SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

x                              ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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 0-8251

A.   MOLSON COORS SAVINGS AND INVESTMENT PLAN

311 10th Street

Golden, Colorado 80401

B.   MOLSON COORS BREWING COMPANY

1225 17TH Street

Denver, Colorado  80202

 

 

SIGNATURES

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

	Molson Coors Savings and Investment Plan
Date: June 28, 2007
	/s/ Michael J. Rumley
	Name:	Michael J. Rumley
	Acting on Behalf of the U.S Pension Committee

 

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MOLSON COORS SAVINGS AND INVESTMENT PLAN

Golden, Colorado

 

FINANCIAL STATEMENTS

December 31, 2006 and 2005

 

 

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS
		Statements of Net Assets Available for Benefits - Modified Cash Basis
		Statements of Changes in Net Assets Available for Benefits - Modified Cash Basis
		Notes to Financial Statements
SUPPLEMENTAL INFORMATION
		Schedule H, Line 4i—— Schedule of Assets (Held at End of Year)

 

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Report of Independent Registered Public Accounting Firm

To the Molson Coors Brewing Company U.S. Pension Committee

                as Trustee for the Molson Coors Savings and Investment Plan

Golden, Colorado

We have audited the accompanying statements of net assets available for benefits — modified cash basis of the Molson Coors Savings and Investment Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits — modified cash basis for the years then ended.  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.  The Plan is not required to have nor were we engaged to perform an audit of its 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

As described in Note 2, these financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Molson Coors Savings and Investment Plan as of December 31, 2006 and 2005 and the changes in net assets available for benefits for the years then ended on the basis of accounting described in Note 2.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplemental information is presented for purposes 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 information is the responsibility of the Plan’s management.  The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is presented fairly, in all material respects, in relation to the basic financial statements taken as a whole.

Denver, Colorado

June 27, 2007

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MOLSON COORS SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS —
MODIFIED CASH BASIS

As of December 31, 2006 and 2005

 

		As of
		December 31, 2006			December 31, 2005
INVESTMENTS AT FAIR VALUE		$	589,872,953		$	560,003,668
ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE RELATING TO FULLY BENEFIT RESPONSIVE INVESTMENT CONTRACTS		2,226,326			2,253,892
NET ASSETS AVAILABLE FOR BENEFITS		$	592,099,279		$	562,257,560

 

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

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MOLSON COORS SAVINGSAND INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS —
MODIFIED CASH BASIS

For the Years Ended December 31, 2006 and 2005

 

		Year ended
		December 31, 2006			December 31, 2005
ADDITIONS TO NET ASSETS
Net investment income from master trust		$	38,719,395		$	26,935,716
Net investment income		16,131,466			0
Participant contributions		24,051,651			24,291,532
Employer contributions		7,973,453			7,144,808
Interest on participant loans		636,770			569,158
Total additions to net assets		87,512,735			58,941,214
DEDUCTIONS FROM NET ASSETS
Participant benefit payments		63,079,031			65,851,021
Management fees		34,371			33,671
Total deductions from net assets		63,113,402			65,884,692
NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS		24,399,333			(6,943,478		)
TRANSFER FROM OTHER PLAN		5,442,386			0
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR		562,257,560			569,201,038
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR		$	592,099,279		$	562,257,560

 

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

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MOLSON COORS SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 1 — GENERAL DESCRIPTION OF PLAN AND TRUST

On February 9, 2005, Adolph Coors Company (“ACC”) and Molson Inc. merged (the “Merger”) and Adolph Coors Company changed its name to Molson Coors Brewing Company (“MCBC”). The Molson Coors Savings and Investment Plan (the “Plan”) was not affected by the Merger, except that all ACC stock was exchanged for MCBC stock.

The Plan and the related Trust Agreement (the “Trust”) were established effective January 1, 1974. The Plan was amended and restated effective July 1, 2005, and from time to time is amended to comply with regulatory changes and for other purposes.  Effective July 1, 2005, the Plan changed its name from the Coors Savings and Investment Plan to the Molson Coors Savings and Investment Plan. The Plan’s purpose is to encourage employees of the former Adolph Coors Company and its subsidiaries (the “Company”) to accumulate savings systematically in order to provide an additional source of income upon retirement, disability or death. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The U.S. Pension Committee (the “Committee”), consisting of Coors Brewing Company (“CBC”) employees, is appointed by the Board of Directors of MCBC and acts as fiduciary for the Plan. In accordance with its power as fiduciary, the Committee has entered into trust and asset management agreements with Fidelity Management Trust Company (the “Trustee” or “Fidelity”), the Plan’s trustee.

Plan Merger

MCBC closed its Memphis, Tennessee brewery during the third quarter 2006.  The Company sponsored another plan for employees of the Memphis brewery, the 401(k) Savings Plan for Hourly Employees at the Memphis, Tennessee Brewery (the Memphis Plan).  Upon the brewery closure, substantially all Memphis Plan participants terminated employment with the Company and the Memphis Plan was merged into the Plan.  All balances in the Memphis Plan were transferred to the Plan on October 31, 2006.

Investment in Corporate Stock

The Plan’s Investment in Company Stock is a unitized fund holding cash and Class B common stock.

Eligibility

Full-time, part-time and temporary employees of the Company and certain subsidiaries, who are at least age 18, are generally eligible to participate in the Plan.  However, Memphis hourly union employees were not eligible to participate in the Plan until the Memphis Plan merged into the Plan on October 31, 2006.

Contributions

Contributions can be made to any of the investment options within the Plan and are credited to the individual participants’ accounts. Participants are allowed to make basic and additional contributions as a percentage of annual base compensation as follows:

		Basic		Additional		Total
All covered employees		1% - 6%		1% - 94%		100%%

 

Contribution elections are to be in whole, not fractional, percentage points.  Effective January 1, 2005, participants may elect to make contributions in whole dollars. The combined maximum contribution, basic and additional, that any participant is allowed to make is the lesser of $15,000 plus $5,000 catch up for  those age 50 and over in 2006 and $14,000 plus $4,000 catch up for those age 50 and over in 2005 or 100% of annual base compensation.

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Participant contributions deposited prior to December 1, 1986, have been taxed previously and are not taxable when paid to participants. Participant contributions deposited subsequent to November 30, 1986 are taxable when paid to participants.

Through June 30, 2005, for all covered employees, the Company contributed 50% of each participant’s basic contribution. Effective July 1, 2005, the Company contributes 50% for hourly and 75% for salaried of each participant’s basic contribution. The maximum percentage contributed by the employer is 3% for hourly and 4.5% for salaried of participant base compensation. The Company may also make discretionary contributions to the Plan.  The Company did not make any discretionary contributions in 2006 or 2005.

Effective February 1, 2006, the Plan was amended to automatically enroll new hires with a default deferral percentage of 3% and the investment election of the Fidelity Freedom Fund.

Participant Accounts

Fidelity is responsible for preparing, maintaining and allocating amounts to individual participants’ accounts. Each participant’s account is credited with the participant’s and employer matching contributions and an allocation of (a) the Company’s discretionary contributions, and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their voluntary contributions, the Company’s contributions, and all investment earnings on these contributions that are credited to their account. As such, there are no forfeited employer contributions.

Distributions

Participants may withdraw all or a portion of vested contributions subject to certain conditions as specified in the Plan.  A participant or beneficiary entitled to receive benefits under the Plan may generally elect the method of payment.

Participant Loans

Participants may borrow up to 50% of the total value of their accounts. The minimum loan amount is $1,000 and the maximum loan amount is $50,000. These loans are available to active employees who are participants. Only one loan may be outstanding at any time. The interest rate is set at one percent above prime rate on the first business day of the month in which the loan is made and remains fixed throughout the term of the loan. Loans are subject to certain repayment provisions upon termination of employment, default, lay-off, unpaid leave of absence or disability. When participants fail to repay their loan balance in accordance with their terms, the unpaid balance is considered a distribution (default) and may be subject to a 10% penalty tax.

Plan Expenses

Participants pay expenses incurred to manage the Plan’s assets in that the Plan pays such expenses, which reduce net investment earnings. The employer pays all other expenses incident to the administration and record keeping of the Plan.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accounts of the Plan are maintained on the modified basis of cash receipts and disbursements as permitted by the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. This basis of accounting is not in accordance with accounting principles generally accepted in the United States. Under the modified basis of cash receipts and disbursements, certain revenues and related assets are recognized when received rather than when earned and certain expenses are recognized when paid rather than when the obligation is incurred.

The principal items that would be required to be reflected in the financial statements by accounting principles generally accepted in the United States (the amounts of which are not practicable to determine) are as follows:

·             Accrual of all contributions owed at each year-end, but not received until the following year.

·             Accrual of dividends declared, but not paid.

·             Accrual of interest income from participant loans earned at each year-end, but not received until the following year-end.

·             Accrual of Plan expenses and management fees incurred at each year-end, but not paid until the following year.

Investment contracts held by a defined-contribution plan are required to be reported at fair value as stated in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP”).  Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan and, thus, is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts.  The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value as required by the FSP.  The FSP was adopted by the Plan as of December 31, 2006.  However, the FSP was retroactively applied to the Statements of Net Assets Available for Benefits as of December 31, 2005.  The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

Investment Valuation and Income Recognition

The Plan’s investments are comprised of the following:

·             A Fixed Fund that consists of a Short Term Investment Fund (“STIF”) and Global Wrap Contracts with insurance companies and other entities that are stated at contract value (cost plus accrued interest).

·             Mutual funds which are stated at the respective funds’ net asset value, which is determined by the investment manager based on market value.

·             A money market fund stated at market value as determined by the investment manager.

·             Molson Coors Stock Fund which is a “unitized” stock fund that holds shares of MCBC Class B non-voting common stock stated at the quoted market price at the period end and cash.

Participant loans are stated at outstanding principal balances, which approximate fair value.

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

Benefits

Benefit payments are recorded when paid.

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Use of Estimates

The preparation of financial statements in conformity with the modified cash basis of accounting as described above requires management to make estimates and assumptions. These estimates and assumptions 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 to net assets and deductions from net assets during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan provides for various investment options in stocks and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is 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 and the Statements of Changes in Net Assets Available for Benefits.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 3 — INVESTMENTS

The Plan’s assets are held in trust by Fidelity.  Until October 31, 2006, the Plan’s assets were commingled with the assets of the Memphis Plan under a master trust Agreement for which Fidelity executed all transactions at the direction of participants.  Under the Master Trust Agreement, investment income of the Master Trust was allocated to the individual plans based on the respective balances invested by each plan.  On October 31, 2006, the Memphis Plan’s assets were merged into the Plan, at which time the master trust arrangement ceased.

The fair value of the Plan’s interest in the Master Trust was based on the specific interest that each plan had in the underlying participant directed investment options.

The following schedule presents the fair values of the Master Trust’s net assets at December 31, 2005:

 

The Master Trust’s net investment income for the ten months ended October 31, 2006 and year ended December 31, 2005 was as follows:

 

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For the period November 1, 2006, through December 31, 2006, the Plan’s net investment income was as follows:

 

Included in the Fixed Fund are Global Wrap contracts which are reported in the financial statements at contract value because they are fully benefit-responsive. There are no reserves against contract value for credit risk of the contract issuers or otherwise.

 

To calculate performance based on actual earnings on the last day of the Plan year, income earned by the fund’s assets on the last day of the Plan year is divided by the fair value of all the fund’s assets (market value spot yield).  To calculate performance based on the interest rate credited to the participants on the last day of the Plan year, the fund’s interest distributed to Plan participants on the last day of the Plan year is divided by the fair value of all of the fund’s assets (book value spot yield).  These average yields for the Fixed Fund are as follows:

 

The crediting interest rate is based on a formula agreed upon with the issuer and is reset quarterly for the Global Wrap Contracts, but cannot be less than zero.

The other investment options offered to participants as of December 31, 2006, include twenty-four mutual funds and the Molson Coors Stock Fund.  At December 31, 2005, the other investment options offered to participants included fifteen mutual funds, a money market fund and the Molson Coors Stock Fund.

The following investments at December 31, 2006 and 2005 exceeded 5% of net assets available for benefits:

				Contract Value
Identity		Description		2006			2005
Fixed Fund		Investment contract fund		$	221,042,643		$	219,847,632
				Fair Value
Identity		Description		2006			2005
Fidelity Magellan		Mutual Fund		$	42,003,029		$	56,194,663
Fidelity Low Price Stock		Mutual Fund		$	48,032,749		$	48,067,068
Fidelity Growth and Income		Mutual Fund		$	36,007,785		$	35,693,646
Fidelity Diversified International		Mutual Fund		$	48,584,532		$	29,638,539

 

 

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The cost of investments sold or transferred is determined on a participant level by the average cost method.

NOTE 4 — WRAP CONTRACTS

A wrap contract is an agreement by another party, such as a bank or insurer, to make payments to the fund in certain circumstances.  Wrap contracts are designed to allow a stable value fund, such as the Fixed Fund, to protect the fund in extreme circumstances.  In a typical wrap contract, the wrap issuer agrees to pay the fund the difference between the contract value and the market value of the covered assets once the market value has been totally exhausted.

The Trustee generally purchases wrap contracts from issuers rated in the top three long-term categories (A- or the equivalent and above) by any one of the nationally recognized statistical rating organization.  The Trustee expects a substantial percentage (up to 99%) of the fund’s assets to be covered by wrap contracts, although they may change this target from time to time.  Assets not covered by wrap contracts will generally be invested in money market instruments and cash equivalents to provide necessary liquidity for participant withdrawals and exchanges.

Wrap contracts accrue interest using the crediting rate formula.  This formula is used to convert market value changes in the covered assets into income distributions in order to minimize the difference between the market and contract value of the covered assets over time.  Using the crediting rate formula, an estimated future market value is calculated by compounding the fund’s current market value at the fund’s current yield to maturity for a period equal to the fund’s current contract value.  Crediting rates are reset quarterly.  The wrap contracts provide a guarantee that the crediting rate will not fall below 0%.

The crediting rate, and hence the fund’s return, may be affected by many factors, including purchases and redemptions by shareholders.  The precise impact on the fund depends on whether the market value of the covered assets is higher or lower than the contract value of those assets.  If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets.  Under these circumstances, cash from new investors will tend to lower the crediting rate and fund’s return, and redemptions by existing shareholders will tend to increase the crediting rate and the fund’s return.

If the market value of the covered assets is lower than their contract value, the crediting rate will ordinarily be lower than the yield of the covered assets.  When market value is lower than contract value, the fund will have, for example, less than $10.00 in cash and bonds for every $10.00 in NAV.  Under these circumstances, cash from new investors will tend to increase the market value attributed to the covered assets and to increase the crediting rate and the fund’s return.  Redemptions by existing shareholders will have the opposite effect, and will tend to reduce the market value attributed to remaining covered assets and to reduce the crediting rate and the fund’s return.  Generally, the market value of covered assets will tend to be higher than contract value after interest rates have fallen due to higher bond prices.  Conversely, the market value of covered assets will tend to be lower than their contract value after interest rates have risen due to lower bond prices.

If the fund experiences significant redemptions when the market value is below the contract value, the fund’s yield may be reduced significantly, to a level that is not competitive with other investment options.  This may result in additional redemptions, which would tend to lower the crediting rate further.  If redemptions continued, the fund’s yield could be reduced to zero.  If redemptions continued thereafter, the fund might have insufficient assets to meet redemption requests, at which point the fund would require payments from the wrap issuer to pay further shareholder redemptions.

The fund and the wrap contracts purchased by the fund are designed to pay all participant-initiated transactions at contract value.  Participant-initiated transactions are those transactions allowed by the underlying defined contribution plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the plan).  However, the wrap contracts limit the ability of the fund to transact at contract value upon the occurrence of certain events.  These events include:

·                  The Plan’s failure to qualify under Section 401(a) or Section 401(k) of the IRC.

·                  The establishment of a defined contribution plan that competes with the Plan for employee contributions.

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·                  Any substantive modification of the Plan or the administration of the Plan that is not consented to by the wrap issuer.

·                  Complete or partial termination of the Plan.

·                  Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the fund’s cash flow.

·                  Merger or consolidation of the Plan with another plan, the transfer of Plan assets to another plan, or the sale, spin-off or merger of a subsidiary or division of the Plan sponsor.

·                  Any communication given to participants by the Plan sponsor or any other Plan fiduciary that is designed to induce or influence participants not to invest in the fund or to transfer assets out of the fund.

·                  Exclusion of a group or previously eligible employees from eligibility in the Plan.

·                  Any early retirement program, group termination, group layoff, facility closing, or similar program.

·                  Any transfer of assets from the fund directly to a competing option.

At this time, the occurrence of any of these events is not probable.

NOTE 5 — PLAN TERMINATION

The Company established the Plan with the intention that it continue indefinitely, but reserves the right to terminate the Plan at any time. In the event of Plan termination, any decrease or increase in net assets as determined by the Trustee will be allocated to the participants based on the current investment elections. The entire amount in each participants account will be distributed with the participant’s consent.

NOTE 6 — INCOME TAXES

The Company has received a favorable determination letter dated December 1, 2003 from the Internal Revenue Service (“IRS”) as to the qualified status of the Plan and Trust. The IRS has determined and has informed the Company that the Plan and related trusts, in form, satisfy applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan currently complies, in form and operation, with the applicable requirements of the IRC. Therefore, no provision for income taxes has been made in the Plan’s financial statements.

NOTE 7 — PARTIES-IN-INTEREST TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions are party-in-interest transactions under ERISA.  Such fees are reported as a reduction to investment return. Administration fees are paid by the Company.

NOTE 8 — RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2006, to Form 5500.

 

Following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended December 31, 2006, to Form 5500:

 

The Fixed Fund is recorded at contract value in the financial statements and at fair value in the Form 5500 for 2006.

This information is an integral part of the accompanying financial statements.

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SUPPLEMENTAL INFORMATION

 

 

MOLSON COORS SAVINGS AND INVESTMENT PLAN

SCHEDULE H, LINE 4I--- SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2006

 

Party-in- interest		Identity of issuer, borrower, lessor or similar party		Description of investment including maturity date, rate of interest, collateral, par or maturity value		Units/ Shares		Value Per Unit/Share			Contract or Current Value
		Plan’s Interest In Fixed Fund
		Global Wrap Contracts
		JP Morgan		4.45% interest							$	53,044,306
		Monumental Life		4.45% interest							53,044,233
		Rabo Bank		4.45% interest							53,044,516
		UBS AG		4.45% interest							53,044,284
		Other
*		Fidelity Management Company STIF		5.22% interest							8,865,304
		Total Fixed Fund									221,042,643
*		Molson Coors Brewing Company		Common Stock		333,973		$	63.28		$	21,133,812
		Plan’s Interest in Mutual Funds
*		Fidelity Magellan		Mutual Fund		469,203		89.52			42,003,029
*		Fidelity Growth and Income		Mutual Fund		1,155,948		31.15			36,007,785
*		Fidelity Spartan U.S. Equity Index		Mutual Fund		561,612		50.18			28,181,670
*		Fidelity Diversified International		Mutual Fund		1,314,872		36.95			48,584,532
*		Fidelity Equity Income		Mutual Fund		440,393		58.55			25,785,017
*		Fidelity Blue Chip Growth		Mutual Fund		458,471		44.31			20,314,862
*		Fidelity Low-Priced Stock		Mutual Fund		1,103,187		43.54			48,032,749
*		Fidelity Freedom Income		Mutual Fund		81,217		11.54			937,246
*		Fidelity Freedom 2010		Mutual Fund		215,925		14.62			3,156,821
*		Fidelity Freedom 2020		Mutual Fund		314,305		15.53			4,881,158
*		Fidelity Freedom 2030		Mutual Fund		190,161		16.03			3,048,277
*		Fidelity Freedom 2040		Mutual Fund		153,475		9.48			1,454,945
*		Fidelity Freedom 2005		Mutual Fund		33,433		11.61			388,153
*		Fidelity Freedom 2015		Mutual Fund		346,743		12.20			4,230,264
*		Fidelity Freedom 2025		Mutual Fund		210,998		12.77			2,694,447
*		Fidelity Freedom 2035		Mutual Fund		94,242		13.19			1,243,055
*		Fidelity Freedom 2045		Mutual Fund		243		10.74			2,609
*		Fidelity Freedom 2050		Mutual Fund		152		10.75			1,634
		American New Perspective R4		Mutual Fund		803,852		31.55			25,361,545
		PIMCO Total Return		Mutual Fund		1,193,136		10.38			12,384,754
		Spartan Extended Market Index		Mutual Fund		141,804		38.53			5,463,714
		Spartan International Index		Mutual Fund		144,825		44.14			6,392,586
		Aim Small Cap Growth Inv		Mutual Fund		355,405		29.91			10,630,169
		Pennsylvania Mutual Inv		Mutual Fund		824,466		11.57			9,539,067
		Participant loans; interest rates ranging from 5.00% to 9.25%									9,202,736
		TOTAL PLAN ASSETS (HELD AT END OF YEAR)									$	592,099,279

*                    Party-in-interest

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EXHIBITS INDEX

Exhibit No.		Description
23		Consent of Independent Registered Public Accounting Firm