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SR 05-22-2018 3D City Council Report City Council Meeting: May 22, 2018 Agenda Item: 3.D 1 of 4 To: Mayor and City Council From: Susan Cline, Director, Public Works, Water Resources Subject: Modification of Contracts with Stericycle for Hazardous Waste Disposal Services Recommended Action Staff recommends that the City Council: 1. Authorize the City Manager to negotiate and execute a first modification to agreement #10054 in the amount of $430,000 for two additional years with Stericycle Environmental Solutions, a Texas-based company, for the provision of residential household hazardous waste (HHW) door-to-door collection program services, hazardous waste management, transportation, and recycling/disposal services for various City locations, and for as-needed staffing for the HHW Center. This will result in a five-year amended agreement with a new total amount not to exceed $1,285,000, with future funding contingent on Council budget approval 2. Authorize the City Manager to negotiate and execute a first modification to agreement #10055 in the amount of $350,000 for two additional years with Stericycle Environmental Solutions, for the provision of sewer diversion cleaning, wet well cleaning and hazardous waste disposal services. This will result in a five-year amended agreement with a new total amount not to exceed $680,000, with future funding contingent on Council budget approval. Executive Summary The City has contracted with Stericycle Environmental Solutions since 2015 to provide residential household hazardous waste (HHW) door-to-door collection as well as hazardous waste management services for City sites including wastewater disposal and maintenance of sewer diversion units, oil/water interceptors and wet wells. The two contracts the City has with Stericycle are set to expire on June 30, 2018. Based on satisfactory performance over the past three years, staff recommends extending the contracts with Stericycle Environmental Solutions for two years through June 30, 2020 for additional amounts not to exceed $430,000 for contract #10054 and $350,000 for contract #10055. 2 of 4 Background Hazardous waste is generated on a continuous basis by people who live and work in Santa Monica. These waste materials require specialized packaging and transportation in compliance with federal and state regulations for recycling or disposal at permitted facilities. The City also requires hazardous waste disposal, staffing and vacuum truck services for its facilities. On May 12, 2015, after a review of six proposals received in response to a Request For Proposals (RFP) issued on March 3, 2015, Council awarded two three-year contracts to Stericycle Environmental Solutions, deemed to be the best-qualified and lowest-priced bidder, with terms that extend through June 30, 2018 (Attachment A):  Contract #10054 – turnkey operation of a residential door-to-door household hazardous waste pickup program, staffing of the City’s HHW Center, and pickup, packaging, transport and disposal services for City hazardous waste as required by the Resource Recovery and Recycling Division not to exceed $855,000.  Contract #10055 – for maintenance, cleaning, hazardous waste disposal and vacuum truck services for sewer diversion units, wet wells and oil/water interceptor units as required by the Wastewater Division not to exceed $330,000. Discussion For residential household hazardous waste (HHW), the City has offered a contracted door-to-door collections program since January 2011. Residents may call (800) 714- 1195 or visit www.stericycleenvironmental.com/santa-monica/ to schedule a pickup of up to 125 pounds of HHW at no charge. The contractor collects the HHW at the residences and transports the materials to approved facilities for further processing, recycling, or disposal. Typical HHW materials collected include batteries, electronic waste, fertilizers, fluorescent tubes, fuels, household cleaning chemicals, motor oil/filters, paints, pool/photo chemicals, needles and solvents. In FY 2016-17, 1,405 residences participated in the Residential Household Hazardous Waste Door-to-Door 3 of 4 Collections Program, resulting in the collection of 68,769 pounds of HHW that were either properly discarded or diverted from landfills and recycled. In addition, the City operates a HHW Center at the City Yards (2500 Michigan Avenue) to manage hazardous waste collected from City facilities, emergency responses (e.g. absorbents from hazardous materials cleanups and firefighting activities), and small quantity business generators. The HHW Center is staffed by one full-time City hazardous materials technician plus two additional contract staff members providing as- needed assistance. In FY 2016-17, 32,561 pounds of hazardous waste was collected in the City’s HHW Center. Contract staff also pick up hazardous materials directly from various City facilities as requested. The City’s Wastewater Division requires ongoing contracted maintenance, cleaning and hazardous waste disposal services for sewer diversion units, wet wells and oil/water interceptor units. These facilities are located at the City Yards, the Santa Monica Urban Runoff Recycling Facility (SMURRF) and other locations to prevent pollutants from entering the Santa Monica Bay. As part of their proposal dated March 23, 2015, Stericycle offered two one-year renewal options for services through June 30, 2020 with increases based on the Waste Collection and Remediation Services producer price index or consumer price index, whichever is greater, up to a 5% maximum annually. While the City did not request Council authority including the renewal options at the time, based on satisfactory performance at a reasonable cost over the past three years, staff recommends extending Stericycle Environmental Solutions contracts #10054 and #10055 for an additional two-year period. Contract #10054 would be increased by an amount of $430,000 for a total not-to-exceed amount of $1,285,000 over a five-year period. Contract #10055 would be increased by an amount of $350,000 for a total not-to- exceed amount of $680,000 over a five-year period. In addition to continuing existing services, the scope of services for contract #10055 would be modified to include additional annual vacuum truck services, pump out of vaults and disposal of wastewater from the Arcadia Water Plant and Charnock Well Field previously performed by other 4 of 4 contractors. The estimated amount for these additional services is estimated not to exceed $50,000 per year and is included in the $350,000 increase staff is requesting. Financial Impacts and Budget Actions 1. The contract modification to be awarded to Stericycle Environmental Solutions for the Resource Recovery & Recycling Division (#10054) is $430,000 for an amended contract total not to exceed $1,285,000. Funds are available in the FY 2018-19 Proposed Budget in the Public Works Department. The contract will be charged to account 274412.555130 / 54500003-550070. 2. The contract modification to be awarded to Stericycle Environmental Solutions for the Wastewater Division (#10055) is $350,000 for an amended contract total not to exceed $680,000. Funds are available in the FY 2018-19 Proposed Budget in the Public Works Department. The contract will be charged to the following accounts: 25672.555010 / 50500002-550010 $ 25,000 25673.555010 / 50500003-550010 $ 25,000 31661.566630 / 51500001-529440 $125,000 TOTAL: $175,000 Future year funding is contingent on Council Budget approval. Prepared By: Kevin Nagata, Senior Administrative Analyst Approved Forwarded to Council Attachments: A. May 12, 2015 Staff Report (Web Link) B. Oaks Initiative Disclosure Form - Stericycle Environmental Solutions Please attach additional pages if more space is required.  CITY OF SANTA MONICA OAKS INITIATIVE NOTICE NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk. This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica. All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period. In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months. Please attach additional pages if more space is required.  CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1. Personal services contracts in excess of $25,000 over any 12-month period; 2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-month period; 3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period; 4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period; 5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000; 6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12-month period; or 7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12-month period. Name(s) of persons or entities receiving public benefit: Name(s) of trustees, directors, partners, and officers: Name(s) of persons with more than a 10% equity, participation, or revenue interest: Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ Leadership Team Home / Leadership Team Copyright 2018, © S&P Global Market Intelligence Terms of Use Charles A. Alutto was named President and Chief Executive Officer of Stericycle, Inc. in January 2013. His career with the company began in 1997 as an Area Vice President of Sales when Charlie’s previous company was acquired by Stericycle. From there, Charlie moved into roles with increasing responsibility including Vice President of Healthcare Sales and Marketing, Vice President and Managing Director of Stericycle Europe, and President of Stericycle US Healthcare Compliance Solutions. Before joining Stericycle, Charlie spent nine years with the New York-based Environmental Control Company. He started his career as a sales representative and progressed to Director of Sales and Marketing. Charlie earned a Bachelor’s of Science degree in finance from the Providence College in 1988 and Masters of Business Administration from Saint John’s University in 1991. Daniel Ginnetti was named as Chief Financial Officer effective August 1, 2014. He joined Stericycle as Area Vice President of Finance in 2003. In 2004 he was promoted to Area Vice President for Stericycle’s Western, and later, Midwestern business units. Following that, he was promoted to Senior Vice President of Operations for the United States and Canada. He returned to financial management in 2013 becoming Vice President of Corporate Finance and then CFO in August 2014. Prior to joining Stericycle, Mr. Ginnetti held various finance and accounting positions with The Ralph M. Parsons Company, a worldwide engineering firm, and Ryan Herco Products Corp., a national industrial plastics distributor. Mr. Ginnetti has a B.S. degree in Business Economics from the University of California, Santa Barbara. Brent Arnold was named as Chief Operating Officer during 2015. He joined Stericycle in April 2005 and has worked in various leadership positions including Senior Vice President of Operations, Senior Vice President of Sales & Marketing for the US, Corporate Vice President of our large and small quantity business units, and Executive Vice President and President, Stericycle USA. He has more than 27 years of experience primarily focused in the healthcare industry. Prior to joining Stericycle, he held various leadership roles at Baxter International Inc. and Cardinal Health, Inc. Mr. Arnold received a B.S. degree in marketing from Indiana University. Kurt M. Rogers joined Stericycle as Executive Vice President and General Counsel on July 24, 2017. Mr. Rogers previously served as Chief Legal Officer and Secretary of Vonage Holdings Corp., a publicly-listed software technology and communications company, for more than seven years. Earlier, Mr. Rogers was a partner with international law firms Bingham McCutchen LLP (now Morgan, Lewis & Bockius LLP) and Latham & Watkins LLP, and as an associate with Rogers & Wells LLP (now Clifford Chance LLP), where he represented clients in litigation, intellectual property and other matters. Mr. Rogers received his B.S. in Industrial and Labor Relations from Cornell University and his J.D. from Cornell Law School. Brenda Frank has served as Executive Vice President and Chief People Officer since January 2016. Brenda joined Stericycle with our acquisition of Shred-it in October 2015 where she spent six years as General Counsel and Executive Vice President of Human Resources and Franchise Relations. Brenda has spent the last 20 years focusing on people, labor and employment, holding senior human resources and legal roles at global services companies such as ITOCHU INTERNATIONAL and Pitney Bowes. Brenda started her career as a labor and employment attorney and litigator at Wilson Sonsini Goodrich & Rosati and Proskauer Rose. Brenda received her B.S. in Accounting from S.U.N.Y Albany and her J.D. from New York University Law School. Ruth-Ellen Abdulmassih was appointed to Executive Vice President, Communication and Related Services, effective February 2017. Ruth joined Stericycle as VP of Sales, Expert Solutions, in 2006. She has held various leadership positions of increasing responsibility, including VP/General Manager and Sr. Vice President of both the Expert Solutions, Environmental Solutions and the Communication Solutions business units. Prior to joining Stericycle, Ruth led teams though a variety of management positions at Abbott Laboratories for 23 years. Ruth brings a wide array of global business leadership experience and expertise to Stericycle. Ms. Abdulmassih serves on various boards and volunteers for humanitarian health causes. She holds a BS degree in Business and Marketing from Northwood University. Robert Guice was appointed Executive Vice President, International, effective September 2017. Robert joined Stericycle as Senior Vice President of Europe/Middle East/Africa/Asia with the Shred-it acquisition in October 2015. He had led international operations at Shred-it for more than 13 years. Prior to joining Shred-it, Robert spent two years with Iron Mountain plus had several sales related roles at Marconi Software Solutions (now Telent) and ICL/Fujitsu. Charles A. Alutto PRESIDENT AND CHIEF EXECUTIVE OFFICER Dan Ginnetti EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Brent Arnold EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER Kurt M. Rogers EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL Brenda R. Frank EXECUTIVE VICE PRESIDENT AND CHIEF PEOPLE OFFICER Ruth-Ellen Abdulmassih EXECUTIVE VICE PRESIDENT, COMMUNICATION AND RELATED SERVICES Robert Guice EXECUTIVE VICE PRESIDENT, INTERNATIONAL Board of Directors Home / Board of Directors Board of Directors Robert S. Murley has served as a director since January 2017 and was named Chairman of the Board in March of 2018. Mr. Murley is a Senior Adviser to Credit Suisse, LLC, a financial services company. From 1975 to April 2012, Mr. Murley was employed by Credit Suisse, LLC and its predecessors. In 2005, he was appointed Chairman of Investment Banking in the Americas. Prior to that time, Mr. Murley headed the Global Industrial and Services Group within the Investment Banking Division, as well as the Chicago investment banking office. He was named a Managing Director in 1984 and appointed a Vice Chairman in 1998. Mr. Murley is a member of the board of directors of Health Insurance Innovations Inc. He is also on the board of directors of privately held Brown Advisory Incorporated and the Board of Advisors of Harbour Group. Mr. Murley is an Emeritus Charter Trustee of Princeton University, a Trustee and the former Chairman of the Board of the Educational Testing Service in Princeton, New Jersey, is Vice Chairman of the Board of the Ann & Robert Lurie Children’s Hospital of Chicago and Chair of the Board of the Lurie Children’s Foundation, is a Trustee of the Museum of Science & Industry in Chicago, Illinois, is Chairman of the Board of the UCLA Anderson Board of Advisors. Mr. Murley holds a Bachelor of Arts from Princeton University, a Master of Business Administration from the UCLA Anderson School of Management, and a Master of Science from the London School of Economics and Political Science. Jack W. Schuler has been a member of the Board of Directors since 1990, also serving as the Lead Director of our Board of Directors (August 2008 – March 2018) and as Chairman of the Board (January 1990 to August 2008). From January 1987 to August 1989 he served as president and chief operating officer of Abbott Laboratories, a diversified health care company, where he served as a director from April 1985 to August 1989. Mr. Schuler serves as a director of Hansen Medical, Inc., a developer and manufacturer of medical robotics technology, Quidel Corporation, a developer and manufacturer of point-of-care diagnostic tests, and Accelerate Diagnostics, Inc., a developer of automated diagnostics systems, and formerly served as chairman of the board of directors of Ventana Medical Systems, Inc., and as a director of Medtronic, Inc., Amgen Incorporated, Chiron Corporation, Elan Corporation, plc, and ICOS Corporation. He is a co-founder of Crabtree Partners LLC, a private investment firm in Lake Forest, Illinois, and is a former trustee of Carleton College. Mr. Schuler received a B.S. degree in mechanical engineering from Tufts University and a M.B.A. degree from the Stanford University Graduate School of Business Administration. Charles A. Alutto was named President and Chief Executive Officer of Stericycle, Inc. in January 2013. His career with the company began in 1997 as an Area Vice President of Sales when Charlie’s previous company was acquired by Stericycle. From there, Charlie moved into roles with increasing responsibility including Vice President of Healthcare Sales and Marketing, Vice President and Managing Director of Stericycle Europe, and President of Stericycle US Healthcare Compliance Solutions. Before joining Stericycle, Charlie spent nine years with the New York-based Environmental Control Company. He started his career as a sales representative and progressed to Director of Sales and Marketing. Charlie earned a Bachelor’s of Science degree in finance from the Providence College in 1988 and Masters of Business Administration from Saint John’s University in 1991. Brian P Anderson has served as a director since January 2017. Mr. Anderson served as Senior Vice President and Chief Financial Officer of Baxter International from 1997 to 2004. He joined Baxter in 1991, as Vice President, Corporate Audit, became Corporate Controller in 1993 and then Vice President, Finance in 1997. He was also Senior Vice-President and Chief Financial Officer of OfficeMax from 2004-2005. Before joining Baxter, he spent 15 years with Deloitte in the Chicago and Washington, DC. Offices. He was an Audit Partner in the Washington, D.C. Office. He is a member of the Board of Directors of W. W. Grainger Inc., PulteGroup, James Hardie Industries plc, and the Nemours Foundation. He currently serves as Chairman of The Nemours Foundation and Chairman of the Audit Committees of James Hardie Industries plc and PulteGroup, and is the former Lead Director and Audit Committee Chairman of W. W. Grainger. Mr. Anderson was recently elected to The Governing Board of the Center for Audit Quality, and served on the Board of AM Castle from 2005 to 2016, as Audit Committee Chairman (2005-2010) and Chairman of the Board 2010-2016. Lynn D. Bleil has served as a director since May 2015. Ms. Bleil was the leader of the West Coast Healthcare Practice of McKinsey & Company, a management consulting firm. Ms. Bleil was also a leader of McKinsey's worldwide Healthcare Practice. She retired in November 2013 as a Senior Partner (Director) in the Southern California Office of McKinsey. During her more than 25 years with McKinsey, she worked exclusively within the healthcare sector, advising senior management and boards of leading companies on corporate and business unit strategy, mergers and acquisitions and integration, marketing and sales, public policy and organization. Ms. Bleil also serves as a director of DST Systems, Inc., a financial and health services information technology company, Sonova Holdins AG, a global leader in hearing aids and cochlear implants, and Intermountain Healthcare's Park City Medical Center, a non-profit healthcare organization. Ms. Bleil holds a B.S.E. degree in Chemical Engineering from Princeton University and an M.B.A. degree from the Stanford Graduate School of Business. Thomas D. Brown has served as a director since May 2008. From 1974 until his retirement in 2002, Mr. Brown held various sales, marketing and management positions at Abbott Laboratories, where he served as a senior vice president and president of the diagnostics division from 1998 to 2002 and as corporate vice president for worldwide commercial operations from 1993 to 1998. He is a director of Quidel Corporation and Accelerate Diagnostics, Inc., and formerly served as a director of Ventana Medical Systems, Inc. and Cepheid Inc. Mr. Brown received a B.A. degree from the State University of New York at Buffalo. Thomas F. Chen has served as director since May 2014. Mr. Chen served as senior vice president and president of international nutrition of Abbott Laboratories before retiring in 2010. During his 22-year career at Abbott, Mr. Chen served in a number of roles with expanded responsibilities, primarily in Pacific/Asia/Africa where he oversaw expansion into a number of emerging markets. Prior to Abbott, he held several management positions at American Cyanamid Company, which later merged with Pfizer. He is a director of Baxter International Inc. and formerly served as a director of Cyanotech Corporation. Mr. Chen received a Bachelor’s degree in International Business from National Cheng Chi University in Taipei, Taiwan, and a M.B.A. degree from Indiana University. Robert S. Murley CHAIRMAN Jack W. Schuler Charles A. Alutto Brian P. Anderson Lynn D. Bleil Thomas D. Brown Thomas F. Chen Copyright 2018, © S&P Global Market Intelligence Terms of Use Mark C. Miller has served as a member of the Board of Directors since May 1992, including Chairman of the Board (May 2016 – March 2018 and August 2008 – January 2013) and Executive Chairman of the Board (January 2013 – May 2016). He became our Chief Executive Officer in May 1992, a position he held until January 2013. From May 1989 until joining us, Mr. Miller served as vice president for the Pacific, Asia and Africa in the international division of Abbott Laboratories, a diversified health care company, which he joined in 1976 and where he held a number of management and marketing positions. Mr. Miller serves as a director of Accelerate Diagnostics, Inc., a developer of automated diagnostics systems, and formerly served as a director of Ventana Medical Systems, Inc., a developer and supplier of automated diagnostic systems. He received a B.S. degree in computer science from Purdue University, where he graduated Phi Beta Kappa. Mr. Miller was selected by Morningstar, Inc. as its “2009 CEO of the Year.” John Patience has served as a director since our incorporation in March 1989. He is a co-founder and partner of Crabtree Partners LLC, a private investment firm in Lake Forest, Illinois, which was formed in June 1995. He is currently the chairman of the board and a director of Accelerate Diagnostics, Inc., a developer of automated diagnostics systems. He formerly served as a director and vice chairman of the board of directors of Ventana Medical Systems, Inc., a public company prior to its being acquired in February 2008. From January 1988 to March 1995, he was a general partner in a venture capital firm which he co-founded and which led our pre-IPO funding. He was previously a partner in the consulting firm of McKinsey & Company, specializing in health care. Mr. Patience received B.A. and LL.B. degrees from the University of Sydney in Sydney, Australia, and a M.B.A. degree from the Wharton School of Business of the University of Pennsylvania. Mike S. Zafirovski has served as a director since November 2012. Mr. Zafirovski is the founder and president of The Zaf Group LLC, a management consulting and investment firm established in November 2012. Mr. Zafirovski has served as an executive advisor to The Blackstone Group since October 2011. From November 2005 to August 2009, Mr. Zafirovski served as the president and chief executive officer and a director of Nortel Networks Corporation. Prior to that, he was the president and chief operating officer and a director of Motorola, Inc. from July 2002 to January 2005, and remained a consultant to and a director of Motorola until May 2005. He served as executive vice president and president of the personal communications sector of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as president and chief executive officer of five businesses in the consumer, industrial and financial services areas, his most recent being president and chief executive officer of GE Lighting from July 1999 to May 2000. Mr. Zafirovski also serves as a director of The Boeing Company and three private companies (Apria Healthcare Group Inc., and non-executive chairman of the board for DJO Global, Inc. and Polymer Group Inc.). He received a B.A. degree in mathematics from Edinboro University in Pennsylvania. Mark C. Miller John Patience Mike S. Zafirovski Institutional Ownership Home / Institutional Ownership Ownership > 100% 1 2 3 4 5 6 7 8 9 10  Ownership Information Shares Outstanding 85,544,357 Short Interest Shares 5,739,953 Float (%)98.08 Institutional Ownership (%)99.75 Mutual Fund Ownership (%)52.82 Insider Ownership (%)1.92 Top 10 Instn Holders (%)45.86 Ownership Activity - Total Positions HOLDERS 661 SHARES 85,329,015 Total Positions HOLDERS 75 SHARES 2,012,466 New Positions HOLDERS 185 SHARES 7,002,533 Increased Positions HOLDERS 233 SHARES (6,672,569) Decreased Positions HOLDERS 100 SHARES (2,797,723) Soldout Positions SHARES Net Change (455,293) Institutional Ownership Company Shares % Out Value ($)Reported Change T. Rowe Price Group Inc.8,552,072 10.00 495,507,052 2/28/2018 90,879 Vanguard Group Inc.8,540,788 9.98 494,853,257 12/31/2017 101,723 BlackRock Inc.5,440,000 6.36 315,193,600 12/31/2017 84,740 State Street Global Advisors Inc.3,342,221 3.91 193,648,285 12/31/2017 25,456 Baillie Gifford & Co 2,591,720 3.03 150,164,257 12/31/2017 (40,368) Wells Capital Management Inc.2,395,513 2.80 138,796,023 12/31/2017 933,066 Fairpointe Capital LLC 2,317,923 2.71 134,300,459 12/31/2017 (34,575) Wells Fargo Funds Management LLC 2,107,722 2.46 122,121,413 12/31/2017 802,526 Clarkston Capital Partners LLC 2,002,235 2.34 116,009,496 12/31/2017 988,350 Invesco Ltd.1,936,445 2.26 112,197,623 12/31/2017 48,290 FMR LLC 1,618,056 1.89 93,750,165 12/31/2017 9,994 Thompson Siegel & Walmsley LLC 1,543,837 1.80 89,449,916 12/31/2017 699,059 Jennison Associates LLC 1,474,999 1.72 85,461,442 12/31/2017 (19,644) Norges Bank Investment Management 1,216,218 1.42 70,467,671 12/31/2017 440,043 Formuepleje A/S Fondsmaeglerselskab 1,168,308 1.37 67,691,766 1/31/2018 (34,800) Global Thematic Partners LLC 1,117,895 1.31 64,770,836 12/31/2017 190,023 Champlain Investment Partners LLC 1,063,598 1.24 61,624,868 12/31/2017 176,790 AllianceBernstein LP 997,988 1.17 57,823,425 12/31/2017 (58,372) Northern Trust Global Investments 961,780 1.12 55,725,533 12/31/2017 (32,012) Geode Capital Management LLC 947,136 1.11 54,877,060 12/31/2017 24,415  REFERENCE: Modified Agreement No. 10054 & No. 10055 (CCS)