ANNUAL REPORT 2014 ILLINOIS STATE BOARD OF INVESTMENT Table of Contents INTRODUCTION 2 Board Members 3 Letter to Trustees 8 Financial Highlights 9 Ten Year Summary FINANCIAL STATEMENTS 11 Independent Auditors’ Report 13 Financial Statements 14 Management’s Discussion and Analysis 16 Statements of Net Position 17 Statements of Changes in Net Position 18 Notes to Financial Statements SUPPLEMENTAL FINANCIAL INFORMATION 36 Portfolio of Investments 120 Portfolio Data 122 Investment Transactions with Brokers and Dealers 124 Restricted Investments 126 Staff and Investment Managers Printed on contract by authority of the State of Illinois, December 2, 2014 (100 copies at $25.75 each) ILLINOIS STATE BOARD OF INVESTMENT 1 Board Members Devon Bruce Roderick Bashir Justice Mary Seminara-Schostok CHAIRMAN EXECUTIVE COMMITTEE Devon Bruce Devon Bruce Appointed Member Chairman VICE CHAIRMAN Roderick Bashir Roderick Bashir Vice Chairman Appointed Member Justice Mary Seminara-Schostok RECORDING SECRETARY Recording Secretary Justice Mary Seminara-Schostok Michele Bush John Casey Chairman, Board of Trustees Michele Bush Judges’ Retirement System of Illinois Member at Large Michele Bush AUDIT & COMPLIANCE COMMITTEE Appointed Member Michele Bush, Chairman James Clayborne, Jr. John Casey Steven Powell Appointed Member Justice Mary Seminara-Schostok Judy Baar Topinka Senator James Clayborne, Jr. Chairman, Board of Trustees INVESTMENT POLICY COMMITTEE General Assembly Retirement System Devon Bruce, Chairman Steven Powell Roderick Bashir James Clayborne, Jr. Steven Powell Appointed Member Michele Bush John Casey Dan Rutherford Vacant Treasurer, State of Illinois EMERGING MANAGER COMMITTEE Judy Baar Topinka James Clayborne, Jr., Chairman Chairman, Board of Trustees Roderick Bashir State Employees’ Retirement System John Casey Dan Rutherford Judy Baar Topinka Dan Rutherford Judy Baar Topinka 2 ILLINOIS STATE BOARD OF INVESTMENT Letter to Trustees The General Assembly Retirement System The Judges’ Retirement System of Illinois The State Employees’ Retirement System of Illinois Illinois Power Agency Trust As of June 30, 2014 the value of the portfolio managed by the Illinois State Board of Investment (“ISBI” or the “Board”) was $15.1 billion. These are the assets under ISBI’s fiduciary control, available to meet the statutory needs of the General Assem- bly Retirement System, the Judges’ Retirement System of Illinois, the State Employees’ Retirement System of Illinois, and the Illinois Power Agency Trust. At the conclusion of FY2013 the portfolio value was $12.9 billion. Consistent with FY2013, FY2014 was very favorable to the portfolio, which enjoyed returns, net of all fees, of 17.9%, 1.6% above its policy benchmark of 16.3%, and 10.2% above the 7.75% actuarial rate of return assumed by the State Employees’ Retirement System of Illinois. The Board’s success in investing the portfolio and harboring the assets entrusted to its care was recognized by Institutional Investor Magazine when it named the Illinois State Board of Investment and its Executive Director as its Large Public Pension Plan of the Year for 2014. Similar to its experience in FY2013, the portfolio performed well in the slow growth economic conditions that characterized FY2014. Constructed to achieve a 7.75% rate of return over a long time horizon, the portfolio continues to be fully exposed to various forms of equity (e.g., public stocks, private equity, and equity real estate) and under-weighted to conventional debt securities. As a result, the portfolio has participated in the global economic expansion. Portfolio Issues Changes made to the portfolio in FY2014 amounted to routine adjustments associated with the administration of an institutional portfolio: periodic re-balancing, funding of private equity and real estate commitments, selection of new limited partnerships and continual monitoring of the portfolio. An ongoing and increasingly acute challenge to the portfolio has to do with identifi- cation of and exposure to assets with low, no, or negative correlation to global equities. Historically investors have looked to bonds as a diversifier to equities. Unfortunately, over the last ten years bonds have increas- ingly moved directionally with global equities—their utility as a diversifier has declined. Further, although fees associated with conventional fixed income have been very low, less than 10 bps, the returns generated by those assets have been problematic. For the five years ending June 30, 2014, the Barclay’s Aggregate Bond Index, an index of investment grade fixed income, returned 4.9%; for the same period the Russell 3000 Index, a broad domestic equity index, returned 19.3%. Further, given the current inter- est rate environment and the prospect for rates, it is difficult to be optimistic for an improvement in bond returns going forward. Nonetheless, prudence requires that investors continue to seek out diversifiers to global equities. Besides bonds, those diver- sifiers include core real estate, hedge funds, and alternative fixed income; given the increases in equity prices over the last few years, such diversification is increasingly critical. As such the Board has authorized an RFP search for emerging hedge fund managers that commenced late in FY2014 and is scheduled to conclude in mid-FY2015. Figure 1 Net Asset Allocation June 30, 2014 Fair Value Actual Asset Mix Policy Target $ % % U.S. equity $4,553,283,316 30 30% U.S. equity hedge funds 1,485,145,060 10 10 International equity 2,346,576,036 16 20 Commingled funds4 733,010,980 5 - 1 Maturities of one year or longer, including Fixed income1 2,416,272,292 16 16 convertible bonds. Bank Loans 689,256,558 5 4 2 Interests in limited partnerships and other entities, which have limited liquidity. Real estate 1,483,445,971 10 10 3 2 Includes money market instruments and other Private Equity 667,730,266 4 5 assets, less liabilities. Real Assets2 524,284,793 3 5 4 Holdings include fixed income and equity Cash3 210,370,103 1 - investments. Total $15,109,375,375 100% 100% ILLINOIS STATE BOARD OF INVESTMENT 3 Fixed income 16% International equity 16% Commingled funds 5% Bank loans 5% Real estate 10% U.S. equity 30% Private equity 4% Real Assets 3% Cash 1% U.S. equity hedge funds 10% Also critical is the Board’s continued rebalancing discipline and protocols. The portfolio is regularly adjusted to manage expo- sures and to closely track the asset allocation policy adopted by ISBI. Investment Results In FY2014 investors benefitted from positive returns in U.S. equity, hedge funds, international equity, fixed income, real estate and private equity, as measured by market indices. ISBI’s total fund was up 17.9% for FY2014, net of all expenses. This follows positive net returns of the total fund of 14.1%, 0.1%, 21.7% and 9.1% for FY2013, FY2012, FY2011 and FY2010, respectively. The staff at ISBI, as well as its retained consultants, aggressively monitors the totality of the portfolio, in particular, any investment managers that might not be meeting expectations. However, most of ISBI’s current managers have exceeded their individual benchmarks since they were retained. Figure 2 shows results over the three, five and ten year time periods. U.S. Equities In FY2014, the Russell 3000 Index, a broad representation of the U.S. market, was up 25.2%. Growth stocks exceeded value stocks with the Russell 3000 Growth Index up 26.8%, compared to the Russell 3000 Value Index up 23.7%. Large capitalization stocks slightly outperformed small capitalization stocks with the S&P 500 up 24.6%, compared to a 23.6% return for the Russell 2000. ISBI’s U.S. equity portfolio was up 24.1% for FY2014, 1.1% below the Russell 3000. The portfolio’s exposure to small capi- talization stocks, along with underperformance by certain individual managers, negatively contributed to the portfolio’s overall performance. Figure 2 shows ISBI’s U.S. equity portfolio performance for the three, five and ten year time periods. Structure analysis, rebalancing and risk management has enabled the U.S. equity portfolio to track the market with predictable consis- tency to achieve its objective. Hedge Funds ISBI’s hedge fund portfolio had a return of 15.0% for FY2014, compared to the 8.5% return for the HFRX Indexes. Figure 2 shows the long-term results for ISBI’s hedge fund portfolio. In FY2014 ISBI’s hedge fund managers received a broader mandate, allowing them to include Global Macro and Credit/Rela- tive Value investments in addition to their previous allocations to hedged equity. This change is likely to further increase the risk-adjusted returns of ISBI’s hedge fund portfolio. International Equities The Morgan Stanley ACWI ex U.S. Index is a broad index of global equities, including emerging markets, but excluding the United States. In FY2014 that index returned 22.8%, or 2.4% below the U.S. index. ISBI’s international equity portfolio was up 23.8%, 1.0% above the ACWI ex US Index. Figure 2 shows the long-term results for ISBI’s international equity portfolio. Fixed Income In FY2014 ISBI’s fixed income portfolio had a return of 6.5%, compared to the 5.2% return of the Barclay’s Capital Universal Bond Index. Exposure to high yield bonds and bank loans added to the performance of the overall fixed income portfolio. Figure 2 shows the long-term results for ISBI’s fixed income portfolio. Real Estate In FY2014, ISBI’s real estate portfolio earned a return of 14.5%. The NFI-ODCE (NCREIF Fund Index Open-End Diversified Core Equity), a measure of core, leveraged and open-end real estate funds, earned a return of 11.7%. ISBI has maintained its 80% Core/20% Non-Core real estate balance and has made new investments to diversify the core component. 4 ILLINOIS STATE BOARD OF INVESTMENT Figure 2. Investment Returns, June 30, 2014 (Annualized) 2014 2013 2012 2011 2010 3 Yrs.