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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

(Mark One)

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

For the Fiscal Year Ended December 31, 2014.

 

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

For the transition period from                      to                     .

Commission File Number 001-05647

 

 

 

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

MATTEL, INC. PERSONAL INVESTMENT PLAN

 

 

 

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

MATTEL, INC.

333 Continental Boulevard

El Segundo, California 90245-5012

 

 

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

December 31, 2014 and 2013

 

		Page
Report of Independent Registered Public Accounting Firm			1
Financial Statements:
Statements of Net Assets Available for Benefits at December 31, 2014 and 2013			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2014			3
Notes to Financial Statements			4-10
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2014			11-23
Exhibit:
23.0 Consent of Independent Registered Public Accounting Firm			25

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Report of Independent Registered Public Accounting Firm

To the Administrator of

Mattel, Inc. Personal Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Mattel, Inc. Personal Investment Plan (the “Plan”) at December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The supplemental schedule of assets (held at end of year) at December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the schedule of assets (held at end of year) is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

June 19, 2015

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MATTEL, INC. PERSONAL INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

		December 31, 2014				December 31, 2013
		(In thousands)
ASSETS
Investments		$	948,677			$	933,746
Receivables:
Notes receivable from participants			8,704				9,157
Employer contributions			996				874
Participant contributions			1,052				958
Due from brokers for securities sold			1,866				477
Interest and dividends			342				266
Transfer of assets into plan			7,198				—
Total receivables			20,158				11,732
Total assets			968,835				945,478
LIABILITIES
Accrued expenses			437				256
Due to brokers for securities purchased			1,922				728
Total liabilities			2,359				984
Net assets available for benefits, at fair value			966,476				944,494
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(2,460	)			(760	)
Net assets available for benefits		$	964,016			$	943,734

The accompanying notes are an integral part of these financial statements.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2014

 

		(In thousands)
Additions
Investment income:
Net appreciation in fair value of investments		$	34,078
Interest and dividends			8,331
Total investment income			42,409
Interest income on notes receivable from participants			340
Contributions:
Employer			28,811
Participant			33,939
Total contributions			62,750
Total additions			105,499
Deductions
Benefits paid to participants			(90,874	)
Administrative expenses			(1,541	)
Total deductions			(92,415	)
Net increase before transfer of assets			13,084
Transfer of assets into plan			7,198
Net increase			20,282
Net assets available for benefits:
Beginning of year			943,734
End of year		$	964,016

The accompanying notes are an integral part of these financial statements.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

 

1.	General Description of the Plan

The Mattel, Inc. Personal Investment Plan (the “Plan” or “PIP”) was established by Mattel, Inc. (the “Company”) effective November 1, 1983. The PIP is a contributory thrift savings form of a defined contribution plan that covers non-union employees of the Company and certain of its subsidiaries.

The Plan is sponsored and administered by the Company, acting by and through the Administrative Committee. The Plan’s assets are held by Wells Fargo Bank, N.A. (“Wells Fargo” or the “Trustee”) and the recordkeeper is Aon Hewitt.

On April 30, 2014, the Company acquired MEGA Brands Inc., (“MEGA Brands”). On December 31, 2014, the Company merged the MEGA Brands America 401(k) Savings Plan (“MEGA Brands 401(k) Plan”) with and into the Plan. The MEGA Brands employees that were participants of the MEGA Brands 401(k) Plan as of December 31, 2014 became participants of the Plan as of January 1, 2015.

Eligibility

Employees of the Company and certain of its subsidiaries are generally eligible to participate in the Plan immediately upon their hire date if they are full-time or part-time employees of the Company or certain of its subsidiaries and are age 20 or older, except that American Girl retail store employees age 20 or older are eligible to participate in the PIP after a 90-day waiting period has been completed and American Girl variable employees are not eligible to participate.

Contributions

For Plan participants, excluding participants who are also participating in the Mattel Cash Balance Plan, the Company makes automatic contributions ranging from three percent to eight percent of compensation based on participants’ ages, regardless of whether the participants elect to personally contribute to the Plan. For all Plan participants, the Company makes matching contributions equal to 100 percent of the first two percent of compensation and 50 percent of the next four percent of compensation contributed by participants. Plan participants who are not classified as “highly compensated employees” under the Internal Revenue Code may contribute up to an additional 74 percent of compensation, with no matching contributions by the Company. Plan participants who are classified as “highly compensated employees” may contribute up to an additional 14 percent of compensation, with no matching contributions by the Company.

The Plan includes provisions for automatic enrollment and re-enrollment of participants and automatic increases in participant contributions. Under these provisions, each employee is automatically enrolled for contributions upon his or her commencement of employment equal to two percent of his or her compensation. In addition, the contribution election of each participant who has elected (or who has been automatically enrolled) to contribute less than six percent of his or her compensation is automatically increased by two percent as of the first April that is at least 90 days after the participant has elected (or who has been automatically enrolled) to contribute to the Plan. The automatic two percent increase continues on each subsequent April until the participant’s contribution level reaches six percent of compensation. A participant may affirmatively elect to override the automatic enrollment and automatic contribution increases at any time.

All contributions made to the Plan are subject to annual limitations imposed by the Internal Revenue Code.

Plan participants are able to direct all contributions into one or more of the 15 separate investment funds available under the Plan in 2014 and 2013, including a fund that is invested primarily in the Company’s common stock (the “Mattel, Inc. stock fund”). Participants may not invest more than 25 percent of the contributions made to their accounts in the Mattel, Inc. stock fund or transfer more than 25 percent of their account balances to the Mattel, Inc. stock fund. Participants are not required to allocate any funds to the Mattel, Inc. stock fund, allowing them to limit or eliminate their exposure to market changes in the Company’s stock price.

Vesting

Participants are immediately vested in their contributions plus earnings thereon. Participants vest in the Company’s contributions plus earnings thereon after three years of credited service. Participants become fully vested in the balance of their accounts while an employee upon attainment of age 65, total and permanent disability or death.

 

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Notes Receivable from Participants

Participants may borrow from their accounts a minimum of $2,000 and a maximum equal to the lesser of $50,000 less the highest outstanding loan balance in the last 12 months or 50 percent of the vested balance of their accounts. Loan terms generally range from one to five years but can range from one to fifteen years if the loan proceeds are used for the purchase of a primary residence. The loans are secured by the vested balance of accounts and bear interest at the prime rate plus one percent, set at the beginning of the month in which the loan is granted, and is fixed for the duration of the loan. Annual interest rates on loans outstanding for the Plan ranged from 4.25 to 9.25 percent at December 31, 2014 and 4.25 to 10.50 percent at December 31, 2013. Principal and interest are paid ratably through payroll deductions.

Participant Accounts

Participant accounts are credited with the participants’ contributions and allocations of (a) the Company’s contributions and (b) the Plan’s earnings. The Company’s contributions are invested in the Plan’s investment funds based on the investment fund percentages chosen by participants for their contributions. Allocations of the Plan’s earnings are based on the funds’ earnings and the percentage of the funds the participants choose to hold. Nonvested account balances of participants who terminate employment are forfeited and used to reduce Company contributions in the future. Forfeitures used to reduce Company contributions in 2014 were approximately $1,733,000.

Payment of Benefits

Participants or beneficiaries of participants who terminate employment due to retirement, disability, death, or other reasons are allowed to receive a lump-sum payment equal to the vested balance of their account or installment payments over a period of five, ten, or fifteen years, unless the distributable benefit is less than $1,000, in which case the payment is made in a lump sum.

Expenses of the Plan

Investment manager expenses are allocated to the funds and paid by the Plan, with all other expenses paid by the Company.

 

2.	Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Investment contracts held by the Plan are reported at fair value. However, contract value is the relevant measurement attribute for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statements of net assets available for benefits present the fair value of the investment contracts, as well as adjustments from fair value to contract value for fully benefit-responsive investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.

Valuation of Investments

The Plan’s investments are stated at fair value and are valued as follows:

The Plan’s investments in the common and commingled trust funds, short-term investment fund, and mutual fund are valued at the net asset value of shares held. In general, there are no restrictions as to the redemption of these funds, nor does the Plan have any contractual obligations to further invest in any of these funds. In addition, these funds have daily liquidity with trades settling between one and three days and are fully benefit-responsive to participant transactions at the measurement date. Investments in common stock, including the Company’s common stock, are valued using quoted market prices reported on the active market upon which the individual securities are traded. The stable asset fund holds primarily guaranteed investment contracts (“GICs”) and synthetic guaranteed investment contracts (“synthetic GICs”). The fair value of the GICs is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations, considering the credit worthiness of the issuer. The fair value of the synthetic GICs is determined based on the fair value of the individual underlying securities, which are primarily composed of high-quality fixed income securities and a collective trust fund. The fair value of the fixed income securities is determined based on valuations provided by an independent pricing service, which uses multiple valuation techniques that incorporate available market information and proprietary valuation models, which consider market characteristics, such as benchmark yield curve, credit spreads, estimated default rates and other security features. The fair value of the collective trust fund is based on the net asset value of shares held. The fair value of the synthetic GICs’ wrapper contract is determined using a market approach discounting methodology, which incorporates the difference between current market level rates for contract wrap fees and the wrap fee being charged.

 

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In determining the net assets available for benefits, the GICs and synthetic GICs are considered to be fully benefit-responsive and thus adjusted to contract value, which is equal to the principal balance plus accrued interest. Full or partial Plan sponsor-directed redemptions or terminations of the GICs and synthetic GICs may be delayed for up to 30 days.

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 reclassified as deemed distributions based on the terms of the Plan document. No allowance for credit losses was recorded as of December 31, 2014 or 2013.

Contributions

Company and participant contributions are reported in the financial statements in the period in which the related employee services are rendered. Participant rollover contributions are reported as participant contributions in the financial statements.

Income Recognition

The net appreciation or depreciation in investment values during the period is reflected in the statement of changes in net assets available for benefits. The net appreciation or depreciation includes realized gains and losses on investments sold during the period and unrealized gains and losses on investments held. Securities transactions are recorded on the transaction date. Interest income is recorded on the accrual basis as earned. Dividend income is recorded on the ex-dividend date.

Payment of Benefits

Benefit payments are recorded in the period in which the benefit payments occur. Benefits that are due to participants but remained unpaid at December 31, 2014 and December 31, 2013 totaled $1,186,000 and $161,000, respectively.

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 statements of net assets available for benefits. Market values of the Plan’s investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

3.	Investment Contracts

The Plan holds both GICs and synthetic GICs. These contracts are managed by Morley Capital Management, Inc. (“Morley”). The GICs are issued with a fixed crediting rate and a fixed maturity that does not change over the life of the contract. The synthetic GICs are wrap contracts paired with underlying investments, primarily consisting of high-quality fixed income securities owned by the Plan. The synthetic GICs provide for a variable crediting rate, based on current yields of the underlying assets, and do not have a final stated maturity date. The crediting rate typically re-sets on a monthly basis with a one-month look-back for the underlying investment portfolio statistics. The primary variables impacting future crediting rates include current yield of the investments within the contract, duration of the investments covered by the contract, and the existing difference between the fair value and the contract value of the investments within the contract.

For synthetic GICs, the contract issuers guarantee a minimum zero percent crediting rate.

The average yield earned on the underlying investments equaled approximately 2% and 1% in 2014 and 2013, respectively. The average yield earned, reflecting actual crediting rates to participants, equaled approximately 2% and 1% in 2014 and 2013, respectively.

 

 

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As described in Note 2, because the GICs and synthetic GICs held are fully benefit-responsive, contract value is the relevant measurement attribute for the portion of the net assets available for benefits attributable to the GICs and synthetic GICs. Contract value, as reported to the Plan by Morley, 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. At December 31, 2014 and 2013, no reserves are considered necessary for any potential credit risk or other risk to the contract value of the investments. The contract issuers guarantee that all qualified participant withdrawals will occur at contract value, subject to the events described in the following paragraph.

Certain events limit the ability of the Plan to transact at contract value with the insurance company and the financial institution issuer. Such events may include, but are not limited to: (1) amendments to the Plan’s documents (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’s sponsor or other Plan sponsor events that cause a significant withdrawal from the Plan, or (4) the failure of the Plan’s trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act. The Plan’s administrator does not believe that the occurrence of any such event, which would limit the Plan’s ability to transact at contract value with participants, is probable. Certain events allow issuers to terminate GIC and synthetic GIC wrap contracts with the Plan and settle at an amount different from the contract value. Such events may include, but are not limited to: (1) management of the portfolio which is not in accordance with investment guidelines, (2) breach of any material obligation under the wrap contract, (3) any representation or warranty made by the contract holder that becomes untrue in any material way, (4) replacement of the advisor without prior consent of the issuer, (5) termination of fund, (6) fund ceases to qualify as a group trust or the Plan ceases to meet the appropriate tax qualifications, or (7) the wrap contract becomes a prohibited transaction within the meaning of Section 406 of the Employee Retirement Income Security Act.

 

4.	Tax Status of the Plan

The Internal Revenue Service (the “IRS”) has determined and informed the Company by a letter dated May 20, 2014, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the “Code”). The Plan has been amended since receiving the determination letter, however, the Company and the Plan’s counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the Code and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.

US GAAP requires the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. 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 2011.

 

5.	Related-Party Transactions

The Company and Wells Fargo are parties-in-interest. The Plan’s investment managers include BlackRock Financial Management, Institutional Capital Management, Morley, Northern Trust Company, Pyramis Global Advisors, PIMCO, and Lazard Asset Management, which are also parties-in-interest. A statutory exemption exists for transactions with these parties-in-interest.

The Plan had transactions in the common stock of the Company and the Wells Fargo Short-Term Investment Fund, which is managed by Wells Fargo. During 2014, purchases and sales of the Company’s common stock totaled $4,864,000 and $10,425,000, respectively, and the purchases and sales of Wells Fargo Short-Term Investment Fund shares totaled $109,807,000 and $108,785,000, respectively.

 

6.	Plan Termination

The Company anticipates the Plan will continue without interruption but reserves the right to discontinue the Plan. In the event such discontinuance results in the termination of the Plan, participants will become 100 percent vested in their accounts.

 

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7.	Investments

The following investments individually represent five percent or more of the Plan’s net assets (in thousands):

 

		December 31, 2014				December 31, 2013
S&P 500 Equity Index Fund		$	170,397			$	153,117
Wilshire 4500 Equity Index Fund			65,476				63,582
Intermediate Bond Index Fund			65,125				(a)
International Equity Index Fund			64,856				61,628
LifePath 2040 Index Fund			57,361				(a)
Prudential Trust Co. Collective Trust at fair value (contract value of $47,396,000 and $51,335,000, respectively)			48,717				51,687
Mattel, Inc. stock fund			(b)				47,684

 

(a)

The Intermediate Bond Index Fund and LifePath 2040 Index Fund did not represent five percent or more of the Plan’s net assets at December 31, 2013.

(b)

The Mattel, Inc. stock fund did not represent five percent or more of the Plan’s net assets at December 31, 2014.

The Plan’s investments include realized gains and losses on investments sold and unrealized gains and losses on investments held. The Plan’s investments appreciated during the year ended December 31, 2014 as follows (in thousands):

 

Common and commingled trust funds		$	31,877
Mutual fund			2,349
Common stock			(148	)
Net appreciation in fair value of investments		$	34,078

The Company has directed the Trustee to invest any excess cash balances in the Wells Fargo Short-Term Investment Fund, which is a diversified portfolio of short-term investment securities.

 

8.	Fair Value Measurements

The following tables present information about the Plan’s assets and liabilities measured and reported in the financial statements at fair value and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. The three levels of the fair value hierarchy are as follows:

 

•

Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

 

•

Level 2—Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

 

•

Level 3—Valuations based on inputs that are unobservable, supported by little or no market activity, and that are significant to the fair value of the assets or liabilities.

 

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Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Plan’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The Plan’s assets measured and reported in the financial statements at fair value on a recurring basis include the following (in thousands):

 

		December 31, 2014
		Level 1				Level 2				Level 3				Total
Investments:
Short-term investment fund		$	—			$	20,265			$	—			$	20,265
Common stock:
Large Cap			104,678				—				—				104,678
Small/Mid Cap			67,197				—				—				67,197
Mattel, Inc. common stock			26,211				—				—				26,211
Total common stock			198,086				—				—				198,086
Common and commingled trust funds:
S&P 500 Equity Index Fund			—				170,397				—				170,397
Wilshire 4500 Equity Index Fund			—				65,476				—				65,476
Intermediate Bond Index Fund			—				65,125				—				65,125
International Equity Index Fund			—				64,856				—				64,856
LifePath 2040 Index Fund			—				57,361				—				57,361
LifePath 2030 Index Fund			—				47,808				—				47,808
LifePath 2020 Index Fund			—				37,594				—				37,594
LifePath Retirement Index Fund			—				25,535				—				25,535
International Equity Fund			—				13,389				—				13,389
Total common and commingled trust funds			—				547,541				—				547,541
Income mutual fund			4,175				—				—				4,175
Synthetic guaranteed investment contracts			—				166,438				—				166,438
Guaranteed investment contracts			—				—				12,172				12,172
Total investments		$	202,261			$	734,244			$	12,172			$	948,677

 

		December 31, 2013
		Level 1				Level 2				Level 3				Total
Investments:
Short-term investment fund		$	—			$	25,722			$	—			$	25,722
Common stock:
Large Cap			103,455				—				—				103,455
Small/Mid Cap			66,698				—				—				66,698
Mattel, Inc. common stock			47,684				—				—				47,684
Total common stock			217,837				—				—				217,837
Common and commingled trust funds:
S&P 500 Equity Index Fund			—				153,117				—				153,117
Wilshire 4500 Equity Index Fund			—				63,582				—				63,582
International Equity Index Fund			—				61,628				—				61,628
LifePath 2040 Index Fund			—				46,760				—				46,760
LifePath 2030 Index Fund			—				44,343				—				44,343
Intermediate Bond Index Fund			—				38,108				—				38,108
LifePath 2020 Index Fund			—				34,857				—				34,857
LifePath Retirement Index Fund			—				20,420				—				20,420
International Equity Fund			—				12,776				—				12,776
LifePath 2015 Index Fund			—				4,988				—				4,988
Total common and commingled trust funds			—				480,579				—				480,579
Long-term US government bond mutual fund			22,911				—				—				22,911
Synthetic guaranteed investment contracts			—				174,606				—				174,606
Guaranteed investment contracts			—				—				12,091				12,091
Total investments		$	240,748			$	680,907			$	12,091			$	933,746

 

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There have been no changes in the valuation methodologies used to value the Plan’s assets at fair value at December 31, 2014 and 2013.

The following table presents a reconciliation of the beginning and ending balances of investments measured and reported using Level 3 inputs for the years ended December 31, 2014 and 2013:

 

		Level 3
		(In thousands)
Balance at December 31, 2013		$	12,091
Net appreciation in fair value			81
Balance at December 31, 2014		$	12,172

 

9.	Differences between Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits at December 31, 2014 and 2013 per the Plan financial statements to the Form 5500 (in thousands):

 

		2014				2013
Net assets available for benefits per the financial statements		$	964,016			$	943,734
Adjustments from contract value to fair value for fully benefit-responsive investment contracts			2,460				760
Benefits due to participants but unpaid at year-end			(1,186	)			(161	)
Loans classified as uncollectible per the Form 5500			(97	)			(90	)
Net assets available for benefits per the Form 5500		$	965,193			$	944,243

The following is a reconciliation of the net increase in the net assets available for benefits per the Plan financial statements to the Form 5500 (in thousands):

 

		2014
Net increase in net assets available for benefits per the financial statements		$	20,282
Adjustments from contract value to fair value for fully benefit-responsive investment contracts			1,700
Benefits due to participants but unpaid at year-end			(1,025	)
Deemed distributions of participant loans per the Form 5500			(7	)
Net increase in net assets available for benefits per the Form 5500		$	20,950

 

10.	Subsequent Events

In preparing these financial statements, the Plan evaluated the events and transactions that occurred between December 31, 2014 and the date these financial statements were issued.

 

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MATTEL, INC. PERSONAL INVESTMENT PLAN

EIN: 95-1567322 PN: 002

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

At December 31, 2014

 

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Common and Commingled Trust Funds:
*		BGI Equity Index Fund		2,228,000 shares		104,164,000			170,397,000
*		BGI Intermediate Government/Corp Fund		2,585,000 shares		60,926,000			65,125,000
*		BGI Lifepath Index 2020 Fund		2,259,000 shares		30,444,000			37,594,000
*		BGI Lifepath Index 2030 Fund		2,830,000 shares		37,350,000			47,808,000
*		BGI Lifepath Index 2040 Fund		3,345,000 shares		45,872,000			57,361,000
*		BGI Lifepath Index Retirement		1,545,000 shares		22,815,000			25,535,000
*		Northern Trust Wilshire 4500		125,000 shares		46,663,000			65,476,000
*		Northern Trust EAFE (Index) Fund		4,864,000 shares		65,983,000			64,856,000
*		Pyramis Select International Fund		88,000 shares		12,286,000			13,389,000
		Total							547,541,000
		Common Stocks:
		Acco Brands Corp		28,000 shares		189,000			252,000
		Ace Limited		18,000 shares		1,283,000			2,045,000
		Actavis Plc		4,000 shares		1,079,000			1,068,000
		Actuant Corp-Cl A		29,000 shares		924,000			787,000
		Advance Auto Pts Inc		7,000 shares		600,000			1,038,000
		Advanced Drainage Systems		32,000 shares		525,000			738,000
		Air Lease Corp		31,000 shares		994,000			1,056,000
		Alaska Air Group Inc		12,000 shares		341,000			738,000
		Altra Holdings Inc		30,000 shares		944,000			847,000
		American Tower Corp		16,000 shares		1,343,000			1,626,000
		Ameriprise Finl Inc		20,000 shares		2,350,000			2,612,000
		Applied Indl Technologies		16,000 shares		739,000			713,000
		Aratana Therapeutics Inc		33,000 shares		554,000			585,000
		Arch Capital Group Ltd		21,000 shares		930,000			1,247,000
		Asml Holding Nv-Ny Reg Sh		17,000 shares		1,628,000			1,779,000
		B/E Aerospace, Inc.		10,000 shares		395,000			595,000
		Bank Of America Corp		223,000 shares		3,273,000			3,993,000
		Blackhawk Network Hldgs I		37,000 shares		947,000			1,434,000
		Bloomin’ Brands Inc		28,000 shares		612,000			704,000
		Boeing Co		32,000 shares		3,818,000			4,185,000
		Bristol Myers Squibb Co		31,000 shares		1,621,000			1,830,000
		Broadcom Corporation Com		25,000 shares		1,025,000			1,092,000
		Broadsoft Inc		34,000 shares		860,000			978,000
		Brookdale Sr Living Inc		33,000 shares		895,000			1,210,000
		Cameron Intl Corp		31,000 shares		1,756,000			1,523,000
		Carter Holdings		10,000 shares		725,000			893,000
		Cboe Holdings Inc		16,000 shares		875,000			1,029,000
		Chicos Fas Inc Com		56,000 shares		901,000			910,000
		Circor International Inc		8,000 shares		498,000			452,000
		Citigroup Inc.		59,000 shares		2,135,000			3,201,000
		Cohen & Steers Inc		21,000 shares		880,000			870,000
		Comcast Corp Class A		89,000 shares		4,641,000			5,143,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Covidien Plc		33,000 shares		2,026,000			3,396,000
		Dct Industrial Trust Inc		28,000 shares		872,000			981,000
		Dicks Sporting Goods Inc		7,000 shares		354,000			353,000
		Drew Industries Inc		9,000 shares		383,000			444,000
		East West Bancorp Inc		32,000 shares		863,000			1,227,000
		Echo Global Logistics Inc		23,000 shares		388,000			683,000
		Emcor Group Inc		21,000 shares		881,000			922,000
		Encana Corp		64,000 shares		1,337,000			888,000
		Exelon Corporation		56,000 shares		1,949,000			2,073,000
		Express Scripts Holding Co		31,000 shares		2,295,000			2,646,000
		Extra Space Storage Inc		24,000 shares		795,000			1,381,000
		FLIR Systems Inc		33,000 shares		894,000			1,055,000
		Fmsa Holdings Inc		74,000 shares		927,000			511,000
		Ford Motor Company		121,000 shares		1,684,000			1,882,000
		Fox Factory Holding Corp		35,000 shares		484,000			570,000
		General Electric Co		182,000 shares		3,572,000			4,589,000
		Goldman Sachs Group Inc		17,000 shares		2,928,000			3,363,000
		Great Western Bancorp Inc		32,000 shares		584,000			736,000
		Hollyfrontier Corp		16,000 shares		686,000			603,000
		Honeywell International I		34,000 shares		1,751,000			3,347,000
		Houghton Mifflin Harcourt		39,000 shares		770,000			803,000
		Hyatt Hotels Corp		18,000 shares		801,000			1,073,000
		Iberiabank Corp		17,000 shares		1,143,000			1,115,000
		Iconix Brand Group Inc		17,000 shares		382,000			591,000
		Informatica Corp		28,000 shares		910,000			1,062,000
		Intercontinental Exchange		8,000 shares		1,800,000			1,798,000
		Interdigital Inc		17,000 shares		587,000			904,000
		J2 Global Inc		16,000 shares		577,000			976,000
		Johnson Controls Inc		62,000 shares		1,889,000			3,007,000
		Jones Lang Lasalle Inc		7,000 shares		675,000			1,073,000
		Joy Global Inc		10,000 shares		609,000			472,000
		Kapstone Paper And Packag		23,000 shares		481,000			668,000
		Kilroy Realty Corp		18,000 shares		810,000			1,209,000
		Klx Inc		5,000 shares		155,000			212,000
		Koppers Hldgs Inc		26,000 shares		940,000			675,000
		Las Vegas Sands Corp		21,000 shares		1,220,000			1,239,000
		Lasalle Hotel Properties		25,000 shares		795,000			1,004,000
		Liberty Media Corp		33,000 shares		1,138,000			1,142,000
		Lifelock Inc		33,000 shares		473,000			611,000
		Littelfuse Inc Com		8,000 shares		520,000			776,000
*		Mattel Inc		847,000 shares		19,459,000			26,210,000
		Mdc Partners Inc-A		45,000 shares		1,004,000			1,015,000
		Memorial Resource Develop		45,000 shares		987,000			810,000
		Microsemi Corp		30,000 shares		726,000			860,000
		Modine Mfg Co		60,000 shares		739,000			823,000
		Mohawk Industries Inc		7,000 shares		985,000			1,119,000
		Monsanto Co New		31,000 shares		2,599,000			3,644,000
		Mosaic Co		30,000 shares		1,632,000			1,367,000
		Netapp Inc		45,000 shares		1,824,000			1,859,000
		New Jersey Res Corp		20,000 shares		1,055,000			1,235,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Northern Trust Corp		34,000 shares		2,135,000			2,285,000
		Occidental Pete Corp		46,000 shares		4,179,000			3,736,000
		Omnicom Group		34,000 shares		2,445,000			2,603,000
		On Assignment Inc		29,000 shares		828,000			950,000
		Oracle Corporation		68,000 shares		2,445,000			3,049,000
		Orbitz Worldwide Inc		100,000 shares		837,000			825,000
		Owens - Illinois Inc		38,000 shares		1,052,000			1,022,000
		Owens - Illinois Inc		25,000 shares		651,000			683,000
		Pacwest Bancorp		28,000 shares		704,000			1,266,000
		Pattern Energy Group Inc		24,000 shares		580,000			582,000
		Pentair Plc		6,000 shares		399,000			402,000
		Pfizer Inc		130,000 shares		2,375,000			4,040,000
		Phibro Animal Health Corp		28,000 shares		454,000			899,000
		Pnc Financial Services Group Inc		35,000 shares		2,457,000			3,198,000
		Qualcomm Inc		31,000 shares		2,185,000			2,282,000
		Quanta Svcs Inc		24,000 shares		575,000			683,000
		Quintiles Transnational		25,000 shares		1,125,000			1,472,000
		Red Hat Inc		16,000 shares		740,000			1,085,000
		Rovi Corporation		24,000 shares		554,000			537,000
		Schweitzer-Mauduit Intl Inc		22,000 shares		896,000			923,000
		Servicemaster Global Holdings		29,000 shares		522,000			770,000
		Signature Bank		10,000 shares		801,000			1,226,000
		Sirona Dental Systems Inc		8,000 shares		537,000			664,000
		Springleaf Holdings Inc		21,000 shares		435,000			748,000
		Steven Madden Ltd		22,000 shares		749,000			708,000
		Tal Intl Group Inc		13,000 shares		574,000			588,000
		Tenneco Inc		12,000 shares		496,000			665,000
		Texas Instruments Inc		40,000 shares		1,115,000			2,120,000
		Time Inc		44,000 shares		953,000			1,075,000
		Toro Co		13,000 shares		630,000			825,000
		Trimas Corp		28,000 shares		754,000			891,000
		Tronox Ltd-Cl A		36,000 shares		879,000			864,000
		United Bankshares Inc		36,000 shares		1,096,000			1,333,000
		United Therapeutics Corp		7,000 shares		858,000			864,000
		Unitedhealth Group Inc		30,000 shares		1,629,000			3,002,000
		Valeant Pharmaceuticals Intl Inc		18,000 shares		2,221,000			2,512,000
		Vantiv Inc		27,000 shares		862,000			927,000
		Viacom Inc		44,000 shares		2,257,000			3,326,000
		Vodafone Group Plc-Sp Adr		75,000 shares		2,278,000			2,571,000
		Wintrust Financial Corp		20,000 shares		815,000			925,000
		Woodward Inc		16,000 shares		671,000			785,000
		Total							198,086,000
		Traditional Guaranteed Investment Contracts:
		Met Life GAC #32900X		0.81%, due 3/18/2015		4,063,000			4,063,000
		New York Life #GA34397XX		1.00%, due 5/9/2016		4,045,000			4,045,000
		Prudential #G63205211		0.83%, due 7/15/2015		4,064,000			4,064,000
		Total							12,172,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Synthetic Guaranteed Investment Contracts:
		AIG Wrap-Multi Asset (Contract #399892A)
		Aep Texas Central Transition Funding II LLC		5.17%, due 1/1/2018					11,000
		Aep Texas Central Transition Funding III LLC		0.88%, due 12/1/2018					38,000
		Ally Auto Receivables Trust 2014-1		0.97%, due 10/15/2018					15,000
		Ally Auto Receivables Trust 2014-2		1.25%, due 4/15/2019					25,000
		Ally Auto Receivables Trust 2014-SN2		1.03%, due 9/20/2017					20,000
		American Express Credit Account Master Trust		1.26%, due 1/15/2020					5,000
		American Express Credit Account Master Trust		1.49%, due 4/15/2020					5,000
		American Express Credit Account Master Trust		1.43%, due 6/15/2020					25,000
		American Express Credit Corp		2.38%, due 3/24/2017					26,000
		American Express Credit Corp		2.13%, due 3/18/2019					10,000
		American Express Credit Corp		2.25%, due 8/15/2019					10,000
		American Honda Finance Corp		1.13%, due 10/7/2016					5,000
		American Honda Finance Corp		2.13%, due 10/10/2018					5,000
		American Honda Finance Corp		2.25%, due 8/15/2019					40,000
		Anheuser-Busch Inbev Finance Inc		2.15%, due 2/1/2019					20,000
		Anheuser-Busch Inbev Finance Inc		1.13%, due 1/27/2017					20,000
		Bank Of Montreal		1.30%, due 7/15/2016					10,000
		Bank Of Montreal		1.30%, due 7/14/2017					10,000
		Bank Of New York Mellon Corp		1.97%, due 6/20/2017					76,000
		Bank Of New York Mellon Corp		2.20%, due 3/4/2019					5,000
		Bank Of New York Mellon Corp		2.20%, due 5/15/2019					10,000
		Bank Of The West Auto Trust 2014-1		1.09%, due 3/15/2019					10,000
		Barclays Dryrock Issuance Trust		2.41%, due 7/15/2022					20,000
		Barclays Dryrock Issuance Trust		1.48%, due 9/15/2020					20,000
		BB&T Corp		2.45%, due 1/15/2020					10,000
		Berkshire Hathaway Inc		1.55%, due 2/9/2018					50,000
		Berkshire Hathaway Inc		2.10%, due 8/14/2019					10,000
*		Blackrock Inc		6.25%, due 9/15/2017					68,000
		Bottling Group LLC		5.50%, due 4/1/2016					11,000
		BP Capital Markets PLC		1.38%, due 11/6/2017					30,000
		BP Capital Markets PLC		2.24%, due 9/26/2018					10,000
		BP Capital Markets PLC		2.52%, due 1/15/2020					20,000
		Cabela’s Credit Card Master Note Trust		1.45%, due 6/15/2020					20,000
		Canadian Imperial Bank Of Commerce/Canada		1.35%, due 7/18/2016					25,000
		Capital One Multi-Asset Execution Trust		1.48%, due 7/15/2020					25,000
		Cash							9,000
		Caterpillar Financial Services Corp		1.25%, due 11/6/2017					80,000
		Caterpillar Financial Services Corp		1.00%, due 3/3/2017					5,000
		Centerpoint Energy Restoration Bond Co LLC		3.46%, due 8/15/2019					17,000
		Centerpoint Energy Transition Bond Co II LLC		5.17%, due 8/1/2019					9,000
		Charles Schwab Corp		0.85%, due 12/4/2015					75,000
		Charles Schwab Corp		2.20%, due 7/25/2018					17,000
		Chase Issuance Trust		1.15%, due 1/15/2019					12,000
		Chase Issuance Trust		1.26%, due 7/15/2019					10,000
		Chase Issuance Trust		1.38%, due 11/15/2019					40,000
		Chrysler Capital Auto Receivables Trust 2013-A		0.91%, due 4/16/2018					10,000
		Cisco Systems Inc		2.13%, due 3/1/2019					40,000
		CIT Equipment Collateral 2013-VT1		1.13%, due 7/20/2020					35,000
		CIT Equipment Collateral 2014-VT1		1.50%, due 10/21/2019					5,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Citibank Credit Card Issuance Trust		5.65%, due 9/20/2019					66,000
		Citibank Credit Card Issuance Trust		1.02%, due 2/22/2019					35,000
		Citibank Credit Card Issuance Trust		1.23%, due 4/24/2019					20,000
		Citibank Credit Card Issuance Trust		2.15%, due 7/15/2021					25,000
		Citibank Credit Card Issuance Trust		1.73%, due 4/9/2020					35,000
		Citigroup Commercial Mortgage Trust 2013-GC17		1.10%, due 11/10/2046					40,000
		Citigroup Commercial Mortgage Trust 2014-GC23		1.39%, due 7/10/2047					10,000
		Citigroup Commercial Mortgage Trust 2014-GC25		1.49%, due 10/10/2047					20,000
		CNH Equipment Trust 2014-C		1.05%, due 11/15/2019					20,000
		Comm 2012-CCRE2 Mortgage Trust		0.82%, due 8/15/2045					34,000
		Comm 2013-CCRE12 Mortgage Trust		1.30%, due 10/10/2046					64,000
		Comm 2014-CCRE20 Mortgage Trust		1.32%, due 11/10/2047					19,000
		Comm 2014-CCRE20 Mortgage Trust		2.80%, due 11/10/2047					10,000
		Comm 2014-LC17 Mortgage Trust		1.38%, due 10/10/2047					11,000
		Comm 2014-UBS3 Mortgage Trust		1.40%, due 6/10/2047					7,000
		Commercial Mortgage Pass Through Certificates		1.45%, due 12/10/2047					25,000
		ConocoPhillips		5.20%, due 5/15/2018					78,000
		Credit Suisse/New York NY		1.38%, due 5/26/2017					18,000
		Credit Suisse/New York NY		2.30%, due 5/28/2019					15,000
		Deutsche Bank AG/London		1.40%, due 2/13/2017					10,000
		Deutsche Bank AG/London		2.50%, due 2/13/2019					5,000
		Deutsche Bank AG/London		1.35%, due 5/30/2017					5,000
		Discover Card Execution Note Trust		5.65%, due 3/16/2020					22,000
		Discover Card Execution Note Trust		1.22%, due 10/15/2019					20,000
		Discover Card Execution Note Trust		2.12%, due 12/15/2021					25,000
		eBay Inc		2.20%, due 8/1/2019					15,000
		Eli Lilly & Co		1.95%, due 3/15/2019					10,000
		Entergy Gulf States Reconstruction Funding 1 LLC		5.79%, due 10/1/2018					66,000
		Fifth Third Auto Trust 2014-2		0.89%, due 11/15/2018					30,000
		Fifth Third Auto Trust 2014-3		0.96%, due 3/15/2019					10,000
		Freddie Mac Gold Pool		5.00%, due 2/1/2023					180,000
		GE Equipment Transportation LLC Series 2012-2		0.62%, due 7/25/2016					10,000
		GE Equipment Transportation LLC Series 2012-2		0.81%, due 9/24/2020					40,000
		GE Equipment Transportation LLC Series 2013-2		0.92%, due 9/25/2017					25,000
		General Electric Capital Corp		2.30%, due 4/27/2017					93,000
		General Electric Capital Corp		2.30%, due 1/14/2019					10,000
		General Electric Capital Corp		1.25%, due 5/15/2017					10,000
		Golden Credit Card Trust		1.77%, due 1/15/2019					35,000
		GS Mortgage Securities Corp II		0.70%, due 2/10/2046					48,000
		GS Mortgage Securities Trust 2013-Gc16		1.26%, due 11/10/2046					50,000
		GS Mortgage Securities Trust 2014-Gc20		1.34%, due 4/10/2047					27,000
		GS Mortgage Securities Trust 2014-Gc24		1.51%, due 9/10/2047					5,000
		Harley-Davidson Motorcycle Trust 2014-1		1.10%, due 9/15/2019					20,000
		Home Depot Inc		2.00%, due 6/15/2019					5,000
		Hyundai Auto Lease Securitization Trust 2013-B		0.98%, due 10/17/2016					75,000
		Hyundai Auto Receivables Trust 2013-A		0.56%, due 7/17/2017					48,000
		Hyundai Auto Receivables Trust 2014-B		0.90%, due 12/17/2018					10,000
		Illinois Tool Works Inc		0.90%, due 2/25/2017					15,000
		Illinois Tool Works Inc		1.95%, due 3/1/2019					25,000
		International Business Machines Corp		1.95%, due 2/12/2019					15,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		John Deere Capital Corp		1.95%, due 12/13/2018					10,000
		John Deere Capital Corp		1.05%, due 12/15/2016					15,000
		John Deere Capital Corp		1.95%, due 3/4/2019					20,000
		John Deere Capital Corp		1.55%, due 12/15/2017					20,000
		JPMBB Commercial Mortgage Securities Trust 2013-C15		1.23%, due 11/15/2045					20,000
		JPMBB Commercial Mortgage Securities Trust 2014-C21		1.32%, due 8/15/2047					5,000
		JPMBB Commercial Mortgage Securities Trust 2014-C22		1.45%, due 9/15/2047					14,000
		JPMBB Commercial Mortgage Securities Trust 2014-C24		1.54%, due 11/15/2047					10,000
		JPMBB Commercial Mortgage Securities Trust 2014-C25		1.52%, due 11/15/2047					5,000
		JPMorgan Chase & Co		3.15%, due 7/5/2016					52,000
		JPMorgan Chase & Co		1.63%, due 5/15/2018					50,000
		JPMorgan Chase & Co		2.20%, due 10/22/2019					10,000
		JPMorgan Chase Bank Na		6.00%, due 7/5/2017					7,000
		Louisiana Local Government Environmental Facilities & Community Development		1.66%, due 2/1/2022					5,000
		M&T Bank Auto Receivables Trust 2013-1		1.06%, due 11/15/2017					25,000
		Mercedes-Benz Auto Receivables Trust 2014-1		0.87%, due 10/15/2018					10,000
		Midamerican Energy Co		2.40%, due 3/15/2019					5,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C11		1.31%, due 8/15/2046					60,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C8		0.78%, due 12/15/2048					58,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C9		0.83%, due 5/15/2046					37,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2014 C19		1.57%, due 12/15/2047					40,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2014-C18		1.69%, due 10/15/2047					10,000
		National Rural Utilities Cooperative Finance Corp		2.15%, due 2/1/2019					40,000
		Nissan Auto Lease Trust 2014-B		1.12%, due 9/15/2017					15,000
		Oracle Corp		2.25%, due 10/8/2019					20,000
		Paccar Financial Corp		2.20%, due 9/15/2019					25,000
		Porsche Innovative Lease Owner Trust 2014-1		1.03%, due 11/20/2017					20,000
		Roche Holdings Inc		2.25%, due 9/30/2019					15,000
		Royal Bank Of Canada		1.20%, due 1/23/2017					30,000
		Royal Bank Of Canada		2.15%, due 3/15/2019					15,000
		Scentre Group Trust 1 / Scentre Group Trust 2		2.38%, due 11/5/2019					20,000
		Shell International Finance Bv		2.00%, due 11/15/2018					40,000
		Simon Property Group Lp		2.15%, due 9/15/2017					15,000
		Simon Property Group Lp		2.20%, due 2/1/2019					10,000
		State Street Corp		2.88%, due 3/7/2016					72,000
		Sysco Corp		5.38%, due 3/17/2019					17,000
		Target Corp		2.30%, due 6/26/2019					35,000
		Toronto-Dominion Bank		2.13%, due 7/2/2019					25,000
		Toyota Motor Credit Corp		2.13%, due 7/18/2019					15,000
		United States Treasury Note/Bond		1.63%, due 4/30/2019					70,000
		United States Treasury Note/Bond		1.00%, due 9/15/2017					35,000
		United States Treasury Note/Bond		1.50%, due 10/31/2019					130,000
		United States Treasury Note/Bond		0.88%, due 11/15/2017					50,000
		United States Treasury Note/Bond		0.50%, due 11/30/2016					60,000

 

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Table of Contents

(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		United States Treasury Note/Bond		1.50%, due 11/30/2019					264,000
		United States Treasury Note/Bond		1.63%, due 12/31/2019					50,000
		United States Treasury Note/Bond		1.25%, due 10/31/2015					404,000
		United States Treasury Note/Bond		1.38%, due 9/30/2018					180,000
		United States Treasury Note/Bond		1.00%, due 10/31/2016					166,000
		United States Treasury Note/Bond		1.25%, due 1/31/2019					154,000
		United States Treasury Note/Bond		0.75%, due 6/30/2017					839,000
		United States Treasury Note/Bond		0.63%, due 11/30/2017					198,000
		United States Treasury Note/Bond		0.25%, due 5/15/2016					719,000
		United States Treasury Note/Bond		1.00%, due 5/31/2018					307,000
		United States Treasury Note/Bond		0.88%, due 9/15/2016					171,000
		United States Treasury Note/Bond		0.88%, due 6/15/2017					170,000
		US Bancorp/Mn		1.65%, due 5/15/2017					30,000
		US Bancorp/Mn		2.20%, due 4/25/2019					30,000
		USAA Auto Owner Trust 2014-1		0.94%, due 5/15/2019					10,000
*		Wells Fargo & Co		1.50%, due 1/16/2018					40,000
*		Wells Fargo & Co		2.15%, due 1/15/2019					5,000
*		Wells Fargo & Co		2.13%, due 4/22/2019					25,000
		Westpac Banking Corp		2.25%, due 7/30/2018					36,000
		Westpac Banking Corp		1.20%, due 5/19/2017					10,000
*		WFRBS Commercial Mortgage Trust 2014-C20		1.28%, due 5/15/2047					5,000
*		WFRBS Commercial Mortgage Trust 2014-C23		3.19%, due 10/15/2057					31,000
*		WFRBS Commercial Mortgage Trust 2014-C24		1.39%, due 11/15/2047					10,000
*		WFRBS Commercial Mortgage Trust 2014-C25		1.52%, due 11/15/2047					10,000
		Total							7,726,000
		Bank of America Wrap-Multi Asset (Contract #02-069)
		Fannie Mae Pool		5.00%, due 3/1/2023					191,000
		Fannie Mae Remics		4.50%, due 10/25/2025					427,000
		Freddie Mac Remics		4.00%, due 5/15/2019					75,000
		Freddie Mac Remics		4.50%, due 7/15/2025					219,000
		Total							912,000
		Met Life (Contract #GAC32606)
		MetLife MAT Separate Account		1.64%, no due date					30,186,000
		Total							30,186,000
		Transamerica Premier Life Wrap-Multi Asset (Contract #MDA00450TR)
		ABB Finance USA Inc		1.63%, due 5/8/2017					45,000
		Alabama Power Co		5.20%, due 1/15/2016					640,000
		Ally Auto Receivables Trust 2014-1		0.97%, due 10/15/2018					75,000
		Ally Auto Receivables Trust 2014-2		1.25%, due 4/15/2019					155,000
		Ally Auto Receivables Trust 2014-SN1		0.75%, due 2/21/2017					55,000
		Ally Auto Receivables Trust 2014-SN2		1.03%, due 9/20/2017					160,000
		Ally Master Owner Trust		1.60%, due 10/15/2019					180,000
		American Express Credit Account Master Trust		1.26%, due 1/15/2020					100,000
		American Express Credit Account Master Trust		1.49%, due 4/15/2020					60,000
		American Express Credit Account Master Trust		1.43%, due 6/15/2020					85,000
		American Express Credit Corp		2.38%, due 3/24/2017					437,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		American Express Credit Corp		2.13%, due 3/18/2019					65,000
		American Express Credit Corp		2.25%, due 8/15/2019					76,000
		American Honda Finance Corp		1.13%, due 10/7/2016					20,000
		American Honda Finance Corp		2.13%, due 10/10/2018					51,000
		American Honda Finance Corp		2.25%, due 8/15/2019					273,000
		Anheuser-Busch Inbev Finance Inc		2.15%, due 2/1/2019					137,000
		Anheuser-Busch Inbev Finance Inc		1.13%, due 1/27/2017					136,000
		AT&T Inc		1.40%, due 12/1/2017					570,000
		BA Credit Card Trust		5.17%, due 6/15/2019					649,000
		Banc Of America Commercial Mortgage Trust 2006-5		5.38%, due 9/10/2047					26,000
		Banc Of America Merrill Lynch Commercial Mortgage Inc		5.12%, due 10/10/2045					124,000
		Banc Of America Merrill Lynch Commercial Mortgage Inc		5.15%, due 9/10/2047					93,000
		Banc Of America Merrill Lynch Commercial Mortgage Inc		4.67%, due 7/10/2043					212,000
		Bank Of Montreal		1.45%, due 4/9/2018					183,000
		Bank Of Montreal		1.30%, due 7/14/2017					60,000
		Bank Of New York Mellon Corp		1.97%, due 6/20/2017					15,000
		Bank Of New York Mellon Corp		1.30%, due 1/25/2018					398,000
		Bank Of New York Mellon Corp		2.20%, due 3/4/2019					20,000
		Bank Of New York Mellon Corp		2.20%, due 5/15/2019					30,000
		Bank Of The West Auto Trust 2014-1		1.09%, due 3/15/2019					55,000
		Barclays Dryrock Issuance Trust		2.41%, due 7/15/2022					147,000
		Barclays Dryrock Issuance Trust		1.48%, due 9/15/2020					60,000
		BB&T Corp		2.45%, due 1/15/2020					55,000
		Berkshire Hathaway Finance Corp		1.30%, due 5/15/2018					40,000
		Berkshire Hathaway Inc		1.55%, due 2/9/2018					55,000
		Berkshire Hathaway Inc		2.10%, due 8/14/2019					66,000
		BP Capital Markets PLC		1.38%, due 11/6/2017					45,000
		BP Capital Markets PLC		2.24%, due 9/26/2018					61,000
		BP Capital Markets PLC		2.52%, due 1/15/2020					111,000
		Cabela’s Credit Card Master Note Trust		1.45%, due 6/15/2020					121,000
		Canadian Imperial Bank Of Commerce/Canada		1.55%, due 1/23/2018					70,000
		Capital One Multi-Asset Execution Trust		1.48%, due 7/15/2020					135,000
		Cash							82,000
		Caterpillar Financial Services Corp		1.63%, due 6/1/2017					81,000
		CD 2005-CD1 Commercial Mortgage Trust		5.23%, due 7/15/2044					201,000
		Centerpoint Energy Transition Bond Co II LLC		5.17%, due 8/1/2019					46,000
		Centerpoint Energy Transition Bond Co IV LLC		0.90%, due 4/15/2018					71,000
		Centerpoint Energy Transition Bond Co IV LLC		2.16%, due 10/15/2021					141,000
		CFCRE Commercial Mortgage Trust 2011-C2		3.06%, due 12/15/2047					144,000
		Charles Schwab Corp		2.20%, due 7/25/2018					111,000
		Chase Issuance Trust		1.15%, due 1/15/2019					105,000
		Chase Issuance Trust		1.26%, due 7/15/2019					55,000
		Chase Issuance Trust		1.38%, due 11/15/2019					145,000
		Chevron Corp		1.10%, due 12/5/2017					298,000
		Chrysler Capital Auto Receivables Trust 2013-A		0.91%, due 4/16/2018					30,000
		Cisco Systems Inc		2.13%, due 3/1/2019					263,000
		Citibank Credit Card Issuance Trust		5.65%, due 9/20/2019					698,000
		Citibank Credit Card Issuance Trust		1.02%, due 2/22/2019					100,000
		Citibank Credit Card Issuance Trust		1.23%, due 4/24/2019					60,000
		Citibank Credit Card Issuance Trust		1.73%, due 4/9/2020					236,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Citigroup Commercial Mortgage Trust 2013-GC11		0.75%, due 4/10/2046					55,000
		Citigroup Commercial Mortgage Trust 2013-GC15		1.38%, due 9/10/2046					67,000
		Citigroup Commercial Mortgage Trust 2014-GC25		1.49%, due 10/10/2047					103,000
		CNH Equipment Trust 2014-C		1.05%, due 11/15/2019					105,000
		Comm 2012-CCRE2 Mortgage Trust		0.82%, due 8/15/2045					45,000
		Comm 2013-CCRE12 Mortgage Trust		1.30%, due 10/10/2046					162,000
		Comm 2013-LC13 Mortgage Trust		1.31%, due 8/10/2046					64,000
		Comm 2014-CCRE18 Mortgage Trust		1.44%, due 7/15/2047					33,000
		Comm 2014-CCRE19 Mortgage Trust		1.42%, due 8/10/2047					52,000
		Comm 2014-CCRE20 Mortgage Trust		1.32%, due 11/10/2047					136,000
		Comm 2014-CCRE20 Mortgage Trust		2.80%, due 11/10/2047					61,000
		Comm 2014-LC17 Mortgage Trust		1.38%, due 10/10/2047					91,000
		ConocoPhillips Co		1.05%, due 12/15/2017					188,000
		Costco Wholesale Corp		1.13%, due 12/15/2017					134,000
		Credit Suisse/New York Ny		1.38%, due 5/26/2017					103,000
		Credit Suisse/New York Ny		2.30%, due 5/28/2019					70,000
		Deutsche Bank Ag/London		1.40%, due 2/13/2017					50,000
		Deutsche Bank Ag/London		2.50%, due 2/13/2019					31,000
		Deutsche Bank Ag/London		1.35%, due 5/30/2017					50,000
		Discover Card Execution Note Trust		5.65%, due 3/16/2020					128,000
		Discover Card Execution Note Trust		1.67%, due 1/18/2022					138,000
		Discover Card Execution Note Trust		1.22%, due 10/15/2019					80,000
		Discover Card Execution Note Trust		2.12%, due 12/15/2021					130,000
		Discover Card Execution Note Trust		1.39%, due 4/15/2020					95,000
		Duke Energy Carolinas LLC		5.25%, due 1/15/2018					96,000
		Duke Energy Progress Inc		5.30%, due 1/15/2019					97,000
		Ebay Inc		2.20%, due 8/1/2019					110,000
		Eli Lilly & Co		1.95%, due 3/15/2019					71,000
		Entergy Gulf States Reconstruction Funding 1 LLC		5.79%, due 10/1/2018					83,000
		Fannie Mae Pool		3.50%, due 1/1/2026					198,000
		Fannie Mae Pool		4.00%, due 2/1/2026					148,000
		Fannie Mae Pool		3.00%, due 10/1/2026					106,000
		Fannie Mae Pool		3.50%, due 11/1/2026					217,000
		Fannie Mae Pool		3.50%, due 11/1/2026					71,000
		Fannie Mae Pool		3.00%, due 1/1/2027					213,000
		Fannie Mae Pool		3.00%, due 1/1/2027					450,000
		Fannie Mae Pool		4.00%, due 8/1/2026					284,000
		Fannie Mae Pool		3.00%, due 11/1/2027					249,000
		Fannie Mae Pool		3.00%, due 7/1/2027					236,000
		Fannie Mae Pool		2.50%, due 10/1/2027					223,000
		Fannie Mae Pool		2.50%, due 1/1/2028					253,000
		Fannie Mae Pool		2.50%, due 11/1/2027					428,000
		Fannie Mae Pool		4.50%, due 3/1/2023					221,000
		Fannie Mae Pool		3.50%, due 1/1/2026					263,000
		Fannie Mae Pool		2.50%, due 6/1/2027					228,000
		Fannie Mae Pool		2.50%, due 3/1/2027					86,000
		Fannie Mae Pool		2.50%, due 9/1/2027					153,000
		Fannie Mae Pool		2.50%, due 1/1/2028					247,000
		Fannie Mae Pool		2.50%, due 3/1/2028					166,000
		Fannie Mae Pool		2.50%, due 5/1/2028					433,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Fannie Mae Pool		5.50%, due 1/1/2024					146,000
		Fannie Mae Remics		2.00%, due 1/25/2043					200,000
		Fannie Mae Remics		3.50%, due 11/25/2042					367,000
		Fannie Mae Remics		3.00%, due 5/25/2027					244,000
		Fannie Mae Remics		3.00%, due 8/25/2044					116,000
		Fannie Mae-Aces		1.52%, due 12/25/2019					50,000
		Fannie Mae-Aces		1.54%, due 5/25/2022					24,000
		Fannie Mae-Aces		1.36%, due 5/25/2022					75,000
		Fannie Mae-Aces		1.23%, due 9/25/2022					271,000
		Federal National Mortgage Association		0.88%, due 8/28/2017					700,000
		Federal National Mortgage Association		0.50%, due 3/30/2016					504,000
		Fifth Third Auto Trust 2014-2		0.89%, due 11/15/2018					35,000
		Fifth Third Auto Trust 2014-3		0.96%, due 3/15/2019					80,000
		Ford Credit Auto Lease Trust 2014-B		1.10%, due 11/15/2017					20,000
		Ford Credit Auto Owner Trust 2014-A		1.29%, due 4/15/2019					195,000
		Ford Credit Auto Owner Trust 2014-B		1.42%, due 8/15/2019					25,000
		Freddie Mac Gold Pool		2.50%, due 1/1/2028					446,000
		Freddie Mac Gold Pool		5.00%, due 4/1/2022					44,000
		Freddie Mac Gold Pool		4.00%, due 6/1/2024					346,000
		Freddie Mac Gold Pool		2.50%, due 1/1/2028					304,000
		Freddie Mac Gold Pool		4.50%, due 9/1/2026					191,000
		Freddie Mac Gold Pool		2.50%, due 5/1/2027					204,000
		Freddie Mac Gold Pool		2.50%, due 2/1/2028					267,000
		Freddie Mac Gold Pool		2.50%, due 5/1/2028					284,000
		Freddie Mac Gold Pool		5.00%, due 9/1/2020					54,000
		Freddie Mac Gold Pool		4.00%, due 8/1/2024					291,000
		Freddie Mac Gold Pool		3.00%, due 4/1/2027					152,000
		Freddie Mac Gold Pool		3.50%, due 1/1/2029					283,000
		Freddie Mac Gold Pool		4.50%, due 4/1/2025					210,000
		Freddie Mac Gold Pool		3.50%, due 12/1/2025					208,000
		Freddie Mac Gold Pool		3.50%, due 4/1/2026					307,000
		Freddie Mac Gold Pool		4.00%, due 4/1/2021					85,000
		Freddie Mac Gold Pool		3.00%, due 2/1/2027					410,000
		Freddie Mac Gold Pool		3.00%, due 4/1/2027					111,000
		Freddie Mac Gold Pool		2.50%, due 7/1/2027					188,000
		Freddie Mac Gold Pool		3.00%, due 10/1/2027					130,000
		Freddie Mac Gold Pool		3.00%, due 5/1/2029					315,000
		Freddie Mac Remics		2.50%, due 2/15/2033					86,000
		Freddie Mac Remics		2.00%, due 5/15/2033					88,000
		Freddie Mac Remics		3.50%, due 5/15/2041					263,000
		Freddie Mac Remics		3.75%, due 12/15/2043					180,000
		Freddie Mac Remics		3.00%, due 2/15/2029					144,000
		Freddie Mac Remics		3.00%, due 7/15/2044					371,000
		Freddie Mac Remics		4.00%, due 3/15/2033					210,000
		GE Equipment Midticket LLC Series 2013-1		0.95%, due 3/22/2017					45,000
		GE Equipment Small Ticket LLC Series 2014-1		0.95%, due 9/25/2017					155,000
		GE Equipment Transportation LLC Series 2012-2		0.81%, due 9/24/2020					80,000
		GE Equipment Transportation LLC Series 2013-2		0.92%, due 9/25/2017					150,000
		GE Equipment Transportation LLC Series 2014-1		0.97%, due 4/23/2018					135,000
		General Electric Capital Corp		5.63%, due 5/1/2018					119,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		General Electric Capital Corp		2.30%, due 4/27/2017					144,000
		General Electric Capital Corp		1.60%, due 11/20/2017					91,000
		General Electric Capital Corp		2.30%, due 1/14/2019					56,000
		General Electric Capital Corp		1.25%, due 5/15/2017					65,000
		GS Mortgage Securities Trust 2011-GC5		3.0%, due 8/10/2044					206,000
		GS Mortgage Securities Trust 2012-GC6		2.54%, due 1/10/2045					92,000
		GS Mortgage Securities Trust 2014-GC24		1.51%, due 9/10/2047					24,000
		Harley-Davidson Motorcycle Trust 2014-1		1.10%, due 9/15/2019					155,000
		Hewlett-Packard Co		3.00%, due 9/15/2016					368,000
		Home Depot Inc		2.00%, due 6/15/2019					40,000
		Honda Auto Receivables 2012-1 Owner Trust		0.77%, due 1/15/2016					5,000
		Honda Auto Receivables 2014-4 Owner Trust		0.99%, due 9/17/2018					90,000
		Hyundai Auto Lease Securitization Trust 2014-A		1.01%, due 9/15/2017					85,000
		Hyundai Auto Lease Securitization Trust 2014-B		0.98%, due 11/15/2017					105,000
		Hyundai Auto Receivables Trust 2014-A		0.79%, due 7/16/2018					145,000
		Hyundai Auto Receivables Trust 2014-B		0.90%, due 12/17/2018					115,000
		Illinois Tool Works Inc		0.90%, due 2/25/2017					105,000
		Illinois Tool Works Inc		1.95%, due 3/1/2019					151,000
		International Business Machines Corp		5.70%, due 9/14/2017					62,000
		International Business Machines Corp		1.25%, due 2/6/2017					202,000
		International Business Machines Corp		1.95%, due 2/12/2019					116,000
		John Deere Capital Corp		2.00%, due 1/13/2017					139,000
		John Deere Capital Corp		1.05%, due 12/15/2016					85,000
		John Deere Capital Corp		1.95%, due 3/4/2019					115,000
		John Deere Capital Corp		1.55%, due 12/15/2017					136,000
		John Deere Owner Trust 2014-A		0.92%, due 4/16/2018					75,000
		JP Morgan Chase Commercial Mortgage Securities Trust 2005-LDP5		5.24%, due 12/15/2044					211,000
		JP Morgan Chase Commercial Mortgage Securities Trust 2012-C8		1.80%, due 10/15/2045					201,000
		JPMBB Commercial Mortgage Securities Trust 2013-C15		1.23%, due 11/15/2045					69,000
		JPMBB Commercial Mortgage Securities Trust 2014-C21		1.32%, due 8/15/2047					23,000
		JPMBB Commercial Mortgage Securities Trust 2014-C22		1.45%, due 9/15/2047					81,000
		JPMBB Commercial Mortgage Securities Trust 2014-C24		1.54%, due 11/15/2047					68,000
		JPMBB Commercial Mortgage Securities Trust 2014-C25		1.52%, due 11/15/2047					49,000
		JPMorgan Chase & Co		3.15%, due 7/5/2016					308,000
		JPMorgan Chase & Co		2.20%, due 10/22/2019					50,000
		JPMorgan Chase Bank Na		6.00%, due 7/5/2017					51,000
		Louisiana Local Government Environmental Facilities & Community Development		1.66%, due 2/1/2022					61,000
		Mercedes-Benz Auto Lease Trust 2014-A		0.90%, due 12/16/2019					215,000
		Mercedes-Benz Auto Receivables Trust 2014-1		0.87%, due 10/15/2018					20,000
		Merck & Co Inc		1.30%, due 5/18/2018					149,000
		Merrill Lynch Mortgage Trust 2005-LC1		5.29%, due 1/12/2044					27,000
		MidAmerican Energy Co		2.40%, due 3/15/2019					36,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C10		1.39%, due 7/15/2046					136,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C8		0.78%, due 12/15/2048					180,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Morgan Stanley Bank Of America Merrill Lynch Trust 2014-C17		1.55%, due 8/15/2047					28,000
		Morgan Stanley Bank Of America Merrill Lynch Trust 2014-C18		1.69%, due 10/15/2047					88,000
		Morgan Stanley Capital I Trust 2005-HQ6		4.99%, due 8/13/2042					155,000
		Morgan Stanley Capital I Trust 2011-C3		3.22%, due 7/15/2049					67,000
		National Rural Utilities Cooperative Finance Corp		2.15%, due 2/1/2019					268,000
		Nissan Auto Lease Trust 2014-A		1.04%, due 10/15/2019					25,000
		Nissan Auto Lease Trust 2014-B		1.12%, due 9/15/2017					75,000
		Occidental Petroleum Corp		1.50%, due 2/15/2018					60,000
		Oracle Corp		1.20%, due 10/15/2017					190,000
		Oracle Corp		2.25%, due 10/8/2019					137,000
		Paccar Financial Corp		2.20%, due 9/15/2019					186,000
		Pfizer Inc		0.90%, due 1/15/2017					235,000
		Porsche Innovative Lease Owner Trust 2014-1		1.03%, due 11/20/2017					140,000
		Roche Holdings Inc		2.25%, due 9/30/2019					106,000
		Royal Bank Of Canada		1.20%, due 1/23/2017					221,000
		Royal Bank Of Canada		2.15%, due 3/15/2019					106,000
		Sanofi		1.25%, due 4/10/2018					60,000
		Scentre Group Trust 1 / Scentre Group Trust 2		2.38%, due 11/5/2019					139,000
		Shell International Finance Bv		2.00%, due 11/15/2018					136,000
		Simon Property Group Lp		2.15%, due 9/15/2017					118,000
		Simon Property Group Lp		2.20%, due 2/1/2019					51,000
		Sysco Corp		5.38%, due 3/17/2019					126,000
		Target Corp		2.30%, due 6/26/2019					248,000
		Toronto-Dominion Bank		1.40%, due 4/30/2018					214,000
		Toronto-Dominion Bank		2.13%, due 7/2/2019					166,000
		Toyota Auto Receivables 2012-B Owner Trust		0.61%, due 1/16/2018					200,000
		Toyota Auto Receivables 2014-A Owner Trust		1.18%, due 6/17/2019					115,000
		Toyota Motor Credit Corp		1.38%, due 1/10/2018					145,000
		Toyota Motor Credit Corp		2.13%, due 7/18/2019					91,000
		UBS-Barclays Commercial Mortgage Trust 2012-C2		1.01%, due 5/10/2063					71,000
		United States Treasury Note/Bond		1.50%, due 10/31/2019					922,000
		United States Treasury Note/Bond		0.88%, due 11/15/2017					284,000
		United States Treasury Note/Bond		2.25%, due 11/15/2024					111,000
		United States Treasury Note/Bond		0.50%, due 11/30/2016					264,000
		United States Treasury Note/Bond		1.50%, due 11/30/2019					1,129,000
		United States Treasury Note/Bond		1.63%, due 12/31/2019					449,000
		United States Treasury Note/Bond		1.00%, due 10/31/2016					303,000
		United States Treasury Note/Bond		0.88%, due 11/30/2016					1,774,000
		United States Treasury Note/Bond		0.75%, due 6/30/2017					1,136,000
		United States Treasury Note/Bond		0.25%, due 7/15/2015					2,250,000
		United States Treasury Note/Bond		0.63%, due 11/30/2017					198,000
		United States Treasury Note/Bond		1.00%, due 5/31/2018					882,000
		United States Treasury Note/Bond		0.88%, due 9/15/2016					957,000
		United States Treasury Note/Bond		0.88%, due 6/15/2017					725,000
		United Technologies Corp		1.80%, due 6/1/2017					81,000
		US Bancorp/Mn		1.65%, due 5/15/2017					177,000
		US Bancorp/Mn		2.20%, due 4/25/2019					212,000
		USAA Auto Owner Trust 2014-1		0.94%, due 5/15/2019					125,000

 

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(a)		(b) Identity of Issuer, Borrower, Lessor or Similar Party		(c) Description of Investment, including Maturity Date, Rate of Interest, Collateral, Par, or Maturity  Value		(d) Cost		(e) Current Value
		Volkswagen Auto Lease Trust 2014-A		0.99%, due 7/20/2018					15,000
		Wachovia Bank Commercial Mortgage Trust Series 2005-C21		5.24%, due 10/15/2044					74,000
*		Wells Fargo & Co		2.10%, due 5/8/2017					168,000
*		Wells Fargo & Co		1.50%, due 1/16/2018					411,000
*		Wells Fargo & Co		2.15%, due 1/15/2019					51,000
*		Wells Fargo & Co		2.13%, due 4/22/2019					191,000
		Westpac Banking Corp		2.25%, due 7/30/2018					118,000
		Westpac Banking Corp		1.20%, due 5/19/2017					45,000
*		WFRBS Commercial Mortgage Trust 2012-C7		2.30%, due 6/15/2045					83,000
*		WFRBS Commercial Mortgage Trust 2013-C16		1.41%, due 9/15/2046					64,000
*		WFRBS Commercial Mortgage Trust 2014-C20		1.28%, due 5/15/2047					18,000
*		WFRBS Commercial Mortgage Trust 2014-C23		3.19%, due 10/15/2057					239,000
*		WFRBS Commercial Mortgage Trust 2014-C24		1.39%, due 11/15/2047					39,000
*		WFRBS Commercial Mortgage Trust 2014-C25		1.52%, due 11/15/2047					194,000
		Total							48,990,000
		Principal Life Insurance Wrap (Contract #GA8-9578)
*		Morley Stable Income Bond Fund		1.31%, no due date					29,907,000
		Total							29,907,000
		Prudential Insurance Wrap (Contract #GA-62237)
		Prudential Trust Co Collective Trust		2.27%, no due date					48,717,000
		Total							48,717,000
		Mutual Fund:
*		PIMCO Income Institutional Fund		339,000 shares					4,175,000
		Interest Bearing Cash:
*		Wells Fargo Short-Term Investment Fund		Investment Fund S; 18,976,000 units		18,976,000			18,976,000
*		Wells Fargo Short-Term Investment Fund		Investment Fund N; 1,289,000 units		1,289,000			1,289,000
		Total							20,265,000
		Total Investments at Fair Value						$	948,677,000
		Notes Receivable from Participants:
				Interest rates: 4.25%-9.25%
*		Notes Receivable from Participants		Maturity dates: 1/3/2015-12/20/2029				$	8,704,000

 

*	Party-in-interest

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				Mattel, Inc. Personal Investment Plan
Date: June 19, 2015				By:		/s/ Mandana Sadigh
						Mandana Sadigh Senior Vice President and Treasurer Mattel, Inc.

 

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