UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
REGISTERED MANAGEMENT COMPANY
Investment Company Act file number: 811-00834 |
Name of Registrant: Vanguard Windsor Funds |
Address of Registrant: |
P.O. Box 2600 |
Valley Forge, PA 19482 |
Name and address of agent for service: |
Heidi Stam, Esquire |
P.O. Box 876 |
Valley Forge, PA 19482 |
Date of fiscal year end: October 31 |
Date of reporting period: January 31, 2016 |
Item 1: Schedule of Investments |
Vanguard Windsor Fund
Schedule of Investments
As of January 31, 2016
Market | |||
Value | |||
Shares | ($000) | ||
Common Stocks (97.1%)1 | |||
Consumer Discretionary (10.2%) | |||
Lennar Corp. Class A | 4,577,090 | 192,924 | |
Delphi Automotive plc | 2,755,500 | 178,942 | |
* | Norwegian Cruise Line Holdings Ltd. | 3,258,000 | 147,815 |
Newell Rubbermaid Inc. | 3,557,700 | 137,968 | |
Ford Motor Co. | 10,435,150 | 124,596 | |
Ralph Lauren Corp. Class A | 1,070,500 | 120,431 | |
Omnicom Group Inc. | 1,502,625 | 110,218 | |
DR Horton Inc. | 3,118,200 | 85,782 | |
TJX Cos. Inc. | 1,194,400 | 85,089 | |
PulteGroup Inc. | 4,251,400 | 71,253 | |
News Corp. Class A | 5,447,250 | 70,651 | |
Staples Inc. | 7,849,780 | 70,020 | |
Interpublic Group of Cos. Inc. | 2,732,025 | 61,307 | |
Comcast Corp. Class A | 832,600 | 46,384 | |
Lowe's Cos. Inc. | 635,000 | 45,504 | |
* | Toll Brothers Inc. | 779,400 | 21,527 |
News Corp. Class B | 1,469,052 | 19,612 | |
Kohl's Corp. | 343,475 | 17,088 | |
1,607,111 | |||
Consumer Staples (4.2%) | |||
CVS Health Corp. | 2,130,825 | 205,816 | |
Ingredion Inc. | 1,761,517 | 177,420 | |
Wal-Mart Stores Inc. | 1,770,650 | 117,500 | |
British American Tobacco plc | 1,720,011 | 95,846 | |
Kellogg Co. | 819,900 | 60,214 | |
656,796 | |||
Energy (9.4%) | |||
Royal Dutch Shell plc ADR | 4,633,903 | 203,567 | |
Pioneer Natural Resources Co. | 1,526,300 | 189,185 | |
Exxon Mobil Corp. | 2,397,975 | 186,682 | |
Halliburton Co. | 4,353,100 | 138,385 | |
BP plc ADR | 4,150,450 | 134,350 | |
Anadarko Petroleum Corp. | 3,132,400 | 122,445 | |
* | Concho Resources Inc. | 1,181,000 | 112,349 |
Cameco Corp. | 8,486,800 | 103,030 | |
Canadian Natural Resources Ltd. | 3,498,800 | 74,384 | |
*,^ Southwestern Energy Co. | 5,710,200 | 50,764 | |
Apache Corp. | 1,143,575 | 48,648 | |
* | Cobalt International Energy Inc. | 11,661,068 | 44,195 |
Baker Hughes Inc. | 922,225 | 40,126 | |
Murphy Oil Corp. | 826,350 | 16,205 | |
Cenovus Energy Inc. | 659,290 | 8,103 | |
1,472,418 | |||
Financials (28.9%) | |||
American International Group Inc. | 6,691,125 | 377,915 | |
Wells Fargo & Co. | 6,449,950 | 323,981 | |
MetLife Inc. | 6,887,525 | 307,528 | |
Citigroup Inc. | 6,575,175 | 279,971 |
XL Group plc Class A | 7,197,225 | 260,971 |
Bank of America Corp. | 17,149,600 | 242,495 |
Unum Group | 6,890,800 | 197,353 |
PNC Financial Services Group Inc. | 2,211,450 | 191,622 |
Ameriprise Financial Inc. | 1,735,000 | 157,278 |
Weyerhaeuser Co. | 5,699,200 | 145,957 |
Torchmark Corp. | 2,682,100 | 145,745 |
Public Storage | 566,500 | 143,642 |
Principal Financial Group Inc. | 3,662,852 | 139,188 |
JPMorgan Chase & Co. | 2,330,400 | 138,659 |
Boston Properties Inc. | 1,062,300 | 123,450 |
Goldman Sachs Group Inc. | 573,900 | 92,719 |
Zions Bancorporation | 4,058,444 | 92,045 |
Franklin Resources Inc. | 2,481,775 | 86,018 |
Comerica Inc. | 2,475,914 | 84,924 |
UBS Group AG | 5,063,558 | 84,258 |
Morgan Stanley | 2,982,366 | 77,184 |
Axis Capital Holdings Ltd. | 1,418,271 | 76,459 |
Voya Financial Inc. | 2,481,125 | 75,873 |
M&T Bank Corp. | 667,900 | 73,589 |
Regions Financial Corp. | 7,925,650 | 64,356 |
State Street Corp. | 1,071,075 | 59,691 |
* Willis Towers Watson plc | 476,386 | 54,532 |
Bank of Nova Scotia | 1,234,200 | 50,561 |
SL Green Realty Corp. | 516,085 | 49,859 |
Allstate Corp. | 810,397 | 49,110 |
Raymond James Financial Inc. | 1,078,800 | 47,262 |
Fifth Third Bancorp | 2,857,550 | 45,149 |
Citizens Financial Group Inc. | 2,062,250 | 43,823 |
KeyCorp | 3,482,075 | 38,860 |
Julius Baer Group Ltd. | 673,872 | 28,604 |
Progressive Corp. | 796,525 | 24,891 |
American Tower Corporation | 247,421 | 23,342 |
Invesco Ltd. | 695,225 | 20,808 |
* Genworth Financial Inc. Class A | 2,832,750 | 7,875 |
4,527,547 | ||
Health Care (14.3%) | ||
Bristol-Myers Squibb Co. | 5,420,800 | 336,957 |
Medtronic plc | 3,887,644 | 295,150 |
Merck & Co. Inc. | 4,706,375 | 238,472 |
UnitedHealth Group Inc. | 1,643,600 | 189,277 |
AstraZeneca plc ADR | 5,746,800 | 185,162 |
Aetna Inc. | 1,340,831 | 136,550 |
* Allergan plc | 394,100 | 112,094 |
Johnson & Johnson | 1,018,700 | 106,393 |
* HCA Holdings Inc. | 1,396,983 | 97,202 |
McKesson Corp. | 570,200 | 91,791 |
* Mylan NV | 1,707,800 | 89,984 |
* Biogen Inc. | 271,100 | 74,026 |
Abbott Laboratories | 1,466,448 | 55,505 |
Pfizer Inc. | 1,770,875 | 53,994 |
Baxalta Inc. | 1,197,863 | 47,926 |
Cigna Corp. | 342,391 | 45,743 |
Baxter International Inc. | 1,197,863 | 43,842 |
Eli Lilly & Co. | 527,100 | 41,694 |
2,241,762 |
Industrials (8.7%) | ||
Eaton Corp. plc | 4,350,500 | 219,744 |
Honeywell International Inc. | 1,850,000 | 190,920 |
Raytheon Co. | 1,458,600 | 187,051 |
Parker-Hannifin Corp. | 1,281,150 | 124,477 |
* Sensata Technologies Holding NV | 3,015,300 | 110,661 |
Stanley Black & Decker Inc. | 1,137,175 | 107,281 |
Dover Corp. | 1,685,342 | 98,508 |
Kansas City Southern | 1,260,385 | 89,336 |
* Hertz Global Holdings Inc. | 9,487,700 | 86,148 |
American Airlines Group Inc. | 1,981,500 | 77,259 |
Masco Corp. | 1,920,894 | 50,692 |
L-3 Communications Holdings Inc. | 211,050 | 24,659 |
1,366,736 | ||
Information Technology (16.8%) | ||
* NXP Semiconductors NV | 3,242,300 | 242,459 |
Cisco Systems Inc. | 9,309,325 | 221,469 |
Avago Technologies Ltd. Class A | 1,623,300 | 217,051 |
Lam Research Corp. | 2,944,000 | 211,350 |
* Arrow Electronics Inc. | 3,931,450 | 202,863 |
* Alphabet Inc. Class A | 174,600 | 132,932 |
Microsoft Corp. | 2,229,250 | 122,809 |
Harris Corp. | 1,410,715 | 122,690 |
Oracle Corp. | 3,368,700 | 122,318 |
Accenture plc Class A | 1,097,700 | 115,851 |
* Cognizant Technology Solutions Corp. Class A | 1,729,900 | 109,520 |
* ARRIS International plc | 4,129,400 | 105,176 |
* Check Point Software Technologies Ltd. | 1,293,700 | 101,956 |
Apple Inc. | 990,900 | 96,454 |
Intel Corp. | 3,012,125 | 93,436 |
Skyworks Solutions Inc. | 1,160,600 | 79,989 |
* Micron Technology Inc. | 6,860,100 | 75,667 |
Hewlett Packard Enterprise Co. | 5,372,675 | 73,928 |
HP Inc. | 5,372,675 | 52,169 |
TE Connectivity Ltd. | 865,010 | 49,444 |
Seagate Technology plc | 1,481,079 | 43,025 |
QUALCOMM Inc. | 871,550 | 39,516 |
2,632,072 | ||
Materials (2.0%) | ||
Celanese Corp. Class A | 1,943,400 | 123,736 |
PPG Industries Inc. | 1,055,200 | 100,371 |
Methanex Corp. | 3,432,206 | 91,022 |
315,129 | ||
Other (0.3%) | ||
2 Vanguard Value ETF | 703,525 | 54,622 |
Telecommunication Services (0.2%) | ||
AT&T Inc. | 815,225 | 29,397 |
Utilities (2.1%) | ||
PG&E Corp. | 2,370,300 | 130,153 |
NextEra Energy Inc. | 744,100 | 83,123 |
Entergy Corp. | 788,774 | 55,672 |
Edison International | 852,150 | 52,663 | |||
321,611 | |||||
Total Common Stocks (Cost $14,090,911) | 15,225,201 | ||||
Coupon | |||||
Temporary Cash Investments (3.0%)1 | |||||
Money Market Fund (1.5%) | |||||
3,4 Vanguard Market Liquidity Fund | 0.441% | 226,865,524 | 226,866 | ||
Face | |||||
Maturity | Amount | ||||
Date | ($000) | ||||
Repurchase Agreement (1.1%) | |||||
Bank of America Securities, LLC | |||||
(Dated1/29/16, Repurchase Value | |||||
$176,705,000,collateralized by Government | |||||
National Mortgage Assn. 4.000%, 7/20/44, | |||||
with a value of $180,234,000) | 0.340% | 2/1/16 | 176,700 | 176,700 | |
U.S. Government and Agency Obligations (0.4%) | |||||
5,6 Federal Home Loan Bank Discount Notes | 0.200% | 2/19/16 | 3,000 | 3,000 | |
5 | Federal Home Loan Bank Discount Notes | 0.300% | 3/9/16 | 50,000 | 49,984 |
5 | Federal Home Loan Bank Discount Notes | 0.245% | 4/20/16 | 6,000 | 5,996 |
5,6 Federal Home Loan Bank Discount Notes | 0.290% | 4/29/16 | 5,000 | 4,996 | |
5,6 Federal Home Loan Bank Discount Notes | 0.582% | 7/8/16 | 2,000 | 1,996 | |
65,972 | |||||
Total Temporary Cash Investments (Cost $469,538) | 469,538 | ||||
Total Investments (100.1%) (Cost $14,560,449) | 15,694,739 | ||||
Other Assets and Liabilities-Net (-0.1%)4 | (12,899) | ||||
Net Assets (100%) | 15,681,840 |
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $6,194,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash investment positions represent 98.3% and 1.8%, respectively, of net assets.
2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
3 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
4 Includes $6,270,000 of collateral received for securities on loan.
5 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government.
6 Securities with a value of $8,993,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
A. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund's pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund's pricing time.
Windsor Fund
When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.
B. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund's pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
C. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
D. Various inputs may be used to determine the value of the fund's investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund's own assumptions used to determine the fair value of investments).
The following table summarizes the market value of the fund's investments as of January 31, 2016, based on the inputs used to value them:
Level 1 | Level 2 | Level 3 | |
Investments | ($000) | ($000) | ($000) |
Common Stocks | 15,100,751 | 124,450 | — |
Temporary Cash Investments | 226,866 | 242,672 | — |
Futures Contracts—Assets1 | 4,691 | — | — |
Total | 15,332,308 | 367,122 | — |
1 Represents variation margin on the last day of the reporting period. |
E. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or
Windsor Fund
sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund's performance and requires daily settlement of variation margin representing changes in the market value of each contract.
Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values of the contracts are not recorded in the Schedule of Investments. Fluctuations in the value of the contracts are recorded as an asset (liability).
At January 31, 2016, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:
($000) | ||||
Aggregate | ||||
Number of | Settlement | Unrealized | ||
Long (Short) | Value Long | Appreciation | ||
Futures Contracts | Expiration | Contracts | (Short) | (Depreciation) |
E-mini S&P 500 Index | March 2016 | 1,899 | 183,263 | (5,377) |
Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.
F. At January 31, 2016, the cost of investment securities for tax purposes was $14,560,449,000. Net unrealized appreciation of investment securities for tax purposes was $1,134,290,000, consisting of unrealized gains of $2,777,981,000 on securities that had risen in value since their purchase and $1,643,691,000 in unrealized losses on securities that had fallen in value since their purchase.
Vanguard Windsor II Fund
Schedule of Investments
As of January 31, 2016
Market | |||
Value | |||
Shares | ($000) | ||
Common Stocks (98.3%)1 | |||
Consumer Discretionary (9.9%) | |||
Johnson Controls Inc. | 20,092,763 | 720,727 | |
Ford Motor Co. | 50,539,500 | 603,442 | |
Target Corp. | 7,008,600 | 507,563 | |
Advance Auto Parts Inc. | 1,692,065 | 257,278 | |
Omnicom Group Inc. | 2,680,400 | 196,607 | |
Delphi Automotive plc | 2,877,023 | 186,834 | |
DR Horton Inc. | 6,712,400 | 184,658 | |
Viacom Inc. Class B | 3,087,600 | 140,918 | |
* | Norwegian Cruise Line Holdings Ltd. | 2,794,376 | 126,781 |
* | Madison Square Garden Co. Class A | 732,967 | 112,935 |
* | Bed Bath & Beyond Inc. | 2,494,782 | 107,700 |
Lennar Corp. Class A | 2,353,181 | 99,187 | |
General Motors Co. | 3,223,400 | 95,542 | |
Genuine Parts Co. | 1,025,181 | 88,340 | |
Comcast Corp. Class A | 1,428,300 | 79,571 | |
Renault SA | 888,771 | 75,415 | |
* | Houghton Mifflin Harcourt Co. | 4,204,138 | 75,002 |
Honda Motor Co. Ltd. ADR | 2,753,500 | 74,400 | |
* | Discovery Communications Inc. Class A | 2,681,800 | 73,991 |
*,^ JC Penney Co. Inc. | 9,613,500 | 69,794 | |
* | Deckers Outdoor Corp. | 992,800 | 49,104 |
CBS Corp. Class B | 976,000 | 46,360 | |
* | Meritage Homes Corp. | 1,390,408 | 45,897 |
* | MSG Networks Inc. | 2,577,276 | 45,077 |
CalAtlantic Group Inc. | 1,268,190 | 41,203 | |
^ | Nordstrom Inc. | 824,900 | 40,503 |
Harley-Davidson Inc. | 897,000 | 35,880 | |
McDonald's Corp. | 13,500 | 1,671 | |
Leggett & Platt Inc. | 33,200 | 1,378 | |
Carnival Corp. | 28,500 | 1,372 | |
Lear Corp. | 11,450 | 1,189 | |
News Corp. Class B | 81,900 | 1,093 | |
Goodyear Tire & Rubber Co. | 38,200 | 1,085 | |
Darden Restaurants Inc. | 15,200 | 958 | |
Best Buy Co. Inc. | 7,900 | 221 | |
Hasbro Inc. | 2,400 | 178 | |
Ralph Lauren Corp. Class A | 1,400 | 157 | |
Whirlpool Corp. | 1,100 | 148 | |
4,190,159 | |||
Consumer Staples (8.7%) | |||
Philip Morris International Inc. | 12,021,953 | 1,082,096 | |
Imperial Tobacco Group plc ADR | 8,297,725 | 899,183 | |
Altria Group Inc. | 11,739,332 | 717,391 | |
Kellogg Co. | 4,069,342 | 298,852 | |
Procter & Gamble Co. | 3,582,580 | 292,661 | |
Molson Coors Brewing Co. Class B | 2,116,778 | 191,526 | |
CVS Health Corp. | 1,324,625 | 127,945 | |
Wal-Mart Stores Inc. | 977,800 | 64,887 |
Bunge Ltd. | 394,800 | 24,481 | |
Coca-Cola Co. | 76,100 | 3,266 | |
ConAgra Foods Inc. | 40,000 | 1,666 | |
Tyson Foods Inc. Class A | 30,200 | 1,611 | |
Campbell Soup Co. | 27,000 | 1,523 | |
Ingredion Inc. | 15,100 | 1,521 | |
* | Herbalife Ltd. | 25,900 | 1,197 |
PepsiCo Inc. | 12,000 | 1,192 | |
*,^ Pilgrim's Pride Corp. | 49,800 | 1,105 | |
^ | Coty Inc. Class A | 44,700 | 1,100 |
Clorox Co. | 3,300 | 426 | |
Kimberly-Clark Corp. | 1,000 | 128 | |
Dr Pepper Snapple Group Inc. | 1,200 | 113 | |
3,713,870 | |||
Energy (10.0%) | |||
Occidental Petroleum Corp. | 10,545,757 | 725,864 | |
Phillips 66 | 8,673,869 | 695,211 | |
BP plc ADR | 18,102,698 | 585,984 | |
ConocoPhillips | 14,948,703 | 584,195 | |
Chevron Corp. | 4,230,799 | 365,837 | |
Marathon Petroleum Corp. | 6,223,959 | 260,099 | |
Hess Corp. | 3,866,900 | 164,343 | |
^ | Range Resources Corp. | 4,797,500 | 141,814 |
Marathon Oil Corp. | 11,494,900 | 111,845 | |
Royal Dutch Shell plc ADR | 2,152,506 | 94,560 | |
Pioneer Natural Resources Co. | 645,600 | 80,022 | |
Schlumberger Ltd. | 1,102,200 | 79,656 | |
EOG Resources Inc. | 948,100 | 67,334 | |
Anadarko Petroleum Corp. | 1,502,700 | 58,741 | |
* | Cobalt International Energy Inc. | 14,963,900 | 56,713 |
Murphy Oil Corp. | 2,212,200 | 43,381 | |
* | Dril-Quip Inc. | 678,300 | 39,776 |
*,^ Seadrill Ltd. | 16,480,007 | 34,114 | |
* | Kosmos Energy Ltd. | 5,210,700 | 23,813 |
Exxon Mobil Corp. | 91,482 | 7,122 | |
Valero Energy Corp. | 31,000 | 2,104 | |
Tesoro Corp. | 15,800 | 1,379 | |
Plains GP Holdings LP Class A | 168,700 | 1,350 | |
HollyFrontier Corp. | 38,200 | 1,336 | |
Ensco plc Class A | 129,900 | 1,270 | |
^ | Noble Corp. plc | 160,600 | 1,251 |
Diamond Offshore Drilling Inc. | 44,299 | 824 | |
Apache Corp. | 8,400 | 357 | |
Spectra Energy Corp. | 12,600 | 346 | |
Devon Energy Corp. | 12,100 | 338 | |
Nabors Industries Ltd. | 44,000 | 324 | |
Columbia Pipeline Group Inc. | 9,400 | 174 | |
ONEOK Inc. | 7,000 | 174 | |
4,231,651 | |||
Financials (20.4%) | |||
JPMorgan Chase & Co. | 20,656,309 | 1,229,050 | |
Wells Fargo & Co. | 23,241,573 | 1,167,424 | |
Bank of America Corp. | 74,320,926 | 1,050,898 | |
PNC Financial Services Group Inc. | 10,588,368 | 917,482 | |
Citigroup Inc. | 19,541,244 | 832,066 | |
Capital One Financial Corp. | 8,533,138 | 559,945 |
American Express Co. | 7,922,296 | 423,843 |
American International Group Inc. | 4,114,293 | 232,375 |
Intercontinental Exchange Inc. | 710,700 | 187,483 |
Corrections Corp. of America | 5,193,934 | 149,637 |
Navient Corp. | 15,068,952 | 144,059 |
MetLife Inc. | 2,931,000 | 130,869 |
Aon plc | 1,469,500 | 129,066 |
Goldman Sachs Group Inc. | 781,179 | 126,207 |
Hartford Financial Services Group Inc. | 2,996,000 | 120,379 |
SunTrust Banks Inc. | 3,214,167 | 117,574 |
State Street Corp. | 1,828,900 | 101,925 |
* SLM Corp. | 14,934,252 | 95,579 |
BNP Paribas SA | 2,003,264 | 94,899 |
Citizens Financial Group Inc. | 4,382,800 | 93,135 |
Fifth Third Bancorp | 5,684,500 | 89,815 |
CBOE Holdings Inc. | 1,252,000 | 83,408 |
Barclays plc | 29,250,464 | 78,271 |
Unum Group | 2,655,600 | 76,056 |
Morgan Stanley | 2,394,800 | 61,978 |
Allstate Corp. | 826,800 | 50,104 |
Host Hotels & Resorts Inc. | 3,371,800 | 46,700 |
* OneMain Holdings Inc. Class A | 1,676,800 | 44,318 |
Charles Schwab Corp. | 1,492,100 | 38,093 |
Lincoln National Corp. | 893,861 | 35,272 |
Sumitomo Mitsui Financial Group Inc. | 1,012,300 | 33,961 |
Prudential Financial Inc. | 432,814 | 30,332 |
* Synchrony Financial | 1,044,121 | 29,674 |
Bank of New York Mellon Corp. | 778,200 | 28,186 |
Travelers Cos. Inc. | 19,600 | 2,098 |
Digital Realty Trust Inc. | 20,400 | 1,634 |
Everest Re Group Ltd. | 8,200 | 1,467 |
Regions Financial Corp. | 175,900 | 1,428 |
Extra Space Storage Inc. | 15,700 | 1,424 |
Mid-America Apartment Communities Inc. | 14,500 | 1,360 |
Lamar Advertising Co. Class A | 23,700 | 1,330 |
Northern Trust Corp. | 20,900 | 1,298 |
Reinsurance Group of America Inc. Class A | 15,300 | 1,289 |
Voya Financial Inc. | 32,500 | 994 |
Cincinnati Financial Corp. | 16,700 | 962 |
Discover Financial Services | 21,000 | 962 |
* Santander Consumer USA Holdings Inc. | 89,500 | 935 |
Aflac Inc. | 16,000 | 927 |
VEREIT Inc. | 116,100 | 895 |
* Arch Capital Group Ltd. | 9,600 | 649 |
US Bancorp | 16,149 | 647 |
Senior Housing Properties Trust | 36,900 | 534 |
Hospitality Properties Trust | 19,400 | 458 |
UDR Inc. | 12,200 | 434 |
Nasdaq Inc. | 6,000 | 372 |
Legg Mason Inc. | 6,000 | 184 |
Progressive Corp. | 5,800 | 181 |
8,652,525 | ||
Health Care (17.4%) | ||
Pfizer Inc. | 39,495,182 | 1,204,208 |
Medtronic plc | 15,410,906 | 1,169,996 |
Johnson & Johnson | 9,073,191 | 947,604 |
Merck & Co. Inc. | 16,195,300 | 820,616 |
Anthem Inc. | 6,167,407 | 804,785 |
Sanofi ADR | 18,097,800 | 753,592 |
Zoetis Inc. | 7,606,197 | 327,447 |
Eli Lilly & Co. | 2,247,899 | 177,809 |
UnitedHealth Group Inc. | 1,414,200 | 162,859 |
GlaxoSmithKline plc ADR | 2,929,600 | 120,963 |
Cigna Corp. | 885,613 | 118,318 |
* Mallinckrodt plc | 1,843,000 | 107,060 |
Aetna Inc. | 1,021,500 | 104,029 |
St. Jude Medical Inc. | 1,912,516 | 101,096 |
Sanofi | 1,020,000 | 84,824 |
Stryker Corp. | 773,400 | 76,683 |
Roche Holding AG | 231,900 | 60,068 |
* Express Scripts Holding Co. | 795,500 | 57,173 |
Baxalta Inc. | 1,315,940 | 52,651 |
Zimmer Biomet Holdings Inc. | 512,900 | 50,910 |
Humana Inc. | 287,500 | 46,802 |
AbbVie Inc. | 574,077 | 31,517 |
Cardinal Health Inc. | 18,400 | 1,497 |
Bristol-Myers Squibb Co. | 19,353 | 1,203 |
* Hologic Inc. | 34,000 | 1,154 |
* Quintiles Transnational Holdings Inc. | 9,700 | 590 |
Agilent Technologies Inc. | 4,400 | 166 |
7,385,620 | ||
Industrials (10.6%) | ||
Honeywell International Inc. | 8,459,161 | 872,985 |
Raytheon Co. | 6,424,394 | 823,864 |
United Technologies Corp. | 9,274,400 | 813,272 |
General Dynamics Corp. | 4,516,260 | 604,140 |
Xylem Inc. | 7,883,399 | 283,408 |
Cummins Inc. | 1,503,500 | 135,150 |
Parker-Hannifin Corp. | 1,366,800 | 132,798 |
Union Pacific Corp. | 1,455,100 | 104,767 |
Rockwell Automation Inc. | 892,500 | 85,296 |
Tyco International plc | 2,426,800 | 83,458 |
General Electric Co. | 2,393,527 | 69,652 |
^ CNH Industrial NV | 10,701,900 | 66,994 |
American Airlines Group Inc. | 1,663,600 | 64,864 |
* Copart Inc. | 1,680,200 | 56,304 |
Eaton Corp. plc | 1,085,700 | 54,839 |
Rockwell Collins Inc. | 570,400 | 46,134 |
Boeing Co. | 379,400 | 45,577 |
PACCAR Inc. | 817,400 | 40,110 |
Embraer SA ADR | 1,152,200 | 33,160 |
Stanley Black & Decker Inc. | 312,000 | 29,434 |
Koninklijke Philips NV | 1,094,921 | 29,212 |
Northrop Grumman Corp. | 9,000 | 1,666 |
Owens Corning | 30,300 | 1,400 |
Trinity Industries Inc. | 62,800 | 1,345 |
* Quanta Services Inc. | 68,600 | 1,283 |
Alaska Air Group Inc. | 15,700 | 1,105 |
AGCO Corp. | 13,900 | 678 |
Waste Management Inc. | 12,600 | 667 |
Fluor Corp. | 9,200 | 413 |
Allison Transmission Holdings Inc. | 11,400 | 271 |
ADT Corp. | 8,500 | 251 |
Expeditors International of Washington Inc. | 5,500 | 248 |
ManpowerGroup Inc. | 2,000 | 153 |
Equifax Inc. | 1,000 | 106 |
4,485,004 | ||
Information Technology (13.7%) | ||
Microsoft Corp. | 24,309,090 | 1,339,188 |
Oracle Corp. | 21,305,600 | 773,606 |
QUALCOMM Inc. | 12,739,800 | 577,623 |
Apple Inc. | 4,669,236 | 454,503 |
Intel Corp. | 13,639,300 | 423,091 |
Corning Inc. | 16,116,900 | 299,936 |
* Alphabet Inc. Class A | 381,363 | 290,351 |
Cisco Systems Inc. | 8,809,200 | 209,571 |
Visa Inc. Class A | 2,345,300 | 174,701 |
Hewlett Packard Enterprise Co. | 12,580,700 | 173,110 |
Samsung Electronics Co. Ltd. | 153,400 | 148,407 |
* eBay Inc. | 5,417,700 | 127,099 |
Taiwan Semiconductor Manufacturing Co. Ltd. ADR | 5,230,300 | 116,897 |
Teradyne Inc. | 5,525,200 | 107,355 |
* Alphabet Inc. Class C | 121,133 | 89,996 |
* NXP Semiconductors NV | 1,165,125 | 87,128 |
Applied Materials Inc. | 4,700,500 | 82,964 |
Fidelity National Information Services Inc. | 1,321,800 | 78,951 |
Telefonaktiebolaget LM Ericsson ADR | 8,386,200 | 74,637 |
International Business Machines Corp. | 542,725 | 67,727 |
HP Inc. | 6,877,750 | 66,783 |
* Teradata Corp. | 1,161,200 | 28,264 |
Texas Instruments Inc. | 35,100 | 1,858 |
NVIDIA Corp. | 57,800 | 1,693 |
Western Union Co. | 78,600 | 1,402 |
Avnet Inc. | 34,600 | 1,381 |
* Flextronics International Ltd. | 125,100 | 1,311 |
* NCR Corp. | 55,600 | 1,187 |
Jabil Circuit Inc. | 58,130 | 1,157 |
Total System Services Inc. | 24,900 | 1,000 |
Computer Sciences Corp. | 27,900 | 895 |
Juniper Networks Inc. | 30,100 | 710 |
Lam Research Corp. | 9,400 | 675 |
CSRA Inc. | 23,200 | 621 |
Motorola Solutions Inc. | 8,000 | 534 |
* Arrow Electronics Inc. | 7,700 | 397 |
5,806,709 | ||
Materials (2.1%) | ||
Air Products & Chemicals Inc. | 5,789,962 | 733,646 |
International Paper Co. | 2,909,700 | 99,541 |
Monsanto Co. | 438,600 | 39,737 |
Packaging Corp. of America | 487,600 | 24,785 |
Dow Chemical Co. | 55,800 | 2,344 |
LyondellBasell Industries NV Class A | 25,620 | 1,998 |
Avery Dennison Corp. | 22,700 | 1,382 |
Sealed Air Corp. | 30,000 | 1,216 |
EI du Pont de Nemours & Co. | 900 | 47 |
904,696 | ||
Other (0.2%) | ||
SPDR S&P500 ETF Trust | 253,612 | 49,167 |
2 Vanguard Value ETF | 630,600 | 48,960 |
98,127 |
Telecommunication Services (2.7%) | |||||
Verizon Communications Inc. | 15,184,523 | 758,771 | |||
AT&T Inc. | 8,261,807 | 297,921 | |||
Vodafone Group plc ADR | 3,245,936 | 104,519 | |||
CenturyLink Inc. | 64,800 | 1,647 | |||
1,162,858 | |||||
Utilities (2.6%) | |||||
3 | CenterPoint Energy Inc. | 25,962,113 | 463,943 | ||
Entergy Corp. | 5,141,678 | 362,900 | |||
* | Calpine Corp. | 8,835,200 | 135,267 | ||
NRG Energy Inc. | 6,706,200 | 71,354 | |||
PPL Corp. | 1,149,600 | 40,305 | |||
Southern Co. | 767,800 | 37,561 | |||
American Electric Power Co. Inc. | 33,500 | 2,042 | |||
Exelon Corp. | 67,700 | 2,002 | |||
Public Service Enterprise Group Inc. | 44,300 | 1,829 | |||
Consolidated Edison Inc. | 25,200 | 1,749 | |||
FirstEnergy Corp. | 50,400 | 1,666 | |||
CMS Energy Corp. | 38,300 | 1,489 | |||
UGI Corp. | 39,400 | 1,340 | |||
Atmos Energy Corp. | 11,100 | 768 | |||
Ameren Corp. | 16,300 | 732 | |||
NextEra Energy Inc. | 1,100 | 123 | |||
1,125,070 | |||||
Total Common Stocks (Cost $35,129,685) | 41,756,289 | ||||
Coupon | |||||
Temporary Cash Investments (2.1%)1 | |||||
Money Market Fund (2.0%) | |||||
4,5 Vanguard Market Liquidity Fund | 0.441% | 873,644,186 | 873,644 | ||
Face | |||||
Maturity | Amount | ||||
Date | ($000) | ||||
U.S. Government and Agency Obligations (0.1%) | |||||
6 | Federal Home Loan Bank Discount Notes | 0.466% | 3/7/16 | 3,900 | 3,899 |
6 | Federal Home Loan Bank Discount Notes | 0.245% | 4/20/16 | 1,000 | 999 |
6,7 Federal Home Loan Bank Discount Notes | 0.290%–0.294% | 4/29/16 | 12,500 | 12,490 | |
6,7 Federal Home Loan Bank Discount Notes | 0.501% | 5/3/16 | 8,000 | 7,993 | |
25,381 | |||||
Total Temporary Cash Investments (Cost $899,023) | 899,025 | ||||
Total Investments (100.4%) (Cost $36,028,708) | 42,655,314 | ||||
Other Assets and Liabilities-Net (-0.4%)5 | (166,542) | ||||
Net Assets (100%) | 42,488,772 |
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $58,391,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund's effective common stock and temporary cash investment positions represent 99.0% and 1.4%, respectively, of net assets.
2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
3 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
4 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
5 Includes $65,763,000 of collateral received for securities on loan.
6 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government.
7 Securities with a value of $15,587,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
A. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund's pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund's pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.
B. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund's pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
C. Various inputs may be used to determine the value of the fund's investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund's own assumptions used to determine the fair value of investments).
The following table summarizes the market value of the fund's investments as of January 31, 2016, based on the inputs used to value them:
Level 1 | Level 2 | Level 3 | |
Investments | ($000) | ($000) | ($000) |
Common Stocks | 41,180,444 | 575,845 | — |
Temporary Cash Investments | 873,644 | 25,381 | — |
Futures Contracts—Assets1 | 8,317 | — | — |
Futures Contracts—Liabilities1 | (183) | — | — |
Total | 42,062,222 | 601,226 | — |
Windsor II Fund
1 Represents variation margin on the last day of the reporting period. |
D. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund's performance and requires daily settlement of variation margin representing changes in the market value of each contract.
Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values of the contracts are not recorded in the Schedule of Investments. Fluctuations in the value of the contracts are recorded as an asset (liability).
At January 31, 2016, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:
($000) | ||||
Aggregate | ||||
Number of | Settlement | Unrealized | ||
Long (Short) | Value Long | Appreciation | ||
Futures Contracts | Expiration | Contracts | (Short) | (Depreciation) |
E-mini S&P 500 Index | March 2016 | 3,223 | 311,036 | 12,264 |
Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.
E. At January 31, 2016, the cost of investment securities for tax purposes was $36,028,708,000. Net unrealized appreciation of investment securities for tax purposes was $6,626,606,000, consisting of unrealized gains of $11,762,375,000 on securities that had risen in value since their purchase and $5,135,769,000 in unrealized losses on securities that had fallen in value since their purchase.
F. Certain of the fund's investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:
Current Period Transactions | ||||||
Proceeds | ||||||
Oct. 31, 2015 | from | Capital Gain | Jan. 31, 2016 | |||
Market | Purchases | Securities | Distributions | Market | ||
Value | at Cost | Sold1 | Income | Received | Value | |
($000) | ($000) | ($000) | ($000) | ($000) | ($000) | |
CenterPoint Energy Inc. | 485,793 | — | 3,764 | 6,482 | — | 463,943 |
Vanguard Market Liquidity | 1,700,854 | NA2 | NA2 | 986 | — | 873,644 |
Fund |
Windsor II Fund
Vanguard Value ETF | 104,200 | — | 51,429 | 742 | — | 48,960 | |
Total | 2,290,847 | 8,210 | — | 1,386,547 | |||
1 Includes net realized gain (loss) on affiliated investment securities sold of $18,795,000. 2 Not applicable—purchases and sales are for temporary cash investment purposes. | |||||||
(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
(b) Internal Control Over Financial Reporting. During the last fiscal quarter, there was no significant change in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 3: Exhibits
(a) Certifications
VANGUARD WINDSOR FUNDS | |
By: | /s/ F. WILLIAM MCNABB III* |
F. WILLIAM MCNABB III | |
CHIEF EXECUTIVE OFFICER | |
Date: March 17, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
VANGUARD WINDSOR FUNDS | |
By: |
/s/ F. WILLIAM MCNABB III* |
F. WILLIAM MCNABB III | |
CHIEF EXECUTIVE OFFICER | |
Date: March 17, 2016 |
|
|
VANGUARD WINDSOR FUNDS |
By: |
/s/ THOMAS J. HIGGINS* |
THOMAS J. HIGGINS | |
CHIEF FINANCIAL OFFICER | |
Date: March 17, 2016 |
* By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014 see file Number 2-17620, Incorporated by Reference.
I, F. William McNabb III, certify that:
1. I have reviewed this report on Form N-Q of Vanguard Windsor Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 17, 2016 |
/s/ F. William McNabb III |
|
F. William McNabb III |
|
Chief Executive Officer |
I, Thomas J. Higgins, certify that:
1. I have reviewed this report on Form N-Q of Vanguard Windsor Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 17, 2016 |
/s/ Thomas J Higgins |
|
Thomas J. Higgins |
|
Chief Financial Officer |