Page | |||
1. | Report of Independent Registered Public Accounting Firm | 1 | |
2. | Plan Financial Statements and Supplemental Schedules prepared in accordance with the financial reporting requirements of ERISA | 2 | |
3. | Signatures | 13 | |
4. | Consent | 14 |
Independent Auditor’s Report | |
Financial Statements | |
Statements of Net Assets Available for Benefits at December 31, 2015 and 2014 | |
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2015 and 2014 | |
Notes to Financial Statements | 3-9 |
Supplemental Schedule | |
Schedule H, line 4i - Schedule of Assets (Held at End of Year) at December 31, 2015 | |
Schedule H, line 4j - Schedule of Reportable Transactions for the year ended December 31, 2015 |
Note: | Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted as they are not applicable. |
Assets | December 31, | |||||
Investments: | 2015 | 2014 | ||||
Investments at fair value (see Notes 9 & 10) | $ | 9,423 | $ | 11,283 | ||
Receivables: | ||||||
Participant Loans | 377 | 337 | ||||
Net assets available for benefits | $ | 9,800 | $ | 11,620 | ||
Year Ended December 31, | ||||||
2015 | 2014 | |||||
Additions | ||||||
Earnings on investments: | ||||||
Interest | $ | 39 | $ | 35 | ||
Dividends | 210 | 326 | ||||
Net (depreciation)/appreciation in fair value of investments | (1,405 | ) | 172 | |||
(1,156 | ) | 533 | ||||
Contributions received from: | ||||||
Employers (see Note 1) | 594 | 586 | ||||
Participants (including rollovers) | 459 | 708 | ||||
Total additions | (103 | ) | 1,827 | |||
Deductions | ||||||
Benefit payments directly to participants or beneficiaries | 1,692 | 2,411 | ||||
Administration expenses | 7 | 6 | ||||
Total deductions | 1,699 | 2,417 | ||||
Net deductions | (1,802 | ) | (590 | ) | ||
Net transfers out of the plan | (18 | ) | — | |||
Net assets available for benefits: | ||||||
Beginning of year | 11,620 | 12,210 | ||||
End of year | $ | 9,800 | $ | 11,620 | ||
1. | Plan description - The following description provides general information regarding the U. S. Steel Tubular Services Savings Plan (the Plan), a defined contribution plan. The Plan covers non-union salaried employees of: |
• | U. S. Steel Tubular Products, Inc. - Tubular Processing - Houston Operations, U. S. Steel Oilwell Services, LLC - Wheeling Machine Products, U. S. Steel Oilwell Services, LLC - Offshore Operations - Houston, U. S. Steel Oilwell Services, LLC - Rig Site Services, and |
• | certain employees of United States Steel Corporation (the Company or Plan Sponsor) who were assigned to the entities listed above (through January 31, 2016). |
a. | Contributions - The Plan receives (1) Participant contributions (a) as pre-tax, after-tax and/or Roth 401(k) savings, and/or (b) rollover contributions, and (2) Employer contributions, as matching contributions and/or non-contributory defined contribution Retirement Account contributions. Each component of contributions is described in further detail below. Eligible employees may save from 1 percent to 16 percent of base salary (35 percent if annual base salary in the immediately preceding year is equal to or less than the threshold amount for determining highly compensated employees for the year preceding the year in which savings occur) in half percent increments on a pre-tax basis, an after-tax basis, effective July 1, 2015, as after-tax Roth 401(k) savings or a combination thereof. Other qualified plan limits include: |
2015 | 2014 | |||||
Dollar Limit on IRC Sec. 401(k) pre-tax contributions | $ | 18,000 | $ | 17,500 | ||
Dollar Limit on IRC Sec. 414(v) catch-up contributions | $ | 6,000 | $ | 5,500 | ||
Maximum covered compensation [IRC 401(a)(17)] | $ | 265,000 | $ | 260,000 | ||
Highly Compensated Employee Definition | $ | 120,000 | $ | 115,000 |
b. | Payment of benefits - Unmatched after-tax savings can be withdrawn at any time. Pre-tax savings and earnings thereon and Roth 401(k) contributions and earnings thereon are available only for withdrawal at termination of employment or age 59½, except under certain financial hardship conditions. Vested company contributions and earnings are available for withdrawal, upon vesting; however, such amounts are not available for in-service withdrawals prior to age 59-1/2. A participant’s vested company contributions and matched after-tax savings cannot be withdrawn in a partial withdrawal within 24 months after the contribution is made. Terminated employees with a vested account balance of more than $1,000 (including any unpaid loan balance) may defer distribution until age 70 ½. A participant who terminates employment for any reason, and who, on the effective date of termination, had two or more years of continuous service, is entitled to receive his or her entire account balance, including all company contributions. A participant who terminates employment for any reason with less than two years of continuous service will forfeit nonvested company contributions unless termination is by reason of permanent layoff, total and permanent disability, involuntary termination of employment under circumstances which would qualify the participant for benefits under the United States Steel Corporation Supplemental Unemployment Benefit Program for Non-Union Employees, or death. Forfeiture occurs as of the date on which the participant (i) incurs five consecutive one year breaks in continuous service or (ii) if earlier receives a distribution of the entire vested portion of his account. The Plan provides for immediate vesting of matching company contributions and Retirement Account contributions upon involuntary termination of employment under circumstances which qualify for benefits under the United States Steel Corporation Supplemental Unemployment Benefit Program for Non-Union Employees. |
c. | Forfeited accounts - Any forfeited nonvested company contributions ($13 thousand in 2015 and $18 thousand in 2014), from either matching company contributions or Retirement Account contributions, are credited to the Company and applied to reduce any subsequent company contributions required under the Plan. In 2015 and 2014, company contributions were reduced by $17 thousand and $34 thousand, respectively, from forfeited nonvested accounts. Effective January 1, 2015, the Plan was amended to allow application of forfeitures occurring on or after January 1, 2015 to plan expenses. |
d. | Participant accounts - Under the investment transfer provisions, and absent any trade restrictions under Section 16b of the Securities Exchange Act, a participant can elect to transfer funds (including matching company contributions) between investments on a daily basis. Transfer requests made before the time that markets close on a day stock markets are open are processed after markets close that same day. All other transfer requests are processed after markets close on the next day that the stock markets are open. Transfers are permitted on a daily basis but may be subject to fund specific restrictions and limited by other pending transfers. Fund restrictions include short-term trading fees for four investment options: |
1. | Fidelity Diversified International Fund - Class K charges a fee equal to 1% of the value sold when selling shares after holding them less than 30 days. |
2. | Fidelity Low-Priced Stock Fund - Class K charges a fee equal to 1.5% of the value sold when selling shares after holding them less than 90 days. |
3. | Fidelity Real Estate Investment Portfolio charges a fee equal to 0.75% of the value sold when selling shares after holding them less than 90 days. |
4. | T. Rowe Price Emerging Markets Stock Fund charges a fee equal to 2% of the value sold when selling shares after holding them less than 90 days. |
e. | Notes receivable from participants - The loan program enables participants to borrow up to 50 percent of the value of their vested account (other than the Retirement Account) subject to certain provisions. The maximum loan amount is $50,000 and the minimum loan amount is $500. Repayments of loans are made in level monthly installments over a period of not less than twelve months or more than 60 months. A maximum of two loans can be outstanding at any one time. The interest rate on loans is the rate charged on fully secured loans by the USX Federal Credit Union plus one-half of one |
f. | Investment options - Please refer to the Summary Plan Description for details on the investment options offered by the Plan. |
2. | Accounting policies: |
a. | Basis of accounting - Financial statements are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (US GAAP). |
b. | Use of estimates - The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. |
c. | Investment valuation - The Plan’s investments are stated at fair value as defined by ASC Topic 820, Fair Value Measurement (see Note 10). |
d. | Net appreciation/depreciation - The Plan presents in the accompanying Statements of Changes in Net Assets Available for Benefits the net appreciation/depreciation in the fair value of its investments which consists of the net realized gains or losses and the net unrealized appreciation or depreciation on those investments. |
e. | Investment by the trustee - The Trustee shall invest any monies received with respect to any investment option in the appropriate shares, units or other investments as soon as practicable; provided, however, that the Trustee as directed by the Plan Administrator shall maintain sufficient funds in interest-bearing cash in connection with each investment option to enable the processing of transactions on a daily basis. Purchases and sales of securities are recorded on a trade-date basis. |
f. | Administrative expenses - The Plan is responsible for the payment of all costs and expenses incurred in administering the Plan, including the expenses of the Plan Administrator, record keeping fees, the fees and expenses of the Trustee and other legal and administrative expenses. To cover these expenses, the Plan Administrator shall utilize the following sources in the priority listed: (1) fees received from any fund provider to reimburse the Plan Administrator for services provided by the Plan Administrator which would otherwise have been provided by the fund provider (i.e. revenue sharing), (2) loan origination fees, (3) settlement proceeds and other miscellaneous items, (4) voluntary contributions from designated Employing Companies to cover cost of administration and (5) assessments against participants' individual accounts. There were no assessments against participants’ individual accounts in either 2015 or 2014. |
g. | Payment of benefits - Benefits are recorded when paid. |
h. | Income recognition - Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. |
i. | Participant loans - Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Loans in default are classified as benefit payments to participants based upon the terms of the Plan. |
j. | Excess contributions payable - Amounts payable to participants for contributions in excess of amounts allowed by the IRS are recorded as a liability with a corresponding reduction to contributions. |
k. | Recent accounting pronouncements - In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820) Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07), which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The reporting entity should continue to disclose information on investments for which fair value is measured at net asset value (or its equivalent) as a practical expedient to help users understand the nature and risks of the investments and whether the investments, if sold, are probable of being sold at amounts different from net asset value. ASU 2015-07 is effective for public entities for fiscal years beginning after December 31, 2015. For all other entities ASU 2015-07 is effective for fiscal years beginning after December 31, 2016. Early adoption is allowed and the reporting entity should apply ASU 2015-07 retrospectively to all periods presented. The Plan has adopted ASU 2015-07 on January 1, 2015 and the presentation of the financial statements and notes herein reflect such adoption. |
l. | Subsequent events - The Plan has evaluated subsequent events through June 20, 2016 on which the financial statements were available to be issued. |
3. | Plan amendments - Effective as of the close of business November 9, 2015, the Plan was amended to add a new investment option, remove and replace six investment options resulting from share class changes, approve the required transfer of assets resulting from such removal and change the default investment options. |
4. | Employer-related investments - Purchases and sales of United States Steel Corporation common stock in accordance with provisions of the Plan are permitted under ERISA. |
5. | Tax status - The IRS has determined and informed the Plan Sponsor by letter dated July 8, 2014 that the Plan, as amended and restated effective January 1, 2013, continues to qualify under §401(a) of the Internal Revenue Code of 1986, as amended, and its related trust is exempt from tax under §501(a) of the Internal Revenue Code of 1986, as amended. The Plan has been amended subsequent to the amendments taken into account by the Internal Revenue Service in conjunction with its issuance of the July 8, 2014 determination letter. The Plan Sponsor and Tax Counsel for the Plan believe the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and therefore, believe that the Plan is qualified and the related trust is tax-exempt. |
6. | Plan termination - The Plan Sponsor believes the existence of the Plan is in the best interest of its employees and, although it has no intention of discontinuing it, the Plan Sponsor has the right to terminate the Plan in whole or in part at any time for any reason. However, in the event of Plan termination, participants would become 100% vested in their employer contributions and the net value of the assets of the Plan shall be allocated among the participants and beneficiaries of the Plan in compliance with ERISA. |
7. | Risks and uncertainties - Investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with these investments and the level of uncertainty related to changes in the value of these investments, it is at least reasonably possible that changes in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. |
8. | Related party transactions - Certain investments of the Plan are mutual funds and common collective trusts managed by Fidelity Investments. Therefore, these transactions qualify as party-in-interest transactions. The Trustee collects management fees by offsetting the investment return in an amount as noted by the investment’s expense ratio. Therefore, the Plan is not directly billed for these fees. |
9. | Stable value common collective trust - The Plan invests in stable value wrap contracts through a stable value common collective trust, the Fidelity Managed Income Portfolio II - Class 3 (MIP II). This investment option calculates its net asset value per unit as of the close of business of the New York Stock Exchange. Investments in wrap contracts are fair valued using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio of securities. Underlying debt securities for which quotations are readily available are valued at their most recent bid prices in the principal market in which such securities are normally traded. MIP II consists of seven wrap contracts, which calls for the application of ASC 962-325 (Plan Accounting-Defined Contribution Pension Plans - Investments - Other) for valuation purposes. MIP II is classified as a common collective trust and a Level 2 asset since a market price is not available for this investment in an active market. |
10. | Fair value measurement - ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Plan’s investments, and requires additional disclosure about fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are summarized below. |
• | Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Partnership has the ability to access. |
• | Level 2 - Inputs to the valuation methodology include: |
▪ | Quoted prices for similar assets or liabilities in active markets; |
▪ | Quoted prices for identical or similar assets or liabilities in inactive markets; |
▪ | Inputs other than quoted prices that are observable for the asset or liability; |
▪ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means |
• | Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Level 1 |
Interest-bearing cash |
Common Stock |
Mutual Funds |
Investments at Fair Value at December 31, 2015 | ||||||
($ in thousands) | ||||||
Quoted Prices | ||||||
Asset Classes | Total | (Level 1) | ||||
Interest-bearing cash | $ | 7 | $ | 7 | ||
Common stock | 724 | 724 | ||||
Mutual Funds | 7,381 | 7,381 | ||||
Total assets in the fair value hierarchy | $ | 8,112 | $ | 8,112 | ||
Investments measured at net asset value (a) | 1,311 | — | ||||
Investments at fair value | $ | 9,423 | $ | 8,112 |
Investments at Fair Value at December 31, 2014 | ||||||
($ in thousands) | ||||||
Quoted Prices | ||||||
Asset Classes | Total | (Level 1) | ||||
Interest-bearing cash | $ | 4 | $ | 4 | ||
Common stock | 1,563 | 1,563 | ||||
Mutual Funds | 8,237 | 8,237 | ||||
Total assets in the fair value hierarchy | $ | 9,804 | $ | 9,804 | ||
Investments measured at net asset value (a) | 1,479 | — | ||||
Investments at fair value | $ | 11,283 | $ | 9,804 |
(a) | In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits. These investments represent holdings in the stable value common collective trust. |
(a) | (b) | (c) | (e) | ||
Identity of Issuer, Borrower, Lessor or Similar Party | Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | Current Value | |||
* | U. S. Steel Stock Fund - Common Stock | Employer-related security | $ | 722,465 | |
* | U. S. Steel Stock Fund - Stock Purchase Account | Employer-related security | 1,451 | ||
* | Spartan 500 Index Fund - Institutional Class | Mutual fund | 371,925 | ||
* | Fidelity Diversified International Fund K | Mutual fund | 160,649 | ||
* | Fidelity Freedom Index Income Fund | Mutual fund | 45,977 | ||
* | Fidelity Freedom Index 2010 Fund | Mutual fund | 229,114 | ||
* | Fidelity Freedom Index 2020 Fund | Mutual fund | 2,190,958 | ||
* | Fidelity Freedom Index 2030 Fund | Mutual fund | 1,731,612 | ||
* | Fidelity Freedom Index 2040 Fund | Mutual fund | 804,969 | ||
* | Fidelity Freedom Index 2050 Fund | Mutual fund | 731,787 | ||
* | Fidelity Freedom Index 2060 Fund | Mutual fund | 2,693 | ||
* | Spartan U.S. Bond Index Fund - Institutional Class | Mutual fund | 212,867 | ||
* | Fidelity Real Estate Investment Portfolio | Mutual fund | 41,958 | ||
* | Fidelity Contrafund K | Mutual fund | 415,883 | ||
* | Fidelity Low-Priced Stock Fund K | Mutual fund | 50,226 | ||
Morgan Stanley Institutional Mid Cap Growth Portfolio Class I | Mutual fund | 158,822 | |||
T. Rowe Price Emerging Markets Stock Fund | Mutual fund | 38,713 | |||
Vanguard Inflation-Protected Securities Fund Institutional Shares | Mutual fund | 3,486 | |||
Vanguard Windsor II Fund - Admiral Shares | Mutual fund | 106,816 | |||
Vanguard Explorer Fund - Admiral Shares | Mutual fund | 82,106 | |||
* | Fidelity Managed Income Portfolio II - Class 3 | Common/Collective Trust | 1,310,948 | ||
Federated U. S. Treasury Cash Reserves - Institutional Shares | Interest-bearing cash | 7,428 | |||
* | Participant Loans | Maturity dates of 0 - 5 years with interest rates ranging from 4.25% to 4.50% | 377,070 | ||
Total Investments at 12/31/15 | $ | 9,799,923 | |||
*Party-in-interest | |||||
All investments are participant directed. |
U. S. STEEL TUBULAR SERVICES SAVINGS PLAN | ||||||||||||||||||||||
EIN 25-1897152 | ||||||||||||||||||||||
Schedule H, Line 4j - Schedule of Reportable Transactions | ||||||||||||||||||||||
For the year ended December 31, 2015 | ||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||
Identity of party involved | Description of asset | Purchase price | Selling price | Lease rental | Expense incurred with transaction | Cost of asset | Current value of asset on transaction date | Net gain or (loss) | ||||||||||||||
Individual transactions | ||||||||||||||||||||||
Fidelity Management Trust Company | Fidelity Freedom Index 2020 W | $ | 1,101,384 | $ | — | $ | — | $ | — | $ | — | $ | 1,101,384 | $ | — | |||||||
Fidelity Management Trust Company | Fidelity Freedom 2020 | $ | — | $ | 1,101,384 | $ | — | $ | — | $ | 1,059,924 | $ | 1,101,384 | $ | 41,459 | |||||||
Fidelity Management Trust Company | Fidelity Freedom Index 2030 W | $ | 859,066 | $ | — | $ | — | $ | — | $ | — | $ | 859,066 | $ | — | |||||||
Fidelity Management Trust Company | Fidelity Freedom 2030 | $ | — | $ | 859,066 | $ | — | $ | — | $ | 820,504 | $ | 859,066 | $ | 38,563 | |||||||
Series of transactions | ||||||||||||||||||||||
Fidelity Management Trust Company | Fidelity Freedom Index 2020 W | $ | 1,124,456 | $ | — | $ | — | $ | — | $ | — | $ | 1,124,456 | $ | — | |||||||
Fidelity Management Trust Company | Fidelity Freedom 2020 | $ | — | $ | 1,309,389 | $ | — | $ | — | $ | 1,257,426 | $ | 1,124,456 | $ | 51,963 | |||||||
Fidelity Management Trust Company | Fidelity Freedom Index 2030 W | $ | 884,640 | $ | — | $ | — | $ | — | $ | — | $ | 884,640 | $ | — | |||||||
Fidelity Management Trust Company | Fidelity Freedom 2030 | $ | — | $ | 938,446 | $ | — | $ | — | $ | 895,100 | $ | 884,640 | $ | 43,346 |
By: | /s/ Kimberly D. Fast |
Kimberly D. Fast, | |
Comptroller & Assistant Secretary |