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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Report on the Financial Statements
For the years ended December 31, 2018 and 2017
Plan No. 001 EIN 61‐1565172
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan Contents
Page Independent Auditor's Report .............................................................................................................................. 1‐2
Financial Statements
Statements of Net Assets Available for Benefits ................................................................................................. 3
Statements of Changes in Net Assets Available for Benefits ............................................................................... 4
Statement of Accumulated Plan Benefits ............................................................................................................ 5
Statement of Changes in Accumulated Plan Benefits .......................................................................................... 6
Notes to the Financial Statements ................................................................................................................. 7‐21
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elliottdavis.com
Independent Auditor’s Report Plan Administrator and the Savings and Pension Administrative Committee The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan Aiken, South Carolina Report on the Financial Statements We were engaged to audit the accompanying financial statements of The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan (the “Plan”), which comprise the statement of net assets available for benefits as of December 31, 2018 and the related statement of changes in net assets available for benefits for the year then ended, and the statement of accumulated plan benefits as of December 31, 2017 and the related statement of changes in accumulated plan benefits for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the 2018 statements of net assets available for benefits and changes in net assets available for benefits, and the 2017 statements of accumulated plan benefits and changes in accumulated plan benefits, based on conducting the audit in accordance with auditing standards generally accepted in the United States of America. Because of the matter described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the 2018 statements of net assets available for benefits and changes in net assets available for benefits, and the 2017 statements of accumulated plan benefits and changes in accumulated plan benefits. Basis for Disclaimer of Opinion As permitted by 29 CFR 2520.103‐8 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Plan Administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 4, which was certified or provided by BNY Mellon, N.A., the Trustee of the Plan, except for comparing this information with the related information included in the 2018 statements of net assets available for benefits and changes in net assets available for benefits. We have been informed by the Plan Administrator that the Trustee holds the Plan's assets and executes transactions. The Plan Administrator has obtained a certification from the Trustee as of and for the year ended December 31, 2018, that the information provided to the Plan Administrator by the Trustee is complete and accurate.
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2
Disclaimer of Opinion Because of the significance of the matter described in the Basis for Disclaimer of Opinion paragraph above, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the 2018 statements of net assets available for benefits and changes in net assets available for benefits, and the 2017 statements of accumulated plan benefits and changes in accumulated plan benefits. Accordingly, we do not express an opinion on the 2018 statements of net assets available for benefits and changes in net assets available for benefits, and the 2017 statements of accumulated plan benefits and changes in accumulated plan benefits. Report on 2017 Statements of Net Assets Available for Benefits and Changes in Net Assets Available for Benefits We have audited the accompanying 2017 financial statements of the Plan, which comprise the statement of net assets available for benefits as of December 31, 2017 and the statement of changes in net assets available for benefits for the year then ended, and in our report dated October 10, 2018, we expressed our opinion that such financial statements present fairly, in all material respects, the financial status of the Plan as of December 31, 2017 and changes in its financial status for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Form and Content in Compliance with DOL Rules and Regulations The form and content of the information included in the 2018 statements of net assets available for benefits and changes in net assets available for benefits, and the 2017 statements of accumulated plan benefits and changes in accumulated plan benefits, other than that derived from the information certified or provided by the Trustee have been audited by us in accordance with auditing standards generally accepted in the United States of America and, in our opinion, are presented in compliance with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Augusta, Georgia October 14, 2019
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension PlanStatements of Net Assets Available for Benefits
As of December 31, 2018 and 2017
2018 2017
Assets
Investments, at fair value
Plan interest in Master Trust (see Note 4) 2,616,043,767$ 2,821,551,503$
Contributions receivable 46,810,079 46,810,079
Total assets 2,662,853,846 2,868,361,582
Liabilities
Accrued expenses 2,333,000 2,333,000 Net assets available for benefits 2,660,520,846$ 2,866,028,582$
See Notes to the Financial Statements3
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension PlanStatements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2018 and 2017
2018 2017
Additions
Contributions 129,270,545$ 115,556,411$
Plan interest in investment (loss) income of Master Trust (159,078,072) 370,289,714
Total additions (29,807,527) 485,846,125
Deductions
Benefits paid to participants 160,903,808 164,304,895
Administrative expenses 14,796,401 10,317,810
Total deductions 175,700,209 174,622,705
Net (decrease) increase (205,507,736) 311,223,420
Net assets available for benefits, beginning of year 2,866,028,582 2,554,805,162 Net assets available for benefits, end of year 2,660,520,846$ 2,866,028,582$
See Notes to the Financial Statements4
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension PlanStatement of Accumulated Plan Benefits
As of December 31, 2017
Actuarial present value of accumulated Plan benefits
Vested benefits:
Participants currently receiving payments 1,731,989,551$
Other participants 1,343,294,416
Total vested benefits 3,075,283,967
Nonvested benefits 19,260,711 Total actuarial present value of accumulated Plan benefits 3,094,544,678$
See Notes to the Financial Statements5
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension PlanStatement of Changes in Accumulated Plan Benefits
For the year ended December 31, 2017
Actuarial present value of accumulated Plan benefits
at beginning of year 2,996,299,323$
Increase (decrease) during the year attributed to:
Change in actuarial assumptions (See Note 3) (16,087,278)
Benefits accumulated 92,132,128
Increase for interest 186,505,400
Benefits paid (164,304,895)
Net increase 98,245,355
Actuarial present value of accumulated Plan benefitsat end of year 3,094,544,678$
See Notes to the Financial Statements6
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
7
Note 1. Description of the Plan The following brief description of The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General: The Plan was established on April 1, 1989. The Plan is a noncontributory, defined benefit pension plan covering all eligible employees of the Participating Employers. The Participating Employers include Savannah River Nuclear Solutions, LLC (“SRNS”) and Savannah River Remediation LLC (“SRR”), the current contractors at the Savannah River Site in Aiken, South Carolina (“SRS”) that participate in the Plan, and certain former SRS contractors that previously participated in the Plan (collectively, the “Participating Employers”). The Plan is currently sponsored by SRNS and SRR (together, the “Plan Sponsor”). Although SRNS and SRR sponsor the Plan, the Plan’s obligations are settled by the U.S. Department of Energy (“DOE”) under the operating budget for the Savannah River Site (“SRS”), a DOE facility located near Aiken, South Carolina.
The Plan is a participant in the Savannah River Nuclear Solutions, LLC, Master Trust (the “Master Trust”) of which BNY Mellon, N.A. is the Trustee. See Note 4.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Eligibility: Eligible employees are full‐service employees, as defined by the Plan, and limited service employees who work more than 1,000 hours during any 12 month period. Full‐service employees were eligible to participate in the Plan as of their first day of employment or re‐employment with the Participating Employers. Employees of former SRS contractors who were eligible to participate in the Plan are not eligible to accrue additional benefits in the Plan after June 30, 2009. In 2009, the Plan was partially frozen through an amendment that limited the addition of eligible employees to the Plan to those that were employed as of August 1, 2008, for employees of SRNS and as of September 30, 2009, for employees of SRR that were former employees of former SRS contractors, as defined by the Plan.
Pension benefits: The Plan provides for a normal retirement benefit at age 65. Benefits are determined primarily as a function of both a participant’s years of service, as defined by the Plan, and their highest compensation over 36 consecutive months at any time throughout the participant’s employment by the Participating Employers. After 15 years of eligibility service, as defined by the Plan, participants are eligible for an unreduced normal retirement pension benefit. The Plan also provides for early retirement, optional retirement, joint and survivor, and disability benefits. Vesting: Participants become 100% vested after 5 years of credited service. Persons terminating prior to achieving 5 years of credited service forfeit their right to receive pension benefits.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
8
Note 1. Description of the Plan, Continued
Contributions and funding policy: Contributions to the Plan are made at the direction of the Plan Sponsor from the DOE’s operating budget for SRS. The funding policy adopted for the Plan, subject to minimum and maximum funding requirements of ERISA and the Internal Revenue Code (“IRC”), is to contribute such amounts as determined on an actuarial basis to provide assets sufficient to meet the Plan’s benefit obligations. The Plan Sponsor directs the payment of quarterly contributions, on behalf of the DOE, based on the operating budget for SRS to meet, or exceed, minimum funding requirements of the Plan. The Plan met the minimum funding requirements for the Plan years ended December 31, 2018 and 2017, and the Adjusted Funding Target Attainment Percentage determined by the Plan’s actuary (see Note 3 and Note 7) as of January 1, 2018 was 80.82%. Note 2. Summary of Significant Accounting Policies and Activities Basis of accounting: The Plan's financial statements have been prepared on the accrual method of accounting and in conformity 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 management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changed therein, and disclosure of contingent assets and liabilities, and the actuarial present value of accumulated plan benefits at the date of the financial statements, and changes therein. Actual results could differ from those estimates.
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. The Plan Administrator and the Savings and Pension Administrative Committee determine the Plan’s valuation policies utilizing information provided by the Trustee and investment managers. See Note 5 for disclosure of fair value measurements. See Note 4 for disclosure of the Plan’s interest in the Master Trust.
The Master Trust records purchases and sales of securities on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex‐dividend date. The Plan’s interest in Master Trust investment income or loss includes the gains and losses of the Master Trust on investments bought and sold as well as held during the year. Payment of benefits: Benefits are recorded when paid.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
9
Note 2. Summary of Significant Accounting Policies and Activities, Continued Expenses: Certain administrative functions are performed by officers and/or employees of SRNS and SRR. No such officer or employee receives compensation from the Plan. Certain other administrative expenses are paid directly by the Master Trust and allocated to the Plan as a reduction of investment earnings. Administrative expenses paid by the Master Trust are allocated to the Plan based upon the Plan’s proportionate interest in the Master Trust and the nature of the expense. The Plan’s proportionate interest in the Master Trust is 100%. See Note 4 and Note 10. Subsequent events: The Plan has evaluated subsequent events through October 14, 2019, which is the date these financial statements were available to be issued. Recently issued accounting pronouncements: In February 2017, the Financial Accounting Standards Board issued Accounting Standards Update No. 2017‐06, Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting. This Update changes reporting and disclosure requirements for plans with a master trust and eliminates redundant disclosures for plans with 401(h) accounts. This Update is effective for the fiscal periods beginning after December 15, 2018. Early adoption is permitted. Upon adoption, the amendments shall be applied retrospectively to all periods presented. Plan management is currently evaluating the impact this Update will have on the Plan’s financial statements. In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update No. 2018‐13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018‐13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. Plan management is currently evaluating the impact of this new standard on its financial statements. Note 3. Actuarial Present Value of Accumulated Plan Benefits Accumulated plan benefits are those future periodic payments, including lump‐sum distributions that are attributable under the Plan’s provisions to the service employees have rendered. Accumulated plan benefits include benefits expected to be paid to:
(a) Retired or terminated employees or their beneficiaries (b) Beneficiaries of employees who have died, and (c) Present employees or their beneficiaries
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
10
Note 3. Actuarial Present Value of Accumulated Plan Benefits, Continued Benefits under the Plan are accumulated based on employees' compensation during each year of credited service. The accumulated plan benefits for active employees will equal the accumulation, with interest, of the annual benefit accruals as of the benefit information date. Benefits payable under all circumstances (retirement, death, disability, and termination of employment) are included to the extent that they are deemed attributable to employee service rendered to the valuation date. The actuarial present value of accumulated plan benefits was determined by Conduent HR Consulting, LLC (formerly known as Buck Consultants, LLC), the Plan’s independent actuary, and is the amount that results from applying actuarial assumptions to adjust the accumulated plan benefits to reflect the time value of money (through discounts for interest) and the probability of payment (by means of decrements such as for death, disability, withdrawal or retirement) between the valuation date and the expected date of payment. The actuary’s estimate of the actuarial present value of accumulated plan benefits is made as of the beginning of the Plan year, January 1, 2018. The Plan Administrator estimates that there were no material changes in the accumulated plan benefits from December 31, 2017 to January 1, 2018. The following were significant actuarial assumptions used in the Plan’s valuations as of January 1, 2018:
Discount rate: The actuarial present value of accumulated plan benefits was determined using a discount rate of 6.40%.
Salary increases: Representative values of the assumed annual rates of salary increases
are as follows:
Age Salary increase assumptions
30 6.09% 40 4.22% 50 3.70%
Normal retirement: The probability of retirement at age 50 is 3.00%, at age 60 is 16.00%, at age 65 is 30.00%, and at age 70 is 100%.
Spouses: 75% of the participants are assumed to be married at death. Husbands are assumed to be 3 years older than their wives.
Mortality: Mortality is based on the RP‐2014 Mortality table, projected with Mortality Improvement Scale MP‐2017.
Investment return: The expected return on Plan assets is estimated to be 6.40% per annum.
The foregoing actuarial assumptions are based on the presumption that the Plan will continue. Were the Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial present value of accumulated plan benefits.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
11
Note 3. Actuarial Present Value of Accumulated Plan Benefits, Continued Changes in actuarial assumptions that impacted the actuarial present value of accumulated plan benefits by $16,087,278 as of January 1, 2018 compared to January 1, 2017, include an update to the mortality tables which decreased the estimate of the actuarial present value of accumulated plan benefits. Note 4. Interest in Master Trust and Trustee Certification The Plan invests in a Master Trust which was established for the investment of the Plan’s assets and the retirement plans of other plan sponsors. At December 31, 2018 and 2017, the Plan was the only participating plan in the Master Trust, and, thus, the Plan had a 100% interest in the net assets of the Master Trust. The assets of the Master Trust are held by BNY Mellon N.A. (the “Trustee”). The following table presents the net assets of the Master Trust as of December 31, 2018 and 2017:
2018 2017
(in thousands) (in thousands)
ASSETS
Investments, at fair value:
Interest bearing cash $ 11,048 $ 8,767
Corporate stocks 448,601 529,473
Corporate debt instruments 309,282 319,125
U.S. Government securities 232,011 250,569
Municipal and other bonds 11,090 19,239
Investment corporations and limited partnership
interests 537,573 537,317
Common collective trust funds 829,146 1,002,722
Registered investment companies 183,442 225,827
Total investments 2,562,193 2,893,039
Accrued interest and dividends receivable 120,146 15,055
Securities sold but not settled 21,298 5,610
Total assets 2,703,637 2,913,704
Securities purchased but not settled 72,683 92,152
Benefit payments in excess of cash 14,910 ‐
Total liabilities 87,593 92,152
Master Trust's net assets available for benefits $ 2,616,044 $ 2,821,552
Plan interest in Master Trust $ 2,616,044 $ 2,821,552
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
12
Note 4. Interest in Master Trust and Trustee Certification, Continued The following table presents the changes in net assets for the Master Trust for the years ended December 31, 2018 and 2017: 2018 2017
(in thousands) (in thousands) Interest $ 18,039 $ 16,994 Dividends 20,887 19,882 Net (depreciation) appreciation in fair value of investments (181,419) 341,001
Total Master Trust investment (loss) income (142,493) 377,877 Administrative and other expenses (16,585) (7,587)
Master Trust investment (loss) income, net (159,078) 370,290 Net transfers between the Plan and Master Trust (46,430) (55,032)
Net (decrease) increase in net assets of Master Trust (205,508) 315,258 Master Trust net assets, beginning of year 2,821,552 2,506,294
Master Trust net assets, end of year $ 2,616,044 $ 2,821,552
Net transfers between the Plan and Master Trust represent the net of contributions into the Plan that are invested in the Master Trust and funding received from the Master Trust by the Plan for the payment of benefits to Plan participants and for Plan expenses. The Plan Administrator obtained certifications from the Trustee that the information provided to the Plan Administrator by the Trustee regarding the Plan’s interest in the investment income of the Master Trust is complete and accurate. The Trustee certified that the Plan’s interest in the investment (loss) income of the Master Trust was $(149,059,815) and $370,289,714 for the years ended December 31, 2018 and 2017, respectively.
Note 5. Fair Value Measurements
The framework for measuring fair value provides 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) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities
in active markets that the Master Trust 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.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
13
Note 5. Fair Value Measurements, Continued
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value
measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets of the Master Trust measured at fair value. There have been no changes in methodologies used at December 31, 2018 and 2017.
Interest bearing cash: Consists principally of over‐night deposits and certificates of deposit that are valued at cost, which approximates fair value. Corporate stocks: Valued at the closing price reported on the active market on which the individual securities are traded.
Corporate debt instruments and municipal and other bonds: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing the value on yields currently available on comparable securities of issuers with similar credit ratings. U.S. government securities: Consist of U.S. Treasury Securities valued at unadjusted closing prices quoted in an active market for identical securities and of Agency Securities that are asset‐backed or mortgage‐backed securities where valuation is based on market corroborated pricing or by utilizing inputs such as yield curves or indices. Common collective trust funds, investment corporations and limited partnership interests: Valued at the net asset value (“NAV”) of units held by the Plan at year end, without further adjustment. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Were the Master Trust to initiate a full redemption of the investment, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. The terms of each investment may stipulate further liquidity restrictions. See Note 6. Registered investment companies (mutual funds): Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open‐end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
14
Note 5. Fair Value Measurements, Continued The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust, at fair value as of December 31, 2018: Level 1 Level 2 Level 3 Total
(in thousands) (in thousands) (in thousands) (in thousands)
Interest bearing cash $ ‐ $ 11,048 $ ‐ $ 11,048 Corporate stocks 448,601 ‐ ‐ 448,601 Corporate debt instruments ‐ 309,282 ‐ 309,282 U.S. Government securities ‐ 232,011 ‐ 232,011 Municipal and other bonds ‐ 11,090 ‐ 11,090 Registered investment companies 183,442 ‐ ‐ 183,442
Master Trust investments in the fair value hierarchy
$ 632,043 $ 563,431 $ ‐
$ 1,195,474
Investments measured at NAV (a): 1,366,719
Total Master Trust investments at fair value
$ 2,562,193
The following table sets forth by level, within the fair value hierarchy, the investments of the Master Trust, at fair value as of December 31, 2017: Level 1 Level 2 Level 3 Total
(in thousands) (in thousands) (in thousands) (in thousands) Interest bearing cash $ ‐ $ 8,767 $ ‐ $ 8,767 Corporate stocks 529,473 ‐ ‐ 529,473 Corporate debt instruments ‐ 319,125 ‐ 319,125 U.S. Government securities ‐ 250,569 ‐ 250,569 Municipal and other bonds ‐ 19,239 ‐ 19,239 Registered investment companies 225,827 ‐ ‐ 225,827
Master Trust investments in the fair value hierarchy
$ 755,300 $ 597,700 $ ‐
$ 1,353,000
Investments measured at NAV (a): 1,540,039
Total Master Trust investments at fair value
$ 2,893,039
(a) Certain investments that were measured at NAV 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 statements of net assets available for benefits of the Master Trust, as disclosed in Note 4. Also see Note 6.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
15
Note 6. Investments in Common Collective Trust Funds, Investment Corporations and Limited Partnerships The Plan’s Master Trust has diversified its portfolio of investments by investing in limited partnerships and common collective trust funds. Many of these investments are not actively traded and are subject to certain redemption restrictions that limit the liquidity of those investments to the Plan. These investments are valued at NAV as a practical expedient (see Note 5). The following is a summary of those investments.
Fair value Unfunded
commitment Redemption frequency
Redemption notice period
(in thousands) As of December 31, 2018: Investment corporations and limited partnership interests:
Prisma Spectrum Fund, LTD (a) $ 56,791 $ ‐ Quarterly 65 days (a) Arrowgrass International (b) 36,479 ‐ Quarterly 45 days (b) UBS Trumbull Property (c) 64,163 ‐ Quarterly 60 days (c) BPIF Non‐Taxable LP (d) 91,992 ‐ Semi‐Annually 60‐95 days (d) Credit basket funds (e) 96,194 ‐ See (e) 45‐65 days (e) Bank loan funds (f) 53,727 ‐ See (f) 30‐90 days (f) CoreCommodity Fund (g) 29,401 ‐ Semi‐Monthly 5 days (g) Aspect Institutional Fund (h) 29,043 ‐ Weekly 2 days (h) Brevan Howard Fund (i) 47,545 ‐ Quarterly (i) 90 days (i) Stratus Fund (j) 32,236 ‐ Monthly 60 days (j)
Common collective trust funds (k): U.S. Government, LT fixed income 247,190 ‐ Daily None Index funds 502,451 ‐ Daily None Strategic Property Fund 79,507 ‐ Quarterly 45 days
$ 1,366,719 $ ‐
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
16
Note 6. Investments in Common Collective Trust Funds, Investment Corporations and Limited Partnerships, Continued
As of December 31, 2017: Investment corporations and limited partnership interests:
Prisma Spectrum Fund, LTD (a) $ 57,757 $ ‐ Quarterly 65 days (a) Arrowgrass International (b) 36,184 ‐ Quarterly 45 days (b) UBS Trumbull Property (c) 60,130 ‐ Quarterly 60 days (c) BPIF Non‐Taxable LP (d) 90,233 ‐ Semi‐Annually 60‐95 days (d) Credit basket funds (e) 94,815 ‐ See (e) 45‐65 days (e) Bank loan funds (f) 52,675 ‐ See (f) 30‐90 days (f) CoreCommodity Fund (g) 33,395 ‐ Semi‐Monthly 5 days (g) Aspect Institutional Fund (h) 34,194 ‐ Weekly 2 days (h) Brevan Howard Fund (i) 42,427 ‐ Quarterly (i) 90 days (i) Stratus Fund (j) 35,507 ‐ Monthly 60 days (j)
Common collective trust funds (k): U.S. Government, LT fixed income 259,293 ‐ Daily None Index funds 669,114 ‐ Daily None Strategic Property Fund 74,315 ‐ Quarterly 45 days
$ 1,540,039 $ ‐
(a) The investment, Prisma Spectrum Fund, Ltd., is an investment in a limited corporation registered as a
regulated mutual fund in the Cayman Islands (the “Prisma Mutual Fund”). The Prisma Mutual Fund invests in other funds that hold non‐traditional investments including derivative and hedge instruments, and equity and debt instruments of distressed companies. The Master Trust may request withdrawals of its investment once each quarter, and must provide at least a 65 day notice of its withdrawal request. In the event aggregate withdrawal requests of investors in the Prisma Mutual Fund exceed 25% of the value of the fund, the Prisma Mutual Fund may partially fund investor withdrawal requests. At December 31, 2018 and 2017, no such withdrawal was requested, and there were no unfunded commitments to the Plan. See Note 5.
(b) The investment, Arrowgrass International Fund Ltd, is an investment in a limited corporation registered as a
regulated mutual fund in the Cayman Islands (the “Arrowgrass International”) that invests substantially all of its capital in the Arrowgrass Master Fund Ltd (the “Arrowgrass Master Fund”), which is also a regulated mutual fund in the Cayman Islands. The Arrowgrass Master Fund invests globally in equity, debt and associated derivative markets. The investment is subject to redemption restrictions that require a redemption notice of 45 days and permit the withdrawal of funds on a quarterly basis. At December 31, 2018 and 2017, no such redemptions were requested, and there were no unfunded commitments to the Plan. See Note 5.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
17
Note 6. Investments in Common Collective Trust Funds, Investment Corporations and Limited Partnerships, Continued
(c) The investment, UBS Trumbull Property Fund LP, is an investment in a Delaware limited partnership that
invests in rental real estate in the U.S., REITs, other real estate holding companies, and mortgage debt instruments. The Master Trust may redeem its investment in the limited partnership by providing at least a 60 day notice prior to the end of a calendar quarter, subject to the limits of available cash in the limit partnership to fund the redemption request. The Master Trust cannot obligate the limited partnership to sell assets or borrow funds to consummate a redemption request of the Master Trust. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
(d) The investment, BPIF Non‐Taxable L.P., is an investment in a Blackstone limited partnership, which held as
its primary investment a 100% ownership interest in the Blackstone Partners Non‐Taxable Offshore Master Fund, Ltd. (the “Blackstone Fund”). The Blackstone Fund is an exempted company which was incorporated under the laws of the Cayman Islands and is registered as a regulated mutual fund under the Mutual Funds Law of the Cayman Islands. The Blackstone Fund invests in other funds that hold non‐traditional investments including commodities, derivative contracts, and equity instruments. The Master Trust may make additional investments into the Blackstone limited partnership on a monthly basis, but it is restricted to making requests of withdrawals from the Blackstone limited partnership to June 30 and December 31 of each year and must provide at least a 60 to 95 day notice of its withdrawal request. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
(e) The credit basket funds consist of investments in Anchorage Capital Partners Offshore, Ltd, class E shares (“Anchorage”); Brigade Leveraged Capital Structures Institutional Offshore, Ltd, class A shares (“Brigade”); York Credit Opportunities Unit Trust, class AR1 shares (“York”); and King Street Capital, Ltd, class A1 and S shares (“King Street”). The Anchorage, Brigade, and York investments are in companies that are incorporated under the laws of the Cayman Islands. The King Street investment is in a company incorporated under the laws of the British Virgin Islands. Each of the credit basket investments invest substantially all of their assets in other funds. The investments pursue risk adjusted high yield investment strategies in debt securities of distressed or reorganizing companies. The credit basket investments are subject to certain redemption restrictions, as follows: Anchorage – redemption may be requested on each 24 month anniversary, with 45 day notice period; Brigade – redemption may be requested quarterly, with a 60 day notice period; York – redemption may be requested annually, with 60 day notice period; King Street – redemption may be requested for up to 25% of its shares on a quarterly basis with a 65 day notice, or for an accelerated redemption if notice of at least 180 days is provided. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
18
Note 6. Investments in Common Collective Trust Funds, Investment Corporations and Limited Partnerships, Continued
(f) The bank loan funds consist of investments in Eaton Vance Institutional Senior Loan Fund “Eaton Vance”)
and Oaktree Senior Loan Fund, L.P. (“Oaktree”). Eaton Vance is a mutual fund company incorporated under the laws of the Cayman Islands. Oaktree is a Delaware limited partnership. The investment strategy of these investments consists of investments in senior bank loans and other senior debt instruments, including bridge loans for high yield bond commitments. The bank loan funds are subject to certain redemption restrictions, as follows: Eaton Vance may be redeemed monthly, with a notice period ranging from 30 to 90 days, depending on the percentage of the planned redemption. Oaktree may be redeemed on a monthly basis, with a notice period ranging from 60 to 90 days and certain provisions that permit the general partner of the fund to delay or suspend such redemptions under the terms of the Partnership agreement. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
(g) The investment, CoreCommodity Management – Founders I Fund, LLC, is an investment in a limited
corporation that invests substantially all of its capital in the CoreCommodity Management – Founders I Master Fund, Ltd, which generally trades in the commodities markets by buying and selling commodity futures contracts on futures exchanges and forward contracts on the London Metal Exchange (the “CoreCommodity Fund”). The Fund also may buy and sell exchange‐traded options on futures contracts and other commodity‐related or commodity‐linked financial instruments. The investment funds of the CoreCommodity Fund are subject to redemption guidelines. A member may withdraw all or any portion of its capital balance account at the middle and at the end of each month, with a 5 day notice, but may not withdraw funds more than two times per year, and withdrawals are subject to a $250,000 minimum. Partial withdrawals are not permitted if the invested balance would fall below $1,000,000, unless waived by the fund manager. At December 31, 2018 and 2017, no such withdrawal was requested, and there were no unfunded commitments to the Plan. See Note 5.
(h) The investment, Aspect Institutional Diversified Fund, is an investment in an open ended investment
corporation registered as a regulated mutual fund in the Cayman Islands (the “Aspect Institutional Fund”). The Aspect Institutional Fund invests in the Aspect Institutional Diversified Master Fund (the “Master Fund”), a Cayman Islands open ended investment company. The Master Fund’s strategy is directed at obtaining medium term capital growth through an actively managed investment portfolio of derivative investments as well as traditional investments. Redemptions can be requested weekly, with a 2 day notice period. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
(i) The investment, Brevan Howard Fund Limited, is an investment in an exempt company with limited liability
incorporated under the laws of the Cayman Islands (the “Brevan Howard Fund”). The fund invests substantially all of its capital in the Bevan Howard Master Fund Limited, which is also incorporated under the laws of the Cayman Islands. The fund seeks to generate long term appreciation through active leveraged trading and investment on a global basis, including fixed income securities, asset backed securities and derivative financial instruments. Redemption of the investment can be made quarterly, subject to a 5% redemption fee if more than 25% of the investment is redeemed in consecutive quarters and also subject to a 90 day notice period. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
19
Note 6. Investments in Common Collective Trust Funds, Investment Corporations and Limited Partnerships, Continued
(j) The investment, Stratus Feeder Limited, class B shares, is an investment in an open‐ended investment
company incorporated under the laws of the British Virgin Islands (the “Stratus Fund”). The Stratus Fund invests substantially all of its capital in the Stratus Master Limited, class D1 and E1 shares (the “Stratus Master Fund”). The investment objective of the Stratus Master Fund is to achieve long‐term capital appreciation, through returns that seek to be uncorrelated with traditional asset classes. The investment program of the fund consisted of a directional trading strategy, directional volatility trading, an intraday trading, a volatility arbitrage strategy and an equity statistical arbitrage strategy. Redemption of the investment can be made monthly, subject to a 60 day notice period. At December 31, 2018 and 2017, no such redemption was requested, and there were no unfunded commitments to the Plan. See Note 5.
(k) Each of the Master Trust investments in common collective trusts are direct filing entities. Note 7. Risks and Uncertainties
The Master Trust, in which the Plan invests, holds various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks as well as liquidity 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 the amounts reported in the 2018 statement of net assets available for benefits. Plan contributions are made, and the actuarial present value of accumulated plan benefits are reported, based on certain assumptions pertaining to interest rates, inflation rates, and employee demographics, all of which are subject to change. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term would be material to the financial statements. The Pension Protection Act of 2006 (PPA) as amended by the Worker, Retiree and Employer Recovery Act of 2008 (WRERA) imposes certain benefit restrictions for qualified defined benefit plans that do not meet certain funding thresholds. The “At‐Risk” status is referred to as the Funding Target Attainment Percentage (FTAP). A plan's funded percentage is referred to as the Adjusted Funding Target Attainment Percentage (AFTAP). The AFTAP for the Plan as of January 1, 2018 was 80.82%. Because the Plan's AFTAP equals or exceeds 80%, the Plan is currently not subject to any benefit restrictions. However, material changes in investment returns in future periods could cause the Plan’s AFTAP to fall below 80%. If the Plan’s AFTAP were to fall below 80%, benefit restrictions would be imposed on the Plan.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
20
Note 8. Plan Termination The Plan may be amended or discontinued at any time by action of the Plan Administrator, subject to the approval of the DOE, provided no amendment to the Plan shall vest in the Plan Sponsor any interest in, or ownership or control of, any of the present or subsequent funds of the Master Trust. The Plan Administrator does not currently have plans to terminate the Plan. However, if the Plan were to be terminated, the net assets of the Plan would be allocated, as prescribed by ERISA and its related regulations, generally to provide the following benefits in the order indicated:
a. Annuity benefits that former employees or their beneficiaries have been receiving for at least three
years, or that employees eligible to retire for that three‐year period would have been receiving if they had retired with benefits in the normal form of annuity under the Plan. The benefit amount is limited to the lowest benefit that was payable (or would have been payable) during those years. The amount is further limited to the lowest benefit that would have been payable under the Plan provisions in effect at any time during the five years preceding Plan termination.
b. Other vested benefits insured by the Pension Benefit Guaranty Corporation (“PBGC”) up to the applicable limitations.
c. All other vested benefits (vested benefits not insured by the PBGC). d. All non‐vested benefits.
Certain benefits under the Plan are insured by the PBGC if the Plan terminates. Generally, the PBGC guarantees most vested normal age retirement benefits, early retirement benefits, and certain disability and survivor benefits. However, the PBGC does not guarantee all types of benefits under the Plan, and the amount of benefit protection may be subject to certain limitations.
Whether all participants receive their benefits should the Plan terminate at some future time will depend on the sufficiency, at that time, of the Plan’s net assets to provide for accumulated benefit obligations and may also depend on appropriations of the DOE and the level of benefits guaranteed by the PBGC. Note 9. Tax Status The Internal Revenue Service has determined and informed the Plan Sponsor by a letter dated August 8, 2013, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). Although the Plan has since been amended since applying for the determination letter, the Plan Administrator and its counsel believe that 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. 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 substantiated upon examination by the Internal Revenue Service. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
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The Savannah River Nuclear Solutions, LLC Multiple Employer Pension Plan
Notes to the Financial Statements December 31, 2018 and 2017
21
Note 10. Related Parties and Party‐in‐Interest Transactions BNY Mellon N.A. is the Trustee of the Plan and the Master Trust, therefore, transactions with the Trustee are considered party‐in‐interest transactions. The investments of the Master Trust are managed by various fund managers selected by the Plan’s Savings and Pension Administrative Committee. The fees of fund managers, which are charged to expense of the Master Trust and are considered party‐in‐interest transactions, are reflected in the Plan interest in investment income or loss of the Master Trust. The Plan Sponsor receives reimbursements from the Plan for certain costs associated with administering the Plan. Administrative expenses incurred by the Master Trust and allocated to the Plan include fiduciary, investment management, actuarial and other professional service fees, and other administrative fees. Expenses incurred and paid directly by the Plan include insurance premiums paid to the PBGC and administrative fees. Premiums paid to the PBGC for the years ended December 31, 2018 and 2017 were $10,018,257 and $9,891,680, respectively. Other administrative fees include certain costs reimbursed to the Plan Sponsor and fees from other service providers. Note 11. Reconciliation of Financial Statements to IRS Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Plan’s Form 5500, as of December 31:
2018 2017
Net assets available for benefits as reported in the accompanying financial statements
$ 2,686,897,827
$ 2,866,028,582
Difference in contributions receivable reported in the Plan’s IRS Form 5500
‐
(11,199)
Accrued expenses not reflected in the Plan’s IRS Form 5500 2,333,000 2,333,000
Net assets as reported on Form 5500 $ 2,689,230,827 $ 2,868,350,383
The following is a reconciliation of the net (decrease) increase in net assets available for benefits per the financial statements to the Plan’s Form 5500, for the years ended December 31, 2018 and 2017:
Net (decrease) increase per the financial statements $ (179,130,755) $ 311,223,420 Difference in contributions receivable reported in the Plan’s
IRS Form 5500
11,199
(11,199)
Net (loss) income per the Plan’s IRS Form 5500 $ (179,119,556) $ 311,212,221
Note 12. Subsequent Events Subsequent to year‐end, the Savings and Pension Administrative Committee decided to transition the Plan’s investment in Prisma Spectrum Fund, Ltd. to a mulit‐strategy hedge fund managed by Wolverine Asset Management, LLC, the Plan’s investment in Arrowgrass International Fund Ltd. to a mulit‐strategy hedge fund managed by HBK Investments LP, and the Plan’s investment in Brevan Howard Fund Limited to a global macro fund managed by Graham Capital Management.
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