EX-1 2 ex1.htm EXHIBIT 1
EXHIBIT 1
 
METABANK PROFIT SHARING 401(k) PLAN
 
Financial Statements and Schedule
 
September 30, 2013 and 2012
 
(With Independent Auditors’ Report Thereon)

METABANK PROFIT SHARING 401(k) PLAN
 
Table of Contents
 
Page
Report of Independent Registered Public Accounting Firm
1
 
 
Statements of Net Assets Available for Benefits
2
 
 
Statement of Changes in Net Assets Available for Benefits
3
 
 
Notes to Financial Statements
4
 
 
Schedule
 
 
 
Schedule H Line 4i – Schedule of Assets (Held at End of Year)
12

Report of Independent Registered Public Accounting Firm
 
The Plan Administrator
MetaBank Profit Sharing 401(k) Plan:
 
We have audited the accompanying statements of net assets available for benefits of the MetaBank Profit Sharing 401(k) Plan (the Plan) as of September 30, 2013, and 2012, and the statement of changes in net assets available for benefits for the year ended September 30, 2013. 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 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 September 30, 2013 and 2012, and the changes in net assets available for benefits for the year ended September 30, 2013, 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 supplementary information included in Schedule H, line 4i – schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. The supplementary information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
 
/s/ KPMG LLP
 
Des Moines, Iowa
April 10, 2014

1
METABANK PROFIT SHARING 401(k) PLAN
Statements of Net Assets Available for Benefits
September 30, 2013 and 2012
 
 
  
2013
    
2012
  
Assets:
  
   
 
Investments, at fair value
  
$
15,317,797
      
14,662,760
  
Receivables:
                
Employer contributions
    
792,990
      
740,206
  
Total receivables
    
792,990
      
740,206
  
Net assets available for benefits
  
$
16,110,787
      
15,402,966
  

See accompanying notes to financial statements.

2
METABANK PROFIT SHARING 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended September 30, 2013

Additions to net assets attributed to:
  
 
Investments:
  
 
Interest and dividends
  
$
186,062
  
Net appreciation in fair value of investments
    
2,764,606
  
Net change in investments
    
2,950,668
  
Contributions:
        
Participants
    
1,129,782
  
Employer
    
793,846
  
Rollovers
    
467,803
  
Total contributions
    
2,391,431
  
Deductions from net assets attributed to:
        
Benefits paid to participants
    
4,628,841
  
Administrative expenses
    
5,437
  
Total deductions
    
4,634,278
  
Net increase in net assets available for benefits
    
707,821
  
Net assets available for benefits:
        
Beginning of year
    
15,402,966
  
End of year
  
$
16,110,787
  

See accompanying notes to financial statements.
 
3

(1) Description of the Plan
 
The following description of the MetaBank Profit Sharing 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.
 
(a) General and Eligibility
 
The Plan is a defined contribution plan covering all full‑time employees of MetaBank (a wholly owned subsidiary of Meta Financial Group, Inc.), referred to herein as the Bank, who have one year of service (profit‑sharing), three months of service (elective deferrals and match) and are age 21 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
(b) Record Keeper and Custodian
 
Effective December 1, 2012, Principal Life Insurance Company has been designated as record-keeper and Principal Trust Company as custodian and trustee of the Plan. Principal replaced REDW Benefits LLC as record keeper and TD Ameritrade as custodian of the Plan.
 
(c) Contributions
 
The Plan is funded by employee and employer contributions. Participating employees may contribute a percentage of their wages up to the maximum percentage allowable not to exceed the limits of Code Section 401(k), 402(g), 404, and 415. Annual employee contributions were limited to $17,500 in 2013 and $17,000 in 2012, respectively, as indexed by the Internal Revenue Service (IRS), except for those employees eligible for catch‑up contributions. The Plan also places certain restrictions on contributions from those employees defined as highly compensated.
The employer may, in its sole discretion, make discretionary contributions to the Plan each year. A contribution of 4% of eligible compensation based on IRS limitations was made related to fiscal year 2012 during the 2013 fiscal year. A contribution of 4% of eligible compensation was also approved related to fiscal year 2013 to be paid in fiscal year 2014.
 
Participants direct the investment of their contributions and any employer contributions into various investment options offered by the Plan. Participants may currently direct contributions into balanced / asset allocation accounts, a guaranteed investment account, various mutual fund accounts, and a self‑directed investment account. Additionally, participants may use a portion of their account balance to contribute to Meta Financial Group, Inc. common stock.
 
During the year ended September 30, 2013, the Plan allows participants to contribute to an after-tax Roth 401(k) account. Total contributions to the after-tax Roth 401(k) account were $69,537 for the year ended September 30, 2013. The Plan collects and distributes funds in the after-tax Roth 401(k) accounts in the same manner as for all previous contributions to the Plan.
 
(d) Participants Accounts
 
Each participant’s account is credited with the participant’s contributions and allocations of (a) the Bank’s contribution, if any, and (b) investment fund earnings, and charged with an allocation of administrative expenses. Investment income and administrative expenses are allocated based on participant account value. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
 
(e) Voting Rights
 
Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Bank on behalf of the Trustees prior to the time that such rights are to be exercised. The Trustees are not permitted to vote any allocated share for which instructions have not been given by a participant.
4
(f) Vesting
 
Participants are immediately vested in their voluntary contributions and in the Bank’s discretionary contributions, plus actual earnings thereon.
 
(g) Payment of Benefits
 
On termination of service due to retirement, death, or disability, a participant may elect to receive either a lump‑sum cash payment equal to the value of the participant’s account or monthly, quarterly, semiannual, or annual installment payments.
 
In all instances, if the vested value of a participant’s account is less than $1,000, a lump‑sum cash payment will be made.
 
(2) Summary of Significant Accounting Policies
 
(a) Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
 
(b) Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
(c) Investment Valuation and Income Recognition
 
The Plan’s investments are stated at fair value. Interest‑bearing cash and money market accounts are reported at fair value determined to be equal to cost. Shares of mutual funds are reported at fair value based on the quoted market price of the fund, which represents the net asset value of the shares held by the fund at year‑end. Self‑directed accounts are reported at fair value based upon the underlying investments comprising the accounts. The investment in the common stock of Meta Financial Group, Inc. is reported at fair value based on quoted market price.
 
Purchases and sales of securities are recorded on a trade‑date basis. Interest is recorded on the accrual basis. Dividends are recorded on the ex‑dividend date.
 
(d) Payment of Benefits
 
Benefit payments to participants are recorded upon distribution. As of September 30, 2013, there were no amounts allocated to accounts of participants who had elected to withdraw from the Plan but had not yet been paid.

(3) Administrative Expenses
 
Certain administrative functions are performed by officers or employees of the Bank. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Plan.

5
(4) Investments
 
The fair value of the Plan’s investments that represent 5% or more of the Plan’s net assets at September 30, 2013 and 2012 are as follows:

 
  
2013
    
2012
  
Mutual funds:
  
   
 
Prudential Jennison Mid-Cap Growth Fund
    
—
      
912,708
  
Wells Fargo Growth Fund Institutional Class
    
—
      
1,160,695
  
Managers PIMCO Bond Fund
    
—
      
1,475,564
  
Principal Funds Inc (Income R4 Fund)
    
1,108,569
      
—
  
Principal Funds Inc (Equity Income R4 Fund)
    
930,303
      
—
  
Principal Trust Company  (Target 2025 Fund R4)
    
835,530
      
—
  
Principal Funds Inc (MidCap R4 Fund)
    
913,622
      
—
  
Principal Funds Inc (LargeCap Growth I R4 Fund)
    
1,469,409
      
—
  
Fixed income guaranteed options:
                
Principal Life Insurance Company
    
1,134,828
      
—
  
Common stock, Meta Financial Group, Inc.
    
491,247
      
1,736,478
  
Self-directed brokerage account:
                
Federated Investors, Inc.
    
1,171,465
      
—
  
TD Ameritrade SDBA
    
—
      
1,892,672
  
 
During the year ended September 30, 2013, the Plan’s investments in mutual funds and Meta Financial Group, Inc. common stock (including investments bought, sold, and held during the year) appreciated in fair value by $ 1,811,826 and $790,491 respectively. The Plan’s investments in self-directed accounts appreciated in fair value by $162,289 during the same period.
 
The Plan owns 12,928 shares of Meta Financial Group, Inc. Common Stock at September 30, 2013 and 73,424 shares at September 30, 2012. The Plan purchased 6,245 shares of Meta Financial Group, Inc., a party‑in‑interest, common stock during the year ended September 30, 2013. The Plan sold or distributed 66,741 shares for $2,211,734 during the same period. The Plan received $36,445 in dividend income on the Meta Financial Group, Inc. common stock during the year ended September 30, 2013.

(5) Fixed Income Guaranteed Option
 
The Plan has a fully benefit-responsive guaranteed investment contract (“GIC”) with Principal Life Insurance Company. Principal Life Insurance Company maintains the contributions in a general account. The GIC does not have specific underlying assets assigned. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
 
The GIC is included in the financial statements at contract value which approximates fair value. Contract value, as reported to the Plan by Principal Life Insurance Company, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The GIC does have a surrender charge of 5% that may be charged if the Plan terminates its interest in the contract.
6
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the plan document (including complete or partial plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan Administrator does not believe that the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.
 
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be greater than 3% or less than 1%. Such interest rates are reviewed on a semi-annual basis for resetting. The Plan began holding these investments on December 5, 2012, and since that time the average yield credited to participants was as follows:
 
Average yields:
    
Based on actual earnings
    
1.08
%
Based on interest rate credited to participants
    
.36
%
 
(6)
Fair Value Measurements
 
Accounting Standards Codification (“ASC”) 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement.  It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.
ASC Topic 820 requires that assets and liabilities carried at fair value also be classified and disclosed according to the process for determining fair value. There are three levels of determining fair value. These levels are:

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date.
 
Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market.
 
Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available.  These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial statements.
7
The following is a description of the valuation methods used for assets measured at fair value:
 
Mutual Funds/Common Stock: The fair values of the mutual funds and common stock are based on quoted market prices when available.
 
Self‑directed brokerage accounts: The fair values of the mutual funds, stocks and bonds within the self‑directed brokerage accounts are based on quoted market prices when available.
 
Fixed Income Guaranteed Options: The Principal fixed income guaranteed option is reported at contract value which approximates fair value. Contract value represents the aggregation of contributions, plus interest, less withdrawals, if any.  The fair value of this investment is considered a level 3 fair value measurement because none of the parameters for calculating fair value of the investment are available publically.

Collective Investment Trust: Valued at net asset value (NAV) per unit held by the Plan at year-end as quoted by the funds.  The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities.  Participant transactions may occur daily.

The fair value of the Plan’s assets at September 30, 2013 and 2012, by level within the fair value hierarchy, is presented as follows:
 
 
  
Assets at Fair Value at September 30, 2013
  
 
  
(Level 1)
    
(Level 2)
    
(Level 3)
    
Total
  
Collective Investment Trust
  
   
   
   
$
    
Balanced/Asset Allocation
    
—
      
2,494,360
      
—
      
2,494,360
  
Employer Security
                                
Employer Security
    
491,247
      
—
      
—
      
491,247
  
Investment Contract
                                
Guaranteed Investment Contract
    
—
      
—
      
1,134,828
      
1,134,828
  
Mutual Funds
                                
Fixed Income
    
1,284,992
      
—
      
—
      
1,284,992
  
International Equity
    
909,103
      
—
      
—
      
909,103
  
Large U.S. Equity
    
2,915,036
      
—
      
—
      
2,915,036
  
Other
    
765,913
      
—
      
—
      
765,913
  
Small/Mid U.S. Equity
    
3,314,520
      
—
      
—
      
3,314,520
  
Self-directed Brokerage Account
                                
Mutual Fund
    
1,171,465
      
—
      
—
      
1,171,465
  
Corporate Stock
    
836,333
      
—
      
—
      
836,333
  
 
  
$
11,688,609
      
2,494,360
      
1,134,828
      
15,317,797
  

8
 
  
Assets at Fair Value at September 30, 2012
  
 
  
(Level 1)
    
(Level 2)
    
(Level 3)
    
Total
  
Employer Security
  
   
   
   
 
Employer Securtiy
    
1,736,478
      
—
      
—
      
1,736,478
  
Mutual Funds
                                
Other - Self Directed Fund
    
924,913
      
—
      
—
      
924,913
  
Fixed Income
    
2,607,672
      
—
      
—
      
2,607,672
  
International Equity
    
735,251
      
—
      
—
      
735,251
  
Large U.S. Equity
    
2,563,911
      
—
      
—
      
2,563,911
  
Blended Funds
    
1,761,131
                      
1,761,131
  
Other
    
647,729
      
—
      
—
      
647,729
  
Small/Mid U.S. Equity
    
2,717,916
      
—
      
—
      
2,717,916
  
Corporate Stock
                                
Other
    
967,759
      
—
      
—
      
967,759
  
 
  
$
14,662,760
      
—
      
—
      
14,662,760
  
 
There were no transfers between levels of the fair value hierarchy during the years ended September 30, 2013 and 2012.
 
The following table sets forth a summary of changes in fair value of the Plan’s Level 3 assets for the year ended September 31, 2013:
 
 
  
Guaranteed Investment
  
 
  
Contract
  
Balances at the beginning of year
    
—
  
Purchases
    
3,179,405
  
Sales
    
(2,064,283
)
Realized gains (losses)
    
—
  
Unrealized gains (losses)
    
—
  
Other
    
19,706
  
Balances at the end of year
  
$
1,134,828
  

9
The following table summarizes those investments measured at fair value using NAV as a practical expedient as of September 31, 2013.
 
 
  
   
Unfunded
  
Redemption
Fund
  
Fair Value
    
Commitments
  
Frequency
Principal Management Corp - PRI Trust (SM) Tgt 2055 Fund
  
$
5,258
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2010 Fund
    
12,649
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2030 Fund
    
115,195
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2045 Fund
    
447,830
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2035 Fund
    
724,075
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2040 Fund
    
74,634
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Income Fund
    
10,236
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2050 Fund
    
36,188
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2025 Fund
    
835,530
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2015 Fund
    
118,267
      
N/
A
Daily
Principal Management Corp - PRI Trust (SM) Tgt 2020 Fund
    
114,498
      
N/
A
Daily
Total
    
2,494,360
          
  

(7) Plan Termination
 
Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
 
(8) Tax Status
 
The Plan adopted a nonstandardized form of a prototype plan sponsored by REDW Benefits, LLC.  The prototype plan has received an opinion letter from the Internal Revenue Service dated March 31, 2008, as to the prototype plan’s qualified status.  The prototype plan opinion letter has been relied upon by this Plan. The Plan has been amended to an individualized plan document; however, the Plan Administrator believes the Plan is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
 
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has analyzed the tax positions taken by the Plan, and has concluded that as of September 30, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company believes it is no longer subject to income tax examinations for years prior to 2010.
 
(9) Risks and Uncertainties
 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across the participant‑directed fund elections. Additionally, the investments within each participant‑directed fund election are further diversified into varied financial instruments. Investment decisions are made, and the resulting risks are borne, exclusively by the Plan participant who made such decisions.
 
The Plan invests directly or indirectly in investments with contractual cash flows, such as asset backed securities, collateralized mortgage obligations, and commercial mortgage backed securities. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies, or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
 
(10) Subsequent Events
 
The Plan has evaluated subsequent events through the date the financial statements were issued, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to September 30, 2013.

10


Schedule

METABANK PROFIT SHARING 401(k) PLAN
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
September 30, 2013


  
 
  (c)
  
(d)
  
(e)
  
(a)
Description of investment
  
Cost
  
Current value
  
 
Accretive Health Inc
Corporate Stock - Other
    
**
  
$
36,480
  
 
American Funds Service Company
Mutual Funds - International Equity
    
**
    
84,720
  
 
Chevron Corp New
Corporate Stock - Other
    
**
    
60,750
  
 
Deere & Co
Corporate Stock - Other
    
**
    
40,695
  
 
Delaware Investments
Mutual Funds - Small / Mid U. S. Equity
    
**
    
105,884
  
 
Federated Investors, Inc.
Mutual Funds -  Other Self Directed Fund
    
**
    
1,171,465
  
 
Intel Corp
Corporate Stock - Other
    
**
    
68,763
  
 
Jp Morgan Funds
Mutual Funds - Small / Mid U. S. Equity
    
**
    
582,663
  
 
Lord Abbett
Mutual Funds - Small / Mid U. S. Equity
    
**
    
518,506
  
*
  
Meta Financial Group, Inc.
Employer Security
    
**
    
491,247
  
   
Noah Ed Hldgs Ltd
Corporate Stock - Other
    
**
    
10,500
  
   
Nuance Communications Inc
Corporate Stock - Other
    
**
    
56,040
  
   
Oppenheimer
Mutual Funds - Other
    
**
    
9,927
  
   
Oppenheimer
Mutual Funds - International Equity
    
**
    
257,439
  
   
Petmed Express Inc
Corporate Stock - Other
    
**
    
130,240
  
   
Pimco Funds
Mutual Funds - Fixed Income
    
**
    
45,634
  
   
Pimco Funds
Mutual Funds - Fixed Income
    
**
    
130,789
  
   
Pinnacle West Cap Corp
Corporate Stock - Other
    
**
    
54,740
  
   
Principal Funds Inc   (Real Estate Sec R4 Fund)
Mutual Funds - Small / Mid U. S. Equity
    
**
    
268,592
  
*
  
Principal Funds Inc (Equity Income R4 Fund)
Mutual Funds - Small / Mid U. S. Equity
    
**
    
930,303
  
*
  
Principal Funds Inc (Income R4 Fund)
Mutual Funds -  Large U. S. Equity
    
**
    
1,108,569
  
*
  
Principal Funds Inc (Lgcap Growth I R4 Fund)
Mutual Funds - Fixed Income
    
**
    
1,469,409
  
*
  
Principal Funds Inc (Lgcap S&P 500 Idx R4 Fund)
Mutual Funds -  Large U. S. Equity
    
**
    
515,324
  
*
  
Principal Funds Inc (Midcap R4 Fund)
Mutual Funds -  Large U. S. Equity
    
**
    
913,622
  
*
  
Principal Funds Inc (Midcap S&P 400 Idx R4 Fund)
Mutual Funds - Small / Mid U. S. Equity
    
**
    
197,369
  
*
  
Principal Funds Inc (Midcap S&P 600 Idx R4 Fund)
Mutual Funds - Small / Mid U. S. Equity
    
**
    
727,884
  
*
  
Principal Life Insurance Company
Guaranteed Investment Contract
    
**
    
1,134,828
  
*
  
Principal Trust Company (Income Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
10,236
  
*
  
Principal Trust Company (Target 2010 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
12,649
  
*
  
Principal Trust Company (Target 2015 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
118,267
  
*
  
Principal Trust Company (Target 2020 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
114,498
  
*
  
Principal Trust Company (Target 2025 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
835,530
  
*
  
Principal Trust Company (Target 2030 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
115,195
  
*
  
Principal Trust Company (Target 2035 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
724,075
  
*
  
Principal Trust Company (Target 2040 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
74,634
  
*
  
Principal Trust Company (Target 2045 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
447,830
  
*
  
Principal Trust Company (Target 2050 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
36,188
  
*
  
Principal Trust Company (Target 2055 Fund R4)
Collective Investment Trust - Balanced/Asset Allocation
    
**
    
5,258
  
   
Professional Pensions, Inc.
Mutual Funds - International Equity
    
**
    
566,944
  
   
Quality Sys Inc
Corporate Stock - Other
    
**
    
108,650
  
   
Smartheat Inc
Corporate Stock - Other
    
**
    
390
  
   
T. Rowe Price Funds
Mutual Funds - Other
    
**
    
755,986
  
   
Walgreen Co
Corporate Stock - Other
    
**
    
107,600
  
   
Waste Mgmt Inc Del
Corporate Stock - Other
    
**
    
82,480
  
   
Wynn Resorts Ltd
Corporate Stock - Other
    
**
    
79,005
  
   
 
 
        
$
15,317,797
  
 
* Party-in-interest.
** Cost information is not required for participant-directed investments, and, therefore is not included.
See accompanying report of independent registered public accounting firm.
 
 
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