Employee Benefit Plans

Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement Plans

The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999. Prior to December 31, 2012, the Company accounted for the Defined Benefit Pension Plan as the direct legal obligation of the Company and accounted for the corresponding plan obligations on its balance sheet and statements of income. Effective December 31, 2012, the Company transferred the sponsorship of the Defined Benefit Pension Plan to GWL&A Financial, the Company’s immediate parent. Despite the change in sponsorship of the Defined Benefit Pension Plan, the Company continues to account for the corresponding plan obligations on its balance sheet and statements of income.

Benefits for the Defined Benefit Pension Plan are based principally on an employee’s years of service and compensation levels near retirement. The Company’s policy for funding the Defined Benefit Pension Plans is to make annual contributions, which equal or exceed regulatory requirements.

The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible. The Medical Plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the Medical Plan benefits in amounts determined at the discretion of management.

The Company also provides Supplemental Executive Retirement Plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability or death based upon total compensation. The Company has purchased individual life insurance policies with respect to employees covered by these plans. The Company is the owner and beneficiary of the insurance contracts.

A December 31 measurement date is used for the employee benefit plans.

The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:



	Defined Benefit Pension Plan						Post-Retirement Medical Plan						Supplemental Executive Retirement Plan						Total
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2014			2013			2014			2013			2014			2013			2014			2013
Change in projected benefit obligation:
Benefit obligation, January 1	$	456,402		$	500,603		$	11,081		$	13,462		$	62,305		$	69,229		$	529,788		$	583,294
Service cost	4,952			5,527			985			947			586			1,002			6,523			7,476
Interest cost	23,068			20,897			574			512			2,528			2,548			26,170			23,957
Actuarial (gain) loss	113,410			(57,051		)	(2,092		)	(3,221		)	3,376			(6,791		)	114,694			(67,063		)
Regular benefits paid	(14,752		)	(13,574		)	(508		)	(619		)	(16,874		)	(3,683		)	(32,134		)	(17,876		)
Amendment	—			—			(569		)	—			3,911			—			3,342			—
Acquisition	—			—			3,311			—			—			—			3,311			—
Benefit obligation, December 31	$	583,080		$	456,402		$	12,782		$	11,081		$	55,832		$	62,305		$	651,694		$	529,788
Accumulated benefit obligation	$	562,760		$	440,666		$	12,782		$	11,081		$	50,032		$	54,195		$	625,574		$	505,942

On August 29, 2014, the Company completed the acquisition of RPS. See Note 2 for additional discussion regarding the acquisition. Per the terms of the Purchase and Sale Agreement, the Company was required to give each RPS employee full credit for the employee’s service period with RPS prior to the closing date, for the purpose of eligibility to participate, vesting and level of benefits under the Post-Retirement Medical Plan. As a result, approximately 1,000 individuals became eligible participants of the Post-Retirement Medical Plan at the acquisition date. The acquisition resulted in a $3,311 increase before tax to other liabilities with an offsetting increase to goodwill.

During 2014, one participant in the Supplemental Executive Retirement Plan received an enhancement to his benefit. The enhancement resulted in a $3,911 increase before tax to other liabilities with an offsetting increase to accumulated other comprehensive income.

During 2014, the Post-Retirement Medical Plan was amended to allow only one medical plan option to retirees.



	Defined Benefit Pension Plan						Post-Retirement Medical Plan						Supplemental Executive Retirement Plan						Total
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2014			2013			2014			2013			2014			2013			2014			2013
Change in plan assets:
Value of plan assets, January 1	$	404,335		$	336,534		$	—		$	—		$	—		$	—		$	404,335		$	336,534
Actual return on plan assets	43,662			62,701			—			—			—			—			43,662			62,701
Employer contributions	10,717			18,674			508			619			16,874			3,683			28,099			22,976
Benefits paid	(14,752		)	(13,574		)	(508		)	(619		)	(16,874		)	(3,683		)	(32,134		)	(17,876		)
Value of plan assets, December 31	$	443,962		$	404,335		$	—		$	—		$	—		$	—		$	443,962		$	404,335



	Defined Benefit Pension Plan						Post-Retirement Medical Plan						Supplemental Executive Retirement Plan						Total
	December 31,						December 31,						December 31,						December 31,
	2014			2013			2014			2013			2014			2013			2014			2013
Under funded status at December 31	$	(139,118	)	$	(52,067	)	$	(12,782	)	$	(11,081	)	$	(55,832	)	$	(62,305	)	$	(207,732	)	$	(125,453	)

The following table presents amounts recognized in the consolidated balance sheets for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans:



	Defined Benefit Pension Plan						Post-Retirement Medical Plan						Supplemental Executive Retirement Plan						Total
	December 31,						December 31,						December 31,						December 31,
	2014			2013			2014			2013			2014			2013			2014			2013
Amounts recognized in consolidated balance sheets:
Other liabilities	$	(139,118	)	$	(52,067	)	$	(12,782	)	$	(11,081	)	$	(55,832	)	$	(62,305	)	$	(207,732	)	$	(125,453	)
Accumulated other comprehensive income (loss)	(165,652		)	(69,564		)	14,390			13,885			(11,990		)	(11,687		)	(163,252		)	(67,366		)

The following table provides information regarding amounts in AOCI that have not yet been recognized as components of net periodic benefit cost at December 31, 2014:



	Defined Benefit Pension Plan						Post-Retirement Medical Plan				Supplemental Executive Retirement Plan						Total
	Gross			Net of tax			Gross		Net of tax		Gross			Net of tax			Gross			Net of tax
Net gain (loss)	$	(165,639	)	$	(107,665	)	$	10,686	$	6,946	$	(8,856	)	$	(5,756	)	$	(163,809	)	$	(106,475	)
Net prior service (cost) credit	(13		)	(8		)	3,704		2,408		(3,134		)	(2,037		)	557			363
	$	(165,652	)	$	(107,673	)	$	14,390	$	9,354	$	(11,990	)	$	(7,793	)	$	(163,252	)	$	(106,112	)

The following table provides information regarding amounts in AOCI that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2015:



	Defined Benefit Pension Plan						Post-Retirement Medical Plan				Supplemental Executive Retirement Plan						Total
	Gross			Net of tax			Gross		Net of tax		Gross			Net of tax			Gross			Net of tax
Net gain (loss)	$	(12,023	)	$	(7,815	)	$	606	$	394	$	(663	)	$	(431	)	$	(12,080	)	$	(7,852	)
Prior service (cost) credit	(13		)	(8		)	1,669		1,085		(933		)	(606		)	723			471
	$	(12,036	)	$	(7,823	)	$	2,275	$	1,479	$	(1,596	)	$	(1,037	)	$	(11,357	)	$	(7,381	)

The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans for the years indicated are as follows:



	Defined Benefit Pension Plan		Post-Retirement Medical Plan		Supplemental Executive Retirement Plan
2015	$	15,670	$	606	$	4,874
2016	17,102		547		3,322
2017	18,192		556		3,306
2018	19,891		569		2,834
2019	21,285		625		2,518
2020 through 2024	135,763		4,171		15,883

Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income includes the following components:



	Defined Benefit Pension Plan
	Year Ended December 31,
	2014			2013			2012
Components of net periodic cost:
Service cost	$	4,952		$	5,527		$	4,350
Interest cost	23,068			20,897			20,945
Expected return on plan assets	(29,288		)	(24,499		)	(21,797		)
Amortization of unrecognized prior service cost	51			51			51
Amortization of loss from earlier periods	2,898			16,001			9,941
Net periodic cost	$	1,681		$	17,977		$	13,490



	Post-Retirement Medical Plan
	Year Ended December 31,
	2014			2013			2012
Components of net periodic benefit:
Service cost	$	985		$	947		$	817
Interest cost	574			512			569
Amortization of unrecognized prior service benefit	(1,706		)	(1,650		)	(1,650		)
Amortization of gain from earlier periods	(450		)	(348		)	(455		)
Net periodic benefit	$	(597	)	$	(539	)	$	(719	)



	Supplemental Executive Retirement Plan
	Year Ended December 31,
	2014		2013		2012
Components of net periodic cost:
Service cost	$	586	$	1,002	$	991
Interest cost	2,528		2,548		2,912
Amortization of unrecognized prior service cost	4,844		933		934
Amortization of loss from earlier periods	282		1,299		637
Settlement	1,857		—		—
Net periodic cost	$	10,097	$	5,782	$	5,474

On August 1, 2014, the Company made a lump-sum benefit payment from the Supplemental Executive Retirement Plan. The lump-sum distribution resulted in the settlement of 21% of the Supplemental Executive Retirement Plan’s projected benefit obligation and exceeded the total of the projected service cost and interest cost for the plan year. In connection with this settlement during the third quarter of 2014, the Company reclassified a $1,857 loss before tax to earnings from accumulated other comprehensive income. The lump-sum benefit payment also resulted in the recognition of $3,911 of prior service costs within earnings from accumulated other comprehensive income.

The following tables present the assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:



	Defined Benefit Pension Plan
	December 31,
	2014		2013
Discount rate	4.17	%	5.11	%
Rate of compensation increase	4.47	%	4.47	%



	Post-Retirement Medical Plan
	December 31,
	2014		2013
Discount rate	3.94	%	4.83	%
Initial health care cost trend	6.50	%	7.00	%
Ultimate health care cost trend	5.00	%	5.00	%
Year ultimate trend is reached	2018		2018



	Supplemental Executive Retirement Plan
	December 31,
	2014		2013
Discount rate	3.99	%	4.61	%
Rate of compensation increase	4.00	%	4.00	%

During 2014, the Company adopted the Society of Actuaries 2014 Mortality Tables Report (RP-2014) and Mortality Improvement Scale (MP-2014), which adjusted the mortality assumptions used to measure retirement plan obligations. The updated mortality assumptions reflect increasing life expectancies in the United States, reflecting an increase to the Company’s benefit obligations of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans. Future expenses of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans are also expected to increase due to the new mortality assumptions.

The following tables present the assumptions used in determining the net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical and the Supplemental Executive Retirement plans:



	Defined Benefit Pension Plan
	Year Ended December 31,
	2014		2013
Discount rate	5.11	%	4.19	%
Expected return on plan assets	7.25	%	7.25	%
Rate of compensation increase	4.47	%	3.14	%



	Post-Retirement Medical Plan
	Year Ended December 31,
	2014		2013
Discount rate	4.83	%	3.74	%
Initial health care cost trend	7.00	%	7.50	%
Ultimate health care cost trend	5.00	%	5.25	%
Year ultimate trend is reached	2018		2018



	Supplemental Executive Retirement Plan
	Year Ended December 31,
	2014		2013
Discount rate	4.61	%	3.79	%
Rate of compensation increase	4.00	%	4.00	%

The discount rate has been set based on the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.

The following table presents the impact on the Post-Retirement Medical Plan that a one-percentage-point change in assumed health care cost trend rates would have on the following:



	One percentage point increase		One percentage point decrease
Increase (decrease) on total service and interest cost on components	$	254	$	(212	)
Increase (decrease) on post-retirement benefit obligation	1,722		(1,467		)

The following table presents how the Company’s Defined Benefit Pension Plan assets are invested:



	December 31,
	2014		2013
Equity securities	65	%	63	%
Debt securities	33	%	34	%
Other	2	%	3	%
Total	100	%	100	%

The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:



	Defined benefit plan assets measured at fair value on a recurring basis
	December 31, 2014
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Common collective trust funds:
Equity index funds	$	—	$	93,415	$	—	$	93,415
Midcap index funds	—		90,159		—		90,159
World equity index funds	—		8,759		—		8,759
U.S. equity market funds	—		93,911		—		93,911
Total common collective trust funds	—		286,244		—		286,244
Fixed maturity investments:
U.S. government direct obligations and agencies	—		9,308		—		9,308
Obligations of U.S. states and their municipalities	—		18,838		—		18,838
Corporate debt securities	—		107,125		—		107,125
Asset-backed securities	—		8,444		—		8,444
Commercial mortgage-backed securities	—		3,048		—		3,048
Total fixed maturity investments	—		146,763		—		146,763
Preferred stock	310		—		—		310
Limited partnership investments	—		—		8,114		8,114
Money market funds	2,531		—		—		2,531
Total defined benefit plan assets	$	2,841	$	433,007	$	8,114	$	443,962



	Defined benefit plan assets measured at fair value on a recurring basis
	December 31, 2013
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Common collective trust funds:
Equity index funds	$	—	$	82,440	$	—	$	82,440
Midcap index funds	—		82,674		—		82,674
World equity index funds	—		8,186		—		8,186
U.S. equity market funds	—		83,209		—		83,209
Total common collective trust funds	—		256,509		—		256,509
Fixed maturity investments:
U.S. government direct obligations and agencies	—		19,088		—		19,088
Obligations of U.S. states and their municipalities	—		14,973		—		14,973
Corporate debt securities	—		91,860		—		91,860
Asset-backed securities	—		7,902		—		7,902
Commercial mortgage-backed securities	—		2,647		—		2,647
Total fixed maturity investments	—		136,470		—		136,470
Preferred stock	700		—		—		700
Limited partnership investments	—		—		7,557		7,557
Money market funds	3,099		—		—		3,099
Total defined benefit plan assets	$	3,799	$	392,979	$	7,557	$	404,335

The following tables present additional information about assets of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:



	Fair value measurements using significant unobservable inputs (Level 3) limited partnership interest
	Year Ended December 31,
	2014			2013
Balance, January 1	$	7,557		$	6,485
Actual return on plan assets	510			853
Purchases	656			630
Issuances	(609		)	(411		)
Balance, December 31	$	8,114		$	7,557

The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.

The Defined Benefit Pension Plan utilizes various investment securities. Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.

The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2015:



	December 31, 2015
Equity securities	30	%
Debt securities	52	%
Other	18	%
Total	100	%

Management estimates the value of these investments will be recoverable. The Company does not expect any plan assets to be returned to it during the year ended December 31, 2015. The Company expects to make payments of approximately $606 with respect to its Post-Retirement Medical Plan and $4,874 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2015.

Other employee benefit plans

The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $10,051 and $11,240 at December 31, 2014 and 2013, respectively. The participant deferrals earned interest at the average rates of 6.53% during the years ended December 31, 2014 and 2013. The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 4.67% to 5.37% for retired participants.

The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets, are $16,633 and $14,536 at December 31, 2014 and 2013, respectively.

The Company sponsors a qualified defined contribution benefit plan covering all employees. Under this plan, employees may contribute a percentage of their annual compensation to the plan up to certain maximums, as defined by the plan and by the Internal Revenue Service (“IRS”). Currently, the Company matches a percentage of employee contributions in cash. The Company recognized $8,479, $6,693 and $6,288 in expense related to this plan for the years ended December 31, 2014, 2013 and 2012, respectively.