UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
(Mark One)
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x
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the Fiscal Year Ended December 31, 2016
or
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¨
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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for the Transition Period from
to
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Commission file number:
001-05519
A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
CDI Corporation
401(k) Savings Plan
B. Name of the Issuer of the securities held pursuant to the Plan and the address of its principal executive office:
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CDI Corp. 1735 Market Street, Suite 200,
Philadelphia, PA 19103-2768
(Address of principal executive offices)
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CDI CORPORATION
401(k) SAVINGS PLAN
Form 11-K
For the Annual Period Ended December 31, 2016
TABLE OF CONTENTS
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Page
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Report of Independent Registered Public Accounting Firm
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Report of Independent Registered Public Accounting Firm
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Financial Statements:
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Statements of Net Assets Available for Benefits, December 31, 2016 and 2015
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Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2016 and 2015
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Notes to Financial Statements
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Supplemental Schedule:
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Schedule H, Line 4i-Schedule of Assets (Held at End of Year), December 31, 2016
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Signature
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Index to Exhibits
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NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations
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for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been
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omitted because they are not applicable.
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Report of Independent Registered Public Accounting Firm
To the CDI Corporation 401(k) Savings Plan Committee:
W
e have audited the accompanying statement of net assets available for benefits of the CDI Corporation 401(k) Savings Plan (the “Plan”) as of
December 31, 2016
, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan’s control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of
December 31, 2016
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and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
We also have audited the adjustments to the 2015 financial statements to retrospectively apply the change in accounting for investments, as described in Note 3. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2015 financial statements of the Plan other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2015 financial statements taken as a whole.
The supplemental information in the accompanying schedule of assets (held at end of year) as of
December 31, 2016
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has been subjected to audit procedures performed in conjunction with the audit of CDI Corporation 401(k) Savings Plan’s 2016 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulation for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental 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 information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental 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 supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/s/
Fischer Cunnane & Associates Ltd
Certified Public Accountants
West Chester, Pennsylvania
June 27, 2017
Report of Independent Registered Public Accounting Firm
The CDI Corporation 401(k) Savings Plan Committee:
We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in note 3 to the financial statements, the accompanying statement of net assets available for plan benefits of the CDI Corporation 401(k) Savings Plan (the Plan) as of December 31, 2015, and the related statement of changes in net assets available for plan benefits for the year then ended. The 2015 financial statements before the effects of the adjustments discussed in note 3 have been withdrawn and are not presented herein. The 2015 financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 2015 financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in note 3, present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2015, and the changes in net assets available for plan benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in note 3, and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by a successor auditor.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 27, 2016
FINANCIAL STATEMENTS
CDI Corporation
401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31,
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2016
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2015
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Assets:
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Cash and cash equivalents
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$
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—
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$
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4
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Investments:
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Investments, at fair value
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271,068,600
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263,836,293
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Total investments
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271,068,600
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263,836,293
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Receivables:
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Employer contributions receivable
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73,983
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64,201
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Participant contributions receivable
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505,504
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438,549
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Notes receivable from participants
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4,692,146
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4,944,990
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Fee income receivable
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45,979
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197,276
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Total receivables
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5,317,612
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5,645,016
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Total Assets
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276,386,212
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269,481,313
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Liabilities:
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Administrative expenses payable
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37,914
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39,255
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Net assets available for benefits
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$
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276,348,298
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$
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269,442,058
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See accompanying notes to financial statements.
CDI Corporation
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31,
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2016
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2015
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Additions:
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Investment Income:
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Interest, dividend and fee income
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$
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8,735,367
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$
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8,647,983
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Net appreciation (depreciation) in fair value of investments
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6,269,581
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(7,672,922
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Total investment income
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15,004,948
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975,061
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Contributions:
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Participant contributions
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25,073,222
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25,247,884
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Employer contributions (net of forfeitures of $220,376 - 2016 and $171,629 - 2015)
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2,529,048
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2,651,883
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Total contributions
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27,602,270
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27,899,767
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Total additions
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42,607,218
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28,874,828
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Deductions:
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Withdrawals and distributions
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(35,251,385
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)
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(34,288,149
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)
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Administrative expenses
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(449,593
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(83,903
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Total deductions
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(35,700,978
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)
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(34,372,052
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)
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Net increase (decrease) in net assets available for benefits
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6,906,240
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(5,497,224
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)
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Net assets available for benefits:
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Beginning of year
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269,442,058
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274,939,282
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End of year
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$
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276,348,298
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$
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269,442,058
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See accompanying notes to financial statements.
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
(1) Description of Plan
The CDI Corporation 401(k) Savings Plan (the “Plan”) is a defined contribution plan maintained for the benefit of eligible employees of CDI Corporation (the “Company” or the "Plan Sponsor") and those of its subsidiaries that have adopted the Plan. The Plan was adopted in 1985 and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “IRC”). The Plan is administered by a committee consisting of members appointed by the board of directors of the Company. The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
(a) Eligibility
The Plan benefits eligible employees of the Company and those of its subsidiaries that have adopted the Plan. Employees who have attained the age of eighteen are eligible to participate in the Plan as of the first day of any payroll period beginning as soon as administratively practicable after the date on which the employee becomes eligible to participate.
(b) Contributions
Eligible employees may make voluntary tax deferred contributions of a specified percentage of their compensation to the Plan. Effective June 1, 2016, eligible employees may now elect to make voluntary Roth after-tax contributions. The Roth contributions, together with the tax deferred contributions, are subject to the limitations established by the IRC. Participants who have attained age 50 before the end of the Plan year are eligible to make additional catch-up contributions. The Company and each of its participating subsidiaries may, at the discretion of their respective board of directors, make matching contributions, which are added to the employee's elective contributions. Eligible employees receive a matching contribution on a per pay basis of 33.3% up to the first 6% of eligible contributions. The employer matching contributions are subject to limitations established by the IRC and the provisions of the Plan. Participants may also contribute amounts representing distributions from other qualified defined contribution plans sponsored by the participants' previous employer and Roth rollover accounts.
Newly-hired eligible employees are automatically enrolled in the Plan at a deferral rate of three percent of eligible compensation following an election period during which the employee may either opt out of the Plan or choose a different salary deferral percentage in the manner prescribed by the Plan Administrator. Unless the participant elects otherwise, participants who are automatically enrolled in the Plan have their deferral rate automatically increase by one percent on the first day of each subsequent plan year. The automatic increase is stopped when a deferral rate of 10% is attained, unless changed by the participant.
(c) Investments
Participants direct the investment of their contributions and any employer matching contributions into various investment options offered by the Plan, including mutual funds, common collective trust funds and CDI Corp. common stock. Participants who are automatically enrolled in the Plan will have their accounts initially invested in an age-appropriate Great-West Lifetime Asset Allocation Trust; however, participants may change investment funds at any time. Company contributions are invested in a portfolio of investments as directed by the participant. Contributions in the CDI Corp. common stock can be no more than 20% of total contributions allocated to any participant. In addition, transfers into CDI Corp common stock will be restricted if the participant common stock balance is 20% or more of the total account balance.
(d) Participant Accounts
Individual accounts are maintained for each Plan participant. Each participant's account is adjusted to reflect participant and Company contributions, as well as investment income or loss and withdrawals based on the terms of the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
(e) Vesting
All participants are fully vested in their salary deferral contribution account, including earnings or losses thereon. The majority of participants are fully vested at all times in their employer matching contributions account, with some exceptions as noted below. The exceptions pertain to the CDI-Infrastructure, LLC and DSPCon Corporation subsidiaries of the Company where vesting of matching contributions takes place on a six-year graduated basis for matching contributions made before January 1, 2012. The vesting of matching contributions made on or after January 1, 2012 for all participants will take place on a three-year graduated schedule based on years of service. Participants forfeit the
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
non-vested portion of employer contributions if their employment is terminated. The forfeiture amounts are used to reduce employer-matching contributions in accordance with the Plan provisions. As of
December 31, 2016
and
2015
, the Plan had forfeitures of $27,457 and $24,646, respectively, available to reduce future employer contributions.
(f) Fee Income
A portion of service fees are returned to the Plan based on a revenue sharing arrangement with Great-West Life & Annuity Company (“Administrative Service Provider”). The revenue sharing amounts received are credited to an administrative account, which is used to pay administrative expenses incurred by the Plan. During 2016 and 2015, the Plan earned
$310,764
and
$284,453
, respectively, in fee income. As of December 31, 2016 and 2015, the balance in the administrative account was
$158,918
and
$138,999
, respectively.
(g) Withdrawals and Distributions
A participant who is still an employee of the Company or any of its participating subsidiaries may make withdrawals from the Plan if the participant has reached the age of 59 ½. Prior to the age of 59 ½, participants can withdraw up to 100% of their salary deferral contributions in the event of a monetary hardship as interpreted in accordance with the applicable regulations under the IRC.
Upon termination of employment, retirement or total disability, a participant can elect to receive a distribution as either a lump sum payment or in certain situations, in annual installments.
(h) Notes Receivable from Participants
Participants are permitted to make loan withdrawals against their individual account balances, with the exception of any amounts invested in common stock of CDI Corp., the Plan Sponsor. The loan amount must be a minimum of $500 and may not exceed the lesser of one-half of the participant's vested account balance or $50,000 reduced by the participant's highest outstanding loan balance during the previous year. Loans are evidenced by a promissory note bearing a rate of interest equal to the prime rate plus two percent at the time of the loan. Effective September 15, 2016, new loans will bear interest at the prime rate plus zero percent. Interest rates on outstanding loans at
December 31, 2016
range from 3.50% to 10.25%.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting.
(b) Cash and Cash Equivalents
Cash and cash equivalents represent amounts contributed to the Plan that have not been transferred to the participant's designated investment vehicle. These funds are held in an interest-bearing checking account.
(c) Investment Valuation and Income Recognition
The Plan's investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4, Fair Value Disclosures, for a discussion of fair value measurements.
Security transactions are accounted for on the trade date for securities purchased or sold. The proceeds from sales of investments are compared to the cost for each investment to determine realized gains and losses. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis.
(d) Notes Receivable from Participants
Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2016 or 2015.
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
(e) Administrative Expenses
Administrative expenses, such as auditing, legal fees and investment advisory services incurred in the operation of the Plan are paid out of the Plan Sponsor's ERISA budget account. The ERISA budget account was established as a result of a negotiated arrangement between the Plan Sponsor and Administrative Service Provider for purposes of allocating some or all of the service fees that the Administrative Service Provider receives from the Plan's investments for the payment of Plan expenses. These Plan expenses are reflected in the accompanying statements of changes in net assets available for benefits for the years ended December 31, 2016 and 2015. Administrative expenses in excess of the ERISA budget account are paid by the Company and its participating subsidiaries. During 2015, certain administrative expenses were paid by the Administrative Service Provider.
(f) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
(g) Payment of Benefits
Benefits are recorded when paid.
(h) Reclassifications
Certain reclassifications have been made to the previous period's financial statements in order to conform to the current year's presentation.
(3) Impact of Recent Accounting Pronouncements
In July 2015, the FASB issued Accounting Standards Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965):
(Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient
(ASU 2015-12). ASU 2015-12 Part I designates contract value as the only required measure for fully benefit-responsive investment contracts. ASU 2015-12 Part II simplifies the investment disclosure requirements under existing U.S. GAAP, including eliminating the disclosure of (1) individual investments that represent five percent or more of net assets available for benefits; (2) the net appreciation or depreciation for investments by general type and (3) disaggregating the investment information by nature, characteristics and risks. ASU 2015-12 Part III does not apply to the Plan. The amendments in ASU 2015-12 applicable to the Plan are effective retrospectively for the year ending December 31, 2016 with early adoption permitted. The Plan adopted ASU 2015-12 for the year ending December 31, 2016 and has applied the provisions of ASU 2015-12 retrospectively, as required. Parts I and II are reflected in the statements of net assets available for benefits and in the notes to the financial statements. The adoption resulted in the reclassification of the adjustment from fair value to contract value for fully benefit-responsive investment contracts in the statements of net assets available for benefits. Certain historical disclosures that are no longer required were removed.
(4) Fair Value Disclosures
The Plan measures the fair value of Plan assets as the price that would be received to sell an asset in the principal market for that asset. These measurements are classified into a hierarchy framework by the inputs used to perform the fair value calculation. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
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Level 1
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets in active markets that the Plan has the ability to access.
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Level 2
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Inputs to the valuation methodology include quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, for substantially the full-term of the asset.
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Level 3
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Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The asset's fair value measurement level within the fair value hierarchy is based on the lowest level of the input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
The following is a description of the valuation methodologies used for these items, as well as the general classification of such items pursuant to the fair value hierarchy:
Mutual Funds
- The value of the shares in a mutual fund is based on the quoted market price of the fund in the exchange in which the fund is traded on the last business day of the year. Mutual funds are classified within Level 1 in the fair value hierarchy tables below.
Common Collective Trust Funds
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•
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The Putnam Stable Value Fund is a common collective trust that primarily holds investments in fully benefit-responsive insurance contracts. The Plan's investments in the Putnam Stable Value Fund are considered indirect investments in fully benefit-responsive investment contracts, and therefore are valued at NAV, which is used as a practical expedient to estimate fair value. The stable value fund generally permits redemptions daily at the current NAV. If the fund experiences periods of insufficient liquidity then the stable value fund may defer honoring any payment request until liquidity is sufficient.
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•
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The Putnam S&P 500 Index Fund is a common collective trust fund that provides for daily redemptions by the Plan at reported NAV with no advance notice requirement. Under unusual circumstances redemptions may be suspended should the withdrawal cause a material adverse impact on other participating plans. Fair values for the investments within the index fund are based on quoted prices in active markets and securities valued using either observable inputs or quotations from inactive markets. The Plan is permitted to redeem investment units at NAV on the measurement date.
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•
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The Great-West Lifetime Asset Allocation Trust I (2015, 2025, 2035, 2045, 2055) Indexes represent portfolios of global equities, bonds and traditional inflation hedges such as commodities and treasury inflation protected securities. The investment objective of each fund is to seek capital appreciation and income. After the target year noted in the name of the Fund, the investment objective is to seek income and secondarily, capital growth. Investments in units of the underlying collective funds and shares of underlying mutual funds are valued at their unit value or NAV as reported by the underlying fund. The unit value of each Fund is determined by dividing the net assets attributable to the fund by the number of outstanding units of each Fund on each valuation date.
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CDI Corp. common stock
- Valued based on the quoted market price of the common stock of CDI Corp. on the last business day of the year and is classified within Level 1 in the fair value hierarchy tables below.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan Administrator believes its valuation methods are appropriate and consistent with 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.
The following tables outline, by major category, the Plan's financial assets measured at fair value on a recurring basis as of
December 31, 2016
and
2015
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Fair Value Measurements At December 31, 2016 Using
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Description
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Fair Value Measurements at December 31, 2016
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Quoted Prices in Active markets for Identical Assets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Unobservable Inputs
(Level 3)
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Mutual funds
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$
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135,656,807
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$
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135,656,807
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$
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—
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$
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—
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CDI Corp. common stock
|
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1,640,582
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|
1,640,582
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—
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—
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Total assets in the fair value hierarchy
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137,297,389
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$
|
137,297,389
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$
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—
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$
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—
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Investments measured at net asset value
(a)
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133,771,211
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Total investments measured at fair value
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$
|
271,068,600
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(a)
In accordance with ASU 2015-07, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliations of the fair value hierarchy to the amounts presented in in the statements of net assets available for benefits.
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CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
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Fair Value Measurements At December 31, 2015 Using
|
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Description
|
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Fair Value Measurements at December 31, 2015
|
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Quoted Prices in Active markets for Identical Assets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Unobservable Inputs
(Level 3)
|
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Mutual funds
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$
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136,226,932
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$
|
136,226,932
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
CDI Corp. common stock
|
|
1,367,971
|
|
|
1,367,971
|
|
|
—
|
|
|
—
|
|
|
Total assets in the fair value hierarchy
|
|
137,594,903
|
|
|
$
|
137,594,903
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investments measured at net asset value
(a)
|
|
126,241,390
|
|
|
|
|
|
|
|
|
Total investments measured at fair value
|
|
$
|
263,836,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
In accordance with ASU 2015-07, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliations of the fair value hierarchy to the amounts presented in in the statements of net assets available for benefits.
|
The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of
December 31, 2016
and
2015
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Description
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Putnam Stable Value Fund
|
|
$
|
28,265,111
|
|
|
None
|
|
Daily
|
|
12 Months
|
|
|
Putnam S&P 500 Index Fund
|
|
19,297,401
|
|
|
None
|
|
Daily
|
|
None
|
|
|
Great-West Lifetime Asset Allocation Trusts
(a)
|
|
86,208,699
|
|
|
None
|
|
Daily
|
|
None
|
|
|
Total Investments measured at net asset value
|
|
$
|
133,771,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Represents the aggregate Great-West Lifetime Asset Allocation Trust I Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
Description
|
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Putnam Stable Value Fund
|
|
$
|
28,493,657
|
|
|
None
|
|
Daily
|
|
12 Months
|
|
|
Putnam S&P 500 Index Fund
|
|
18,402,253
|
|
|
None
|
|
Daily
|
|
None
|
|
|
Great-West Lifetime Asset Allocation Trusts
(a)
|
|
79,345,480
|
|
|
None
|
|
Daily
|
|
None
|
|
|
Total Investments measured at net asset value
|
|
$
|
126,241,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Represents the aggregate Great-West Lifetime Asset Allocation Trust I Funds
|
(5) Investments
During the years ended
December 31, 2016
and
2015
, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year; net of individual fund management fees and expenses) appreciated in value by
$6,269,581
in 2016 and depreciated by
$(7,672,922)
in 2015, respectively.
(6) Federal Income Taxes
The Internal Revenue Service ("IRS") has issued a letter of determination dated September 17, 2015, that the Plan is a qualified plan under Section 401(a) of the IRC and is, therefore, exempt from federal income taxes. The Plan has been amended since receiving the determination letter. However, the Plan Sponsor believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.
U.S. generally accepted accounting principles require 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 Company has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2016, there are no uncertain positions taken or expected to be taken. The
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
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 examination for years prior to 2013.
(7) Plan Termination
Although there is currently no intent to do so, the Company and each of its participating subsidiaries have the right under the Plan provisions to terminate their participation in the Plan, subject to the provisions of ERISA. Upon termination or partial termination of the Plan, the accounts of all affected participants would immediately become fully vested and be paid in accordance with the terms of the Plan.
(8) Related Party Transactions
Plan investments amounting to $
153,562,527
and
$146,521,585
at
December 31, 2016
and
2015
, respectively, are held in funds sponsored by Great-West Trust Company, LLC and Putnam Fiduciary Trust Company, the trustee of the Plan. Certain administrative fees have been paid through a revenue sharing agreement with the Administrative Service Provider, see Note 1. Plan investments amounting to $
1,640,582
and $
1,367,971
at
December 31, 2016
and
2015
, respectively, are held in a stock fund consisting solely of common stock of the Plan Sponsor, CDI Corp. The Plan also carries notes receivable from participants, which are party-in-interest transactions.
(9) Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near to midterm and such changes could materially affect participants' account balances and the amounts reported on the statements of net assets available for benefits accompanying these notes.
(10) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements for the years ended
December 31, 2016
and
2015
to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements
|
$
|
276,348,298
|
|
|
$
|
269,442,058
|
|
|
Participant contributions receivable
|
(505,504
|
)
|
|
(438,549
|
)
|
|
Employer contributions receivable
|
(73,983
|
)
|
|
(64,201
|
)
|
|
Deemed distributed loans
|
(716,745
|
)
|
|
(647,101
|
)
|
|
Fee income receivable
|
(45,979
|
)
|
|
(197,276
|
)
|
|
Administrative expenses payable
|
37,914
|
|
|
39,255
|
|
|
Net assets available for benefits per the Form 5500
|
$
|
275,044,001
|
|
|
$
|
268,134,186
|
|
The following is a reconciliation of the contributions per the financial statements for the year ended
December 31, 2016
to the Form 5500:
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2016
|
|
|
|
|
Contributions per the financial statements
|
$
|
27,602,270
|
|
|
Employer contributions receivable
|
(73,983
|
)
|
|
Employer contributions receivable in prior year, realized in current year
|
64,201
|
|
|
Participant contributions receivable
|
(505,504
|
)
|
|
Participant contributions receivable in prior year, realized in current year
|
438,549
|
|
|
Contributions per the Form 5500
|
$
|
27,525,533
|
|
CDI Corporation
401(k) Savings Plan
Notes to Financial Statements
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended
December 31, 2016
to the Form 5500:
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
2016
|
|
|
|
|
Net increase in net assets available for benefits per the financial statements
|
$
|
6,906,240
|
|
|
Change in participant contributions receivable
|
(66,955
|
)
|
|
Change in employer contributions receivable
|
(9,782
|
)
|
|
Change in deemed distributed loans
|
(69,644
|
)
|
|
Change in fee income receivable
|
151,297
|
|
|
Change in administrative expenses payable
|
(1,341
|
)
|
|
Net increase in net assets available for benefits per the Form 5500
|
$
|
6,909,815
|
|
SUPPLEMENTAL SCHEDULE
CDI Corporation
401(k) Savings Plan
EIN No. 23-1341909 / Plan Number 004
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
(b) Identity of Issue, borrower, lessor, or similar party
|
|
(c) Description of investment including maturity date, range of interest, collateral, par, or maturity value
|
|
(d) Cost
|
|
(e) Current Value
|
|
|
|
|
|
|
|
|
|
|
|
Alger Cap Appreciation Fund
|
|
Mutual Fund
|
|
**
|
|
$
|
18,780,921
|
|
|
|
American Century Midcap Value
|
|
Mutual Fund
|
|
**
|
|
8,443,255
|
|
|
|
American Funds Europacific Growth Fund
|
|
Mutual Fund
|
|
**
|
|
4,957,013
|
|
|
|
American Funds New Perspective Fund
|
|
Mutual Fund
|
|
**
|
|
13,286,513
|
|
|
|
Blackrock Global Allocation
|
|
Mutual Fund
|
|
**
|
|
1,191,727
|
|
|
|
Blackrock Inflation Protected BD
|
|
Mutual Fund
|
|
**
|
|
2,695,137
|
|
|
|
Columbia Mid Cap Index R5
|
|
Mutual Fund
|
|
**
|
|
2,932,844
|
|
|
|
Columbia Small Cap Index R5
|
|
Mutual Fund
|
|
**
|
|
2,744,233
|
|
|
|
Delaware Smid Cap Growth
|
|
Mutual Fund
|
|
**
|
|
8,478,199
|
|
|
*
|
Great-West Lifetime 2015 Trust I
|
|
Common Collective Trust
|
|
**
|
|
13,005,982
|
|
|
*
|
Great-West Lifetime 2025 Trust I
|
|
Common Collective Trust
|
|
**
|
|
28,480,999
|
|
|
*
|
Great-West Lifetime 2035 Trust I
|
|
Common Collective Trust
|
|
**
|
|
23,584,197
|
|
|
*
|
Great-West Lifetime 2045 Trust I
|
|
Common Collective Trust
|
|
**
|
|
15,690,889
|
|
|
*
|
Great-West Lifetime 2055 Trust I
|
|
Common Collective Trust
|
|
**
|
|
5,446,632
|
|
|
|
Voya Global REIT Fund
|
|
Mutual Fund
|
|
**
|
|
1,847,113
|
|
|
|
Invesco Small Cap Equity Institutional Portfolio
|
|
Mutual Fund
|
|
**
|
|
5,010,979
|
|
|
|
John Hancock Balanced Fund
|
|
Mutual Fund
|
|
**
|
|
10,189,186
|
|
|
|
JP Morgan Core Bond Fund Select
|
|
Mutual Fund
|
|
**
|
|
2,215,489
|
|
|
|
JP Morgan Large Cap Growth Select
|
|
Mutual Fund
|
|
**
|
|
26,606,901
|
|
|
|
Oppenheimer Developing Market Fund
|
|
Mutual Fund
|
|
**
|
|
2,161,065
|
|
|
*
|
Putnam Equity Income Fund
|
|
Mutual Fund
|
|
**
|
|
14,149,606
|
|
|
*
|
Putnam Income Fund
|
|
Mutual Fund
|
|
**
|
|
5,641,710
|
|
|
*
|
Putnam S&P 500 Index Fund
|
|
Common Collective Trust
|
|
**
|
|
19,297,401
|
|
|
*
|
Putnam Stable Value Fund
|
|
Common Collective Trust
|
|
**
|
|
28,265,111
|
|
|
|
Templeton Global Bond Fund
|
|
Mutual Fund
|
|
**
|
|
1,842,019
|
|
|
|
TIAA-CREF International EQ IDX Retire
|
|
Mutual Fund
|
|
**
|
|
355,756
|
|
|
|
Vanguard Total Bond Market Index
|
|
Mutual Fund
|
|
**
|
|
2,127,141
|
|
|
*
|
CDI Corp. Stock Fund
|
|
CDI Corp. Common Stock
|
|
**
|
|
1,640,582
|
|
|
*
|
Participant loans
|
|
Notes, interest rates range from 3.50% to 10.25%, maturing through 2026.
|
|
—
|
|
4,692,146
|
|
|
|
|
|
|
|
|
|
$
|
275,760,746
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Party-in-interest as defined by ERISA.
|
|
|
|
|
|
|
|
**
|
Not required to be reported as investment is participant-directed.
|
|
|
SIGNATURE
The Plan.
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.
|
|
|
|
|
|
|
|
|
|
|
|
CDI CORPORATION 401(k) SAVINGS PLAN
|
|
Date:
|
June 27, 2017
|
|
By:
|
/s/ Brian D. Short
|
|
|
|
|
|
Brian D. Short
|
|
|
|
|
|
Member, CDI Corporation 401(k) Savings
|
|
|
|
|
|
Plan Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEX TO EXHIBITS
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm
|
C D I (NYSE:CDI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
C D I (NYSE:CDI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
