Contributions per the financial statements

   $ 11,342,897  

Less:

 

Contributions receivable at December 31, 2006

     (395,867 )

Add:

 

Contributions receivable at December 31, 2005

     377,639  
          

Contributions per Form 5500

   $ 11,324,669  
          

Contributions that are not received by the plan until the subsequent year are not accrued on the Form 5500.

 

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Table of Contents
ADTRAN, Inc. 401(k) Retirement Plan    Supplemental Schedule 1
Plan 001 – EIN 63-0918200
Schedule H, line 4i – Schedule of Assets (Held at End of Year)

As of December 31, 2006

 

(a)

  

(b) Identity of issue, borrower, lessor or similar party

  

(c) Description of investment including

maturity date, rate of interest, collateral,

par, or maturity value

   (d) Cost**    (e) Current
Value

*

   Fidelity Retirement Money Market Fund    Money market fund, 3,416,022 shares       $ 3,416,022

*

   Fidelity Managed Income Portfolio Fund    Commingled trust fund - Stable fund, 4,245,982 shares         4,245,982

*

   Fidelity Equity Income Fund    Mutual fund - Value and income fund, 133,831 shares         7,835,790

*

   Fidelity Fund    Mutual fund - Growth and income fund, 194,575 shares         6,973,553
   MSI Small Company Growth B Fund    Mutual fund - Special equity fund, 770,324 shares         9,729,191

*

   Fidelity Government Income Fund    Mutual fund - Intermediate government, 193,302 shares         1,940,754

*

   Fidelity Balanced Fund    Mutual fund - Balanced fund, 444,300 shares         8,632,753

*

   Fidelity US BD Index Fund    Mutual fund - Government/Corporate bond fund 175,800 shares         1,909,190

*

   Fidelity Freedom 2000 Fund    Mutual fund - Short horizon SAF fund, 195,763 shares         2,439,212

*

   Fidelity Freedom 2010 Fund    Mutual fund - Intermediate horizon SAF fund 138,451 shares         2,024,149

*

   Fidelity Freedom 2020 Fund    Mutual fund - Inter/Long horizon SAF fund 363,960 shares         5,652,294
   Spartan US Equity Index Fund    Mutual fund - Stock index fund, 94,841 shares         4,759,117

*

   Fidelity Aggressive Growth Fund    Mutual fund - Aggressive equity fund, 157,279 shares         3,049,641

*

   Fidelity Blue Chip Fund    Mutual fund - Equity growth fund, 46,573 shares         2,063,659

*

   Fidelity Diversified International Fund    Mutual fund - International fund, 169,982 shares         6,280,832

*

   Fidelity Growth Company Fund    Mutual fund - Growth company fund, 29,637 shares         2,066,011

*

   Fidelity Freedom Income Fund    Mutual fund - Freedom income fund, 10,620 shares         122,552

*

   Fidelity Freedom 2030 Fund    Mutual fund - Freedom 2030, 53,874 shares         863,603

*

   Fidelity Freedom 2040 Fund    Mutual fund - Freedom 2040, 56,711 shares         537,620

*

   Fidelity Freedom 2005 Fund    Mutual fund - Freedom 2005, 1,359 shares         15,775

*

   Fidelity Freedom 2015 Fund    Mutual fund - Freedom 2015, 42,127 shares         513,947

*

   Fidelity Freedom 2025 Fund    Mutual fund - Freedom 2025, 22,985 shares         293,517

*

   Fidelity Freedom 2035 Fund    Mutual fund - Freedom 2035, 25,932 shares         342,040
   ABF Large CAP VAL    Mutual fund - Domestic equity, 15,556 shares         354,372
   NB Partners Trust    Mutual fund - Domestic equity, 3,020 shares         72,427
   Rainer SM/MID CAP    Mutual fund - Domestic equity, 10,019 shares         367,395
   Loomis Bond Administration    Mutual fund - Bond fund, 26,689 shares         379,786
   WFA C&B MIDCAP Valuation D    Mutual fund - Domestic equity, 29,993 shares         666,739
   RS Partners    Mutual fund - Domestic equity, 14,047 shares         492,359
   WFA MIDCP Disciplined Investment    Mutual fund - Domestic equity, 13,252 shares         301,218

*

   Fidelity Contra Fund    Mutual fund - Domestic equity, 7,774 shares         506,852

*

   Fidelity Leveraged Company Stock Fund    Mutual fund - Domestic equity, 17,022 shares         493,136

*

   Fidelity Low Price Stock Fund    Mutual fund - Low priced stock, 124,695 shares         5,429,216

*

   ADTRAN Stock Fund    ADTRAN, Inc. Common Stock, 161,541 units         3,194,367

*

   Fidelity Management Trust Company    Participant loans - rate of interest: 5.0% - 10.5%         1,772,955
               
            $ 89,738,026
               

* Party-in-interest to the Plan
** Cost information has not been disclosed as all investments are participant directed

 

11