Report of Independent Registered Public Accounting Firm
To the Plan Participants, the Plan Administrator and the Investment Committee of the Fortive Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Fortive Retirement Savings Plan (the Plan) as of December 31, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2022 and 2021, and the changes in its net assets available for benefits for the year ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information 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 information, we evaluated whether such information, 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 information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2016.
Seattle, Washington
June 20, 2023
-4-
FORTIVE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2022 AND 2021
($ in millions)
2022
2021
ASSETS
Non-interest bearing cash
$
0.3
$
0.1
Investments at fair value
1,602.7
1,967.7
Receivables:
Notes receivable from participants
15.2
15.8
Employer contributions
2.4
4.6
Other
5.3
1.1
Total receivables
22.9
21.5
Total assets
1,625.9
1,989.3
LIABILITIES
Other payables
5.8
1.4
Total liabilities
5.8
1.4
NET ASSETS AVAILABLE FOR BENEFITS
$
1,620.1
$
1,987.9
See the accompanying notes to the financial statements.
-5-
FORTIVE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2022
($ in millions)
ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO:
Investment income (loss):
Interest income on notes receivable from participants
$
0.7
Dividend and interest income from investments
16.1
Net depreciation in fair value of investments
(382.1)
Total investment loss
(365.3)
Contributions:
Participant
90.3
Rollovers
20.7
Employer
57.5
Total contributions
168.5
Benefit payments
(169.8)
Administrative expenses
(1.2)
Total benefit payments and administrative expenses
(171.0)
NET DECREASE IN NET ASSETS
(367.8)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year
1,987.9
End of year
$
1,620.1
See the accompanying notes to the financial statements.
The following description of the Fortive Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the plan document and summary plan description for a more complete description of the Plan’s provisions.
General
Fortive Corporation (“Fortive,” “the Company”, or “the Plan Sponsor”) is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Fortive established the Plan effective May 31, 2016. The Plan is a defined contribution plan established for eligible full-time and part-time non-union employees of the Company and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Plan is administered through affiliates of the trustee, Fidelity (the “Plan Administrator”). Plan participants should refer to the formal legal documents of the Plan and the summary plan description for a more complete description of the Plan’s provisions and a full explanation of all limitations, adjustments and special cases in the Plan. Significant provisions related to contributions, benefit payments, and investments are provided below.
Contributions
Eligible participants may contribute up to 75% of their compensation (subject to annual maximums). Employee contributions and the earnings or losses thereon are fully vested at all times.
The Company’s retirement contributions are determined at the discretion of the Plan Sponsor. Employees are eligible for Company retirement contributions upon completion of one year of service and become fully vested upon completion of three years of service. The discretionary retirement contribution can range from 0% to 2% of eligible compensation. For the year ended December 31, 2022, the discretionary retirement contribution was 2% of eligible compensation.
For eligible participants who have completed one year of service and are active employees on the last day of the plan year, an additional discretionary retirement contribution of up to 2% of eligible compensation above the Social Security wage base in effect at the beginning of the Plan year is calculated and deposited into participant accounts subsequent to the Plan year end. These contributions become fully vested after three years of service. For the year ended December 31, 2022, this additional retirement contribution was 2% of eligible compensation.
In addition, the Company makes matching contributions into the Plan. These matching contributions are considered “safe harbor” and the percentage for the safe harbor matching contributions has been established in the plan document. The Company matching contribution is 100% of the first 3% of eligible compensation contributed by the participant plus 50% of the next 2% of eligible compensation contributed. Employees are immediately 100% vested in all safe harbor matching contributions.
Benefit Payments
A participant who attains normal retirement age (age 65) shall be entitled to payment of the balance in their account. A participant who remains employed after attainment of normal retirement age shall continue to participate under the same terms and conditions as applied prior to reaching normal retirement age. A participant must begin receiving distributions no later than April 1 following the later of the year in which they retire from the Company or the calendar year in which they reach the age of 72.
The beneficiary or beneficiaries of a deceased participant shall be entitled to payment of the participant’s account balance within a reasonable period of time after the participant’s death.
Upon total and permanent disability, a participant shall be entitled to payment of the balance in their account within a reasonable period of time after termination of employment.
Upon a participant’s termination of employment for reasons other than as specified above, a participant is entitled to payment of their vested account balance. If the vested value of the participant’s account is $1,000 (applied separately to Roth and non-Roth balances) or less, payment will automatically be made in a single lump sum. If the vested value of the participant’s Roth or non-Roth balances is greater than $1,000 and does not exceed $5,000, the Plan Administrator will automatically rollover the Roth or non-Roth balances to a separate Fidelity Individual Retirement Account. If the vested value of the participant’s account is greater than $5,000, the participant must contact the Plan Administrator to request a distribution.
Eligible participants may request a hardship or age 59 1/2 in-service withdrawal of all or a portion of their vested account while still working for the Company in accordance with procedures established by the Plan Administrator, subject to certain limitations and tax penalties.
Notes Receivable from Participants
A participant may receive a loan from the Plan in accordance with the policy established by the Plan Sponsor. Any such loan or loans shall not exceed the lesser of 50% of the participant’s vested account balance or $50,000 reduced by the participant’s highest outstanding loan balance in the Plan during the one-year period ending on the day before the loan is made. The Plan Administrator establishes the maximum maturity period that is permitted to prevent the loan from being treated as a distribution. Plan provisions require that all loans must be paid back within 60 months. The Plan Administrator may require loan payments to be made through payroll deductions.
Participant Accounts
Each participant account is credited with the participant’s contributions, employer safe harbor matching contributions, employer retirement contributions, and an allocation of Plan earnings or losses, and is charged quarterly with administrative expenses and recordkeeping fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Administrative Expenses
The Plan’s administrative expenses are paid by either the Plan or the Plan Sponsor, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees.
The Plan participates in a revenue credit program (Credits). Credits are earned in connection with the Plan’s revenue sharing arrangements with certain investment funds. The Credits are deposited in an unallocated account and can be used to pay ERISA-qualified expenses or can be allocated to eligible participant accounts. The calculated Credits are funded quarterly in arrears by the Plan Administrator.
Unallocated Accounts
During the year ended December 31, 2022, forfeitures used to reduce Company related contributions totaled $2.0 million.
As of December 31, 2022 and 2021, unallocated and non-vested accounts, including forfeited amounts, totaled $0.6 million and $1.5 million. These amounts will be used to reduce future employer contributions and to pay administrative expenses.
Termination of the Plan
Although the Company, as the Plan Sponsor, has not expressed an intention to do so, the Plan may be terminated at any time. In the event of termination of the Plan, the account balances of participants as of the date of termination shall immediately become vested.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying 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 management to make estimates and judgments that affect the reported amounts of assets, liabilities and changes therein, and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
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.
Notes receivable from participants represent participant loans and are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2022 and 2021. If a participant ceases to make loan repayments and has reached a distributable event, the loan balance is reduced and a benefit payment is recorded.
Investments
Investments are reported at fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Refer to Note 3 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The income of each fund is reinvested in that fund.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3. FAIR VALUE MEASUREMENT
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Plan’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on management’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The Plan provides for some investments that are valued using the Net Asset Value (“NAV”) practical expedient. None of these investments have limits on their redemption. Investments valued using NAV consist of common collective trusts and privately traded mutual funds which allow the Plan to allocate investments across a broad array of types of funds and diversify the portfolio.
The fair values of the Plan’s investments as of December 31, 2022, by asset category, were as follows ($ in millions):
Quoted Prices in Active Market
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Money market funds
$
0.6
$
—
$
—
$
0.6
Fortive Corporation Stock Fund:
Fortive common stock
37.7
—
—
37.7
Money market fund
0.2
—
—
0.2
Mutual funds
415.2
—
—
415.2
Separately managed funds:
Cash and cash equivalents
3.9
—
—
3.9
Common stock
229.6
—
—
229.6
Corporate bonds
—
0.2
—
0.2
Mutual funds
29.3
—
—
29.3
Self-directed brokerage accounts
62.6
—
—
62.6
$
779.1
$
0.2
$
—
$
779.3
Investments measured at NAV
Common/collective trusts
823.0
Separately managed mutual funds
0.4
Total investments, at fair value
$
1,602.7
The fair values of the Plan’s investments as of December 31, 2021, by asset category, were as follows ($ in millions):
Quoted Prices in Active Market
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Total
Money market funds
$
0.4
$
—
$
—
$
0.4
Fortive Corporation Stock Fund:
Fortive common stock
46.9
—
—
46.9
Money market fund
0.5
—
—
0.5
Mutual funds
508.9
—
—
508.9
Separately managed funds:
Cash and cash equivalents
3.8
—
—
3.8
Common stock
357.2
—
—
357.2
Mutual funds
48.5
—
—
48.5
Self-directed brokerage accounts
84.2
—
—
84.2
$
1,050.4
$
—
$
—
$
1,050.4
Investments measured at NAV
Common/collective trusts
917.3
Separately managed mutual funds
—
Total investments, at fair value
$
1,967.7
Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value:
•Money market funds and mutual funds are valued at the quoted closing price reported on the active market on which the individual securities are traded.
•The Fortive Corporation Stock Fund consists of shares of the Company’s stock and short-term money market investments and is valued based on the quoted market price of the investments.
•The separately managed funds consist of common stock, money market funds, and mutual funds, which are valued at the last reported sales price of the security on the last business day of the year, uninvested interest bearing cash and cash equivalents, which is recorded at carrying value as maturities are less than three months, and privately traded mutual funds, which cannot be priced on the open market and are valued using the NAV of units held. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities.
•The self-directed brokerage accounts consist of common stock, mutual funds, and exchange traded funds, which are valued at the last reported sales price on the last business day of the year, and uninvested interest bearing cash, which is recorded at carrying value as maturities are less than three months.
•Participation units in the common/collective trust funds are valued using the NAV of units held. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liabilities.
The methods described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes the valuation methods are appropriate and consistent with the methods used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
NOTE 4. TAX STATUS OF THE PLAN
The Plan received a determination letter from the Internal Revenue Service (“IRS”) dated November 8, 2022 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, its related trust is exempt from taxation. The Plan Sponsor believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022 and 2021, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
NOTE 5. RELATED PARTY AND PARTIES IN INTEREST TRANSACTIONS
Certain investments are held in shares of mutual funds and units of common collective trust funds issued by affiliates of Fidelity. Fidelity is the trustee as defined by the Plan, therefore, these are party in interest transactions.
Additionally, as of December 31, 2022 and 2021, the Plan held 0.6 million shares of Fortive common stock within the Fortive Corporation Stock Fund. During the year ended December 31, 2022, the Fortive Corporation Stock Fund purchased $31.5 million and sold $33.3 million in Company stock and received $0.2 million of dividends related to shares of Fortive common stock.
-11-
SUPPLEMENTAL SCHEDULE
FORTIVE RETIREMENT SAVINGS PLAN
EIN: 47-5654583, PLAN NO. 001
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2022
(a)
(b) Identity of issue, borrower, lessor or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
Fidelity® Extended Market Index Fund - Premium Class
974,787
shares
**
61,431,099
*
Fidelity® 500 Index Fund - Institutional Class
1,631,102
shares
**
217,132,305
T. Rowe Price Treasury Reserve Fund
482,529
shares
**
482,529
Vanguard Total Bond Market Index Fund Institutional Shares
6,145,563
shares
**
58,259,940
Vanguard Total International Stock Index Fund Institutional Shares
175,001
shares
**
19,498,647
444,943,427
Common Stock
AAON INC
13,995
shares
**
1,054,103
ADVANCED MICRO DEVICES INC
19,580
shares
**
1,268,197
ADYEN BV
275
shares
**
379,271
AFFIRM HOLDINGS INC
7,379
shares
**
71,355
AIR PRODUCTS & CHEMICALS INC
6,415
shares
**
1,977,488
ALARM.COM HOLDINGS INC
16,414
shares
**
812,165
ALIGN TECHNOLOGY INC
701
shares
**
147,841
ALLEGIANT TRAVEL CO
4,698
shares
**
319,417
ALPHABET INC CL A
15,625
shares
**
1,378,594
ALPHABET INC CL C
107,220
shares
**
9,513,631
ALTRIA GROUP INC
25,274
shares
**
1,155,275
AMAZON.COM INC
113,722
shares
**
9,552,648
ANT INTERNATIONAL CO LTD CLASS C PP
110,973
shares
**
189,764
APPLE INC
124,829
shares
**
16,219,032
ASML HLDG NV (NY REG SHS) NEW YORK REGIS
3,688
shares
**
2,015,123
ASTRAZENECA PLC SPONS ADR
8,591
shares
**
582,470
ATLASSIAN CORP PLC CLS A
4,572
shares
**
588,325
AVID BIOSERVICES INC
24,258
shares
**
334,033
AXOS FINANCIAL INC
12,268
shares
**
468,883
AZENTA INC
9,678
shares
**
563,453
BALCHEM CORP
9,541
shares
**
1,165,052
BARNES GROUP INC
8,429
shares
**
344,325
BERKSHIRE HATHAWAY INC CL B
6,130
shares
**
1,893,557
BILL.COM HOLDINGS INC
5,188
shares
**
565,284
BIO TECHNE CORP
12,956
shares
**
1,073,793
BIOLIFE SOLUTIONS INC
19,883
shares
**
361,871
BLACKBAUD INC
11,473
shares
**
675,301
BLACKLINE INC
10,854
shares
**
730,149
BLACKROCK INC
2,736
shares
**
1,938,812
BLOCK INC CL A
8,126
shares
**
510,638
BRIGHT HORIZONS FAMILY SOLUTIONS INC
7,527
shares
**
474,954
-13-
CERTARA INC
15,224
shares
**
244,650
CHEVRON CORP
10,283
shares
**
1,845,696
CHIPOTLE MEXICAN GRILL INC
994
shares
**
1,379,165
CHUBB LTD
7,679
shares
**
1,693,987
CINCINNATI FINANCIAL CORP
9,730
shares
**
996,255
CINTAS CORP
714
shares
**
322,457
CISCO SYSTEMS INC
28,509
shares
**
1,358,169
COMCAST CORP CL A
24,936
shares
**
872,012
CONFLUENT INC
8,657
shares
**
192,532
CONSTRUCTION PARTNERS INC CL A
34,534
shares
**
921,712
CROWDSTRIKE HOLDINGS INC
1,819
shares
**
191,523
CROWN CASTLE INC
11,249
shares
**
1,525,814
DANAHER CORP
8,842
shares
**
2,346,844
DATABRICKS INC SER G PC PP
1,227
shares
**
60,381
DATADOG INC CL A
3,338
shares
**
245,343
DESCARTES SYS GROUP INC
18,390
shares
**
1,280,864
DIAGEO PLC SPON ADR
9,216
shares
**
1,642,199
DISNEY (WALT) CO
5,203
shares
**
452,037
DOLLAR GENERAL CORP
6,905
shares
**
1,700,356
DOMINION ENERGY INC
22,533
shares
**
1,381,724
DONALDSON CO INC
9,234
shares
**
543,606
DOORDASH INC
5,692
shares
**
277,883
DORMAN PRODUCTS INC
7,522
shares
**
608,304
ELEVANCE HEALTH INC
1,890
shares
**
969,513
ENVESTNET INC
13,814
shares
**
852,324
EPLUS INC
19,751
shares
**
874,574
ESCO TECHNOLOGIES INC
11,122
shares
**
973,620
EVO PAYMENTS INC CL A
24,922
shares
**
843,360
EVOQUA WATER TECHNOLOGIES CO
22,375
shares
**
886,050
EXLSERVICE HOLDINGS INC
10,532
shares
**
1,784,437
EXPONENT INC
17,610
shares
**
1,744,975
FAIR ISAAC CORP
3,366
shares
**
2,014,820
FASTENAL CO
24,890
shares
**
1,177,795
FIDELITY NATL INFORM SVCS INC
24,666
shares
**
1,673,588
FORTINET INC
3,041
shares
**
148,674
FOX FACTORY HOLDING CORP
14,434
shares
**
1,316,814
GENERAL ELECTRIC CO
6,765
shares
**
566,839
GLOBUS MEDICAL INC
18,161
shares
**
1,348,817
GOLDMAN SACHS GROUP INC
5,278
shares
**
1,812,360
HEALTHEQUITY INC
10,395
shares
**
640,748
-14-
HUMANA INC
3,149
shares
**
1,612,886
I3 VERTICALS INC CL A
23,722
shares
**
577,393
INTUIT INC
6,332
shares
**
2,464,541
INTUITIVE SURGICAL INC
9,761
shares
**
2,590,081
J&J SNACKS FOOD CORP
5,483
shares
**
820,860
JOHNSON & JOHNSON
12,208
shares
**
2,156,543
KINSALE CAPITAL GROUP INC
7,049
shares
**
1,843,454
LAM RESEARCH CORP
553
shares
**
232,426
LEMAITRE VASCULAR INC
11,483
shares
**
528,448
LILLY (ELI) & CO
9,584
shares
**
3,506,211
LINDE PLC
2,850
shares
**
929,613
LOWES COS INC
9,106
shares
**
1,814,279
LULULEMON ATHLETICA INC
3,272
shares
**
1,048,283
MARSH & MCLENNAN COS INC
6,503
shares
**
1,076,116
MARTEN TRANSPORT LTD
42,346
shares
**
837,604
MARVELL TECHNOLOGY INC
13,016
shares
**
482,113
MASIMO CORP
3,888
shares
**
575,230
MASTERCARD INC CL A
12,857
shares
**
4,470,765
MERCK & CO INC NEW
16,875
shares
**
1,872,281
MESA LABORATORIES INC
2,502
shares
**
415,857
META PLATFORMS INC CL A
19,746
shares
**
2,376,234
MICROSOFT CORP
83,677
shares
**
20,067,418
MONGODB INC CL A
3,388
shares
**
666,894
MONOLITHIC POWER SYS INC
2,255
shares
**
797,391
MSCI INC
601
shares
**
279,567
NEOGEN CORP
20,917
shares
**
318,566
NESTLE SA REG ADR
9,487
shares
**
1,094,231
NETFLIX INC
5,168
shares
**
1,523,940
NIKE INC CL B
11,542
shares
**
1,350,529
NINTENDO LTD ADR
89,464
shares
**
932,215
NORFOLK SOUTHERN CORP
5,484
shares
**
1,351,367
NOVANTA INC
8,371
shares
**
1,137,368
NV5 GLOBAL INC
4,946
shares
**
654,455
NVIDIA CORP
26,849
shares
**
3,923,713
OLD DOMINION FREIGHT LINES INC
2,007
shares
**
569,546
OLLIES BARGAIN OUTLET HOLDINGS INC
9,600
shares
**
449,664
OMNICELL INC
12,595
shares
**
635,040
ONTO INNOVATION INC
15,819
shares
**
1,077,116
PACIFIC PREMIER BANCORP INC
14,922
shares
**
470,938
PALOMAR HLDGS INC
4,439
shares
**
200,465
-15-
PAYCHEX INC
12,608
shares
**
1,456,980
PAYCOM SOFTWARE INC
504
shares
**
156,396
PAYPAL HLDGS INC
4,220
shares
**
300,548
PERFICIENT INC
12,254
shares
**
855,697
PFIZER INC
33,675
shares
**
1,725,507
PHILIP MORRIS INTL INC
11,343
shares
**
1,148,025
PROGRESSIVE CORP OHIO
15,702
shares
**
2,036,706
Q2 HOLDINGS INC
9,932
shares
**
266,873
RBC BEARINGS INC
7,322
shares
**
1,532,861
ROPER TECHNOLOGIES INC
2,853
shares
**
1,232,753
ROSS STORES INC
16,457
shares
**
1,910,164
S&P GLOBAL INC
3,046
shares
**
1,020,227
SCHWAB CHARLES CORP
16,393
shares
**
1,364,881
SEA LTD ADR
12,223
shares
**
635,963
SEMTECH CORP
8,102
shares
**
232,446
SERVICENOW INC
8,573
shares
**
3,328,639
SHERWIN WILLIAMS CO
3,705
shares
**
879,308
SHOPIFY INC CL A
18,194
shares
**
631,519
SITEONE LANDSCAPE SUPPLY INC
6,502
shares
**
762,815
SNOWFLAKE INC CL A
2,212
shares
**
317,510
SPS COMMERCE INC
5,824
shares
**
747,976
STAAR SURGICAL CO NEW
12,058
shares
**
585,295
STARBUCKS CORP
18,116
shares
**
1,797,107
STRYKER CORP
4,837
shares
**
1,182,598
SYNOPSYS INC
5,448
shares
**
1,739,492
TAIWAN SEMIC MFG CO LTD SP ADR
6,360
shares
**
473,756
TARGET CORP
8,546
shares
**
1,273,696
TE CONNECTIVITY LTD
2,698
shares
**
309,730
TECHTARGET INC
8,849
shares
**
389,887
TELEFLEX INC
1,059
shares
**
264,358
TENCENT HOLDINGS LTD
14,800
shares
**
633,301
TESLA INC
13,535
shares
**
1,667,241
TEXAS INSTRUMENTS INC
18,861
shares
**
3,116,214
TEXAS ROADHOUSE INC
10,371
shares
**
943,242
THE BOOKING HOLDINGS INC
543
shares
**
1,094,297
THERMO FISHER SCIENTIFIC INC
2,950
shares
**
1,624,536
TJX COMPANIES INC NEW
4,135
shares
**
329,146
T-MOBILE US INC
10,819
shares
**
1,514,660
TRANSUNION
2,922
shares
**
165,824
TREX CO INC
14,853
shares
**
628,727
-16-
TYLER TECHNOLOGIES INC
1,234
shares
**
397,854
UNITED PARCEL SERVICE INC CL B
9,857
shares
**
1,713,541
UNITEDHEALTH GROUP INC
13,565
shares
**
7,191,892
VEEVA SYS INC CL A
2,360
shares
**
380,857
VERIZON COMMUNICATIONS INC
31,323
shares
**
1,234,126
VISA INC CL A
25,846
shares
**
5,369,765
WD 40 CO
2,302
shares
**
372,908
ZOETIS INC CL A
6,246
shares
**
915,351
229,622,461
Brokeragelink
Brokeragelink
Combination of common stock, mutual funds, and ETF's
62,548,560
Total
$
1,602,711,954
Loans
*
Participant Loans
Interest rates range from 4.25% to 9.25% with maturity at various dates
**
$
15,214,653
* Party in interest.
** Historical cost not required to be presented as all investments are participant-directed.
-17-
SIGNATURES
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 hereunto duly authorized.