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FORM 5500 DATA

Latham & Watkins 401k Savings and Profit Sharing Plan

Overview

Plan Information

  • Plan Year01/01/2017 — 12/31/2017
  • Date of Plan02/01/1964
  • Net Assets as of 12/31/2017 $1,605,581,703
  • Plan Number1
  • Plan Type Single Employer
  • Is the plan collectively bargained? No
  • Did the plan file for an extension of time or the DFVC Program?Yes
  • Plan Funding Arrangement Trust
  • Plan Benefit Arrangement Trust

Participant Information as of 12/31/2017

  • Active (Eligible) Participants3,370
  • Retired or separated participants receiving benefits0
  • Other retired or separated participants entitled to future benefits1,945
  • Subtotal5,315
  • Deceased participants whose beneficiaries are receiving or are entitled to receive benefits4
  • Total5,319
  • Total number of participants as of 01/01/20175,111
  • Number of participants with account balances5,244
  • Number of participants that terminated employment during the plan year with accrued benefits that were less than 100% vested0

Expenses

  • Total Benefit Payments$0
  • Corrective Distributions$0
  • Administrative Service Providers$0
  • Other Expenses$0
  • Total Expenses$0
  • Total Transfers$0

Sponsor Information

  • Address555 West Fifth Street, Suite 800
  • CityLos Angeles
  • StateCA
  • Zip90013-1021
  • Telephone(212) 906-1200
  • EIN95-2018373
  • Industry Code541110
  • Named AdministratorLeeann Black

Audit Information

  • Audit StatusAudited
  • AuditorHolthouse Carlin & Van Trigt LLP
  • Auditor EIN95-4345526
  • Audit Opinion Disclaimer
  • Audit TypeLimited Scope Audit

Benefits Provided Under the Plan

Code Benefit Description
2E Profit-sharing A defined contribution plan that allows employer discretionary contributions. These plans often contain a 401(k) feature.
2F ERISA section 404(c) Plan This plan, or any part of it is intended to meet the conditions of 29 CFR 2550.404c-1.
2G Total participant-directed account plan Participants have the opportunity to direct the investment of all the assets allocated to their individual accounts, regardless of whether 29 CFR 2550.404c-1 is intended to be met.
2J Code section 401(k) feature A cash or deferred arrangement described in Code section 401(k) that is part of a qualified defined contribution plan that provides for an election by employees to defer part of their compensation or receive these amounts in cash.
2R Brokerage Window Participant-directed brokerage accounts provided as an investment option under the plan.
2S Automatic Enrollment Plan provides for automatic enrollment in plan that has employee contributions deducted from payroll.
2T Participant-directed Account Total or partial participant-directed account plan - plan uses default investment account for participants who fail to direct assets in their account.

Questions and Answers

Question Answer Amount
During the plan year did the employer fail to transmit to the plan any participant contributions within the time period described in 29 CFT 2510.3-102? No
Were any loans by the plan or fixed income obligations due the plan in default as of the close of plan year or classified during the year as uncollectible? Disregard participant loans secured by participant's account balance. No
Were any leases to which the plan was a party in default or classified during the year as uncollectible? No
Were there any nonexempt transactions with any party-in-interest? No
Was this plan covered by a fidelity bond? Yes $25,000,000
Did the plan have a loss, whether or not reimbursed by the plan's fidelity bond, that was caused by fraud or dishonesty? No
Did the plan hold any assets whose current value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan receive any noncash contributions whose value was neither readily determinable on an established market nor set by an independent third party appraiser? No
Did the plan have assets held for investment? Yes
Were any plan transactions or series of transactions in excess of 5% of the current value of plan assets? No
Were all the plan assets either distributed to participants or beneficiaries, transferred to another plan, or brought under the control of the PBGC? No
Has the plan failed to provide any benefit when due under the plan? No
If this is an individual account plan, was there a blackout period? No
If there was a blackout period, have you either provided the required notice or one of the exceptions to providing the notice applied under 29 CFR 2520.101-3? No

Financials

Income and Expense Statement

Income $338,436,345
Contributions $100,331,851
Cash Contributions $100,331,851
Cash from Employers $30,234,740
Cash from Participants $49,167,034
Others (including rollovers) $20,930,077
Noncash Contributions $0
Total Earnings on Investments $195,606,025
Total Interest $570,404
Interest-Bearing Cash $104,853
U.S. Government Securities $0
Corporate Debt Instruments $0
Loans (other than to participants) $0
Participant Loans $465,551
Interest from Other Investments $0
Total Dividends $52,500,011
Preferred Stock $0
Common Stock $0
Rents $0
Net gain (loss) on sale of assets $0
Aggregate Proceeds $0
Aggregate Carrying Amount $0
Total Unrealized Appreciation (depreciation) of assets $0
Real Estate $0
Other $0
Net investment gain (loss) from common/collective trusts $31,447,687
Net investment gain (loss) from pooled separate accounts $0
Net investment gain (loss) from master trust investment accounts $0
Net investment gain (loss) from 103-12 investment entities $0
Net investment gain (loss) from registered investment companies $111,087,923
Other Income $42,498,469
Expenses $82,771,619
Total Benefit Payments $82,045,101
Directly to participants or beneficiaries, including direct rollovers $82,045,101
To insurance carriers for the provision of benefits $0
Other Benefit Payment Fees $0
Corrective Distributions $12,595
Certain deemed distributions of participant loans $0
Interest expense $0
Total Administrative Expenses $713,923
Professional Fees $37,928
Contract Administrator Fees $0
Investment Advisory and management fees $639,595
Other Administrative Fees $36,400
Net Income $255,664,726
Transfers of Assets to this Plan $0
Transfers of Assets from this Plan $0

Asset and Liability Statement

12/31/2017 12/31/2016 Change YOY
Total Assets $1,605,581,703 $1,349,916,977 18.94%
Total noninterest-bearing cash $33,924 $3,640 831.98%
Receivables $31,857,377 $30,616,544 4.05%
Employer Contributions $30,231,759 $29,282,069 3.24%
Participant Contributions $1,625,618 $1,334,475 21.82%
Other Contributions $0 $0 0.0%
General Investments $15,101,689 $14,997,651 0.69%
Interest-bearing cash $15,101,689 $14,997,651 0.69%
U.S. Government Securities $0 $0 0.0%
Corporate Debt Instruments $0 $0 0.0%
Preferred $0 $0 0.0%
All Other $0 $0 0.0%
Corporate Stocks $61,852 $540 11354.07%
Preferred $0 $0 0.0%
Common $61,852 $540 11354.07%
Partnership/joint venture interests $7,560,036 $8,190,554 -7.70%
Real estate (other than employer real property) $0 $0 0.0%
Loans (other than to participants) $0 $0 0.0%
Participants Loans $10,915,002 $10,742,270 1.61%
Value of interest in common/collective trusts $242,839,495 $182,671,373 32.94%
Value of interest in pooled separate accounts $0 $0 0.0%
Value of interest in master trust investment accounts $0 $0 0.0%
Value of interest in 103-12 investment entities $0 $0 0.0%
Value of interest in registered investment companies $991,616,897 $820,986,176 20.78%
Value of funds held in insurance co. general account $0 $0 0.0%
Other Investments $305,595,431 $281,708,229 8.48%
Employer-related Investments $0 $0 0.0%
Employer Securities $0 $0 0.0%
Employer Real Property $0 $0 0.0%
Buildings and other property used in plan operation $0 $0 0.0%
Total Liabilities $0 $0 0.0%
Benefit Claims Payable (1) $0 $0 0.0%
Operating Payables (1) $0 $0 0.0%
Acquisition Indebtedness (1) $0 $0 0.0%
Other liabilities (1) $0 $0 0.0%
Net Assets $1,605,581,703 $1,349,916,977 18.94%

Service Providers

Persons Receiving Only Eligible Indirect Compensation

  • Charles Schwab & Co. Inc. and Affil
  • City National Bank

Other Service Providers Receiving Direct or Indirect Compensation

Name Nature of Service Relationship to Plan Sponsor Direct Compensation Paid by Plan Indirect Compensation Paid by Plan Total Compensation
Mjm401K LLC Investment management, Direct payment from the plan NONE $122,915 $0 $122,915
Lmcg Investments LLC Investment advisory (participants), Direct payment from the plan NONE $113,299 $0 $113,299
City National Bank Securities brokerage, Direct payment from the plan, Float revenue, Securities brokerage commissions and fees NONE $63,304 $14,816 $78,120
Northwestern Mutual Wealth Man Investment advisory (participants), Direct payment from the plan NONE $55,724 $0 $55,724
Charles Schwab & Co., Inc. Securities brokerage, Direct payment from the plan, Shareholder servicing fees, Float revenue, Securities brokerage commissions and fees, Other investment fees and expenses NONE $38,433 $226 $38,659
Schwab Retirement Plan Services, In Recordkeeping and information management (computing, tabulating, data processing, etc.), Direct payment from the plan, Recordkeeping fees NONE $36,175 $0 $36,175
Chicago Wealth Management Inc Investment advisory (participants), Direct payment from the plan NONE $30,835 $0 $30,835
Dain Rauscher Incorporated Investment management, Direct payment from the plan NONE $26,059 $0 $26,059
Baker Street Advisors LLC Investment advisory (participants), Direct payment from the plan NONE $23,145 $0 $23,145
Cove Street Capital LLC Investment advisory (participants), Direct payment from the plan NONE $23,103 $0 $23,103
Holthouse Carlin and Van Trigt LLP Accounting (including auditing), Direct payment from the plan NONE $22,660 $0 $22,660
Blankinship & Foster LLC Investment advisory (participants), Direct payment from the plan NONE $22,527 $0 $22,527
Farr Miller & Washington LLC Investment advisory (participants), Direct payment from the plan NONE $20,665 $0 $20,665
First Foundation Advisors Investment advisory (participants), Direct payment from the plan NONE $18,104 $0 $18,104
Rnc Genter Capital Management Investment advisory (participants), Direct payment from the plan NONE $17,207 $0 $17,207
Hcr Wealth Advisors Investment advisory (participants), Direct payment from the plan NONE $16,211 $0 $16,211
Cls Investments LLC Investment advisory (participants), Direct payment from the plan NONE $15,842 $0 $15,842
City National Rochdale LLC Investment advisory (participants), Direct payment from the plan NONE $13,405 $0 $13,405
Pfc Capital Group Inc Dba Priv Investment advisory (participants), Direct payment from the plan NONE $11,808 $0 $11,808
Transperfect Global Inc Investment management, Direct payment from the plan NONE $11,649 $0 $11,649
Westwood Management Corp. Investment advisory (participants), Direct payment from the plan NONE $10,586 $0 $10,586
Balasa Dinverno & Foltz LLC Investment advisory (participants), Direct payment from the plan NONE $9,707 $0 $9,707
J.P.Morgan Securities In Direct payment from the plan, Securities brokerage commissions and fees NONE $5,098 $0 $5,098
Charles Schwab Bank Trustee (directed), Other services, Direct payment from the plan, Investment management fees paid indirectly by plan, Float revenue NONE $1 $0 $1
Total $728,462 $15,042 $743,504

Indirect Compensation

Name Source of Indirect Compensation* Nature of Service Description of Indirect Compensation Indirect Compensation Paid by Plan
Charles Schwab & Co Inc and Affilia See Attachment Shareholder servicing fees See Attachment $0
City National Bank City National Bank Float revenue Interest On Excess Balances (I.E. Float) Held At Fed Reserve Banks Estimated To Be Fed Funds Target Rate (0% To 0.25%) Less The Cost of Fdic Insurance Premiums. $0
Us Bank - City National Rochdale Fu Us Bank - City National Rochdale Fu Float revenue Interest On Funds Used To Maintain Liquidity (I.E. Float) Held At Us Bank At A Rate Generally No More Than The Fed Funds Target Rate of Interest. $0
Sei Private Trust Company Sei Private Trust Company Float revenue Interest In Connection With Trust & Custody Checks Issued for Plan Distributions Or Other Disbursements (I.E. Float) At Slightly Less Than Fed Funds Rate. $0
*As outlined by the Form 5500 Instructions for service providers with indirect compensation.

Service Providers Who Fail or Refuse to Provide Information

There are no service providers who failed or refused to provide information.

Termination Information on Accountants and Enrolled Actuaries

There is no termination information for this plan.

Investments

Investments

Name of Investment Investment Manager Type of Investment Dollar Value
Morley Stable Value Fd Net 20 Union Bond & Trust Company DFE: Common/Collective Trust $46,750,007
Vanguard Target Ret 2045 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $40,154,073
Vanguard Target Ret 2050 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $35,102,100
Vanguard Target Ret 2030 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $28,001,524
Vanguard Target Ret 2040 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $25,492,944
Vanguard Target Ret 2035 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $20,183,421
Vanguard Target Ret 2025 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $19,625,366
Vanguard Target Ret 2055 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $12,482,314
Vanguard Target Ret 2020 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $9,047,136
Vanguard Target Ret 2015 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $4,117,446
Vanguard Ret Income Trust II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $1,713,650
Vanguard Target Ret 2060 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $169,514
Vanguard Target Ret 2010 II Vanguard Fiduciary Trust Company DFE: Common/Collective Trust $0
Total $242,839,495

Insurance Information

Insurance Information

There are no insurance carriers listed for this plan.