Edgar Filing: POTASH CORP OF SASKATCHEWAN INC

PCS U.S. EMPLOYEES’ SAVINGS PLAN

Employer ID No: 562111626

Plan No.: 002

FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2013

Form 11-K

Form 11-K

ANNUAL REPORT PURSUANT

TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended December 31, 2013

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

Commission file number 001-10351

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

PCS U.S. Employees’ Savings Plan

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

Potash Corporation of Saskatchewan Inc.

122 - 1^st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

PCS U.S. Employees’

Savings Plan

Employer ID No: 562111626

Plan Number: 002

Financial Statements as of December 31, 2013 and 2012,

and for the Year Ended December 31, 2013,

Supplemental Schedule as of December 31, 2013,

and Report of Independent Registered Public Accounting Firm

PCS U.S. EMPLOYEES’ SAVINGS PLAN

TABLE OF CONTENTS


		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

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2013			3

Notes to Financial Statements as of December 31, 2013 and 2012, and for the Year Ended December 31, 2013			4–12

SUPPLEMENTAL SCHEDULE —			13

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2013			14

NOTE:	All other schedules required by Section 29 CFR 2520.103 10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator and Participants of the

PCS U.S. Employees’ Savings Plan:

We have audited the accompanying statements of net assets available for benefits of PCS U.S. Employees’ Savings Plan (the “Plan”) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 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 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such financial statements 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 year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Deloitte & Touche LLP

Chicago, Illinois

June 25, 2014

PCS U.S. EMPLOYEES’ SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2013 AND 2012


	2013			2012

ASSETS:
Participant-directed investments — at fair value (Note 4)	$	258,961,725		$	255,914,937

Receivables:
Notes receivable from participants		6,893,057			6,423,452
Company performance contribution		4,008,725			3,947,184
Receivables for securities sold		139,311			242,801


Total receivables		11,041,093			10,613,437


Total assets		270,002,818			266,528,374

LIABILITIES — Corrective distributions payable		(41,542	)		(17,393	)


NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE		269,961,276			266,510,981

ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE STABLE VALUE FUND		(544,415	)		(1,181,279	)


NET ASSETS AVAILABLE FOR BENEFITS	$	269,416,861		$	265,329,702

See notes to financial statements.

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PCS U.S. EMPLOYEES’ SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2013


ADDITIONS:
Company matching contributions	$	3,471,035
Company performance contribution		4,008,725
Participant contributions		10,905,537
Rollover contributions		643,895


Total contributions		19,029,192


Investment income:
Net appreciation in fair value of investments (Note 4)		891,081
Interest and dividends		8,380,400


Net investment income		9,271,481


Total additions		28,300,673


DEDUCTIONS:
Benefits paid to participants		(24,175,167	)
Administrative expenses		(38,347	)


Total deductions		(24,213,514	)


INCREASE IN NET ASSETS		4,087,159

NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		265,329,702


End of year	$	269,416,861

See notes to financial statements.

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PCS U.S. EMPLOYEES’ SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 AND 2012, AND FOR THE YEAR ENDED DECEMBER 31, 2013

1.	DESCRIPTION OF PLAN

The following description of the PCS U.S. Employees’ Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General — The Plan is a defined contribution plan sponsored by PCS Administration (USA), Inc. (the “Company”), covering all eligible employees of the Company; PCS Phosphate Company, Inc.; PCS Sales (USA), Inc.; certain employees of White Springs Agricultural Chemicals, Inc.; and certain employees of PCS Nitrogen Inc., as defined in the Plan document. The Employee Benefits Committee of the Company controls and manages the operation and administration of the Plan. Fidelity Management Trust Company (“Fidelity”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

In December 2013, Potash Corporation of Saskatchewan, Inc. (PCS), the parent of the Company announced a reduction in force impacting certain participants in this plan. These participants are fully vested in their individual accounts and entitled to receive their 2013 performance contribution, which was paid in 2014.

Contributions — Participants may contribute up to 50% of base compensation each year, as defined in the Plan, subject to certain Internal Revenue Code of 1986, as amended (IRC) limitations. These contributions may be pretax contributions and/or after-tax contributions. Participants who are age 50 and over may also make “catch-up” contributions. The Plan has an automatic enrollment provision, under which new participants are provided with a 3% pretax deferral, unless they formally waive participation or elect a different participation level. In 2012, the Plan was amended to automatically increase the pretax deferral rate each year for certain participants automatically enrolled in the Plan on or after April 2, 2012.

The Company matches $0.50 for each $1.00 of participant contributions, excluding catch-up contributions, up to 6% of base compensation, subject to certain limitations as described in the Plan and the IRC. Participants may also rollover amounts representing distributions from other qualified defined benefit or contribution plans (rollover contributions), which are not eligible for the Company match.

The Company may also make a discretionary Company performance contribution ranging from 0% to 3% of each eligible participant’s base pay. The 2013 and 2012 Company performance contributions were each 3% of each eligible participant’s base pay.

Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, the Company’s performance contribution when applicable, and allocations of Plan earnings, and is charged with withdrawals, allocation of Plan losses, and administrative expenses. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

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Investments — Participants direct the investment of their account balances and contributions into various investment options offered by the Plan. The Plan currently offers Potash Corporation of Saskatchewan Inc. (PCS) common stock, a selection of mutual funds, and one pooled investment stable value fund. The U.S. Government Reserves Fund is used to maintain dividends distributed by a participant’s investment in PCS common stock and is not available as a participant-directed investment option. The PCS stock purchase account is a money market fund that is used in the recordkeeping of the purchases and sales of fractional shares of PCS common stock and is not available as a participant-directed investment option.

Participants who are enrolled in the Plan under the automatic enrollment provision and who have not otherwise made an investment election, will have their contributions and the employer contributions invested in the Plan’s “default fund,” which has been designated as Fidelity Freedom Funds, specifically the Fidelity Freedom Fund that has a target retirement date closest to the year that the participant might retire, based on the participant’s current age and assuming a normal retirement age of 65.

Vesting — Participants are immediately vested in their account balances.

Participant Loans — Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from one to five years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account. All new loans bear interest at the prime rate plus 200 basis points. Prior to January 1, 2012, interest rates on outstanding general loans were set at two percentage points above the rate for five-year U.S. Treasury notes on the last day of the preceding calendar quarter in which the funds were borrowed and the interest rate on primary residence loans was set at the standard lending rate for 20-year fixed rate home mortgage loans. Principal and interest are paid ratably through payroll deductions. As of December 31, 2013, participant loans have maturities through 2033 at interest rates ranging from 3.0% to 8.5%.

Payments of Benefits — On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s interest in his or her account; or monthly, quarterly, or annual installments over the participant’s estimated life span. Other forms of benefits are also provided to participants whose accounts were transferred from other plans. A participant may elect to receive payment of benefits prior to termination of service, as defined in the Plan. Participants may elect to receive their investment in the PCS stock fund in cash or in whole shares of PCS common stock. The Plan includes an employee stock ownership plan feature with a dividend payout program whereby participants may elect to receive dividends paid on their shares of PCS common stock in the PCS stock fund in PCS common stock or cash.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates — The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties — The Plan utilizes various investment instruments, including mutual funds, a pooled investment stable value fund, and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

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Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. See Note 3 for a description of valuation methods. The Fidelity Managed Income Portfolio II (the “Portfolio”), the pooled investment stable value fund, is stated at fair value and then adjusted to contract value as the Portfolio’s investment contracts are fully benefit-responsive. Fair value of the Portfolio is the sum of the fair value of the underlying investments. Contract value of the Portfolio is the sum of participant and Company contributions, plus accrued interest thereon less withdrawals. In accordance with GAAP, the Portfolio is presented at fair value in participant-directed investments in the statements of net assets available for benefits and an additional line item is presented showing the adjustment from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract value basis.

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

Management fees and operating expenses charged to the Plan for investments in the mutual funds and pooled investment stable value fund are deducted from income earned on a daily basis and are not separately charged to an expense. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Notes Receivable from Participants — Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan.

Administrative Expenses — Administrative expenses of the Plan are paid by the Plan or the Plan sponsor, as provided in the Plan document.

Payment of Benefits — Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of participants who had elected to withdraw from the Plan, but had not yet been paid at December 31, 2013 and 2012.

Corrective Distributions Payable — The Plan is required to return contributions received during the Plan year in excess of the IRC limits.

3.	FAIR VALUE MEASUREMENTS

Fair value measurements establish 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 inputs within the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

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Level 2 — Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 2 inputs may also include pricing models whose inputs are observable or derived principally from or corroborated by observable market data.

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of the investments apply to the investments held.

Common Stock — The PCS common stock is valued using quoted closing prices listed on a nationally recognized security exchange (Level 1 inputs).

Mutual Funds and Short Term Funds — Shares of registered investment companies and money market funds are valued at quoted market prices that represent the net asset value of shares held at the Plan year-end (Level 1 inputs).

Stable Value Fund — The fair value of participation units in the stable value fund is based upon the net asset value of such fund including direct and indirect interests in fully benefit-responsive contracts (Level 2 inputs).

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


	Investment Assets at Fair Value as of December 31, 2013
	Level 1		Level 2		Level 3		Total
PCS common stock	$	86,994,160	$	—	$	—	$	86,994,160
Mutual funds:
Large cap equity funds		60,114,986		—		—		60,114,986
Balanced funds		36,659,791		—		—		36,659,791
Multi cap equity funds		12,017,601		—		—		12,017,601
International equity funds		9,105,999		—		—		9,105,999
Bond funds		7,282,554		—		—		7,282,554
Emerging markets equity		22,527						22,527
Stable value fund		—		38,675,731		—		38,675,731
Short term funds		8,088,376		—		—		8,088,376


Total investment assets at fair value	$	220,285,994	$	38,675,731	$	—	$	258,961,725

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	Investment Assets at Fair Value as of December 31, 2012
	Level 1		Level 2		Level 3		Total
PCS common stock	$	103,439,088	$	—	$	—	$	103,439,088
Mutual funds:
Large cap equity funds		45,062,381		—		—		45,062,381
Balanced funds		28,330,044		—		—		28,330,044
International equity funds		8,248,268		—		—		8,248,268
Bond fund		8,123,225		—		—		8,123,225
Mid cap equity funds		5,584,377		—		—		5,584,377
Small cap equity funds		3,926,262		—		—		3,926,262
Stable value fund				43,557,968		—		43,557,968
Short term funds		9,643,324		—		—		9,643,324


Total investment assets at fair value	$	212,356,969	$	43,557,968	$	—	$	255,914,937

For the years ended December 31, 2013 and 2012, there were no transfers in or out of Levels 1, 2, or 3. The Plan’s policy is to recognize transfers between levels at the end of the reporting period.

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4.	INVESTMENTS

Investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2013 and 2012, are marked with an asterisk. Both Fidelity and PCS are parties-in-interest.


	2013			2012
PCS common stock	$	86,994,160	*	$	103,439,088	*
Large cap equity funds
T. Rowe Price Dividend Growth Fund		22,855,537	*		18,005,327	*
Fidelity Growth Company K		19,598,645	*		15,045,295	*
Fidelity Spartan 500 Index Institutional Fund		14,145,598	*		10,067,456
ABF Large Cap Value Institutional		2,059,535			1,136,947
Fidelity OTC Portfolio		1,455,671			807,356
Balanced Funds
Fidelity Puritan Fund		13,088,715			10,544,600
Fidelity Freedom K Income		757,013			718,774
Fidelity Freedom K 2000		101,667			175,714
Fidelity Freedom K 2005		38,778			20,238
Fidelity Freedom K 2010		727,397			970,694
Fidelity Freedom K 2015		3,827,961			3,223,073
Fidelity Freedom K 2020		4,398,807			3,465,500
Fidelity Freedom K 2025		3,975,773			2,734,746
Fidelity Freedom K 2030		2,466,050			1,666,770
Fidelity Freedom K 2035		1,802,871			1,206,025
Fidelity Freedom K 2040		2,385,824			1,590,335
Fidelity Freedom K 2045		1,310,898			838,493
Fidelity Freedom K 2050		1,495,566			1,067,149
Fidelity Freedom K 2055		282,471			107,933
Multi Cap equity fund
Fidelity Spartan Extended Market Index Advantage		12,017,601			—
International equity funds
Harbor International Fund — Institutional Class		9,085,470			8,248,268
Vanguard Total International Stock Signal		20,529			—
Bond funds
Fidelity Institutional Short-Intermediate Government Fund		7,261,100			8,123,225
PIMCO Total Return Institutional Fund		19,603			—
Vanguard Total Bond Market Signal		1,851			—
Emerging Markets equity
DFA Emerging Market Core Equity		22,527			—
Stable Value Fund
Fidelity Managed Income Portfolio II		38,675,731	*		43,557,968	*
Short term funds
Fidelity Retirement Money Market Portfolio		8,087,124			9,641,866
PCS stock purchase account		1,162			1,370
Fidelity U.S. Government Reserves Fund		90			88
Mid cap equity fund
Fidelity Mid-Cap Stock Fund		—			5,584,377
Small cap equity fund
Fidelity Small Cap Stock Fund		—			3,926,262

Total at fair value	$	258,961,725		$	255,914,937

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The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value during the year ended December 31, 2013, as follows:


PCS common stock	$	(19,691,754	)
Large cap equity funds
T. Rowe Price Dividend Growth Fund		4,982,745
Fidelity Growth Company K		4,279,277
Fidelity Spartan 500 Index Institutional Fund		3,131,464
ABF Large Cap Value Institutional		450,401
Fidelity OTC Portfolio		240,972
Balanced Funds
Fidelity Puritan Fund		1,057,093
Fidelity Freedom K Income		13,456
Fidelity Freedom K 2000		4,340
Fidelity Freedom K 2005		1,859
Fidelity Freedom K 2010		66,813
Fidelity Freedom K 2015		329,109
Fidelity Freedom K 2020		423,377
Fidelity Freedom K 2025		439,692
Fidelity Freedom K 2030		296,667
Fidelity Freedom K 2035		254,317
Fidelity Freedom K 2040		333,495
Fidelity Freedom K 2045		186,605
Fidelity Freedom K 2050		232,139
Fidelity Freedom K 2055		38,192
Multi Cap equity fund
Fidelity Spartan Extended Market Index Advantage		147,384
International equity funds
Harbor International Fund — Institutional Class		1,167,087
Vanguard Total International Stock Signal		820
Bond funds
Fidelity Institutional Short-Intermediate Government Fund		(82,485	)
PIMCO Total Return Institutional Fund		(362	)
Vanguard Total Bond Market Signal		(11	)
Emerging Markets equity
DFA Emerging Market Core Equity		(458	)
Mid cap equity fund
Fidelity Mid-Cap Stock Fund		1,877,811
Small cap equity fund
Fidelity Small Cap Stock Fund		711,036

Net appreciation of investments	$	891,081

The Fidelity Managed Income Portfolio II — The Portfolio is a stable value fund that is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans. The Portfolio is invested in fixed interest insurance company investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities, with the objective of providing a high level of return that is consistent with also providing stability of investment return, preservation of capital and liquidity to pay plan benefits of its retirement plan investors. Fair value of the Portfolio is the net asset value of its holdings at year-end, which is based on the fair value of the underlying investments. Underlying securities for which quotations are readily available are valued at their most recent bid prices or are valued on the basis of information provided by a pricing service.

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Certain events limit the ability of the Plan to transact at contract value with the Portfolio issuer. Such events include the following: (a) the Plan’s failure to qualify under the Internal Revenue Code; (b) the establishment of a defined contribution plan that competes with the Plan for employee contributions; (c) any substantive modification of the Portfolio or the administration of the Portfolio that is not consented to by the wrap issuer; (d) any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the Portfolio’s cashflow; (e) any communication given to unitholders that is designed to induce or influence unitholders not to invest in the Portfolio or to transfer assets out of the Portfolio; (f) any transfer of assets from the Portfolio directly to a competing investment option; or (g) the inability of the Portfolio to maintain wrap contracts covering its underlying assets. The Plan administrator does not believe the occurrence of any such value event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in the Portfolio at contract value. The crediting interest rates were 1.14% and 1.28% at December 31, 2013 and 2012, respectively, which were based on the interest rates of the underlying portfolio of assets. The average yield for the year ended December 31, 2013, was 1.59%. The participants in the Plan are able to redeem from the Portfolio immediately. The Portfolio has no redemption restrictions and there is no redemption notice period required for participants.

5.	EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Certain Plan investments are shares of investment funds managed by Fidelity. Fidelity serves as the trustee of the Plan, and therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for the investment management services were included as a reduction of the return earned on each fund.

At December 31, 2013 and 2012, the Plan held approximately 2,639,386 and 2,542,125 shares, respectively, of PCS common stock, with a cost basis of $82,863,755 and $79,158,418, respectively. During the year ended December 31, 2013, the Plan recorded dividend income of $3,044,272.

6.	PLAN TERMINATION

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.

7.	FEDERAL INCOME TAX STATUS

The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated September 19, 2013, that the Plan was designed in accordance with applicable IRC requirements. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

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 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 Plan’s 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 Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

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8.	RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of the financial statements as of December 31, 2013 and 2012, to the Form 5500:


	2013			2012
Statements of net assets available for benefits:
Net assets available for benefits per the financial statements	$	269,416,861		$	265,329,702
Company performance contribution receivable		(4,008,725	)		(3,947,184	)
Corrective distributions payable at December 31		41,542			17,393
Adjustment from fair value to contract value for fully benefit-responsive stable value fund		544,415			1,181,279
Rounding		1			—

Net assets available for benefits per the Form 5500 — at fair value	$	265,994,094		$	262,581,190


Statement of changes in net assets available for benefits:
Increase in net assets per the financial statements	$	4,087,159
Increase in Company performance contribution receivable		(61,541	)
Increase in corrective distributions payable at December 31		24,149
Net change in adjustment from fair value to contract value		(636,864	)
Rounding		1

Changes in net assets available for benefits per Form 5500	$	3,412,904

******

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SUPPLEMENTAL SCHEDULE

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Identity of Issuer, Borrower,

Lessor, or Similar Party

Description of Investment,

Including Maturity Date,

Rate of Interest, Collateral,

Par, or Maturity Value

Cost**

Current
Value

SHARES OF REGISTERED INVESTMENT COMPANIES:

PIMCO

Total Return Institutional Fund

—

19,603

Vanguard

Total Bond Market Signal

1,851

DFA

Emerging Market Core Equity Fund

22,527

Vanguard

Total International Stock Signal

20,529

Harbor International Fund

Institutional Class

9,085,470

T. Rowe Price Investment Services, Inc.

TRP Dividend Growth Fund

22,855,537

American Beacon Advisors, Inc.

ABF Large Cap Value Institutional

2,059,535