Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-3880
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
6363 Main Street, Williamsville, New York 14221
(Address of principal executive office)
REQUIRED INFORMATION
| |
1. | Plan financial statements and schedules prepared in accordance with financial reporting requirements of ERISA. |
See accompanying Index on next page.
|
| |
Exhibit Number | Description of Exhibit |
23 | Consent of Independent Registered Public Accounting Firm |
| |
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
|
| | |
| | |
| | |
| | |
| | Page |
| | Number |
| | |
| | |
Financial Statements: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Supplemental Schedule: | | |
| | |
| | |
| | |
Report of Independent Registered Public Accounting Firm
To the Participants and
Tax-Deferred Savings Plan Committee
of the National Fuel Gas Company
Tax-Deferred Savings Plan for Non-Union Employees
We have audited the accompanying statements of net assets available for benefits of the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees (the Plan) as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years 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 audits.
We conducted our audits 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audits provide 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 National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
(Continued)
Report of Independent Registered Public Accounting Firm
(Continued)
The supplemental Schedule H, line 4i - Schedule of Assets (Held at End of Year) has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. 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/ BONADIO & CO., LLP
Bonadio & Co., LLP
June 22, 2016
Amherst, New York
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2015 AND 2014
|
| | | | | | | | |
| | | | |
| | | | |
| | December 31, |
| | 2015 | | 2014 |
Assets: | | | | |
| | | | |
Investments at Fair Value | | $ | 273,878,163 |
| | $ | 336,716,306 |
|
| | | | |
Receivables: | | | | |
Notes Receivable from Participants | | 1,939,168 |
| | 2,035,295 |
|
| | | | |
Employer Contributions | | 573,086 |
| | 507,454 |
|
| | | | |
Dividends Receivable | | 73,970 |
| | 69,614 |
|
| | | | |
Total Assets | | 276,464,387 |
| | 339,328,669 |
|
| | | | |
Liabilities: | | | | |
| | | | |
Dividends Payable to Participants | | 73,970 |
| | 69,614 |
|
| | | | |
Net Assets Available for Benefits | | $ | 276,390,417 |
| | $ | 339,259,055 |
|
The accompanying notes are an integral part of these financial statements.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
|
| | | | | | | | |
| | | | |
| | | | |
| | December 31, |
| | 2015 | | 2014 |
Investment Income from National Fuel Gas Company ESOP Fund | | $ | 3,391,356 |
| | $ | 3,341,381 |
|
| | | | |
Interest and Dividend Income | | 586,641 |
| | 555,306 |
|
| | | | |
Investment Income from Mutual Funds | | 3,971,962 |
| | 3,469,809 |
|
| | | | |
Total Investment Income | | 7,949,959 |
| | 7,366,496 |
|
| | | | |
Net Appreciation (Depreciation) in Fair Value of Investments | | (61,062,348 | ) | | 4,456,428 |
|
| | | | |
Interest Income from Notes Receivable from Participants | | 89,947 |
| | 88,188 |
|
| | | | |
Employer Contributions | | 6,613,351 |
| | 5,954,562 |
|
| | | | |
Participant Contributions | | 9,196,833 |
| | 8,986,046 |
|
| | | | |
Participant Purchase and Loan Fees | | (3,440 | ) | | (3,820 | ) |
| | | | |
Rollovers and Other Individual Transfers In | | 1,033,537 |
| | 76,620 |
|
| | | | |
Dividend Payments to Participants | | (283,059 | ) | | (277,382 | ) |
| | | | |
Benefit Payments to Participants or Beneficiaries | | (26,403,418 | ) | | (20,344,226 | ) |
| | | | |
Increase (Decrease) In Net Assets Available for Benefits | | (62,868,638 | ) | | 6,302,912 |
|
| | | | |
Net Assets Available for Benefits: | | | | |
Beginning of Year | | 339,259,055 |
| | 332,956,143 |
|
| | | | |
End of Year | | $ | 276,390,417 |
| | $ | 339,259,055 |
|
The accompanying notes are an integral part of these financial statements.
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 1 - DESCRIPTION OF PLAN
General:
The following is a brief description of the National Fuel Gas Company Tax-Deferred Savings Plan For Non-Union Employees (the Plan) provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan as permitted under Section 401(k) of the Internal Revenue Code. The Plan was adopted July 26, 1984, effective as of July 1, 1984, and has been amended and restated since that time. It is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
During 2003, the Board of Directors of National Fuel Gas Company approved the merger of the National Fuel Gas Company Employees’ Thrift Plan (the “Thrift Plan”) into the Plan, in part, and into another plan, in part. Specifically, the account balances contained in the Thrift Plan’s Government Bond Fund and the Pooled Investment Contract Fund were merged into the Vanguard Total Bond Market Index Fund and the Vanguard Retirement Savings Trust, respectively, within the Plan. Former Thrift Plan participants have the option to move these funds into other investment options offered by the Plan and retain the same rights and features of the former Thrift Plan. Former Thrift Plan funds are kept separate from any funds that a participant invests directly into the Plan.
Effective July 1, 2003, an additional Retirement Savings Account benefit was provided to certain participants in the Plan. Participants should refer to the Plan document for more complete information.
Effective September 28, 2007, the Plan was amended such that the portion of the Trust invested in National Fuel Gas Company Stock Fund A and National Fuel Gas Company Stock Fund B is designated as an Employee Stock Ownership Plan (“ESOP”). The ESOP portion of the Plan is intended to be a stock bonus plan as defined in Treasury Regulations section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan under the requirements of sections 401(a) and 4975(e) of the Internal Revenue Code. Cash dividends paid with respect to shares of stock held in the ESOP as of the record date for such dividends shall be, at the election of the participant or beneficiary, either (i) paid or distributed in cash to the participant or beneficiary, or (ii) paid to the applicable National Fuel Gas Company ESOP Fund and reinvested in National Fuel Gas Company common stock. Except with respect to hardship withdrawals, if a participant or beneficiary fails to make a proper election with respect to a dividend, the participant or beneficiary shall be deemed to have elected to have the dividend paid to the applicable National Fuel Gas Company ESOP Fund and reinvested in National Fuel Gas Company common stock.
Eligibility and Participation:
Originally, the Plan was established for the benefit of professional, administrative or executive (i.e., salaried) employees of National Fuel Gas Company and its participating subsidiaries (the Company). Persons who were salaried employees on July 1, 1984, were eligible to participate at that date. Effective on various dates since July 1, 1984, most non-union non-salaried employees of the Company became eligible to participate in the Plan. Eligible non-union employees may participate if they are at least 18, meet the service requirement and work at least 1,000 hours (or three continuous months of full-time employment). There are three groups of non-union employees who are eligible to participate in the Plan. Employer contributions vary by group and employee salary reduction contributions. Certain Plan participants who are at least 18, meet the service requirement and work at least 1,000 hours (or three continuous months of full-time employment), and whose first hour of service with the Company is credited on or after July 1, 2003 are eligible for the Retirement Savings Account benefit. Employees who are employed in the categories Customer Support Representative I or Customer Support Representative II, or who are employed as clerks in the Government Affairs Department, or as student clerks, student interns, or individuals whose employment is through a cooperative educational program, are not eligible to participate in the Plan. The Plan also contains an automatic enrollment feature.
Contributions:
Participants may direct the Company to reduce their base salaries by a specified full percentage that ranges from 2% to 50%. These salary reductions are subject to certain Plan and Internal Revenue Code limitations, and the Company remits them to the Plan Trustee on the participants' behalf. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants may change their investment allocation on a daily basis. In addition, the Company makes an employer matching contribution that ranges from 2% to 6% of the participant's base salary, depending on the employee group and rate of salary reduction contributions. Participants eligible for the Retirement Savings Account benefit receive a Company contribution of 3% or 4% of the participant’s compensation (in addition to any employer matching contributions under the Plan), depending on the participant’s years of service. The Company contribution in the Retirement Savings Account is participant directed and can be directed into any of the Plan’s investment options except for the Common Stock of National Fuel Gas Company.
"Base salary" is defined in the Plan generally to mean a participant's base annual salary for a payroll period. An individual participant's salary reduction contributions to the Plan are subject to ceilings imposed by the Internal Revenue Service. The ceiling was $17,500 for 2014 and increased to $18,000 for 2015 and 2016. However, if a participant is age 50 or over, the ceiling was $23,000 for 2014 and increased to $24,000 for 2015 and 2016.
Participants' accounts, including all salary reduction contributions, employer matching contributions, and the earnings thereon, are at all times fully vested and nonforfeitable. Participants’ accounts within the Retirement Savings Account are 100% vested following five years of service for all pre-January 1, 2007 employer contributions, and following three years of service for all employer contributions thereafter. Forfeitures may be used to reduce Company contributions. Forfeitures amounted to $28,294 and $31,005 for the years ended December 31, 2015 and 2014, respectively. Unused forfeitures amounted to $5 and $8,543 at December 31, 2015 and 2014, respectively.
Employer Matching Contributions:
Employer matching contributions are invested in a fund consisting primarily of the common stock of National Fuel Gas Company (National Fuel Gas Company ESOP Fund). This fund also maintains a small cash position in the Vanguard Prime Money Market Fund and may also include receivables and/or payables for unsettled security transactions and receivables for accrued dividends. A separate account is maintained for each participant showing his/her interest in this fund.
Participants may exchange all or a portion of their National Fuel Gas Company common stock (National Fuel Gas Company ESOP Fund) for an interest in another fund.
Distributions, Notes Receivable from Participants and Withdrawals:
Plan participants (or their beneficiaries) may receive distributions from the Plan upon death, retirement, disability or other termination, in accordance with a qualified domestic relations order, or in the event of hardship, subject to the Plan's limitations and restrictions. In certain cases, participants may postpone receipt of Plan distributions.
Plan participants may borrow from their accounts in accordance with certain Plan rules. The loans are collateralized by the participant’s account. Such loans are shown on the Statements of Net Assets Available for Benefits as Notes Receivable from Participants. Notes Receivable from Participants are valued at their unpaid principal balances. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Former Thrift Plan Participants may, at any time, withdraw the entire value of those amounts transferred to the Plan.
Participant Accounts:
Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Company’s contribution, (b) Plan earnings, and (c) investment fees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Administration:
A Tax-Deferred Savings Plan Committee appointed by the Chief Executive Officer of National Fuel Gas Company is the Administrator of the Plan. The assets of the Plan are held by the Trustee, Vanguard Fiduciary Trust Company (Vanguard).
Plan Termination:
The Company reserves the right in its discretion to amend, suspend, or terminate the Plan at such time as it deems appropriate, subject to the provisions of ERISA. In the event that the Plan is terminated, participants are entitled to all salary reduction contributions, employer matching contributions and earnings thereon within their accounts. Participants with a Retirement Savings Account are entitled to the vested portion of such account.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting:
The accompanying financial statements are prepared on the accrual basis of accounting.
Reclassification:
Due to the adoption of Accounting Standards Update (ASU) 2015-12, which is discussed below under Recently Issued Accounting Pronouncements, certain prior year amounts have been reclassified to conform with current year presentation.
Investment Valuation and Income Recognition:
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 3 for discussion of fair value measurements.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year. Capital gain distributions are included in investment income.
Risks and Uncertainties:
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, currency 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 Statement of Net Assets Available for Benefits.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
Administrative Expenses:
Expenses related to administration of the Plan and Trust are borne by the Company. Brokerage commissions and similar costs of acquiring or selling securities (if any) that are incurred by a Vanguard investment fund are borne by the participant. Brokerage commissions and similar costs of acquiring or selling securities that are incurred with respect to National Fuel Gas Company common stock held in the National Fuel Gas Company ESOP Fund are paid by the Company. Fees for managing the National Fuel Gas Company ESOP Fund are borne by the participant. Loan origination fees and annual maintenance fees for each loan are also borne by the participant.
Payments of Benefits:
Benefit payments to participants are recorded upon distribution.
Recently Issued Accounting Pronouncements:
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for entities (other than public business entities) for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. Early application is permitted. Management has elected to adopt early and, accordingly, the presentation of the financial statements and notes herein have been changed to reflect such adoption.
In July 2015, the FASB issued ASU 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. Part I of the ASU eliminates the requirements to measure the fair value of fully benefit-responsive investment contracts and provide certain disclosures. Contract value is the only required measure for fully benefit-responsive investment contracts. Part II of the ASU eliminates the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. It also simplifies the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics and risks. Further, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III of the ASU is not applicable to the Plan. The ASU is effective for fiscal years beginning after December 15, 2015. Parts I and II are to be applied retrospectively. Management has elected to adopt Parts I and II early and, accordingly, the presentation of the financial statements and notes herein have been changed to reflect such adoption.
NOTE 3 – FAIR VALUE MEASUREMENTS
The FASB authoritative guidance regarding fair value measurements establishes a fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. Those inputs are prioritized into three levels. Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities that the Plan can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly at the measurement date. Level 3 inputs are unobservable inputs for the asset or liability at the measurement date. The Plan's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
The following table sets forth, by level within the fair value hierarchy, the Plan’s investments that were accounted for at fair value on a recurring basis as of December 31, 2015 and December 31, 2014. The Plan’s investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. For the years ended December 31, 2015 and December 31, 2014, no transfers in or out of Level 1 or Level 2 occurred.
|
| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Recurring Fair Value Measures: | | At Fair Value as of December 31, 2015 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Investments: | | | | | | | | |
National Fuel Gas Company ESOP Fund | | $ | — |
| | $ | 95,454,623 |
| | $ | — |
| | $ | 95,454,623 |
|
Mutual Funds | | 150,147,022 |
| | — |
| | — |
| | 150,147,022 |
|
| | $ | 150,147,022 |
| | $ | 95,454,623 |
| | $ | — |
| | $ | 245,601,645 |
|
Common/Collective Trust Fund | | | | | | | | 28,276,518 |
|
Total Investments | | | | | | | | $ | 273,878,163 |
|
|
| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Recurring Fair Value Measures: | | At Fair Value as of December 31, 2014 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Investments: | | | | | | | | |
National Fuel Gas Company ESOP Fund | | $ | — |
| | $ | 151,829,716 |
| | $ | — |
| | $ | 151,829,716 |
|
Mutual Funds | | 154,357,634 |
| | — |
| | — |
| | 154,357,634 |
|
| | $ | 154,357,634 |
| | $ | 151,829,716 |
| | $ | — |
| | $ | 306,187,350 |
|
Common/Collective Trust Fund | | | | | | | | 30,528,956 |
|
Total Investments | | | | | | | | $ | 336,716,306 |
|
The fair value of the National Fuel Gas Company ESOP Fund reported in Level 2 is primarily based on the quoted market value of National Fuel Gas Company common stock as well as the value of cash positions, such as money market instruments, and receivables at the close of the Plan year. The mutual funds reported in Level 1 are Securities and Exchange Commission (SEC) registered investments. The fair values of the Plan’s mutual funds are based on quoted market prices as these instruments have active markets.
The Plan invests in investment contracts through a common/collective trust. The common/collective trust fund is stated at fair value as determined by the Vanguard Retirement Savings Trust based on the fair value of the underlying investments. Its underlying investments in investment contracts are valued at fair value and then adjusted by the issuer to contract value, which represents contributions made less withdrawals plus interest accrued using a crediting rate formula. The crediting rate is the discount rate that equates the estimated future market value with such portfolio’s current contract value. Crediting rates are reset quarterly, but cannot fall below zero. The common/collective trust fund’s underlying investments seek to preserve capital and provide a competitive level of income over time that is consistent with the preservation of capital. For the Plan year ended December 31, 2015, the Plan adopted ASU 2015-07, which removed the requirements to categorize net asset value investments within the fair value hierarchy.
There are not any unfunded commitments whereby the Plan or its participants are required to invest a specified amount of additional capital at a future date to fund investments that will be made by the common/ collective trust. The common/collective trust fund does not have any significant restrictions on redemptions. Participant-directed redemptions can be made on any business day and do not have a redemption notice period. Certain events, such as a change in law, regulation, administrative ruling or employer-initiated termination of the common/collective trust, may limit the ability of the Plan to transact the common/collective trust fund at contract value. The occurrence of any such events is not considered probable as of December 31, 2015.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan 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. There have been no changes in the methodologies used at December 31, 2015 and 2014.
NOTE 4 - INCOME TAXES
Accounting principles generally accepted in the United States of America require the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service (IRS). The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan's annual return/report is subject to examination by the IRS. The IRS determined in a letter dated September 14, 2013 that the Plan and related trust were designed in accordance with applicable sections of the Internal Revenue Code (IRC). While the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 5 - PARTIES-IN-INTEREST
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard. Vanguard acts as trustee for only those investments as defined by the Plan. The Plan also invests in common stock of National Fuel Gas Company. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. Notes Receivable from Participants also qualify as party-in-interest.
NOTE 6 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2015 and 2014 to Form 5500:
|
| | | | | | | | |
| | | | |
| | | | |
| | 2015 | | 2014 |
| | | | |
Net assets available for benefits per the financial statements | | $ | 276,390,417 |
| | $ | 339,259,055 |
|
Adjustment from contract value to fair value for fully benefit-responsive investment contracts | | — |
| | 937,154 |
|
Net assets available for benefits per Form 5500 | | $ | 276,390,417 |
| | $ | 340,196,209 |
|
The following is a reconciliation of the statement of changes in net assets available for benefits per the financial statements at December 31, 2015 and 2014 to Form 5500:
|
| | | | | | | | |
| | | | |
| | | | |
| | 2015 | | 2014 |
| | | | |
Increase (Decrease) in net assets available for benefits per the financial statements | | $ | (62,868,638 | ) | | $ | 6,302,912 |
|
Change in adjustment from contract value to fair value for fully benefit-responsive investment contracts | | (937,154 | ) | | 136,629 |
|
Increase (Decrease) in net assets available for benefits per Form 5500 | | $ | (63,805,792 | ) | | $ | 6,439,541 |
|
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
EIN: 13-1086010 PLAN No. 006
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2015
|
| | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | (b) Identity of Issue, | | (c) Description of Investment | | | | |
| | Borrower, Lessor | | Including Maturity Date, Rate of Interest, | | | | (e) Current |
(a) | | or Similar Party | | Collateral, Par or Maturity Value | | (d) Cost | | Value |
| | | | | | | | |
* | | National Fuel Gas Company | | ESOP Fund (3,158,468 units) | | ** | | $ | 95,454,623 |
|
| | | | | | | | |
| | Mutual Funds: | | | | | | |
* | | Vanguard Group of Investment Companies | | Institutional Index Fund (349,277 units) | | ** | | 65,181,999 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Total Bond Market Index Fund (2,037,579 units) | | ** | | 21,679,836 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | STAR Fund (879,465 units) | | ** | | 20,482,733 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Extended Market Index Fund (288,382 units) | | ** | | 18,335,340 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | European Stock Index Fund (268,820 units) | | ** | | 7,166,742 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Prime Money Market Fund (6,602,142 units) | | ** | | 6,602,142 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Pacific Stock Index Fund (426,177 units) | | ** | | 4,572,884 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Growth Index Fund (69,885 units) | | ** | | 3,827,625 |
|
| | | | | | | | |
* | | Vanguard Group of Investment Companies | | Value Index Fund (72,210 units) | | ** | | 2,297,721 |
|
| | | | Total Vanguard Mutual Funds | | | | 150,147,022 |
|
| | | | | | | | |
| | Common/Collective Trust (1): | | | | | | |
* | | Vanguard Group of Investment Companies | | Retirement Savings Trust III (28,276,518 units) | | ** | | 28,276,518 |
|
| | | | | | | | |
* | | National Fuel Gas Company Tax-Deferred Savings Plan For Non-Union Employees | | Participant Loan Account (Interest rates range from 4.25% to 10.0%) | | | | 1,939,168 |
|
| | | | | | | | |
| | TOTAL | | | | | | $ | 275,817,331 |
|
* Denotes known party-in-interest to the Plan.
** Investments are participant directed, thus cost information is not required.
| |
(1) | The audited annual report for the Vanguard Retirement Savings Trust has been filed with the Department of Labor by the Vanguard Fiduciary Trust Company. The entity's tax identification number is 23-2186884. |
SIGNATURES
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.
NATIONAL FUEL GAS COMPANY
TAX DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(Name of Plan)
By /s/ D.P. Bauer
D.P. Bauer
Treasurer and Principal Financial Officer
By /s/ K.M. Camiolo
K.M. Camiolo
Controller and Principal Accounting Officer
Date: June 22, 2016
EXHIBIT INDEX
|
| |
| |
| |
Exhibit Number | Description of Exhibit |
23 | Consent of Independent Registered Public Accounting Firm |