PCS U.S. Employees
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2016 AND 2015, AND FOR THE YEAR ENDED DECEMBER 31, 2016
The following description of the PCS U.S. Employees Savings
Plan for Collectively Bargained Employees (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General
The Plan is a defined contribution plan sponsored by PCS Administration (USA), Inc. (the Company),
covering all eligible employees of PCS Purified Phosphates, PCS Nitrogen Ohio, L.P. (Lima), and White Springs Agricultural Chemicals, Inc., who are represented by a collective bargaining agreement, as defined in the Plan. The
Employee Benefits Committee of the Company controls and manages the operation and administration of the Plan. Fidelity Management Trust Company (Fidelity or Trustee) serves as the trustee of the Plan, and Fidelity Investments
Institutional Operations Company, Inc., an affiliate of the Trustee, is recordkeeper. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute up to 50% of base compensation each year, as defined in the Plan, subject to
certain Internal Revenue Code of 1986, as amended (IRC), limitations. These contributions may be pretax contributions and/or after-tax contributions. Participants who are age 50 and over may also make
catch-up
contributions. The Plan has an automatic enrollment provision under which new participants make a 3% pretax contribution, unless they formally waive participation or elect a different
participation level. The automatic enrollment provision does not apply to Lima employees who are covered under this Plan.
The Company
matches 100% of the first 3% of base compensation that participants contribute. Catch-up contributions are not eligible for the Company match. Participants may also rollover amounts representing distributions from other qualified defined benefit or
contribution plans (rollover contributions), which are not eligible for the Company match. The Company also contributes a basic contribution of 6% of base compensation on behalf of each eligible employee of Lima, as defined in the Plan.
The Company may also make a discretionary Company performance contribution ranging from 0% to 3% of each eligible participants base pay.
There was no discretionary Company performance contribution for the year ended December 31, 2016.
Participant
Accounts
Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the Companys matching contribution, the Companys discretionary
Company performance contribution when applicable, and allocations of Plan earnings. These accounts are also charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or
account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided to the participants vested account.
- 4 -
Investments
Participants direct the investment of their account balances and
contributions into various investment options offered by the Plan. The Plan currently offers Potash Corporation of Saskatchewan Inc. (PCS) common stock, a selection of mutual and common collective trust funds, and one pooled investment
stable value fund. The PCS stock purchase account is a money market fund that is used in the recordkeeping of the purchases and sales of fractional shares of PCS common stock and is not available as a participant-directed investment option.
Participants who are enrolled in the Plan under the automatic enrollment provisions and who have not otherwise made an investment election will
have their contributions and the Company contributions invested in the Plans default fund, which has been designated as the Fidelity Freedom Funds, specifically the Fidelity Freedom Fund that has a target retirement date closest to
the year that the participant might retire, based on the participants current age and assuming a normal retirement age of 65.
In
November 2015, participants were notified of investment option changes, changes to plan administrative fees and expenses, and the addition of revenue credits, all effective in January 2016. Investment balances and future contributions were moved
from the old investment options to the new and existing investment options on January 4, 2016. In addition to the previously charged asset-based fees and individual fees and expenses, beginning January 1, 2016, participants are being
charged plan administrative fees via quarterly deductions from their accounts. Additionally, beginning in the first quarter of 2016, certain investment funds will generate quarterly revenue credits which will be allocated to the accounts of
participants who invest in those funds.
Vesting
Participants are immediately vested in their own contributions and in
the discretionary Company performance contribution, plus actual earnings thereon. Vesting in the Companys matching contribution is based on years of continuous service. Participants vest 20% per year of credited service and are 100%
vested after five years of credited service. Lima participants are fully vested in the Companys matching contribution after a three-year period of service, although no partial vesting shall apply (i.e., three-year cliff vesting). Forfeited
balances of terminated participants are used to reduce future Company contributions.
Forfeited Accounts
At
December 31, 2016 and 2015, there were no forfeited nonvested accounts. Accounts forfeited during the year ended December 31, 2016, totaling $1,524, were used to reduce Company contributions to the Plan.
Participant Loans
Participants may borrow from their fund accounts up to a maximum amount equal to the lesser of $50,000 or
50% of their vested account balance. Loan terms range from one to five years or up to 20 years for the purchase of a primary residence. The loans are secured by the balance in the participants account. All new loans bear interest at
the prime rate plus 200 basis points. Previously, interest rates on outstanding general loans were set at two percentage points above the rate for
five-year
U.S. Treasury notes on the last day of the preceding
calendar quarter in which the funds were borrowed and interest rates on primary residence loans were set at the standard lending rate for 20-year fixed rate home mortgage loans. Principal and interest are paid ratably through payroll deductions. As
of December 31, 2016, participant loans have maturities through 2035 at interest rates ranging from 3.0% to 7.0%.
Effective
January 1, 2017, several changes to the frequency of loans became effective, including: Participants may only have one outstanding loan at any time, either a home loan or a general purpose loan. Participants may not receive a new loan if they
already have an outstanding loan from any other tax-qualified plan sponsored by the Company or an affiliate. Participants may not take out a new loan until 12 months have passed from the date that they have paid off a previous loan in full. The
maximum amount of loans that participants may borrow will be the lesser of: 50% of their account balance (excluding Company matching contributions and discretionary Company performance contributions in their account) and $50,000 minus the highest
loan balance in the previous 12 months, determined as of the date they apply for the loan.
- 5 -
Payment of Benefits
On termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of the participants vested interest in his or her account or installment payments to the extent permitted by other Plan provisions. A participant may elect to receive payment of benefits
prior to termination of service, as defined in the Plan. Participants may elect to receive their investment in the PCS stock fund in cash or in whole shares of PCS common stock. The Plan includes an employee stock ownership plan feature with a
dividend payout program whereby participants may elect to receive dividends paid on their vested shares of PCS common stock in the PCS stock fund in PCS common stock or cash.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Accounting
The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires Plan management to make estimates
and assumptions that affect the reported amounts of net assets available for benefits and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments, including mutual funds, a pooled investment stable
value fund, and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. As of December 31, 2016, there was a significant
concentration of participant-directed investments in the common stock of the Companys parent (15%).
Investment Valuation and
Income Recognition
The Plans investments are stated at fair value. The fair value of a financial instrument is the price that would be received to sell an asset in an orderly transaction between market participants at the
measurement date. See Note 3 for a description of valuation methods.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plans gains and losses on investments bought and sold as well as held during
the year.
Management fees and operating expenses charged to the Plan for investments in the mutual funds and pooled investment stable
value fund are deducted from income earned on a daily basis and are not separately charged to an expense. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus
any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
- 6 -
Administrative Revenue (Expense)
Administrative expenses of the Plan are paid
by the Plan or the Plan sponsor, as provided in the Plan document. Investment management fees for certain investments are included as a reduction of investment return and not reflected separately in the statement of changes in net assets available
for benefits. Administrative revenues arise when investment managers return a portion of the investment fees to the Trustee to offset the administrative expenses. Any excess resulting from this revenue sharing remains in an unallocated account from
which future Plan expenses can be paid. The Plan held undistributed administrative revenues of $0 and $1,039, at December 31, 2016 and 2015, respectively.
Payment of Benefits
Benefit payments to participants are recorded upon distribution. There were no amounts allocated to
accounts of participants who had elected to withdraw from the Plan, but had not yet been paid at December 31, 2016 and 2015.
3.
|
FAIR VALUE MEASUREMENTS
|
Fair value measurements establish a fair value hierarchy that
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 or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are described below:
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2
Quoted prices in markets that are not considered to be active or
financial instruments for which all significant inputs are observable, either directly or indirectly. Level 2 inputs may also include pricing models whose inputs are observable or derived principally from or corroborated by observable market
data.
Level 3
Prices or valuations that require inputs that are both significant to the fair value measurement and
unobservable.
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement.
The following descriptions of the valuation methods and assumptions used by the Plan to
estimate the fair values of the investments apply to the investments held by the Plan.
Common Stock
The PCS Common
stock is valued using quoted closing prices listed on a nationally recognized security exchange (Level 1 inputs).
Mutual Funds and
Short Term Funds
Shares of registered investment companies and money market funds are valued at quoted market prices that represent the net asset value (NAV) of shares held at the Plan year-end (Level 1 inputs).
Common Collective Trust
This fund is valued at its redemption price which is based on the NAV of units held by the Plan on the
last business day of the year, as determined by the issuer of the fund based on the fair value of the underlying investments.
Stable
Value Fund
The Fidelity Managed Income Portfolio II (the Portfolio), the pooled investment stable value fund, is stated at fair value which is contract value, as the Portfolios investment contracts are fully
benefit-responsive. Contract value of the Portfolio is the value at which participants ordinarily transact and is the sum of participant and Company contributions, plus accrued interest thereon less withdrawals.
- 7 -
As a practical expedient, the fair value of participation units in the stable value fund is based
upon the NAV of such fund as reported in the audited financial statements of the stable value fund. NAV is determined to be contract value, the value at which participants ordinarily transact. Redemption is permitted daily with no restrictions or
notice periods and there are no unfunded commitments.
In accordance with GAAP, investments measured at NAV as a practical expedient have
not been classified in the fair value hierarchy. The fair value amounts presented in the following tables are intended to permit reconciliation to the amounts presented in the statements of net assets available for benefits.
The Plans investment assets at fair value, set forth by level within the fair value hierarchy, as of December 31, 2016 and 2015,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Assets
at Fair Value as of December 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
PCS common stock
|
|
$
|
5,979,942
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,979,942
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap equity funds
|
|
|
5,135,565
|
|
|
|
|
|
|
|
|
|
|
|
5,135,565
|
|
Balanced funds
|
|
|
13,636,264
|
|
|
|
|
|
|
|
|
|
|
|
13,636,264
|
|
Mid cap equity funds
|
|
|
292,267
|
|
|
|
|
|
|
|
|
|
|
|
292,267
|
|
Multi cap equity funds
|
|
|
1,269,874
|
|
|
|
|
|
|
|
|
|
|
|
1,269,874
|
|
International equity funds
|
|
|
702,851
|
|
|
|
|
|
|
|
|
|
|
|
702,851
|
|
Bond funds
|
|
|
278,823
|
|
|
|
|
|
|
|
|
|
|
|
278,823
|
|
Short term funds
|
|
|
1,762,387
|
|
|
|
|
|
|
|
|
|
|
|
1,762,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal investment assets at fair value
|
|
|
29,057,973
|
|
|
|
|
|
|
|
|
|
|
|
29,057,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment measured at NAVCommon Collective Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,690,143
|
|
Investment measured at NAVStable value fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,154,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,902,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Assets
at Fair Value as of December 31, 2015
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
PCS common stock
|
|
$
|
5,159,494
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,159,494
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large cap equity funds
|
|
|
12,259,631
|
|
|
|
|
|
|
|
|
|
|
|
12,259,631
|
|
Balanced funds
|
|
|
12,218,674
|
|
|
|
|
|
|
|
|
|
|
|
12,218,674
|
|
Multi cap equity funds
|
|
|
1,201,298
|
|
|
|
|
|
|
|
|
|
|
|
1,201,298
|
|
International equity funds
|
|
|
691,097
|
|
|
|
|
|
|
|
|
|
|
|
691,097
|
|
Bond funds
|
|
|
479,729
|
|
|
|
|
|
|
|
|
|
|
|
479,729
|
|
Short term funds
|
|
|
1,437,099
|
|
|
|
|
|
|
|
|
|
|
|
1,437,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal investment assets at fair value
|
|
|
33,447,022
|
|
|
|
|
|
|
|
|
|
|
|
33,447,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment measured at NAVStable value fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,495,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,942,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 8 -
For the years ended December 31, 2016 and 2015, there were no transfers in or out of
Levels 1, 2, or 3. The Plans policy is to recognize transfers between levels at the end of the reporting period.
The Fidelity Managed Income Portfolio II
The
Portfolio is a stable value fund that is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans. The Portfolio is invested in fixed interest insurance company investment contracts, money market funds, corporate and government
bonds, mortgage-backed securities, bond funds, and other fixed income securities, with the objective of providing a high level of return that is consistent with also providing stability of investment return and preservation of capital and liquidity
to pay the Plan benefits of its retirement plan investors.
Certain events limit the ability of the Plan to transact at contract value with
the Portfolio issuer. Such events include the following: (a) the Plans failure to qualify under the IRC; (b) the establishment of a defined contribution plan that competes with the Plan for employee contributions; (c) any
substantive modification of the Portfolio or the administration of the Portfolio that is not consented to by the wrap issuer; (d) any change in law, regulation, or administrative ruling applicable to the Plan that could have a material adverse
effect on the Portfolios cash flow; (e) any communication given to unitholders that is designed to induce or influence unitholders not to invest in the Portfolio or to transfer assets out of the Portfolio; (f) any transfer of assets
from the Portfolio directly to a competing investment option; or (g) the inability of the Portfolio to maintain wrap contracts covering its underlying assets. The Plan administrator does not believe the occurrence of any such value event, which
would limit the Plans ability to transact at contract value with participants, is probable.
Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment in the Portfolio at contract value. The crediting interest rates were 1.58% and 1.52% at December 31, 2016 and 2015, respectively, which were based on the interest rates of the
underlying portfolio of assets. The average yield for the year ended December 31, 2016, was 2.01%. The participants in the Plan are able to redeem from the Portfolio immediately. The Portfolio has no redemption restrictions and there is no
redemption notice period required for participants.
5.
|
EXEMPT PARTY-IN-INTEREST TRANSACTIONS
|
Certain Plan investments are shares of investment
funds managed by Fidelity Investments Institutional Operations Company, Inc., an affiliate of the Trustee, investment manager and recordkeeper. These transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for the
investment management services were included as a reduction of the return earned on each fund. At December 31, 2016 and 2015, the Plan held approximately 330,566 and 301,372 shares, respectively, of PCS common stock, with a cost basis of
$10,062,381 and $10,284,818, respectively. During the year ended December 31, 2016, the Plan recorded dividend income of $310,533.
Although it has not expressed any intention to do so, the Company has
the right under the Plan document to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
- 9 -
7.
|
FEDERAL INCOME TAX STATUS
|
The Internal Revenue Service (IRS) has determined
and informed the Company by a letter dated September 18, 2013, that the Plan was designed in accordance with applicable IRC requirements. Although the Plan has been amended since receiving the determination letter, the Plan administrator
believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. GAAP requires Plan
management 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 IRS. The Plan administrator has
analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2016, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the
Plans financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax
examinations for years prior to 2013.
Administrative errors occurred during 2016 which affected certain participant loan amortization
schedules and revenue sharing credits. In order to prevent the Plan from incurring a qualification defect, the Plan sponsor took the necessary corrective action, and consequently believes the Plan has maintained its tax-exempt status.
8.
|
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
|
The following is a
reconciliation of the financial statements as of December 31, 2016 and 2015 to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Statements of net assets available for benefits:
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements
|
|
$
|
40,668,309
|
|
|
$
|
38,084,752
|
|
Company performance contribution receivable
|
|
|
|
|
|
|
(454,039
|
)
|
Adjustment from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
10,925
|
|
|
|
17,915
|
|
|
|
|
|
|
|
|
|
|
Net assets per the Form 5500
|
|
$
|
40,679,234
|
|
|
$
|
37,648,628
|
|
|
|
|
|
|
|
|
|
|
Statement of changes in net assets available for benefits:
|
|
|
|
|
|
|
|
|
Decrease in net assets per the financial statements
|
|
$
|
2,583,557
|
|
|
|
|
|
Decrease in Company performance contribution receivable
|
|
|
454,039
|
|
|
|
|
|
Net change in adjustment from fair value to contract value
|
|
|
(6,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and transfers per the Form 5500
|
|
$
|
3,030,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 11, 2016, the Parent Company of the Plan sponsor,
PCS, entered into an Arrangement Agreement with a third party to combine their businesses. This proposed transaction is anticipated to be completed in 2017, with no immediate impact to the Plan.
******
- 10 -
SUPPLEMENTAL SCHEDULE
- 11 -
PCS U.S. EMPLOYEES SAVINGS PLAN
FOR COLLECTIVELY BARGAINED EMPLOYEES
Employer ID No:
562111626
Plan No: 007