UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

 


 

FORM 11-K

 

 

(Mark One)

/ X /                    Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2013    Commission file number  001-09553

 

OR

 

 

/    /                        Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

 

CBS 401(k) PLAN


 

(Full title of the plan)

 

 

CBS CORPORATION


 

(Name of issuer of the securities held pursuant to the plan)

 

 

51 West 52nd Street

New York, New York 10019


 

(Address of principal executive office)

 

 

 



 

CBS 401(k) PLAN

 

FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES AND EXHIBITS

DECEMBER 31, 2013 AND 2012

 

INDEX

 

 

Pages

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2013 and 2012

2

 

 

Statement of Changes in Net Assets Available for Benefits for the Year ended December 31, 2013

3

 

 

Notes to financial statements

4 – 17

 

 

 

Schedules

Supplemental Schedules:

 

Schedule H, line 4a – Schedule of Delinquent Participant Contributions

S – 1

 

 

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

S – 2 – S – 28

 

 

All other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted as not applicable or not required.

 

 

 

Signature

S – 29

 

 

Exhibit:

 

23.1 Consent of Independent Registered Public Accounting Firm

 

 



 

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of the

CBS 401(k) Plan

 

 

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the CBS 401(k) Plan (the “Plan”) at December 31, 2013 and December 31, 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  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 of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Delinquent Participant Contributions and the Schedule of Assets (Held at End of Year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan’s management.  The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

/s/ PRICEWATERHOUSECOOPERS LLP

 

New York, New York

June 24, 2014

 



 

CBS 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

 

 

 

At December 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Investments, at fair value

 

$    4,539,733

 

$    3,955,948

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Notes receivable from participants

 

34,584

 

32,235

 

Employee contributions

 

2,447

 

3,067

 

Employer contributions

 

3,523

 

3,701

 

Interest and dividends

 

3,697

 

4,975

 

Due from broker for securities sold (Note 1)

 

17,267

 

201

 

Total assets

 

4,601,251

 

4,000,127

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accrued expenses

 

1,551

 

1,225

 

Due to broker for securities purchased

 

1,687

 

293

 

Net assets reflecting investments at fair value

 

4,598,013

 

3,998,609

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(62,561

)

(123,251

)

Net assets available for benefits

 

$    4,535,452

 

$    3,875,358

 

 

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

 

2



 

CBS 401(k) PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

 

 

 

Year Ended

 

 

December 31, 2013

Additions to net assets attributed to:

 

 

 

Investment income:

 

 

 

Net appreciation in fair value of investments

 

$

738,267

 

Interest

 

45,591

 

Dividends

 

11,998

 

 

 

 

 

Interest income on notes receivable from participants

 

1,458

 

 

 

 

 

Contributions:

 

 

 

Employee

 

118,552

 

Employer

 

42,559

 

Rollover

 

9,580

 

Total additions

 

968,005

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

Benefits paid to participants

 

(302,995

)

Plan expenses

 

(4,916

)

Total deductions

 

(307,911

)

 

 

 

 

Net increase

 

660,094

 

 

 

 

 

Net assets available for benefits, beginning of year

 

3,875,358

 

 

 

 

 

Net assets available for benefits, end of year

 

$

4,535,452

 

 

 

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

 

3



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS

(Tabular dollars in thousands)

 

 

NOTE 1 – PLAN DESCRIPTION

 

The following is a brief description of the CBS 401(k) Plan (the “Plan”) and is provided for general information only.  Participants should refer to the Plan document for more complete information regarding the Plan.

 

The Plan, sponsored by CBS Corporation (the “Company” or “CBS Corp.”), is a defined contribution plan offered on a voluntary basis to eligible employees of the Company and each subsidiary that is included for participation.

 

Eligible full-time newly hired employees may enroll in the Plan immediately or are automatically enrolled following sixty days after hire or rehire and attainment of age 21, unless they elect not to participate.  Part-time employees are automatically enrolled in the Plan on the first day of the month following the attainment of age 21 and completion of one thousand hours of service within a consecutive twelve-month period, unless they already voluntarily enrolled upon meeting the age and service requirements or have elected not to participate.  The Plan is subject to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is overseen by a retirement committee designated as the “Administrator” of the Plan as defined under ERISA (the “Plan Administrator”) by the Company’s Board of Directors (the “Board”).

 

The Bank of New York Mellon (the “Trustee”) is the trustee and custodian and Mercer HR Services, LLC is the recordkeeper of the Plan.  Certain Plan investments are shares of funds managed by the Trustee or companies affiliated with the Trustee, or shares of a company affiliated with CBS Corp., and therefore qualify as a party-in-interest transaction.  The fair value of these investments was $284 million at December 31, 2013 and $263 million at December 31, 2012 and these investments depreciated by $2 million for the year ended December 31, 2013.  In addition, certain Plan investments are shares of CBS Corp. common stock and therefore qualify as a party-in-interest transaction. The fair value of these investments was $744 million at December 31, 2013 and $515 million at December 31, 2012.  For the year ended December 31, 2013, these investments appreciated by $326 million and earned dividends of $6 million.  During the year ended December 31, 2013, the Plan purchased $4 million of CBS Corp. common stock and sold $96 million of CBS Corp. common stock.

 

Participant Accounts

 

Each Plan participant’s account is credited with the participant’s contributions, the employer matching contributions, if applicable, the participant’s share of the investment income (loss) and any realized or unrealized gains or losses of the Plan’s assets, net of certain Plan expenses.

 

Participants have the option of investing their contributions or existing account balances among various investment options.  These investment options include common collective funds, registered investment

 

4



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

companies (mutual funds), separately managed accounts, which primarily invest in common stocks, a fixed income fund and the CBS Corp. Class B Common Stock Fund.

 

Within the Plan, the CBS Corp. Common Stock funds are part of an Employee Stock Ownership Plan (“ESOP”).  As a result, the Plan offers an ESOP dividend election under which Plan participants can elect to reinvest any ESOP dividends paid on vested shares back into the ESOP account in CBS Corp. Class B Common Stock or to receive the dividends as a cash payout.  If a participant does not make an election, the dividends are reinvested in the ESOP account.

 

Participants may also elect to open a self-directed brokerage account (“SDA”).  Participants may not contribute directly to the SDA, but may transfer balances to the SDA from other investment funds except the fixed income fund.  A participant may transfer up to 25% of his or her account balance (net of loans) to the SDA.  The initial transfer to the SDA may not be less than $2,500 and there is no minimum for subsequent individual transfers.

 

Contributions

 

The Plan permits participants to contribute up to 50% of eligible annual compensation on a traditional before-tax, Roth 401(k) after-tax or combination basis or 15% on a traditional after-tax basis, subject to the Code limitations set forth below.  Roth 401(k) contributions and the related earnings can be withdrawn tax-free if certain requirements are met. The level of employer matching contributions is entirely at the discretion of the Board and is determined annually for all participants in the Plan.  For 2013, the Board set the employer’s matching contribution at 70% of the first 5% of eligible compensation contributed on a before-tax or Roth 401(k) basis.

 

Employer matching contributions are initially invested in the CBS Corp. Class B Common Stock Fund.  Participants are permitted to immediately transfer their Company matching contributions out of the CBS Corp. Class B Common Stock Fund and into any other investment option.

 

Upon date of hire and, effective with the 60th day following the date upon which an employee becomes eligible to participate in the Plan, newly hired employees are deemed to have authorized the Company to make before-tax contributions to the Plan in an amount equal to 5% of the employee’s eligible compensation.  However, a deemed authorization does not take effect if, during the 60-day period the employee elects not to participate in the Plan or to participate at a different contribution rate.

 

The Code limits the amount of annual participant contributions that can be made on a before-tax or Roth 401(k) basis to $17,500 for 2013.  Total compensation considered under the Plan, based on Code limits, may not exceed $255,000 for 2013.  The Code also limits annual aggregate participant and employer contributions to the lesser of $51,000 or 100% of compensation in 2013.  All contributions made to the Plan

 

5



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

on an annual basis may be further limited due to certain non-discrimination requirements prescribed by the Code.

 

All participants who have attained age 50 before the close of the Plan year (calendar year) are eligible to make catch-up contributions.  These contributions are not treated as matchable contributions. Catch-up contributions can be made if the eligible participants make the maximum $17,500 contribution permitted under the Plan for a plan year.  The limit for catch-up contributions is $5,500 in 2013.

 

Vesting

 

Participants in the Plan are immediately vested in their own contributions and earnings thereon.  Employer matching contributions vest at 20% per year of service, becoming fully vested after five years of service.  If participants terminate employment prior to being vested in their employer matching contributions, the non-vested portion of their account is forfeited and may be used to reduce future employer matching contributions and to pay administrative expenses.  Forfeitures are recorded at the time vested benefits are distributed.  During 2013, the Company utilized forfeitures of approximately $5,194,000 to reduce matching contributions and approximately $417,000 to pay administrative expenses.  As of December 31, 2013 and 2012, the Company had forfeitures of approximately $1,785,000 and $2,040,000, respectively, available to be used as noted above.

 

Notes Receivable from Participants

 

Eligible participants may request a loan for up to the lesser of 50% of the participant’s vested account balance or $50,000, reduced by the highest outstanding balance of any Plan loan made to the participant during the twelve-month period ending on the day before the loan is made.  The minimum loan available to a participant is $500.  The interest rate on participant loans is one percentage point above the annual prime commercial rate (as published in The Wall Street Journal) on the first day of the calendar month in which the loan is approved. Principal and interest is payable through payroll deductions.  Only one loan may be outstanding at any time. Participants may elect repayment periods from 12 to 60 months commencing as soon as administratively possible following the distribution of the loan proceeds to the participant.  The Plan allows participants to elect a repayment term of up to 300 months for loans used for the acquisition of a principal residence.  Repayments of loan principal and interest are allocated in accordance with the participant’s current investment elections.

 

The loans outstanding carry interest rates ranging from 4.25% to 11.50% as of December 31, 2013.

 

Due from Broker for Securities Sold

 

On January 1, 2014, in connection with the Company’s planned disposition of CBS Outdoor Americas Inc. (“CBS Outdoor”), the Company established the Outdoor 401(k) Plan. (See note 9).  The increase to “Due

 

6



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

from broker for securities sold” at December 31, 2013, reflects security trades that were initiated, but not yet settled, on December 31, 2013 to enable the Plan to transfer the accounts of CBS Outdoor employees from the Plan to the Outdoor 401(k) Plan in January 2014.

 

Distributions and Withdrawals

 

Earnings on employee contributions (other than after-tax contributions) and employer contributions are not subject to income tax until they are distributed or withdrawn from the Plan.

 

Participants in the Plan, or their beneficiaries, may receive their vested account balances in a lump sum or in installments over a period of up to 20 years in the event of retirement, termination of employment, disability or death.  For vested account balances invested in CBS Corp. common stock, participants may elect to receive distributions in cash or whole shares.  In the event of termination of employment, participants may also elect a partial lump sum distribution of their account balance.  In general, participants must receive a required minimum distribution upon attainment of age 70 1/2 unless they are still employed.

 

Participants in the Plan may withdraw part or all of their after-tax and rollover contributions and the vested portion of employer matching contributions.  Upon attainment of age 59 1/2, participants may also withdraw all or part of their before-tax or Roth 401(k) contributions and earnings thereon.  The Plan limits participants to two of the above withdrawal elections in each Plan year.

 

A participant may obtain a financial hardship withdrawal of the vested portion of employer matching contributions and employee before-tax or Roth 401(k) contributions provided that the requirements for hardship are met and only to the extent required to relieve such financial hardship.  There is no restriction on the number of hardship withdrawals permitted.

 

When a participant terminates employment with the Company, the full value of employee contributions and earnings thereon plus the value of all vested employer matching contributions and earnings thereon are eligible for distribution and can be rolled over to a tax qualified retirement plan or an Individual Retirement Account (“IRA”) or remain in the Plan rather than being distributed.  If the vested account balance is $1,000 or less and the participant does not make an election to rollover the vested account balance, it will be automatically paid in a single lump sum cash payment, and taxes will be withheld from the distribution.

 

Plan Expenses

 

The fees for investment of Plan assets are charged to the Plan’s investment funds.  Certain administrative expenses such as fees for accounting, investment consulting and employee communications may be paid by the Plan using forfeitures or may be paid by the Company.  Recordkeeping and trustee fees are paid from participant accounts. For 2013, approximately $417,000 was paid to the Trustee, a party-in-interest, and its affiliates for services provided during the year.

 

7



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

In accordance with Financial Accounting Standards Board (“FASB”) guidance, contract value was determined to be the relevant measurement attribute for the portion of net assets available for benefits 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 a result, the Statements of Net Assets Available for Benefits present the investments at fair value with a separate adjustment from fair value to contract value for the portion of net assets attributable to each fully benefit-responsive investment contract.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis with respect to the fully benefit-responsive investment contracts.

 

Investment Valuation

 

Short-term money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments.  Investments in common stock are reported at fair value based on quoted market prices on national security exchanges.  Investments in registered investment companies are reported at fair value based on quoted market prices in active markets.  The fair value of investments in separately managed accounts is determined by the Trustee based upon the fair value of the underlying securities.  The fair values of investments in common collective funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund.  The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units.  The common collective funds have daily redemptions and one day trading terms.  The common collective funds have no unfunded commitments at December 31, 2013.  The fair value of fixed income, asset-backed and mortgage-backed securities is determined by independent pricing sources based on quoted market prices, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker quoted prices.  Cash and cash equivalents are valued at cost plus accrued interest, which approximates fair value.

 

Interest rate swaps are recorded at fair value and marked-to-market through the duration of the contract term with an offsetting increase to unrealized appreciation (depreciation). Futures are marked-to-market and settled daily.  The daily receipt or payment is recognized as unrealized appreciation (depreciation) until the contract is closed at which time the total fair value of the futures contract is recognized as a realized gain (loss).

 

8



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

The Plan invests in fully benefit-responsive traditional and synthetic guaranteed investment contracts through a fixed income fund.  The contract value of guaranteed investment contracts and synthetic guaranteed investment contracts represents the aggregate amount of deposits thereto, plus interest at the contract rate, less withdrawals.  The fair value of the fixed rate traditional guaranteed investment contracts is determined by discounting the related cash flows, based on the contract duration, using a yield curve interpolated from swap rates and adjusted for liquidity and credit quality.  The fair value of synthetic guaranteed investment contracts is determined based on quoted market prices for the underlying assets. The fair value of the wrapper contracts for synthetic guaranteed investment contracts is determined using the replacement cost methodology that incorporates various inputs including the difference between the market rate for wrap fees and the actual wrap fees currently charged.

 

Security Transactions and Income Recognition

 

Purchases and sales of securities are recorded on the trade date.  The average cost basis is used to determine gains or losses on security dispositions.  Interest income is accrued as earned and dividend income is recorded on the ex-dividend date.

 

Net appreciation or depreciation in the fair value of investments, included in the Statement of Changes in Net Assets Available for Benefits, consists of the realized gains and losses and the unrealized appreciation and depreciation on those investments presented at fair value.

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

 

Payment of Benefits

 

Benefit payments are recorded when paid.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires the Plan to make estimates and assumptions, such as those regarding fair value of investments, that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period.  Actual results could differ from those estimates.

 

9



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

Adoption of New Accounting Standards

 

Improving Disclosure about Offsetting Assets and Liabilities

 

In January 2013, the FASB issued guidance that clarifies the scope of the guidance that was issued in December 2011 relating to transactions subject to disclosures about offsetting assets and liabilities.  The guidance applies to derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are offset either in accordance with specific criteria contained in the FASB clarification or subject to master netting arrangements or similar agreements. This guidance is effective for reporting periods beginning January 1, 2013, and applies retrospectively to all comparative periods presented. The adoption of this guidance did not have a material effect on the Plan’s financial statements.

 

NOTE 3 – RISKS AND UNCERTAINTIES

 

The Plan provides for various investment options.  Investment securities are exposed to various risks such as interest rate, market and credit risk.  Market values of investments could decline for several reasons including changes in prevailing market and interest rates, increases in defaults, and credit rating downgrades. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of such securities, it is at least reasonably possible that changes in investment values in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the related Statement of Changes in Net Assets Available for Benefits.

 

NOTE 4 – INVESTMENTS

 

Individual investments representing 5% or more of the Plan’s net assets available for benefits are identified below:

 

 

 

At December 31,

 

 

 

2013

 

2012

 

CBS Corporation Class B Common Stock Fund

 

$

743,282

 

$

513,925

 

BlackRock S&P 500 Index Fund

 

$

696,545

 

$

549,959

 

 

 

 

 

 

 

Synthetic guaranteed investment contracts, at contract value:

 

 

 

 

 

Monumental Life Insurance Company MDA00930TR

 

$

576,968

 

$

568,477

 

Prudential Insurance Company of America GA-62413

 

$

402,800

 

$

411,105

 

Natixis Financial Products, Inc. No. 1222-01 (a)

 

$

 

$

305,895

 

Bank of Tokyo-Mitsubishi UFJ DAM-CBS 13-1 (b)

 

$

293,356

 

$

 

 

(a)    The Plan did not participate in the investment in 2013.

(b)   The Plan did not participate in the investment in 2012.

 

10



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

During the year ended December 31, 2013 the Plan’s investments (including gains and losses on investments sold and held during the year) appreciated as follows:

 

Common collective funds

 

$

242,235

 

Separately managed accounts (common stock)

 

88,004

 

Common stock

 

329,681

 

Mutual funds

 

78,291

 

Other

 

56

 

Net appreciation in fair value of investments

 

$

738,267

 

 

Investment Contracts

 

The Plan invests in synthetic guaranteed investment contracts.  During 2012, the Plan also invested in guaranteed investment contracts.  As described in Note 2, the guaranteed investment contracts are fully benefit-responsive and therefore, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to these contracts.  In a guaranteed investment contract, the issuer is contractually obligated to repay the principal and a specified rate of interest to the fund. There are no reserves against contract value for credit risk of the contract issuer or otherwise.

 

A synthetic guaranteed investment contract provides for the repayment of principal plus a specified rate of interest through benefit-responsive wrapper contracts.  A wrapper contract is issued by a third party insurance company, financial institution or bank, and is held in combination with fixed income securities to form a synthetic guaranteed investment contract.  The interest crediting rate on synthetic guaranteed investment contracts reflects the yield of the associated fixed income investments, plus the amortization of realized and unrealized gains and losses on those investments, typically over the duration of the investments.  Interest crediting rates are reset on a monthly or quarterly basis, and the wrapper contracts provide that adjustments to the interest crediting rate cannot result in a future interest crediting rate that is less than zero.  Certain factors can influence the future interest crediting rates including, the level of market interest rates, the amount and timing of participant contributions and withdrawals, and the returns generated by the fixed income investments that are associated with the synthetic guaranteed investment contract.

 

In certain circumstances, the amounts withdrawn from the investment contracts will be paid at fair value rather than contract value due to employer initiated events.  These events include, but are not limited to, Plan termination, a material adverse change to the provisions of the Plan, an employer election to withdraw from the contract to switch to a different investment provider, an employer’s bankruptcy, full or partial termination of the Plan, layoffs, plant closings, corporate spin-offs, mergers, divestitures or other workforce restructurings, or if the terms of a successor plan do not meet the contract issuer’s underwriting criteria for issuance of a replacement contract with identical terms.  The Company does not expect any employer initiated events that may cause premature liquidation of a contract at market value.

 

11



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

The contract issuer is permitted to terminate the fully benefit-responsive investment contracts with the Plan and settle at an amount different from contract value in certain events, including loss of the Plan’s qualified status, an un-cured material breach of responsibility, or material adverse changes to the provisions of the Plan.

 

At December 31, 2013, the Plan did not have any investments in guaranteed investment contracts.  At December 31, 2012, guaranteed investment contracts at contract value of $15 million had a fair value in the aggregate of $15 million.  At December 31, 2013 and 2012, synthetic guaranteed investment contracts at contract value of $1.53 billion and $1.60 billion, respectively, had fair values in the aggregate of $1.60 billion and $1.72 billion, respectively.  The fair value of wrapper contracts was $.7 million at both December 31, 2013 and 2012.

 

The average yields for investment contracts in the fixed income fund were as follows:

 

 

At December 31,

 

2013

2012

Based on actual earnings

1.6%

1.1%

Based on interest rate credited to participants

2.4%

3.1%

 

NOTE 5 - FAIR VALUE MEASUREMENTS

 

The following tables set forth the Plan’s financial assets measured at fair value on a recurring basis at December 31, 2013 and 2012.  See Note 2 for the valuation methodology used to measure the fair value of these investments.  There have been no changes to the methodologies used to measure the fair value of each asset from December 31, 2012 to 2013.  These assets have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value.  Level 1 is based on quoted prices for the asset in active markets.  Level 2 is based on inputs that are observable other than quoted market prices in Level 1, such as quoted prices for the asset in inactive markets or quoted prices for similar assets.  Level 3 is based on unobservable inputs reflecting the Plan’s own assumptions about the assumptions that market participants would use in pricing the asset.  The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

 

12



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

 

 At December 31, 2013

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 Fixed income fund:

 

 

 

 

 

 

 

 

 

Money market funds (a)

 

$

 

$

31,344

 

$

 

$

31,344

 

Assets held under synthetic guaranteed investment contracts:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, including net (payables) receivables

 

(76,470

)

3,532

 

 

(72,938

)

Money market funds (a)

 

 

94,838

 

 

94,838

 

Common collective funds (b)

 

 

39,979

 

 

39,979

 

U.S. Treasury securities

 

579,965

 

 

 

579,965

 

Government related securities

 

 

80,942

 

 

80,942

 

Corporate bonds

 

 

453,009

 

 

453,009

 

Mortgage-backed and asset-backed securities

 

 

418,588

 

 

418,588

 

Futures (c)

 

297

 

 

 

297

 

Swaps (c)

 

 

1,422

 

 

1,422

 

Wrapper value

 

 

 

660

 

660

 

 Common collective funds:

 

 

 

 

 

 

 

 

 

S&P 500 index fund (d)

 

 

696,545

 

 

696,545

 

Target date retirement funds (e)

 

 

483,622

 

 

483,622

 

Emerging markets equity fund

 

 

72,280

 

 

72,280

 

Mid cap equity index fund

 

 

143,619

 

 

143,619

 

Bond index fund

 

 

135,231

 

 

135,231

 

International equity fund

 

 

127,585

 

 

127,585

 

 Separately managed accounts:

 

 

 

 

 

 

 

 

 

Wellington Growth Portfolio (f)

 

160,296

 

639

 

 

160,935

 

Dodge & Cox Value Equity Fund (f)

 

145,254

 

7,472

 

 

152,726

 

 Common stock:

 

 

 

 

 

 

 

 

 

CBS Corp. common stock

 

744,388

 

 

 

744,388

 

Other common stock

 

24,213

 

 

 

24,213

 

 Registered investment companies (g)

 

155,898

 

 

 

155,898

 

 Money market funds (a)

 

 

14,575

 

 

14,575

 

 Other

 

10

 

 

 

10

 

Total

 

$

1,733,851

 

$

2,805,222

 

$

660

 

$

4,539,733

 

 

(a)           Primarily invested in U.S. government securities and U.S. government agency securities.

(b)          Primarily invested in mortgage-backed and U.S. government fixed income securities.

(c)           See Note 6 for asset and liability positions of derivative financial instruments.

(d)          Primarily invested in large capitalization equities.

(e)           Primarily invested in a mix of equities and bonds based on target retirement year.

(f)            Primarily invested in large capitalization equities.  Assets categorized as Level 2 reflect investments in mutual funds traded in inactive markets.

(g)          Primarily invested in small capitalization equities.

 

13



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

 

 At December 31, 2012

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 Fixed income fund:

 

 

 

 

 

 

 

 

 

Money market funds (a)

 

$

 

$

45,337

 

$

 

$

45,337

 

Guaranteed investment contracts

 

 

 

15,261

 

15,261

 

Assets held under synthetic guaranteed investment contracts:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, including net (payables) receivables

 

(80,167

)

2,796

 

 

(77,371

)

Money market funds (a)

 

 

64,944

 

 

64,944

 

Common collective funds (b)

 

 

45,157

 

 

45,157

 

U.S. Treasury securities

 

620,185

 

 

 

620,185

 

Government related securities

 

 

125,233

 

 

125,233

 

Corporate bonds

 

 

428,314

 

 

428,314

 

Mortgage-backed and asset-backed securities

 

 

514,147

 

 

514,147

 

Futures (c)

 

570

 

 

 

570

 

Wrapper value

 

 

 

709

 

709

 

 Common collective funds:

 

 

 

 

 

 

 

 

 

S&P 500 index fund (d)

 

 

549,959

 

 

549,959

 

Target date retirement funds (e)

 

 

318,902

 

 

318,902

 

Emerging markets equity fund

 

 

84,817

 

 

84,817

 

Mid cap equity index fund

 

 

91,647

 

 

91,647

 

Bond index fund

 

 

139,003

 

 

139,003

 

International equity fund

 

 

91,549

 

 

91,549

 

 Separately managed accounts:

 

 

 

 

 

 

 

 

 

Wellington Growth Portfolio (f)

 

130,413

 

1,144

 

 

131,557

 

Dodge & Cox Value Equity Fund (f)

 

107,402

 

2,878

 

 

110,280

 

 Common stock:

 

 

 

 

 

 

 

 

 

CBS Corp. common stock

 

514,672

 

 

 

514,672

 

Other common stock

 

19,945

 

 

 

19,945

 

 Registered investment companies (g)

 

111,978

 

 

 

111,978

 

 Money market funds (a)

 

 

9,148

 

 

9,148

 

 Other

 

5

 

 

 

5

 

Total

 

$

1,425,003

 

$

2,514,975

 

$

15,970

 

$

3,955,948

 

 

(a)     Primarily invested in U.S. government securities and U.S. government agency securities.

(b)    Primarily invested in mortgage-backed and U.S. government fixed income securities.

(c)     See Note 6 for asset and liability positions of derivative financial instruments.

(d)    Primarily invested in large capitalization equities.

(e)     Primarily invested in a mix of equities and bonds based on target retirement year.

(f)      Primarily invested in large capitalization equities.  Assets categorized as Level 2 reflect investments in mutual funds traded in inactive markets.

(g)    Primarily invested in small capitalization equities.

 

14



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets at December 31, 2013.

 

 

 

Guaranteed
Investment
Contracts

 

Wrapper
Value

 

 At January 1, 2013

 

$

15,261

 

$

709

 

 Actual return on investments:

 

 

 

 

 

Related to investments held at end of year

 

151

 

(49)

 

 Purchases, sales, issuances and settlements:

 

 

 

 

 

Settlements

 

(15,412

)

 

 At December 31, 2013

 

$

 

$

660

 

 

NOTE 6 - FINANCIAL INSTRUMENTS

 

As part of their investment strategy, the managers of the fixed income fund, which invests in synthetic guaranteed investment contracts, may use derivative financial instruments for various purposes including, managing exposure to sector risk or movements in interest rates, extending the duration of the life of the investment portfolio and as a substitute for cash securities.  The derivative instruments typically used are interest rate futures, options and swaps.  There is exposure to credit loss in the event of nonperformance by counterparties to option and swap transactions.  The Plan’s investment managers continually monitor the Plan’s positions with, and credit quality of, the financial institutions which are counterparties to its derivative instruments. Nonperformance by any of the counterparties is not anticipated.

 

The notional amount of outstanding futures contracts was $134 million at December 31, 2013 and $28 million at December 31, 2012. The notional amount of outstanding swap contracts was $55 million at December 31, 2013. There were no outstanding swap contracts at December 31, 2012.

 

The fair value of derivative financial instruments recorded on the Statements of Net Assets Available for Benefits at December 31, 2013 and 2012 was as follows:

 

 

 

At December 31,

 

Statement of Net Assets

 

 

 

2013

 

2012

 

Available for Benefits Account

 

 

 

 

 

 

 

 

 

Asset position:

 

 

 

 

 

 

 

Interest rate futures

 

$

761

 

$

704

 

Investments, at fair value

 

Interest rate swaps

 

$

1,422

 

$

 

Investments, at fair value

 

 

 

 

 

 

 

 

 

Liability position:

 

 

 

 

 

 

 

Interest rate futures

 

$

(464

)

$

(134

)

Investments, at fair value

 

 

15



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

Net gains recognized on derivative financial instruments were as follows:

 

 

 

Year Ended
December 31, 2013

 

 

 

 

 

 

 

 

  Interest rate futures

 

 

$

1,450

 

 

 

The gains and losses recognized on derivative instruments are reflected in the fair value of the synthetic guaranteed investment contracts, which is used in determining the interest earned on these contracts.

 

NOTE 7 - INCOME TAX STATUS

 

The Internal Revenue Service (“IRS”) issued a favorable determination letter dated April 18, 2013, indicating that the Plan satisfied the requirements of Section 401(a) of the Code and that the trust thereunder is exempt from federal income taxes under the provisions of Section 501(a) of the Code.  The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code.  In addition, the Plan Administrator has concluded that as of December 31, 2013, there are no uncertain tax positions taken or expected to be taken that require recognition of an asset or liability or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress.  The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.

 

NOTE 8 – TERMINATION PRIORITIES

 

Although the Company anticipates that the Plan will continue indefinitely, it reserves the right, by action of its Board, or delegates thereof, to amend or terminate the Plan provided that such action does not retroactively reduce earned participant benefits.  In the event of termination of the Plan, participants become fully vested.  Upon termination, the Plan provides that the net assets of the Plan would be distributed to participants based on their respective account balances.

 

NOTE 9 – SUBSEQUENT EVENT

 

On January 1, 2014, in connection with the planned disposition of CBS Outdoor, the Company established the Outdoor 401(k) Plan.  In January 2014, net assets of approximately $151,500,000 attributable to CBS Outdoor participants in the CBS 401(k) Plan were transferred to the Outdoor 401(k) Plan.  These participants’ accounts were invested into funds in the Outdoor 401(k) Plan that are similar in nature to the CBS 401(k) Plan’s funds.

 

16



 

CBS 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS (Continued)

(Tabular dollars in thousands)

 

 

NOTE 10 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

 

 

At December 31,

 

 

2013

2012

Net assets available for benefits per the financial statements

 

$  4,535,452

 

$  3,875,358

 

Amounts allocated to withdrawing participants

 

(609

)

(410

)

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

 

62,561

 

123,251

 

Net assets available for benefits per the Form 5500

 

$  4,597,404

 

$  3,998,199

 

 

The following is a reconciliation of the net increase in net assets available for benefits as reflected in the financial statements to the Form 5500:

 

 

Year Ended
December 31, 2013

Net increase in net assets available for benefits per the financial statements

 

$

660,094

 

Less: Amounts allocated to withdrawing participants at December 31, 2013

 

(609

)

Add: Amounts allocated to withdrawing participants at December 31, 2012

 

410

 

Add: Adjustment from contract value to fair value for fully benefit- responsive investment contracts at December 31, 2013

 

62,561

 

Less: Adjustment from contract value to fair value for fully benefit- responsive investment contracts at December 31, 2012

 

(123,251

)

Net increase in net assets available for benefits per the Form 5500

 

$

599,205

 

 

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2013, but were not paid as of that date.

 

17



 

SCHEDULE H, line 4a

 

CBS 401 (k) PLAN

SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

For the year ended December 31, 2013

(Dollars in thousands)

 

 

 

Participant
Contributions
Transferred Late to Plan

 

Total That Constitute Nonexempt Prohibited Transactions

 

Total Fully Corrected
Under Voluntary

Check Here

 

 

 

 

 

 

 

Fiduciary Correction

If Late Participant Loan
Repayments Are
Included                     
x

 

Contributions
Not Corrected

 

Contributions Corrected
Outside VFCP

 

Contributions Pending
Correction in VFCP

 

Program (VFCP) and
Prohibited Transaction
Exemption 2002-51

 

 

 

 

 

 

 

 

 

$

-

 

$

-

 

$

185

 

$

-

 

$

-

 

S - 1



 

SCHEDULE H, line 4i

 

CBS 401 (k) PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2013

(Dollars in thousands)

 

 

 

 

 

 

Identity of issuer, borrower, lessor or similar party

 

Maturity and Interest Rates

 

Cost (5)

 

Current Value

 

Wrapper
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self Directed Accounts

 

 

 

 

 

$

34,897

 

$

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Common Stock

 

 

 

 

 

 

 

 

*

 

 

 

CBS Corporation Class A Common Stock

 

 

 

 

 

1,106

 

-     

*

 

 

 

CBS Corporation Class B Common Stock

 

 

 

 

 

743,282

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Corporate Common Stock

 

 

 

 

 

744,388

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds

 

 

 

 

 

 

 

 

 

 

 

 

DFA U.S. Small Cap Fund

 

 

 

 

 

150,275

 

-     

*

 

 

 

Dreyfus Government Cash Management Fund

 

 

 

 

 

40,868

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mutual Funds

 

 

 

 

 

191,143

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Collective Funds

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock S&P 500 Index Fund

 

 

 

 

 

696,545

 

-     

 

 

 

 

BlackRock Mid Cap Equity Index Fund

 

 

 

 

 

143,619

 

-     

*

 

 

 

BNY Mellon Aggregate Bond Index Fund

 

 

 

 

 

135,231

 

-     

 

 

 

 

Capital Guardian International Equity Fund

 

 

 

 

 

127,585

 

-     

 

 

 

 

BlackRock LifePath 2020 Fund

 

 

 

 

 

105,106

 

-     

 

 

 

 

BlackRock LifePath 2040 Fund

 

 

 

 

 

97,814

 

-     

 

 

 

 

BlackRock LifePath 2050 Fund

 

 

 

 

 

74,222

 

-     

 

 

 

 

Capital Guardian Emerging Markets Equity Fund

 

 

 

 

 

72,280

 

-     

 

 

 

 

BlackRock LifePath 2045 Fund

 

 

 

 

 

50,780

 

-     

 

 

 

 

BlackRock LifePath Retirement Fund

 

 

 

 

 

43,689

 

-     

 

 

 

 

BlackRock LifePath 2035 Fund

 

 

 

 

 

33,493

 

-     

 

 

 

 

BlackRock LifePath 2030 Fund

 

 

 

 

 

31,249

 

-     

 

 

 

 

BlackRock LifePath 2025 Fund

 

 

 

 

 

28,284

 

-     

 

 

 

 

BlackRock LifePath 2015 Fund

 

 

 

 

 

18,985

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Common Collective Funds

 

 

 

 

 

1,658,882

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Separately Managed Accounts (1)

 

 

 

 

 

 

 

 

 

 

 

(2)

 

Wellington Growth Portfolio

 

 

 

 

 

160,935

 

-     

 

 

(2)

 

Dodge & Cox Value Equity Fund

 

 

 

 

 

152,726

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Separately Managed Accounts

 

 

 

 

 

313,661

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Synthetic Guaranteed Investment Contracts (3)

 

 

 

 

 

 

 

 

 

 

 

(4)

 

Monumental Life Insurance Company

 

 

 

 

 

 

 

 

 

 

 

 

MDA00930TR

 

evergreen and variable %

 

 

 

602,262

 

-     

 

 

(4)

 

Prudential Insurance Company of America

 

 

 

 

 

 

 

 

 

 

 

 

GA-62413

 

evergreen and variable %

 

 

 

413,860

 

-     

 

 

(4)

 

Bank of Tokyo-Mitsubishi UFJ

 

 

 

 

 

 

 

 

 

 

 

 

DAM-CBS13-1

 

evergreen and variable %

 

 

 

306,783

 

-     

 

 

(4)

 

State Street Bank and Trust Company

 

 

 

 

 

 

 

 

 

 

 

 

No. 108002

 

evergreen and variable %

 

 

 

154,307

 

-     

 

 

(4)

 

Bank of Tokyo-Mitsubishi UFJ

 

 

 

 

 

 

 

 

 

 

 

 

DAM-CBS13-2

 

evergreen and variable %

 

 

 

119,550

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Synthetic Guaranteed Investment Contracts

 

 

 

 

 

1,596,762

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

 

 

Notes receivable from participants

 

Maturity dates through 2038 and interest rates ranging from 4.25% to 11.50%

 

 

 

34,584

 

-     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wrapper value

 

 

 

 

 

-

 

660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments, at fair value and notes receivable from participants

 

 

 

 

 

$

4,574,317

 

$

660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Identified as a party-in-interest transaction to the Plan.

 

 

 

 

 

 

 

 

 

 

(1)

Includes $8 million of investments identified as a party-in-interest transaction to the Plan.

 

 

 

 

(2)

Refer to Attachment A for listing of assets relating to these accounts.

 

 

 

 

(3)

Includes $97 million of investments identified as a party-in-interest transaction to the Plan.

 

 

 

 

(4)

Refer to Attachment B for listing of assets relating to these contracts.

 

 

 

 

(5)

There are no non-participant directed investments.

 

S - 2



 

Attachment A

(In thousands)

 

 

Identity of Issuer

 

Description

 

Cost

 

Current Value

 

 

ALLERGAN INC/UNITED STATES

 

COMMON STOCK

 

 

 

1,891

 

 

ALLIANCE DATA SYSTEMS CORP

 

COMMON STOCK

 

 

 

2,811

 

 

AMAZON.COM INC

 

COMMON STOCK

 

 

 

498

 

 

AMERICAN EXPRESS CO

 

COMMON STOCK

 

 

 

1,823

 

 

AMERICAN TOWER CORP

 

COMMON STOCK

 

 

 

1,278

 

 

AMETEK INC

 

COMMON STOCK

 

 

 

2,034

 

 

ANADARKO PETROLEUM CORP

 

COMMON STOCK

 

 

 

1,230

 

 

ANHEUSER-BUSCH INBEV NV

 

COMMON STOCK

 

 

 

2,083

 

 

APPLE INC

 

COMMON STOCK

 

 

 

2,797

 

 

AUTOZONE INC

 

COMMON STOCK

 

 

 

2,837

 

 

BIOGEN IDEC INC

 

COMMON STOCK

 

 

 

3,007

 

 

BLACKROCK INC

 

COMMON STOCK

 

 

 

1,919

 

 

BRISTOL-MYERS SQUIBB CO

 

COMMON STOCK

 

 

 

2,804

 

 

CHIPOTLE MEXICAN GRILL INC

 

COMMON STOCK

 

 

 

1,010

 

 

CITRIX SYSTEMS INC

 

COMMON STOCK

 

 

 

794

 

 

COBALT INTERNATIONAL ENERGY IN

 

COMMON STOCK

 

 

 

870

 

 

COGNIZANT TECHNOLOGY SOLUTIONS

 

COMMON STOCK

 

 

 

3,375

 

 

COMCAST CORP

 

COMMON STOCK

 

 

 

2,327

 

 

COVIDIEN PLC

 

COMMON STOCK

 

 

 

1,751

 

 

CVS CAREMARK CORP

 

COMMON STOCK

 

 

 

2,381

 

 

DIAGEO PLC

 

COMMON STOCK

 

 

 

1,391

 

 

DOLLAR GENERAL CORP

 

COMMON STOCK

 

 

 

1,363

 

 

DR HORTON INC

 

COMMON STOCK

 

 

 

2,845

 

*

DREYFUS GOVT CASH MGMT FUND

 

MUTUAL FUND

 

 

 

639

 

 

DUNKIN’ BRANDS GROUP INC

 

COMMON STOCK

 

 

 

2,394

 

 

EATON CORP PLC

 

COMMON STOCK

 

 

 

1,871

 

 

EBAY INC

 

COMMON STOCK

 

 

 

991

 

 

EQUIFAX INC

 

COMMON STOCK

 

 

 

1,843

 

 

FACEBOOK INC

 

COMMON STOCK

 

 

 

3,291

 

 

GILEAD SCIENCES INC

 

COMMON STOCK

 

 

 

4,981

 

 

GOOGLE INC

 

COMMON STOCK

 

 

 

6,803

 

 

GREEN MOUNTAIN COFFEE ROASTERS

 

COMMON STOCK

 

 

 

3,143

 

 

HARLEY-DAVIDSON INC

 

COMMON STOCK

 

 

 

2,592

 

 

HERTZ GLOBAL HOLDINGS INC

 

COMMON STOCK

 

 

 

1,928

 

 

HOME DEPOT INC/THE

 

COMMON STOCK

 

 

 

3,362

 

 

IHS INC

 

COMMON STOCK

 

 

 

1,874

 

 

INTERCONTINENTALEXCHANGE GROUP

 

COMMON STOCK

 

 

 

1,573

 

 

INTUIT INC

 

COMMON STOCK

 

 

 

1,703

 

 

INTUITIVE SURGICAL INC

 

COMMON STOCK

 

 

 

1,348

 

 

JB HUNT TRANSPORT SERVICES INC

 

COMMON STOCK

 

 

 

1,500

 

 

JUNIPER NETWORKS INC

 

COMMON STOCK

 

 

 

1,678

 

 

KANSAS CITY SOUTHERN

 

COMMON STOCK

 

 

 

1,535

 

 

LENNAR CORP

 

COMMON STOCK

 

 

 

2,792

 

 

LINKEDIN CORP

 

COMMON STOCK

 

 

 

1,858

 

 

LOWE’S COS INC

 

COMMON STOCK

 

 

 

3,540

 

 

LULULEMON ATHLETICA INC

 

COMMON STOCK

 

 

 

1,978

 

 

MASTERCARD INC

 

COMMON STOCK

 

 

 

3,325

 

 

MEAD JOHNSON NUTRITION CO

 

COMMON STOCK

 

 

 

811

 

 

MICHAEL KORS HOLDINGS LTD

 

COMMON STOCK

 

 

 

1,395

 

 

MICROSOFT CORP

 

COMMON STOCK

 

 

 

2,698

 

 

MONDELEZ INTERNATIONAL INC

 

COMMON STOCK

 

 

 

2,058

 

 

MONSANTO CO

 

COMMON STOCK

 

 

 

3,034

 

 

MONSTER BEVERAGE CORP

 

COMMON STOCK

 

 

 

1,919

 

 

NIELSEN HOLDINGS NV

 

COMMON STOCK

 

 

 

2,057

 

 

ORACLE CORP

 

COMMON STOCK

 

 

 

2,793

 

 

PANERA BREAD CO

 

COMMON STOCK

 

 

 

724

 

 

PRECISION CASTPARTS CORP

 

COMMON STOCK

 

 

 

1,215

 

 

PRICELINE.COM INC

 

COMMON STOCK

 

 

 

3,086

 

 

PVH CORP

 

COMMON STOCK

 

 

 

1,444

 

 

RALPH LAUREN CORP

 

COMMON STOCK

 

 

 

1,299

 

 

REGENERON PHARMACEUTICALS INC

 

COMMON STOCK

 

 

 

1,660

 

 

ROSS STORES INC

 

COMMON STOCK

 

 

 

1,881

 

 

SAFRAN SA

 

COMMON STOCK

 

 

 

1,929

 

 

SALESFORCE.COM INC

 

COMMON STOCK

 

 

 

2,438

 

 

SERVICENOW INC

 

COMMON STOCK

 

 

 

1,156

 

 

SHERWIN-WILLIAMS CO/THE

 

COMMON STOCK

 

 

 

1,674

 

 

SIRIUS XM HOLDINGS INC

 

COMMON STOCK

 

 

 

1,554

 

 

SPLUNK INC

 

COMMON STOCK

 

 

 

1,276

 

 

STARWOOD HOTELS & RESORTS WORL

 

COMMON STOCK

 

 

 

2,297

 

 

TIME WARNER INC

 

COMMON STOCK

 

 

 

2,191

 

 

TWENTY FIRST CENTURY FOX INC

 

COMMON STOCK

 

 

 

2,825

 

 

VERTEX PHARMACEUTICALS INC

 

COMMON STOCK

 

 

 

776

 

 

VISA INC

 

COMMON STOCK

 

 

 

2,491

 

 

WALT DISNEY CO/THE

 

COMMON STOCK

 

 

 

2,939

 

 

WW GRAINGER INC

 

COMMON STOCK

 

 

 

329

 

 

WYNDHAM WORLDWIDE CORP

 

COMMON STOCK

 

 

 

1,633

 

 

WYNN RESORTS LTD

 

COMMON STOCK

 

 

 

2,191

 

 

YUM! BRANDS INC

 

COMMON STOCK

 

 

 

1,501

 

 

WELLINGTON GROWTH PORTFOLIO

 

 

 

$

160,935

 

 

S - 3



 

Attachment A

(In thousands)

 

 

Identity of Issuer

 

Description

 

Cost

 

Current Value

 

 

ADT CORP/THE

 

COMMON STOCK

 

 

 

1,376

 

 

AOL INC

 

COMMON STOCK

 

 

 

700

 

 

ADOBE SYSTEMS INC

 

COMMON STOCK

 

 

 

1,078

 

 

AEGON NV

 

COMMON STOCK

 

 

 

1,374

 

 

APACHE CORP

 

COMMON STOCK

 

 

 

1,762

 

 

BB&T CORP

 

COMMON STOCK

 

 

 

1,213

 

 

BAKER HUGHES INC

 

COMMON STOCK

 

 

 

2,213

 

 

BANK OF AMERICA CORP

 

COMMON STOCK

 

 

 

3,270

 

 

BANK OF NEW YORK MELLON CORP/T

 

COMMON STOCK

 

 

 

3,389

 

 

BOSTON SCIENTIFIC CORP

 

COMMON STOCK

 

 

 

962

 

 

CIGNA CORPORATION COM

 

COMMON STOCK

 

 

 

875

 

 

CADENCE DESIGN SYSTEMS INC

 

COMMON STOCK

 

 

 

456

 

 

CAPITAL ONE FINANCIAL CORP

 

COMMON STOCK

 

 

 

6,014

 

 

CARMAX INC

 

COMMON STOCK

 

 

 

705

 

 

CELANESE CORP

 

COMMON STOCK

 

 

 

1,521

 

 

CHEVRON CORP

 

COMMON STOCK

 

 

 

2,406

 

 

COACH INC

 

COMMON STOCK

 

 

 

1,403

 

 

COMCAST CORP

 

COMMON STOCK

 

 

 

5,196

 

 

COMPUTER SCIENCES CORP

 

COMMON STOCK

 

 

 

950

 

 

CORNING INC

 

COMMON STOCK

 

 

 

1,648

 

 

DISH NETWORK CORP

 

COMMON STOCK

 

 

 

1,390

 

 

DOMTAR CORP

 

COMMON STOCK

 

 

 

189

 

 

DOW CHEMICAL CO/THE

 

COMMON STOCK

 

 

 

1,265

 

*

DREYFUS GOVT CASH MGMT FUND

 

MUTUAL FUND

 

 

 

7,472

 

 

EMC CORP/MA

 

COMMON STOCK

 

 

 

85

 

 

EBAY INC

 

COMMON STOCK

 

 

 

1,592

 

 

EXPRESS SCRIPTS HOLDING CO

 

COMMON STOCK

 

 

 

555

 

 

FEDEX CORP

 

COMMON STOCK

 

 

 

3,594

 

 

FOREST LABORATORIES INC

 

COMMON STOCK

 

 

 

840

 

 

GENERAL ELECTRIC CO

 

COMMON STOCK

 

 

 

4,625

 

 

GLAXOSMITHKLINE PLC

 

COMMON STOCK

 

 

 

3,871

 

 

GOLDMAN SACHS GROUP INC/THE

 

COMMON STOCK

 

 

 

3,279

 

 

GOOGLE INC

 

COMMON STOCK

 

 

 

2,353

 

 

HSBC HOLDINGS PLC

 

COMMON STOCK

 

 

 

855

 

 

HEWLETT-PACKARD CO

 

COMMON STOCK

 

 

 

5,456

 

 

JPMORGAN CHASE & CO

 

COMMON STOCK

 

 

 

1,228

 

 

KONINKLIJKE PHILIPS NV

 

COMMON STOCK

 

 

 

998

 

 

LIBERTY INTERACTIVE CORP

 

COMMON STOCK

 

 

 

1,321

 

 

MAXIM INTEGRATED PRODUCTS INC

 

COMMON STOCK

 

 

 

698

 

 

MCGRAW HILL FINANCIAL INC

 

COMMON STOCK

 

 

 

1,173

 

 

MEDTRONIC INC

 

COMMON STOCK

 

 

 

1,004

 

 

MERCK & CO INC

 

COMMON STOCK

 

 

 

5,005

 

 

METLIFE INC

 

COMMON STOCK

 

 

 

1,456

 

 

MICROSOFT CORP

 

COMMON STOCK

 

 

 

5,240

 

 

NVR INC

 

COMMON STOCK

 

 

 

308

 

 

NETAPP INC

 

COMMON STOCK

 

 

 

1,748

 

 

NEWS CORP

 

COMMON STOCK

 

 

 

325

 

 

NOKIA OYJ

 

COMMON STOCK

 

 

 

1,419

 

 

NOVARTIS AG

 

COMMON STOCK

 

 

 

4,421

 

 

PFIZER INC

 

COMMON STOCK

 

 

 

3,752

 

 

SANOFI

 

COMMON STOCK

 

 

 

4,162

 

 

SCHLUMBERGER LTD

 

COMMON STOCK

 

 

 

3,920

 

 

CHARLES SCHWAB CORP/THE

 

COMMON STOCK

 

 

 

3,900

 

 

SPRINT CORP

 

COMMON STOCK

 

 

 

1,182

 

 

SUNTRUST BANKS INC

 

COMMON STOCK

 

 

 

1,160

 

 

SYMANTEC CORP

 

COMMON STOCK

 

 

 

3,183

 

 

SYNOPSYS INC

 

COMMON STOCK

 

 

 

1,217

 

 

TIME WARNER INC

 

COMMON STOCK

 

 

 

4,390

 

 

TIME WARNER CABLE INC

 

COMMON STOCK

 

 

 

3,522

 

 

TWENTY FIRST CENTURY FOX INC

 

COMMON STOCK

 

 

 

2,814

 

 

UNILEVER PLC

 

COMMON STOCK

 

 

 

824

 

 

UNITEDHEALTH GROUP INC

 

COMMON STOCK

 

 

 

1,393

 

 

VODAFONE GROUP PLC

 

COMMON STOCK

 

 

 

983

 

 

VULCAN MATERIALS CO

 

COMMON STOCK

 

 

 

761

 

 

WAL-MART STORES INC

 

COMMON STOCK

 

 

 

2,282

 

 

WELLS FARGO & CO

 

COMMON STOCK

 

 

 

5,676

 

 

XEROX CORP

 

COMMON STOCK

 

 

 

937

 

 

WEATHERFORD INTERNATIONL LTD

 

COMMON STOCK

 

 

 

1,046

 

 

TE CONNECTIVITY LTD

 

COMMON STOCK

 

 

 

2,012

 

 

TYCO INTERNATIONAL LTD SHS

 

COMMON STOCK

 

 

 

1,334

 

 

DODGE & COX VALUE EQUITY FUND

 

 

 

$

152,726

 

 

*                   Identified as a party-in-interest transaction to the Plan.

 

S - 4



 

Attachment B

(In thousands)

 

 

Identity of Issuer

 

Maturity and Interest Rates

 

Description

 

 Current Value

 

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP SEP 16

 

OTHER INVESTMENTS

 

(46

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP JUN 15

 

OTHER INVESTMENTS

 

(36

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP JUN 16

 

OTHER INVESTMENTS

 

(27

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP MAR 16

 

OTHER INVESTMENTS

 

(27

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP MAR 15

 

OTHER INVESTMENTS

 

(24

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP SEP 15

 

OTHER INVESTMENTS

 

(3

)

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP SEP 15

 

OTHER INVESTMENTS

 

10

 

 

90DAY EURODOLLAR FUTURE (CME)

 

EXP DEC 15

 

OTHER INVESTMENTS

 

389

 

 

ABBEY NATIONAL TREASURY S 144A

 

3.875% 11/10/2014 DD 11/10/09

 

CORPORATE DEBT INSTRUMENTS

 

1,012

 

 

ABBEY NATIONAL TREASURY SERVIC

 

2.875% 04/25/2014 DD 04/27/11

 

CORPORATE DEBT INSTRUMENTS

 

403

 

 

ABBVIE INC

 

1.750% 11/06/2017 DD 05/06/13

 

CORPORATE DEBT INSTRUMENTS

 

664

 

 

ABBVIE INC

 

1.750% 11/06/2017 DD 05/06/13

 

CORPORATE DEBT INSTRUMENTS

 

1,283

 

 

ACCESS GROUP INC 1 A

 

VAR RT 10/27/2025 DD 08/05/08

 

CORPORATE DEBT INSTRUMENTS

 

695

 

 

ACE INA HOLDINGS INC

 

5.800% 03/15/2018 DD 02/14/08

 

CORPORATE DEBT INSTRUMENTS

 

122

 

 

ACE INA HOLDINGS INC

 

2.700% 03/13/2023 DD 03/13/13

 

CORPORATE DEBT INSTRUMENTS

 

367

 

 

ACHMEA HYPOTHEEKBANK NV 144A

 

3.200% 11/03/2014 DD 11/03/09

 

CORPORATE DEBT INSTRUMENTS

 

436

 

 

ACHMEA HYPOTHEEKBANK NV 144A

 

VAR RT 11/03/2014 DD 11/03/09

 

CORPORATE DEBT INSTRUMENTS

 

947

 

 

ACTAVIS INC

 

3.250% 10/01/2022 DD 10/02/12

 

CORPORATE DEBT INSTRUMENTS

 

359

 

 

ACTAVIS INC

 

1.875% 10/01/2017 DD 10/02/12

 

CORPORATE DEBT INSTRUMENTS

 

747

 

 

AETNA INC

 

2.750% 11/15/2022 DD 11/07/12

 

CORPORATE DEBT INSTRUMENTS

 

613

 

 

AETNA INC

 

6.000% 06/15/2016 DD 06/09/06

 

CORPORATE DEBT INSTRUMENTS

 

1,247

 

 

ALCOA INC

 

5.550% 02/01/2017 DD 01/25/07

 

CORPORATE DEBT INSTRUMENTS

 

50

 

 

ALLEGHANY CORP

 

5.625% 09/15/2020 DD 09/20/10

 

CORPORATE DEBT INSTRUMENTS

 

766

 

 

ALLIED WORLD ASSURANCE CO LTD

 

7.500% 08/01/2016 DD 07/26/06

 

CORPORATE DEBT INSTRUMENTS

 

577

 

 

ALLY AUTO RECEIVABLES TRU 1 A3

 

0.930% 02/16/2016 DD 01/18/12

 

CORPORATE DEBT INSTRUMENTS

 

666

 

 

ALTRIA GROUP INC

 

4.000% 01/31/2024 DD 10/31/13

 

CORPORATE DEBT INSTRUMENTS

 

332

 

 

ALTRIA GROUP INC

 

7.750% 02/06/2014 DD 02/06/09

 

CORPORATE DEBT INSTRUMENTS

 

546

 

 

AMERICA MOVIL SAB DE CV

 

2.375% 09/08/2016 DD 09/08/11

 

CORPORATE DEBT INSTRUMENTS

 

978

 

 

AMERICAN AIRLINES 2013-2 144A

 

4.950% 07/15/2024 DD 07/31/13

 

CORPORATE DEBT INSTRUMENTS

 

698

 

 

AMERICAN EXPRESS CO

 

6.150% 08/28/2017 DD 08/28/07

 

CORPORATE DEBT INSTRUMENTS

 

307

 

 

AMERICAN EXPRESS CO

 

1.550% 05/22/2018 DD 05/22/13

 

CORPORATE DEBT INSTRUMENTS

 

708

 

 

AMERICAN EXPRESS CO

 

1.550% 05/22/2018 DD 05/22/13

 

CORPORATE DEBT INSTRUMENTS

 

801

 

 

AMERICAN EXPRESS CO

 

7.000% 03/19/2018 DD 03/19/08

 

CORPORATE DEBT INSTRUMENTS

 

956

 

 

AMERICAN EXPRESS CRED 4 C 144A

 

VAR RT 05/15/2020 DD 11/08/12

 

CORPORATE DEBT INSTRUMENTS

 

2,105

 

 

AMERICAN EXPRESS CREDIT AC 2 A

 

VAR RT 05/17/2021 DD 11/13/13

 

CORPORATE DEBT INSTRUMENTS

 

812

 

 

AMERICAN EXPRESS CREDIT CORP

 

2.750% 09/15/2015 DD 09/13/10

 

CORPORATE DEBT INSTRUMENTS

 

109

 

 

AMERICAN EXPRESS CREDIT CORP

 

2.800% 09/19/2016 DD 09/19/11

 

CORPORATE DEBT INSTRUMENTS

 

1,254

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.600% 10/18/2016 DD 10/18/06

 

CORPORATE DEBT INSTRUMENTS

 

117

 

 

AMERICAN INTERNATIONAL GROUP I

 

6.400% 12/15/2020 DD 12/03/10

 

CORPORATE DEBT INSTRUMENTS

 

236

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.450% 05/18/2017 DD 05/18/07

 

CORPORATE DEBT INSTRUMENTS

 

251

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.450% 05/18/2017 DD 05/18/07

 

CORPORATE DEBT INSTRUMENTS

 

251

 

 

AMERICAN INTERNATIONAL GROUP I

 

3.000% 03/20/2015 DD 03/22/12

 

CORPORATE DEBT INSTRUMENTS

 

257

 

 

AMERICAN INTERNATIONAL GROUP I

 

4.875% 06/01/2022 DD 05/24/12

 

CORPORATE DEBT INSTRUMENTS

 

258

 

 

AMERICAN INTERNATIONAL GROUP I

 

8.250% 08/15/2018 DD 02/15/09

 

CORPORATE DEBT INSTRUMENTS

 

281

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.850% 01/16/2018 DD 12/12/07

 

CORPORATE DEBT INSTRUMENTS

 

401

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.850% 01/16/2018 DD 12/12/07

 

CORPORATE DEBT INSTRUMENTS

 

418

 

 

AMERICAN INTERNATIONAL GROUP I

 

4.875% 09/15/2016 DD 09/13/11

 

CORPORATE DEBT INSTRUMENTS

 

544

 

 

AMERICAN INTERNATIONAL GROUP I

 

3.800% 03/22/2017 DD 03/22/12

 

CORPORATE DEBT INSTRUMENTS

 

545

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.450% 05/18/2017 DD 05/18/07

 

CORPORATE DEBT INSTRUMENTS

 

559

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.050% 10/01/2015 DD 04/01/06

 

CORPORATE DEBT INSTRUMENTS

 

643

 

 

AMERICAN INTERNATIONAL GROUP I

 

5.450% 05/18/2017 DD 05/18/07

 

CORPORATE DEBT INSTRUMENTS

 

1,788

 

 

AMERICAN TOWER CORP

 

3.500% 01/31/2023 DD 01/08/13

 

CORPORATE DEBT INSTRUMENTS

 

615

 

 

AMERICREDIT AUTOMOBILE RE 2 A2

 

0.760% 10/08/2015 DD 04/19/12

 

CORPORATE DEBT INSTRUMENTS

 

140

 

 

AMERICREDIT AUTOMOBILE RE 3 A2

 

0.710% 12/08/2015 DD 06/27/12

 

CORPORATE DEBT INSTRUMENTS

 

293

 

 

AMGEN INC

 

4.850% 11/18/2014 DD 11/18/04

 

CORPORATE DEBT INSTRUMENTS

 

128

 

 

ANADARKO PETROLEUM CORP

 

5.750% 06/15/2014 DD 06/12/09

 

CORPORATE DEBT INSTRUMENTS

 

128

 

 

ANADARKO PETROLEUM CORP

 

7.625% 03/15/2014 DD 03/05/09

 

CORPORATE DEBT INSTRUMENTS

 

152

 

 

ANADARKO PETROLEUM CORP

 

5.950% 09/15/2016 DD 09/19/06

 

CORPORATE DEBT INSTRUMENTS

 

511

 

 

ANADARKO PETROLEUM CORP

 

6.375% 09/15/2017 DD 08/12/10

 

CORPORATE DEBT INSTRUMENTS

 

683

 

 

ANADARKO PETROLEUM CORP

 

6.375% 09/15/2017 DD 08/12/10

 

CORPORATE DEBT INSTRUMENTS

 

1,108

 

 

ANCHORAGE CAPITAL 1A A1 144A

 

VAR RT 07/13/2025 DD 06/27/13

 

CORPORATE DEBT INSTRUMENTS

 

934

 

 

ANHEUSER-BUSCH INBEV FINANCE I

 

2.625% 01/17/2023 DD 01/17/13

 

CORPORATE DEBT INSTRUMENTS

 

257

 

 

ANHEUSER-BUSCH INBEV WORLDWIDE

 

2.500% 07/15/2022 DD 07/16/12

 

CORPORATE DEBT INSTRUMENTS

 

176

 

 

APPALACHIAN POWER CO

 

3.400% 05/24/2015 DD 05/24/10

 

CORPORATE DEBT INSTRUMENTS

 

929

 

 

APPLE INC

 

2.400% 05/03/2023 DD 05/03/13

 

CORPORATE DEBT INSTRUMENTS

 

57

 

 

APPLE INC

 

1.000% 05/03/2018 DD 05/03/13

 

CORPORATE DEBT INSTRUMENTS