e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
|
|
|
| þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
Or
| |
|
|
| o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-892
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
GOODRICH CORPORATION EMPLOYEES’ SAVINGS 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 Goodrich Corporation Employees’ Savings
Plan Including: |
| |
| |
|
The Report of Independent Registered Public Accounting Firm; Statements of Net Assets
Available for Benefits as of December 31, 2009 and 2008; and Statement of Changes in Net
Assets Available for Benefits for the year ended December 31, 2009. |
| |
| 2. |
|
Exhibit 23 |
| |
| |
|
Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Goodrich Corporation
Benefit Design and Administration Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
| |
GOODRICH CORPORATION EMPLOYEES’
SAVINGS PLAN
|
|
| June 25, 2010 |
/s/ Kevin P. Heslin
|
|
| |
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, 2009 and 2008, and year ended December 31, 2009
with Report of Independent Registered Public Accounting Firm
Goodrich Corporation Employees’ Savings Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2009 and 2008 and
year ended December 31, 2009
Contents
| |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
1 |
|
|
|
|
|
|
Audited 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) |
|
|
10 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Goodrich Corporation
Benefit Design and Administration Committee
We have audited the accompanying statements of net assets available for benefits of Goodrich
Corporation Employees’ Savings Plan as of December 31, 2009 and 2008, and the related statements of
changes in net assets available for benefits for the year ended December 31, 2009. 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, 2009 and 2008, and the
changes in its net assets available for benefits for the year ended December 31, 2009, in conformity with US
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, 2009 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
Charlotte, North Carolina
June 25, 2010
1
Goodrich Corporation Employees’ Savings Plan
Statements of Net Assets Available for Benefits
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2009 |
|
|
2008 |
|
Assets |
|
|
|
|
|
|
|
|
Investments, at fair value (Note 3) |
|
$ |
1,661,689,144 |
|
|
$ |
1,179,044,823 |
|
Contribution receivable — Goodrich Corporation |
|
|
9,817,367 |
|
|
|
8,861,959 |
|
|
|
|
|
|
|
|
Total Assets |
|
|
1,671,506,511 |
|
|
|
1,187,906,782 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully benefit responsive investment contracts |
|
|
14,741,402 |
|
|
|
32,626,285 |
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
1,686,247,913 |
|
|
$ |
1,220,533,067 |
|
|
|
|
|
|
|
|
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, 2009
| |
|
|
|
|
|
Additions |
|
|
|
|
Investment income: |
|
|
|
|
Interest |
|
$ |
8,208,673 |
|
Dividends |
|
|
18,848,448 |
|
Net appreciation in aggregate fair value of
investments (Note 3) |
|
|
329,866,095 |
|
|
|
|
|
|
|
|
356,923,216 |
|
|
|
|
|
|
Contributions from: |
|
|
|
|
Participants |
|
|
85,013,721 |
|
Goodrich Corporation |
|
|
48,631,742 |
|
|
|
|
|
|
|
|
133,645,463 |
|
|
|
|
|
|
Transfer of assets due to plan merger (Note 1) |
|
|
64,386,168 |
|
|
|
|
|
Total additions |
|
|
554,954,847 |
|
|
|
|
|
|
Deductions |
|
|
|
|
Benefit payments |
|
|
88,394,305 |
|
Administrative expenses |
|
|
845,696 |
|
|
|
|
|
Total deductions |
|
|
89,240,001 |
|
|
|
|
|
|
Net increase |
|
|
465,714,846 |
|
|
|
|
|
|
Net assets available for benefits at beginning of year |
|
|
1,220,533,067 |
|
|
|
|
|
Net assets available for benefits at end of year |
|
$ |
1,686,247,913 |
|
|
|
|
|
See accompanying notes to financial statements.
3
Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
Year Ended December 31, 2009
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 substantially all 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
June 30, 2009, the Goodrich Corporation Savings Plan for Rohr
Employees 401(k) Plan (the “Rohr Plan”) was merged into the
Plan, and $64,386,168, which represented all remaining net assets of
the Rohr Plan, was transferred to the Plan.
Participation in the Plan
The Plan offers participants the choice of three savings options: an after-tax savings option, a
pre-tax 401(k) savings option and a Roth 401(k) option. Under the traditional after-tax savings and
Roth 401(k) options, participant contributions are subject to federal income taxes. When withdrawn,
participants pay income tax on the investments earnings on traditional after-tax contributions.
Investment earnings on Roth 401(k) contributions are never taxed as long as certain conditions are
met upon withdrawal. 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 all of the savings options.
Participants can contribute to each of the investment funds under all savings options.
Contributions
Each employee who elects to become a participant in the Plan may make pre-tax, after-tax or Roth
401(k) contributions up to 25% of their qualified compensation, as defined in the Plan document.
Maximum pre-tax plus Roth 401(k) participant contributions (which are limited by Internal Revenue
Service regulations) were $16,500 for 2009. 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.
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 December 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 December 31, 2005 who elected to freeze pension benefit service, effective July 1,
2006, receive the same match and Company contributions as new hires.
4
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.
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 (the “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. Participants separating from service who meet certain
requirements have the option of deferring distribution of the vested value of his or her account
until age 70-1/2.
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
Participant loans consist of general purpose and principal residence loans. General purpose loans
have terms ranging from 1 to 5 years and provide fixed interest rates based upon the federal
short-term rate, which ranged from 0.81% to 11.5% during 2009. Principal residence loans have terms
ranging from 1 to 15 years and provide fixed interest rates based upon the federal long-term rate,
which ranged from 2.74% to 8.96% during 2009. Under either type of loan, participants may borrow up
to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum a
participant may borrow is $1,000. In general, participant loans are repaid in equal bi-weekly
installments through payroll deductions and are secured by the participant’s interest in the Plan.
5
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 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.
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. 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.
6
3. Fair Value of Financial Investments, Carried at Fair Value
The following presents investments that represent 5 percent or more of the Plan’s net assets.
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2009 |
|
|
2008 |
|
JP Morgan Chase & Co. 2A Stable Value Fund |
|
$ |
286,961,448 |
|
|
$ |
249,427,814 |
|
Goodrich
Corporation 2I Company Stock Fund |
|
|
256,427,210 |
|
|
|
163,714,647 |
|
Mellon Capital Management 2C S&P Index Fund |
|
|
134,998,258 |
|
|
|
102,661,604 |
|
Fidelity Management & Research Corp Freedom 2020 Fund |
|
|
105,086,733 |
|
|
|
75,804,903 |
|
The Company defines fair value as the price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the measurement date. The following three
levels of inputs are used to measure fair value:
| |
|
Level 1 —quoted prices in active markets for identical assets and liabilities. |
| |
| |
|
Level 2 —observable inputs other than quoted prices in active markets for identical assets and
liabilities. |
| |
| |
|
Level 3 —unobservable inputs in which there is little or no market data available, which
require the reporting entity to develop its own assumptions. |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any
input that is significant to the fair value measurement. The following is a description of the
valuation methodologies used for instruments measurement at fair value.
Mutual Funds
Plan investments are stated at fair value. The shares of registered investment companies are valued
at quoted market prices in an active market, which represent the net asset values of shares held by
the Plan at the end of the year.
Company Stock Fund
The Company Stock Fund is a unitized separate account 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.
Unitized Separate Accounts
The unitized separate accounts are comprised of common stock and short-term cash investments. The
unit value of the accounts are derived from the fair value of the common stock based on quoted
market prices in an active market and the short-term cash investments.
Brokerage Link
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.
Collective Trust Funds
The collective trust funds are comprised of fixed income/equity investments and short-term cash
investments. The unit value of the accounts are derived from the fair value of the underlying
securities based on quoted market prices in an active market and short-term cash investments.
7
Investment Contracts
Investments in the accompanying Statements of Net Assets Available for Benefits include fully
benefit responsive investment contracts recognized at contract value as further described below. The fair value of participation
units owned by the funds are determined based on the fair value of the underlying fixed income
portfolio on the last day of the Plan year. Fixed income securities held by the funds are valued
each day based on readily available market quotations received from independent or affiliated
commercial pricing services. The fair value of the wrapper on investment contracts is determined by
the difference between replacement cost and actual cost, projected for the duration of the
associated portfolio, discounted back to measurement date using an appropriate discount rate. The
fully benefit responsive investment contracts are 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. Investments reported in the Plan’s Form 5500 differ from Investments reported in
the Statements of Net Assets Available for Benefits at December 31, 2009 and 2008 by the adjustment
from fair value to contract value for the fully benefit responsive investment contracts of
$14,741,402 and $32,626,285, respectively.
Participant Loans
Participant loans are valued at their outstanding balance, which approximates fair value.
During 2009, the Plan’s investments including gains and (losses) on investments bought and sold, as
well as held during the year appreciated in value by $329,866,095 as follows:
| |
|
|
|
|
|
Level 1 |
|
$ |
147,945,313 |
|
Level 2 |
|
|
182,698,241 |
|
Level 3 |
|
|
(777,459 |
) |
|
|
|
|
|
|
$ |
329,866,095 |
|
|
|
|
|
The Plan’s financial instruments carried at fair value on a recurring basis were as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
| |
|
2009 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
2008 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
| |
|
(Dollars in millions) |
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
$ |
735.3 |
|
|
$ |
735.3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
481.5 |
|
|
$ |
481.5 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodrich Stock Fund |
|
|
256.4 |
|
|
|
— |
|
|
|
256.4 |
|
|
|
— |
|
|
|
163.7 |
|
|
|
— |
|
|
|
163.7 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitized Separate Accounts |
|
|
122.9 |
|
|
|
— |
|
|
|
122.9 |
|
|
|
— |
|
|
|
86.2 |
|
|
|
— |
|
|
|
86.2 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage Link |
|
|
19.3 |
|
|
|
19.3 |
|
|
|
— |
|
|
|
— |
|
|
|
13.8 |
|
|
|
13.8 |
|
|
|
— |
|
|
|
— |
|
Collective Trust Funds and Investment Contracts |
|
|
470.4 |
|
|
|
— |
|
|
|
470.4 |
|
|
|
— |
|
|
|
387.6 |
|
|
|
— |
|
|
|
387.6 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wrapper on Investment Contracts |
|
|
0.8 |
|
|
|
— |
|
|
|
— |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
— |
|
|
|
— |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans |
|
|
56.6 |
|
|
|
— |
|
|
|
— |
|
|
|
56.6 |
|
|
|
45.4 |
|
|
|
— |
|
|
|
— |
|
|
|
45.4 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value |
|
$ |
1,661.7 |
|
|
$ |
754.6 |
|
|
$ |
849.7 |
|
|
$ |
57.4 |
|
|
$ |
1,179.0 |
|
|
$ |
495.3 |
|
|
$ |
637.5 |
|
|
$ |
46.2 |
|
| |
|
|
The tables below set forth a summary of changes in the fair value of the Plan’s level 3
investments, in millions, for the year ended December 31, 2009, in millions of dollars:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value |
|
|
Loan Repayment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
| |
|
January 1, |
|
|
(Principal and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
| |
|
2009 |
|
|
Interest) |
|
|
Loan Withdrawals |
|
|
Benefit Payments |
|
|
Defaulted Loans |
|
|
2009 |
|
Participant Loans |
|
$ |
45.4 |
|
|
$ |
(20.7 |
) |
|
$ |
34.2 |
|
|
$ |
(1.8 |
) |
|
$ |
(0.5 |
) |
|
$ |
56.6 |
|
8
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 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 certain legal and accounting expenses of the Plan. Other than as described above
or pursuant to the Trust Agreement with Fidelity Investments, the Plan has had no agreements or
transactions with any parties-in-interest that are prohibited transactions under ERISA section
3(14).
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statements of net assets available
for benefits.
9
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, 2009
| |
|
|
|
|
|
|
| |
|
Description of Investment, Including |
|
|
|
| |
|
Maturity Date, Rate of Interest, Par or |
|
Total Current |
|
| Identity of Issue, Borrower, Lessor or Similar Party |
|
Maturity Date |
|
Value |
|
| |
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FIDELITY* |
|
$ |
545,483 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID PURITAN* |
|
|
3,449,298 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID TREND* |
|
|
256,851 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL COMPUTERS* |
|
|
198,637 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL ELECTRONICS* |
|
|
307,460 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL CONS STAPLES |
|
|
1,290,552 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID VALUE STRATEGIES* |
|
|
518,127 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GINNIE MAE* |
|
|
1,901,724 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY MAGELLAN* |
|
|
20,736,055 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CONTRAFUND* |
|
|
28,178,931 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID EQUITY INCOME* |
|
|
1,162,566 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GROWTH COMPANY* |
|
|
2,555,261 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY INVST GR BD* |
|
|
1,442,186 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GROWTH & INCOME* |
|
|
22,232,565 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL SOFTWARE* |
|
|
737,904 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTERMED BOND* |
|
|
2,355,377 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL AIR TRANSPRT* |
|
|
146,465 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CAPITAL & INCOME* |
|
|
2,943,701 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID VALUE STRATEGIES* |
|
|
1,688,579 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID MORTGAGE SEC* |
|
|
146,767 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL GOLD* |
|
|
9,959,814 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL BIOTECH* |
|
|
598,775 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL ENERGY SVCS* |
|
|
4,554,640 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL INSURANCE* |
|
|
128,274 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL RETAILING* |
|
|
207,051 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY GOVT INCOME* |
|
|
3,020,759 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL ENERGY* |
|
|
6,894,893 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL LEISURE* |
|
|
293,568 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL HEALTHCARE* |
|
|
786,583 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL TECHNOLOGY* |
|
|
3,069,888 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL UTILITIES GR* |
|
|
617,490 |
|
10
| |
|
|
|
|
|
|
| |
|
Description of Investment, Including |
|
|
|
| |
|
Maturity Date, Rate of Interest, Par or |
|
Total Current |
|
| Identity of Issue, Borrower, Lessor or Similar Party |
|
Maturity Date |
|
Value |
|
| |
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL FINANCIAL* |
|
|
1,600,148 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL DEFENSE* |
|
|
2,134,792 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL BROKERAGE* |
|
|
714,030 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL CHEMICALS* |
|
|
1,680,405 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INDEPENDENCE* |
|
|
2,874,207 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID OTC PORTFOLIO* |
|
|
494,127 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID OVERSEAS* |
|
|
1,118,138 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL TELECOMM* |
|
|
355,079 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL HOME FINANCE* |
|
|
221,218 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID LEVERAGED CO STK* |
|
|
9,007,318 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID EUROPE* |
|
|
342,728 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID PACIFIC BASIN* |
|
|
414,103 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID REAL ESTATE INVS* |
|
|
2,143,593 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID BALANCED* |
|
|
3,732,826 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL DISCOVERY* |
|
|
2,581,293 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CAP APPRECIATION* |
|
|
1,176,737 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CONVERTIBLE SEC* |
|
|
674,638 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CANADA* |
|
|
6,918,871 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY UTILITIES* |
|
|
348,873 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID BLUE CHIP GROWTH* |
|
|
4,555,086 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID ASSET MGR 0.5* |
|
|
1,995,848 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID DISCIPLINED EQTY* |
|
|
1,193,311 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY LOW PR STK* |
|
|
7,729,830 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID WORLDWIDE* |
|
|
239,622 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID EQUITY INCOME II* |
|
|
998,108 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID STOCK SELECTOR* |
|
|
267,182 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID ASSET MGR 0.7* |
|
|
1,879,483 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY EMERG MRKTS* |
|
|
7,033,999 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GR STRATEGIES* |
|
|
255,690 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID DIVERSIFIED INTL* |
|
|
6,264,564 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID ASSET MGR 0.2* |
|
|
1,564,459 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID DIVIDEND GROWTH* |
|
|
743,923 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID NEW MARKETS INC* |
|
|
4,222,683 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID EXP & MULTINATL* |
|
|
1,368,383 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FOCUSED STOCK* |
|
|
153,929 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GLOBAL BALANCED* |
|
|
940,628 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL CAP APPREC* |
|
|
386,281 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SM CAP INDEPEND* |
|
|
685,510 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID MID CAP STOCK* |
|
|
2,551,805 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID LARGE CAP STOCK* |
|
|
392,929 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID GROWTH DISCOVERY* |
|
|
300,782 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SMALL CAP STOCK* |
|
|
1,715,205 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID EUROPE CAP APP* |
|
|
318,234 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY NORDIC* |
|
|
1,322,670 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID ASSET MGR 0.85* |
|
|
172,414 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID LATIN AMERICA* |
|
|
15,981,289 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID JAPAN* |
|
|
215,266 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SOUTHEAST ASIA* |
|
|
3,300,213 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID CHINA REGION* |
|
|
7,567,282 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL IT SERVICES* |
|
|
89,468 |
|
| |
|
|
|
|
|
|
| |
|
Description of Investment, Including |
|
|
|
| |
|
Maturity Date, Rate of Interest, Par or |
|
Total Current |
|
| Identity of Issue, Borrower, Lessor or Similar Party |
|
Maturity Date |
|
Value |
|
| |
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL MED EQ & SYS* |
|
|
1,575,286 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FOUR IN ONE IDX* |
|
|
322,579 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID JAPAN SMALLER CO* |
|
|
305,841 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID MEGA CAP STOCK* |
|
|
63,242 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID STRATEGIC INCOME* |
|
|
2,865,816 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM INCOME* |
|
|
6,470,235 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2000* |
|
|
7,103,410 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2010* |
|
|
52,883,488 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2020* |
|
|
105,086,733 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2030* |
|
|
59,383,198 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SM CAP RTMT* |
|
|
523,246 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPTN TOTAL MKT INDEX* |
|
|
1,387,970 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPTN EXTND MKT INDEX* |
|
|
426,888 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPARTAN INTL INDEX* |
|
|
2,250,698 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SHORT TERM BOND* |
|
|
6,266,140 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTM GOVT INCOME* |
|
|
1,276,261 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID HIGH INCOME* |
|
|
1,373,442 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FIFTY* |
|
|
761,136 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL AUTOMOTIVE* |
|
|
548,729 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL MULTIMEDIA* |
|
|
94,639 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL MEDICAL DEL* |
|
|
623,589 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL BANKING* |
|
|
563,916 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL MATERIALS* |
|
|
2,123,953 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL INDUST EQUIP* |
|
|
120,496 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL CONSTR/HOUSE* |
|
|
155,969 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL TRANSPORT* |
|
|
258,143 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL NATURAL GAS* |
|
|
3,769,568 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL NATURAL RES* |
|
|
3,269,221 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL INDUSTRIALS* |
|
|
321,826 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL ENVIRONMENT* |
|
|
188,361 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL CONS DISCR* |
|
|
42,650 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL COMM EQUIP* |
|
|
447,431 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL PHARMACEUTCL* |
|
|
199,625 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPARTAN US EQ INDEX* |
|
|
2,149,422 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FIDELITY US BD INDEX* |
|
|
1,682,121 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INST SH INT GOVT* |
|
|
613,281 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID LARGE CAP VALUE* |
|
|
665,568 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2040* |
|
|
31,230,688 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID MID CAP VALUE* |
|
|
862,704 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID LARGE CAP GROWTH* |
|
|
558,289 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID MID CAP GROWTH* |
|
|
764,247 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INFLAT PROT BOND* |
|
|
2,577,201 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID ULTRASHORT BOND* |
|
|
46,488 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FLOAT RT HI INC* |
|
|
609,068 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL SMALL CAP* |
|
|
1,794,291 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID TOTAL BOND* |
|
|
1,478,760 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID VALUE DISCOVERY* |
|
|
1,333,537 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID REAL ESTATE INC* |
|
|
209,107 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SEL WIRELESS* |
|
|
1,068,351 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID BLUE CHIP VALUE* |
|
|
334,021 |
|
| |
|
|
|
|
|
|
| |
|
Description of Investment, Including |
|
|
|
| |
|
Maturity Date, Rate of Interest, Par or |
|
Total Current |
|
| Identity of Issue, Borrower, Lessor or Similar Party |
|
Maturity Date |
|
Value |
|
| |
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID NASDAQ COMP INDX* |
|
|
338,133 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FREEDOM 2005* |
|
|
384,527 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FREEDOM 2015* |
|
|
8,419,467 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FREEDOM 2025* |
|
|
11,228,539 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FREEDOM 2035* |
|
|
5,908,664 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID STRAT DIV & INC* |
|
|
135,622 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FOCUSED HIGH INC* |
|
|
279,339 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL REAL ESTATE* |
|
|
258,228 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SMALL CAP GROWTH* |
|
|
586,593 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID SMALL CAP VALUE* |
|
|
455,052 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL SM CAP OPP* |
|
|
89,767 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID STRAT REAL RET* |
|
|
199,719 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPTN ST TR INDX INV* |
|
|
457,794 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPTN INT TR INDX INV* |
|
|
1,029,233 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
SPTN LT TR INDX INV* |
|
|
417,523 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID INTL VALUE* |
|
|
131,427 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FREEDOM 2045* |
|
|
4,998,684 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
FID FREEDOM 2050* |
|
|
6,557,409 |
|
GOODRICH CORPORATION |
|
2I COMPANY STOCK* |
|
|
256,427,210 |
|
FIDELITY MANAGEMENT & RESEARCH CORP |
|
BROKERAGELINK |
|
|
19,316,684 |
|
JP MORGAN CHASE & CO |
|
2A STABLE VALUE FUND |
|
|
287,337,465 |
|
JANUS INTERNATIONAL HOLDING LLC |
|
JANUS WORLDWIDE |
|
|
4,068,263 |
|
JANUS INTERNATIONAL HOLDING LLC |
|
JANUS OVERSEAS |
|
|
24,106,941 |
|
JP MORGAN CHASE & CO |
|
2F MID CAP FUND |
|
|
44,093,940 |
|
JP MORGAN CHASE & CO |
|
2B BOND FUND |
|
|
72,308,194 |
|
T. ROWE PRICE GROUP, INC |
|
2E LARGE CAP GROWTH |
|
|
64,298,028 |
|
CAPITAL GUARDIAN INTERNATIONAL |
|
2H INTL EQUITY FUND |
|
|
48,770,448 |
|
THE BANK OF NEW YORK COMPANY, INC |
|
2C S&P INDEX FUND |
|
|
134,998,258 |
|
ALLIANCE CAPITAL MANAGEMENT L.P. |
|
2D LARGE CAP VALUE |
|
|
23,489,698 |
|
THE BOSTON COMPANY ASSET MANAGEMENT |
|
2G SMALL CAP FUND |
|
|
35,110,274 |
|
|
|
NON INT BEARING CASH |
|
|
1,210 |
|
|
|
|
|
|
|
|
|
|
|
|
1,605,098,630 |
|
|
|
LOANS TO PARTICIPANTS* |
|
|
56,590,514 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,661,689,144 |
|
|
|
|
|
|
|
|
|
|
| * |
|
Indicates party-in-interest to the Plan. |
Note: Cost information has not been included above because all investments are participant
directed.
EXHIBIT INDEX
| |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm –
Ernst & Young LLP |