CHEVRON
EMPLOYEE SAVINGS INVESTMENT PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TOGETHER WITH REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2013 AND 2012
MORRIS DAVIS CHAN & TAN LLP
Certified Public Accountants
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN
TABLE OF CONTENTS
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| |
| Page |
Report of Independent Registered Public Accounting Firm | 1 |
Financial Statements: | |
Statements of Net Assets Available for Benefits as of December 31, 2013 and 2012 | 2-3 |
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2013 and 2012 | 4-5 |
Notes to Financial Statements | 6-16 |
Supplemental Schedules: | |
Schedule H - Part IV, Line 4(i) - Schedule of Assets Held as of December 31, 2013 | 17-26 |
Schedule H - Part IV, Line 4(j) - Schedule of Reportable Transactions for the Year Ended December 31, 2013 | 27 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Participants and Plan Administrator
Chevron Employee Savings Investment Plan
We have audited the accompanying statements of net assets available for benefits of the Chevron Employee Savings Investment Plan (the Plan) as of December 31, 2013 and 2012, and the related statement 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.
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 accompanying supplemental schedules of assets held as of December 31, 2013, and reportable transactions for the year ended December 31, 2013 are presented for the purpose of additional analysis and are 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 schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our 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 23, 2014
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| | | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS |
December 31, 2013 |
(thousands of dollars) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Participant | | Non-Participant Directed | | | |
| | | Directed | | Allocated | | Unallocated | | Total |
| | | | | | | | | | | | | |
Assets | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Investments - at fair value: | | | | | | | | | | | |
| Chevron Corporation common stock | | | | | | | | | | |
| | Allocated to participants | $ | — | | $ | 9,973,436 | | $ | — | | $ | 9,973,436 |
|
| | Unallocated | | — | | | — | | | — | | | — |
|
| Registered investment companies | | 8,781,841 |
| | | — |
| | | — |
| | | 8,781,841 |
|
| Vanguard Brokerage Option | | 265,547 |
| | | — |
| | | — |
| | | 265,547 |
|
| Collective investment funds | | 114,172 |
| | | — |
| | | — |
| | | 114,172 |
|
| Separate Account | | 258,401 |
| | | — |
| | | — |
| | | 258,401 |
|
| | Total investments | | 9,419,961 |
| | | 9,973,436 |
| | | — |
| | | 19,393,397 |
|
| | | | | | | | | | | | | |
| Receivables: | | | | | | | | | | | |
| | Notes receivable from participants | | 143,105 |
| | | — |
| | | — |
| | | 143,105 |
|
| | Employer contributions | | — |
| | | 4 |
| | | — |
| | | 4 |
|
| | Participant contribution | | 2 |
| | | 1 |
| | | — |
| | | 3 |
|
| | Due from broker | | 216 |
| | | — |
| | | — |
| | | 216 |
|
| | Total receivables | | 143,323 |
| | | 5 |
| | | — |
| | | 143,328 |
|
| | | | | | | | | | | | | |
| | Total assets | | 9,563,284 |
| | | 9,973,441 |
| | | — |
| | | 19,536,725 |
|
| | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Due to broker | | 765 |
| | | — |
| | | — |
| | | 765 |
|
| | | | | | | | | | | | | |
| | Total liabilities | | 765 |
| | | — |
| | | — |
| | | 765 |
|
| | | | | | | | | | | | | |
Net assets available for benefits | $ | 9,562,519 |
| | $ | 9,973,441 |
| | $ | — |
| | $ | 19,535,960 |
|
The accompanying notes are an integral part of these financial statements.
|
| | | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS |
December 31, 2012 |
(thousands of dollars) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Participant | | Non-Participant Directed | | | |
| | | Directed | | Allocated | | Unallocated | | Total |
| | | | | | | | | | | | | |
Assets | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Investments - at fair value: | | | | | | | | | | | |
| Chevron Corporation common stock | | | | | | | | | | |
| | Allocated to participants | $ | — | | $ | 8,732,158 | | $ | — | | $ | 8,732,158 |
|
| | Unallocated | | — | | | — | | | 139,702 | | | 139,702 |
|
| Registered investment companies | | 7,395,531 |
| | | — |
| | | — |
| | | 7,395,531 |
|
| Vanguard Brokerage Option | | 216,111 |
| | | — |
| | | — |
| | | 216,111 |
|
| Separate Account | | 283,941 |
| | | — |
| | | — |
| | | 283,941 |
|
| Cash equivalents | | — |
| | | — |
| | | 21,360 |
| | | 21,360 |
|
| | Total investments | | 7,895,583 |
| | | 8,732,158 |
| | | 161,062 |
| | | 16,788,803 |
|
| | | | | | | | | | | | | |
| Receivables: | | | | | | | | | | | |
| | Notes receivable from participants | | 136,847 |
| | | — |
| | | — |
| | | 136,847 |
|
| | Employer contributions | | — |
| | | 7 |
| | | — |
| | | 7 |
|
| | Participant contribution | | 4 |
| | | 2 |
| | | — |
| | | 6 |
|
| | Due from broker | | 171 |
| | | — |
| | | — |
| | | 171 |
|
| | Total receivables | | 137,022 |
| | | 9 |
| | | — |
| | | 137,031 |
|
| | | | | | | | | | | | | |
| | Total assets | | 8,032,605 |
| | | 8,732,167 |
| | | 161,062 |
| | | 16,925,834 |
|
| | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Due to broker | | 393 |
| | | — |
| | | — |
| | | 393 |
|
| Interest payable | | — |
| | | — |
| | | 1,550 |
| | | 1,550 |
|
| ESOP notes payable | | — |
| | | — |
| | | 42,303 |
| | | 42,303 |
|
| | | | | | | | | | | | | |
| | Total liabilities | | 393 |
| | | — |
| | | 43,853 |
| | | 44,246 |
|
| | | | | | | | | | | | | |
Net assets available for benefits | $ | 8,032,212 |
| | $ | 8,732,167 |
| | $ | 117,209 |
| | $ | 16,881,588 |
|
The accompanying notes are an integral part of these financial statements.
|
| | | | | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
YEAR ENDED DECEMBER 31, 2013 |
(thousands of dollars) |
| | | | | Participant | | Non-Participant Directed | | | |
| | | | | Directed | | Allocated | | Unallocated | | Total |
| | | | | | | | | | | | | | | |
Additions | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Contributions: | | | | | | | | | | | | |
| | Employer contributions | | $ | — | | $ | 301,785 |
| | $ | 7,536 |
| | $ | 309,321 |
|
| | Participant contributions | | | 256,317 |
| | | 108,637 |
| | | — |
| | | 364,954 |
|
| | Participant rollovers | | | 104,424 |
| | | 18,675 |
| | | — |
| | | 123,099 |
|
| | | Total contributions | | | 360,741 |
| | | 429,097 |
| | | 7,536 |
| | | 797,374 |
|
| | | | | | | | | | | | | | | |
| Investment income | | | | | | | | | | | | |
| | Net appreciation in fair value | | | | | | | | | | | |
| | | of investments | | | 1,257,027 |
| | | 1,354,362 |
| | | 14,980 |
| | | 2,626,369 |
|
| | Dividends | | | 230,174 |
| | | 310,850 |
| | | 2,162 |
| | | 543,186 |
|
| | Interest | | | 11,983 |
| | | — |
| | | — |
| | | 11,983 |
|
| | | Total investment income | | | 1,499,184 |
| | | 1,665,212 |
| | | 17,142 |
| | | 3,181,538 |
|
| | | | | | | | | | | | | | | |
| Interest on notes receivable | | | | | | | | | | | | |
| | from participants | | | 4,478 |
| | | — |
| | | — |
| | | 4,478 |
|
| | | | | | | | | | | | | | | |
| Total additions | | | 1,864,403 |
| | | 2,094,309 |
| | | 24,678 |
| | | 3,983,390 |
|
| | | | | | | | | | | | | | | |
Deductions | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Interest expense | | | — |
| | | — |
| | | 1,669 |
| | | 1,669 |
|
| Distribution to participants | | | 636,664 |
| | | 546,256 |
| | | — |
| | | 1,182,920 |
|
| Administrative fees | | | 3,394 |
| | | 817 |
| | | — |
| | | 4,211 |
|
| | | | | | | | | | | | | | | |
| Total deductions | | | 640,058 |
| | | 547,073 |
| | | 1,669 |
| | | 1,188,800 |
|
| | | | | | | | | | | | | | | |
Interfund transfers | | | 305,962 |
| | | (305,962 | ) | | | — |
| | | — |
|
| | | | | | | | | | | | | | | |
Intra-plan transfers | | | — |
| | | — |
| | | (140,218 | ) | | | (140,218 | ) |
| | | | | | | | | | | | | | | |
| | | Net increase (decrease) | | | 1,530,307 |
| | | 1,241,274 |
| | | (117,209 | ) | | | 2,654,372 |
|
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | |
| Beginning of year | | | 8,032,212 |
| | | 8,732,167 |
| | | 117,209 |
| | | 16,881,588 |
|
| End of year | | $ | 9,562,519 |
| | $ | 9,973,441 |
| | $ | — |
| | $ | 19,535,960 |
|
The accompanying notes are an integral part of these financial statements.
|
| | | | | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS |
YEAR ENDED DECEMBER 31, 2012 |
(thousands of dollars) |
| | | | | Participant | | Non-Participant Directed | | | |
| | | | | Directed | | Allocated | | Unallocated | | Total |
| | | | | | | | | | | | | | | |
Additions | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Contributions: | | | | | | | | | | | | |
| | Employer contributions | | $ | 68 |
| | $ | 284,354 |
| | $ | 2,000 |
| | $ | 286,422 |
|
| | Participant contributions | | | 239,327 |
| | | 100,932 |
| | | — |
| | | 340,259 |
|
| | Participant rollovers | | | 50,332 |
| | | 16,746 |
| | | — |
| | | 67,078 |
|
| | | Total contributions | | | 289,727 |
| | | 402,032 |
| | | 2,000 |
| | | 693,759 |
|
| | | | | | | | | | | | | | | |
| Investment income | | | | | | | | | | | | |
| | Net appreciation (depreciation) | | | | | | | | | | | |
| | | in fair value of investments | | 560,059 |
| | | 178,431 |
| | | (527 | ) | | | 737,963 |
|
| | Dividends | | | 175,380 |
| | | 286,046 |
| | | 5,542 |
| | | 466,968 |
|
| | Interest | | | 6,852 |
| | | — |
| | | 4 |
| | | 6,856 |
|
| | | Total investment income | | | 742,291 |
| | | 464,477 |
| | | 5,019 |
| | | 1,211,787 |
|
| | | | | | | | | | | | | | | |
| Interest on notes receivable | | | | | | | | | | | | |
| | from participants | | | 4,832 |
| | | — |
| | | — |
| | | 4,832 |
|
| | | | | | | | | | | | | | | |
| Total additions | | | 1,036,850 |
| | | 866,509 |
| | | 7,019 |
| | | 1,910,378 |
|
| | | | | | | | | | | | | | | |
Deductions | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Interest expense | | | — |
| | | — |
| | | 3,100 |
| | | 3,100 |
|
| Distribution to participants | | | 597,784 |
| | | 520,287 |
| | | — |
| | | 1,118,071 |
|
| Administrative fees | | | 2,621 |
| | | 647 |
| | | — |
| | | 3,268 |
|
| | | | | | | | | | | | | | | |
| Total deductions | | | 600,405 |
| | | 520,934 |
| | | 3,100 |
| | | 1,124,439 |
|
| | | | | | | | | | | | | | | |
Interfund transfers | | | 357,649 |
| | | (357,649 | ) | | | — |
| | | — |
|
| | | | | | | | | | | | | | | |
Intra-plan transfers | | | — |
| | | — |
| | | (42,762 | ) | | | (42,762 | ) |
| | | | | | | | | | | | | | | |
| | | Net increase (decrease) | | | 794,094 |
| | | (12,074 | ) | | | (38,843 | ) | | | 743,177 |
|
| | | | | | | | | | | | | | | |
Transfer of plan assets to | | | | | | | | | | | | |
| Atlas Energy Inc. | | | | | | | | | | | | |
| | Investment Savings Plan | | | (24 | ) | | | — |
| | | — |
| | | (24 | ) |
Net assets available for benefits: | | | | | | | | | | | |
| Beginning of year | | | 7,238,142 |
| | | 8,744,241 |
| | | 156,052 |
| | | 16,138,435 |
|
| End of year | | $ | 8,032,212 |
| | $ | 8,732,167 |
| | $ | 117,209 |
| | $ | 16,881,588 |
|
The accompanying notes are an integral part of these financial statements.
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013 AND 2012
NOTE 1 - Description of the Plan
The following description of the Chevron Employee Savings Investment Plan (ESIP or the Plan), provides only general information. Participants should refer to the Plan document or Summary Plan Description for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan that is intended to be a qualified profit-sharing plan under section 401(a) of the Internal Revenue Code (the Code), a qualified cash or deferred arrangement under section 401(k) of the Code, and, effective December 1, 1989, to include a leveraged Employee Stock Ownership Plan (ESOP) qualified under section 4975(e)(7) of the Code.
Plan Sponsor/Administrator. Chevron Corporation (Chevron or the Corporation) is the Plan Sponsor and the Plan Administrator of the ESIP. It has the authority to appoint one or more trustees to hold the assets of the Plan and to appoint a recordkeeper. In its capacity as fiduciary, the Corporation makes such rules, regulations and computations and takes whatever action is necessary to administer the Plan in accordance with provisions of the Code and the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Eligibility. Employees of the Corporation and each other participating company (Company) or employees who are represented by a labor organization that has bargained for and agreed to participation in the Plan are eligible to join the Plan if they are on the U.S. payroll.
Contributions. Participants may contribute up to 75 percent of regular pay as combined basic (1 or 2 percent) and supplemental (up to 73 percent) contributions. For 2013 and 2012, the maximum contribution amount on a before-tax and Roth 401(k) basis was the annual IRC limit of $17,500 and $17,000, respectively, for participants under age 50 and $23,000 and $22,500, respectively, for participants age 50 and up. The Plan has a fixed match feature. The Company will match 4 percent of regular pay on the first 1 percent of the participant’s basic contribution to the Plan or 8 percent of regular pay on the first 2 percent of the participant’s basic contribution to the Plan. Both participant and company match contributions to the Plan ceased when a participant reached regular pay of $255,000 and $250,000 for years 2013 and 2012, respectively.
The Company matching contribution is made in Chevron stock to participants’ Leveraged ESOP or Chevron Stock accounts. Thereafter, in accordance with such procedures as the Corporation shall prescribe, a participant may elect to transfer the Chevron stock from the Company matching contribution to other investment funds, according to the Plan’s exchange rules. Participants may elect to receive dividends on shares in their Leveraged ESOP and Chevron Stock accounts as a taxable distribution, or reinvest the dividends into their account. Dividends on Leveraged ESOP shares that remained in the Plan were reinvested into the participants’ ESOP accounts or into their Chevron Stock accounts.
NOTE 1 - Description of the Plan (Continued)
Vesting. Employees are always fully vested in all contributions to their accounts, as well as the investment income earned from all contributions to the Plan.
Participant Accounts. Contributions are invested in funds within a number of Plan accounts. Employee contributions are comprised of basic and supplemental contributions and rollover contributions from other qualified retirement plans or from a rollover IRA, on a pre-tax, after-tax, or Roth 401(k) basis.
Trustee. Vanguard Fiduciary Trust Company (Vanguard) is the trustee of the Plan. Vanguard is also the Plan’s recordkeeper. The trustee has the authority to manage the assets of the Plan in accordance with its terms and those of the trust agreement. On May 30, 2012, the Corporation and Vanguard entered into a sub-trust agreement with State Street Bank and Trust Company (State Street) to perform custodial and administrative functions for the Dodge & Cox Income Separate Account (Separate Account).
Leveraged ESOP. In December 1989, the ESOP borrowed a total of $1 billion from several banks and used the proceeds of the loans to purchase 14.1 million shares of the Corporation’s Common Stock from the Corporation. In October 1991, these loans were completely refinanced by the ESOP’s issuance to the public of registered debt securities. In July 1999, the outstanding ESOP loan was completely refinanced extending the ESOP term through the year 2016. Subsequently, accelerated principal payments were made, reducing the loan payment period to end by the year 2013. The rate on the ESOP loan was fixed at 7.327% per year.
The ESOP loan was guaranteed by the Corporation and repaid using dividends paid on the shares acquired by the ESOP and Company contributions. To enforce the ESOP’s obligation to pay holders of the registered debt securities, the holders have no recourse against the assets of the ESOP except that, to the extent permitted by the Code and ERISA, the holders had rights to any cash contributions made by the participating companies to satisfy the ESOP’s obligations under the registered debt securities and to any earnings attributable to the investment of such contributions. In light of the limited recourse that holders of the registered debt securities have against the ESOP, purchasers of the registered debt securities were cautioned to rely solely upon the creditworthiness of the Corporation and its obligations under its guarantee of the ESOP loan. Unallocated ESOP shares were held in a suspense account and secured the Corporation’s guarantee of the ESOP loan. As payments of principal and interest were made on the ESOP loan, shares were released from the suspense account. These released shares were valued at the then current market price for allocation to participants who elected to contribute 1 or 2 percent of their regular pay to the Plan. The ESOP loan was redeemed on July 1, 2013 and all ESOP shares held in the suspense account were released by the end of 2013. As a result, all Company matching contributions with ESOP shares has been discontinued. The estimated fair market value of the notes outstanding as of December 31, 2013 and 2012 was $0 and $46,060,609, respectively.
NOTE 1 - Description of the Plan (Continued)
Notes Receivable from Participants. The Plan loan provision allows participants to borrow funds from their Plan account, subject to certain restrictions and limitations. Participants may borrow up to the lesser of $50,000 or 50% of their total vested account balance or the value of the account(s) used to fund the loan. The minimum loan is $1,000. The minimum term for repayment of any loan is 6 months and the maximum term is 5 years. However, the maximum term for repayment of a loan to purchase the participant’s principal residence is 25 years. Loans bear a fixed rate of interest equal to 2 percent plus the average one-year jumbo certificate of deposit rate, as published in The Wall Street Journal on the last Wednesday of the preceding month. Interest rates charged during 2013 and 2012 ranged from 2.86% to 12.00%. Most loan repayments are made through payroll deductions and the principal and interest paid by the participants are reinvested in the participants’ accounts. Notes receivable from participants totaled $143,105,100 and $136,847,140 as of December 31, 2013 and 2012, respectively.
Plan Termination. The Corporation expects to continue the ESIP indefinitely, but has the authority to amend or terminate the ESIP at any time. In the event of a plan termination, the trust fund shall continue until any previously unallocated assets of the Plan are allocated to accounts and distributed to participants or beneficiaries in accordance with applicable law and pursuant to written rules and procedures adopted by the Corporation prior to such termination. In addition, upon plan termination, neither the Corporation nor any other person shall have a liability or obligation to provide additional benefits. Participants or beneficiaries shall obtain benefits solely from the trust fund.
Plan Expenses. Effective January 2012, in accordance with the Department of Labor’s (DOL) rules under ERISA section 408(b)(2), total all-in fees are disclosed by the service provider. In accordance with these DOL rules, beginning plan year 2012, recordkeeping and trustee fees are unbundled and paid by the participants. Other administrative expenses relating to the Plan, including audit fees and participant education retirement services are paid by the Plan to the extent Plan forfeiture funds are sufficient. If not, such fees are paid by the Corporation. Certain Chevron employee and administrative costs are being reimbursed to the Corporation by the Plan.
NOTE 2 - Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan:
Basis of Accounting. The financial statements of the ESIP are presented on the accrual basis of accounting.
NOTE 2 - Summary of Significant Accounting Policies (Continued)
Investment Valuation and Income Recognition. Investments are reported at fair value, which 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. Investments in the core and supplemental options are valued on each business day on which the New York Stock Exchange is open for trading to reflect contributions, distributions, income, expenses, gains and losses. The difference between cost and market value represents unrealized appreciation or depreciation as of the reporting date. The valuation of the underlying securities in the Vanguard Brokerage Option and Separate Account is determined daily by Vanguard Brokerage Service and State Street, respectively. ESOP shares released from the suspense account are allocated based on the then-current market value.
Net appreciation (depreciation) in fair value of investments includes realized gains (losses) and unrealized appreciation (depreciation). Realized gains (losses) on investments are based on sales proceeds less average cost. Sales and purchases between participants are included in realized gains (losses). Security purchases and sales are recorded as of the trade date for such transactions.
Dividend income earned on investments held, and interest income earned on funds pending investments are recorded on an accrual basis.
Notes Receivable from Participants. Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications. Certain amounts in the prior year financial statements and notes have been reclassified to conform to current year presentation.
NOTE 3 - 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.
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 and debt instruments are valued at the closing price reported on the active market on which the individual securities are traded. |
| |
• | Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year end. |
| |
• | The Separate Account is stated at fair value as determined by the issuers based on the unit value of the Separate Account. Unit value is determined by dividing the Separate Account’s net assets, which represent the unadjusted prices in active markets of the underlying investments, by the number of units outstanding at the valuation date. While not publicly traded, the Separate Account comprised primarily of underlying securities represented by a variety of asset classes (i.e., cash equivalents, corporate bonds, mortgages, U.S. government and asset-backed securities) that are publicly traded on exchanges or over-the-counter, and price quotes for the assets held by the Separate Account are readily observable and available. |
NOTE 3 - Fair Value Measurements (Continued)
| |
• | Collective investment funds are stated at fair value as determined by the issuers based on the unit values of the funds. Unit values are determined by dividing the fund’s net assets, which represents the unadjusted prices in active markets of the underlying investments, by the number of units outstanding at the valuation date. |
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 investments 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 Stocks | $ | 9,973,436 |
| $ | — |
| $ | — |
| $ | 9,973,436 |
|
Registered investment companies | 8,781,841 |
| — |
| — |
| 8,781,841 |
|
Vanguard Brokerage Option | 265,547 |
| — |
| — |
| 265,547 |
|
Collective investment funds | — |
| 114,172 |
| — |
| 114,172 |
|
Separate Account: | — |
| | — |
| — |
|
Corporate bonds | — |
| 118,219 |
| — |
| 118,219 |
|
Mortgages | — |
| 93,891 |
| — |
| 93,891 |
|
U.S. government securities | — |
| 31,676 |
| — |
| 31,676 |
|
Asset-backed securities | — |
| 6,393 |
| — |
| 6,393 |
|
Cash equivalents | — |
| 7,013 |
| — |
| 7,013 |
|
Receivables | — |
| 1,349 |
| — |
| 1,349 |
|
Liabilities | — |
| (140 | ) | — |
| (140 | ) |
Total Separate Account | — |
| 258,401 |
| — |
| 258,401 |
|
Total investments, at fair value | $ | 19,020,824 |
| $ | 372,573 |
| $ | — |
| $ | 19,393,397 |
|
NOTE 3 - Fair Value Measurements (Continued)
|
| | | | | | | | | | | | |
| Investments at Fair Value (in thousands) as of December 31, 2012 |
| Level 1 | Level 2 | Level 3 | Total |
Common Stocks | $ | 8,871,860 |
| $ | — |
| $ | — |
| $ | 8,871,860 |
|
Registered investment companies | 7,395,531 |
| — |
| — |
| 7,395,531 |
|
Vanguard Brokerage Option | 216,111 |
| — |
| — |
| 216,111 |
|
Separate Account: | — |
| | — |
| — |
|
Corporate bonds | — |
| 128,960 |
| — |
| 128,960 |
|
Mortgages | — |
| 80,592 |
| — |
| 80,592 |
|
U.S. government securities | — |
| 57,218 |
| — |
| 57,218 |
|
Asset-backed securities | — |
| 6,673 |
| — |
| 6,673 |
|
Cash equivalents | — |
| 8,086 |
| — |
| 8,086 |
|
Receivables | — |
| 2,559 |
| — |
| 2,559 |
|
Liabilities | — |
| (147 | ) | — |
| (147 | ) |
Total Separate Account | — |
| 283,941 |
| — |
| 283,941 |
|
Cash Equivalents | $ | 21,360 |
| | | 21,360 |
|
Total investments, at fair value | $ | 16,504,862 |
| $ | 283,941 |
| $ | — |
| 16,788,803 |
|
NOTE 4 - Investments
At December 31, 2013 and 2012, the following broad range of investment options is available to participants:
Tier 1: Target Retirement Trusts
|
| | | |
Fund Name | | Fund Type |
Vanguard Target Retirement Income Trust Vanguard Target Retirement 2010 Trust Vanguard Target Retirement 2015 Trust Vanguard Target Retirement 2020 Trust Vanguard Target Retirement 2025 Trust Vanguard Target Retirement 2030 Trust Vanguard Target Retirement 2035 Trust Vanguard Target Retirement 2040 Trust Vanguard Target Retirement 2045 Trust Vanguard Target Retirement 2050 Trust Vanguard Target Retirement 2055 Trust Vanguard Target Retirement 2060 Trust | | Balanced Balanced Balanced Balanced Balanced Balanced Balanced Balanced Balanced Balanced Balanced Balanced |
NOTE 4 - Investments (Continued)
Tier 2: Core Funds
|
| | |
Fund Name | | Fund Type |
Chevron Leveraged ESOP Fund | | Company stock |
Chevron Corporation Common Stock Fund | | Company stock |
Vanguard Prime Money Market Fund | | Money market |
Vanguard Total Bond Market Index Fund | | Fixed income |
Vanguard Short-Term Bond Index Fund | | Fixed income |
Vanguard Balanced Index Fund | | Balanced |
Vanguard Institutional Index Fund | | Large-cap stock |
Vanguard Institutional Total Stock Market Index Fund | | Growth and income stock |
Vanguard Extended Market Index Fund | | Small & mid-cap growth stock |
Vanguard Developed Markets Index Fund SSgA U.S. Inflation Protected Bond Index Fund Vanguard Total World Stock Index Fund | | International stock Fixed income International stock |
Tier 3: Supplemental Funds
|
| | |
Fund Name | | Fund Type |
Dodge & Cox Income Separate Account | | Fixed income |
Vanguard Windsor II Fund | | Large-cap value stock |
Vanguard PRIMECAP Fund | | Large-cap growth stock |
Artisan Small Cap Value Fund | | Small-cap value stock |
Artisan Mid Cap Fund | | Mid-cap growth stock |
Neuberger Berman Genesis Fund | | Small-cap blend stock |
American Funds EuroPacific Growth Fund | | International stock |
Tier 4: Vanguard Brokerage Option (VBO)
Through the Vanguard Brokerage Services, a participant may choose from approximately 6,000 mutual funds from Vanguard and other companies that are not included in the core or supplemental funds. There is a $50 annual fee charged to participants who use this option that is paid directly to Vanguard. Within each fund offered in the VBO additional fees may be charged, either accrued within a fund’s pooled price or charged directly on deposits or withdrawals depending upon the fund.
Effective April 1, 2013, Vanguard Target Retirement Trusts, SSgA U.S. Inflation Protected Bond Index Fund, and Vanguard Total World Stock Index Fund were added as investment options in the Plan. In addition, exchange-traded funds were added as new investment options under the VBO.
NOTE 4 - Investments (Continued)
Effective April 1, 2012, the following changes were made to the investment options in the Plan. Share classes were changed for Vanguard Total Bond Market Index Fund, Vanguard Institutional Index Fund, Vanguard Total Stock Market Index Fund and Vanguard Extended Market Index Fund (from Institutional to Institutional Plus); Vanguard Prime Money Market Fund (from Investor to Institutional); Vanguard Developed Markets Index Fund (from Investor to Institutional Plus); Vanguard Windsor II Fund and Vanguard PRIMECAP Fund (from Investor to Admiral). Vanguard GNMA Fund Investor shares were replaced with Vanguard Short-Term Bond Index Fund Institutional Plus shares. The BlackRock Small Cap Growth Fund was removed and fund balances were moved to Neuberger Berman Genesis Institutional shares.
The following table presents the investments that represent 5% or more of the Plan's net assets available for benefits as of December 31, 2013 and 2012.
|
| | | | | | | | | | | | |
| 2013 | 2012 |
| Participant Directed | Non-Participant Directed | Participant Directed | Non-Participant Directed |
| (thousands of dollars) | (thousands of dollars) |
Chevron Corporation Common Stock | $ | — |
| $ | 9,973,436 |
| $ | — |
| $ | 8,871,860 |
|
Vanguard Total Bond Market Index Bond Fund | 1,041,743 |
| — |
| 1,211,290 |
| — |
|
Vanguard Money Market Fund | 1,142,279 |
| — |
| 1,168,386 |
| 21,360 |
|
Vanguard Institutional Index Fund | 1,533,420 |
| — |
| 1,179,010 |
| — |
|
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in fair value as follows for the years ended December 31, 2013 and 2012:
|
| | | | | | | | | | | | |
| 2013 | 2012 |
| Participant Directed | Non-Participant Directed | Participant Directed | Non-Participant Directed |
| (thousands of dollars) | (thousands of dollars) |
Common stocks | $ | 5 |
| $ | 1,369,410 |
| $ | (173 | ) | $ | 177,904 |
|
Registered investment companies | 1,260,716 |
| (68 | ) | 556,408 |
| — |
|
Collective investment fund | 6,448 |
| — |
| — |
| — |
|
Separate Account: | | — |
| | |
Corporate Bonds | (5,087 | ) | | 5,107 |
| — |
|
Mortgages | (3,631 | ) | | (2,294 | ) | — |
|
U.S. government securities | (1,266 | ) | | 925 |
| — |
|
Asset-backed securities | (158 | ) | | 86 |
| — |
|
Total Separate Account | (10,142 | ) | — |
| 3,824 |
| — |
|
Net appreciation in fair values of investments | $ | 1,257,027 |
| $ | 1,369,342 |
| $ | 560,059 |
| $ | 177,904 |
|
NOTE 5 - Intra-Plan Transfers
During a Plan year, as payments of principal and interest are made on the ESOP loan, shares are released from the ESOP suspense account and are transferred to the Leveraged ESOP account and are available for benefits. These transfers represent a portion of the employer contribution and reimbursement for the cash dividends paid by the Corporation to those members holding ESOP shares that were used to service the ESOP loan.
NOTE 6 - Income Taxes
The Plan received a determination letter dated October 23, 2013 from the Internal Revenue Service (IRS) stating that the Plan is qualified with the applicable requirements of the Code. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Corporation indicated that it will take the necessary steps, if any, to maintain the Plan’s qualified status.
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 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 is subject to routine audits by taxing jurisdictions. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.
NOTE 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, both positive and negative, 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.
NOTE 8 - Related Party Transactions
Certain Plan investments consist of shares of common stock of the Corporation and shares of registered investment companies and collective investment fund managed by Vanguard and State Street, respectively. Transactions with the Corporation as the Plan sponsor and Plan administrator, Vanguard, as the trustee and recordkeeper, and State Street as subtrustee qualify as party-in-interest transactions.
NOTE 9 - Subsequent Events
The Plan’s financial statements have been evaluated for subsequent events or transactions. The Corporation has determined that there are no subsequent events or transactions that require adjustments to or disclosures in the financial statements.
|
| | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
EIN 94-0890210 PLAN NO. 001 |
SCHEDULE H - PART IV, LINE 4(i) - SCHEDULE OF ASSETS HELD |
December 31, 2013 |
(thousands of dollars) |
| | | | | | | | | | | |
(a) | | | (b) | | (c) | | | | (d) | | (e) |
| | | | | Description of Investment Including | | | | | | |
| | Identity of Issue, Borrower, | | Maturity Date, Rate of Interest, | | Number of | | | | |
| | Lessor, or Similar Party | | Collateral, Par, or Maturity Value | | Shares / Units | | Cost | | Current Value |
| | | | | | | | | | | |
| | COMMON STOCK | | | | | | | | |
* | | Chevron Corporation | | Common Stock | | 79,863,387 |
| | $ | 4,239,314 |
| | $ | 9,973,436 |
|
| | | | | | | | | | | |
| | TOTAL COMMON STOCK | | | | | | | | 9,973,436 |
|
| | | | | | | | | | | |
| | REGISTERED INVESTMENT COMPANIES | | | | | | |
* | | Vanguard Institutional Index Fund | | | | 9,058,482 |
| | 1,190,282 |
| | 1,533,420 |
|
* | | Vanguard Prime Money Market Fund | | | | 1,142,279,337 |
| | 1,142,279 |
| | 1,142,279 |
|
* | | Vanguard Total Bond Market Index Fund | | 98,649,883 |
| | 1,079,985 |
| | 1,041,743 |
|
* | | Vanguard PRIMECAP Fund | | | | 8,325,260 |
| | 615,198 |
| | 796,977 |
|
* | | Vanguard Developed Markets Index Fund | | 5,750,334 |
| | 575,599 |
| | 687,338 |
|
* | | Vanguard Windsor II Fund | | | | 9,260,789 |
| | 487,492 |
| | 604,174 |
|
* | | Vanguard Extended Market Index Fund | | 3,753,545 |
| | 433,133 |
| | 581,199 |
|
* | | Vanguard Total Stock Market Index Fund | | 13,644,221 |
| | 451,141 |
| | 577,423 |
|
* | | Vanguard Balanced Index Fund | | | | 19,388,021 |
| | 422,264 |
| | 533,558 |
|
* | | Vanguard Short-Term Bond Fund Index | | 24,378,036 |
| | 258,422 |
| | 255,726 |
|
* | | Vanguard World Stock Fund | | | | 193,401 |
| | 21,700 |
| | 23,367 |
|
| | Neuberger Berman Genesis Fund | | | | 5,208,396 |
| | 248,205 |
| | 322,400 |
|
| | American Funds EuroPacific Growth Fund | | 5,707,463 |
| | 228,255 |
| | 279,837 |
|
| | Artisan Mid Cap Fund | | | | 4,496,955 |
| | 161,456 |
| | 214,145 |
|
| | Artisan Small Cap Value Fund | | | | 9,987,050 |
| | 159,647 |
| | 188,255 |
|
| | | | | | | | | | | |
| | TOTAL REGISTERED INVESTMENT COMPANIES | | | | | | 8,781,841 |
|
| | | | | | | | | | | |
* | | VANGUARD BROKERAGE OPTION | | | | 228,824 |
| | 265,547 |
|
| | | | | | | | | | | |
| | COLLECTIVE INVESTMENT FUNDS | | | | | | |
* | | Vanguard Target Date Retirement Trust I | | 175,286 |
| | 7,277 |
| | 7,443 |
|
* | | Vanguard Target Date Retirement Trust 2010 | | 176,254 |
| | 6,884 |
| | 7,175 |
|
* | | Vanguard Target Date Retirement Trust 2015 | | 491,492 |
| | 19,113 |
| | 20,033 |
|
* | | Vanguard Target Date Retirement Trust 2020 | | 598,615 |
| | 22,898 |
| | 24,370 |
|
* | | Vanguard Target Date Retirement Trust 2025 | | 410,892 |
| | 15,417 |
| | 16,501 |
|
* | | Vanguard Target Date Retirement Trust 2030 | | 205,471 |
| | 7,692 |
| | 8,188 |
|
* party-in-interest as defined by ERISA
17
|
| | | | | | | | | | | | | | | | |
* | | Vanguard Target Date Retirement Trust 2035 | | 146,680 |
| | $ | 5,401 |
| | $ | 5,876 |
|
* | | Vanguard Target Date Retirement Trust 2040 | | 229,211 |
| | 8,492 |
| | 9,340 |
|
* | | Vanguard Target Date Retirement Trust 2045 | | 88,834 |
| | 3,322 |
| | 3,609 |
|
* | | Vanguard Target Date Retirement Trust 2050 | | 56,205 |
| | 2,102 |
| | 2,298 |
|
* | | Vanguard Target Date Retirement Trust 2055 | | 12,853 |
| | 607 |
| | 641 |
|
* | | Vanguard Target Date Retirement Trust 2060 | | 17,744 |
| | 431 |
| | 465 |
|
* | | SSgA U.S. Inflation Protected Bond Index Fund | | 657,412 |
| | 8,716 |
| | 8,233 |
|
| | | | | | | | | | | |
| | TOTAL COLLECTIVE INVESTMENT FUNDS | | | | | | 114,172 |
|
| | | | | | | | | | | |
| | SEPARATE ACCOUNT | | | | | | | | |
| | Corporate bonds | | | | | | | | |
| | | 21st Century Fox America Company | | Guaranty 02/41 6.150% | | 295,000 |
| | 336 |
| | 329 |
|
| | | 22nd Century Fox America Company | Guaranty 3/37 6.150% | | 290,000 |
| | 325 |
| | 319 |
|
| | | 23rd Century Fox America Company | | Guaranty 11/37 6.650% | | 80,000 |
| | 93 |
| | 93 |
|
| | | 24th Century Fox America Company | | Guaranty 12/34 6.200% | | 70,000 |
| | 78 |
| | 77 |
|
| | | 25th Century Fox America Company | | Guaranty 12/35 6.400% | | 285,000 |
| | 321 |
| | 324 |
|
| | | American Intl Group | | Sr Unsecured 09/14 4.250% | | 430,000 |
| | 445 |
| | 441 |
|
| | | AT&T Corp Company | | Guaranty 11/31 8.000% | | 1,550,000 |
| | 2,289 |
| | 2,063 |
|
| | | AT&T Inc | | Sr Unsecured 09/40 5.350% | | 85,000 |
| | 96 |
| | 84 |
|
| | | BAC Capital Trust XI | | Limited Guaranty 05/36 6.625% | | 2,470,000 |
| | 2,736 |
| | 2,654 |
|
| | | Bank of America Corp | | Sr Unsecured 06/19 7.625% | | 2,525,000 |
| | 2,890 |
| | 3,132 |
|
| | | Bank One Capital III | | Limited Guaranty 09/30 8.750% | | 450,000 |
| | 619 |
| | 577 |
|
| | | BNSF Railway Co | | 2007 1 P Pass Thru Ce 04/24 5.996% | | 498,979 |
| | 585 |
| | 550 |
|
| | | Boston Properties LP | | Sr Unsecured 02/23 3.850% | | 250,000 |
| | 249 |
| | 244 |
|
| | | Boston Properties LP | | Sr Unsecured 02/24 3.800% | | 375,000 |
| | 374 |
| | 360 |
|
| | | Boston Properties LP | | Sr Unsecured 05/21 4.125% | | 955,000 |
| | 1,034 |
| | 976 |
|
| | | Boston Properties LP | | Sr Unsecured 10/19 5.875% | | 475,000 |
| | 546 |
| | 545 |
|
| | | Boston Properties LP | | Sr Unsecured 11/18 3.700% | | 280,000 |
| | 293 |
| | 295 |
|
| | | Boston Properties LP | | Sr Unsecured 11/20 5.625% | | 545,000 |
| | 634 |
| | 613 |
|
| | | Boston Scientific Corp | | Sr Unsecured 01/20 6.000% | | 150,000 |
| | 177 |
| | 172 |
|
| | | Boston Scientific Corp | | Sr Unsecured 06/16 6.400% | | 1,085,000 |
| | 1,253 |
| | 1,210 |
|
| | | Boston Scientific Corp | | Sr Unsecured 11/15 6.250% | | 145,000 |
| | 161 |
| | 158 |
|
| | | Burlingtn No | | SF 06 1 Tr Pass Thru Ce 01/24 5.720% | | 184,770 |
| | 217 |
| | 206 |
|
| | | Burlingtn No | | SF 06 2 Tr Pass Thru Ce 04/24 5.629% | | 262,174 |
| | 306 |
| | 290 |
|
| | | Burlingtn No | | SF 99 2 Tr Pass Thru Ce 01/21 7.570% | | 143,597 |
| | 172 |
| | 165 |
|
| | | Burlingtn North Santa Fe | | Sr Unsecured 09/22 3.050% | | 575,000 |
| | 576 |
| | 539 |
|
| | | Burlingtn North Santa Fe | | Sr Unsecured 09/23 3.850% | | 875,000 |
| | 872 |
| | 861 |
|
| | | Burlingtn North Santa Fe | | Sr Unsecured 10/19 4.700% | | 750,000 |
| | 857 |
| | 823 |
|
| | | Capital One Financial Co | | Sr Unsecured 06/23 3.500% | | 1,545,000 |
| | 1,546 |
| | 1,450 |
|
| | | Capital One Financial Co | | Sr Unsecured 07/21 4.750% | | 1,250,000 |
| | 1,352 |
| | 1,329 |
|
| | | Cemex Sab De Cv | | Sr Secured 144A 12/19 6.500% | | 1,375,000 |
| | 1,375 |
| | 1,420 |
|
| | | Cigna Corp | | Sr Unsecured 01/33 VAR | | 260,000 |
| | 339 |
| | 314 |
|
| | | Cigna Corp | | Sr Unsecured 02/42 5.375% | | 190,000 |
| | 202 |
| | 198 |
|
| | | Cigna Corp | | Sr Unsecured 03/23 7.650% | | 270,000 |
| | 344 |
| | 326 |
|
| | | Cigna Corp | | Sr Unsecured 05/19 8.500% | | 740,000 |
| | 960 |
| | 945 |
|
* party-in-interest as defined by ERISA
18
|
| | | | | | | | | | | | | | | | |
| | | Cigna Corp | | Sr Unsecured 05/27 7.875% | | 290,000 |
| | $ | 385 |
| | $ | 361 |
|
| | | Cigna Corp | | Sr Unsecured 11/36 6.150% | | 840,000 |
| | 992 |
| | 947 |
|
| | | Citigroup Capital XIII | | Junior Subordinate Debt | | 97,850 |
| | 2,616 |
| | 2,666 |
|
| | | Citigroup Inc | | Sr Unsecured 05/18 VAR | | 1,080,000 |
| | 1,016 |
| | 1,125 |
|
| | | Citigroup Inc | | Subordinated 07/22 4.050% | | 705,000 |
| | 718 |
| | 697 |
|
| | | Comcast Corp Company | | Guaranty 02/18 5.875% | | 680,000 |
| | 801 |
| | 780 |
|
| | | Comcast Corp Company | | Guaranty 03/37 6.450% | | 30,000 |
| | 37 |
| | 35 |
|
| | | Comcast Corp Company | | Guaranty 05/18 5.700% | | 25,000 |
| | 29 |
| | 29 |
|
| | | Comcast Corp Company | | Guaranty 05/38 6.400% | | 120,000 |
| | 146 |
| | 139 |
|
| | | Comcast Corp Company | | Guaranty 08/37 6.950% | | 375,000 |
| | 479 |
| | 461 |
|
| | | Cox Communications Inc | | Sr Unsecured 144A 01/19 9.375% | | 1,400,000 |
| | 1,893 |
| | 1,761 |
|
| | | Cox Communications Inc | | Sr Unsecured 144A 06/23 2.950% | | 525,000 |
| | 523 |
| | 459 |
|
| | | Cox Communications Inc | | Sr Unsecured 144A 12/16 5.875% | | 760,000 |
| | 877 |
| | 846 |
|
| | | Cox Communications Inc | | Sr Unsecured 144A 12/22 3.250% | | 1,575,000 |
| | 1,467 |
| | 1,425 |
|
| | | CSX Transportation Inc | | Secured 01/23 6.251% | | 169,157 |
| | 202 |
| | 196 |
|
| | | CSX Transportation Inc | | Sr Unsecured 06/20 9.750% | | 100,000 |
| | 142 |
| | 134 |
|
| | | Dillards Inc | | Sr Unsecured 05/27 7.750% | | 125,000 |
| | 121 |
| | 133 |
|
| | | Dillards Inc | | Sr Unsecured 07/26 7.750% | | 210,000 |
| | 207 |
| | 223 |
|
| | | Dillards Inc | | Sr Unsecured 08/18 7.130% | | 230,000 |
| | 241 |
| | 260 |
|
| | | Dillards Inc | | Sr Unsecured 12/28 7.000% | | 280,000 |
| | 265 |
| | 286 |
|
| | | Dow Chemical Co/The | | Sr Unsecured 05/19 8.550% | | 1,260,000 |
| | 1,663 |
| | 1,627 |
|
| | | Dow Chemical Co/The | | Sr Unsecured 05/39 9.400% | | 1,225,000 |
| | 1,901 |
| | 1,830 |
|
| | | Dow Chemical Co/The | | Sr Unsecured 11/29 7.375% | | 480,000 |
| | 636 |
| | 617 |
|
| | | Eaton Corp Company | | Guaranty 11/17 1.500% | | 250,000 |
| | 250 |
| | 245 |
|
| | | Eaton Corp Company | | Guaranty 11/22 2.750% | | 650,000 |
| | 648 |
| | 606 |
|
| | | Enel Finance Intl Nv Company | | Guaranty 144A 09/37 6.800% | | 675,000 |
| | 718 |
| | 700 |
|
| | | Enel Finance Intl Nv Company | | Guaranty 144A 10/39 6.000% | | 700,000 |
| | 671 |
| | 671 |
|
| | | Enel Spa | | Subordinated 144A 09/73 VAR | | 350,000 |
| | 347 |
| | 380 |
|
| | | ERP Operating LP | | Sr Unsecured 04/23 3.000% | | 625,000 |
| | 619 |
| | 571 |
|
| | | ERP Operating LP | | Sr Unsecured 12/21 4.625% | | 750,000 |
| | 819 |
| | 791 |
|
| | | Export Import Bk Korea | | Sr Unsecured 01/17 4.000% | | 1,460,000 |
| | 1,529 |
| | 1,547 |
|
| | | FedEx Corp | | 1998 Pass Tst Pass Thru Ce 07/23 6.720% | 173,923 |
| | 206 |
| | 203 |
|
| | | FedEx Corp Company | | Guaranty 01/19 8.000% | | 180,000 |
| | 239 |
| | 224 |
|
| | | Ford Motor Credit Co LLC | | Sr Unsecured 01/20 8.125% | | 300,000 |
| | 378 |
| | 375 |
|
| | | Ford Motor Credit Co LLC | | Sr Unsecured 02/21 5.750% | | 2,315,000 |
| | 2,603 |
| | 2,593 |
|
| | | Ford Motor Credit Co LLC | | Sr Unsecured 08/21 5.875% | | 500,000 |
| | 554 |
| | 567 |
|
| | | Ford Motor Credit Co LLC | | Sr Unsecured 08/23 4.375% | | 775,000 |
| | 768 |
| | 779 |
|
| | | Ford Motor Credit Co LLC | | Sr Unsecured 09/22 4.250% | | 525,000 |
| | 520 |
| | 527 |
|
| | | General Elec Cap Corp | | Sr Unsecured 01/20 5.500% | | 1,755,000 |
| | 2,004 |
| | 2,010 |
|
| | | General Elec Cap Corp | | Sr Unsecured 01/21 4.625% | | 160,000 |
| | 174 |
| | 174 |
|
| | | General Elec Cap Corp | | Sr Unsecured 09/20 4.375% | | 910,000 |
| | 986 |
| | 986 |
|
| | | General Elec Cap Corp | | Sr Unsecured 10/21 4.650% | | 285,000 |
| | 312 |
| | 310 |
|
| | | HCA Inc | | Sr Unsecured 01/15 6.375% | | 915,000 |
| | 981 |
| | 961 |
|
| | | HCA Inc | | Sr Unsecured 02/16 6.500% | | 2,555,000 |
| | 2,725 |
| | 2,795 |
|
| | | Health Net Inc | | Sr Unsecured 06/17 6.375% | | 815,000 |
| | 831 |
| | 878 |
|
| | | Hewlett Packard Co | | Sr Unsecured 12/16 3.300% | | 895,000 |
| | 923 |
| | 937 |
|
* party-in-interest as defined by ERISA
19
|
| | | | | | | | | | | | | | | | |
| | | Hsbc Holdings Plc | | Sr Unsecured 04/21 5.100% | | 515,000 |
| | $ | 570 |
| | $ | 572 |
|
| | | Hsbc Holdings | | Plc Subordinated 05/36 6.500% | | 1,560,000 |
| | 1,731 |
| | 1,848 |
|
| | | Hsbc Holdings | | Plc Subordinated 09/37 6.500% | | 1,060,000 |
| | 1,178 |
| | 1,254 |
|
| | | JPMorgan Chase & Co | | Sr Unsecured 03/20 4.950% | | 270,000 |
| | 301 |
| | 299 |
|
| | | JPMorgan Chase & Co | | Subordinated 05/23 3.375% | | 525,000 |
| | 522 |
| | 489 |
|
| | | Lafarge Sa | | Sr Unsecured 07/16 6.500% | | 1,505,000 |
| | 1,613 |
| | 1,663 |
|
| | | Lafarge Sa | | Sr Unsecured 144A 07/15 6.200% | | 1,665,000 |
| | 1,767 |
| | 1,765 |
|
| | | Legg Mason Inc | | Sr Unsecured 05/19 5.500% | | 1,485,000 |
| | 1,506 |
| | 1,624 |
|
| | | Liberty Interactive LLC | | Sr Unsecured 02/30 8.250% | | 285,000 |
| | 292 |
| | 304 |
|
| | | Liberty Interactive LLC | | Sr Unsecured 07/29 8.500% | | 115,000 |
| | 118 |
| | 124 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 01/32 6.900% | | 520,000 |
| | 627 |
| | 595 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 02/28 7.000% | | 255,000 |
| | 304 |
| | 289 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 03/37 6.375% | | 730,000 |
| | 891 |
| | 815 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 04/29 6.900% | | 490,000 |
| | 576 |
| | 556 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 07/24 6.650% | | 390,000 |
| | 468 |
| | 451 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 07/34 6.700% | | 835,000 |
| | 1,005 |
| | 950 |
|
| | | Macys Retail Hldgs Inc Company | | Guaranty 09/28 6.700% | | 220,000 |
| | 252 |
| | 243 |
|
| | | Myriad Int Holdings Bv Company | | Guaranty 144A 07/20 6.000% | | 1,025,000 |
| | 1,029 |
| | 1,097 |
|
| | | Nordstrom Inc | | Sr Unsecured 01/18 6.250% | | 160,000 |
| | 194 |
| | 185 |
|
| | | Nordstrom Inc | | Sr Unsecured 03/28 6.950% | | 125,000 |
| | 164 |
| | 151 |
|
| | | Norfolk Southern Corp | | Sr Unsecured 05/17 7.700% | | 285,000 |
| | 362 |
| | 338 |
|
| | | Norfolk Southern Railway | | Sr Unsecured 06/20 9.750% | | 135,000 |
| | 197 |
| | 184 |
|
| | | Petrobras Global Finance Company | | Guaranty 05/23 4.375% | | 1,525,000 |
| | 1,521 |
| | 1,359 |
|
| | | Petrobras Intl Fin Co Company | | Guaranty 01/20 5.750% | | 290,000 |
| | 316 |
| | 298 |
|
| | | Petrobras Intl Fin Co Company | | Guaranty 01/21 5.375% | | 2,330,000 |
| | 2,539 |
| | 2,312 |
|
| | | Provident Companies Inc | | Sr Unsecured 03/28 7.250% | | 245,000 |
| | 277 |
| | 282 |
|
| | | Reed Elsevier Capital Company | | Guaranty 01/19 8.625%00 | | 275,000 |
| | 350 |
| | 345 |
|
| | | Reed Elsevier Capital Company | | Guaranty 10/22 3.125% | | 1,240,000 |
| | 1,145 |
| | 1,147 |
|
| | | Royal Bk of Scotland Plc Bank | | Guaranty 01/21 6.125% | | 20,000 |
| | 21 |
| | 23 |
|
| | | Royal Bk of Scotland Plc Bank | | Guaranty 03/16 4.375% | | 570,000 |
| | 574 |
| | 608 |
|
| | | Royal Bk of Scotland Plc Bank | | Guaranty 08/20 5.625% | | 505,000 |
| | 520 |
| | 565 |
|
| | | Royal Bk Scotlnd Grp | | Plc Subordinated 12/22 6.125% | | 2,250,000 |
| | 2,216 |
| | 2,300 |
|
| | | Royal Bk Scotlnd Grp | | Plc Subordinated 12/23 6.000% | | 275,000 |
| | 273 |
| | 277 |
|
| | | SLM Corp | | Sr Unsecured 01/16 6.250% | | 750,000 |
| | 827 |
| | 810 |
|
| | | SLM Corp | | Sr Unsecured 01/17 6.000% | | 1,075,000 |
| | 1,055 |
| | 1,164 |
|
| | | SLM Corp | | Sr Unsecured 09/15 3.875% | | 700,000 |
| | 722 |
| | 724 |
|
| | | Sprint Communications | | Sr Unsecured 12/16 6.000% | | 1,175,000 |
| | 1,075 |
| | 1,282 |
|
| | | Telecom Italia Capital Company | | Guaranty 06/18 6.999% | | 1,135,000 |
| | 1,270 |
| | 1,257 |
|
| | | Telecom Italia Capital Company | | Guaranty 06/19 7.175% | | 1,400,000 |
| | 1,489 |
| | 1,572 |
|
| | | Telecom Italia Capital Company | | Guaranty 07/36 7.200% | | 425,000 |
| | 399 |
| | 409 |
|
| | | Time Warner Cable Inc Company | | Guaranty 02/19 8.750% | | 810,000 |
| | 1,071 |
| | 966 |
|
| | | Time Warner Cable Inc Company | | Guaranty 02/20 5.000% | | 80,000 |
| | 89 |
| | 81 |
|
| | | Time Warner Cable Inc Company | | Guaranty 04/19 8.250% | | 2,485,000 |
| | 3,184 |
| | 2,911 |
|
| | | Time Warner Cable Inc Company | | Guaranty 05/37 6.550% | | 700,000 |
| | 668 |
| | 648 |
|
| | | Time Warner Cable Inc Company | | Guaranty 06/39 6.750% | | 725,000 |
| | 681 |
| | 683 |
|
| | | Time Warner Cable Inc Company | | Guaranty 09/21 4.000% | | 235,000 |
| | 254 |
| | 218 |
|
* party-in-interest as defined by ERISA
20
|
| | | | | | | | | | | | | | | | |
| | | Time Warner Inc Company | | Guaranty 04/31 7.625% | | 1,810,000 |
| | $ | 2,345 |
| | $ | 2,291 |
|
| | | Time Warner Inc Company | | Guaranty 05/32 7.700% | | 1,530,000 |
| | 2,016 |
| | 1,964 |
|
| | | Union Pacific Corp | | Sr Unsecured 07/22 4.163% | | 245,000 |
| | 274 |
| | 252 |
|
| | | Union Pacific Corp | | Sr Unsecured 144A 02/24 3.646% | | 425,000 |
| | 465 |
| | 411 |
|
| | | Union Pacific RR Co | | 07 3 Pass Thru Ce 01/31 6.176% | | 352,743 |
| | 422 |
| | 392 |
|
| | | UNP RR Co | | 2002 Pass Trst Pass Thru Ce 01/23 6.061% | 95,490 |
| | 107 |
| | 105 |
|
| | | UNP RR Co | | 2006 Pass Trst Pass Thru Ce 07/30 5.866% | 475,919 |
| | 555 |
| | 548 |
|
| | | Unum Group | | Sr Unsecured 02/28 7.190% | | 110,000 |
| | 120 |
| | 118 |
|
| | | Unum Group | | Sr Unsecured 12/28 6.750% | | 75,000 |
| | 82 |
| | 83 |
|
| | | Verizon Communications | | Sr Unsecured 09/23 5.150% | | 3,000,000 |
| | 3,018 |
| | 3,221 |
|
| | | Verizon Communications | | Sr Unsecured 09/43 6.550% | | 2,000,000 |
| | 2,032 |
| | 2,340 |
|
| | | Vulcan Materials Co | | Sr Unsecured 06/21 7.500% | | 1,490,000 |
| | 1,675 |
| | 1,699 |
|
| | | Vulcan Materials Co | | Sr Unsecured 12/16 6.500% | | 335,000 |
| | 343 |
| | 375 |
|
| | | Wellpoint Inc | | Sr Unsecured 02/19 7.000% | | 685,000 |
| | 863 |
| | 813 |
|
| | | Wellpoint Inc | | Sr Unsecured 06/17 5.875% | | 160,000 |
| | 189 |
| | 180 |
|
| | | Xerox Corporation | | Sr Unsecured 02/17 6.750% | | 620,000 |
| | 725 |
| | 704 |
|
| | | Xerox Corporation | | Sr Unsecured 04/16 7.200% | | 250,000 |
| | 290 |
| | 280 |
|
| | | Xerox Corporation | | Sr Unsecured 05/18 6.350% | | 1,060,000 |
| | 1,243 |
| | 1,211 |
|
| | | Xerox Corporation | | Sr Unsecured 05/21 4.500% | | 1,470,000 |
| | 1,540 |
| | 1,513 |
|
| | | Xerox Corporation | | Sr Unsecured 12/19 5.625% | | 665,000 |
| | 754 |
| | 733 |
|
| | | | | | | | | | | |
| | | Total corporate bonds | | | | | | | | 118,219 |
|
| | | | | | | | | | | |
| | Mortgages | | | | | | | | |
| | | Fannie Mae | | Fnr 2008 24 GD | | 49,390 |
| | 54 |
| | 54 |
|
| | | Fannie Mae | | Fnr 2009 40 TB | | 136,455 |
| | 153 |
| | 150 |
|
| | | Fannie Mae | | Fnr 2009 53 QM | | 67,174 |
| | 73 |
| | 73 |
|
| | | Fannie Mae | | Fnr 2010 123 WT | | 880,269 |
| | 999 |
| | 979 |
|
| | | Fannie Mae | | Fnr 2013 101 CF | | 2,170,789 |
| | 2,169 |
| | 2,172 |
|
| | | Fannie Mae | | Fnr 2013 15 FA | | 1,805,119 |
| | 1,806 |
| | 1,784 |
|
| | | Fannie Mae | | Fnr 2013 26 FE | | 1,783,741 |
| | 1,785 |
| | 1,765 |
|
| | | Fannie Mae | | Fnr 2013 6 FL | | 3,323,277 |
| | 3,333 |
| | 3,304 |
|
| | | Fannie Mae Whole Loan | | Fnw 2003 W2 1A2 | | 108,455 |
| | 124 |
| | 124 |
|
| | | Fannie Mae Whole Loan | | Fnw 2004 W2 5A | | 109,719 |
| | 128 |
| | 128 |
|
| | | Fannie Mae Whole Loan | | Fnw 2004 W8 3A | | 74,834 |
| | 88 |
| | 87 |
|
| | | Fannie Mae Whole Loan | | Fnw 2005 W1 1A3 | | 90,339 |
| | 107 |
| | 103 |
|
| | | Fannie Mae Whole Loan | | Fnw 2007 W10 1A | | 281,704 |
| | 319 |
| | 316 |
|
| | | Fannie Mae Whole Loan | | Fnw 2007 W10 2A | | 82,533 |
| | 93 |
| | 93 |
|
| | | Freddie Mac | | Fhr 3312 AB | | 70,177 |
| | 79 |
| | 78 |
|
| | | Freddie Mac | | Fhr 4240 FA | | 2,559,278 |
| | 2,558 |
| | 2,545 |
|
| | | Freddie Mac | | Fhr 4283 EW | | 1,145,091 |
| | 1,273 |
| | 1,211 |
|
| | | Vendee Mortgage Trust | | Vende 1997 2 Z | | 137,192 |
| | 164 |
| | 156 |
|
| | | Federal Home Loan | | PC Pool 1B1150 | | 122,308 |
| | 130 |
| | 129 |
|
| | | Federal Home Loan | | PC Pool 1G2080 | | 149,593 |
| | 158 |
| | 159 |
|
| | | Federal Home Loan | | PC Pool 1G2667 | | 75,713 |
| | 81 |
| | 80 |
|
| | | Federal Home Loan | | PC Pool 1H2581 | | 139,870 |
| | 148 |
| | 148 |
|
* party-in-interest as defined by ERISA
21
|
| | | | | | | | | | | | | | | | |
| | | Federal Home Loan | | PC Pool 1Q0479 | | 147,017 |
| | $ | 158 |
| | $ | 156 |
|
| | | Federal Home Loan | | PC Pool 1Q0556 | | 77,244 |
| | 82 |
| | 82 |
|
| | | Federal Home Loan | | PC Pool 1Q0557 | | 121,402 |
| | 130 |
| | 129 |
|
| | | Federal Home Loan | | PC Pool 1Q0558 | | 155,641 |
| | 167 |
| | 167 |
|
| | | Federal Home Loan | | PC Pool 1Q1400 05/42 0 | | 1,396,172 |
| | 1,522 |
| | 1,497 |
|
| | | Federal Home Loan | | PC Pool 781274 | | 94,306 |
| | 100 |
| | 99 |
|
| | | Federal Home Loan | | PC Pool 782735 | | 1,099,733 |
| | 1,184 |
| | 1,174 |
|
| | | Federal Home Loan | | PC Pool 847671 | | 82,984 |
| | 89 |
| | 88 |
|
| | | Federal Home Loan | | PC Pool 848349 | | 47,957 |
| | 52 |
| | 51 |
|
| | | Federal Home Loan | | PC Pool E02703 | | 2,111,568 |
| | 2,244 |
| | 2,230 |
|
| | | Federal Home Loan | | PC Pool G01665 | | 260,660 |
| | 287 |
| | 287 |
|
| | | Federal Home Loan | | PC Pool G01749 | | 112,384 |
| | 123 |
| | 123 |
|
| | | Federal Home Loan | | PC Pool G01767 | | 71,594 |
| | 82 |
| | 81 |
|
| | | Federal Home Loan | | PC Pool G01777 | | 3,261,708 |
| | 3,591 |
| | 3,651 |
|
| | | Federal Home Loan | | PC Pool G02494 | | 400,353 |
| | 443 |
| | 444 |
|
| | | Federal Home Loan | | PC Pool G02993 | | 195,502 |
| | 215 |
| | 216 |
|
| | | Federal Home Loan | | PC Pool G03081 | | 66,259 |
| | 74 |
| | 74 |
|
| | | Federal Home Loan | | PC Pool G03268 | | 216,584 |
| | 239 |
| | 239 |
|
| | | Federal Home Loan | | PC Pool G03281 | | 374,311 |
| | 413 |
| | 413 |
|
| | | Federal Home Loan | | PC Pool G03392 | | 238,391 |
| | 263 |
| | 263 |
|
| | | Federal Home Loan | | PC Pool G03457 | | 42,218 |
| | 47 |
| | 47 |
|
| | | Federal Home Loan | | PC Pool G03697 | | 189,700 |
| | 209 |
| | 209 |
|
| | | Federal Home Loan | | PC Pool G03698 | | 175,854 |
| | 194 |
| | 194 |
|
| | | Federal Home Loan | | PC Pool G03720 | | 62,226 |
| | 69 |
| | 69 |
|
| | | Federal Home Loan | | PC Pool G03955 | | 104,545 |
| | 115 |
| | 115 |
|
| | | Federal Home Loan | | PC Pool G04140 | | 152,964 |
| | 169 |
| | 169 |
|
| | | Federal Home Loan | | PC Pool G04378 | | 273,350 |
| | 308 |
| | 304 |
|
| | | Federal Home Loan | | PC Pool G04587 | | 763,962 |
| | 830 |
| | 833 |
|
| | | Federal Home Loan | | PC Pool G04715 | | 200,170 |
| | 221 |
| | 221 |
|
| | | Federal Home Loan | | PC Pool G05603 | | 57,802 |
| | 67 |
| | 63 |
|
| | | Federal Home Loan | | PC Pool G05862 | | 161,698 |
| | 177 |
| | 178 |
|
| | | Federal Home Loan | | PC Pool G05979 | | 1,469,881 |
| | 1,589 |
| | 1,602 |
|
| | | Federal Home Loan | | PC Pool G06238 | | 190,610 |
| | 211 |
| | 211 |
|
| | | Federal Home Loan | | PC Pool G06570 | | 275,817 |
| | 306 |
| | 306 |
|
| | | Federal Home Loan | | PC Pool G06571 | | 203,694 |
| | 225 |
| | 225 |
|
| | | Federal Home Loan | | PC Pool G06932 | | 2,010,089 |
| | 2,221 |
| | 2,239 |
|
| | | Federal Home Loan | | PC Pool G06962 | | 356,342 |
| | 393 |
| | 394 |
|
| | | Federal Home Loan | | PC Pool G06995 | | 383,412 |
| | 423 |
| | 423 |
|
| | | Federal Home Loan | | PC Pool G07074 | | 2,777,747 |
| | 3,073 |
| | 3,065 |
|
| | | Federal Home Loan | | PC Pool G07491 | | 1,638,751 |
| | 1,747 |
| | 1,736 |
|
| | | Federal Home Loan | | PC Pool G07515 | | 3,649,737 |
| | 3,909 |
| | 3,865 |
|
| | | Federal Home Loan | | PC Pool G07568 | | 6,097,576 |
| | 6,501 |
| | 6,461 |
|
| | | Federal Home Loan | | PC Pool G08271 | | 176,832 |
| | 195 |
| | 195 |
|
| | | Federal Home Loan | | PC Pool G12277 | | 64,269 |
| | 70 |
| | 70 |
|
| | | Federal Home Loan | | PC Pool G12339 | | 212,759 |
| | 232 |
| | 231 |
|
| | | Federal Home Loan | | PC Pool G12758 | | 107,762 |
| | 118 |
| | 118 |
|
* party-in-interest as defined by ERISA
22
|
| | | | | | | | | | | | | | | | |
| | | Federal Home Loan | | PC Pool G13338 G1 3338 | | 119,735 |
| | $ | 131 |
| | $ | 131 |
|
| | | Federal Home Loan | | PC Pool G13346 | | 117,043 |
| | 128 |
| | 128 |
|
| | | Federal Home Loan | | PC Pool G13854 | | 2,039,134 |
| | 2,167 |
| | 2,154 |
|
| | | Federal Home Loan | | PC Pool G14585 | | 5,746,650 |
| | 6,118 |
| | 6,070 |
|
| | | Federal Home Loan | | PC Pool G30303 | | 119,285 |
| | 130 |
| | 130 |
|
| | | Federal Home Loan | | PC Pool G30305 | | 60,708 |
| | 68 |
| | 67 |
|
| | | Federal Home Loan | | PC Pool G30458 | | 540,886 |
| | 597 |
| | 598 |
|
| | | Federal Home Loan | | PC Pool H09070 H0 9070 | | 65,495 |
| | 73 |
| | 70 |
|
| | | Federal Home Loan | | PC Pool H09203 | | 48,091 |
| | 53 |
| | 52 |
|
| | | Federal Home Loan | | PC Pool J08788 | | 928,310 |
| | 999 |
| | 1,002 |
|
| | | Federal Natl Mtg Assn | | Pool 256614 | | 45,658 |
| | 50 |
| | 49 |
|
| | | Federal Natl Mtg Assn | | Pool 256901 | | 59,130 |
| | 66 |
| | 64 |
|
| | | Federal Natl Mtg Assn | | Pool 256937 | | 69,963 |
| | 78 |
| | 76 |
|
| | | Federal Natl Mtg Assn | | Pool 256985 | | 98,750 |
| | 113 |
| | 109 |
|
| | | Federal Natl Mtg Assn | | Pool 257095 | | 94,102 |
| | 103 |
| | 102 |
|
| | | Federal Natl Mtg Assn | | Pool 310048 | | 85,516 |
| | 97 |
| | 95 |
|
| | | Federal Natl Mtg Assn | | Pool 555285 | | 163,463 |
| | 183 |
| | 183 |
|
| | | Federal Natl Mtg Assn | | Pool 677709 | | 235,197 |
| | 259 |
| | 259 |
|
| | | Federal Natl Mtg Assn | | Pool 725206 | | 61,112 |
| | 67 |
| | 67 |
|
| | | Federal Natl Mtg Assn | | Pool 725228 | | 630,526 |
| | 705 |
| | 707 |
|
| | | Federal Natl Mtg Assn | | Pool 725271 | | 70,548 |
| | 76 |
| | 74 |
|
| | | Federal Natl Mtg Assn | | Pool 725330 | | 862,782 |
| | 964 |
| | 968 |
|
| | | Federal Natl Mtg Assn | | Pool 725417 | | 65,909 |
| | 71 |
| | 70 |
|
| | | Federal Natl Mtg Assn | | Pool 735415 | | 340,249 |
| | 390 |
| | 382 |
|
| | | Federal Natl Mtg Assn | | Pool 735523 | | 61,145 |
| | 66 |
| | 65 |
|
| | | Federal Natl Mtg Assn | | Pool 735869 | | 74,128 |
| | 79 |
| | 79 |
|
| | | Federal Natl Mtg Assn | | Pool 745238 | | 75,058 |
| | 81 |
| | 80 |
|
| | | Federal Natl Mtg Assn | | Pool 745303 | | 79,951 |
| | 85 |
| | 84 |
|
| | | Federal Natl Mtg Assn | | Pool 745398 | | 88,892 |
| | 99 |
| | 100 |
|
| | | Federal Natl Mtg Assn | | Pool 745942 | | 92,421 |
| | 103 |
| | 104 |
|
| | | Federal Natl Mtg Assn | | Pool 832257 | | 118,418 |
| | 124 |
| | 126 |
|
| | | Federal Natl Mtg Assn | | Pool 888015 | | 389,575 |
| | 436 |
| | 428 |
|
| | | Federal Natl Mtg Assn | | Pool 888136 | | 134,100 |
| | 147 |
| | 146 |
|
| | | Federal Natl Mtg Assn | | Pool 888151 | | 200,027 |
| | 218 |
| | 215 |
|
| | | Federal Natl Mtg Assn | | Pool 888262 | | 72,094 |
| | 79 |
| | 79 |
|
| | | Federal Natl Mtg Assn | | Pool 888291 | | 232,845 |
| | 256 |
| | 254 |
|
| | | Federal Natl Mtg Assn | | Pool 888365 | | 128,962 |
| | 142 |
| | 140 |
|
| | | Federal Natl Mtg Assn | | Pool 888366 | | 1,662,460 |
| | 1,924 |
| | 1,857 |
|
| | | Federal Natl Mtg Assn | | Pool 888559 | | 214,497 |
| | 244 |
| | 236 |
|
| | | Federal Natl Mtg Assn | | Pool 888631 | | 181,662 |
| | 200 |
| | 198 |
|
| | | Federal Natl Mtg Assn | | Pool 888791 | | 39,188 |
| | 43 |
| | 42 |
|
| | | Federal Natl Mtg Assn | | Pool 888891 | | 139,066 |
| | 157 |
| | 154 |
|
| | | Federal Natl Mtg Assn | | Pool 888894 | | 71,689 |
| | 80 |
| | 77 |
|
| | | Federal Natl Mtg Assn | | Pool 888956 | | 261,023 |
| | 292 |
| | 293 |
|
| | | Federal Natl Mtg Assn | | Pool 889151 | | 61,016 |
| | 68 |
| | 66 |
|
| | | Federal Natl Mtg Assn | | Pool 889157 | | 88,246 |
| | 97 |
| | 98 |
|
* party-in-interest as defined by ERISA
23
|
| | | | | | | | | | | | | | | | |
| | | Federal Natl Mtg Assn | | Pool 889390 | | 249,506 |
| | $ | 274 |
| | $ | 273 |
|
| | | Federal Natl Mtg Assn | | Pool 889528 | | 125,698 |
| | 141 |
| | 136 |
|
| | | Federal Natl Mtg Assn | | Pool 889886 | | 213,607 |
| | 249 |
| | 235 |
|
| | | Federal Natl Mtg Assn | | Pool 890341 | | 157,437 |
| | 174 |
| | 174 |
|
| | | Federal Natl Mtg Assn | | Pool 907860 | | 130,594 |
| | 141 |
| | 140 |
|
| | | Federal Natl Mtg Assn | | Pool 936482 | | 70,908 |
| | 78 |
| | 79 |
|
| | | Federal Natl Mtg Assn | | Pool 995005 | | 69,920 |
| | 76 |
| | 73 |
|
| | | Federal Natl Mtg Assn | | Pool 995212 | | 287,137 |
| | 321 |
| | 322 |
|
| | | Federal Natl Mtg Assn | | Pool 995405 | | 378,754 |
| | 412 |
| | 415 |
|
| | | Federal Natl Mtg Assn | | Pool 995487 | | 79,524 |
| | 89 |
| | 89 |
|
| | | Federal Natl Mtg Assn | | Pool 995575 | | 67,549 |
| | 74 |
| | 75 |
|
| | | Federal Natl Mtg Assn | | Pool 995597 | | 92,686 |
| | 101 |
| | 102 |
|
| | | Federal Natl Mtg Assn | | Pool 995694 | | 88,523 |
| | 100 |
| | 98 |
|
| | | Federal Natl Mtg Assn | | Pool 995788 | | 1,089,444 |
| | 1,198 |
| | 1,200 |
|
| | | Federal Natl Mtg Assn | | Pool AB1763 | | 789,984 |
| | 841 |
| | 826 |
|
| | | Federal Natl Mtg Assn | | Pool AD0111 | | 88,844 |
| | 100 |
| | 99 |
|
| | | Federal Natl Mtg Assn | | Pool AD0112 | | 79,533 |
| | 90 |
| | 88 |
|
| | | Federal Natl Mtg Assn | | Pool AD0198 | | 443,840 |
| | 487 |
| | 488 |
|
| | | Federal Natl Mtg Assn | | Pool AD0249 | | 506,873 |
| | 557 |
| | 558 |
|
| | | Federal Natl Mtg Assn | | Pool AD0284 | | 194,974 |
| | 212 |
| | 213 |
|
| | | Federal Natl Mtg Assn | | Pool AD0494 | | 86,297 |
| | 95 |
| | 96 |
|
| | | Federal Natl Mtg Assn | | Pool AD0650 | | 121,018 |
| | 133 |
| | 133 |
|
| | | Federal Natl Mtg Assn | | Pool AD0663 | | 395,010 |
| | 434 |
| | 435 |
|
| | | Federal Natl Mtg Assn | | Pool AD0692 | | 54,526 |
| | 60 |
| | 59 |
|
| | | Federal Natl Mtg Assn | | Pool AD0931 | | 142,933 |
| | 157 |
| | 157 |
|
| | | Federal Natl Mtg Assn | | Pool AE0006 | | 66,356 |
| | 75 |
| | 74 |
|
| | | Federal Natl Mtg Assn | | Pool AE0012 | | 360,577 |
| | 407 |
| | 400 |
|
| | | Federal Natl Mtg Assn | | Pool AE0063 | | 54,263 |
| | 61 |
| | 58 |
|
| | | Federal Natl Mtg Assn | | Pool AE0379 | | 88,177 |
| | 96 |
| | 97 |
|
| | | Federal Natl Mtg Assn | | Pool AE0380 | | 308,817 |
| | 336 |
| | 338 |
|
| | | Federal Natl Mtg Assn | | Pool AE0381 | | 1,515,897 |
| | 1,649 |
| | 1,662 |
|
| | | Federal Natl Mtg Assn | | Pool AE0382 | | 225,103 |
| | 245 |
| | 247 |
|
| | | Federal Natl Mtg Assn | | Pool AE0442 | | 369,480 |
| | 417 |
| | 410 |
|
| | | Federal Natl Mtg Assn | | Pool AE0616 | | 70,450 |
| | 78 |
| | 78 |
|
| | | Federal Natl Mtg Assn | | Pool AE0620 | | 212,778 |
| | 231 |
| | 233 |
|
| | | Federal Natl Mtg Assn | | Pool AE0875 | | 324,352 |
| | 353 |
| | 355 |
|
| | | Federal Natl Mtg Assn | | Pool AE0952 | | 145,541 |
| | 163 |
| | 157 |
|
| | | Federal Natl Mtg Assn | | Pool AL0144 | | 41,752 |
| | 45 |
| | 45 |
|
| | | Federal Natl Mtg Assn | | Pool AL0406 | | 115,739 |
| | 127 |
| | 125 |
|
| | | Federal Natl Mtg Assn | | Pool AL0852 | | 58,338 |
| | 64 |
| | 63 |
|
| | | Federal Natl Mtg Assn | | Pool AL1043 | | 126,272 |
| | 135 |
| | 134 |
|
| | | Federal Natl Mtg Assn | | Pool AL2439 | | 1,013,574 |
| | 1,104 |
| | 1,093 |
|
| | | Federal Natl Mtg Assn | | Pool AL2617 | | 87,879 |
| | 96 |
| | 97 |
|
| | | Federal Natl Mtg Assn | | Pool AL3442 | | 749,436 |
| | 804 |
| | 808 |
|
| | | Federal Natl Mtg Assn | | Pool AL4147 | | 1,202,850 |
| | 1,277 |
| | 1,283 |
|
| | | Federal Natl Mtg Assn | | Pool AL4165 | | 8,065,723 |
| | 8,630 |
| | 8,596 |
|
* party-in-interest as defined by ERISA
24
|
| | | | | | | | | | | | | | | | |
| | | Federal Natl Mtg Assn | | Pool MA3894 | | 1,725,249 |
| | $ | 1,840 |
| | $ | 1,802 |
|
| | | | | | | | | | | |
| | | Total mortgages | | | | | | | | 93,891 |
|
| | | | | | | | | | | |
| | U.S. government securities | | | | | | | | |
| | | Kingdom of Spain | | Sr Unsecured 144A 03/18 4.000% | | 1,500,000 |
| | 1,495 |
| | 1,525 |
|
| | | US Treasury | | N/B 02/14 0.250% | | 8,200,000 |
| | 8,208 |
| | 8,202 |
|
| | | US Treasury | | N/B 05/14 1.000% | | 3,500,000 |
| | 3,517 |
| | 3,512 |
|
| | | US Treasury | | N/B 07/14 0.125% | | 2,395,000 |
| | 2,395 |
| | 2,395 |
|
| | | California St | | Cas 03/40 Fixed 7.625% | | 785,000 |
| | 1,030 |
| | 1,027 |
|
| | | California St | | Cas 04/34 Fixed 7.500% | | 1,420,000 |
| | 1,789 |
| | 1,812 |
|
| | | California St | | Cas 04/39 Fixed 7.550% | | 2,240,000 |
| | 2,874 |
| | 2,897 |
|
| | | California St | | Cas 10/19 Fixed 6.200% | | 195,000 |
| | 231 |
| | 227 |
|
| | | California St | | Cas 10/39 Fixed 7.300% | | 710,000 |
| | 894 |
| | 893 |
|
| | | Illinois St | | Ils 03/16 Fixed 4.961% | | 540,000 |
| | 584 |
| | 575 |
|
| | | Illinois St | | Ils 03/17 Fixed 5.365% | | 1,840,000 |
| | 2,023 |
| | 1,997 |
|
| | | Illinois St | | Ils 03/18 Fixed 5.665% | | 2,100,000 |
| | 2,349 |
| | 2,287 |
|
| | | Los Angeles Ca Unif Sch Dist | | Losscd 07/34 Fixed 6.758% | | 1,285,000 |
| | 1,692 |
| | 1,579 |
|
| | | New Jersey St Turnpike Auth | | NJSTRN 01/40 Fixed 7.414% | | 375,000 |
| | 479 |
| | 494 |
|
| | | New Jersey St Turnpike Auth | | NJSTRN 01/41 Fixed 7.102% | | 1,770,000 |
| | 2,453 |
| | 2,254 |
|
| | | | | | | | | | | |
| | | Total U.S. government securities | | | | | | | | 31,676 |
|
| | | | | | | | | | | |
| | Asset-backed securities | | | | | | | | |
| | | Chase Issuance Trust | | CHAIT 2012 A8 A8 | | 2,800,000 |
| | 2,800 |
| | 2,796 |
|
| | | SLM SStudent Loan Trust | | SLMA 2012 C A2 144A | | 2,020,000 |
| | 2,045 |
| | 2,089 |
|
| | | Small Business Administration | | SBAP 2001 20L 1 | | 58,336 |
| | 65 |
| | 64 |
|
| | | Small Business Administration | | SBAP 2005 20E 1 | | 67,986 | | 76 |
| | 72 |
|
| | | Small Business Administration | | SBAP 2005 20G 1 | | 73,824 | | 82 |
| | 79 |
|
| | | Small Business Administration | | SBAP 2005 20I 1 | | 82,368 | | 92 |
| | 88 |
|
| | | Small Business Administration | | SBAP 2006 20A 1 | | 88,403 | | 99 |
| | 95 |
|
| | | Small Business Administration | | SBAP 2006 20C 1 | | 121,154 | | 137 |
| | 132 |
|
| | | Small Business Administration | | SBAP 2006 20G 1 | | 230,155 | | 264 |
| | 256 |
|
| | | Small Business Administration | | SBAP 2007 20A 1 | | 129,433 | | 145 |
| | 141 |
|
| | | Small Business Administration | | SBAP 2007 20C 1 | | 197,499 | | 223 |
| | 214 |
|
| | | Small Business Administration | | SBAP 2007 20D 1 | | 199,481 | | 226 |
| | 218 |
|
| | | Small Business Administration | | SBAP 2007 20G 1 | | 135,738 | | 156 |
| | 149 |
|
| | | | | | | | | | | |
| | | Total asset-backed securities | | | | | | | | 6,393 |
|
| | Cash equivalents | | | | | | | | |
* | | | State Street Bank & Trust Co | | Short Term Investment Fund | | 7,013,316 | | 7,013 |
| | 7,013 |
|
| | | | | | | | | | | |
| | Receivables | | | | | | | | 1,349 |
|
| | Liabilities | | | | | | | | (140 | ) |
| | | | | | | | | | | |
| | TOTAL SEPARATE ACCOUNT | | | | | | | | 258,401 |
|
* party-in-interest as defined by ERISA
25
|
| | | | | | | | | | | | | | | | |
| | TOTAL INVESTMENTS PER FINANCIAL STATEMENTS | | | | | | $ | 19,393,397 |
|
| | | | | | | | | | | |
* | | NOTES RECEIVABLE FROM PARTICIPANTS | | Interest rates ranging from 2.86% to 12.00% | | — |
| | — |
| | $ | 143,105 |
|
| | | | | | | | | | | |
| | TOTAL INVESTMENTS PER FORM 5500 | | | | | | $ | 19,536,502 |
|
* party-in-interest as defined by ERISA
26
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CHEVRON EMPLOYEE SAVINGS INVESTMENT PLAN |
EIN 94-0890210 PLAN NO. 001 |
SCHEDULE H - PART IV, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS |
FOR THE YEAR ENDED DECEMBER 31, 2013 |
(thousands of dollars) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) |
| Identity of party involved | | Description of asset (include interest rate and maturity in case of a loan) | | Purchase price | | Selling price | | Lease rental | | Expense incurred with transaction | | Cost of asset | | Current value of asset on transaction date | | Net gain or (loss) |
| | | | | | | | | | | | | | | | | |
| Category (iii) - Series of Transactions (Aggregate) in Excess of 5% of Plan Assets | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Vanguard* | | Vanguard Prime MM Inst | | $ | 856,082,798 |
| | $ | — |
| | N/A | | $ | — |
| | $ | — |
| | $ | 856,082,798 |
| | $ | — |
|
| Vanguard* | | Vanguard Prime MM Inst | | — |
| | 884,877,956 |
| | N/A | | — |
| | 884,877,956 |
| | 884,877,956 |
| | — |
|
| Chevron Corporation* | Common Stock | | 1,132,798,410 |
| | — |
| | N/A | | — |
| | — |
| | 1,032,497,739 |
| | — |
|
| Chevron Corporation* | Common Stock | | — |
| | 1,132,798,410 |
| | N/A | | — |
| | 746,832,122 |
| | 1,132,798,410 |
| | 385,966,288 |
|
| | | | | | | | | | | | | | | | | |
| There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2013. | | | | | | | |
| * Party-in-interest as defined by ERISA. | | | | | | | | | | | | | | |