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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

 

 

 



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IBM 401(k) PLUS PLAN

 

Table of Contents

 

 

Page

 

 

Financial Statements and Schedules:

 

 

 

Report of Independent Registered Public Accounting Firm

3

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2017 and 2016

4

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2017

5

 

 

Notes to Financial Statements

6

 

 

Supplemental Schedules*:

 

 

 

Schedule G, Part I - Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible at December 31, 2017

22

 

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2017

23

 

 

Schedule H, Line 4i - Schedule of Assets (Acquired and Disposed of Within Year) for the Year Ended December 31, 2017

26

 

 

Exhibit:

 

 

 

Exhibit Index

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.

 

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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 Plan’s management. Our responsibility is to express an opinion on the Plan’s 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 Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s 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 Labor’s 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 Plan’s auditor, we have served as the Plan’s auditor since at least 1988.

 

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IBM 401(k) PLUS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AT DECEMBER 31,

 

 

 

2017

 

2016

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

164,979

 

$

 

Investments, at fair value (Note 3)

 

44,472,827

 

39,264,034

 

Investments in fully benefit-responsive investment contracts, at contract value (Note 5)

 

8,920,870

 

8,870,037

 

Total investments

 

53,558,675

 

48,134,071

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Notes receivable from participants

 

232,134

 

250,068

 

Income, sales proceeds and other receivables

 

124,913

 

111,048

 

Total receivables

 

357,047

 

361,116

 

 

 

 

 

 

 

Total assets

 

53,915,722

 

48,495,187

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Payable for investments purchased

 

419,674

 

278,067

 

Total liabilities

 

419,674

 

278,067

 

 

 

 

 

 

 

Net assets available for benefits

 

$

53,496,048

 

$

48,217,120

 

 

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

 

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IBM 401(k) PLUS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31,

 

 

 

2017

 

 

 

(Dollars in thousands)

 

Additions to net assets attributed to:

 

 

 

 

 

 

 

Investment income:

 

 

 

Net appreciation in fair value of investments (Note 3)

 

$

5,651,167

 

Interest income from investments (Note 5)

 

396,637

 

Dividends

 

605,346

 

 

 

6,653,151

 

 

 

 

 

Interest income on notes receivable from participants

 

10,175

 

 

 

 

 

Contributions:

 

 

 

Participants

 

1,089,325

 

Employer

 

618,548

 

 

 

1,707,873

 

 

 

 

 

Transfer from acquired company benefit plans

 

322,379

 

 

 

 

 

Total additions

 

8,693,578

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

 

 

Distributions to participants

 

3,371,276

 

 

 

 

 

Administrative expenses, net

 

43,373

 

 

 

 

 

Total deductions

 

3,414,649

 

 

 

 

 

Net increase in net assets during the year

 

5,278,928

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

48,217,120

 

 

 

 

 

End of year

 

$

53,496,048

 

 

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

 

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IBM 401(k) PLUS PLAN

NOTES TO FINANCIAL STATEMENTS

 

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 Plan’s provisions.

 

General

 

The Plan was established by resolution of International Business Machines Corporation’s 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 participant’s 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 participant’s 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 participant’s 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

 

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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

 

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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 participant’s 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 participant’s investment value of assets equals the market value of assets for all funds except the Interest Income Fund for which the participant’s 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 participant’s account for each fund, due to new contributions, is equal to the amount of the participant’s new contributions to the fund divided by the prior night’s unit value.

 

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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 Plan’s 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 employee’s 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 participant’s spouse must be the beneficiary of the participant’s Plan account, unless the participant’s 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 participant’s spouse, the participant’s 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 participant’s estate.

 

After the death of a participant, an account will be established for the participant’s beneficiary.  If the beneficiary is a spouse or domestic partner, the beneficiary’s 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.

 

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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 participant’s 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 participant’s account is $1,000 or less, it will be distributed to the participant in a lump-sum payment following the termination of the participant’s 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.

 

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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.

 

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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 fund’s 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 participant’s account, based on the participant’s 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.

 

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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 participant’s account the following year. The amount allocated will be reinvested in the participant’s account according to the participant’s 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 Plan’s 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.

 

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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 Plan’s 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.

 

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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 fund’s 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.

 

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The Investment Contracts’ crediting rate, and hence the Fund’s 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 Fund’s return, and redemptions by existing participants will tend to increase the crediting rate and the Fund’s 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 Fund’s return, and redemptions by existing participants will tend to decrease the crediting rate and the Fund’s 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 Plan’s 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 Fund’s cash flow.

 

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

 

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

 

·                  Exclusion of a group 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 Plan’s assets no longer covered by the contract is below contract value. The Fund may seek to add additional issuers over time to diversify the Fund’s

 

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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 fund’s reduction to stocks continues through its “target date” for another 10 years, until the fund’s 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.

 

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·                                          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.

 

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·                                          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 & Poor’s 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 Poor’s 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 Plan’s investment options to include over 100 brand-name mutual funds, most of which are actively managed. This feature

 

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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
December 31,
2017

 

 

 

(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

 

 

20



Table of Contents

 

NOTE 9 - RELATED-PARTY TRANSACTIONS

 

At December 31, 2017, a significant portion of the Plan’s 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.

 

21



Table of Contents

 

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
maturity, interest rate, the type and value of collateral, any
renegotiation of the loan and the terms of the renegotiation,
and other material items

 

 

 

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.

 

22



Table of Contents

 

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,
lessor, or similar
party

 

(c) Description of investment
including maturity date, rate
of interest, collateral, par, or
maturity value

 

(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

 

23



Table of Contents

 

(a) 

 

(b) Identity of issue, borrower,
lessor, or similar party

 

(c) Description of  investment
including maturity date, rate
of interest, collateral, par, or
maturity value

 

(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

 

24



Table of Contents

 

(a)

 

(b) Identity of issue, borrower,
lessor, or similar party

 

(c) Description of  investment
including maturity date, rate
of interest, collateral, par, or
maturity value

 

(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

 

25



Table of Contents

 

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

 

26



Table of Contents

 

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

 

27



Table of Contents

 

 

 

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