EX-99.1 3 ex991swm401k2017financials.htm EXHIBIT 99.1 - 2017 AUDITED 401(K) FINANCIAL STATEMENTS Exhibit
Exhibit 99.1












SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN


Financial Statements as of December 31, 2017 and 2016 and for the Year Ended December 31, 2017, Supplemental Schedule as of December 31, 2017 and Report of Independent Registered Public Accounting Firm








SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN



TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
 
FINANCIAL STATEMENTS:
 
 
 
 
 
Statements of Net Assets Available for Benefits as of
    December 31, 2017 and 2016
 
 
 
 
Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 2017
 
 
 
 
Notes to Financial Statements as of
    December 31, 2017 and 2016
 
 
 
 
SUPPLEMENTAL SCHEDULE:
 
 
 
 
 
Schedule of Assets (Held at End of Year)
as of December 31, 2017
 





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Human Resources Committee of                                        the Schweitzer-Mauduit International, Inc. Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Schweitzer-Mauduit International, Inc. Retirement Savings Plan (the Plan) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, 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 U.S. generally accepted accounting principles.
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 statement 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 correspond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Schedule
The supplemental 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 schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, 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 schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Moore, Colson & Company, P.C.

We have served as the Plan's auditor since 2014.
Marietta, Georgia
June 29, 2018




SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 2017 AND 2016



 
2017
 
2016
Assets:
 
 
 
 
 
 
 
Investments, at fair value
$
115,908,913

 
$
57,187,245

 
 
 
 
Receivables:
 
 
 
Participant contributions
17,084

 
7,089

Employer contributions
11,401

 
4,229

Due from trustee

 
41,077,151

Assets in-transit from merged plan

 
7,635,085

Notes receivable from participants
1,216,098

 
1,000,660

 
 
 
 
Total receivables
1,244,583

 
49,724,214

 
 
 
 
Total assets
117,153,496

 
106,911,459

 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Excess contributions payable
11,335

 
76,776

 
 
 
 
Net assets available for benefits
$
117,142,161

 
$
106,834,683


See accompanying notes to financial statements.


1



SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2017


ADDITIONS
 
 
 
 
 
Investment income:
 
 
Net appreciation in fair value of investments
$
11,198,670

 
Dividend income
1,389,290

 
Interest income
659,726

 
Total investment income
 
13,247,686

 
 
 
 
 
 
Contributions:
 
 
Participants
4,622,999

 
Employer
2,524,576

 
Rollovers from other plans
1,037,924

 
 
 
 
Total contributions
 
8,185,499

 
 
 
Interest from notes receivable from participants
 
42,268

 
 
 
Total additions
 
21,475,453

 
 
 
DEDUCTIONS
 
 
 
 
 
Administrative fees
 
(131,640
)
Distributions to participants
 
(11,036,335
)
 
 
 
Total deductions
 
(11,167,975
)
 
 
 
Net increase in net assets available for benefits
 
10,307,478

 
 
 
Net assets available for benefits
 
 
-Beginning of year
 
106,834,683

 
 
 
-End of year
 
$
117,142,161


See accompanying notes to financial statements.


2

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




1. PLAN DESCRIPTION AND FUNDING POLICY

The following brief description of the Schweitzer-Mauduit International, Inc. Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General - The Plan is a defined contribution plan. Hourly U.S. employees of Schweitzer-Mauduit International, Inc. (the “Company” or “SMI”), represented by collective bargaining agreements (“CBA”) are eligible to participate in accordance with their CBA. The majority of SMI’s employees are eligible to participate following one month of continuous service. The Board of Directors of the Company or its delegate may change the eligibility and other provisions of the Plan from time to time.

Effective January 1, 2015, the Plan elected a Safe Harbor plan design, as permitted by the Internal Revenue Service (“IRS”), which exempts the Plan from certain compliance issues, primarily associated with non-discrimination testing.

In October 2015, the Company acquired Argotec, LLC (“Argotec”). Effective January 1, 2017, Argotec employees joined the Schweitzer-Mauduit International, Inc. Retirement Savings Plan. Employer matching contributions made prior to January 1, 2017 to the accounts of the participants who were actively employed as of January 1, 2017 became 100% vested. On December 30, 2016, the transfer of assets from Argotec to the Schweitzer-Mauduit International, Inc. Retirement Savings Plan was initiated. As of December 31, 2016, $7,635,085 of the transfer amount is included in assets in-transit from merged plan on the statements of net assets as the transfer was not completed until January 3, 2017.

Wells Fargo Bank N.A. served as the Trustee of the Plan through December 31, 2016. Effective January 1, 2017, the Plan assets were transferred to John Hancock Trust Company LLC who serves as the Trustee of the Plan pursuant to the Plan agreement.

Contributions and Vesting - An eligible hourly, weekly or salaried employee may elect to participate in the Plan and have the Company make "401(k) contributions" (that is, contributions that are deducted from compensation paid by the employer before federal income taxes are withheld) on the participant's behalf. Such contributions may be any whole percentage of 1% or more of the participant's hourly wages or salary rate. A participant may also make unrestricted after-tax contributions in whole percentages of 1% to 10% of their hourly wages or salary rate as long as the total of 401(k) and unrestricted after-tax contributions do not exceed annual contribution limits established by the IRS. Participants are immediately vested in their contributions plus actual earnings thereon. Participants who are at least age 50 as of the end of the plan year may make "catch up" contributions in accordance with the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).

The employer matching contribution at all locations is 100% of the first 3% of matched contributions, 50% of the next 4-8% matched contributions, and 25% of the final 2% of matched contributions. Union hourly employees receive matching contributions equal to 25% of employee "catch up" contributions. Prior to January 1, 2015, a participant was cliff-vested in employer matching contributions after completion of three years of service or attainment of age 55. Effective January 1, 2015, participants are immediately vested in safe harbor matching contributions plus earnings thereof.

3

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




1.
PLAN DESCRIPTION AND FUNDING POLICY (Continued)

The Plan will only accept a Direct Rollover of an Eligible Rollover Distribution from a qualified plan described in section 401(a) or 403(b) of the Internal Revenue Code (the “Code”), excluding after-tax employee contributions and Participant Rollover Contributions of Eligible Rollover Distributions from a qualified plan described in Section 401(a) or 403(b) of the Code. The Plan will not accept rollovers from individual retirement accounts.

Investments of the Plan are participant directed. Employees are eligible to transfer accumulated employee or employer contributions daily. Employer matching contributions paid during the year ended December 31, 2017 were $2,524,576.

Participant Accounts - Contributions allocated to a specific fund are co-mingled with those of other participants and are invested in accordance with the nature of the specific fund. Pending such investment, the Trustee is authorized to invest in short-term securities of the United States of America or in other investments of a short-term nature. A separate account is maintained on behalf of each participant for each fund. Net appreciation or depreciation in fair value of investments, dividends, interest and expenses are allocated to participants based on their proportionate share of the funds.

Withdrawals - Any participant may withdraw, during employment, the value of the participant's unrestricted after-tax and rollover accounts. Subject to certain conditions, a participant may withdraw the value of 401(k) contributions, in the case of hardship or after attaining age 59-l/2. The participant will be required to suspend subsequent contributions to the Plan for 6 months following any hardship withdrawal from the participant's 401(k) account.

Payment of Benefits and Forfeitures - Upon termination of a participant's employment, the value of the participant's accounts, including the value of all employer matching contributions, is distributable. The Plan converted to Safe Harbor status January 1, 2015. The balance in the forfeiture account as of January 1, 2015 will be used to reduce plan administrative overhead until liquidated. Total forfeitures available to reduce administrative expenses at December 31, 2017 and 2016 totaled $35,603 and $40,534, respectively. For the year ended December 31, 2017, administrative expenses were reduced by $11,014 from forfeited non-vested accounts.

Due From Trustee - Effective January 1, 2017, the Plan changed Trustees. On December 30, 2016, in anticipation of the transfer, certain funds were liquidated in to a holding account. These amounts are included in due from Trustee on the statements of net assets available for benefits and were received on January 3, 2017.

Notes Receivable from Participants - Participants may borrow up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The loans are secured by the vested balance in the participant’s account and bear interest at rates commensurate with local prevailing rates as determined by the Plan administrator. Loans are repayable over periods up to five years with the exception of loans used to purchase a primary residence of the participant. Loans are repayable immediately upon death, disability, or termination of employment. Loan transactions are treated as a transfer to (from) the investment funds and from (to) the participant loan fund.

4

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




1.
PLAN DESCRIPTION AND FUNDING POLICY (Continued)

Other - A participant has the right to direct the Trustee as to the manner in which to vote at each annual meeting and special meeting of the stockholders of the Company the number of shares of the Company's common stock held by the Trustee and attributable to the participant's Schweitzer-Mauduit International, Inc. Common Stock Fund ("SMI Stock Fund") accounts as of the record date for the meeting. In addition, the participant has the right to determine whether shares of the Company's common stock held by the Trustee and attributable to the participant's SMI Stock Fund accounts should be tendered in response to offers therefore.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The financial statements of the Plan are prepared under the accrual method of accounting.

Investment Valuation and Income Recognition - All investments were held by the Trustee as of December 31, 2017 and 2016 and are stated at fair value. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Expenses - Brokerage fees, other direct costs of investments and taxes (including interest and penalties), if any, are paid by the Trustee from Plan assets. Other fees and expenses are paid by the Company.

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. Related fees are charged directly to the borrowing participant’s account and are included in administrative expenses when incurred. As of December 31, 2017 and 2016, no allowance for credit losses has been recorded. If a participant does not make loan repayments and the Plan administrator considers the participant loan to be in default, the loan balance is reduced, and the delinquent participant note receivable is recorded as a benefit payment based on the terms of the Plan document.

Payment of Benefits - Benefits are recorded when paid.

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Corrective Distributions - Amounts payable to participants for contributions in excess of amounts allowed by the Internal Revenue Service ("IRS") are recorded as a liability with a corresponding reduction to contributions.


5

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




3.
FAIR VALUE MEASUREMENTS

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

Level 1
 
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
 
 
 
Level 2
 
Inputs to the valuation methodology include:
 
 
- quoted prices for similar assets or liabilities in active markets;
 
 
- quoted prices for identical or similar assets or liabilities in inactive markets;
 
 
- inputs other than quoted prices that are observable for the asset or liability;
 
 
- inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 
 
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
 
 
 
Level 3
 
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The asset or liability’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.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2017 and 2016.

SMI Stock fund: The SMI Stock Fund is a unitized fund which includes SMI common stock and an investment in an interest-bearing cash account for liquidity purposes. The total value of the Fund at any point in time is equal to the total market value of the common stock in the SMI Stock Fund plus the amount of cash. As of December 31, 2017 and 2016, the amount of cash totaled $972,223 and $966,965, respectively. Each unit represents the ownership of both common shares and cash. The Company’s common stock is traded on the New York Stock Exchange (“NYSE”). The valuation of the units closely tracks the quoted market price listed on the NYSE.

Registered investment companies: 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 Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Insurance contracts: Valued at cash surrender value, which approximates fair value.




6

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




3.
FAIR VALUE MEASUREMENTS (Continued)

Stable value/return fund: Valued at NAV, inclusive of the adjustment to contract value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. The use of NAV is deemed appropriate as the CCT does not have finite lives, unfunded commitments, or significant restrictions on redemptions.

The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2017 and December 31, 2016:

 
 
Assets at Fair Value as of December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
SMI Stock fund
 
$

 
$
16,312,930

 
$

 
$
16,312,930

Registered investment companies
 
83,067,897

 

 

 
83,067,897

Insurance contracts
 

 

 
3,243,304

 
3,243,304

Total assets in the fair value hierarchy
 
$
83,067,897

 
$
16,312,930

 
$
3,243,304

 
102,624,131

Investments measured at net asset value
 
 
 
 
 
 
 
13,284,782

Investments at fair value
 
 
 
 
 
 
 
$
115,908,913


 
 
Assets at Fair Value as of December 31, 2016
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
 
SMI Stock fund
 
$

 
$
17,261,697

 
$

 
$
17,261,697

Registered investment companies
 
22,463,090

 

 

 
22,463,090

Insurance contracts
 

 

 
3,184,274

 
3,184,274

Total assets in the fair value hierarchy
 
$
22,463,090

 
$
17,261,697

 
$
3,184,274

 
42,909,061

Investments measured at net asset value
 
 
 
 
 
 
 
14,278,184

Investments at fair value
 
 
 
 
 
 
 
$
57,187,245














7

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




3.
FAIR VALUE MEASUREMENTS (Continued)

The following table sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2017:
 
Insurance contracts
Balance, beginning of year
$
3,184,274

Realized gains (losses)

Unrealized gains (losses)
134,554

Purchases

Sales
(75,524
)
Balance, end of year
$
3,243,304

 
 
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
$
131,441


Fair Value of Investments in Entities that Use Net Asset Value

The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2017 and 2016, respectively.

December 31, 2017
Fair Value
Unfunded Commitments
Redemption Frequency (if currently eligible)
Redemption Notice Period
Stable Value Fund
$
13,284,782

N/A
Daily
N/A
 
 
 
 
 
December 31, 2016
Fair Value
Unfunded Commitments
Redemption Frequency (if currently eligible)
Redemption Notice Period
Stable Return Fund
$
14,278,184

N/A
Daily
N/A


4. PARTY-IN-INTEREST TRANSACTIONS

At December 31, 2017 and 2016, the Plan’s SMI Stock Fund held shares of the Company's common stock.

Certain plan investments are shares of various investments managed by the Trustee as defined by the Plan and therefore these transactions qualify as party-in-interest transactions. The primary fees paid by the Plan relate to investment management fees charged on a daily basis to the various investments held.

8

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND 2016




5. PRIORITIES UPON TERMINATION OF THE PLAN

The Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, all participants will become fully vested in their accounts. Management of the Company has indicated it has no current intentions to terminate the Plan.

6. TAX STATUS

The IRS has determined and informed the Company by a letter dated January 21, 2016, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code and therefore believe that the Plan is qualified and the related trust is tax exempt. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the taxing authorities. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.

7. RISKS AND UNCERTAINTIES

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

9

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
Form 5500, Schedule H, Part IV, Line 4i, December 31, 2017
Plan No. 002
EIN No. 62-1612879


 
 
 
Description of Investment
 
 
 
 
 
Identity of Issue
 
Including Maturity Date, Rate of
 
 
 
 
 
Borrower, Lessor, or Similar Party
 
Interest, Collateral, Par or Maturity Value
Shares
Cost
Current Value
 
 
 
 
 
 
 
 
 
 
 
 
SMI Stock Fund:
 
 
 
 
*
Schweitzer-Mauduit International, Inc.
 
Schweitzer-Mauduit International, Inc. Common Stock Fund
     338,199
(A)
$ 15,340,707
 
 
PIMCO
 
PIMCO Government Money Market Admin Fund
     972,223
(A)
                972,223
 
 
 
 
Total SMI Stock Fund
 
 
           16,312,930
 
 
 
 
 
 
 
 
 
 
 
 
Registered Investment Companies:
 
 
  
 
 
Vanguard
 
Vanguard 500 Index Fund Admiral
47,244
(A)
           11,660,740
 
 
T. Rowe Price
 
T Rowe Price Growth Stock Fund
131,949
(A)
             8,266,606
 
 
Vanguard
 
Vanguard Target Retirement 2025 Fund
436,428
(A)
             8,073,918
 
 
Wells Fargo
 
Wells Fargo Adv Sp Mid Cap Ins
182,578
(A)
             6,996,390
 
 
Vanguard
 
Vanguard Target Retirement 2030 Fund
185,340
(A)
             6,232,968
 
 
Vanguard
 
Vanguard Target Retirement 2020 Fund
174,233
(A)
             5,467,419
 
 
Hartford
 
Hartford Intl Opportunity Y
281,584
(A)
             5,006,568
 
 
Metwest
 
Metwest Total Ret Bond I
379,695
(A)
             4,047,553
 
 
Vanguard
 
Vanguard Target Retirement 2035 Fund
182,634
(A)
             3,778,702
 
 
Delaware
 
Delaware Value Fund Inst
164,246
(A)
             3,528,013
 
 
Eagle Funds
 
Eagle Small Cap Growth I
50,375
(A)
             3,153,963
 
 
Vanguard
 
Vanguard Target Retirement 2040 Fund
65,835
(A)
             2,354,919
 
 
Nuveen
 
Nuveen Small Cap Value R6
80,750
(A)
             2,146,338
 
 
Vanguard
 
Vanguard Mid Cap Index Adm
10,001
(A)
             1,915,634
 
 
Vanguard
 
Vanguard Target Retirement 2015 Fund
104,956
(A)
             1,608,974
 
 
Vanguard
 
Vanguard Sm Cap Index Fd Adm
21,904
(A)
             1,550,354
 
 
Vanguard
 
Vanguard Target Retirement Income Fund
90,571
(A)
             1,227,238
 
 
Vanguard
 
Vanguard Target Retirement 2045 Fund
50,233
(A)
             1,130,234
 
 
Prudential
 
PGIM Jennison Mid Cap Growth Q
25,206
(A)
                970,164
 
 
Vanguard
 
Vanguard Dev Markets Index Adm
55,350
(A)
                797,598
 
 
Vanguard
 
Vanguard Target Retirement 2050 Fund
21,081
(A)
                763,125
 
 
Vanguard
 
Vanguard Target Retirement 2055 Fund
17,540
(A)
                688,083
 
 
Vanguard
 
Vanguard Total Bond Market Index Adm
53,299
(A)
                572,966
 
 
Invesco
 
Invesco Developing Markets R5
13,085
(A)
                491,087
 
 
Federated Investments
 
Federated Inst High Yield Bond I
44,485
(A)
                444,854
 
 
Vanguard
 
Vanguard Target Retirement 2060 Fund
3,844
(A)
                133,168
 
 
Alliance Bernstein
 
AB Global Bond
7,180
(A)
                   60,321
 
 
 
 
Total Registered Investment Companies
 
 
            83,067,897
 
 
 
 
 
 
 
 
 
*
Northwestern Mutual Life Insurance
 
Insurance contracts
n/a
(A)
3,243,304
 
 
Putnam
 
Stable Value Fund
 13,284,782
(A)
            13,284,782
 
*
Notes receivable from participants
 
Interest rate: 3.25% - 5.50%; Matures: January 2018 - November 2022
n/a
(A)
              1,216,098
 
 
Total Investments
 
 
 
 
 $ 117,125,011
 
* Sponsor and/or issuer known to be a party-in-interest to the Plan.
 
 
 
 
(A) Cost information is not required to be presented for participant-directed investments.
 
 
 
 

See Report of Independent Registered Public Accounting Firm


10