SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
__X__ EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 30, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
_____ SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to ________________
Commission file number 1-3950
FORD MOTOR COMPANY TAX-EFFICIENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of the plan)
FORD MOTOR COMPANY
One American Road
Dearborn, Michigan 48126
(Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office)
2
Required Information
--------------------
Financial Statements and Schedules
----------------------------------
Statement of Net Assets Available for Plan Benefits, as of December 30,
2001 and December 30, 2000.
Statement of Changes in Net Assets Available for Plan Benefits for the
year ended December 30, 2001.
Schedule I - Schedule of Assets Held for Investment Purposes as of
December 30, 2001.
Exhibit
-------
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP Filed with this Report.
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees Committee has
duly caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
TAX-EFFICIENT SAVINGS PLAN FOR
HOURLY EMPLOYEES
By:/s/Charles E. Corbett
---------------------------------
Charles E. Corbett, Chair
Tax-Efficient Savings Plan for
Hourly Employees Committee
June 18, 2002
3
EXHIBIT INDEX
-------------
Sequential
Page Number
Designation Description at Which Found
----------- ----------- --------------
Exhibit 23 Consent of PricewaterhouseCoopers LLP
Ford Motor Company
Tax-Efficient Savings Plan
for Hourly Employees
Report on Audits of Financial Statements and
Supplemental Schedules
December 30, 2001 and 2000
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Contents
-------------------------------------------------------------------------------------------------------------------
Page(s)
Report of Independent Accountants.................................................................................1
Financial Statements
Statement of Net Assets Available for Benefits
as of December 30, 2001 and 2000.................................................................................2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 30, 2001....................................................................3
Notes to Financial Statements...................................................................................4-9
Supplemental Schedules*
Schedule I - Schedule of Assets Held at End of Year
as of December 30, 2001......................................................................................10-11
* All other schedules required by 29 CFR 2520.103-10 are not included because they are not applicable.
Report of Independent Accountants
To the Board of Directors of
Ford Motor Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees (the
"Plan") at December 30, 2001 and 2000, and the changes in net assets available
for benefits for the year ended December 30, 2001, 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 auditing standards
generally accepted in the United States of America, which 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 as of December 30, 2001 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.
/s/PricewaterhouseCoopers LLP
June 10, 2002
1
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Statement of Net Assets Available for Benefits
As of December 30, 2001 and 2000
---------------------------------------------------------------------------------------------------------------
2000
----------------------------------------------------
2001 Allocated Unallocated Total
Assets
Investments, at fair value $ 3,540,430,917 $ 4,095,070,155 $ 42,682,473 $ 4,137,752,628
Participant loans 232,788,943 219,484,117 - 219,484,117
------------------ ----------------- -------------- -----------------
Total assets 3,773,219,860 4,314,554,272 42,682,473 4,357,236,745
Liabilities
Employee stock ownership plan,
loan payable - - 46,589,680 46,589,680
Employee stock ownership plan,
interest payable - - 272,182 272,182
------------------ ----------------- -------------- -----------------
Total liabilities - - 46,861,862 46,861,862
------------------ ----------------- -------------- -----------------
Net assets available for benefits $ 3,773,219,860 $ 4,314,554,272 $ (4,179,389) $ 4,310,374,883
------------------ ----------------- -------------- -----------------
The accompanying notes are an integral part of the financial statements.
2
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 30, 2001
-------------------------------------------------------------------------------------------------------------
Allocated Unallocated Total
Additions
Addition to net assets attributed to
Allocation of 1,821,080 shares of Ford common $ 41,329,763 $ 41,329,763
stock, at fair value
Interest and dividends 104,247,030 $ 48,597,485 152,844,515
----------------- --------------- -----------------
145,576,793 48,597,485 194,174,278
Contributions
Employee contributions 363,457,203 - 363,457,203
Other additions
Loan repayment (principal) (14,872) - (14,872)
Loan repayment (interest) 16,267,540 - 16,267,540
----------------- --------------- -----------------
16,252,668 - 16,252,668
----------------- --------------- -----------------
Total additions 525,286,664 48,597,485 573,884,149
Deductions
Deductions from net assets attributed to
Allocation of 1,821,080 shares of Ford common
stock, at fair value (41,329,763) (41,329,763)
Net depreciation in fair value of investments (856,395,164) (1,264,605) (857,659,769)
Withdrawal of participants' accounts (198,213,766) (198,213,766)
Participant loans 15,200 15,200
Administrative expenses (898) (898)
Interest expense (1,823,728) (1,823,728)
Transfers out to other plans (12,026,448) (12,026,448)
----------------- --------------- ------------------
Total deductions (1,066,621,076) (44,418,096) (1,111,039,172)
----------------- --------------- ------------------
Net (decrease) increase (541,334,412) 4,179,389 (537,155,023)
----------------- --------------- ------------------
Net assets available for benefits
Beginning of year 4,314,554,272 (4,179,389) 4,310,374,883
----------------- --------------- ------------------
End of year $ 3,773,219,860 $ - $ 3,773,219,860
----------------- --------------- ------------------
The accompanying notes are an integral part of the financial statements.
3
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Ford Motor Company Tax-Efficient Savings
Plan for Hourly Employees (the "Plan") provides only general information.
The Plan was established effective January 1, 1985. The provisions of the
Plan are governed in all respects by the detailed terms and conditions
contained in the Plan agreement.
Type and purpose of the plan
The Plan is a defined contribution plan established to encourage and
facilitate systematic savings and investment by eligible hourly employees
of Ford Motor Company (the "Company") and to provide them with an
opportunity to become stockholders of the Company. The Plan includes
provisions for voting shares of Company stock. It is subject to certain
provisions of the Employee Retirement Income Security Act of 1974
("ERISA") applicable to defined contribution pension plans.
Eligibility and vesting
Hourly employees are eligible to participate in the Plan three months
after their original date of hire. Certain other part-time and temporary
employees may also be eligible to participate in the Plan. Participation
in the Plan is voluntary. Employees vest 100% immediately in the Plan.
Contributions
Under the Plan and subject to limits required to be imposed by the
Internal Revenue Code, participants may elect to contribute up to 25% of
their eligible wages on either or both a pre-tax or after-tax basis.
Participants may also elect reductions in their distributions under the
Company's Profit Sharing Plan to be contributed to the Plan. Such
pre-tax contributions are excluded from participants' taxable income.
Participant accounts
Each participant's account is credited with the participant's
contributions and an allocation of plan earnings. Allocations are based
on participant earnings or account balances, as defined. The Company pays
administrative expenses and fees of the Ford Stock Fund and the
management fees of Common Stock Index Fund and Bond Index Fund. All other
fees and expenses are deducted from participant account funds. The fees
charged to individual participant account fund assets totaled
approximately $56,000 and $78,000 for the years ended December 30, 2001
and 2000, respectively. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Distributions
Plan assets may not be withdrawn by participants until the termination of
their employment or until they reach 59-1/2, except in the case of
personal financial hardship. At any time or from time to time prior to
termination of employment, a member may withdraw all or part of the cash
value of assets in his or her After-Tax Savings Account that are
attributable to his or her After-Tax Savings Contributions and earnings
thereon.
4
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan (continued)
Investment options and participation
Participant contributions are invested in accordance with the
participant's election in one or more of several investment options. A
variety of investment options are available to the participants such as
guaranteed investment contract, mutual funds, common and commingled
stock.
Transfers of assets
The Plan permits the transfer of assets among investment options.
Participant loans
The Plan permits loans to participants from both their Pre-Tax and
After-Tax Program accounts. Monthly loan interest rates are based on the
prime rate published in The Wall Street Journal.
A participant is eligible to take out one loan per calendar year, and to
have only four loans outstanding at any one time. Regular loans may be
for a minimum of one year, but not exceeding five years. Home loans may
be for a minimum of one year, but not exceeding ten years.
Investment contracts with insurance companies
During 2001 and 2000, the Plan held seven benefit-responsive investment
contracts with various insurance companies. The contracts are included
in the financial statements at their contract values as reported to the
Plan by the companies. There is no immediate recognition of investment
gains and losses on the fixed income securities. Instead, the gain or
loss is recognized over time by adjusting the interest rate credited to
the fund under the contracts.
There were no reserves against contract value for credit risk of the
contract issuer or otherwise during 2001 and 2000. The average yield and
crediting interest rates were approximately 6.31% for 2001 and 6.16% for
2000. The crediting interest rate is based on a formula agreed upon with
the issuer, but may not be less than 0%. Such interest rates are reviewed
on an annual basis for resetting.
Related-party transactions
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest
transactions. Fees paid by the Plan for the investment management
services amounted to $899 for the year ended December 30, 2001.
Employee stock ownership plan
The Company, by action of the Board of Directors, established an Employee
Stock Ownership Plan ("ESOP") within the Plan effective January 1, 1989.
The Plan operates in part as a leveraged ESOP, and is designed to comply
with Section 4975(e)(7) and the regulations there under of the Internal
Revenue Code of 1986, as amended ("Code") and is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
5
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan (continued)
Employee stock ownership plan (continued)
The Plan purchased Company common shares using the proceeds of loans from
the Company (see Note 4), and holds the stock in a trust established
under the Plan. The borrowings were repaid quarterly over the period
ended December 3, 2001. As the Plan made each payment of principal, an
appropriate percentage of stock was allocated to eligible employees'
accounts in accordance with applicable regulations under the Code. Shares
vested fully upon allocation.
The borrowings were collateralized by the unallocated shares of stock and
were guaranteed by the Company. The Company has no rights against shares
once they are allocated under the ESOP. Accordingly, the financial
statements of the Plan present separately the assets and liabilities and
changes therein pertaining to:
a) the accounts of employees with vested rights to allocated stock
("Allocated") and
b) stock not yet allocated to employees ("Unallocated").
2. Summary of Significant Accounting Policies
Basis of accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Investments
The investment in the Ford Stock Fund and the investments in all other
funds except the Stable Value Income Fund are valued on the basis of
quoted year-end market prices. Investments in the Stable Value Income
Fund, primarily fixed rate insurance contracts, are stated at contract
value, which approximates fair value. Contract value represents
contributions made under the contracts, plus interest at the contract,
less funds to pay benefits and administrative expenses charged by the
insurance companies. Participant loans are valued at cost, which
approximates fair value.
Contributions
Contributions to the Plan from employees are recorded in the period that
payroll deductions are made from plan participants.
Payment of benefits
Benefits are recorded when paid.
Use of estimates in the preparation of financial statements
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 period. Actual
results could differ from those estimates.
6
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)
Risks and uncertainties
The Plan's invested assets ultimately consist of common stock, fixed
income securities, mutual funds and other investment securities.
Investment securities are exposed to various risks, such as interest
rate, market and credit. 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 would materially affect
participants' account balances and the amounts reported in the statement
of net assets available for benefits and the statement of changes in net
assets available for benefits.
Other
Purchases and sales of investments are reflected on a trade-date basis.
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 Plan's realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
3. Investments
The following present investments that represent 5% or more of the Plan's
net assets:
December 30, December 30,
2001 2000
Shares Market value Shares Market value
Interest Income Fund 743,121,664 743,121,664 638,071,797 638,071,797
Ford Stock Fund 256,877,796 1,591,810,482 277,802,876 2,162,911,043
Common Stock Index Fund 4,735,038 271,676,231 4,622,703 319,709,785
Participant loans 232,788,943 232,788,943 219,484,117 219,484,117
During 2001, the Plan's investments depreciated in value by $857,659,769
as follows:
Mutual funds $ 124,635,913
Ford common stock 691,744,653
Common and commingled trust fund 41,279,203
---------------
$ 857,659,769
---------------
4. Plan Amendment
Effective April 1, 2002, the Plan was amended to increase the amount an
employee is able to contribute from 25% to 40% of base pay, subject to
Internal Revenue Service limits.
7
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
5. Loan Payable
The Plan obtained loans from the Company to purchase shares of Company
common stock for quarterly allocation. Unallocated shares are collateral
for the loan. The agreement provides for the loan to be repaid over the
period ended December 3, 2001. The following summarizes the loans
outstanding during the year:
Original Total Number of Date of
principle Interest quarterly quarterly first
Date of loan balance rate payments payments payment
06/28/00 28,800,000 6.54% 715,276 7 08/10/00
08/31/00 62,510,000 7.04% 11,456,096 6 09/01/00
All loans were either paid off or matured prior to December 30, 2001.
The Company shares are held in an unallocated account within the Plan
until quarterly loan payments are made. The trustee purchases additional
shares to the extent that shares released from the unallocated account
are not adequate to satisfy the requirement for dividend shares allocated
to participants' accounts. Cash dividends earned on Company common stock
are held in the Plan and are generally are used to make quarterly loan
payments. If cash is not available to make the full payment, the trustee
may sell shares held in the unallocated account or the Company, at its
option, may elect to make additional contributions to the Plan. If cash
exceeds the loan payment amounts, the cash is used to reduce the
Company's contribution for additional share requirements.
6. Tax Status
The Internal Revenue Service ("IRS") has determined and informed the
Company by letter dated January 26, 1995, that the Plan and the related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (the "Code"). The Plan has since been amended, and the
Plan sponsor has applied for an updated IRS letter. The Plan sponsor and
tax counsel believe that the Plan is currently designed and being
operated in compliance with the Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
7. Administration of Plan Assets
The Plan's assets, which consist principally of the Company common
shares, are held by the Trustee of the Plan, Fidelity Investments.
Certain administrative functions are performed by officers or employees
of the Company or its subsidiaries. No such officer or employee receives
compensation from the Plan. Comerica Bank administers the payment of
interest and principal for the loan payable.
8
Ford Motor Company Tax-Efficient
Savings Plan for Hourly Employees
Notes to Financial Statements
-------------------------------------------------------------------------------
8. Plan Termination
The Company, by action of the Board of Directors, may terminate the Plan
at any time. Termination of the Plan would not affect the rights of a
participant as to the continuance of investment, distribution or
withdrawal of the securities, cash and cash value of the Ford Stock Fund
units in the account of the participant as of the effective date of such
termination. There are currently no plans to terminate the Plan.
9
Ford Motor Company Tax-Efficient Supplemental Schedule I
Savings Plan for Hourly Employees Page 1 of 2
Schedule of Assets Held at End of Year
As of December 30, 2001
------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of investment
Identity of issuer, including maturity date,
lessor, borrower or rate of interest, collateral,
similar party par or maturity value Cost** Current value
Interest Income Fund
* Fidelity Investments Interest Income Fund, 743,121,664 units
CDC Financial Products, 6.13%, due 5/15/03 $ 3,022,578
Combined Insurance Company, 6.97%, due 4/26/02 2,045,015
Combined Insurance Company, 6.22%, due 6/9/03 3,718,664
GE Life and Annuity ASR, 6.26%, due 3/17/03 2,239,400
GE Life and Annuity ASR, 6.24%, due 11/15/02 2,983,845
Safeco Life Insurance Company, 6.199%, due 2/15/02 2,978,796
United of Omaha, 6.15%, due 6/12/02 1,551,306
Other 724,582,060
-----------------
Total Interest Income Fund 743,121,664
Investment Funds
* Fidelity Investments T. Rowe Price Spectrum Growth Fund,
226,363 units 3,203,039
* Fidelity Investments Scudder International Fund, 89,031 units 3,251,401
* Fidelity Investments Vanguard LifeStrategy Conservative
Growth Fund, 76,089 units 1,071,328
* Fidelity Investments Domini Social Equity Fund, 25,411 units 703,618
* Fidelity Investments T. Rowe Price Spectrum Income Fund,
158,338 units 1,673,636
* Fidelity Investments Vanguard LifeStrategy Moderate
Growth Fund, 166,294 units 2,657,371
* Fidelity Investments T. Rowe Price New Horizons Funds, 894,602 units 20,477,436
* Fidelity Investments Scudder Global Fund, 59,912 units 1,301,892
* Fidelity Investments Vanguard LifeStrategy Growth Fund,
260,521 units 4,561,717
* Fidelity Investments T. Rowe Price International Stock Fund,
497,657 units 5,439,394
* Fidelity Investments Scudder Global Discovery Fund, 139,487 units 3,282,118
* Fidelity Investments T. Rowe Price International Discovery
Fund, 324,456 units 6,167,916
* Fidelity Investments Scudder Income Fund, 135,574 units 1,686,537
* Fidelity Investments T. Rowe Price New Asia Fund, 534,178 units 3,279,855
* Fidelity Investments Scudder Growth and Income Fund, 347,083 units 7,403,277
* Fidelity Investments T. Rowe Price High Yield Fund, 600,366 units 3,998,439
* Fidelity Investments Scudder Greater Europe Growth Fund,
510,631 units 11,673,018
* Fidelity Investments Vanguard Explorer Fund, 161,589 units 9,835,903
* Fidelity Investments T. Rowe Price New Era Fund, 118,485 units 2,648,131
* Fidelity Investments Scudder Japan Fund, 412,990 units 2,729,861
* Fidelity Investments Vanguard International Value Fund, 72,770 units 1,597,310
* Fidelity Investments T. Rowe Price Latin America Fund, 350,260 units 3,215,378
* Fidelity Investments Vanguard Value Index Fund, 381,879 units 7,278,607
* Fidelity Investments Vanguard Growth Index Investment Fund,
1,292,469 units 34,625,245
* Fidelity Investments Vanguard Investment Index Plus Fund, 776,851 units 82,400,538
* Barclays Global
Investors Bond Index Fund, 1,440,697 units 26,335,933
* Ford Motor Company Ford Stock Fund, 277,802,876 units 1,591,810,482
* Comerica Bank, N. A. Common Stock Index Fund, 4,622,703 units 271,676,231
10
Ford Motor Company Tax-Efficient Supplemental Schedule I
Savings Plan for Hourly Employees Page 2 of 2
Schedule of Assets Held at End of Year
As of December 30, 2001
------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of investment
Identity of issuer, including maturity date,
lessor, borrower or rate of interest, collateral,
similar party par or maturity value Cost** Current value
* Fidelity Investments Fidelity Funds, 899,271 units $ 26,177,792
* Fidelity Investments Fidelity Puritan Fund, 541,144 units 9,589,078
* Fidelity Investments Fidelity Trend Fund, 37,203 units 1,842,671
* Fidelity Investments Fidelity Magellan Fund, 1,174,463 units 123,753,171
* Fidelity Investments Fidelity Contrafund, 2,499,746 units 107,464,098
* Fidelity Investments Fidelity Equity-Income Fund, 445,018 units 21,872,612
* Fidelity Investments Fidelity Growth Company Fund, 1,502,192 units 81,539,004
* Fidelity Investments Fidelity Investment Grade Bond Fund,
966,342 units 7,054,295
* Fidelity Investments Fidelity Growth and Income Portfolio,
2,068,813 units 78,014,950
* Fidelity Investments Fidelity Value Fund, 409,966 units 21,260,863
* Fidelity Investments Fidelity Government Income Fund, 629,568 units 6,251,614
* Fidelity Investments Fidelity Retirement Growth Fund, 1,590,124 units 25,298,876
* Fidelity Investments Fidelity Overseas Fund, 271,506 units 7,452,828
* Fidelity Investments Fidelity Europe Fund, 215,407 units 5,307,630
* Fidelity Investments Fidelity Pacific Basin Fund, 158,689 units 2,194,672
* Fidelity Investments Fidelity Real Estate Investment Portfolio Fund,
523,204 units 9,700,199
* Fidelity Investments Fidelity Balanced Fund, 408,232 units 6,103,074
* Fidelity Investments Fidelity International Growth and Income Fund,
142,358 units 2,664,936
* Fidelity Investments Fidelity Capital Appreciation Fund, 389,868 units 8,097,558
* Fidelity Investments Fidelity Canada Fund, 75,254 units 1,429,071
* Fidelity Investments Fidelity Utilities Fund, 790,179 units 10,738,533
* Fidelity Investments Fidelity Asset Manager, 582,427 units 9,062,564
* Fidelity Investments Fidelity Worldwide Fund, 284,749 units 4,194,358
* Fidelity Investments Fidelity Stock Selector, 498,623 units 10,655,574
* Fidelity Investments Fidelity Asset Manager Growth, 704,977 units 10,179,873
* Fidelity Investments Fidelity Asset Manager Income, 243,577 units 2,759,733
* Fidelity Investments Fidelity Dividend Growth Fund, 2,190,469 units 62,625,523
* Fidelity Investments Fidelity New Markets Income Fund, 588,868 units 6,436,325
* Fidelity Investments Fidelity Global Balanced Fund, 41,195 units 658,300
* Fidelity Investments Fidelity Small Capital Selector Fund, 614,057 units 10,346,866
* Fidelity Investments Fidelity International Bond Fund, 43,190 units 343,789
* Fidelity Investments Citizens Glbl. Eq. Ins., 15,355 units 253,212
------------------
Total Investment Funds 2,797,309,253
Participant Loans
* Participant Loans Participant loans, interest rates varying from
4.75 to 9.5% 232,788,943
------------------
Total investments $ 3,773,219,860
------------------
* Denotes party-in-interest
**Not required per Department of Labor Reporting 29 CFR 2520.103-10.
11