dvn-8k_20171231.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 11-K

 

 

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

 

For the fiscal year ended December 31, 2017

or

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

 

Commission File Number 001-32318

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Devon Energy Corporation Incentive Savings Plan

 

B.

Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, OK 73102-5015


 

 


Table of Contents

DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

FORM 11-K

TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting Firm

3

 

 

Financial Statements

 

Statements of Net Assets Available for Benefits

4

Statement of Changes in Net Assets Available for Benefits

5

Notes to Financial Statements

6

 

 

Supplemental Schedule

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

12

 

 

Signature

19

 

 


2


Table of Contents

 

 

Report of Independent Registered Public Accounting Firm

 

Plan Administrator and Plan Participants

Devon Energy Corporation Incentive Savings Plan

 

Opinion on the financial statements

We have audited the accompanying statements of net assets available for benefits of Devon Energy Corporation Incentive Savings Plan (the “Plan”) as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and 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 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

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 supporting 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 information in the accompanying schedule of assets (held at end of year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic 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 information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is 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 information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/s/ GRANT THORNTON LLP

We have served as the Plan’s auditor since 2006.

Oklahoma City, Oklahoma

June 6, 2018

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

  

 

December 31,

 

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

Investments, at fair value

 

$

768,781,501

 

 

$

683,033,717

 

Employer contributions receivable

 

 

5,576,542

 

 

 

5,571,103

 

Notes receivable from participants

 

 

8,768,683

 

 

 

7,998,306

 

Other receivables

 

 

2,138,866

 

 

 

455,190

 

Total assets

 

 

785,265,592

 

 

 

697,058,316

 

LIABILITIES

 

 

 

 

 

 

 

 

Other liabilities

 

 

1,665,144

 

 

 

699,690

 

Total liabilities

 

 

1,665,144

 

 

 

699,690

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

783,600,448

 

 

$

696,358,626

 

 

See accompanying notes to financial statements.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Year Ended December 31,

 

 

 

2017

 

Additions:

 

 

 

 

Investment income:

 

 

 

 

Net appreciation in fair value of investments

 

$

92,376,406

 

Dividend income

 

 

13,669,437

 

Interest income

 

 

93,953

 

Net investment gain

 

 

106,139,796

 

Contributions:

 

 

 

 

Participant, including rollovers

 

 

26,799,751

 

Employer, net of forfeitures

 

 

39,094,292

 

Total contributions

 

 

65,894,043

 

Interest income on notes receivable from participants

 

 

353,815

 

Total additions

 

 

172,387,654

 

Deductions:

 

 

 

 

Distributions to participants

 

 

82,803,005

 

Administrative expenses

 

 

2,342,827

 

Total deductions

 

 

85,145,832

 

Net increase in net assets available for benefits

 

 

87,241,822

 

Net assets available for benefits:

 

 

 

 

Beginning of year

 

 

696,358,626

 

End of year

 

$

783,600,448

 

 

See accompanying notes to financial statements.

 

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.

Description of Plan  

 

The following description of the Devon Energy Corporation Incentive Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the plan agreement and respective amendments for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan covering substantially all United States employees of Devon Energy Corporation (“Devon”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Employees are eligible to participate in the Plan as soon as administratively possible following the completion of one hour of service. There is no minimum age requirement for employees to be eligible.

 

The plan administrator is a committee of Devon employees who are appointed by and serve at the direction of Devon (the “Benefits Committee”). The Benefits Committee is responsible for administration of the Plan, except for the duties related to selecting and monitoring the Plan’s investment options. The selection and monitoring of investment options, and related functions, is the responsibility of a separate committee of Devon employees who are appointed by and serve at the direction of Devon (the “Investments Committee”).

 

Devon’s Board of Directors, or a committee thereof, has the sole responsibility for appointing and removing the Plan’s trustee, which is currently Fidelity Management Trust Company (the “Trustee”). Under the terms of an agreement between the Trustee and the Plan, the Trustee administers the Plan’s trust in accordance with instructions provided by the Benefits Committee.

 

Contributions

 

As defined in the Plan, participants may elect to contribute from 1% to 50% of their compensation to the Plan on a pre-tax basis or on an after-tax, designated Roth basis. The combined pre-tax and designated Roth contributions are subject to limitations under the Internal Revenue Code (the “Code”). Participants who have attained age 50 before the end of the Plan year are eligible to make pre-tax or designated Roth catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (“Rollover Contributions”). Participant Rollover Contributions were approximately $924,000 during 2017.

 

New employees who do not take action to either enroll or decline to enroll in the Plan are automatically enrolled in the Plan with a pre-tax deferral contribution rate equal to 3%.

 

Participants may receive an employer match on their contribution to the Plan in an amount determined annually by Devon. The amount of the matching contribution will vary according to the participant’s years of service and whether the participant is eligible for enhanced contributions. Participants employed subsequent to October 1, 2007 and participants who opted out of a separate defined benefit plan sponsored by Devon are eligible for enhanced contributions. During 2017, for all participants with at least five years of service, Devon contributed amounts equal to 100% of each participant’s contributions to the Plan, with the matching contribution being limited to the lesser of 6% of the participant’s compensation or $16,200. For participants with less than five years of service, Devon’s matching contributions in 2017 were limited to the lesser of 3% of the participant’s compensation or $8,100.  

 

Participants eligible for enhanced contributions also receive additional, nondiscretionary contributions by Devon calculated as a percentage of their compensation, as defined in the Plan. In 2017, the enhanced contribution percentage ranged from 8% to 16%, depending upon a participant’s years of service.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution, Devon’s contribution and allocations of earnings or losses on the investments selected by the participant and charged with an allocation of administrative expenses. Allocations are based on participant earnings, account balances or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

6

 


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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

Investments  

 

Participants direct their account balances to be invested in a number of investment options. Participants may change their investment options on a daily basis. Investment options of the Plan as of December 31, 2017 consist of mutual funds, equity securities, Devon common stock, collective trust funds, stable value fund and Brokerage Link. Brokerage Link is a self-directed brokerage account that allows participants to invest in a wide variety of funds.

 

Vesting and Forfeitures

 

Participants are vested immediately in their contributions, plus the associated investment income or losses. For each year of service up to four years, a participant becomes 25% vested in employer contributions to their account and the associated investment income or losses. Participants will become vested upon a change of control of Devon, as defined in the Plan or if the participant dies, becomes totally disabled or reaches age 65 while employed by Devon.

 

Upon a termination of service that results in nonvested amounts in a participant’s account, the nonvested portion is forfeited and used to reduce Devon’s future contributions or pay Plan expenses. Employer contributions were reduced by approximately $1,205,000 in 2017 due to forfeitures. In 2017, Plan expenses of approximately $205,000 were paid by forfeitures. As of December 31, 2017 and 2016, there were approximately $293,000 and $420,000, respectively, of forfeitures available to reduce future employer contributions or pay expenses.

 

Notes Receivable from Participants

 

Participants may borrow from their fund accounts and may have up to two loans outstanding at any time. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance.  The loans are secured by the balance in the participants’ accounts. The loans bear interest at a fixed rate, which approximates the rate generally charged for consumer loans secured by certificates of deposit or marketable securities. The interest rates ranged from 4.25% to 9.50% at December 31, 2017. The terms of the loans may not exceed five years, except for loans used to purchase a primary residence, in which case the loan term generally will not exceed 15 years. Maturity dates ranged from January 2018 to March 2033 at December 31, 2017. Principal and interest is repaid through biweekly payroll deductions from the participants’ wages.

 

Payment of Benefits

 

While still employed, a participant who is age 59½ or older may withdraw all or part of the vested interest in their account at any time. Participants who are still employed also may withdraw their Rollover Contributions regardless of age. In addition, participants who are still employed and who have taken all other withdrawals and loans available under the Plan may also request a withdrawal in an amount necessary to satisfy an immediate and heavy financial need.  

 

On termination of service due to death, disability or upon retirement, participants (or a beneficiary in the case of death) may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in their account or equal installments (monthly, quarterly, semi-annually or annually) for any period less than the life expectancy of the participant and their beneficiary. For termination of service for other reasons, participants may receive the value of the vested interest in their account as a lump-sum distribution. Depending on the value of the participant’s vested interest in their account at the time of their termination of service, the value of the participant’s vested interest may be automatically paid in a lump-sum distribution, paid in a direct rollover or automatically rolled over to an individual retirement account or annuity established in the participant’s or beneficiary’s name.

 


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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

2.

Summary of Significant Accounting Policies

 

The following are the significant accounting policies followed by the Plan in preparing the accompanying financial statements.

 

Basis of Presentation

 

The financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.  

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell the investment in an orderly transaction between market participants. This price is commonly referred to as the “exit price.” Fair value measurements are classified according to a hierarchy that prioritizes the inputs underlying the valuation techniques. This hierarchy consists of three broad levels:

 

 

Level 1 – Inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority. When available, Level 1 inputs are used to measure fair value because they generally provide the most reliable evidence of fair value.

 

 

Level 2 – Inputs consist of quoted prices that are generally observable for the asset. Common examples of Level 2 inputs include quoted prices for similar assets in active markets or quoted prices for identical assets in markets not considered to be active.

 

 

Level 3 – Inputs are not observable from objective sources and have the lowest priority. The most common Level 3 fair value measurement is an internally developed cash flow model.

 

Realized gains or losses are calculated based on proceeds from the sale of investments and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. Unrealized appreciation or depreciation of the investments is calculated based on the fair value of the investments at the end of the plan year and the fair value of the investments at the beginning of the plan year or at time of purchase if acquired during the current plan year. 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.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2017 or 2016. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.

 

Payment of Benefits

Benefits are recorded when paid.

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

Administrative Expenses

 

Trustee, audit and certain other administrative fees are paid by Devon on behalf of the Plan and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment management fees related to the equity securities and collective trusts are included in administrative expenses. All other investment-related expenses are included in net appreciation of fair value of investments.

 

3.

Fair Value Measurements

 

The following tables provide the Plan’s investments at fair value according to the fair value hierarchy. The Plan had no Level 2 or Level 3 investments as of December 31, 2017 and 2016. There have been no changes in the methodologies used at December 31, 2017 and 2016.

  

 

As of December 31, 2017

 

 

 

Total

 

 

Level 1 Inputs

 

Mutual funds

 

$

244,897,426

 

 

$

244,897,426

 

Self-directed brokerage account

 

 

37,017,592

 

 

 

37,017,592

 

Common stock

 

 

230,170,187

 

 

 

230,170,187

 

Total assets in the fair value hierarchy

 

$

512,085,205

 

 

$

512,085,205

 

Investments measured at net asset value

 

 

256,696,296

 

 

 

 

 

Investments at fair value

 

$

768,781,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

 

Total

 

 

Level 1 Inputs

 

Mutual funds

 

$

205,891,804

 

 

$

205,891,804

 

Self-directed brokerage account

 

 

32,305,893

 

 

 

32,305,893

 

Common stock

 

 

225,588,412

 

 

 

225,588,412

 

Total assets in the fair value hierarchy

 

$

463,786,109

 

 

$

463,786,109

 

Investments measured at net asset value

 

 

219,247,608

 

 

 

 

 

Investments at fair value

 

$

683,033,717

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

     The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2017 and 2016, respectively.

 

December 31, 2017

 

Fair Value

 

 

Unfunded Commitments

 

Redemption Frequency

 

Redemption Notice Period

Commingled funds:

 

 

 

 

 

 

 

 

 

 

US Equity

 

$

104,968,336

 

 

None

 

Daily

 

None

International Equity

 

 

86,136,854

 

 

None

 

Daily

 

None

World Equity

 

 

24,601,478

 

 

None

 

Daily

 

None

Real Estate

 

 

1,539,780

 

 

None

 

Daily

 

None

Total commingled funds

 

 

217,246,448

 

 

 

 

 

 

 

Stable value collective:

 

 

 

 

 

 

 

 

 

 

Trust fund

 

 

39,449,848

 

 

None

 

Daily

 

12 months

Investments measured at net asset value

 

$

256,696,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

Fair Value

 

 

Unfunded Commitments

 

Redemption Frequency

 

Redemption Notice Period

Commingled funds:

 

 

 

 

 

 

 

 

 

 

US Equity

 

$

96,402,679

 

 

None

 

Daily

 

None

International Equity

 

 

64,197,186

 

 

None

 

Daily

 

None

World Equity

 

 

11,263,590

 

 

None

 

Daily

 

None

Real Estate

 

 

5,667,593

 

 

None

 

Daily

 

None

Total commingled funds

 

 

177,531,048

 

 

 

 

 

 

 

Stable value collective:

 

 

 

 

 

 

 

 

 

 

Trust fund

 

 

41,716,560

 

 

None

 

Daily

 

12 months

Investments measured at net asset value

 

$

219,247,608

 

 

 

 

 

 

 

 

 

The following methods and assumptions were used to estimate the fair values in the tables above.

 

Mutual funds. Valued at the daily closing price as reported by the fund.  Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC.  These funds are required to publish their daily net asset value (“NAV”) and to transact at that price.  The mutual funds held by the Plan are deemed to be actively traded.

 

Self-directed brokerage accounts. Accounts primarily consist of mutual funds that are valued on the basis of readily determinable market prices.

 

Common stocks. Valued at the closing price reported on the active market on which the individual securities are traded.

 

Commingled funds. Valued based on the net asset value of the commingled funds’ underlying investments using information reported by the investment advisor. The net asset value is used as a practical expedient to estimate fair value.

 

Stable value collective trust fund. Valued at the net asset value of units of the collective trust. The net asset value is used as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidations will be carried out in an orderly business manner.

 

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, although these valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to

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DEVON ENERGY CORPORATION INCENTIVE SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – CONTINUED

 

determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

4.  Plan Termination

Although Devon has not expressed any intent to terminate the Plan, it may do so at any time. Benefits owed to participants are not actuarially determined and the aggregate vested benefits are limited to the Plan’s net assets available for plan benefits. In the event of the Plan’s termination, participants would become 100% vested in their accounts.

 

5.

Related Party and Parties in Interest Transactions

 

The Trustee and Devon are parties in interest as defined by ERISA. Certain plan investments are shares of mutual funds managed by Fidelity Management & Research Company, which is an affiliate of the Trustee. The Trustee also invests certain Plan assets in the Devon Stock Fund. Such transactions qualify as party-in-interest transactions permitted by the Department of Labor regulations.

 

6.

Tax Status

 

The Internal Revenue Service has determined and informed Devon by a letter dated July 10, 2017 that the Plan and related trusts are designed in accordance with applicable sections of the Code. Prior to July 10, 2017 the Plan operated under a determination letter dated November 3, 2015. Although the Plan has been amended since receiving the determination letter, the Benefits Committee believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code and, therefore, believe that the Plan is qualified and the related trust is tax-exempt.

 

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability 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 Benefits Committee has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements as of December 31, 2017 and 2016.

 

The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

7.

Risk and Uncertainties

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks. Because of the risks associated with investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

 

 

 


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Devon Energy Corporation Incentive Savings Plan

 

 

 

 

 

 

 

 

 

 

EIN: 73-1567067     Plan Number: 002

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Identity of issue, borrower, lessor or similar party

 

Description of investment

 

Number of shares or units

 

 

Current Value

 

Devon Energy Corporation**

 

Devon common stock

 

 

650,234

 

 

$

26,919,688

 

Cash equivalent fund:

 

 

 

 

 

 

 

 

 

 

   The Vanguard Group

 

Vanguard Money Market Fund

 

 

11,099,639

 

 

 

11,099,639

 

   Interest-bearing cash

 

Money-market securities

 

 

 

 

 

 

5,042,331

 

Mutual Funds and Common Trust Funds:

 

 

 

 

 

 

 

 

 

 

  TCW Investment Management Company

 

TCW Core Fixed Income Fund

 

 

5,498,159

 

 

 

60,424,765

 

PIMCO Funds

 

PIMCO All Asset All Authority

 

 

4,669,883

 

 

 

41,655,358

 

   SEI Trust Company

 

PIMCO Stable Income Fund

 

 

374,251

 

 

 

39,449,848

 

   Aberdeen

 

Aberdeen Emerging Markets Fund

 

 

1,138,447

 

 

 

18,374,539

 

   Harbor Funds

 

Harbor International Fund

 

 

711,456

 

 

 

48,037,526

 

   Neuberger Berman

 

Neuberger Berman High Yield Bond Fund

 

 

2,817,838

 

 

 

24,487,012

 

   Blackrock, Inc.

 

US Equity Index

 

 

3,492,879

 

 

 

104,968,336

 

   Blackrock, Inc.

 

International Equity Index

 

 

5,403,106

 

 

 

86,136,854

 

   Blackrock, Inc.

 

Blackrock MSCI ACWI Minimum Volatility Fund

 

 

1,979,403

 

 

 

24,601,478

 

   Capital Research & Management Company

 

Europacific Growth Fund

 

 

206,697

 

 

 

11,603,946

 

   Invesco

 

Invesco Equity Real Estate Securities Trust

 

 

10,587

 

 

 

1,539,780

 

Western Asset

 

Inflation Indexed Plus Bond Portfolio

 

 

2,156,317

 

 

 

24,172,310

 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

2U INC

 

Common stock

 

 

7,138

 

 

 

460,472

 

ABBVIE INC

 

Common stock

 

 

3,906

 

 

 

377,749

 

ABIOMED INC

 

Common stock

 

 

3,287

 

 

 

616,017

 

ACADIA PHARMACEUTICALS

 

Common stock

 

 

3,606

 

 

 

108,577

 

ACI WORLDWIDE INC

 

Common stock

 

 

14,700

 

 

 

333,249

 

ADOBE SYSTEMS INC

 

Common stock

 

 

3,003

 

 

 

526,246

 

ADTALEM GLOBAL EDUCATION

 

Common stock

 

 

12,160

 

 

 

511,328

 

ADVANCE AUTO PARTS INC

 

Common stock

 

 

7,500

 

 

 

747,675

 

AECOM

 

Common stock

 

 

7,400

 

 

 

274,910

 

AERCAP HOLDINGS NV

 

Common stock

 

 

11,000

 

 

 

578,710

 

AES CORP

 

Common stock

 

 

73,400

 

 

 

794,922

 

AETNA INC

 

Common stock

 

 

4,048

 

 

 

730,219

 

AFFILIATED MANAGERS GRP

 

Common stock

 

 

1,965

 

 

 

403,315

 

AGNC INVESTMENT CORP

 

Common stock

 

 

38,100

 

 

 

769,239

 

AIR PRODUCTS & CHEMICALS

 

Common stock

 

 

11,515

 

 

 

1,889,381

 

ALASKA AIR GROUP INC

 

Common stock

 

 

5,000

 

 

 

367,550

 

ALIBABA GROUP HLD SPON AD

 

Common stock

 

 

8,976

 

 

 

1,547,732

 

ALLEGHANY CORP DEL

 

Common stock

 

 

1,400

 

 

 

834,526

 

ALLERGAN PLC

 

Common stock

 

 

737

 

 

 

120,558

 

ALLIANT ENERGY CORPORATIO

 

Common stock

 

 

10,300

 

 

 

438,883

 

12


Table of Contents

ALLY FINANCIAL INC

 

Common stock

 

 

8,400

 

 

 

244,944

 

ALPHABET INC CL C

 

Common stock

 

 

2,961

 

 

 

3,098,390

 

ALTABA INC

 

Common stock

 

 

6,133

 

 

 

428,390

 

ALTRIA GROUP INC

 

Common stock

 

 

9,632

 

 

 

687,821

 

AMAZON.COM INC

 

Common stock

 

 

2,602

 

 

 

3,042,961

 

AMC ENTERTAINMENT HL CL A

 

Common stock

 

 

39,100

 

 

 

590,410

 

AMC NETWORKS INC CL A

 

Common stock

 

 

11,900

 

 

 

643,552

 

AMERCO INC

 

Common stock

 

 

2,300

 

 

 

869,193

 

AMERICAN EAGLE OUTFITTERS

 

Common stock

 

 

17,400

 

 

 

327,120

 

AMERICAN EXPRESS CO

 

Common stock

 

 

12,910

 

 

 

1,282,092

 

AMERICAN INTL GROUP

 

Common stock

 

 

10,153

 

 

 

604,916

 

ANTERO RES CORP

 

Common stock

 

 

36,500

 

 

 

693,500

 

ANTHEM INC

 

Common stock

 

 

6,192

 

 

 

1,393,262

 

APPLE INC

 

Common stock

 

 

18,767

 

 

 

3,175,939

 

APPLIED MATERIALS INC

 

Common stock

 

 

14,766

 

 

 

754,838

 

APTIV PLC

 

Common stock

 

 

3,137

 

 

 

266,112

 

ARISTA NETWORKS INC

 

Common stock

 

 

1,571

 

 

 

370,096

 

ARRIS INTERNATIONAL PLC

 

Common stock

 

 

21,000

 

 

 

539,490

 

AUTODESK INC

 

Common stock

 

 

4,836

 

 

 

506,958

 

AVNET INC

 

Common stock

 

 

15,300

 

 

 

606,186

 

AXALTA COATING SYS LTD

 

Common stock

 

 

10,785

 

 

 

349,003

 

AXIS CAPITAL HOLDINGS LTD

 

Common stock

 

 

10,900

 

 

 

547,834

 

BALL CORP

 

Common stock

 

 

15,949

 

 

 

603,670

 

BANK OF AMERICA CORPORATI

 

Common stock

 

 

104,845

 

 

 

3,095,023

 

BANK OF THE OZARKS INC

 

Common stock

 

 

12,040

 

 

 

583,338

 

BERKSHIRE HATHAWAY CL B

 

Common stock

 

 

5,300

 

 

 

1,050,566

 

BIOMARIN PHARMACEUTICAL

 

Common stock

 

 

2,837

 

 

 

252,975

 

BLACK KNIGHT INC

 

Common stock

 

 

5,727

 

 

 

252,847

 

BLACKHAWK NETWORK HLDG

 

Common stock

 

 

16,000

 

 

 

570,400

 

BLACKROCK INC

 

Common stock

 

 

552

 

 

 

283,568

 

BLACKSTONE GROUP LP

 

Common stock

 

 

15,352

 

 

 

491,571

 

BLOCK H & R INC

 

Common stock

 

 

19,400

 

 

 

508,668

 

BOEING CO

 

Common stock

 

 

666

 

 

 

196,410

 

BOOZ ALLEN HAMILTON  CL A

 

Common stock

 

 

16,428

 

 

 

626,400

 

BOSTON SCIENTIFIC CORP

 

Common stock

 

 

11,605

 

 

 

287,688

 

BP PLC SPON ADR

 

Common stock

 

 

24,829

 

 

 

1,043,563

 

BRISTOL-MYERS SQUIBB CO

 

Common stock

 

 

3,747

 

 

 

229,616

 

BROADCOM LTD

 

Common stock

 

 

8,995

 

 

 

2,310,816

 

BWX TECHNOLOGIES INC

 

Common stock

 

 

15,216

 

 

 

920,416

 

CABLE ONE INC W/I

 

Common stock

 

 

263

 

 

 

184,981

 

CAMBREX CORP

 

Common stock

 

 

8,577

 

 

 

411,696

 

CAPITAL ONE FIN CORP

 

Common stock

 

 

6,999

 

 

 

696,960

 

CARDINAL HEALTH INC

 

Common stock

 

 

8,895

 

 

 

544,997

 

CARNIVAL CORP

 

Common stock

 

 

10,093

 

 

 

669,872

 

CARRIZO OIL & GAS INC

 

Common stock

 

 

5,311

 

 

 

113,018

 

CASEY GENERAL STORES

 

Common stock

 

 

6,900

 

 

 

772,386

 

CATERPILLAR INC

 

Common stock

 

 

2,123

 

 

 

334,542

 

CAVIUM INC

 

Common stock

 

 

3,269

 

 

 

274,040

 

CBOE GLOBAL MARKETS INC

 

Common stock

 

 

3,723

 

 

 

463,849

 

CBS CORP CL B

 

Common stock

 

 

9,344

 

 

 

551,296

 

CELANESE CORP SER A

 

Common stock

 

 

15,129

 

 

 

1,620,013

 

CELGENE CORP

 

Common stock

 

 

5,413

 

 

 

564,901

 

13


Table of Contents

CHARLES RIVER LABS INTL

 

Common stock

 

 

4,559

 

 

 

498,983

 

CHARTER COMM INC A

 

Common stock

 

 

470

 

 

 

157,901

 

CHEVRON CORP

 

Common stock

 

 

8,500

 

 

 

1,064,115

 

CIGNA CORP

 

Common stock

 

 

5,282

 

 

 

1,072,721

 

CINTAS CORP

 

Common stock

 

 

1,908

 

 

 

297,324

 

CIT GROUP INC

 

Common stock

 

 

15,300

 

 

 

753,219

 

CITIGROUP INC

 

Common stock

 

 

28,721

 

 

 

2,137,130

 

CLOVIS ONCOLOGY INC

 

Common stock

 

 

1,736

 

 

 

118,048

 

COCA-COLA EUROPEAN PARTNE

 

Common stock

 

 

24,200

 

 

 

964,370

 

COGNIZANT TECH SOLUT CL A

 

Common stock

 

 

5,032

 

 

 

357,373

 

COHERENT INC

 

Common stock

 

 

1,204

 

 

 

339,793

 

COLLIERS INTL GROUP (US)

 

Common stock

 

 

3,680

 

 

 

222,088

 

COLUMBIA PROPERTY TR INC

 

Common stock

 

 

24,600

 

 

 

564,570

 

COMCAST CORP CL A

 

Common stock

 

 

42,690

 

 

 

1,709,735

 

COMPASS MINERALS INTL INC

 

Common stock

 

 

7,900

 

 

 

570,775

 

CONDUENT INC

 

Common stock

 

 

48,300

 

 

 

780,528

 

CONOCOPHILLIPS

 

Common stock

 

 

19,913

 

 

 

1,093,025

 

COPART INC

 

Common stock

 

 

24,078

 

 

 

1,039,929

 

CORECIVIC INC

 

Common stock

 

 

24,800

 

 

 

558,000

 

CORELOGIC INC

 

Common stock

 

 

14,200

 

 

 

656,182

 

COSTAR GROUP INC

 

Common stock

 

 

2,899

 

 

 

860,858

 

COVANTA HOLDING CORP

 

Common stock

 

 

13,100

 

 

 

221,390

 

CROWN CASTLE INTL CORP

 

Common stock

 

 

4,617

 

 

 

512,533

 

CSRA INC

 

Common stock

 

 

32,622

 

 

 

976,050

 

CVS HEALTH CORP

 

Common stock

 

 

9,700

 

 

 

703,250

 

DANAHER CORP

 

Common stock

 

 

8,298

 

 

 

770,220

 

DEXCOM INC

 

Common stock

 

 

6,576

 

 

 

377,397

 

DIAMONDBACK ENERGY INC

 

Common stock

 

 

3,349

 

 

 

422,811

 

DIEBOLD NIXDORF INC

 

Common stock

 

 

19,500

 

 

 

318,825

 

DISCOVERY COMM CL C NON-V

 

Common stock

 

 

19,700

 

 

 

417,049

 

DOLLAR GENERAL CORP

 

Common stock

 

 

12,300

 

 

 

1,144,023

 

DOMINOS PIZZA INC

 

Common stock

 

 

3,876

 

 

 

732,409

 

DOWDUPONT INC

 

Common stock

 

 

20,104

 

 

 

1,431,807

 

DST SYSTEMS INC

 

Common stock

 

 

8,800

 

 

 

546,216

 

DUN & BRADSTREET DEL NEW

 

Common stock

 

 

2,305

 

 

 

272,935

 

DYCOM INDUSTRIES INC

 

Common stock

 

 

4,832

 

 

 

538,430

 

E TRADE FINANCIAL CORP

 

Common stock

 

 

28,277

 

 

 

1,401,691

 

EAST WEST BANCORP INC

 

Common stock

 

 

4,057

 

 

 

246,787

 

ECHOSTAR CORP CL A

 

Common stock

 

 

11,000

 

 

 

658,900

 

ELECTRONIC ARTS INC

 

Common stock

 

 

2,844

 

 

 

298,791

 

ENCOMPASS HEALTH CORP

 

Common stock

 

 

9,530

 

 

 

470,877

 

ENCORE CAP GROUP INC

 

Common stock

 

 

8,552

 

 

 

360,039

 

EQUINIX INC

 

Common stock

 

 

2,015

 

 

 

913,238

 

EQUITY COMMONWEALTH

 

Common stock

 

 

33,000

 

 

 

1,006,830

 

EURONET WORLDWIDE INC

 

Common stock

 

 

4,597

 

 

 

387,389

 

EVERTEC INC

 

Common stock

 

 

33,900

 

 

 

462,735

 

EXACT SCIENCES CORP

 

Common stock

 

 

13,028

 

 

 

684,491

 

EXPRESS SCRIPTS HLDG CO

 

Common stock

 

 

11,200

 

 

 

835,968

 

FACEBOOK INC A

 

Common stock

 

 

17,202

 

 

 

3,035,465

 

FAIRMOUNT SANTROL HLDGS

 

Common stock

 

 

53,860

 

 

 

281,688

 

FEDEX CORP

 

Common stock

 

 

1,674

 

 

 

417,730

 

FERROGLOBE REP&WARRANTY I

 

Common stock

 

 

42,600

 

 

 

-

 

14


Table of Contents

FINISAR CORP

 

Common stock

 

 

20,600

 

 

 

419,210

 

FIRSTCASH INC

 

Common stock

 

 

6,521

 

 

 

439,841

 

FIRSTSERVICE CORP (US)

 

Common stock

 

 

4,639

 

 

 

324,359

 

FNF GROUP

 

Common stock

 

 

16,800

 

 

 

659,232

 

FOSSIL GROUP INC

 

Common stock

 

 

25,700

 

 

 

199,689

 

GAMING AND LEISURE PROPRT

 

Common stock

 

 

18,600

 

 

 

688,200

 

GENERAL DYNAMICS CORPORAT

 

Common stock

 

 

4,641

 

 

 

944,211

 

GENERAL ELECTRIC CO

 

Common stock

 

 

55,300

 

 

 

964,985

 

GLAUKOS CORP

 

Common stock

 

 

6,828

 

 

 

175,138

 

GRAND CANYON EDUCATION

 

Common stock

 

 

6,181

 

 

 

553,385

 

GUIDEWIRE SOFTWARE INC

 

Common stock

 

 

7,986

 

 

 

593,040

 

HALLIBURTON CO

 

Common stock

 

 

8,191

 

 

 

400,294

 

HANESBRANDS INC

 

Common stock

 

 

28,991

 

 

 

606,202

 

HD SUPPLY HLDGS INC

 

Common stock

 

 

2,481

 

 

 

99,314

 

HEICO CORP CL A

 

Common stock

 

 

6,069

 

 

 

479,754

 

HESS CORP

 

Common stock

 

 

17,900

 

 

 

849,713

 

HEWLETT PACKARD ENTERPRIS

 

Common stock

 

 

64,100

 

 

 

920,476

 

HEXCEL CORPORATION

 

Common stock