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8-K - 8-K - DTE ENERGY COa8-kearningsrelease1stqtr2.htm

Exhibit 99.1

DTE Gas Company

Unaudited Consolidated Financial Statements as of and for the Three Months Ended March 31, 2016





DTE Gas Company

Quarter Ended March 31, 2016

TABLE OF CONTENTS







DEFINITIONS
 
 
ASU
Accounting Standards Update issued by the FASB
 
 
Company
DTE Gas Company and any subsidiary companies
 
 
Customer Choice
Michigan legislation giving customers the option of retail access to alternative suppliers for natural gas
 
 
DTE Energy
DTE Energy Company, directly or indirectly the parent of DTE Electric Company, DTE Gas Company, and numerous non-utility subsidiaries
 
 
DTE Gas
DTE Gas Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies
 
 
EPA
U.S. Environmental Protection Agency
 
 
FASB
Financial Accounting Standards Board
 
 
FERC
Federal Energy Regulatory Commission
 
 
MPSC
Michigan Public Service Commission


1


DTE Gas Company

Consolidated Statements of Operations (Unaudited)

 
Three Months Ended
 
March 31,

2016
 
2015
 
(In millions)
Operating Revenues
$
514

 
$
638

 
 
 
 
Operating Expenses
 
 
 
Cost of gas
229

 
300

Operation and maintenance
95

 
110

Depreciation and amortization
26

 
25

Taxes other than income
19

 
19

 
369

 
454

Operating Income
145

 
184

 
 
 
 
Other (Income) and Deductions
 
 
 
Interest expense
15

 
16

Interest income
(2
)
 
(2
)
Other income
(3
)
 
(2
)
 
10

 
12

Income Before Income Taxes
135

 
172

 
 
 
 
Income Tax Expense
48

 
62

 
 
 
 
Net Income
$
87

 
$
110


See Notes to Consolidated Financial Statements (Unaudited)


2


DTE Gas Company

Consolidated Statements of Comprehensive Income (Unaudited)

 
Three Months Ended
 
March 31,
 
2016
 
2015
 
(In millions)
Net Income
$
87

 
$
110

Other comprehensive income, net of tax:
 
 
 
Transfer of benefit obligations, net of taxes of $2 in 2015

 
4

Other comprehensive income

 
4

 
 
 
 
Comprehensive Income
$
87

 
$
114


See Notes to Consolidated Financial Statements (Unaudited)


3


DTE Gas Company

Consolidated Statements of Financial Position (Unaudited)

 
March 31,
 
December 31,
 
2016
 
2015
 
(In millions)
ASSETS
Current Assets
 
 
 
Cash and cash equivalents
$

 
$

Accounts receivable (less allowance for doubtful accounts of $15 and $18, respectively)
 
 
 
Customer
274

 
236

Affiliates
56

 
55

Other
6

 
3

Inventories
 
 
 
Gas
22

 
65

Materials and supplies
19

 
19

Gas customer choice deferred asset
33

 
72

Notes receivable
 
 
 
Affiliates
2

 
2

Other
6

 
6

Regulatory assets
11

 
15

Other
24

 
16

 
453

 
489

 
 
 
 
Investments
27

 
26

 
 
 
 
Property
 
 
 
Property, plant, and equipment
4,506

 
4,467

Less accumulated depreciation and amortization
(1,680
)
 
(1,680
)
 
2,826

 
2,787

Other Assets
 
 
 
Regulatory assets
714

 
719

Net investment in lease
56

 
57

Prepaid pension costs — affiliates
111

 
106

Prepaid postretirement costs — affiliates
90

 
80

Other
2

 
3

 
973

 
965

Total Assets
$
4,279

 
$
4,267


See Notes to Consolidated Financial Statements (Unaudited)

4


DTE Gas Company

Consolidated Statements of Financial Position (Unaudited) - Continued

 
March 31,
 
December 31,
 
2016
 
2015
 
(In millions, except shares)
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities
 
 
 
Accounts payable
 
 
 
Affiliates
$
14

 
$
15

Other
115

 
158

Short-term borrowings — other
83

 
194

Gas inventory equalization
87

 

Regulatory liabilities
1

 
21

Other
59

 
62

 
359

 
450

 
 
 
 
Long-Term Debt (net of current portion)
1,119

 
1,119

 
 
 
 
Other Liabilities
 
 
 
Deferred income taxes
868

 
830

Regulatory liabilities
371

 
370

Asset retirement obligations
139

 
137

Accrued pension liability — affiliates
109

 
109

Other
39

 
39

 
1,526

 
1,485

Commitments and Contingencies (Notes 4 and 8)
 
 
 
 
 
 
 
Shareholder's Equity
 
 
 
Common stock, $1 par value, 15,100,000 shares authorized, 10,300,000 shares issued and outstanding
534

 
534

Retained earnings
741

 
679

Total Shareholder's Equity
1,275

 
1,213

Total Liabilities and Shareholder's Equity
$
4,279

 
$
4,267


See Notes to Consolidated Financial Statements (Unaudited)


5


DTE Gas Company

Consolidated Statements of Cash Flows (Unaudited)

 
Three Months Ended
 
March 31,
 
2016
 
2015
 
(In millions)
Operating Activities
 
 
 
Net Income
$
87

 
$
110

Adjustments to reconcile Net Income to net cash from operating activities:
 
 
 
Depreciation and amortization
26

 
25

Deferred income taxes
36

 
15

Changes in assets and liabilities:
 
 
 
Accounts receivable, net
(42
)
 
(81
)
Inventories
43

 
37

Prepaid pension costs — affiliates
(5
)
 
(5
)
Prepaid postretirement benefit costs — affiliates
(10
)
 
(7
)
Accounts payable
(31
)
 
(33
)
Gas inventory equalization
87

 
130

Accrued pension liability — affiliates

 
(7
)
Regulatory assets and liabilities
(6
)
 
37

Other current and noncurrent assets and liabilities
30

 
31

Net cash from operating activities
215

 
252

Investing Activities
 
 
 
Plant and equipment expenditures
(79
)
 
(55
)
Notes receivable and other

 
(6
)
Net cash used for investing activities
(79
)
 
(61
)
Financing Activities
 
 
 
Short-term borrowings, net — other
(111
)
 
(145
)
Dividends on common stock
(25
)
 
(23
)
Net cash used for financing activities
(136
)
 
(168
)
Net Increase in Cash and Cash Equivalents

 
23

Cash and Cash Equivalents at Beginning of Period

 

Cash and Cash Equivalents at End of Period
$

 
$
23

 
 
 
 
Supplemental disclosure of non-cash investing and financing activities
 
 
 
Plant and equipment expenditures in accounts payable
$
19

 
$
12


See Notes to Consolidated Financial Statements (Unaudited)



6


DTE Gas Company

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)

 
 
 
 
 
Additional Paid-in Capital
 
Retained Earnings
 
 
 
Common Stock
 
 
 
 
 
Shares
 
Amount
 
 
 
Total
 
(Dollars in millions, shares in thousands)
Balance, December 31, 2015
10,300

 
$
10

 
$
524

 
$
679

 
$
1,213

Net Income

 

 

 
87

 
87

Dividends declared on common stock

 

 

 
(25
)
 
(25
)
Balance, March 31, 2016
10,300

 
$
10

 
$
524

 
$
741

 
$
1,275


See Notes to Consolidated Financial Statements (Unaudited)



7


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited)


NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
Corporate Structure
DTE Gas is a public gas utility engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.2 million customers throughout Michigan and the sale of storage and transportation capacity. The Company is regulated by the MPSC and certain of its activities are regulated by the FERC. In addition, the Company is regulated by other federal and state regulatory agencies including the EPA and the Michigan Department of Environmental Quality.
Basis of Presentation
The Consolidated Financial Statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company's 2015 Consolidated Financial Statements furnished on Form 8-K.
The accompanying Consolidated Financial Statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Company's estimates.
The Consolidated Financial Statements are unaudited but, in the Company's opinion include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2016.
Certain prior year balances were reclassified to match the current year's Consolidated Financial Statements presentation. For reclassifications of debt issuance costs arising from ASU 2015-03, see Note 3 to the Consolidated Financial Statements, "New Accounting Pronouncements."
Principles of Consolidation
The Company consolidates all majority-owned subsidiaries and investments in entities in which it has controlling influence. Non-majority owned investments are accounted for using the equity method when the Company is able to significantly influence the operating policies of the investee. When the Company does not influence the operating policies of an investee, the cost method is used. The Company eliminates all intercompany balances and transactions.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
Changes in Accumulated Other Comprehensive Income (Loss)
For the three months ended March 31, 2016 and 2015, reclassifications out of Accumulated other comprehensive income (loss) for the Company were not material. Changes in Accumulated other comprehensive income (loss) are presented in the Consolidated Statements of Changes in Shareholder's Equity.
Income Taxes
The Company had income tax receivables with DTE Energy of $42 million at March 31, 2016 and $54 million at December 31, 2015.

8


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited) - (Continued)

Financial and Other Derivative Instruments
The Company recognizes all derivatives at their fair value as Derivative assets or liabilities on the Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the value of the underlying exposure is deferred in Accumulated other comprehensive income (loss) and later reclassified into earnings when the underlying transaction occurs. Gains or losses from the ineffective portion of cash flow hedges are recognized in earnings immediately. For fair value hedges, changes in fair values for the derivative and hedged item are recognized in earnings each period. For derivatives that do not qualify or are not designated for hedge accounting, changes in fair value are recognized in earnings each period.
The Company's primary market risk exposure is associated with commodity prices, credit, and interest rates. The Company has risk management policies to monitor and manage market risks. The Company purchases, stores, transports, distributes and sells natural gas, and sells storage and transportation capacity. The Company has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2019. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. The Company may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.
Allocated Stock-Based Compensation
The Company received an allocation of costs from DTE Energy associated with stock-based compensation of $2 million and $1 million for the three months ended March 31, 2016 and 2015, respectively.

NOTE 3NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Pronouncements
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU is effective for reporting periods beginning after December 15, 2015, and interim periods therein. It is to be applied retrospectively. The Company adopted this ASU at January 1, 2016. The effect of the adoption decreased assets and liabilities on the Consolidated Statements of Financial Position by $5 million at December 31, 2015.
In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This guidance 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 (or its equivalent) practical expedient. The guidance applies to investments for which there is not a readily determinable fair value (market quote) or the investment is in a mutual fund without a publicly available net asset value. It is effective for the Company for the first interim period within annual reporting periods beginning after December 15, 2015. It is to be applied retrospectively. The Company adopted this ASU at January 1, 2016. This implementation did not have a significant impact on the Company's Consolidated Financial Statements.

9


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited) - (Continued)

Recently Issued Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The objectives of this ASU are to improve upon revenue recognition requirements by providing a single comprehensive model to determine the measurement of revenue and timing of recognition. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This ASU also requires expanded qualitative and quantitative disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. In July 2015, the FASB deferred implementation of the revenue standard to be effective for the first interim period within annual reporting periods beginning after December 15, 2017. The standard is to be applied retrospectively and early adoption is permitted in the preceding year. In March 2016, the FASB issued an ASU that amends and clarifies the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net. In April 2016, the FASB issued an ASU that amends and clarifies the identification of performance obligations and accounting for licenses of intellectual property. Both ASUs issued in 2016 have the same deferred effective date. The Company is currently assessing the impact of these ASUs on its Consolidated Financial Statements.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory. The ASU replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. It is to be applied prospectively and early adoption is permitted. The ASU will not have a significant impact on the Company's Consolidated Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The ASU primarily impacts accounting for equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) and financial liabilities under the fair value option. Under the new guidance, equity investments will generally be measured at fair value, with subsequent changes in fair value recognized in net income. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Upon adoption, entities will be required to make a cumulative-effect adjustment to the Statements of Financial Position as of the beginning of the first reporting period in which the guidance is effective. Changes to the accounting for equity securities without a readily determinable fair value will be applied prospectively. The Company is currently assessing the impact of this ASU on its Consolidated Financial Statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), a replacement of Leases (Topic 840). This guidance requires a lessee to account for leases as finance or operating leases. Both leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet, with differing methodology for income statement recognition. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will classify leases to determine how to recognize lease-related revenue and expense. This ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required for leases existing or entered into after the beginning of the earliest comparative period in the Consolidated Financial Statements. The Company is currently assessing the impact of this ASU on its Consolidated Financial Statements.

NOTE 4 REGULATORY MATTERS
2015 Rate Case Filing
The Company filed a rate case with the MPSC on December 18, 2015 requesting an increase in base rates of $183 million, inclusive of $41 million of existing IRM surcharges which are expected to be converted into base rates, based on a projected twelve-month period ending October 31, 2017. The requested increase in base rates is due primarily to an increase in net plant, inclusive of IRM capital investments being recovered through approved IRM surcharge filings. The rate filing also includes projected changes in sales, operation and maintenance expenses, and working capital. The rate filing also requests an increase in return on equity from 10.5% to 10.75% on a capital structure of 52% equity and 48% debt. The Company anticipates self-implementing a rate increase in November 2016 with an MPSC order expected by December 2016. Concurrent with the MPSC order in this rate case, the existing IRM surcharge being billed will be terminated. However, the Company requested to implement a new IRM surcharge of approximately $9 million to become effective in January 2017.


10


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 5 FAIR VALUE
Fair value is defined as 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 in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company makes certain assumptions it believes that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Company and its counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at March 31, 2016 and December 31, 2015. The Company believes it uses valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.
A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability, and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. The Company classifies fair value balances based on the fair value hierarchy defined as follows:
Level 1 — Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date.
Level 2 — Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
Level 3 — Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
Fair Value of Financial Instruments
The fair value of financial instruments included in the table below is determined by using quoted market prices when available. When quoted prices are not available, pricing services may be used to determine the fair value with reference to observable interest rate indexes. The Company has obtained an understanding of how the fair values are derived. The Company also selectively corroborates the fair value of its transactions by comparison of market-based price sources. Discounted cash flow analyses based upon estimated current borrowing rates are also used to determine fair value when quoted market prices are not available. The fair values of notes receivable, excluding capital leases, are generally estimated using discounted cash flow techniques that incorporate market interest rates as well as assumptions about the remaining life of the loans and credit risk. Depending on the information available, other valuation techniques may be used that rely on internal assumptions and models. Valuation policies and procedures are determined by the Company's Treasury Department which reports to the Company's Vice President and Treasurer.
The following table presents the carrying amount and fair value of financial instruments as of March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
December 31, 2015
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
(In millions)
Notes receivable — affiliates
$
2

 
$

 
$

 
$
2

 
$
2

 
$

 
$

 
$
2

Short-term borrowings — other
$
83

 
$

 
$
83

 
$

 
$
194

 
$

 
$
194

 
$

Long-term debt
$
1,119

 
$

 
$
771

 
$
459

 
$
1,119

 
$

 
$
643

 
$
534

For further fair value information on financial and derivative instruments, see Note 2 to the Consolidated Financial Statements, "Significant Accounting Policies."

11


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited) - (Continued)


NOTE 6 SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS
The Company has a $300 million unsecured revolving credit agreement that can be used for general corporate borrowings, but is intended to provide liquidity support for the Company's commercial paper program. Borrowings under the revolver are available at prevailing short-term interest rates. In April 2016, the Company exercised the extension feature in its revolving credit agreement to add one year to the existing maturity. The revolver's expiration was extended from April 2020 to April 2021. At March 31, 2016, there was $83 million outstanding against the revolver.
The agreement requires the Company to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreement, “total funded debt” means all indebtedness of the Company and its consolidated subsidiaries, including capital lease obligations, hedge agreements, and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt, and, except for calculations at the end of the second quarter, certain short-term debt. “Capitalization” means the sum of (a) total funded debt plus (b) “consolidated net worth,” which is equal to consolidated total equity of the Company and its consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At March 31, 2016, the total funded debt to total capitalization ratio for the Company was 0.47 to 1 and was in compliance with this financial covenant.

NOTE 7 COMMITMENTS AND CONTINGENCIES
Guarantees
In certain limited circumstances, the Company enters into contractual guarantees. The Company may guarantee another entity’s obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. Finally, the Company may provide indirect guarantees for the indebtedness of others.
Bankruptcies
Certain of the Company's customers and suppliers have filed for bankruptcy protection under the U.S. Bankruptcy Code. The Company regularly reviews contingent matters relating to these customers and suppliers and their purchase and sale contracts, and records provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts. The Company believes its accrued amounts are adequate for probable loss.
Other Contingencies
The Company is involved in certain other legal, regulatory, administrative, and environmental proceedings before various courts, arbitration panels, and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Company cannot predict the final disposition of such proceedings. The Company regularly reviews legal matters and records provisions for claims that it can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Consolidated Financial Statements in the periods they are resolved.
For a discussion of contingencies related to regulatory matters, see Note 4 to the Consolidated Financial Statements, "Regulatory Matters."


12


DTE Gas Company
Notes to Consolidated Financial Statements (Unaudited) - (Continued)

NOTE 8 RETIREMENT BENEFITS AND TRUSTEED ASSETS
The following table details the components of net periodic benefit costs for pension benefits and other postretirement benefits:
 
Pension Benefits
 
Other Postretirement Benefits
 
2016
 
2015
 
2016
 
2015
 
(In millions)
Three Months Ended March 31,
 
 
 
 
 
 
 
Service cost
$
5

 
$
5

 
$
2

 
$
2

Interest cost
11

 
12

 
4

 
4

Expected return on plan assets
(21
)
 
(20
)
 
(10
)
 
(10
)
Amortization of:
 
 
 
 
 
 
 
Net actuarial loss
9

 
11

 

 
2

Prior service credit

 

 
(7
)
 
(7
)
Net periodic benefit cost (credit)
$
4

 
$
8

 
$
(11
)
 
$
(9
)
Pension and Other Postretirement Contributions
At the discretion of management, the Company may make contributions up to $30 million to its pension plans in 2016 and up to $20 million in contributions to its other postretirement benefit plans in 2016.


13