Form 11-K CMI WWA


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 11-K

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

For the fiscal year ended December 31, 2013

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

For the transition period from            to           
 

Commission File Number 001-00368
    
        
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CHEVRON MINING INC. WESTERN WAGE AGREEMENTS 401(k) PLAN

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

Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583








SIGNATURES

        
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
                            
Date June 27, 2014
 
/S/ FRANK G. SOLER
 
 
Chevron Mining Inc., Plan Administrator

 
By:
Frank G. Soler, Secretary Chevron Mining Inc.





EXHIBIT INDEX


Exhibit
No.                     Description                        

1
Consent of Independent Registered Public Accounting Firm, dated June 24, 2014.

2
Financial Statements of the CMI Western Wage Agreements 401(k) Plan for the fiscal year ended December 31, 2013, prepared in accordance with the financial reporting requirements of ERISA.



EX 99.1 Consent WWA
Exhibit 1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-162660) of Chevron Corporation filed with the Securities and Exchange Commission, pertaining to the Western Wage Agreements 401(k) Plan of Chevron Mining, Inc. of our report dated June 24, 2014, with respect to the financial statements and supplemental schedule of CMI Western Wage Agreements 401(k) Plan included in the Annual Report (Form 11-K) as of December 31, 2013 and for the year then ended.

/s/ Morris Davis Chan & Tan LLP
Oakland, California
June 24, 2014



EX 99.2 Financial Statement
Exhibit 2

CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE

TOGETHER WITH REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2013 AND 2012

MORRIS DAVIS CHAN & TAN LLP
Certified Public Accountants




CMI WESTERN WAGE AGREEMENTS 401(k) PLAN

TABLE OF CONTENTS


 
Page
Report of Independent Registered Public Accounting Firm
1
Audited Financial Statements:
 
Statements of Net Assets Available for Benefits as of December 31, 2013 and 2012
2
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2013 and 2012
3
Notes to Financial Statements
4-12
Supplemental Schedules*
 
Schedule H, Line 4i - Schedule of Assets Held as of December 31, 2013
13

*There are no other supplemental schedules required to be filed by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.



i




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Plan Administrator
CMI Western Wage Agreements 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of the CMI Western Wage Agreements 401(k) Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As describe in Note B to the financial statements, the Board of Directors of the Chevron Mining, Inc. voted on October 31, 2013 to terminate the Plan. As a result, the Plan changed its basis of accounting used to determine the amount at which the net assets available for benefits is stated, from the ongoing plan basis used in presenting the 2012 financial statements to the liquidation basis used in presenting the 2013 financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.



/s/ Morris Davis Chan & Tan LLP
Oakland, California
June 24, 2014


1


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
 
2012
 
 
 
 
 
 
 Liquidation
 
 Ongoing Plan
 
 
 
 
 
 
Basis
 
Basis
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
Investments, at fair value
 
 
 
 
 
 
Chevron Corporation common stock
 
$
256,597

 
$
215,152

 
Collective investment fund
 
 
439,742

 
617,047

 
Mutual funds
 
 
 
1,494,248

 
1,465,012

 
 
Total investments
 
 
 
2,190,587

 
2,297,211

Noninterest-bearing cash
 
 
2,560

 
2,560

 
 
 
 
 
 
 
 
 
 
 
Total assets
 
 
 
2,193,147

 
2,299,771

 
 
 
 
 
 
 
 
 
LIABILITIES
 
 
 

 

 
 
 
 
 
 
 
 
 
NET ASSETS REFLECTING ALL INVESTMENTS
 
 
 
 
 
AT FAIR VALUE
 
 
 
2,193,147

 
2,299,771

 
 
 
 
 
 
 
 
 
 
Adjustment from fair value to contract value for
 
 
 
 
 
 
fully benefit-responsive investment contract
 
(3,460
)
 
(17,416
)
 
 
 
 
 
 
 
 
 
NET ASSETS AVAILABLE FOR BENEFITS
 
$
2,189,687

 
$
2,282,355



See accompanying notes to financial statements.

2


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2013
 
2012
 
 
 
 Liquidation
 
 Ongoing Plan
 
 
 
Basis
 
Basis
 
 
 
 
 
 
ADDITIONS
 
 
 
 
Investment income:
 
 
 
 
 
Net appreciation in fair value investments
 
$
235,281

 
$
387,728

 
Dividend and interest income
 
112,080

 
39,050

 
 
 
347,361

 
426,778

Participant contributions
 

 
131,187

Other income
 
275

 
4,526

 
 
 
 
 
 
 
Total additions
 
347,636

 
562,491

 
 
 
 
 
 
DEDUCTIONS
 
 
 
 
Distributions to participants
 
440,029

 
7,433,081

Administrative expenses
 
275

 
4,626

 
 
 
 
 
 
 
Total deductions
 
440,304

 
7,437,707

 
 
 
 
 
 
NET DECREASE
 
(92,668
)
 
(6,875,216
)
 
 
 
 
 
 
NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
 
 
Beginning of year
 
2,282,355

 
9,157,571

 
 
 
 
 
 
 
End of year
 
$
2,189,687

 
$
2,282,355



See accompanying notes to financial statements.


3


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012



A.
DESCRIPTION OF TERMINATING PLAN

The following description of the CMI Western Wage Agreements 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan’s provisions.

General
The Plan is a defined contribution plan sponsored by Chevron Mining Inc. (CMI, the Company and Plan Sponsor). The original Plan was established effective October 1, 1996 by the Company for the benefit of its employees to qualify under Section 401(k) of the Internal Revenue Code (the Code). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Company is the Plan administrator and has appointed an employee to perform the duties of the Plan administrator. The assets of the Plan are maintained in a trust fund administered under a trust agreement with Merrill Lynch Bank & Trust Co., FSB (Merrill Lynch or the Trustee).

The issuance of shares of Chevron Corporation common stock (Chevron common stock) under the Plan have been registered on a registration statement on Form S-8 filed with the U.S. Securities Exchange Commission (the SEC) on October 26, 2009.  On October 27, 2009, Chevron Corporation filed with the SEC a registration statement on Form S-3, as amended on December 1, 2009 and December 15, 2009, offering to rescind the purchase of shares of Chevron common stock by persons who acquired such shares through the Plan from February 21, 2008 through October 23, 2009.  The shares subject to the rescission offer may have been deemed not to have been properly registered with the SEC for offer and sale to Plan participants under the Securities Act of 1933, as amended.

Sale of Kemmerer Mine
Effective February 1, 2012, the Company finalized the sale of the Kemmerer Mine to Westmoreland Coal Company (the Sale).  Former CMI employees of the Kemmerer Mine represented by the United Mine Workers of America, Local 1307 became employees of Westmoreland Coal Company. 

Closing of McKinley Mine
The McKinley Mine suspended operations at the end of 2009 and commenced environmental reclamation efforts shortly thereafter.  All remaining McKinley employees who were participants in the Plan were terminated on April 30, 2012 (the Closing).  CMI has turned oversight of the facility and reclamation project over to Chevron Environmental Management Company on August 1, 2013.  There are no longer any active employees at McKinley Mine.

4


A.
DESCRIPTION OF TERMINATING PLAN (Continued)

Eligibility
The Plan is a trusteed 401(k) salary deferral plan covering all hourly paid Kemmerer Mine employees represented by the United Mine Workers of America, Local 1307 and McKinley Mine employee represented by the United Mine Workers of America, Local 1332.  Effective for periods after the Sale and/or the Closing, no individual that is otherwise a participant is eligible to become a participant under the Plan.  Prior to the Sale and/or the Closing, employees, who are age 18 or older, were eligible to participate in the Plan on the first date of their employment.

Contributions
Effective for periods after the Sale and/or the Closing, no participant contributions are allowed under the Plan.  Prior to the Sale and/or the Closing, each participant had the option to make before-tax contributions to the Plan subject to Plan and Internal Revenue Service (IRS) limitations.  Participants may change their elective deferral percentages and may terminate their elective deferrals at any time.  The Company made no contributions to the Plan.

Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocation of Plan earnings and losses. Allocation is based on participant account balances, as defined. The benefit to which a participant is entitled is the amount that can be provided from the participant’s vested account balance.

Vesting
Participants are immediately vested in their contributions.

Payment of Benefits
Employees over the age of 59½ may elect to withdraw funds from the Plan prior to termination of employment or retirement. On termination of service, a participant may receive the value of his or her account in a lump sum payment, or in monthly installments over various periods or life, provided that the participant is of retirement age as specified by the Internal Revenue Code (Code). Participants with account balances greater than $1,000 have the option of leaving their accounts within the Plan after termination. There were no distributions considered payable as of December 31, 2013 and 2012.

Investment Alternatives
The participants of the Plan may currently choose among 15 investment alternatives that are managed by Merrill Lynch. These investment alternatives consist of 13 mutual funds (the Funds), a collective investment fund, and Chevron Corporation common stock. Allocations of earnings and losses are based on the participants’ account balances in each fund.

5


B.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Plan Termination
The Board of Directors of the Company voted on October 31, 2013 to terminate the Plan effective December 31, 2013. As a result, the Plan has changed its basis of accounting from the ongoing plan basis used in presenting the 2012 financial statements to the liquidation basis used in presenting the 2013 financial statements. This change in basis of accounting did not result in a change in the net assets available for benefits during 2013.

Revenues are recognized as earned. Distributions to participants are recorded when paid. All other expenses are recorded as incurred.

Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Net appreciation (depreciation) in fair value of investments includes realized gains (losses) and unrealized appreciation (depreciation).

Fully Benefit-Responsive Contracts
The collective investment fund, which invests primarily in guaranteed investment contracts, and has a fully-benefit responsive feature, is recorded at fair value and adjusted to contract value, which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses. Investment contracts held by a defined-contribution plan are required to be reported at fair value.  Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan and is used to approximate fair value.  The Statements of Net Assets Available for Benefits present the fair value of the investment contracts from fair value to contract value.  The Statements of Changes in Net Assets Available for Benefits are prepared on a contract value basis.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the cash basis, which approximates the accrual basis.

6


C.    INVESTMENTS

The following broad range of investment options were available to participants:

Core Funds:
 
 
Fund Name
 
Fund Type
Chevron Corporation Common Stock
 
Company Stock
Wells Fargo Stable Value Fund
 
Stable Value
Ivy Balanced Fund
 
Balanced
BlackRock Global Allocation Fund
 
Large Cap Blend
Sentinel Common Stock Fund
 
Large Cap Blend
BlackRock Capital Appreciation Fund
 
Large Cap Growth
Invesco Van Kampen American Franchise Fund
 
Large Cap Growth
American Funds Washington Mutual Investor Fund
 
Large Cap Value
BlackRock S&P 500 Index Fund
 
Large Cap Stock
Invesco International Growth Fund
 
International Equity
Dreyfus Opportunistic Midcap Value Fund
 
Mid-Cap Value
MFS New Discovery Fund
 
Small Cap Growth
Victory Small Company Opportunity Fund
 
Small Cap Value
MFS Government Securities Fund
 
Fixed Income
PIMCO Total Return Fund
 
Fixed Income

The fair value of investments that represent 5% or more of the Plan’s net assets as of December 31, 2013 and 2012 are as follows:
 
2013
2012
Common Stock
 
 
Chevron Corporation
$
256,597

$
215,152

Collective investment fund:
 
 
Wells Fargo Stable Value Fund at contract value
439,742

617,047

Mutual funds:
 
 
BlackRock Capital Appreciation Fund
449,201

396,960

BlackRock Global Allocation Fund
354,541

309,851

Ivy Balanced Fund
201,316

192,578

PIMCO Total Return Fund
*

152,134

    
* Investment was below 5% of net assets at year-end.



7


C.    INVESTMENTS (Continued)

For the years ended December 31, 2013 and 2012, the Plan's investments (including gains and losses on investment bought and sold, as well as held during the year) appreciated in value as follows:

 
2013
2012
Common Stock
$
34,075

$
10,040

Collective investment fund
5,724

18,868

Mutual funds
195,482

358,820

Net appreciation in fair value of investments
$
235,281

$
387,728




D.
FAIR VALUE MEASUREMENTS

Accounting Standards Codification 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework 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 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

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; and
Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.



8


D.
FAIR VALUE MEASUREMENTS (Continued)

The asset’s 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 used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.
Collective investment fund is valued at the net asset value of units of participation held by the Plan. The value of the underlying assets of the collective investment fund is calculated based on quoted market prices or other observable inputs.
Mutual funds are valued at the net asset value of shares held by the Plan.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Plan’s investment at fair value as of December 31, 2013 and 2012:

 
Investments at Fair Value (in thousands) as of December 31, 2013
 
Level 1
Level 2
Level 3
Total
Common Stock
$
256,597

$

$

$
256,597

Collective investment fund

439,742


439,742

Mutual Funds:
 
 
 
 
Equity funds
1,030,140



1,030,140

Fixed income funds
109,567



109,567

Allocation fund
354,541



354,541

Investments, at fair value
$
1,750,845

$
439,742

$

$
2,190,587




9


D.
FAIR VALUE MEASUREMENTS (Continued)

 
Investments at Fair Value (in thousands) as of December 31, 2012
 
Level 1
Level 2
Level 3
Total
Common Stock
$
215,152

$

$

$
215,152

Collective investment fund

617,047


617,047

Mutual Funds:
 
 
 
 
Equity funds
964,910



964,910

Fixed income funds
190,251



190,251

Allocation fund
309,851



309,851

Investments, at fair value
$
1,680,164

$
617,047

$

$
2,297,211



Transfers Between Levels
The Plan recognizes any transfers between levels in the fair value hierarchy as of the end of the reporting period. There were no transfers between levels for the years ended December 31, 2013 and 2012.

E.
TRUSTEE AND ADMINISTRATIVE SERVICES

Certain trustee administrative and recordkeeping fees are paid by the Plan. The Plan incurred $275 and $4,626 for trustee fees during 2013 and 2012, respectively. These fees are included in the accompanying financial statements. The Company, at its election, pays other Plan administrative and accounting fees. The Company incurred $15,315 and $15,131 for other administrative and accounting fees during the years ended December 31, 2013 and 2012, respectively. These fees are not reflected in the accompanying financial statements.

F. TAX STATUS

The Plan administration is in the process of getting a favorable determination letter on the termination of the Plan from the IRS. The Plan obtained its most recent determination letter from the IRS on July 8, 2010, stating that the Plan is qualified with the applicable requirements of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated and terminated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.


10


F. TAX STATUS(Continued)

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 tax position that would not meet the more likely than not standard and be sustained upon examination by the IRS.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan’s annual reports and records for plan years 2008 through 2010 were the subject of the IRS audits. In December 2012, the IRS audits were completed with no findings.

G.
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 investments 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.

H.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The Plan files its Form 5500 on cash basis. The following is a reconciliation of the financial statements to the Form 5500 as of and for the years ended December 31, 2013 and 2012:
As of and for the year ended December 31, 2013:
Net Assets
Change in Net Assets
Per financial statements
$
2,189,687

$
(92,668
)
Adjustment from contract value to fair value for fully benefit-responsive investment contract
3,460

(13,956
)
Per Form 5500
$
2,193,147

$
(106,624
)

    



11


H.
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)
As of and for the year ended December 31, 2012:
Net Assets
Change in Net Assets
Per financial statements
$
2,282,355

$
(6,875,216
)
Adjustment from contract value to fair value for fully benefit-responsive investment contract
17,416

(73,382
)
Other receivables

25

Administrative expenses payable

(50
)
Per Form 5500
$
2,299,771

$
(6,948,623
)

    
I.
SUBSEQUENT EVENTS

The Plan’s financial statements have been evaluated for subsequent events and transactions. The Company determined that there are no subsequent events and transactions that require disclosure to or adjustment in the financial statements.



12


CMI WESTERN WAGE AGREEMENTS 401(k) PLAN
EIN 44-0658937 PLAN NO. 004
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD
DECEMBER 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
( a )
 
( b )
 
( c )
 
 
( e )
 
 
Identity of Issue,
 
Description of Investment Including
 
 
 
 
 
Borrower, Lessor,
 
Maturity Date, Rate of Interest,
 
 
 
 
 
or Similar Party
 
Collateral, Par, or Maturity Value
 
 
Current Value
 
 
 
 
 
 
 
 
*
 
Chevron Corporation Common Stock
 
Common Stock
 
 
$256,597
 
 
Wells Fargo Stable Value Fund
 
Collective Investment Fund
 
 
439,742

 
 
BlackRock Capital Appreciation Fund
 
Mutual Fund
 
 
449,201

 
 
BlackRock Global Allocation Fund
 
Mutual Fund
 
 
354,541

 
 
Ivy Balanced Fund
 
Mutual Fund
 
 
201,316

 
 
Invesco Van Kampen American Franchise Fund
 
Mutual Fund
 
 
101,144

 
 
PIMCO Total Return Fund
 
Mutual Fund
 
 
89,669

 
 
Sentinel Common Stock Fund
 
Mutual Fund
 
 
80,005

 
 
Invesco International Growth Fund
 
Mutual Fund
 
 
73,904

 
 
American Funds Washington Mutual Investor Fund
 
Mutual Fund
 
 
53,333

 
 
Dreyfus Opportunistic Midcap Value Fund
 
Mutual Fund
 
 
50,474

 
 
MFS Government Securities Fund
 
Mutual Fund
 
 
19,898

 
 
MFS New Discovery Fund
 
Mutual Fund
 
 
11,390

 
 
Victory Small Company Opportunity Fund
 
Mutual Fund
 
 
6,703

 
 
BlackRock S&P 500 Index Fund
 
Mutual Fund
 
 
2,670

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
2,190,587

 
 
 
 
 
 
 
 
* Investment with parties-in-interest as defined under ERISA.
 
 
 
 
 
Column (d) was omitted as all investments are participant-directed.
 
 
 
 
 


13