2013 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
Commission File Number 0-20355
Costco 401(k) Retirement Plan
(full title of plan)
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Costco Wholesale Corporation
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999 Lake Drive
Issaquah, Washington 98027
(Name of issuer and address of principal executive offices of issuer)
COSTCO 401(k) RETIREMENT PLAN
Table of Contents
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Financial Statements: | |
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Supplemental Information | |
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Exhibit: | |
23(a) - Consent of Independent Registered Public Accounting Firm | |
Report of Independent Registered Public Accounting Firm
The Benefits Committee
Costco 401(k) Retirement Plan:
We have audited the accompanying statements of net assets available for benefits of the Costco 401(k) Retirement Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Seattle, Washington
June 30, 2014
COSTCO 401(k) RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2013 and 2012
(in thousands)
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| | | | | | | | | | | | | |
| | | | | | | 2013 | | 2012 |
Assets: | | | | | | | |
| Investments at fair value: | | | |
| | Costco Wholesale Corporation common stock | $ | 2,853,872 |
| | $ | 2,289,196 |
|
| | Registered investment company funds | 1,997,748 |
| | 2,625,579 |
|
| | Common commingled trust funds | 1,835,867 |
| | 1,309,296 |
|
| | Fully benefit-responsive contracts | 1,113,239 |
| | — |
|
| | Separately managed accounts | 365,046 |
| | 251,207 |
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| | | | | Total investments | 8,165,772 |
| | 6,475,278 |
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| Money market fund | 1,015 |
| | 3,404 |
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| Receivables: | | | | |
| | Notes receivable from participants | 390,620 |
| | 349,150 |
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| | Employer contributions (net of forfeitures) | 243,393 |
| | 232,660 |
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| | Employee contributions | 12,963 |
| | 17,593 |
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| | Other receivables | — |
| | 1,928 |
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| | | | | Total receivables | 646,976 |
| | 601,331 |
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Total assets | 8,813,763 |
| | 7,080,013 |
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| Liabilities | — |
| | (2,907 | ) |
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | (16,059 | ) | | (46,262 | ) |
| | | | | Net assets available for benefits | $ | 8,797,704 |
| | $ | 7,030,844 |
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See accompanying notes to financial statements.
COSTCO 401(k) RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2013 and 2012
(in thousands)
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| | | | | | | | | | | | | |
| | | | | | | 2013 | | 2012 |
Net investment income: | | | |
| Net appreciation (depreciation) of investments: | | | |
| | Costco Wholesale Corporation common stock | $ | 480,533 |
| | $ | 299,728 |
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| | Registered investment company funds | 468,536 |
| | 308,514 |
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| | Common commingled trust funds | 205,599 |
| | 26,321 |
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| | Fully benefit-responsive contracts | (86 | ) | | — |
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| | Separately managed accounts | 86,491 |
| | 3,675 |
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| Interest and other | 23,652 |
| | 26,398 |
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| Dividends | 109,021 |
| | 249,593 |
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| | | | Total net investment income | 1,373,746 |
| | 914,229 |
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Interest from notes receivable from participants | 17,471 |
| | 16,526 |
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Contributions to the Plan: | | | |
| Employee | 365,641 |
| | 340,693 |
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| Employer | 291,381 |
| | 278,100 |
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| | | | Total contributions | 657,022 |
| | 618,793 |
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Distributions to participants | (281,379 | ) | | (316,657 | ) |
| | | | Net increase in net assets available for benefits | 1,766,860 |
| | 1,232,891 |
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Net assets available for benefits, beginning of year | 7,030,844 |
| | 5,797,953 |
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Net assets available for benefits, end of year | $ | 8,797,704 |
| | $ | 7,030,844 |
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See accompanying notes to financial statements.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The following description of the Costco 401(k) Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. Participants in the Plan are employees of Costco Wholesale Corporation (the Company).
The Plan is a defined contribution plan for the benefit of eligible employees established by the Company under Section 401(a) of the Internal Revenue Code (IRC). It includes a qualified cash or deferred arrangement as described in Section 401(k) of the IRC. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
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(a) | Employee Contributions |
The Plan allows employees at least 18 years of age who have completed 90 days of service within a 12-consecutive-month period to make salary deferral contributions, commencing the first day of the month following the completion of 90 days of employment. Participants may contribute from 1% to 50% of their compensation before income taxes, subject to certain limitations set by the Internal Revenue Service (IRS). Participants may also contribute amounts representing distributions from other qualified benefit or contribution plans (known as rollover contributions).
All newly-eligible employees are automatically enrolled in the Plan, at a contribution rate of 3% unless the employee elects otherwise. The percentage deferred into the Plan automatically increases by one percentage point on an active participant’s employment anniversary date and each anniversary date thereafter, to a maximum deferral of 20%. Employees may choose to opt out of this automatic deferral increase.
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(b) | Employer Contributions |
All Company contributions are made in cash and invested in accordance with investment selections made by participants. If no selection has been made, the contribution defaults to the age-based target retirement fund. Employer contributions are allocated based on an employee’s classification as either: 1) a California Union Employee; or 2) an Other‑than‑California Union Employee.
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(1) | California Union Employees |
The Company matches 50% of each employee’s contribution up to a maximum employer matching contribution of $250 per year. Employees at least 18 years of age who have completed 12 consecutive months of service and worked at least 1,000 hours are eligible to enter the Plan for purposes of an annual employer contribution. Plan entry dates for this purpose occur on January 1 and July 1. If the minimum hours requirement is not met in the first 12 months, hours roll forward until the requirement is fulfilled. The Company makes contributions into the accounts of all eligible plan participants employed on the last day of the plan year, based on straight-time hours worked during the plan year up to a maximum of 2,080 hours per calendar year and years of service. These contributions in 2013 ranged from $0.05 to $0.47 per hour, totaling $4.2 million and in 2012 ranged from $0.05 to $0.60 totaling $5.9 million. Amounts decreased in 2013 due to a change in the Teamsters contract directing additional contributions to its pension fund.
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(2) | Other‑than‑California Union Employees |
The Company matches 50% of each employee’s contribution up to a maximum employer matching contribution of $500 per year. Employees at least 18 years of age who have completed 12 consecutive months of service and worked at least 1,000 hours, calculated every pay period, are eligible to enter the Plan for purposes of an annual discretionary employer contribution. Plan entry dates for this purpose occur on January 1 and July 1. If the minimum hours requirement is not met in the first 12 months, hours roll forward until the requirement is fulfilled. The Company makes contributions into the accounts of all eligible plan participants employed on the last day of the plan year. Discretionary
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
contributions were approved for the plan years ending December 31, 2013 and 2012 totaling $237.9 million and $226.3 million, respectively, and ranged from 3% to 9% of each participant’s compensation, as defined by the Plan, based on years of service.
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(c) | Participants’ Accounts |
Each participant’s account is credited with the participant’s contributions, the Company’s contributions, plan earnings and appreciation or depreciation in underlying securities, and is charged with an allocation of certain expenses. Allocations are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participants are immediately vested in their contributions, plus actual earnings thereon. Vesting in the employer‑match and discretionary contributions, including actual earnings thereon, is based on years of service, according to the following schedule:
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| | | | | | | | |
Years of service | | Percentage vested |
Under 2 years | | | 0% |
2 years | | | 20% |
3 years | | | 40% |
4 years | | | 60% |
5 years | | | 100% |
Forfeited balances of terminated participants’ nonvested accounts may be used to reduce future employer contributions or to pay administrative expenses. There were no unallocated forfeitures as of December 31, 2013, and 2012 after application to reduce the employer discretionary contributions. During 2013 and 2012, forfeitures totaling $3.2 million and $3.1 million respectively, were used to reduce employer contributions. Forfeitures, without the benefit of investment gains or losses, can be restored to a participant’s account if, within five years, the participant is re‑employed by the Company and repays the full amount distributed upon termination.
Upon enrollment in the Plan, a participant may direct the account balance into any of the investment options currently available. Participants may change their investment options and transfer amounts between funds daily. T. Rowe Price is the trustee for all investments and keeper of records of all participant accounts. Amounts may be temporarily invested in a cash account prior to investment in the Plan’s investment accounts.
The Capital Preservation Portfolio (CPP) is a fully benefit-responsive contract for the exclusive benefit of the Plan. The CPP invests in Guaranteed Investment Contracts (GICs), Synthetic Guaranteed Investment Contracts (SICs), Separate Account Contracts (SACs) and mutual funds. The CPP replaced the T. Rowe Price Stable Value Fund on January 23, 2013.
All age-based target retirement funds were replaced in 2013 by age-based target TRP Retirement Active Trust C accounts, which are common commingled trust funds. The Vanguard Inst Index Plus, a registered investment company fund, was also added to the portfolio replacing the Equity Index Trust Class C.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The schedule below outlines the various retirement accounts that were replaced in 2013.
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| | |
From | | To |
Retirement 2005 Fund | | TRP Ret 2005 Active Trust C |
Retirement 2010 Fund | | TRP Ret 2010 Active Trust C |
Retirement 2015 Fund | | TRP Ret 2015 Active Trust C |
Retirement 2020 Fund | | TRP Ret 2020 Active Trust C |
Retirement 2025 Fund | | TRP Ret 2025 Active Trust C |
Retirement 2030 Fund | | TRP Ret 2030 Active Trust C |
Retirement 2035 Fund | | TRP Ret 2035 Active Trust C |
Retirement 2040 Fund | | TRP Ret 2040 Active Trust C |
Retirement 2045 Fund | | TRP Ret 2045 Active Trust C |
Retirement 2050 Fund | | TRP Ret 2050 Active Trust C |
Retirement 2055 Fund | | TRP Ret 2055 Active Trust C |
Retirement Income Fund | | TRP Ret Income Active Trust C |
T. Rowe Price Stable Value Fund | | Capital Preservation Portfolio |
Equity Index Trust Class C | | Vanguard Inst Index, Plus |
Upon termination of employment, total disability or death, the vested interest in a participant’s account is payable in a lump sum. Participants may apply for a distribution of all or a portion of the vested interest at any time after attaining age 59‑1/2. Participants are also eligible to make hardship withdrawals from their salary deferral contributions in the event of certain financial hardships. Following a hardship withdrawal, participants are not allowed to contribute to the Plan for a period of six months.
Dividends on the Company’s stock are reinvested in the participant’s Company stock account unless a distribution is requested by the participant in advance of the ex-dividend date. Dividends on the Company’s stock are reported on a gross basis with the dividends paid reported as “Net investment income” and the amounts distributed reported as “Distributions to participants” in the statements of changes in net assets available for benefits. On November 28, 2012, the Company declared a special cash dividend on Costco common stock of $7 per share, which was paid on December 18, 2012. Of the $158.6 million special dividend paid to Plan participants, approximately $98.2 million was immediately distributed to the participants and the remaining $60.4 million was reinvested into the participants’ accounts.
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(h) | Notes Receivable from Participants |
A participant may borrow up to the lesser of $50,000 or 45% of the vested account balance, calculated using the participant’s pre‑tax contribution, rollover, Company matching and Company discretionary contribution amounts. Only the participant’s pre‑tax contribution, rollover, and Company matching amounts may be borrowed against, with a minimum note of $1,000. Notes are payable through payroll deductions over a period ranging up to 180 months. The interest rate is determined by the Plan Administrator based on the Bank of America prime rate on the last day of the calendar year prior to when the note was made, plus 1% for a primary residence loan and 2% for a standard loan. The rates at December 31, 2013 and 2012 ranged from 4.25% to 11.50%. The notes have various maturity dates through December 2028.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The Plan is administered by the Benefits Committee of the Company.
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(j) | Administrative and Investment Expenses |
All investment management and transaction fees are netted against “Net investment income.” Certain administrative expenses of maintaining the Plan are paid by the Company, except for loan origination fees (paid by the participant requesting the loan) associated with notes receivable from participants.
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(2) | Summary of Significant Accounting Policies |
The financial statements of the Plan are prepared under the accrual method of accounting. Investments are reported at fair value (see Note 3). Contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required under U.S. generally accepted accounting principles (U.S. GAAP), the accompanying statements of net assets available for benefits present the fair value of the fully benefit-responsive investment contracts with a corresponding adjustment to reflect these investments at contract value. The statements of changes in net assets available for benefits are prepared on a contract value basis.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates and assumptions.
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(c) | Investment Valuation and Income Recognition |
The Plan invests in the Company’s common stock and other exchange-traded equity securities, as well as various registered investment companies and certain benefit-responsive investment contracts that, in turn, invest in a combination of stocks, bonds and other investment securities. Investment securities are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is possible that changes in the values of investment securities will occur and that those changes could materially affect the amounts reported in the statements of net assets available for benefits.
Registered investment company funds, Company common stock, and other equity securities (held in the separately managed accounts) are stated at fair value based upon quoted market prices.
The CPP is invested in GICs, SICs, and SACs, which are fully benefit-responsive and recorded at contract value. A benefit-responsive investment contract is a contract with a financial institution or an insurance company that provides for a stated return on principal invested over a specified period and that permits withdrawals at contract value for benefit payments, loans, or transfers to other investment options offered to the participant by the Plan. Participant withdrawals are required to be at contract value. The CPP overall effective yield and crediting rate was 3.13% and 3.5%, respectively, for the year ended December 31, 2013.
The Plan entered into GICs, which are a form of traditional investment contract and provide for a fixed return on principal invested for a specified period of time. GICs do not permit an insurance company to terminate an agreement prior to the scheduled maturity date.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The Plan entered into SICs, which consist of a portfolio of underlying assets owned by the Plan and wrap contracts issued by an insurance company and a financial institution. The issuers of the wrap contracts provide for unscheduled withdrawals from the contracts at contract value, regardless of the value of the underlying assets, in order to fund routine permitted participant-initiated withdrawals.
The Plan entered into a SAC and wrap contract with an insurance company. The issuer legally owns the assets underlying the SAC and is required to segregate them into a separate account, which is designed to be protected from the claims of the issuer’s general creditors in the event of issuer insolvency. The issuer of the wrap contract provides for unscheduled withdrawals from the contract at contract value, regardless of the value of the underlying assets, in order to fund routine permitted participant-initiated withdrawals.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero. Such interest rates are reviewed on a quarterly basis for resetting. Certain events limit the ability of the Plan to transact at contract value with the issuer. The Plan Administrator believes any events that would limit the Plan’s ability to transact at contract value with participants are not probable.
The T. Rowe Price Stable Value Fund, which was a Common Commingled Trust Fund, invested primarily in GICs. GICs were fully benefit-responsive and recorded at contract value. The overall effective yield and crediting rate of the Stable Value Fund was 2.36% and 2.45%, respectively, for the year ended December 31, 2012. Contract value was equal to principal balance plus accrued interest. The fair value of the GICs was calculated by discounting the related cash flows based on yields of similar instruments with comparable investment durations.
Purchases and sales of securities are recorded on a trade‑date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation of investments includes the change in the fair value or contract value of assets from one period to the next, plus realized gains and losses.
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(d) | Notes Receivable from Participants |
Participant loans are classified as notes receivable from participants, which are segregated from Plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest.
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(e) | Distribution of Benefits |
Distributions of benefits are recorded when paid.
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(3) | Fair Value Measurement |
U.S. GAAP 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. Fair value is estimated by applying a fair value hierarchy, which requires maximizing the use of observable inputs. The three levels of inputs are:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market‑based inputs or unobservable inputs that are corroborated by market data.
Level 3: Significant unobservable inputs that are not corroborated by market data.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The following valuation techniques are used to measure fair value:
Level 1 primarily consists of financial instruments, such as investments in registered investment company funds and Costco Common Stock, whose value is based on quoted market prices, such as quoted net asset values published by the fund as supported in an active market, exchange‑traded instruments and listed equities.
Level 2 includes assets and liabilities where quoted market prices are unobservable but observable inputs other than Level 1 prices, such as quoted prices for similar assets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Valuation methodologies are based on “consensus pricing,” using market prices from a variety of industry‑standard data providers or pricing that considers various assumptions, including time value, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. All are observable in the market or can be derived principally from or corroborated by observable market data, for which the Plan typically receives independent external valuation information.
Level 3 assets include significant unobservable inputs reflecting our own assumptions consistent with reasonably available assumptions made by other market participants. The Plan uses the income approach for certain investments, which involves determining fair values from discounted cash flow methodologies, or replacement cost for Level 3 assets.
Valuation techniques utilized during the reporting period in the fair value measurement of Level 1 and Level 2 assets and liabilities presented on the Plan’s statements of net assets available for benefits were not changed from previous practice. There were no level 3 assets or liabilities on December 31, 2012.
The carrying value of the Plan’s other financial instruments, such as the money market fund and notes receivable, approximate fair value due to their short-term nature or variable interest rates.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following is a description of the valuation methodologies used for assets measured at fair value.
Common stock, Registered investment company funds, and Separately managed accounts: Valued at the closing price reported in the active market in which the individual securities are traded.
Common commingled trust: Valued at the net asset value (NAV) of shares held by the Plan at year end.
GIC: Valued by discounting the related cash flows based on current yields of similar investments with comparable durations considering the credit worthiness of the issuer. As of December 31, 2013, the yields used to calculate the GICs’ fair value ranged from 0.54% to 0.80%. Maturities range from April 2014 to December 2015.
SIC: Valued at fair value of the underlying assets which include money market funds, mutual and trust funds, U.S. government related securities, corporate bonds and mortgage-backed securities. Money market funds are valued at the closing price reported in the active market in which the individual investments are traded. Fixed income and government related securities are valued using quotes from independent pricing vendors based on recent trading activity and other relevant market information, including market interest rate curves, referenced credit spreads and estimated prepayment and credit default rates where applicable.
SIC wrapper: Valued at rebid or replacement cost based upon fluctuations in the fair value of underlying fixed income securities. As of December 31, 2013, the yields used to calculate the SIC wrappers’ fair value ranged from 1.02% to 1.61%.
SAC: Valued at fair value of the underlying assets legally owned by the contract issuer.
SAC wrapper: Valued at rebid or replacement cost based upon fluctuation in the fair value of the underlying fixed securities. As of December 31, 2013, the yield used to calculate the SAC wrapper’s fair value was 1.64%.
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The tables below present information about the Plan’s financial assets that are measured at fair value on a recurring basis as of December 31, 2013, and 2012, and indicate the level within the fair value hierarchy of the valuation techniques utilized to determine such fair value. There were no transfers in or out of Level 1, 2, or 3 during 2013 and 2012.
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| | | | | | | | | | | | | | | | | | | | |
| | | | | | Investments at fair value (in thousands) |
| | | | | | Level 1 | | Level 2 | | Level 3 | | Total |
December 31, 2013: | | | | | | | |
| Costco Wholesale Corporation common stock | $ | 2,853,872 |
| | $ | — |
| | $ | — |
| | $ | 2,853,872 |
|
| | | | | | | | | | | | |
| Registered investment company funds: | | | | | | |
| | Equity funds | 1,465,119 |
| | — |
| | — |
| | 1,465,119 |
|
| | Fixed income securities | 338,260 |
| | — |
| | — |
| | 338,260 |
|
| | International funds | 175,521 |
| | — |
| | — |
| | 175,521 |
|
| | Balanced funds | 18,848 |
| | — |
| | — |
| | 18,848 |
|
| | | Total registered investment company funds | 1,997,748 |
| | — |
| | — |
| | 1,997,748 |
|
| | | | | | | | | | | | |
| Common commingled trust funds | — |
| | 1,835,867 |
| | — |
| | 1,835,867 |
|
| | | | | | | | | | | | |
| Fully benefit-responsive contracts: | | | | | | | |
| | GIC | — |
| | — |
| | 65,063 |
| | 65,063 |
|
| | SIC: | | | | | | | |
| | Mutual and trust funds | 95,627 |
| | 553,317 |
| | — |
| | 648,944 |
|
| | Government related | — |
| | 99,861 |
| | — |
| | 99,861 |
|
| | Fixed income securities | — |
| | 75,536 |
| | — |
| | 75,536 |
|
| | SAC | — |
| | 223,444 |
| | — |
| | 223,444 |
|
| | SIC & SAC contract wrapper | — |
| | — |
| | 391 |
| | 391 |
|
| | | Total fully benefit-responsive contracts | 95,627 |
| | 952,158 |
| | 65,454 |
| | 1,113,239 |
|
| Separately managed accounts: | | | | | | | |
| | International equity portfolio | 123,460 |
| | — |
| | — |
| | 123,460 |
|
| | Large cap growth portfolio | 241,586 |
| | — |
| | — |
| | 241,586 |
|
| | | Total separately managed accounts | 365,046 |
| | — |
| | — |
| | 365,046 |
|
| Money market fund | 1,015 |
| | — |
| | — |
| | 1,015 |
|
| | | | | | | | | | | | |
| | Total investments, including money market fund | $ | 5,313,308 |
| | $ | 2,788,025 |
| | $ | 65,454 |
| | $ | 8,166,787 |
|
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
|
| | | | | | | | | | | | | | | | |
| | | | | | Investments at fair value (in thousands) |
| | | | | | Level 1 | | Level 2 | | Total |
December 31, 2012: | | | | | |
| Costco Wholesale Corporation common stock | $ | 2,289,196 |
| | $ | — |
| | $ | 2,289,196 |
|
| | | | | | | | | | |
| Registered investment company funds: | | | | |
| | Equity funds | 840,412 |
| | — |
| | 840,412 |
|
| | Fixed income securities | 333,722 |
| | — |
| | 333,722 |
|
| | International funds | 127,731 |
| | — |
| | 127,731 |
|
| | Balanced funds | 1,323,714 |
| | — |
| | 1,323,714 |
|
| | | Total registered investment company funds | 2,625,579 |
| | — |
| | 2,625,579 |
|
| | | | | | | | | | |
| Common commingled trust fund | — |
| | 1,309,296 |
| | 1,309,296 |
|
| | | | | | | | | | |
| Separately managed accounts: | | | | | |
| | International equity portfolio | 99,452 |
| | — |
| | 99,452 |
|
| | Large cap growth portfolio | 151,755 |
| | — |
| | 151,755 |
|
| | | Total separately managed accounts | 251,207 |
| | — |
| | 251,207 |
|
| | | | | | | | | | |
| Money market fund | 3,404 |
| | — |
| | 3,404 |
|
| | | | | | | | | | |
| | Total investments, including money market fund | $ | 5,169,386 |
| | $ | 1,309,296 |
| | $ | 6,478,682 |
|
The table below provides a summary of changes in the fair value of the Plan’s Level 3 investments for the year ended December 31, 2013 (in thousands).
|
| | | | |
Balance, beginning of year | $ | — |
|
Purchases, issuances, and other | 64,645 |
|
Realized reinvested income | 518 |
|
Unrealized gain relating to instruments still held at the reporting date | 521 |
|
Settlements | (230 | ) |
Sales and maturities | — |
|
Balance, end of year | $ | 65,454 |
|
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
Investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2013 and 2012 are separately identified (in thousands):
|
| | | | | | | | |
Description of Investment | | 2013 | | 2012 |
Costco Wholesale Corporation common stock | | $ | 2,853,872 |
| | $ | 2,289,196 |
|
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | | 706,644 |
| | 498,669 |
|
Stable Value Fund | | — |
| | 1,076,105 |
|
| |
(5) | Form 5500 Reconciliation |
The following is a reconciliation of the net assets available for benefits per the financial statements at December 31, 2013 and 2012 to the Plan’s Form 5500 (in thousands):
|
| | | | | | | | |
| | 2013 | | 2012 |
Net assets available for benefits per the financial statements | | $ | 8,797,704 |
| | $ | 7,030,844 |
|
Adjustment from contact value to fair value for fully benefit- responsive investment contracts | | 16,059 |
| | 46,262 |
|
Net assets available for benefits per the Form 5500 | | $ | 8,813,763 |
| | $ | 7,077,106 |
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements at December 31, 2013 and 2012 to the Plan’s Form 5500 (in thousands):
|
| | | | | | | | |
| | 2013 | | 2012 |
Net increase in net assets available for benefits per the financial statements | | $ | 1,766,860 |
| | $ | 1,232,891 |
|
Net change from contact value to fair value for fully benefit- responsive contracts | | (30,203 | ) | | 46,262 |
|
Net increase in net assets available for benefits per the Form 5500 | | $ | 1,736,657 |
| | $ | 1,279,153 |
|
Although it has no present intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA and the requirements of the collective bargaining agreement with the International Brotherhood of Teamsters in California. In the event of plan termination, participants will become 100% vested in their accounts.
In a determination letter dated September 23, 2013, the Internal Revenue Service (IRS) informed the Company that the Plan is designed in accordance with applicable sections of the IRC. The Plan Administrator believes that the Plan is designed and is being operated in compliance with the applicable requirements of the IRC.
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 IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that
COSTCO 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2013 and 2012
would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.
| |
(8) | Party-in Interest and Related Party Transactions |
Certain Plan investments are shares of registered investment companies, benefit-responsive investment contracts, and common commingled trust funds managed by T. Rowe Price. T. Rowe Price is also the trustee and record keeper as defined by the Plan. Therefore, these transactions qualify as party‑in‑interest transactions. The Plan also invests in the Company’s common stock. Therefore, these transactions also qualify as party‑in‑interest transactions.
Schedule I
COSTCO 401(k) RETIREMENT PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2013
(in thousands)
|
| | | | | | | | | | | | |
Identity of issuer, borrower, lessor, or similar party | | Description of investment | | Current value |
Registered investment company and common commingled trust funds: | | | | | | |
| | American Funds | | New Perspective Fund R5 | | $ | 175,520 |
|
| | Davis Funds | | New York Venture Fund Class Y | | 188,695 |
|
| | *T. Rowe Price | | Institutional Mid-Cap Equity Growth Fund | | 706,644 |
|
| | * T. Rowe Price | | Small-Cap Stock Fund | | 306,392 |
|
| | * T. Rowe Price | | Spectrum Income Fund | | 316,334 |
|
| | * T. Rowe Price | | Retirement Income Fund | | 18,848 |
|
| | * T. Rowe Price | | TRP Ret 2005 Active Trust C | | 10,790 |
|
| | * T. Rowe Price | | TRP Ret 2010 Active Trust C | | 32,898 |
|
| | * T. Rowe Price | | TRP Ret 2015 Active Trust C | | 95,570 |
|
| | * T. Rowe Price | | TRP Ret 2020 Active Trust C | | 196,002 |
|
| | * T. Rowe Price | | TRP Ret 2025 Active Trust C | | 225,748 |
|
| | * T. Rowe Price | | TRP Ret 2030 Active Trust C | | 246,702 |
|
| | * T. Rowe Price | | TRP Ret 2035 Active Trust C | | 206,791 |
|
| | * T. Rowe Price | | TRP Ret 2040 Active Trust C | | 290,359 |
|
| | * T. Rowe Price | | TRP Ret 2045 Active Trust C | | 308,329 |
|
| | * T. Rowe Price | | TRP Ret 2050 Active Trust C | | 122,339 |
|
| | * T. Rowe Price | | TRP Ret 2055 Active Trust C | | 100,339 |
|
| | Vanguard | | Total Bond Market Index Fund Institutional | | 21,926 |
|
| | Vanguard | | Institutional Index, Plus | | 263,389 |
|
| | | | | | | | |
Separately managed accounts | | | | | | |
| | International Equity Portfolio: | | | | | | |
| | | Federated Gov Obli Fund | | Money Market Security | | 4,651 |
|
| | | Aac Technologies H-Unspon | | Common Stock | | 388 |
|
| | | Abb Ltd Adr | | Common Stock | | 1,703 |
|
| | | Aflac Inc | | Common Stock | | 2,682 |
|
| | | Adecco Sa-Reg-Unspon Adr | | Common Stock | | 1,295 |
|
| | | Adidas Ag-Sponsored Adr | | Common Stock | | 1,352 |
|
| | | Air Liquide Adr | | Common Stock | | 1,203 |
|
| | | Allianz Se Adr | | Common Stock | | 1,762 |
|
| | | Axa - Spons Adr | | Common Stock | | 2,926 |
|
| | | Basf Se - Spon Adr | | Common Stock | | 1,521 |
|
| | | Bancolombia Sa - Spons Adr | | Common Stock | | 1,115 |
|
| | | Barclays Plc-Spons Adr | | Common Stock | | 1,998 |
|
| | | Bayer Ag | | Common Stock | | 2,452 |
|
| | | Bhp Billiton Ltd Adr | | Common Stock | | 1,297 |
|
| | | BNP Paribas - Adr | | Common Stock | | 2,841 |
|
| | | British American Tob Adr | | Common Stock | | 534 |
|
| | | Csl Ltd-Unspon Adr | | Common Stock | | 2,015 |
|
| | | Canadian Natural Res | | Common Stock | | 857 |
|
| | | Carrefour SA-SP Adr | | Common Stock | | 1,468 |
|
| | | Coca Cola He-Ads | | Common Stock | | 1,314 |
|
| | | Compass Group Plc Adr | | Common Stock | | 1,169 |
|
|
| | | | | | | | | | | | |
| | | Covidien Plc | | Common Stock | | 1,756 |
|
| | | Dassault Systems Sa-Adr | | Common Stock | | 1,500 |
|
| | | Diageo Plc Spons Adr | | Common Stock | | 956 |
|
| | | Enbridge Inc | | Common Stock | | 2,045 |
|
| | | Essilor Intl - Adr | | Common Stock | | 989 |
|
| | | Fanuc Corp-Unsp Adr | | Common Stock | | 2,331 |
|
| | | Flextronics Intl Ltd | | Common Stock | | 653 |
|
| | | Fuji Heavy Indus-Unspons | | Common Stock | | 2,210 |
|
| | | Gemalto Nv-Sponsored Adr | | Common Stock | | 849 |
|
| | | Givaudan-Unspon Adr | | Common Stock | | 1,286 |
|
| | | Hsbc Holdings Plc | | Common Stock | | 2,656 |
|
| | | Henkel Kgaa-Spons Adr Pfd | | Common Stock | | 2,230 |
|
| | | Honda Motor Co Ltd-Sp Adr | | Common Stock | | 1,576 |
|
| | | Imperial Oil Ltd | | Common Stock | | 954 |
|
| | | Inditex-Unspon Adr | | Common Stock | | 2,529 |
|
| | | Jgc Corp-Unsponsored Adr | | Common Stock | | 1,861 |
|
| | | Komatsu Ltd | | Common Stock | | 1,575 |
|
| | | Kubota Corp - Spons Adr | | Common Stock | | 2,415 |
|
| | | L'Oreal- Unsponsored Adr | | Common Stock | | 689 |
|
| | | Lvmh Moet Hennessy - Adr | | Common Stock | | 1,205 |
|
| | | Luxottica Group Spa | | Common Stock | | 1,249 |
|
| | | Magna Inter Class A Adr | | Common Stock | | 1,886 |
|
| | | Merck Kgaa - Unspon Adr | | Common Stock | | 1,427 |
|
| | | Mettler-Toledo Intl | | Common Stock | | 1,554 |
|
| | | Mtn Group Ltd-Spons Adr | | Common Stock | | 1,825 |
|
| | | Muenchener Rueck-Unspon A | | Common Stock | | 1,767 |
|
| | | Nestle Sa-Spons Adr | | Common Stock | | 1,606 |
|
| | | Nitto Denko Corp | | Common Stock | | 1,316 |
|
| | | Novartis Ag Adr | | Common Stock | | 869 |
|
| | | Novo-Nordisk A/S-Sp Adr | | Common Stock | | 1,121 |
|
| | | Philip Morris Intl. | | Common Stock | | 1,820 |
|
| | | Prudential Plc | | Common Stock | | 4,591 |
|
| | | Reckitt Benckiser-Spon Ad | | Common Stock | | 615 |
|
| | | Rio Tinto Plc | | Common Stock | | 453 |
|
| | | Roche Hldgs Ltd - Adr | | Common Stock | | 2,035 |
|
| | | Royal Dutch Shell Plc Adr | | Common Stock | | 1,211 |
|
| | | Ryanair Hlds Plccadr | | Common Stock | | 1,169 |
|
| | | Skf Ab | | Common Stock | | 1,148 |
|
| | | Sabmiller Plc Adr | | Common Stock | | 1,477 |
|
| | | Sandvik Ab | | Common Stock | | 1,081 |
|
| | | Sap Ag-Sponsored Adr | | Common Stock | | 1,763 |
|
| | | Siemens Ag | | Common Stock | | 1,693 |
|
| | | Singapore Telecommunicat | | Common Stock | | 1,644 |
|
| | | Smith & Nephew Plc | | Common Stock | | 1,478 |
|
| | | Svenska Cellulosa Ab | | Common Stock | | 1,927 |
|
| | | Swatch Cellulosa Ab-SP A | | Common Stock | | 1,322 |
|
| | | Syngenta Ag - Adr | | Common Stock | | 1,358 |
|
| | | Taiwan Semiconductor Adr | | Common Stock | | 1,612 |
|
| | | Technip Sa Adr | | Common Stock | | 665 |
|
| | | Tokyo Electron Ltd-Unsp A | | Common Stock | | 1,332 |
|
| | | Toyota Motor Corp Spn Adr | | Common Stock | | 1,897 |
|
| | | Turkcell Iletisim Hizmet | | Common Stock | | 1,427 |
|
| | | United Overseas Bank Adr | | Common Stock | | 1,535 |
|
| | | Volkswagen Ag-Spons Adr P | | Common Stock | | 1,867 |
|
|
| | | | | | | | | | | | |
| | | Wal-Mart De Mexico Sa De | | Common Stock | | 985 |
|
| | | Woodside Petroleum Sp Adr | | Common Stock | | 914 |
|
| | | WPP Plc-sponsored Adr | | Common Stock | | 1,013 |
|
| | Large Cap Growth Portfolio: | | | | | | |
| | | Alexion Pharmaceuticals | | Common Stock | | 4,761 |
|
| | | Allergan Inc | | Common Stock | | 7,567 |
|
| | | Amazon Com. Inc | | Common Stock | | 8,677 |
|
| | | ARM Holdings PLC-Spons Ad | | Common Stock | | 6,579 |
|
| | | Baidu Ince - Spon Adr | | Common Stock | | 6,939 |
|
| | | Biogen Idec, Inc | | Common Stock | | 6,060 |
|
| | | Bristol-Myers Squibb Co | | Common Stock | | 4,458 |
|
| | | Celgene Corp | | Common Stock | | 10,006 |
|
| | | Cognizant Tech Solutions | | Common Stock | | 9,417 |
|
| | | Discovery Communications | | Common Stock | | 6,210 |
|
| | | Eog Resources Inc | | Common Stock | | 7,089 |
|
| | | Fmc Technologies Inc | | Common Stock | | 8,773 |
|
| | | Facebook Inc-A | | Common Stock | | 6,926 |
|
| | | Fastenal Company | | Common Stock | | 8,408 |
|
| | | Franklin Resoucres Inc | | Common Stock | | 4,883 |
|
| | | Gilead Sciences Inc | | Common Stock | | 9,299 |
|
| | | Google Inc Cl A | | Common Stock | | 8,729 |
|
| | | Linkedin Corp- A | | Common Stock | | 6,554 |
|
| | | Mercadolibre Inc | | Common Stock | | 7,312 |
|
| | | Monsanto Company | | Common Stock | | 8,422 |
|
| | | Precision Castparts Corp | | Common Stock | | 9,437 |
|
| | | Priceline.Com Inc | | Common Stock | | 10,566 |
|
| | | Red Hat Inc | | Common Stock | | 9,992 |
|
| | | Salesforce Com Inc | | Common Stock | | 9,553 |
|
| | | TJX Companies Inc | | Common Stock | | 7,767 |
|
| | | Tesla Motors Inc | | Common Stock | | 9,506 |
|
| | | Vertex Pharmaceuticals In | | Common Stock | | 7,383 |
|
| | | Visa Inc - Class A Shares | | Common Stock | | 8,093 |
|
| | | Vmware Inc - Class A | | Common Stock | | 10,148 |
|
| | | Michael Kors Hlds Ltd | | Common Stock | | 9,924 |
|
| | | Dreyfus Treasury & Agency | | Money Market | | 2,148 |
|
Fully benefit-responsive contracts | | | | | | |
| | Capital Preservation Portfolio: | | | | | | |
| | | T Rowe Price Reserve Inv Fund | | Mutual and Trust Fund | | 95,627 |
|
| | | T Rowe Price ST Common | | Mutual and Trust Fund | | 107,686 |
|
| | | T Rowe Price Short-Int Term Common | | Mutual and Trust Fund | | 135,542 |
|
| | | T Rowe Price Int Term Common | | Mutual and Trust Fund | | 214,370 |
|
| | | T Rowe Price Managed Bond | | Mutual and Trust Fund | | 95,719 |
|
| | | New York Life 2.05% | | Guaranteed Investment Contract | | 4,637 |
|
| | | New York Life 2.60% | | Guaranteed Investment Contract | | 7,036 |
|
| | | New York Life 1.25% | | Guaranteed Investment Contract | | 11,918 |
|
| | | Principal Life | | Guaranteed Investment Contract | | 20,565 |
|
| | | Metropolitan Life | | Guaranteed Investment Contract | | 9,329 |
|
| | | Metropolitan Life | | Guaranteed Investment Contract | | 11,578 |
|
| | | Metropolitan Life | | Separate Account Contracts | | 223,444 |
|
| | | Royal Bank of Canada: | | | | | | |
| | | | Collective US Govt Stif 5 Bps | | Fixed Income | | 915 |
|
| | | | American Express Co | | Fixed Income | | 625 |
|
| | | | Anz National (Intl) Ltd 144a | | Fixed Income | | 463 |
|
|
| | | | | | | | | | | | |
| | | | Bank Of America Corp | | Fixed Income | | 127 |
|
| | | | Bank Of America Corp | | Fixed Income | | 421 |
|
| | | | Bank Of America Corp | | Fixed Income | | 226 |
|
| | | | Bank Of America Corp | | Fixed Income | | 61 |
|
| | | | Bank Of America Corp | | Fixed Income | | 30 |
|
| | | | Bank Of New York Mellon | | Fixed Income | | 366 |
|
| | | | Bank Of New York Mellon | | Fixed Income | | 80 |
|
| | | | Bank Of Nova Scotia | | Fixed Income | | 525 |
|
| | | | Bank Of Nova Scotia | | Fixed Income | | 75 |
|
| | | | Bank Of Nova Scotia | | Fixed Income | | 80 |
|
| | | | Banque Fed Cred Mutuel 144a | | Fixed Income | | 696 |
|
| | | | Barclays Bank McKesson | | Fixed Income | | 142 |
|
| | | | Bb&t Corporation | | Fixed Income | | 466 |
|
| | | | BK Tokyo-Mitsubishi UFJ 144a | | Fixed Income | | 859 |
|
| | | | BNP Paribas | | Fixed Income | | 821 |
|
| | | | Canadian Imperial Bank | | Fixed Income | | 693 |
|
| | | | Capital One Financial Co | | Fixed Income | | 155 |
|
| | | | Capital One Financial Co | | Fixed Income | | 67 |
|
| | | | Capital One Financial Co | | Fixed Income | | 450 |
|
| | | | Citigroup Inc | | Fixed Income | | 10 |
|
| | | | Citigroup Inc | | Fixed Income | | 595 |
|
| | | | Citigroup Inc | | Fixed Income | | 111 |
|
| | | | Commonwealth Bank Aust | | Fixed Income | | 1,074 |
|
| | | | Commonwealth Bank Aust 144a | | Fixed Income | | 181 |
|
| | | | DNB Bank Asa 144a | | Fixed Income | | 800 |
|
| | | | Fifth Third Bancorp | | Fixed Income | | 325 |
|
| | | | Goldman Sachs Group Inc | | Fixed Income | | 127 |
|
| | | | Goldman Sachs Group Inc | | Fixed Income | | 210 |
|
| | | | Goldman Sachs Group Inc | | Fixed Income | | 556 |
|
| | | | HSBC Bank McKesson 144a | | Fixed Income | | 231 |
|
| | | | HSBC USA Inc | | Fixed Income | | 497 |
|
| | | | Jpmorgan Chase & Co | | Fixed Income | | 184 |
|
| | | | Jpmorgan Chase & Co | | Fixed Income | | 153 |
|
| | | | Jpmorgan Chase & Co | | Fixed Income | | 428 |
|
| | | | Jpmorgan Chase & Co | | Fixed Income | | 70 |
|
| | | | Jpmorgan Chase & Co | | Fixed Income | | 564 |
|
| | | | Key Bank NA | | Fixed Income | | 16 |
|
| | | | Keycorp | | Fixed Income | | 382 |
|
| | | | Manuf & Traders Trust Co | | Fixed Income | | 782 |
|
| | | | Morgan Stanley | | Fixed Income | | 144 |
|
| | | | Morgan Stanley | | Fixed Income | | 132 |
|
| | | | Morgan Stanley | | Fixed Income | | 152 |
|
| | | | Morgan Stanley | | Fixed Income | | 569 |
|
| | | | Morgan Stanley | | Fixed Income | | 87 |
|
| | | | National Bank Of Canada | | Fixed Income | | 856 |
|
| | | | Nordea Bank Ab 144a | | Fixed Income | | 209 |
|
| | | | Nordea Bank Ab 144a | | Fixed Income | | 837 |
|
| | | | Pnc Funding Corp | | Fixed Income | | 96 |
|
| | | | Pnc Funding Corp | | Fixed Income | | 503 |
|
| | | | Royal Bank Of Canada | | Fixed Income | | 189 |
|
| | | | Royal Bank Of Canada | | Fixed Income | | 539 |
|
| | | | State Street Corp | | Fixed Income | | 578 |
|
| | | | Suntrust Banks Inc | | Fixed Income | | 684 |
|
| | | | Svenska Handelsbanken Ab | | Fixed Income | | 693 |
|
|
| | | | | | | | | | | | |
| | | | Swedbank Ab 144a | | Fixed Income | | 845 |
|
| | | | Toronto-Dominion Bank | | Fixed Income | | 325 |
|
| | | | Toronto-Dominion Bank | | Fixed Income | | 455 |
|
| | | | US Bancorp | | Fixed Income | | 261 |
|
| | | | US Bancorp | | Fixed Income | | 253 |
|
| | | | US Bancorp | | Fixed Income | | 129 |
|
| | | | Wells Fargo & Company | | Fixed Income | | 182 |
|
| | | | Wells Fargo & Company | | Fixed Income | | 87 |
|
| | | | Wells Fargo & Company | | Fixed Income | | 557 |
|
| | | | Westpac Banking Corp | | Fixed Income | | 859 |
|
| | | | BHP Billiton Fin USA Ltd | | Fixed Income | | 106 |
|
| | | | BHP Billiton Fin USA Ltd | | Fixed Income | | 227 |
|
| | | | BHP Billiton Fin USA Ltd | | Fixed Income | | 297 |
|
| | | | Dow Chemical Co | | Fixed Income | | 123 |
|
| | | | Dow Chemical Co | | Fixed Income | | 510 |
|
| | | | Eastman Chemical Co | | Fixed Income | | 624 |
|
| | | | Goldcorp Inc | | Fixed Income | | 564 |
|
| | | | Sherwin-williams Co | | Fixed Income | | 614 |
|
| | | | Vale Overseas | | Fixed Income | | 108 |
|
| | | | Vale Overseas Limited | | Fixed Income | | 115 |
|
| | | | Franklin Resources Inc | | Fixed Income | | 609 |
|
| | | | Caterpillar Financial SE | | Fixed Income | | 240 |
|
| | | | Caterpillar Financial SE | | Fixed Income | | 135 |
|
| | | | Caterpillar Fin Serv | | Fixed Income | | 128 |
|
| | | | Caterpillar Fin Serv Crp | | Fixed Income | | 168 |
|
| | | | Danaher Corp | | Fixed Income | | 105 |
|
| | | | Eaton Corp | | Fixed Income | | 692 |
|
| | | | Emerson Electric Co | | Fixed Income | | 96 |
|
| | | | Emerson Electric Co | | Fixed Income | | 53 |
|
| | | | General Electric Co | | Fixed Income | | 106 |
|
| | | | John Deere Capital Corp | | Fixed Income | | 231 |
|
| | | | John Deere Capital Corp | | Fixed Income | | 591 |
|
| | | | Roper Industries Inc | | Fixed Income | | 15 |
|
| | | | Roper Industries Inc | | Fixed Income | | 250 |
|
| | | | Waste Management Inc | | Fixed Income | | 26 |
|
| | | | AT&T Inc | | Fixed Income | | 126 |
|
| | | | AT&T Inc | | Fixed Income | | 101 |
|
| | | | AT&T Inc | | Fixed Income | | 60 |
|
| | | | British Telecom McKesson | | Fixed Income | | 681 |
|
| | | | CC Holdings Gs V LLC/CRO | | Fixed Income | | 372 |
|
| | | | Crown Castle Towers LLC 144a | | Fixed Income | | 230 |
|
| | | | Crown Castle Towers LLC 144a | | Fixed Income | | 103 |
|
| | | | Directv Hldg/Fin Inc | | Fixed Income | | 11 |
|
| | | | Directv Holdings/Fing | | Fixed Income | | 31 |
|
| | | | Directv Holdings/Fing | | Fixed Income | | 211 |
|
| | | | Directv Holdings/Fing | | Fixed Income | | 49 |
|
| | | | Directv Holdings LLC | | Fixed Income | | 271 |
|
| | | | Discovery Communications | | Fixed Income | | 104 |
|
| | | | GTP Acquisition Partners 144a | | Fixed Income | | 148 |
|
| | | | NBC Universal Media LLC | | Fixed Income | | 141 |
|
| | | | Omnicom Group Inc | | Fixed Income | | 274 |
|
| | | | SBA Tower Trust 144a | | Fixed Income | | 422 |
|
| | | | SBA Tower Trust 144a | | Fixed Income | | 225 |
|
| | | | Thomson Reuters Corp | | Fixed Income | | 214 |
|
|
| | | | | | | | | | | | |
| | | | Thomson Reuters Corp | | Fixed Income | | 179 |
|
| | | | Verizon Communications | | Fixed Income | | 589 |
|
| | | | American Honda Finance 144a | | Fixed Income | | 981 |
|
| | | | CVS Caremark Corp | | Fixed Income | | 271 |
|
| | | | Daimler Finance NA LLC 144a | | Fixed Income | | 152 |
|
| | | | Daimler Finance NA LLC 144a | | Fixed Income | | 819 |
|
| | | | Ford Motor Credit Co LLC | | Fixed Income | | 207 |
|
| | | | Ford Motor Credit Co LLC | | Fixed Income | | 147 |
|
| | | | Harley Davidson Finl Ser 144a | | Fixed Income | | 60 |
|
| | | | Harley Davidson Finl Serv 144a | | Fixed Income | | 299 |
|
| | | | Hyundai Capital America 144a | | Fixed Income | | 121 |
|
| | | | Johnson Controls Inc | | Fixed Income | | 95 |
|
| | | | Mcdonalds Corp | | Fixed Income | | 58 |
|
| | | | Nissan Motor Acceptance 144a | | Fixed Income | | 85 |
|
| | | | Paccar Financial Corp | | Fixed Income | | 306 |
|
| | | | Paccar Financial Corp | | Fixed Income | | 251 |
|
| | | | Tjx Cos Inc | | Fixed Income | | 37 |
|
| | | | Toyota Motor Credit Corp | | Fixed Income | | 299 |
|
| | | | Toyota Motor Credit Corp | | Fixed Income | | 361 |
|
| | | | Toyota Motor Credit Corp | | Fixed Income | | 30 |
|
| | | | Volkswagen Intl Fin Nv 144a | | Fixed Income | | 330 |
|
| | | | Volkswagen Intl Fin Nv 144a | | Fixed Income | | 272 |
|
| | | | Wal-mart Stores | | Fixed Income | | 237 |
|
| | | | Walt Disney Company | | Fixed Income | | 198 |
|
| | | | Wesfarmers Ltd 144a | | Fixed Income | | 276 |
|
| | | | Abbvie Inc | | Fixed Income | | 324 |
|
| | | | Abbvie Inc | | Fixed Income | | 298 |
|
| | | | Altria Group Inc | | Fixed Income | | 48 |
|
| | | | Altria Group Inc | | Fixed Income | | 113 |
|
| | | | Anheuser-busch Inbev Wor | | Fixed Income | | 243 |
|
| | | | Anheuser-busch Inbev Wor | | Fixed Income | | 105 |
|
| | | | Baxter International Inc | | Fixed Income | | 747 |
|
| | | | Bottling Group LLC | | Fixed Income | | 238 |
|
| | | | Catholic Health Initiati | | Fixed Income | | 10 |
|
| | | | Celgene Corp | | Fixed Income | | 130 |
|
| | | | Coca-Cola Amatil Ltd 144a | | Fixed Income | | 220 |
|
| | | | Coca Cola Co | | Fixed Income | | 149 |
|
| | | | Coca-Cola Co | | Fixed Income | | 108 |
|
| | | | Coca-Cola Co | | Fixed Income | | 92 |
|
| | | | Coca-Cola Co/The | | Fixed Income | | 55 |
|
| | | | Express Scripts Holding | | Fixed Income | | 174 |
|
| | | | Express Scripts Inc | | Fixed Income | | 346 |
|
| | | | General Mills Inc | | Fixed Income | | 20 |
|
| | | | Gilead Sciences Inc | | Fixed Income | | 82 |
|
| | | | Gilead Sciences Inc | | Fixed Income | | 228 |
|
| | | | GlaxoSmithKline Capital | | Fixed Income | | 186 |
|
| | | | Heineken Nv 144a | | Fixed Income | | 49 |
|
| | | | Hershey Co | | Fixed Income | | 163 |
|
| | | | Kellogg Co | | Fixed Income | | 50 |
|
| | | | Kraft Foods Group Inc | | Fixed Income | | 137 |
|
| | | | Kroger Co | |