UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
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 1-2360
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
IBM 401(k) Plus Plan
New Orchard Road, M/D 261
Armonk, New York 10504
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
INTERNATIONAL BUSINESS MACHINES CORPORATION
New Orchard Road
Armonk, New York 10504
IBM 401(k) PLUS PLAN
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Financial Statements and Schedules: |
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Financial Statements: |
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Statements of Net Assets Available for Benefits at December 31, 2017 and 2016 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2017 |
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Supplemental Schedules*: |
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2017 |
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26 | |
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Exhibit: |
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220 |
* Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974 are omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
To the Administrator and Plan Participants of the IBM 401(k) Plus Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the IBM 401(k) Plus Plan (the Plan) as of December 31, 2017 and 2016 and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, including the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on the Plans financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental schedules of loans or fixed income obligations in default or classified as uncollectible at December 31, 2017, of assets (held at end of year) at December 31, 2017, and of assets (acquired and disposed of within year) for the year ended December 31, 2017 have been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental schedules are the responsibility of the Plans management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, NY
June 15, 2018
Though we have not determined the specific year we began serving as the Plans auditor, we have served as the Plans auditor since at least 1988.
IBM 401(k) PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31,
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2017 |
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2016 |
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(Dollars in thousands) |
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Assets: |
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Cash |
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$ |
164,979 |
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$ |
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Investments, at fair value (Note 3) |
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44,472,827 |
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39,264,034 |
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Investments in fully benefit-responsive investment contracts, at contract value (Note 5) |
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8,920,870 |
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8,870,037 |
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Total investments |
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53,558,675 |
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48,134,071 |
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Receivables: |
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Notes receivable from participants |
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232,134 |
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250,068 |
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Income, sales proceeds and other receivables |
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124,913 |
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111,048 |
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Total receivables |
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357,047 |
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361,116 |
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Total assets |
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53,915,722 |
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48,495,187 |
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Liabilities: |
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Payable for investments purchased |
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419,674 |
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278,067 |
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Total liabilities |
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419,674 |
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278,067 |
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Net assets available for benefits |
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$ |
53,496,048 |
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$ |
48,217,120 |
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The accompanying notes are an integral part of these financial statements.
IBM 401(k) PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,
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2017 |
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(Dollars in thousands) |
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Additions to net assets attributed to: |
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Investment income: |
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Net appreciation in fair value of investments (Note 3) |
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$ |
5,651,167 |
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Interest income from investments (Note 5) |
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396,637 |
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Dividends |
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605,346 |
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6,653,151 |
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Interest income on notes receivable from participants |
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10,175 |
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Contributions: |
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Participants |
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1,089,325 |
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Employer |
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618,548 |
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1,707,873 |
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Transfer from acquired company benefit plans |
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322,379 |
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Total additions |
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8,693,578 |
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Deductions from net assets attributed to: |
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Distributions to participants |
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3,371,276 |
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Administrative expenses, net |
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43,373 |
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Total deductions |
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3,414,649 |
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Net increase in net assets during the year |
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5,278,928 |
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Net assets available for benefits: |
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Beginning of year |
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48,217,120 |
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End of year |
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$ |
53,496,048 |
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The accompanying notes are an integral part of these financial statements.
IBM 401(k) PLUS PLAN
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the IBM 401(k) Plus Plan (the Plan) provides only general information. Participants should refer to the Plan prospectus (Summary Plan Description) for a complete description of the Plans provisions.
General
The Plan was established by resolution of International Business Machines Corporations Retirement Plans Committee (the Committee) effective July 1, 1983 and Plan assets are held in trust for the benefit of its participants. The Plan offers all eligible active, full-time and part-time regular and long-term supplemental United States (U.S.) employees of International Business Machines Corporation (IBM) and certain of its domestic related companies and partnerships an opportunity to defer from one to eighty percent of their eligible compensation for before-tax 401(k) and/or Roth 401(k) contributions to any of 34 primary investment funds and about 165 mutual funds in an Expanded Choice - Mutual Funds tier. The investment objectives of the primary funds are described in Note 6, Description of Investment Funds. In addition, participants are able to contribute up to ten percent of their eligible compensation on an after-tax basis. Annual contributions are subject to the legal limits permitted by Internal Revenue Service (IRS) regulations.
Participants have the choice to enroll in Managed Accounts, an account management service provided by Financial Engines for a fee which is deducted from the participants account.
At December 31, 2017 and 2016, the number of participants with an account balance in the Plan was 186,303 and 186,290, respectively.
Participants are provided the choice to enroll in a disability protection program under which a portion of the participants account is used to pay premiums to purchase term insurance (underwritten by Metropolitan Life Insurance Company), which will pay the amount of their before-tax 401(k) contributions, matching contributions, automatic contributions and/or Special Savings Awards into their accounts in the event the participant becomes disabled while insured.
The Plan is dual qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and Section 1081.01(a) of the Puerto Rico Internal Revenue Code, as amended (the PRIRC). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Administration
The Plan is administered by the Committee, which appointed certain officials of IBM to assist in administering the Plan. The Committee appointed State Street Bank and Trust Company (SSBT), as Trustee, to safeguard the assets of the funds and State Street Global Advisors (SSGA), the institutional investment management affiliate of SSBT, The Vanguard Group and other investment managers to direct investments in the various funds. Fidelity Workplace Services LLC (Fidelity) is the provider of record keeping and participant services, operator of the IBM Employee Services Center for the Plan in Raleigh, North Carolina as well as the provider of administrative services related to the Expanded Choice - Mutual Funds tier. Communication services are provided by Fidelity as well as The Vanguard Group.
Contributions
Generally, IBM employer contributions are based upon the IBM pension formula for which the employee was eligible on December 31, 2007, or on hire date on or after January 1, 2005. If a participants IBM Personal Pension Plan eligibility as of December 31, 2007 was (1) the Pension Credit Formula, the participant is eligible to receive a 6 percent matching contribution and a 4 percent automatic contribution; or (2) the Personal Pension Account, the participant is eligible to receive a 6 percent matching contribution and a 2 percent automatic contribution. Generally if the participant was hired or rehired on or after January 1, 2005, and is not in one of the job families described below, then the participant is eligible for a 5 percent employer matching contribution and 1 percent automatic contribution. If a participant is in any one of the following categories: (1) GBS Application Development Specialist Job Family hired or rehired on or after April 15, 2013; (2) Multi Vendor Service Representative hired or rehired on or after April 1, 2015; (3) Systems Services Representative hired or rehired on or after November 1, 2015; or (4) is in one of the following job families in IBM GTS Infrastructure Services on or after January 1, 2016 (a) IT Specialist; (b) Technical Services; (c) Project Management (excluding Project Executives and
Delivery Project Executives); (d) Enterprise Operations; and (e) Product Services, then the participant is eligible for a 2 percent matching contribution and a 1 percent automatic contribution.
A contribution equal to five percent of eligible compensation (referred to as a Special Savings Award) will be added to the accounts of participants who are non-exempt employees at each year-end, determinable on December 15, who participated in the Pension Credit Formula as of December 31, 2007 and have been continuously employed by IBM since that date. The Special Savings Award will be contributed to eligible participants on the last business day of the year.
Newly hired employees are automatically enrolled at five percent of eligible salary and performance pay after approximately thirty days of employment with IBM, unless they elect otherwise. New hires become eligible for the IBM automatic contribution and the IBM matching contribution after completing the applicable service requirement, which generally is one year. GBS Application Development Specialist Job Family hires, Multi Vendor Service Representative hires on or after April 1, 2015 and Systems Services Representative hires on or after November 1, 2015 have a service requirement of two years. GBS Entry Professional Hires on or after April 1, 2015 shall become eligible for these employer contributions only upon promotion.
Matching and automatic contributions are made once annually at the end of the year. In order to receive such IBM employer contributions each year, a participant must be employed on December 15 of the plan year, and meet all eligibility requirements. However, if a participant separates from service prior to December 15:
· has completed certain service and/or age requirements,
· due to a business transaction (including a divestiture, outsourcing or similar transaction) and the participant accepts employment with the buyer, or
· due to death,
then the participant will be eligible to receive matching and automatic contributions for which they are eligible, following separation from service.
Eligible compensation under the Plan includes regular salary, commissions, overtime, shift premium and similar additional compensation payments for nonscheduled workdays, recurring payments under an employee variable compensation plan, regular IBM Short-Term Disability Income Plan payments, holiday pay and vacation pay, and payments made under any executive incentive compensation plan. Non-recurring compensation, such as awards, deal team payments and significant signing bonuses are not eligible compensation and cannot be deferred under the Plan.
Participants are able to choose to have their contributions invested entirely in one of, or in any combination of, the following funds or in the Expanded Choice - Mutual Funds tier funds, in multiples of one percent. If participants do not make an investment election, then contributions will be invested in the default Target Date fund that most closely corresponds to the year in which they will reach age 60.
These funds and their investment objectives are more fully described in Note 6, Description of Investment Funds.
All-in-One Life Cycle Funds
Target Retirement 2010 Fund
Target Retirement 2015 Fund
Target Retirement 2020 Fund
Target Retirement 2025 Fund
Target Retirement 2030 Fund
Target Retirement 2035 Fund
Target Retirement 2040 Fund
Target Retirement 2045 Fund
Target Retirement 2050 Fund
Target Retirement 2055 Fund
Income Plus Fund
Conservative Fund
Moderate Fund
Aggressive Fund
Core Building Block Funds
Interest Income Fund
Inflation Protected Bond Fund
Total Bond Market Fund
High Yield and Emerging Markets Bond Fund
Total Stock Market Index Fund
Total International Stock Market Index Fund
Global Real Estate Stock Index Fund
Expanded Choice Institutional Funds
Long-Term Corporate Bond Fund
Large Company Index Fund
Large-Cap Value Index Fund
Large-Cap Growth Index Fund
Small/Mid-Cap Stock Index Fund
Small-Cap Value Index Fund
Small-Cap Growth Index Fund
European Stock Index Fund
Pacific Stock Index Fund
Emerging Markets Stock Index Fund
Real Estate Investment Trust Index Fund
International Real Estate Index Fund
IBM Stock Fund
The Plan participants also have access to the Expanded Choice - Mutual Funds tier investment options.
Participants may change their deferral percentage and investment selection for future contributions at any time. The changes will take effect for the next eligible pay cycle if the request is completed before the applicable cutoff date. Also, participants may transfer part or all of existing account balances among funds in the Plan once daily, subject to the Plan restrictions on trading.
The Committee is committed to preserving the integrity of the Plan as a long-term savings vehicle for its employees. Frequent, short-term trading that is intended to take advantage of pricing lags in funds can harm long-term investors, or increase trading expenses in general. Therefore, the Plan has implemented frequent trading transaction restrictions and reserves the right to take other appropriate action to curb short-term transactions (buying/selling).
Participant Accounts
The Plan record keeper maintains an account in the name of each participant to which each participants contributions and share of the net earnings, losses and expenses, if any, of the various investment funds are recorded. The earnings on the assets held in each of the funds and all proceeds from the sale of such assets are held and reinvested in the respective funds.
Participants may transfer rollover contributions of before-tax and Roth 401(k) amounts from other qualified savings plans or Individual Retirement Accounts into their Plan account. Rollovers must be made in cash within the time limits specified by the IRS; stock or in-kind rollovers are not accepted. These rollovers are limited to active employees on the payroll of IBM (or affiliated companies) who have existing accounts in the Plan. Retirees are not eligible for such rollovers, except that a retiree or separated employee who has an existing account in the Plan may roll over a lump-sum distribution from an IBM-sponsored qualified retirement plan, including the IBM Personal Pension Plan. After-tax amounts may also be directly rolled over into the Plan from another qualified savings plan.
On each valuation date, the unit/share value of each fund is determined by dividing the current investment value of the assets in that fund on that date by the number of units/shares in the fund. The participants investment value of assets equals the market value of assets for all funds except the Interest Income Fund for which the participants investment value of assets equals the contract value of assets. In determining the unit/share value, new contributions that are to be allocated as of the valuation date are excluded from the calculation. On the next day, the cash related to new contributions is transferred into the fund and the number of additional units to be credited to a participants account for each fund, due to new contributions, is equal to the amount of the participants new contributions to the fund divided by the prior nights unit value.
Contributions (with the exception of after-tax contributions and Roth 401(k) contributions) made to the Plan, as well as interest, dividends, or other earnings of the Plan are generally not included in the taxable income of the participant until withdrawal, at which time all earnings and contributions withdrawn generally are taxed as ordinary income to the participant. Additionally, withdrawals of pre-tax contributions by the participant before attaining age 59 1/2 generally are subject to a penalty tax of 10 percent. After-tax contributions made to the Plan are not tax deferred, but are taxable income prior to the participant making the contribution. Any interest, dividends or other earnings on the after-tax contributions are generally not included in the taxable income of the participant until withdrawal, at which time all earnings withdrawn are generally taxed as ordinary income to the participant. Any distribution of earnings on after-tax contributions that are withdrawn by the participant before attaining age 59 1/2 generally are subject to a penalty tax of 10 percent. Roth 401(k) contributions are not tax deferred, but are taxable income prior to the participant making the contribution. Interest, dividends or other earnings on Roth 401(k) contributions may not be taxable at withdrawal provided the participant has met the applicable rules.
Consistent with provisions established by the IRS, the Plans 2017 limit on employee salary and performance pay deferrals was $18,000. Participants who were age 50 or older during 2017 could take advantage of a higher 401(k) contribution limit of $24,000. The 2017 maximum annual deferral amount for employees residing in Puerto Rico was limited by local government regulations to $18,000. Puerto Rico participants who were age 50 or older in 2017 could take advantage of a higher contribution limit of $19,500.
Vesting
Participants in the Plan are at all times fully vested in their account balance, including employee contributions, employer contributions and earnings thereon, if any.
Distributions
Participants who have terminated employment or are eligible for in-service distributions (e.g. have reached age 59 ½) may request ad hoc distributions ($500 minimum) or a full distribution.
In addition, participants who (1) terminate employment with at least 30 years of IBM service, (2) become eligible for benefits under the IBM Long-Term Disability Plan or the IBM Medical Disability Income Plan, or (3) are age 55 or older at the time installments begin, may also elect to receive the balance of their account in annual, quarterly or monthly installments. Eligible participants may request installments over a fixed period of time or at a flat dollar amount ($500 minimum per period for a flat dollar election). Distributions are subject to the required minimum distribution rules for participants who have reached age 70 ½.
Withdrawals for financial hardship are permitted provided they are for an immediate and significant financial need, and the distribution is necessary to satisfy that need. Employees are required to fully use the Plan loan program, described below, before requesting a hardship withdrawal. Only an employees contributions are eligible for hardship withdrawal; earnings on before-tax 401(k) and Roth 401(k), and IBM contributions (match, automatic, transition credits and Special Savings Award) are not eligible for withdrawal. Employees must submit evidence of hardship to the record keeper who will determine whether the situation qualifies for a hardship withdrawal based on guidance from the Plan administrator. A hardship withdrawal is taxed as ordinary income to the employee and may be subject to the 10 percent additional tax on early distributions.
If the participant dies and is married at the time of death, the participants spouse must be the beneficiary of the participants Plan account, unless the participants spouse has previously given written, notarized consent to designate another person as beneficiary. If the participant marries or remarries, any prior beneficiary designation is canceled and the spouse automatically becomes the beneficiary. If the participant is single, the beneficiary may be anyone previously designated by the participant under the Plan. In the absence of an effective designation under the Plan at the time of death, the proceeds normally will be paid in the following order: the participants spouse, the participants children in equal shares, or to surviving parents equally. If no spouse, child, or parent is living, payments will be made to the executors or administrators of the participants estate.
After the death of a participant, an account will be established for the participants beneficiary. If the beneficiary is a spouse or domestic partner, the beneficiarys account may be maintained in the Plan, subject to IRS required minimum distributions. If the beneficiary is neither a spouse nor a domestic partner, the account will be paid to the beneficiary in a lump sum. Beneficiaries may roll over distributions from the Plan.
Participant Loans
Participants may borrow up to one-half of the value of their account balance, not to exceed $50,000, within a twelve month period. Loans will be granted in $1 increments subject to a minimum loan amount of $500. Participants are limited to two simultaneous outstanding Plan loans. Repayment of a loan is made through semi-monthly payroll deductions. Loans originated under the Plan have a repayment term of one to four years for a general purpose loan or one to ten years for a primary residence loan. There are a limited number of outstanding loans originated under acquired company plans that were merged into the Plan having repayment terms greater than 10 years and up to a maximum term of 30 years. The loans originated under the Plan bear a fixed rate of interest, set quarterly, for the term of the loan, determined by the plan administrator to be 1.25 points above the prime rate. The interest is credited to the participants account as the semi-monthly repayments of principal and interest are made. Interest rates on outstanding loans at December 31, 2017 and 2016 ranged from 3.25 percent to 10.75 percent.
Participants may prepay the entire remaining loan principal at any time. Employees on an approved leave of absence may elect to make scheduled loan payments directly to the Plan. Participants may continue to contribute to the Plan while having an outstanding loan. A loan default is a taxable event to the participant and will be reported as such in the year of the loan default.
Participants who retire or separate from IBM and have outstanding Plan loans may make loan repayments via coupon payments or Automated Clearing House (ACH) deductions to continue monthly loan repayments according to their original amortization schedule.
Termination of Service
If the value of a participants account is $1,000 or less, it will be distributed to the participant in a lump-sum payment following the termination of the participants employment with IBM. If the account balance is greater than $1,000 at the time of separation, the participant may defer distribution of the account until age 70 ½.
Termination of the Plan
IBM reserves the right to terminate this Plan at any time by action of the Board of Directors of IBM. In that event, each participant or beneficiary receiving or entitled to receive payments under the Plan would receive the balance of the account at such time and in accordance with applicable law and regulations. In the event of a full or partial termination of the Plan, or upon complete discontinuance of contributions under the Plan, the rights of all affected participants in the value of their accounts would be non-forfeitable.
Risks and Uncertainties
Investment securities are exposed to various risks, such as interest rate and foreign currency movements, credit quality changes and overall market volatility. Interest rate risk is the risk of change in the market value of the assets due to a change in interest rates. Foreign currency risk is the risk of a change in market value due to the change in foreign currency exchange rates. Credit risk is the risk of change in the market value of assets due to the change in creditworthiness of the underlying issuer. Market risk is the possibility of losses due to factors that affect the overall performance of the financial markets. 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 reasonably possible that changes in risks in the near term could materially affect participants account balances and the amounts reported in the statement of net assets available for benefits. The Plan provides for various investment options in the form of mutual funds, commingled funds or separately-managed funds. These funds invest in equities, fixed income securities, synthetic guaranteed investment contracts (synthetic GICs), a separate account guaranteed investment contract (separate account GIC) and derivative contracts. The Plan is potentially exposed to credit loss in the event of non-performance by the companies with whom the Plan entered into the synthetic GICs and a separate account GIC. However, the Committee does not anticipate non-performance by these companies at this time.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are prepared under the accrual basis of accounting, except distributions, which are recorded when paid. Investments held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Notes receivable from participants are measured at their unpaid principal balance plus any accrued interest. Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior year amounts have been reclassified to conform to the current year presentation. This is annotated where applicable.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Valuation of Investments
Investments are stated at fair value (except for fully benefit-responsive investment contracts, which are stated at contract value). Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Plan is required to classify certain assets and liabilities based on the following fair value hierarchy:
· Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date;
· Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
· Level 3 Unobservable inputs for the asset or liability.
The guidance requires the use of observable market data if such data is available without undue cost and effort.
Assets are classified within the fair value hierarchy according to the lowest level input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs. A security that is categorized as Level 3 is valued using the last available market price or a price from an alternate pricing source. The valuation methodology is applied consistently from period to period.
Certain investments are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient. These investments include commingled funds which may include 103-12 investments, common collective trusts and pooled separate accounts which are typically valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus liabilities and divided by the number of shares or units outstanding. In accordance with accounting guidance, these investments have not been classified in the fair value hierarchy. Refer to note 2, Standards Implemented. Generally, mutual funds have a quoted market price in an active market and are classified as Level 1.
Common stocks, certain mutual funds and financial derivative instruments, such as futures contracts or options contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the New York Stock Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments.
Fixed income investments are valued on the basis of valuations furnished by Trustee-approved independent pricing services. These services determine valuations for normal institutional-size trading units of such securities using models or matrix pricing, which incorporates yield and/or price with respect to bonds that are considered comparable in characteristics such as rating, interest rate and maturity date and quotations from bond dealers to determine current value. If these valuations are deemed to be either not reliable or not readily available, the fair value will be determined in good faith by the Trustee.
Over-the-counter derivatives are typically valued using proprietary pricing models that use readily observable market parameters that are actively quoted and can be validated to external sources, including industry pricing services. Depending on the types and contractual terms of derivatives, fair value can be modeled using a series of techniques, such as the Black-Scholes option pricing model, simulation models or a combination of various models, which are consistently applied. Where derivative products have been established for some time, the Plan uses models that are widely accepted in the financial services industry. These models reflect the contractual terms of the derivatives, including the period to maturity, and market-based parameters such as interest rates, volatility and the credit quality of the counterparty. Further, many of these models do not contain a high level of subjectivity, as the methodologies used in the models do not require significant judgment, and inputs to the model are readily observable from actively quoted markets, as is the case for plain vanilla interest rate swaps, option contracts and credit default swaps.
Short-term interest bearing cash securities are valued at amortized cost, which includes cost and accrued interest and approximates fair value. Short-term investments represent securities with original maturities of one year or less. These assets are classified as Level 1 or Level 2.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Security Transactions and Related Investment Income
Security transactions are accounted for as of trade date. Realized gains/losses on investment transactions are determined using the specific identification method. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis.
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net change in the fair value of its investments, which consists of realized gains and losses and the unrealized appreciation and depreciation on those investments.
Administrative Expenses and Investment Management Fees
Participants pay for administrative expenses of the Plan which are included in each funds expense ratio. These costs include (a) investment management, custody and benefit responsive investment contract fees which are charged to the applicable funds, and, (b) operational expenses required for administration of the Plan including trustee and recordkeeping which are charged against the funds assets on a pro rata basis throughout the year. Operational expenses related to balances in the Expanded Choice - Mutual Funds are deducted from participant account balances. Brokerage fees and commissions are included in the cost of investments and in determining net proceeds on sales of investments. Investment management, custodial and administrative fees for commingled trusts and mutual funds are charged based on a percentage of net asset value and are paid from the assets of the respective funds.
Revenue Sharing
Certain fund families may pass a portion of their fees to Fidelity as provider of recordkeeping services for the Plan. In addition, Fidelity attributes a certain portion of Fidelity mutual fund expenses to recordkeeping. Participants invested in mutual funds that have such arrangements (currently Dodge & Cox and Fidelity) will receive a credit based on their investment in those funds, if the participant has an account balance in the Plan when the credit is calculated. Following each quarter-end (currently within 30 days of quarter-end), a pro rata share of the fees received from the mutual fund will be allocated to the participants account, based on the participants investment in the mutual fund. The amount allocated will be used to purchase additional shares of the mutual fund to which the credit relates. Any revenue sharing that is attributable to a participant who no longer has an account in the Plan will be used to reduce future Plan expenses.
Managed Accounts Fees - Participant Credit
Effective January 1, 2017, participants who elect to participate in the Managed Account service currently provided by Financial Engines for all or a portion of the plan year, may be eligible for a credit based on fees paid for the Managed Accounts service during such plan year. As the recordkeeper to the plan, Fidelity receives compensation from Financial Engines to administer the Managed Accounts program, and a portion of such compensation may be credited to participants. If a credit is made, participants whose accounts were charged the Managed Accounts fees for the applicable year, will receive a proportional amount based upon the fees that they paid. The credit, if any, will be paid to participants account the following year. The amount allocated will be reinvested in the participants account according to the participants contribution elections. In order to be eligible for such credit, participants must have an account balance on the date such credit is made. Any credit that is attributable to a participant who no longer has an account in the Plan will be used to reduce future Plan administration expenses.
Standards Implemented
In May 2015, the Financial Accounting Standards Board amended guidance for reporting investments in certain entities that calculate net asset value per share (or its equivalent) so that entities will no longer be required to categorize these investments in the fair value hierarchy. The guidance was effective for the year ending December 31, 2016 with early adoption permitted. The Plan adopted the guidance during 2016, on a retrospective basis. Refer to Note 3, Investments, on pages 13 15 for additional information.
NOTE 3 INVESTMENTS
The following tables set forth by level, within the fair value hierarchy, the Plans investments at fair value at December 31, 2017 and 2016.
Investments at Fair Value as of December 31, 2017
(Dollars in Thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Equity: |
|
|
|
|
|
|
|
|
| ||||
Equity mutual funds |
|
$ |
4,437,655 |
|
$ |
|
|
$ |
|
|
$ |
4,437,655 |
|
IBM Corporation common stock |
|
1,278,770 |
|
|
|
|
|
1,278,770 |
| ||||
Equity securities |
|
5,993,634 |
|
4,001,389 |
|
1,421 |
|
9,996,444 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Fixed income: |
|
|
|
|
|
|
|
|
| ||||
Government securities |
|
|
|
4,360,940 |
|
|
|
4,360,940 |
| ||||
Corporate bonds |
|
|
|
1,755,672 |
|
70 |
|
1,755,742 |
| ||||
Mortgage and asset-backed securities |
|
|
|
84,850 |
|
|
|
84,850 |
| ||||
Fixed income mutual funds |
|
1,345,755 |
|
|
|
|
|
1,345,755 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
22,692 |
|
671 |
|
|
|
23,363 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Derivatives |
|
1,604 |
|
2,475 |
|
|
|
4,080 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other mutual funds |
|
1,094,903 |
|
|
|
|
|
1,094,903 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Subtotal |
|
14,175,013 |
|
10,205,997 |
|
1,491 |
|
24,382,501 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Investments measured at net asset value using the NAV practical expedient (1) |
|
|
|
|
|
|
|
20,090,326 |
| ||||
Total investments at fair value |
|
$ |
14,175,013 |
|
$ |
10,205,997 |
|
$ |
1,491 |
|
$ |
44,472,827 |
|
(1) Investments measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient, includes commingled funds, hedge funds, private equity and real estate partnerships. Commingled funds may include 103-12 investments, common collective trusts, and pooled separate accounts.
There were no material transfers into or out of Level 3 for the period ending December 31, 2017 and therefore a Level 3 roll forward is not presented.
Investments at Fair Value as of December 31, 2016
(Dollars in Thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Equity: |
|
|
|
|
|
|
|
|
| ||||
Equity mutual funds |
|
$ |
3,497,409 |
|
$ |
|
|
$ |
|
|
$ |
3,497,409 |
|
IBM Corporation common stock |
|
1,460,288 |
|
|
|
|
|
1,460,288 |
| ||||
Equity securities |
|
5,462,599 |
|
3,166,148 |
|
704 |
|
8,629,451 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Fixed income: |
|
|
|
|
|
|
|
|
| ||||
Government securities |
|
|
|
4,437,222 |
|
|
|
4,437,222 |
| ||||
Corporate bonds |
|
|
|
1,489,215 |
|
1,479 |
|
1,490,693 |
| ||||
Mortgage and asset-backed securities |
|
|
|
70,044 |
|
|
|
70,044 |
| ||||
Fixed income mutual funds |
|
1,327,053 |
|
|
|
|
|
1,327,053 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
28,398 |
|
8,297 |
|
|
|
36,695 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Derivatives |
|
(1,017 |
) |
(2,278 |
) |
|
|
(3,295 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Other mutual funds |
|
870,384 |
|
|
|
|
|
870,384 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Subtotal |
|
12,645,114 |
|
9,168,648 |
|
2,183 |
|
21,815,945 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Investments measured at net asset value using the NAV practical expedient (1) |
|
|
|
|
|
|
|
17,448,089 |
| ||||
Total investments at fair value |
|
$ |
12,645,114 |
|
$ |
9,168,648 |
|
$ |
2,183 |
|
$ |
39,264,034 |
|
(1) Investments measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient, includes commingled funds, hedge funds, private equity and real estate partnerships. Commingled funds may include 103-12 investments, common collective trusts, and pooled separate accounts.
There were no material transfers into or out of Level 3 for the period ending December 31, 2016 and therefore a Level 3 roll forward is not presented.
Transfers between Levels
The Plans policy is to recognize transfers in and transfers out at the beginning of the period. For the year ended December 31, 2017, $72.2 million in equity securities were transferred from Level 2 to Level 1. In 2017, these securities were valued based on quoted prices in active markets and therefore were classified as Level 1. For the year ended December 31, 2017, there were no material transfers from Level 1 to Level 2 and no material transfers into or out of Level 3. For the year ended December 31, 2016, $6.6 million in equity securities were transferred from Level 2 to Level 1. In 2016, these securities were valued based on quoted prices in active markets and therefore were classified as Level 1. For the year ended 2016, there were no material transfers from Level 1 to Level 2 and no material transfers into or out of Level 3.
Fair Value of Investments that Calculate Net Asset Value
The following table summarizes investments measured at fair value based on net asset value per share at December 31, 2017 and 2016, respectively:
Investments at fair value: |
|
2017 |
|
2016 |
| ||
|
|
(Dollars in thousands) |
| ||||
|
|
|
|
|
| ||
Equity funds |
|
$ |
17,671,731 |
|
$ |
15,274,471 |
|
Other funds |
|
1,490,290 |
|
1,238,215 |
| ||
Short-term Investment funds |
|
928,305 |
|
935,403 |
| ||
Total investments measured at net asset value using the NAV practical expedient |
|
$ |
20,090,326 |
|
$ |
17,448,089 |
|
Generally, under ordinary market conditions, investments in the funds included in the table above provide daily market liquidity to Plan participants and the Plan, facilitating daily participant transactions (issuances and redemptions). Investment in some of these funds may be subject to redemption restrictions at the funds discretion in limited situations including, but not limited to, a major market event, closure of a market on which any significant portion of the assets of the fund are invested, a situation deemed to be an emergency by the fund, and a situation in which price or value of the assets cannot be promptly and accurately ascertained. At December 31, 2017 and 2016, no funds were subject to redemption restrictions.
NOTE 4 DERIVATIVES
In accordance with the investment strategy of the separately-managed funds, investment managers execute transactions in various derivative instruments. These derivative instruments include swaps, options, bond and equity futures and forward contracts. The fund uses derivatives to obtain synthetic exposure and for risk management purposes, which involves risks such as credit risk.
Derivative instruments are carried at fair value. The net fair value of derivative financial instruments was an asset of $4.1 million (Assets $7.8 million and Liabilities $3.7 million) and a liability of $3.3 million (Assets $6.4 million and Liabilities $9.7 million) as of December 31, 2017 and 2016, respectively. The gross notional amount of derivative financial instruments reported in Investments, at fair value within the Statement of Net Assets Available for Benefits was $742 million and $729 million as of December 31, 2017 and 2016, respectively.
NOTE 5 INVESTMENT CONTRACTS
The Plan entered into benefit-responsive synthetic GICs and a separate account GIC (together, the Investment Contracts) for the Interest Income Fund (the Fund), with various third parties, i.e., insurance companies and banks.
A synthetic GIC provides for a fixed return on principal over a specified period of time, e.g., a quarterly crediting rate. Third parties issue these investment contracts, which are backed by underlying assets owned by the Plan. A separate account GIC also provides for a fixed return on principal and these investment contracts are funded by contributions, which are held in separate accounts at the third party established for the sole benefit of the Fund participants. Both types of investment contracts are meant to be fully benefit-responsive. Participants transact at contract value, which represents contributions plus interest earned based on a formula called the crediting rate. The crediting rate formula smooths and decreases differences over time between the market value of the covered assets and the contract value. The crediting rate is most impacted by the change in the annual effective yield to maturity of the underlying securities, but is also affected by changes in general level of interest rates, administrative expenses and cash flows into or out of the contract. The difference between the contract value and the market value of the covered assets is amortized over time as determined by the terms of the contract, typically the Investment Contracts actual or benchmark duration. A change in duration of the covered assets or benchmark from reset period to reset period can affect the timing with which any difference is amortized. Crediting rates are reset quarterly or more often if deemed appropriate. The Investment Contracts provide a guarantee that the crediting rate will not fall below zero percent.
The Investment Contracts crediting rate, and hence the Funds return, may be affected by many factors, including purchases and redemptions by participants. The precise impact on the Investment Contracts 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 the 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 the Funds return, and redemptions by existing participants will tend to increase the crediting rate and the Funds return. If the market value of the covered assets is less than the contract value, the crediting rate will ordinarily be lower than the yield of the covered assets. Under these circumstances, cash from new investors will tend to increase the crediting rate and the Funds return, and redemptions by existing participants will tend to decrease the crediting rate and the Funds return. If the Investment Contracts experiences significant redemptions when the market value is below the contract value, the Investment Contracts crediting rate may be reduced significantly, to a level that may not be competitive with other investment options. If redemptions continued, the crediting rate could be reduced to zero. If the Investment Contracts have insufficient covered assets to meet redemption requests, the Fund would require payments from the Investment Contracts issuer to pay further participant redemptions.
The Fund and the Investment Contracts purchased for the Fund are designed to pay all participant-initiated transactions at contract value. Participant-initiated transactions are those transactions allowed by the provisions of the Plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the Plan). However, the Investment Contracts may limit the ability of the Fund to transact at contract value upon the occurrence of certain events. At this time, the occurrence of any of these events is not probable. These events include:
· The Plans failure to qualify under Section 401(a) or Section 401(k) of the Internal Revenue Code.
· The establishment of a defined contribution plan that competes with the Plan for employee contributions.
· Any substantive modification of the Plan or the administration of the Plan that is not consented to by the investment contract 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 Funds 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 of previously eligible employees from eligibility in the Plan.
· Any significant retirement program, group termination, group layoff, facility closing or similar program.
· Any transfer of assets from the Fund directly to a competing option, if such transfers are prohibited.
· Bankruptcy of the plan sponsor or other plan sponsor events which cause a significant withdrawal from the Plan.
An investment contract issuer may terminate a contract at any time. In the event that the market value of the covered assets is below the contract value at the time of such termination, the Plan may elect to keep a contract in place to allow for the convergence of the market value and the contract value. An investment contract issuer may also terminate a contract if certain terms of the Investment Contract fail to be met.
Investment Contracts generally impose conditions on both the Plan and the issuer. If an event of default occurs and is not remediated, the non-defaulting party may terminate the contract. The following may cause the Plan to be in default: a breach of material obligation under the contract; a material misrepresentation; or a material amendment to the Plan agreement. The issuer may be in default if it breaches a material obligation under the investment contract; makes a material misrepresentation; is acquired or reorganized. If, in the event of default of an issuer, the Fund were unable to obtain a replacement investment contract, the Fund may experience losses if the market value of the Plans assets no longer covered by the contract is below contract value. The Fund may seek to add additional issuers over time to diversify the Funds
exposure to such risk, but there is no assurance the Fund will be able to do so. The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Fund unable to maintain contract value. The terms of an Investment Contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments. Generally, payments will be made pro-rata, based on the percentage of investments covered by each issuer. Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default. If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Plan to the extent necessary for the Plan to satisfy outstanding contract value withdrawal requests. Contract termination also may occur by either party upon election and notice as agreed to under the terms of the contract.
The following table provides the disaggregation of contract value between types of Investment Contracts held by the Plan.
Investment Contracts at December 31, |
|
2017 |
|
2016 |
| ||
|
|
(Dollars in thousands) |
| ||||
Contract value: |
|
|
|
|
| ||
Synthetic GICs |
|
$ |
7,283,455 |
|
$ |
7,272,966 |
|
Separate account GICs |
|
1,637,414 |
|
1,597,071 |
| ||
Total Investment Contracts |
|
$ |
8,920,870 |
|
$ |
8,870,037 |
|
NOTE 6 - DESCRIPTION OF INVESTMENT FUNDS
The objectives of the thirty-four primary investment funds in which participants could invest in 2017 are described below:
All in One Life Cycle Funds
The All in One Life Cycle funds reflect a portfolio of diversified investments - U.S. stocks, international stocks, real estate equity stocks and fixed-income investments - from the existing core funds noted below, plus a balanced exposure fund and a commodities fund (not available to participants as standalone offerings). These funds offer a convenient low-cost way to achieve diversification, professional investment management and periodic rebalancing as needed. The funds are structured by the IBM Retirement Fund organization and managed by the underlying funds managers.
The Target Retirement Funds offer portfolios with asset allocations designed for varying retirement dates or the year in which one expects to start drawing on their retirement assets. The portfolios are offered in five year increments from 2010 to 2055, with the 2030 through 2055 funds providing a significantly higher allocation to stocks. As a fund draws closer to its associated target date, the fund will automatically shift toward a more conservative risk level by reducing its allocation to stocks. Each funds reduction to stocks continues through its target date for another 10 years, until the funds allocation and risk profile matches that of the Income Plus Fund and will subsequently be merged into the Income Plus Fund. The Target Retirement funds assume a retirement age of 60.
The asterisks below denote that the investment in the balanced exposure and commodities funds is considered part of the allocation to stocks.
· Target Retirement 2010 Fund - seeks returns that outpace inflation over the long term. Target asset allocation between stocks and bonds is 34% stocks*, 66% bonds.
· Target Retirement 2015 Fund - seeks returns that outpace inflation over the long term. Target asset allocation between stocks and bonds is 47% stocks*, 53% bonds.
· Target Retirement 2020 Fund - seeks relatively high returns at a moderate risk level. Target asset allocation between stocks and bonds is 59% stocks*, 41% bonds.
· Target Retirement 2025 Fund - seeks relatively high returns at a moderate risk level. Target asset allocation between stocks and bonds is 71% stocks*, 29% bonds.
· Target Retirement 2030 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 82% stocks*, 18% bonds.
· Target Retirement 2035 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 91% stocks*, 9% bonds.
· Target Retirement 2040 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 93% stocks*, 7% bonds.
· Target Retirement 2045 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 93% stocks*, 7% bonds.
· Target Retirement 2050 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 93% stocks*, 7% bonds.
· Target Retirement 2055 Fund - seeks high returns over the long term. Target asset allocation between stocks and bonds is 93% stocks*, 7% bonds.
The Target Risk Funds have a preset mix of stock and fixed income investments in order to provide broad diversification at four given levels of exposure to equities. The preset mix of each Target Risk Fund is not expected to change over time.
· Income Plus Fund - target allocation: 28% stocks*, 72% bonds; seeks returns that modestly but fairly consistently outpace inflation.
· Conservative Fund - target allocation: 50% stocks*, 50% bonds; seeks returns that moderately outpace inflation over the long term.
· Moderate Fund - target allocation: 65% stocks*, 35% bonds; seeks relatively high returns at a moderate risk level.
· Aggressive Fund - target allocation: 90% stocks*, 10% bonds; seeks high returns over the long term.
Core Building Block Funds - funds that provide an opportunity to build a portfolio from a selection of broadly diversified U.S. and international stock funds and from funds that track the fixed-income markets.
· Interest Income Fund - seeks to provide income similar to an intermediate-term bond fund with low volatility and to preserve principal. The fund is managed by multiple investment managers.
· Inflation Protected Bond Fund - seeks over the long term to provide a rate of return similar to the Bloomberg Barclays U.S. Treasury Inflation Protected Securities - Series L Index (TIPS). The fund is managed by State Street Global Advisors.
· Total Bond Market Fund - seeks to provide a rate of return similar to its benchmark index (Bloomberg Barclays U.S. Aggregate Bond Index), which consists of a diversified group of U.S. Treasury, federal agency, mortgage-backed, and corporate securities. The fund is managed by Neuberger Berman.
· High Yield and Emerging Markets Bond Fund - seeks to modestly exceed the returns of a customized composite benchmark of 50% U.S. high yield, 25% emerging market bonds issued in local currencies and 25% emerging market bonds issued in U.S. dollars. The fund invests in below investment grade U.S. corporate and emerging market bonds. The fund is managed by multiple investment managers.
· Total Stock Market Index Fund - seeks long-term growth of capital and income with a market rate of return for a diversified group of U.S. equities. It attempts to match the performance of the Dow Jones U.S. Total Stock Market Index. The fund is managed by The Vanguard Group.
· Total International Stock Market Index Fund - seeks long-term capital growth with a market rate of return for a diversified group of non-U.S. equities in such major markets as Europe and Asia plus the emerging markets of the world. It attempts to match the performance of the MSCI All Country World Ex-USA Investable Market Index. The fund is managed by State Street Global Advisors.
· Global Real Estate Index Fund seeks to replicate the returns of a customized composite benchmark of 60% MSCI US REIT Index and 40% FTSE EPRA/NAREIT Developed ex-US Rental Index. The fund is managed by BlackRock Institutional Trust Company.
Expanded Choice Funds Institutional funds that provide an opportunity to build an investment portfolio with funds that are less broadly diversified, focusing instead on discrete sectors of the stock and bond markets.
· Long-Term Corporate Bond Fund - seeks to modestly outperform the return of the Bloomberg Barclays U.S. Long Credit Index. The fund invests in a diversified group of investment grade long-term corporate and local U.S. and non-U.S. government fixed-rate debt issues with maturities of ten years or more. Effective May 2017, the fund is managed by multiple investment managers.
· Large Company Index Fund - seeks long-term growth of capital and income from dividends by holding all the stocks that make up the Standard & Poors 500 Index. The fund is managed by The Vanguard Group.
· Large-Cap Value Index Fund - seeks long-term growth of capital and income from dividends by holding all the stocks in the Russell 1000 Value Index in approximately the same proportion as those stocks represented in the index. The fund is managed by The Vanguard Group.
· Large-Cap Growth Index Fund - seeks long-term growth of capital by holding all the stocks in the Russell 1000 Growth Index in approximately the same proportion as those stocks represented in the index. The fund is managed by The Vanguard Group.
· Small/Mid-Cap Stock Index Fund - seeks long-term growth of capital with a market rate of return from a diversified group of medium- and small-company stocks. The fund holds stocks in the Russell 3000 index that are not part of the Standard and Poors 500 Index and attempts to match the performance of the Russell Small-Cap Completeness Index. The fund is managed by State Street Global Advisors.
· Small-Cap Value Index Fund - seeks long-term growth of capital by attempting to match the performance of the Russell 2000 Value Index. The fund is managed by The Vanguard Group.
· Small-Cap Growth Index Fund - seeks long-term growth of capital by attempting to match the performance of the Russell 2000 Growth Index. The fund is managed by The Vanguard Group.
· European Stock Index Fund - seeks long-term growth of capital by attempting to match the performance of the MSCI Europe Index. The fund is managed by The Vanguard Group.
· Pacific Stock Index Fund - seeks long-term growth of capital by attempting to match the performance of the MSCI Pacific Index. The fund is managed by The Vanguard Group.
· Emerging Markets Stock Index Fund - seeks long-term growth of capital by attempting to match the investment results of the FTSE Emerging Markets All Cap China A Inclusion Index. The fund is managed by The Vanguard Group.
· Real Estate Investment Trust (REIT) Index Fund - seeks a total rate of return approximating the returns of the MSCI U.S. REIT index. Investment consists of U.S. publicly traded real estate equity securities. The fund is managed by BlackRock Institutional Trust Company.
· International Real Estate Index Fund - seeks to replicate the returns of the FTSE EPRA/NAREIT Developed ex-US Rental Index. Investment consists of the international market for securities of companies principally engaged in the real estate industry and other real estate related investments. The fund is managed by BlackRock Institutional Trust Company.
· IBM Stock Fund - invests in IBM common stock and holds a small interest-bearing cash balance of approximately 0.35% for liquidity purposes. The fund is managed by State Street Bank and Trust Company.
IBM 401(k) participants also have access to the Expanded Choice - Mutual Funds tier investments which extend the Plans investment options to include over 100 brand-name mutual funds, most of which are actively managed. This feature
gives more choice to participants who are interested in having a broader range of investment options from which to choose or in investing in brand-name funds.
Securities Lending
The Plan does not currently engage in securities lending for the separate accounts. Securities lending may be permitted in certain commingled funds and in funds within the Expanded Choice - Mutual Funds tier. The prospectus for each fund will disclose if lending is permitted and the risks involved.
NOTE 7 - TAX STATUS
The Trust established under the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 and Section 1081.01 of the Puerto Rico Internal Revenue Code (2011), and the Trustee intends for the Trust to remain dual-qualified in this manner. The Plan received a favorable determination letter from the IRS on February 17, 2017, and received a favorable determination letter from the Hacienda (Puerto Rico) in July 2017 dated August 29, 2016.
Subsequent to the periods covered by the determination letters from the IRS and the Hacienda, the Plan was amended. The Plan administrator and Counsel continue to believe the Plan is designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code and the Puerto Rico Internal Revenue Code (2011).
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements and does not believe this position will change in the next twelve months. The Plan is subject to routine audits by taxing jurisdictions. In the second quarter of 2017, the IRS notified the Plan of its intent to audit the Plan for the 2015 calendar year. The Plan anticipates that this audit will be completed by the end of 2018.
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of:
|
|
December 31, |
| ||||
|
|
2017 |
|
2016 |
| ||
|
|
(Dollars in thousands) |
| ||||
Net assets available for benefits per the financial statements |
|
$ |
53,496,048 |
|
$ |
48,217,120 |
|
Plus: |
|
|
|
|
| ||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts held by the Interest Income Fund |
|
202,286 |
|
214,009 |
| ||
Net assets available for benefits per the Form 5500 |
|
$ |
53,698,334 |
|
$ |
48,431,129 |
|
The following is a reconciliation of investment income per the financial statements to the Form 5500:
|
|
Year Ended |
| |
|
|
(Dollars in thousands) |
| |
Total investment income and interest income on notes receivable from participants per the financial statements |
|
$ |
6,663,326 |
|
Less: |
|
|
| |
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2016 |
|
(214,009 |
) | |
Plus: |
|
|
| |
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2017 |
|
202,286 |
| |
Total investment income per the Form 5500 |
|
$ |
6,651,603 |
|
NOTE 9 - RELATED-PARTY TRANSACTIONS
At December 31, 2017, a significant portion of the Plans assets were managed by SSGA, an affiliate of SSBT. SSBT also acts as the Trustee for the Plan and, therefore, these investments in addition to participant loans qualify as party-in-interest transactions. The Plan also pays a fee to the Trustee. These transactions qualify as party-in-interest transactions as well.
In addition, Fidelity is the provider of administrative services related to the Expanded Choice - Mutual funds as well as an affiliate of the investment manager of Fidelity funds within the Expanded Choice - Mutual funds. Fidelity is also the provider of record keeping and participant services, and the operator of the IBM Employee Services Center for the IBM 401(k) Plus Plan.
At December 31, 2017 and 2016, the Plan held 8,335,090 and 8,797,446 shares of IBM common stock valued at $1,279 million and $1,460 million, respectively. During the year ended December 31, 2017, purchases of IBM common stock by the Plan totaled $227 million and sales of IBM common stock by the Plan totaled $298 million.
IBM 401(k) PLUS PLAN AT DECEMBER 31, 2017
Schedule G, Part I - Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible
|
|
|
|
(c) Detailed description of loan including dates of making and |
|
|
|
Amount received during |
|
(g) Unpaid |
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
Maturity |
|
Interest |
|
Capitalized |
|
(d) Original |
|
reporting year |
|
balance at end |
|
Amount Overdue | ||||
(a)* |
|
(b) Identity and address of Obligor |
|
Security ID |
|
Issue Date |
|
Date |
|
Rate |
|
Interest |
|
amount of loan |
|
(e) Principal |
|
(f) Interest |
|
of year |
|
(h) Principal |
|
(i) Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lehman Brothers Holdings Inc., 745 Seventh Avenue, New York, NY 10019 |
|
524ESC7M6 |
|
12/21/2007 |
|
12/28/2017 |
|
6.75 |
|
|
|
9,850,000 |
|
|
|
|
|
15,833,875 |
|
9,850,000 |
|
5,983,875 |
|
|
Lehman Brothers Holdings Inc., 745 Seventh Avenue, New York, NY 10019 |
|
524ESCXA3 |
|
5/17/2007 |
|
11/30/2056 |
|
5.857 |
|
|
|
1,730,000 |
|
|
|
|
|
2,259,401 |
|
|
|
2,259,401 |
|
|
Sigma Finance Corp., M&C Corp. Services LTD, Box 309GT, Ugland House, South Church St., George Town, Grand Cayman, Grand Cayman Islands |
|
8265Q0XQ0 |
|
6/4/2007 |
|
6/4/2009 |
|
variable |
|
|
|
10,000,000 |
|
23,853 |
|
142 |
|
9,439,900 |
|
9,384,053 |
|
55,847 |
* Party-in-interest
Schedule G, Part I - Overdue Loan Explanation
Investment managers have responsibility for these securities as well as other securities in their portfolio and they have or will take appropriate actions taking into consideration the circumstances surrounding each security and the overall portfolio that they manage.
IBM 401(k) PLUS PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
AT DECEMBER 31, 2017
(a) |
|
(b) Identity of issue, borrower, |
|
(c) Description of investment |
|
(d) Cost |
|
(e) Fair value | |
|
|
|
|
|
|
(n/a) |
|
| |
|
|
IBM Stock Fund |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
* |
|
International Business Machines Corporation |
|
IBM Common Stock 8,335,090 shares |
|
|
|
$ |
1,278,769,508 |
|
|
Managed by State Street Global Advisors |
|
State Street Bank and Trust Company Government Short-Term Investment Fund |
|
|
|
3,107,597 | |
|
|
|
|
|
|
|
|
| |
|
|
Mutual Funds |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Administered by Fidelity |
|
Expanded Choice - Mutual Funds (refer to Exhibit A - investments) |
|
|
|
6,681,312,145 | |
|
|
Vanguard Emerging Markets Stock Index Fund |
|
Vanguard Emerging Markets Stock Index Fund Institutional Plus Shares 1,545,837 shares |
|
|
|
149,312,396 | |
|
|
|
|
|
|
|
|
| |
|
|
Commingled Funds |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Vanguard Employee Benefit Index Fund |
|
Large Company Index |
|
|
|
6,638,062,471 | |
|
|
Vanguard Total Stock Market Index Trust |
|
Total Stock Market Index |
|
|
|
5,972,509,725 | |
|
|
Vanguard Russell 1000 Growth Index Trust |
|
Large Cap Growth Index |
|
|
|
1,400,575,493 | |
|
|
Vanguard Russell 1000 Value Index Trust |
|
Large Cap Value Index |
|
|
|
1,040,915,143 | |
|
|
Vanguard Russell 2000 Growth Index Trust |
|
Small Cap Growth Index |
|
|
|
789,300,197 | |
|
|
Bridgewater All Weather Portfolio III, LTD. |
|
Balanced Fund |
|
|
|
842,350,183 | |
|
|
Vanguard Russell 2000 Value Index Trust |
|
Small Cap Value Index |
|
|
|
761,185,452 | |
|
|
Vanguard European Stock Index Trust |
|
European Stock Index |
|
|
|
562,271,582 | |
|
|
Vanguard Pacific Stock Index Trust |
|
Pacific Stock Index |
|
|
|
404,708,807 | |
|
|
PIMCO Commodities Plus Trust II |
|
Commodity |
|
|
|
365,467,203 | |
|
|
AQR Global Risk Parity Enhanced Liquidity Fund |
|
Balanced Fund |
|
|
|
282,472,187 |
* Party-In-Interest
(a) |
|
(b) Identity of issue, borrower, |
|
(c) Description of investment |
|
(d) Cost |
|
(e) Fair value | |
|
|
|
|
|
|
(n/a) |
|
| |
|
|
Separately-Managed Funds |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Managed by State Street Global Advisors |
|
Small/Mid Cap Stock Index (refer to Exhibit B - investments) |
|
|
|
$ |
4,144,518,809 |
|
|
Managed by State Street Global Advisors |
|
Total International Stock Market Index (refer to Exhibit C - investments) |
|
|
|
4,590,708,654 | |
|
|
Managed by Neuberger Berman Fixed Income |
|
Total Bond Market (refer to Exhibit D - investments) |
|
|
|
3,248,171,124 | |
|
|
Managed by State Street Global Advisors |
|
Inflation Protected Bond (refer to Exhibit E - investments) |
|
|
|
1,861,709,699 | |
|
|
Managed by BlackRock Institutional Trust Company |
|
Real Estate Investment Trust (refer to Exhibit F - investments) |
|
|
|
1,255,769,304 | |
|
|
Managed by BlackRock Institutional Trust Company |
|
International Real Estate Index (refer to Exhibit G -investments) |
|
|
|
436,874,986 | |
|
|
Managed by Pacific Investment Management Company (PIMCO) |
|
High Yield and Emerging Markets Bond (refer to Exhibit H - investments) |
|
|
|
294,132,837 | |
|
|
Managed by JP Morgan Investment Management |
|
High Yield Debt (refer to Exhibit I - investments) |
|
|
|
140,689,815 | |
|
|
Managed by PGIM |
|
Emerging Markets Debt (Refer to Exhibit J - investments) |
|
|
|
139,814,476 | |
|
|
Managed by Western Assets Management Company |
|
Long Credit (Refer to Exhibit K - investments) |
|
|
|
239,722,727 | |
|
|
Managed by Loomis, Sayles and Company |
|
Long Credit (Refer to Exhibit L - investments) |
|
|
|
362,480,767 |
* Party-In-Interest
(a) |
|
(b) Identity of issue, borrower, |
|
(c) Description of investment |
|
(d) Cost |
|
(e) Fair value | |
|
|
|
|
|
|
(n/a) |
|
| |
|
|
Separately-Managed Funds (continued) |
|
|
|
|
|
| |
|
|
Underlying assets managed by various investment companies |
|
Interest Income Fund (refer to Exhibit M - investments) |
|
|
|
$ |
9,880,781,787 |
* |
|
Mass Mutual Life Insurance Company |
|
Synthetic GIC Wrapper Contract, Rate of Interest 3.00% |
|
|
|
| |
|
|
Royal Bank of Canada |
|
Synthetic GIC Wrapper Contract, Rate of Interest 3.29% |
|
|
|
| |
* |
|
State Street Bank and Trust Company |
|
Synthetic GIC Wrapper Contract, Rate of Interest 3.29% |
|
|
|
| |
* |
|
The Prudential Insurance Company of America |
|
Synthetic GIC Wrapper Contract, Rate of Interest 3.04% |
|
|
|
| |
* |
|
New York Life Insurance Company |
|
Synthetic GIC Wrapper Contract, Rate of Interest 2.74% |
|
|
|
| |
* |
|
Metropolitan Life Insurance Company |
|
Separate Account GIC Contract, Rate of Interest 2.68% |
|
|
|
| |
* |
|
Notes receivable from participants |
|
Interest rates range: 3.25% - 10.75% Terms: one to thirty years |
|
|
|
232,133,839 | |
|
|
|
|
|
|
|
|
| |
|
|
Interest-Bearing Cash |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
Managed by State Street Global Advisors |
|
State Street Bank and Trust Company Government Short-Term Investment Fund |
|
|
|
628,768,905 |
* Party-In-Interest
IBM 401(K) PLUS PLAN AT DECEMBER 31, 2017
Schedule H, line 4i-Schedule of Assets (Acquired and Disposed of Within Year)
FOR THE YEAR ENDED DECEMBER 31, 2017
|
|
(b) Identity of issue, borrower, |
|
(c) Description of investment including maturity date, |
|
|
|
(e) Fair | |||
(a) |
|
lessor, or similar party |
|
rate of interest, collateral, par, or maturity value |
|
(d) Cost |
|
value | |||
|
|
|
|
|
|
|
|
(n/a) |
|
| |
|
|
|
|
|
|
Shares/ |
|
|
|
| |
|
|
|
|
|
|
Par Value |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
BANK OF AMERICA SECURITIES LLC |
|
INTEREST-BEARING CASH |
|
10,132,000 |
|
|
|
$ |
10,132,000 |
|
|
CCBPSDUS2 FWBC BNP |
|
INTEREST-BEARING CASH |
|
260,000 |
|
|
|
260,000 | |
|
|
CCNGFIUS2 NOMURA GLOBAL BOC |
|
INTEREST-BEARING CASH |
|
460,000 |
|
|
|
460,000 | |
|
|
CCTORIUS6 TD BANK COC SWCC |
|
INTEREST-BEARING CASH |
|
270,000 |
|
|
|
270,000 | |
|
|
CSHCITSW0 |
|
INTEREST-BEARING CASH |
|
350,000 |
|
|
|
350,000 | |
|
|
FORWARDS CCRDRTUS8 BOC USD |
|
INTEREST-BEARING CASH |
|
300,000 |
|
|
|
300,000 | |
* |
|
FORWARDS JP MORGAN BOC |
|
INTEREST-BEARING CASH |
|
210,000 |
|
|
|
210,000 | |
|
|
FORWARDS MERRILL LYNCH BOC |
|
INTEREST-BEARING CASH |
|
101,000 |
|
|
|
101,000 | |
|
|
FORWARDS ROYAL BANK OF SCOTLAND |
|
INTEREST-BEARING CASH |
|
660,000 |
|
|
|
660,000 | |
|
|
FORWARDS WELLS FARGO BOC |
|
INTEREST-BEARING CASH |
|
553,965 |
|
|
|
553,965 | |
|
|
GOLDMAN SACHS BANK USA COC |
|
INTEREST-BEARING CASH |
|
1,840,000 |
|
|
|
1,840,000 | |
|
|
MORGAN STANLEY CAP SVCS BOC |
|
INTEREST-BEARING CASH |
|
390,000 |
|
|
|
390,000 | |
|
|
MORGAN STANLEY CASH BOC |
|
INTEREST-BEARING CASH |
|
1,220,000 |
|
|
|
1,220,000 | |
|
|
NATIONAL AUSTRAILIAN BANK CASH |
|
INTEREST-BEARING CASH |
|
320,000 |
|
|
|
320,000 | |
|
|
SWAP BANK OF AMERICA COC |
|
INTEREST-BEARING CASH |
|
2,750,000 |
|
|
|
2,750,000 | |
|
|
SWAP BARCLAYS BANK BOC |
|
INTEREST-BEARING CASH |
|
540,000 |
|
|
|
540,000 | |
|
|
SWAP BNP PARIBAS BOC |
|
INTEREST-BEARING CASH |
|
3,587,000 |
|
|
|
3,587,000 | |
|
|
SWAP BNP PARIBAS COC |
|
INTEREST-BEARING CASH |
|
1,950,000 |
|
|
|
1,950,000 | |
|
|
SWAP BOA MERRILL LYNCH BOC BOC |
|
INTEREST-BEARING CASH |
|
110,000 |
|
|
|
110,000 | |
|
|
SWAP CITIBANK BOC |
|
INTEREST-BEARING CASH |
|
1,758,000 |
|
|
|
1,758,000 | |
|
|
SWAP CREDIT SUISSE BOC |
|
INTEREST-BEARING CASH |
|
300,000 |
|
|
|
300,000 | |
|
|
SWAP CREDIT SUISSE BOC |
|
INTEREST-BEARING CASH |
|
830,000 |
|
|
|
830,000 | |
|
|
SWAP GOLDMAN SACHS COC |
|
INTEREST-BEARING CASH |
|
20,000 |
|
|
|
20,000 | |
|
|
SWAP MORGAN STANLEY BOC |
|
INTEREST-BEARING CASH |
|
180,000 |
|
|
|
180,000 | |
|
|
SWAP UBS COC |
|
INTEREST-BEARING CASH |
|
600,000 |
|
|
|
600,000 | |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Total |
|
|
|
|
|
$ |
29,691,965 |
* Party-In-Interest
EXHIBIT A - Expanded Choice - Mutual Funds
(Administered by Fidelity)
IBM 401(K) PLUS PLAN AT DECEMBER 31, 2017
Schedule H, line 4i-Schedule of Assets (Held At End of Year)
|
|
(b) Identity of issue, borrower, |
|
(c) Description of investment including maturity date, |
|
|
|
(e) Fair |
| |||
(a) |
|
lessor, or similar party |
|
rate of interest, collateral, par, or maturity value |
|
(d) Cost |
|
value |
| |||
|
|
|
|
|
|
|
|
(n/a) |
|
|
| |
|
|
|
|
|
|
Shares/ |
|
|
|
|
| |
|
|
|
|
|
|
Par Value |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
AMERICAN THE GROWTH FUND OF |
|
MUTUAL FUNDS |
|
1,677,548 |
|
|
|
$ |
83,139,269 |
|
|
|
AMERICAN AMCAP FUND |
|
MUTUAL FUNDS |
|
1,232,653 |
|
|
|
39,198,376 |
| |
|
|
AMERICAN BALANCED FUND |
|
MUTUAL FUNDS |
|
1,589,971 |
|
|
|
43,183,617 |
| |
|
|
AMERICAN FUNDS INVESTMENT CO |
|
MUTUAL FUNDS |
|
779,930 |
|
|
|
31,493,567 |
| |
|
|
AMERICAN FUNDS NEW ECONOMY F |
|
MUTUAL FUNDS |
|
1,126,064 |
|
|
|
50,312,535 |
| |
|
|
AMERICAN FUNDS NEW WORLD FUN |
|
MUTUAL FUNDS |
|
986,717 |
|
|
|
65,991,648 |
| |
|
|
AMERICAN FUNDS CAPITAL WORLD G |
|
MUTUAL FUNDS |
|
689,248 |
|
|
|
35,220,568 |
| |
|
|
AMERICAN FUNDS EUROPACIFIC GRO |
|
MUTUAL FUNDS |
|
1,126,261 |
|
|
|
63,228,300 |
| |
|
|
AMERICAN FUNDS FUNDAMENTAL INV |
|
MUTUAL FUNDS |
|
1,180,598 |
|
|
|
73,456,826 |
| |
|
|
AMERICAN MUTUAL FUND |
|
MUTUAL FUNDS |
|
925,736 |
|
|
|
37,779,293 |
| |
|
|
AMERICAN NEW PERSPECTIVE FUND |
|
MUTUAL FUNDS |
|
761,051 |
|
|
|
32,854,567 |
| |
|
|
AMERICAN SMALLCAP WORLD FUND |
|
MUTUAL FUNDS |
|
619,973 |
|
|
|
35,146,255 |
| |
|
|
AMERICAN WASHINGTON MUTUAL INV |
|
MUTUAL FUNDS |
|
766,395 |
|
|
|
35,001,262 |
| |
|
|
CAPITAL WORLD BOND FUND |
|
MUTUAL FUNDS |
|
678,539 |
|
|
|
13,550,415 |
| |
|
|
DFA EMERGING MARKETS PORTFOLIO |
|
MUTUAL FUNDS |
|
1,041,237 |
|
|
|
31,726,479 |
| |
|
|
DFA EMERGING MARKETS VALUE POR |
|
MUTUAL FUNDS |
|
1,200,577 |
|
|
|
37,482,020 |
| |
|
|
DFA GLOBAL REAL ESTATE SECURIT |
|
MUTUAL FUNDS |
|
1,723,608 |
|
|
|
18,873,509 |
| |
|
|
DFA INTERNATIONAL SMALL COMPAN |
|
MUTUAL FUNDS |
|
859,444 |
|
|
|
18,280,372 |
| |
|
|
DFA INTERNATIONAL VALUE PORTFO |
|
MUTUAL FUNDS |
|
583,610 |
|
|
|
11,958,160 |
| |
|
|
DFA INTERNATIONAL VECTOR EQUIT |
|
MUTUAL FUNDS |
|
471,270 |
|
|
|
6,395,129 |
| |
|
|
DFA LARGE CAP INTERNATIONAL PO |
|
MUTUAL FUNDS |
|
490,245 |
|
|
|
11,731,563 |
| |
|
|
DFA US CORE EQUITY 1 PORTFOLIO |
|
MUTUAL FUNDS |
|
1,725,547 |
|
|
|
39,307,955 |
| |
|
|
DFA US SMALL CAP PORTFOLIO |
|
MUTUAL FUNDS |
|
974,731 |
|
|
|
35,031,821 |
| |
|
|
DFA US TARGETED VALUE PORTFOLI |
|
MUTUAL FUNDS |
|
1,373,370 |
|
|
|
34,183,177 |
| |
|
|
DODGE + COX BALANCED FUND |
|
MUTUAL FUNDS |
|
544,430 |
|
|
|
58,254,001 |
| |
|
|
DODGE + COX GLOBAL BOND FUND |
|
MUTUAL FUNDS |
|
254,202 |
|
|
|
2,775,884 |
| |
|
|
DODGE + COX GLOBAL STOCK FUND |
|
MUTUAL FUNDS |
|
2,104,787 |
|
|
|
29,172,344 |
| |
|
|
DODGE + COX INCOME FUND |
|
MUTUAL FUNDS |
|
4,704,855 |
|
|
|
64,738,809 |
| |
|
|
DODGE + COX INTERNATIONAL STOC |
|
MUTUAL FUNDS |
|
1,960,210 |
|
|
|
90,796,945 |
| |
|
|
DODGE + COX STOCK FUND |
|
MUTUAL FUNDS |
|
817,945 |
|
|
|
166,541,877 |
| |
|
|
FIDELITY ADVISOR INTERNATIONAL |
|
MUTUAL FUNDS |
|
350,367 |
|
|
|
15,952,199 |
| |
|
|
FIDELITY BLUE CHIP GROWTH FUND |
|
MUTUAL FUNDS |
|
1,764,658 |
|
|
|
155,042,874 |
| |
|
|
FIDELITY CANADA FUND |
|
MUTUAL FUNDS |
|
394,687 |
|
|
|
21,573,577 |
| |
|
|
FIDELITY CAPITAL + INCOME FUND |
|
MUTUAL FUNDS |
|
9,352,868 |
|
|
|
96,334,539 |
| |
|
|
FIDELITY CAPITAL APPRECIATION |
|
MUTUAL FUNDS |
|
489,946 |
|
|
|
17,275,485 |
| |
|
|
FIDELITY CHINA REGION FUND |
|
MUTUAL FUNDS |
|
2,472,736 |
|
|
|
88,969,051 |
| |
|
|
FIDELITY CONTRAFUND |
|
MUTUAL FUNDS |
|
2,136,771 |
|
|
|
261,519,361 |
| |
|
|
FIDELITY CONVERTIBLE SECURITIE |
|
MUTUAL FUNDS |
|
311,875 |
|
|
|
8,720,036 |
| |
|
|
FIDELITY DIVERSIFIED INTERNATI |
|
MUTUAL FUNDS |
|
733,622 |
|
|
|
29,293,544 |
| |
|
|
FIDELITY DIVIDEND GROWTH FUND |
|
MUTUAL FUNDS |
|
1,421,795 |
|
|
|
46,606,452 |
| |
|
|
FIDELITY EMERGING ASIA FUND |
|
MUTUAL FUNDS |
|
844,536 |
|
|
|
38,037,895 |
| |
|
|
FIDELITY EQUITY INCOME FUND IN |
|
MUTUAL FUNDS |
|
316,367 |
|
|
|
19,190,794 |
| |
|
|
FIDELITY EUROPE FUND/UNITED ST |
|
MUTUAL FUNDS |
|
357,971 |
|
|
|
15,152,921 |
| |
|
|
FIDELITY EXPORT AND MULTINATIO |
|
MUTUAL FUNDS |
|
640,280 |
|
|
|
14,188,604 |
| |
|
|
FIDELITY FLOATING RATE HIGH IN |
|
MUTUAL FUNDS |
|
3,379,584 |
|
|
|
32,511,603 |
| |
|
|
FIDELITY FOCUSED STOCK FUND |
|
MUTUAL FUNDS |
|
438,260 |
|
|
|
9,926,591 |
| |
|
|
FIDELITY FREEDOM 2005 FUND |
|
MUTUAL FUNDS |
|
135,264 |
|
|
|
1,696,206 |
| |
|
|
FIDELITY FREEDOM 2010 FUND |
|
MUTUAL FUNDS |
|
312,760 |
|
|
|
5,016,678 |
| |
|
|
FIDELITY FREEDOM 2015 FUND |
|
MUTUAL FUNDS |
|
889,600 |
|
|
|
11,885,058 |
| |
|
|
FIDELITY FREEDOM 2020 FUND |
|
MUTUAL FUNDS |
|
2,609,589 |
|
|
|
43,188,694 |
| |
|
|
FIDELITY FREEDOM 2025 FUND |
|
MUTUAL FUNDS |
|
2,842,636 |
|
|
|
40,877,102 |
| |
|
|
FIDELITY FREEDOM 2030 FUND |
|
MUTUAL FUNDS |
|
1,574,376 |
|
|
|
28,386,006 |
| |
|
|
FIDELITY FREEDOM 2035 FUND |
|
MUTUAL FUNDS |
|
1,482,008 |
|
|
|
22,541,334 |
| |
|
|
FIDELITY FREEDOM 2040 FUND |
|
MUTUAL FUNDS |
|
1,109,583 |
|
|
|
11,861,444 |
| |
|
|
FIDELITY FREEDOM 2045 FUND |
|
MUTUAL FUNDS |
|
603,574 |
|
|
|
7,309,280 |
| |
|
|
FIDELITY FREEDOM 2050 FUND |
|
MUTUAL FUNDS |
|
462,889 |
|
|
|
5,633,358 |
| |
|
|
FIDELITY FREEDOM 2055 FUND |
|
MUTUAL FUNDS |
|
97,924 |
|
|
|
1,343,512 |
| |
|
|
FIDELITY FREEDOM INCOME FUND |
|
MUTUAL FUNDS |
|
644,498 |
|
|
|
7,579,298 |
| |
|
|
FIDELITY FUND |
|
MUTUAL FUNDS |
|
276,329 |
|
|
|
12,492,855 |
| |
|
|
FIDELITY GLOBAL BALANCED FUND |
|
MUTUAL FUNDS |
|
340,637 |
|
|
|
8,536,368 |
| |
|
|
FIDELITY GNMA FUND |
|
MUTUAL FUNDS |
|
1,242,110 |
|
|
|
14,135,213 |
| |
|
|
FIDELITY GOVERNMENT INCOME FUN |
|
MUTUAL FUNDS |
|
1,282,998 |
|
|
|
13,099,407 |
| |
|
|
FIDELITY GROWTH COMPANY FUND |
|
MUTUAL FUNDS |
|
1,372,796 |
|
|
|
245,208,840 |
| |
|
|
FIDELITY GROWTH DISCOVERY FUND |
|
MUTUAL FUNDS |
|
1,092,742 |
|
|
|
35,590,620 |
| |
|
|
FIDELITY HIGH INCOME FUND |
|
MUTUAL FUNDS |
|
3,161,869 |
|
|
|
28,330,349 |
| |
|
|
FIDELITY INDEPENDENCE FUND |
|
MUTUAL FUNDS |
|
931,962 |
|
|
|
34,762,200 |
| |
|
|
FIDELITY INFLATION PROTECTED B |
|
MUTUAL FUNDS |
|
1,023,119 |
|
|
|
12,226,274 |
| |
|
|
FIDELITY INTERMEDIATE BOND FUN |
|
MUTUAL FUNDS |
|
687,335 |
|
|
|
7,423,219 |
| |
Information Classification: General
|
|
FIDELITY INTERMEDIATE GOVERNME |
|
MUTUAL FUNDS |
|
729,120 |
|
|
|
7,582,847 |
|
|
|
FIDELITY INTERNATIONAL REAL ES |
|
MUTUAL FUNDS |
|
821,359 |
|
|
|
9,568,831 |
|
|
|
FIDELITY INTERNATIONAL SMALL C |
|
MUTUAL FUNDS |
|
927,611 |
|
|
|
27,735,581 |
|
|
|
FIDELITY JAPAN FUND/UNITED STA |
|
MUTUAL FUNDS |
|
653,290 |
|
|
|
10,093,324 |
|
|
|
FIDELITY LARGE CAP STOCK FUND |
|
MUTUAL FUNDS |
|
1,086,843 |
|
|
|
36,365,764 |
|
|
|
FIDELITY LATIN AMERICA FUND/UN |
|
MUTUAL FUNDS |
|
1,160,702 |
|
|
|
28,413,985 |
|
|
|
FIDELITY LEVERAGED COMPANY STO |
|
MUTUAL FUNDS |
|
1,432,901 |
|
|
|
48,045,167 |
|
|
|
FIDELITY LIMITED TERM GOVERNME |
|
MUTUAL FUNDS |
|
2,144,644 |
|
|
|
21,167,641 |
|
|
|
FIDELITY LOW PRICED STOCK FUND |
|
MUTUAL FUNDS |
|
1,030,737 |
|
|
|
56,144,247 |
|
|
|
FIDELITY MID CAP STOCK FUND |
|
MUTUAL FUNDS |
|
1,253,115 |
|
|
|
47,906,595 |
|
|
|
FIDELITY NEW MARKETS INCOME FU |
|
MUTUAL FUNDS |
|
2,857,635 |
|
|
|
46,350,838 |
|
|
|
FIDELITY OTC PORTFOLIO |
|
MUTUAL FUNDS |
|
2,239,820 |
|
|
|
249,224,722 |
|
|
|
FIDELITY OVERSEAS FUND/UNITED |
|
MUTUAL FUNDS |
|
571,373 |
|
|
|
28,900,044 |
|
|
|
FIDELITY PACIFIC BASIN FUND |
|
MUTUAL FUNDS |
|
611,273 |
|
|
|
21,687,959 |
|
|
|
FIDELITY PURITAN TRUST FIDEL |
|
MUTUAL FUNDS |
|
1,461,255 |
|
|
|
34,675,581 |
|
|
|
FIDELITY REAL ESTATE INCOME FU |
|
MUTUAL FUNDS |
|
2,299,919 |
|
|
|
27,576,029 |
|
|
|
FIDELITY REAL ESTATE INVESTMEN |
|
MUTUAL FUNDS |
|
860,951 |
|
|
|
35,987,755 |
|
|
|
FIDELITY SHORT TERM BOND FUND |
|
MUTUAL FUNDS |
|
2,085,021 |
|
|
|
17,889,476 |
|
|
|
FIDELITY SMALL CAP DISCOVERY F |
|
MUTUAL FUNDS |
|
3,571,547 |
|
|
|
106,824,977 |
|
|
|
FIDELITY SMALL CAP STOCK FUND |
|
MUTUAL FUNDS |
|
1,393,340 |
|
|
|
27,323,392 |
|
|
|
FIDELITY STOCK SELECTOR SMALL |
|
MUTUAL FUNDS |
|
215,020 |
|
|
|
5,689,430 |
|
|
|
FIDELITY STRATEGIC INCOME FUND |
|
MUTUAL FUNDS |
|
5,423,482 |
|
|
|
59,929,479 |
|
|
|
FIDELITY TOTAL BOND FUND |
|
MUTUAL FUNDS |
|
2,814,820 |
|
|
|
29,949,687 |
|
|
|
FIDELITY TREND FUND |
|
MUTUAL FUNDS |
|
159,036 |
|
|
|
15,838,399 |
|
|
|
FIDELITY VALUE FUND |
|
MUTUAL FUNDS |
|
211,306 |
|
|
|
25,614,514 |
|
|
|
FIDELITY VALUE STRATEGIES FUND |
|
MUTUAL FUNDS |
|
416,389 |
|
|
|
17,496,646 |
|
|
|
INTERNATIONAL GROWTH AND INCOM |
|
MUTUAL FUNDS |
|
220,900 |
|
|
|
7,727,080 |
|
|
|
PIMCO ALL ASSET ALL AUTHORITY |
|
MUTUAL FUNDS |
|
931,931 |
|
|
|
8,312,820 |
|
|
|
PIMCO ALL ASSET FUND |
|
MUTUAL FUNDS |
|
835,200 |
|
|
|
10,147,686 |
|
|
|
PIMCO COMMODITYREALRETURN STRA |
|
MUTUAL FUNDS |
|
4,990,271 |
|
|
|
33,784,138 |
|
|
|
PIMCO DIVERSIFIED INCOME FUND |
|
MUTUAL FUNDS |
|
2,369,984 |
|
|
|
25,951,329 |
|
|
|
PIMCO EMERGING LOCAL BOND FUND |
|
MUTUAL FUNDS |
|
676,562 |
|
|
|
5,114,807 |
|
|
|
PIMCO EMERGING MARKETS BOND FU |
|
MUTUAL FUNDS |
|
1,315,499 |
|
|
|
13,970,596 |
|
|
|
PIMCO FOREIGN BOND FUND U.S. D |
|
MUTUAL FUNDS |
|
1,883,591 |
|
|
|
20,097,918 |
|
|
|
PIMCO FOREIGN BOND FUND UNHEDG |
|
MUTUAL FUNDS |
|
862,659 |
|
|
|
8,678,345 |
|
|
|
PIMCO GLOBAL BOND FUND U.S. DO |
|
MUTUAL FUNDS |
|
635,520 |
|
|
|
6,520,440 |
|
|
|
PIMCO GLOBAL BOND FUND UNHEDGE |
|
MUTUAL FUNDS |
|
745,381 |
|
|
|
7,155,660 |
|
|
|
PIMCO GNMA FUND |
|
MUTUAL FUNDS |
|
535,122 |
|
|
|
5,902,391 |
|
|
|
PIMCO HIGH YIELD FUND |
|
MUTUAL FUNDS |
|
2,809,344 |
|
|
|
25,171,725 |
|
|
|
PIMCO INVESTMENT GRADE CORPORA |
|
MUTUAL FUNDS |
|
5,672,374 |
|
|
|
59,786,827 |
|
|
|
PIMCO LONG TERM US GOVERNMENT |
|
MUTUAL FUNDS |
|
3,876,280 |
|
|
|
24,265,512 |
|
|
|
PIMCO LOW DURATION ESG FUND |
|
MUTUAL FUNDS |
|
946,141 |
|
|
|
9,007,259 |
|
|
|
PIMCO LOW DURATION FUND/UNITED |
|
MUTUAL FUNDS |
|
2,456,449 |
|
|
|
24,220,591 |
|
|
|
PIMCO MODERATE DURATION FUND |
|
MUTUAL FUNDS |
|
391,958 |
|
|
|
3,997,975 |
|
|
|
PIMCO MORTGAGE BACKED SECURITI |
|
MUTUAL FUNDS |
|
475,401 |
|
|
|
5,001,215 |
|
|
|
PIMCO REAL RETURN ASSET FUND |
|
MUTUAL FUNDS |
|
817,155 |
|
|
|
7,035,708 |
|
|
|
PIMCO REAL RETURN FUND |
|
MUTUAL FUNDS |
|
1,028,620 |
|
|
|
11,376,535 |
|
|
|
PIMCO REALESTATEREALRETURN STR |
|
MUTUAL FUNDS |
|
6,740,389 |
|
|
|
56,619,271 |
|
|
|
PIMCO STOCKSPLUS FUND/UNITED S |
|
MUTUAL FUNDS |
|
2,744,140 |
|
|
|
31,365,517 |
|
|
|
PIMCO TOTAL RETURN ESG FUND |
|
MUTUAL FUNDS |
|
971,729 |
|
|
|
8,871,883 |
|
|
|
PIMCO TOTAL RETURN FUND |
|
MUTUAL FUNDS |
|
6,394,824 |
|
|
|
65,674,844 |
|
|
|
PIMCO UNCONSTRAINED BOND FUND |
|
MUTUAL FUNDS |
|
742,900 |
|
|
|
8,038,176 |
|
|
|
U.S. VECTOR EQUITY PORTFOLIO |
|
MUTUAL FUNDS |
|
466,451 |
|
|
|
8,941,866 |
|
|
|
VANGUARD CONVERTIBLE SECURITIE |
|
MUTUAL FUNDS |
|
886,735 |
|
|
|
11,917,722 |
|
|
|
VANGUARD DIVIDEND GROWTH FUND |
|
MUTUAL FUNDS |
|
8,579,700 |
|
|
|
227,791,031 |
|
|
|
VANGUARD EQUITY INCOME FUND |
|
MUTUAL FUNDS |
|
1,645,363 |
|
|
|
128,256,076 |
|
|
|
VANGUARD EXPLORER FUND |
|
MUTUAL FUNDS |
|
314,835 |
|
|
|
27,834,524 |
|
|
|
VANGUARD FTSE SOCIAL INDEX FUN |
|
MUTUAL FUNDS |
|
1,135,178 |
|
|
|
19,854,270 |
|
|
|
VANGUARD GLOBAL EQUITY FUND |
|
MUTUAL FUNDS |
|
583,770 |
|
|
|
18,277,836 |
|
|
|
VANGUARD GLOBAL MINIMUM VOLATI |
|
MUTUAL FUNDS |
|
466,541 |
|
|
|
12,624,606 |
|
|
|
VANGUARD GNMA FUND |
|
MUTUAL FUNDS |
|
1,947,835 |
|
|
|
20,374,352 |
|
|
|
VANGUARD GROWTH AND INCOME FUN |
|
MUTUAL FUNDS |
|
639,057 |
|
|
|
49,277,662 |
|
|
|
VANGUARD HIGH YIELD CORPORATE |
|
MUTUAL FUNDS |
|
7,480,279 |
|
|
|
44,283,255 |
|
|
|
VANGUARD INFLATION PROTECTED S |
|
MUTUAL FUNDS |
|
2,675,245 |
|
|