Goodrich Corporation
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
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
 
 

 


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REQUIRED INFORMATION
1.   Audited Financial Statements and Supplemental Schedule of the Goodrich Corporation Employees’ Savings Plan Including:
 
   
    The Report of Independent Registered Public Accounting Firm; Statements of Assets Available for Benefits as of December 31, 2007 and 2006; and Statement of Changes in Assets Available for Benefits for the year ended December 31, 2007.
 
   
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 18, 2008  /s/ Kevin P. Heslin    
  Kevin P. Heslin   
  Chairman of Goodrich Corporation
Benefit Design and Administration Committee 
 

 


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AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Goodrich Corporation Employees’ Savings Plan
December 31, 2007 and 2006, and year ended December 31, 2007
with Report of Independent Registered Public Accounting Firm

 


 

Goodrich Corporation Employees’ Savings Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2007 and 2006 and
year ended December 31, 2007
Contents
         
    1  
 
       
Audited Financial Statements
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
    9  
 Exhibit 23

 


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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, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. 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, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the financial statements, in 2006 the Plan adopted Financial Accounting Standards Board 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.
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, 2007, 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 18, 2008

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
Goodrich Corporation Employees’ Savings Plan
Statements of Net Assets Available for Benefits
                 
    December 31,
    2007   2006
Assets
               
Investments, at fair value (Note 3)
  $ 1,706,034,504     $ 1,505,257,914  
Contribution receivable - Goodrich Corporation
    7,571,678       3,514,083  
 
         
Total Assets
    1,713,606,182       1,508,771,997  
 
               
Adjustment from fair value to contract value for fully benefit responsive investment contracts
    5,686,461       2,559,051  
 
           
Net assets available for benefits
  $ 1,719,292,643     $ 1,511,331,048  
 
         
See accompanying notes to financial statements.

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
Goodrich Corporation Employees’ Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
         
Additions
       
Investment income:
       
Interest
  $ 15,528,252  
Dividends
    54,923,202  
Net appreciation in aggregate fair value of investments (Note 3)
    156,931,787  
 
     
 
    227,383,241  
Contributions from:
       
Participants
    84,219,937  
Goodrich Corporation
    41,384,039  
 
     
 
    125,603,976  
 
     
Total additions
    352,987,217  
 
       
Deductions
       
Benefit payments
    144,515,135  
Administrative expenses
    617,434  
 
     
Total deductions
    145,132,569  
 
       
Trust to trust transfers, net (Note 1)
  106,947  
 
       
 
       
Net increase
    207,961,595  
 
       
Net assets available for benefits at beginning of year
    1,511,331,048  
 
     
Net assets available for benefits at end of year
  $ 1,719,292,643  
 
     
See accompanying notes to financial statements.

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
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.
During 2007, the fair value of trust to trust transfers of assets from the Goodrich Corporation Savings Plan for Rohr Employees totaled $106,947, which related to employees moving from Rohr union status to salary status.
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, effective August 1, 2007, 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 investment 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 $15,500 for 2007. 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 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.
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.

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
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 6.0% to 8.25% during 2007. 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 7.5% to 8.5% during 2007. 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.
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.

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
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.   Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Accounting Standards Not Yet Adopted
In September 2006, the Financial Accounting Standards Board issued Statement on Financial Accounting Standards No. 157, “Fair Value Measurement” (“SFAS 157”). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect that the provisions of SFAS 157 will have on the Plan’s financial statements.
Investment Valuation and Income Recognition
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 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.
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 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

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
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, 2007 and 2006 by the adjustment from fair value to contract value for the fully benefit responsive investment contracts of $5,686,461 and $2,559,051, respectively.
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.
                 
    December 31,
    2007   2006
Goodrich Corporation 2I Company Stock
  $ 296,714,051     $ 220,279,251  
JP Morgan Chase & Co. 2A Stable Value Fund
    240,651,045       230,043,091  
The Bank of New York Company, Inc. 2C S&P Index Fund
    169,736,208       168,528,027  
Fidelity Management & Research Corp Freedom 2020 Fund
    109,859,029       95,151,212  
 
               
During 2007, 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 $156,931,787 as follows:
         
Mutual Funds
  $ 43,345,968  
Goodrich Stock Fund
    113,585,819  
 
     
 
  $ 156,931,787  
 
     
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 (the “Committee”) is aware of an operational failure regarding the administration of participant loans, which, if not properly corrected, could affect the tax-qualified status of the Plan and its related trust. The Committee believes that the Plan is eligible to self-correct in accordance with IRS procedures and will self-correct these failures in a timely manner. Accordingly, the Committee believes that the Plan will retain its tax-qualified status.

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Goodrich Corporation Employees’ Savings Plan
Notes to Financial Statements
December 31, 2007
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.

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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, 2007
             
    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 FIDELITY*   $ 320,290  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID PURITAN*     2,997,320  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID TREND*     102,377  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL COMPUTERS*     214,688  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL ELECTRONICS*     141,687  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL CONS STAPLES     840,415  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID VALUE STRATEGIES*     550,619  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID GINNIE MAE*     410,703  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY MAGELLAN*     26,377,664  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID CONTRAFUND*     31,272,183  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID EQUITY INCOME*     2,521,115  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID GROWTH COMPANY*     1,305,898  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY INVST GR BD*     1,028,339  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID GROWTH & INCOME*     33,779,266  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL SOFTWARE*     666,331  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INTERMED BOND*     1,204,687  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL AIR TRANSPRT*     259,875  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID CAPITAL & INCOME*     3,059,529  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID VALUE STRATEGIES*     4,660,036  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID MORTGAGE SEC*     177,578  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL GOLD*     7,212,153  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL BIOTECH*     381,372  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL ENERGY SVCS*     5,292,959  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL INSURANCE*     231,066  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL RETAILING*     73,632  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY GOVT INCOME*     1,332,702  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL ENERGY*     7,971,682  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL LEISURE*     391,775  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL HEALTHCARE*     1,310,298  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL TECHNOLOGY*     1,106,662  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL UTILITIES GR*     1,404,043  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL FINANCIAL*     288,504  

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    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*     4,798,236  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL BROKERAGE*     729,469  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL CHEMICAL*     1,075,212  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INDEPENDENCE*     1,114,112  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID OTC PORTFOLIO*     686,215  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID OVERSEAS*     978,364  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL TELECOMM*     468,682  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL HOME FINANCE*     80,652  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID LEVERAGED CO STK*     14,947,017  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID EUROPE*     525,689  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID PACIFIC BASIN*     659,142  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID REAL ESTATE INVS*     2,879,004  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID BALANCED*     6,345,891  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INTL DISCOVERY*     4,564,214  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID CAP APPRECIATION*     2,009,077  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID CONVERTIBLE SEC*     1,011,990  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID CANADA*     9,163,006  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY UTILITIES*     915,208  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID BLUE CHIP GROWTH*     1,538,603  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID ASSET MANAGER*     783,392  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID DISCIPLINED EQTY*     1,009,712  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY LOW PR STK*     8,332,116  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID WORLDWIDE*     173,633  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID EQUITY INCOME II*     1,261,594  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID STOCK SELECTOR*     531,211  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID ASSET MGR GRTH*     243,942  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY EMERG MRKTS*     10,296,839  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY AGGR GROWTH*     594,146  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID DIVERSIFIED INTL*     11,465,251  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID ASSET MGR INCOME*     306,865  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID DIVIDEND GROWTH*     739,538  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID NEW MARKETS INC*     3,225,538  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID EXP & MULTINATL*     2,590,284  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FOCUSED STOCK*     82,602  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID GLOBAL BALANCED*     1,381,286  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID AGGRESSIVE INTL*     515,324  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SM CAP INDEPEND*     1,287,224  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID MID CAP STOCK*     3,927,427  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID LARGE CAP STOCK*     365,712  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID DISCOVERY*     995,532  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SMALL CAP STOCK*     1,292,437  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID EUROPE CAP APP*     967,294  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY NORDIC*     2,932,612  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID ASSET MGR AGGR*     124,283  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID LATIN AMERICA*     18,133,167  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID JAPAN*     412,340  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SOUTHEAST ASIA*     11,397,635  

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    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*     6,664,867  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL IT SERVICES*     52,614  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL MED EQ & SYS*     814,058  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FOUR IN ONE IDX*     514,978  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID JAPAN SMALLER CO*     397,284  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID MEGA CAP STOCK*     67,999  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID STRATEGIC INCOME*     2,231,812  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM INCOME*     5,388,362  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2000*     7,887,666  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2010*     67,777,798  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2020*     109,859,029  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2030*     56,419,077  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SM CAP RTMT*     377,698  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPTN TOTAL MKT INDEX*     1,376,867  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPTN EXTND MKT INDEX*     566,434  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPARTAN INTL INDEX*     3,409,072  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SHORT TERM BOND*     473,591  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INTM GOVT INCOME*     105,036  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID HIGH INCOME*     817,635  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FIFTY*     1,473,616  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL AUTOMOTIVE*     89,136  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL MULTIMEDIA*     47,798  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL MEDICAL DEL*     1,269,704  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL PAPER&FOREST*     23,657  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL BANKING*     74,729  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL MATERIALS*     1,796,925  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL INDUST EQUIP*     157,246  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL CONSTR/HOUSE*     162,623  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL TRANSPORT*     337,376  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL NATURAL GAS*     4,131,090  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL NATURAL RES*     3,937,652  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL INDUSTRIALS*     361,158  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL ENVIRONMENT*     73,598  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL CONS DISCR*     16,426  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL COMM EQUIP*     40,355  
FIDELITY MANAGEMENT & RESEARCH CORP
  SEL PHARMACEUTCL*     42,829  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPARTAN US EQ INDEX*     1,220,888  
FIDELITY MANAGEMENT & RESEARCH CORP
  FIDELITY US BD INDEX*     1,519,599  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INST SH INT GOVT*     104,364  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID LARGE CAP VALUE*     1,063,208  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2040*     24,699,494  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID MID CAP VALUE*     1,609,058  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID LARGE CAP GROWTH*     622,953  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID MID CAP GROWTH*     905,735  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INFLAT PROT BOND*     760,363  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID ULTRASHORT BOND*     12,554  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FLOAT RT HI INC*     428,947  

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Table of Contents

             
    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 INTL SMALL CAP*     2,992,824  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID TOTAL BOND*     761,365  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID VALUE DISCOVERY*     2,399,040  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID REAL ESTATE INC*     83,935  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL NET & INFSTR*     216,293  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SEL WIRELESS*     1,966,235  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID BLUE CHIP VALUE*     872,171  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID NASDAQ COMP INDX*     186,091  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2005*     452,110  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2015*     1,390,288  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2025*     1,420,657  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2035*     660,286  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID STRAT DIV & INC*     286,150  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FOCUSED HIGH INC*     10,055  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INTL REAL ESTATE*     181,912  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SMALL CAP GROWTH*     325,921  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID SMALL CAP VALUE*     36,832  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID INTL SM CAP OPP*     108,552  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID STRAT REAL RET*     5,394  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPTN ST TR INDX INV*     144,484  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPTN INT TR INDX INV*     214,903  
FIDELITY MANAGEMENT & RESEARCH CORP
  SPTN LT TR INDX INV*     33,480  
FIDELITY MANAGEMENT & RESEARCH CORP
  INTL VALUE*     217,788  
FIDELITY MANAGEMENT & RESEARCH CORP
  FREEDOM 2045*     447,379  
FIDELITY MANAGEMENT & RESEARCH CORP
  FID FREEDOM 2050*     2,540,264  
FIDELITY MANAGEMENT & RESEARCH CORP
  BROKERAGELINK     17,762,098  
JP MORGAN CHASE & CO
  2A STABLE VALUE FUND     240,651,045  
JANUS INTERNATIONAL HOLDING LLC
  JANUS WORLDWIDE     3,683,480  
JANUS INTERNATIONAL HOLDING LLC
  JANUS OVERSEAS     26,601,118  
JP MORGAN CHASE & CO
  2F MID CAP FUND     46,160,415  
JP MORGAN CHASE & CO
  2B BOND FUND     47,891,157  
T. ROWE PRICE GROUP, INC
  2E LARGE CAP GROWTH     74,562,012  
CAPITAL GUARDIAN INTERNATIONAL
  2H INTL EQUITY FUND     63,526,996  
THE BANK OF NEW YORK COMPANY, INC
  2C S&P INDEX FUND     169,736,208  
ALLIANCE CAPITAL MANAGEMENT L.P.
  2D LARGE CAP VALUE     26,174,277  
THE BOSTON COMPANY ASSET MANAGEMENT
  2G SMALL CAP FUND     38,877,875  
GOODRICH CORPORATION
  2I COMPANY STOCK*     296,714,051  
GOODRICH CORPORATION
  SHORT TERM INVESTMENT*     1,003,836  
 
           
 
        1,662,230,099  
LOANS TO PARTICIPANTS*
  Interest rates range from 6.0% to 8.5% with various maturity dates     43,804,405  
 
           
TOTAL
      $ 1,706,034,504  
 
           
 
*   Indicates party-in-interest to the Plan.
Note: Cost information has not been included above because all investments are participant directed.

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EXHIBIT INDEX
23   Consent of Independent Registered Public Accounting Firm — Ernst & Young LLP