Annual Report of Employee Stock Plans (11-k)

Date : 06/28/2019 @ 10:11AM
Source : Edgar (US Regulatory)
Stock : Torchmark Corporation (TMK)
Quote : 88.1  0.0 (0.00%) @ 12:00AM

Annual Report of Employee Stock Plans (11-k)







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________

FORM 11-K
__________________________________________
(Mark One)

[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_______

Commission File Number 001-08052
__________________________________________

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

TORCHMARK CORPORATION
SAVINGS AND INVESTMENT PLAN
3700 South Stonebridge Drive
McKinney, Texas 75070
469-680-4169
__________________________________________

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TORCHMARK CORPORATION
3700 South Stonebridge Drive
McKinney, Texas 75070
972-569-4000
__________________________________________




TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
For the years ended December 31, 2018 and 2017


Table of Contents
 
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
FINANCIAL STATEMENTS
 
 
 
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
 
SUPPLEMENTAL INFORMATION
 
 
 
 
SCHEDULE OF ASSETS (HELD AT THE END OF THE YEAR)
 
 
 
EXHIBITS
 
 
 



                    




2


Report of Independent Registered Public Accounting Firm

To the Administrative Committee of the
Torchmark Corporation Savings and Investment Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Torchmark Corporation Savings and Investment Plan (the “Plan”) as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


3



Supplemental Information

The supplemental information contained in the Schedule of Assets (Held at the End of the Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Lane Gorman Trubitt, LLC

We have served as the Plan’s auditor since 2007.

Dallas, Texas
June 27, 2019






4



TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
For the years ended December 31, 2018 and 2017


Statements of Net Assets Available for Benefits

 
December 31,
Assets
2018
 
2017
Investments, at fair value:
 
 
 
Torchmark Corporation common stock
$
52,781,475

 
$
65,613,083

Mutual funds
99,562,369

 
103,579,782

Short-term investments
1,557,734

 
2,091,337

 
153,901,578

 
171,284,202

Investments, at contract value:
 
 
 
  Insurance company general account funds
32,389,284

 
38,589,983

 
 
 
 
Total investments
186,290,862

 
209,874,185

 
 
 
 
Notes receivable from participants
2,263,358

 
1,696,509

 
 
 
 
Employer contributions receivable
221,053

 
244,065

Participant contributions receivable
7,256

 

 
 
 
 
Total assets
$
188,782,529

 
$
211,814,759

 
 
 
 
Total liabilities

 

 
 
 
 
Net assets available for benefits
$
188,782,529

 
$
211,814,759

 
 
 
 
The accompanying notes are an integral part of these financial statements.

See Report of Independent Registered Public Accounting Firm.

5


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
For the years ended December 31, 2018 and 2017



Statements of Changes in Net Assets Available for Benefits

 
December 31,
 
2018
 
2017
Investment income:
 
 
 
Cash dividends—Torchmark common stock
$
451,230

 
$
454,008

Dividends on other investments
5,525,294

 
4,878,200

Interest income—notes receivable from participants
95,039

 
71,763

Interest income—short-term investments
27,722

 
19,272

 
6,099,285

 
5,423,243

 
 
 
 
Net appreciation (depreciation) in fair value of investments
(20,443,091
)
 
27,138,792

 
 
 
 
Contributions:
 
 
 
Participant contributions
8,628,095

 
7,966,165

Rollover contributions
3,477,122

 
176,369

Employer contributions
3,484,257

 
3,550,799

 
15,589,474

 
11,693,333

 
 
 
 
Total additions
1,245,668

 
44,255,368

Benefits paid to participants
24,277,898

 
23,654,396

Net increase (decrease) in net assets
(23,032,230
)
 
20,600,972

 
 
 
 
Net assets available for benefits:


 


Beginning of plan year
211,814,759

 
176,480,612

 
 
 
 
Transfer of assets into this plan

 
14,733,175

End of plan year
$
188,782,529

 
$
211,814,759

 
 
 
 
The accompanying notes are an integral part of these financial statements.



See Report of Independent Registered Public Accounting Firm.

6


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Torchmark Corporation Savings and Investment Plan (the “Plan”) was adopted on February 15, 1982 by the Board of Directors of Torchmark Corporation (“Torchmark”) and began operating on April 5, 1982.

Valuation of Investments

The purchases and sales of securities are recorded on a trade-date basis.

The Plan offers a choice of various mutual funds (via pooled separate accounts through November 30, 2017) including (i) money market and bond funds which invest primarily in securities issued or guaranteed by the U.S. Treasury and certain U.S. Government agencies and municipalities that provide income that is generally not subject to state income tax, (ii) fixed-income mutual funds which invest in a diversified group of high-quality, fixed income investments, and (iii) equity funds which invest in common stocks and consist of several individual investment options for various levels of risk tolerance. Investments in mutual funds and pooled separate accounts are recorded at the fair value of the underlying investments.

The Plan offers an investment in a general account fund of the Plan trustee. The trustee maintains the contributions in a general account, which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by the trustee. Contract value is equal to contributions received plus interest credited, less payments, withdrawals, or transfers. The interest rate credited on the general account fund varies based on a formula d etermined by the Plan trustee, but will not be less than a guaranteed floor interest rate determined annually. The interest rate credited for the period January 1, 2017 through November 30, 2017 was 3.00%.The interest rate credited for the period December 1, 2017 through December 31, 2018 was 2.15%. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Plan management believes that the occurrence of events that would cause the plan to transact at less than contract value is not probable. The trustee may not terminate the contract at any amount less than contract value.

Contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The accompanying statements of changes in net assets available for benefits are prepared on a contract value basis. The contract value of the Plan’s interest in the general account fund is based on information reported by the issuer at year end. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.

Basis of Presentation

The accompanying financial statements have been prepared using the accrual method of accounting.

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”) requires the Plan administrators to make estimates and assumptions that affect the reported amounts of net assets and changes therein. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and those changes could materially affect the amount reported in the statements of net assets available for benefits.


See Report of Independent Registered Public Accounting Firm.

7


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Dividend and interest income is recorded as earned. Torchmark dividends are earned on the ex-dividend date. Realized gains and losses from sales of investments are calculated on the average cost basis. Net appreciation (depreciation) in fair value of investments includes the Plan's gains and losses on investments bought and sold, as well as held, during the year.

Administrative Expenses

Some of the administrative expenses of the Plan are paid by Torchmark and its affiliates. Quarterly maintenance and transactional fees are deducted from participants' accounts. The Plan has no obligation to reimburse the administrative expenses paid on its behalf.

Federal Income Taxes

Through November 30, 2017, the Plan operated under an individually-designed plan document. Torchmark received a determination letter dated August 10, 2015 from the Internal Revenue Service (“IRS”) stating that the Plan qualified under Section 401(a) of the Internal Revenue Code (“IRC”), and therefore, is exempt from federal income tax. Although the Plan has been amended since receiving the determination letter, the administrative committee and the Plan’s tax counsel believe that the Plan is designed and was operated in compliance with the applicable requirements of the IRC.

In connection with the transfer of custodial and managerial responsibility for the Plan, effective December 1, 2017, Torchmark adopted the Great-West Trust Company Defined Contribution Prototype Plan and Trust - Basic Plan Document No. 11. The Internal Revenue Service has issued an opinion letter dated March 31, 2014 stating that the Plan is acceptable under Section 401(a) of the IRC for use by employers for the benefit of their employees. Torchmark is relying on the opinion letter (in accordance with Announcement 2011-49) that the Plan meets the qualification requirements of the IRC.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018 and 2017 there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

NOTE B—DESCRIPTION OF PLAN

The following description of the Plan provides only general information. Participants should refer to the Plan agreement for more complete information.

General

The Plan is a defined contribution profit sharing and retirement plan subject to certain provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

For the period January 1, 2017 through November 30, 2017, Voya Financial served as custodian and record keeper for the Plan’s assets. Effective December 1, 2017, Empower Retirement and Great West Trust Company was appointed custodian and record keeper for the Plan’s assets and assumed responsibility for the custody and management of the Plan’s assets and providing record keeping services.


See Report of Independent Registered Public Accounting Firm.

8


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

NOTE B—DESCRIPTION OF PLAN (Continued)

Participant Contributions

An employee is eligible to participate in the Plan on the date coincident with his date of hire. Employees of Liberty National Life Insurance Company must have been employed before January 1, 1995 to be eligible to participate in the Plan prior to the February 15, 2017 merger of the Liberty National Life Insurance Company 401(K) Plan with and into the Plan. (See NOTE E.) Upon enrollment, eligible employees can contribute up to 60% of their annual compensation, subject to certain limitations, and can direct the investment in their participant and employer accounts. The Plan permits both pre-tax and certain after-tax (Roth) deferral contributions. Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other eligible retirement plans.

For any employee who becomes an eligible employee on or after January 1, 2012 and does not affirmatively elect otherwise, that employee will be automatically enrolled with salary deferrals of 3% upon the date coincident with the employee’s one year anniversary from his date of hire. That amount will increase by 1% each Plan Year until the amount reaches 6% of compensation. These increases are effective the first day of the Plan Year following enrollment.

Participating Employer Contributions

Participating employers contribute to the Plan out of their current or accumulated earnings for the year an amount equal to 100% of the participant’s contribution equal to the first 1% of compensation and 50% of a participant’s contributions of the next 5% of a participant’s contribution (limited to 6% of participant’s compensation). Participating employer contributions commence on the date coincident with the employee’s one year anniversary from his date of hire.

Participant Accounts

Each participant’s account is credited with the participant’s contribution, the employer’s matching contribution, and allocations of Plan investment earnings based on the pro rata ownership share of the investment that generated the earnings. The benefit to which a participant is entitled is the vested benefit that can be provided from the participant’s account.

Notes Receivable from Participants

Any actively employed participant may apply for a general purpose Plan loan. The minimum loan amount is $1,000, and the maximum loan amount is the lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the participant during the one year period ending on the day before the loan is made or (b) 50% of the participant’s vested account balance. For the period January 1, 2017 to August 31, 2018 participants were allowed to take only one loan per calendar year, with only one loan outstanding at a time. Effective September 1, 2018, the Plan's loan policy was amended such that a participant may take more than one loan per calendar year, but still may only have one outstanding loan at a time. Loans are secured by the participants’ account balances. Loan repayments of principal and interest are made by payroll deduction over a reasonable time period not to exceed 60 months. Currently, the loan interest rate is determined by the trustee using the prime interest rate published in the Wall Street Journal on the first business day of the month before the loan is originated plus 1%.

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. No allowance for credit losses has been recorded as of December 31, 2018 or 2017. If a participant ceases to make loan repayments and the plan administrator deems the loan to be in default, the loan balance is reduced and a benefit payment recorded. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.


See Report of Independent Registered Public Accounting Firm.

9


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

NOTE B—DESCRIPTION OF PLAN (Continued)

Participating Employers

At the end of 2018 and 2017, the following companies were participating employers in the Plan:

Liberty National Life Insurance Company, “Liberty National”, (McKinney, Texas)

Globe Life And Accident Insurance Company, “Globe”, (McKinney, Texas)

United American Insurance Company, “United American”, (McKinney, Texas)

Torchmark Corporation, “Torchmark”, (McKinney, Texas)

Globe Marketing Services, Inc., “Globe Marketing”, (Oklahoma City, Oklahoma)

Family Heritage Life Insurance Company of America, “Family Heritage”, (McKinney, Texas)

All participating employers are either direct or indirect wholly-owned subsidiaries of Torchmark.

Vesting Provisions

Participants have a fully vested and non-forfeitable interest in their own account. The participant’s employer accounts are vested in accordance with the following schedule:
Years of Credited Service
 
Applicable Non-Forfeitable Percentage
Less than 2
 
0%
2 or more
 
100%

Benefit Payment Provisions

At termination of employment, participants may withdraw all of their participant accounts and the vested portion of their employer accounts. Participants may make non-emergency, in-service withdrawals of all or a portion of their after-tax participant account and all or a portion of their after-tax employer account, if fully vested. Withdrawals prior to termination of employment are also allowed under prescribed hardship conditions as defined in the Plan agreement or subsequent to age 59½ for any reason. If any portion of the after-tax employer account is withdrawn on account of a hardship, the participant may not make contributions to the Plan for six months following such withdrawal. Benefits are recorded when paid. Participants are charged a variety of fees ranging from $50 to $85 for processing a loan, distribution, or withdrawal (non-emergency, in-service; age 59 ½; or hardship). These fees are deducted from the proceeds paid to the participant and are reflected in the financial statements in “Benefits paid to participants.”

Termination of the Plan

Although it has expressed no intent to do so, Torchmark has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. If the Plan is partially or completely terminated, each affected participant will become fully vested in his employer contribution account.

Forfeitures

If an employee incurs five consecutive “one year breaks in service” for any reason other than death or normal retirement, and is not 100% vested in the employer contribution account, then the non-vested portion of the employer contribution account is forfeited. Forfeitures are applied to reduce subsequent contributions of the employer. The Plan had unallocated forfeitures of $69,213 and $30,728 at December 31, 2018 and 2017, respectively. The Plan applied forfeitures to reduce employer match of $30,378 and $127,329 for 2018 and 2017,

See Report of Independent Registered Public Accounting Firm.

10


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

respectively.

NOTE C—FAIR VALUE MEASUREMENTS

U.S. GAAP establishes a framework for measuring fair value. That framework 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 measurements) and the lowest priority to unobservable inputs (level 3 measurements). 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 Plan 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.

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 the observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2018 and 2017.

Common stocks: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the net asset value of shares held by the Plan at year end.

Short term investments: Valued at the net asset value of shares held by the Plan at year end.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 

See Report of Independent Registered Public Accounting Firm.

11


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017

NOTE C—FAIR VALUE MEASUREMENTS (Continued)

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis as of December 31, 2018 :
 
Level 1
 
Level 2
 
Level 3
 
Total
Common stocks
$
52,781,475

 
$

 
$

 
$
52,781,475

Mutual funds
99,562,369

 

 

 
99,562,369

Short term investments
1,557,734

 

 

 
1,557,734

Total investments at fair value
$
153,901,578

 
$

 
$

 
$
153,901,578


The following table sets forth by level, within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis as of December 31, 2017 :
 
Level 1
 
Level 2
 
Level 3
 
Total
Common stocks
$
65,613,083

 
$

 
$

 
$
65,613,083

Mutual funds
103,579,782

 

 

 
103,579,782

Short term investments
2,091,337

 

 

 
2,091,337

Total investments at fair value
$
171,284,202

 
$

 
$

 
$
171,284,202



NOTE D—RELATED PARTY TRANSACTIONS

Plan participants are allowed to purchase and sell the common stock of Torchmark. Such purchases and sales were handled by Voya Financial, a party-in-interest to the Plan for the period from January 1, 2017 through November 30, 2017. Such purchases and sales, which are considered party-in-interest transactions, were handled by Empower Retirement and Great West Trust Company, a party-in-interest to the Plan from December 1, 2017 through December 31, 2018. Purchases and sales were made based on the instructions of the Plan participants and in accordance with the pertinent provisions of the Plan. From time to time, monies not yet invested in Torchmark common stock are deposited in an interest-bearing short-term fund. These monies were deposited in the Investors Bank & Trust Investcash Fund for the period January 1, 2017 through November 30, 2017 and in the Federated Government Obligations Fund for the period December 1, 2017 through December 31, 2018.


NOTE E—TRANSFER FROM OTHER PLANS

Effective February 15, 2017, the Liberty National Life Insurance Company 401(k) Plan (“LNL 401(k)”) was merged into and with the Plan. On the date of the merger, total plan assets transferred from the LNL 401(k) Plan into the Plan equaled $9,309,506 and consisted of Torchmark Corporation common stock, pooled separate accounts, short-term investments, an unallocated annuity contract, and notes receivable from participants.

Also, effective February 15, 2017, the Liberty National Life Insurance Company Defined Contribution Plan (“LNL DC”) was merged into and with the Plan. On the date of the merger, total plan assets transferred from the LNL DC Plan into the Plan equaled $5,422,031 and consisted of mutual funds, Federal National Mortgage Association securities, money market funds and short-term investments, and cash on deposit. An additional $1,638 of dividends and earnings were received by the LNL DC Plan through April 2017, with the last remaining amounts being transferred to the Plan on April 17, 2017, for a total transfer from the LNL DC Plan of $5,423,669.


See Report of Independent Registered Public Accounting Firm.

12


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017


NOTE F—REPORTABLE TRANSACTIONS

During the years ended December 31, 2018 and 2017, there were no reportable transactions, loans in default or uncollectible, investment assets acquired and disposed of within the Plan, or non-exempt transactions with parties-in-interest which would require supplemental presentation under United States Department of Labor regulations.

NOTE G - SUBSEQUENT EVENTS

Effective January 1, 2019 the Plan was amended to change the Plan’s vesting from Hours of Service to Elapsed Time based upon employee’s hire date and each anniversary year. Also, the Plan was amended to add 403(b) and Roth 403(b) as permitted rollover contribution types.








See Report of Independent Registered Public Accounting Firm.

13














SUPPLEMENTAL INFORMATION







14


TORCHMARK CORPORATION SAVINGS AND INVESTMENT PLAN
December 31, 2018


Schedule H, Part IV, Line 4i
Schedule of Assets (Held at the End of the Year)
E.I.N. 63-0780404
Plan Number 001
Identity of Issuer
 
Description of Investment
 
Cost
 
Current Value
*Torchmark Corporation
 
708,191

shares
$1 par value of common stock
 
**

 
$
52,781,475

 
 
 
 
 
 
 
 
 
*Empower Retirement
 
Mutual Funds:
 
 
 
 
American Funds
 
198,605

shares
American Funds 2015 Trgt Date Retire R6
 
**

 
2,142,952

American Funds
 
207,694

shares
American Funds 2020 Trgt Date Retire R6
 
**

 
2,436,249

American Funds
 
812,932

shares
American Funds 2025 Trgt Date Retire R6
 
**

 
10,137,265

American Funds
 
328,220

shares
American Funds 2030 Trgt Date Retire R6
 
**

 
4,335,782

American Funds
 
549,834

shares
American Funds 2035 Trgt Date Retire R6
 
**

 
7,378,770

American Funds
 
197,972

shares
American Funds 2040 Trgt Date Retire R6
 
**

 
2,708,250

American Funds
 
324,402

shares
American Funds 2045 Trgt Date Retire R6
 
**

 
4,509,191

American Funds
 
98,021

shares
American Funds 2050 Trgt Date Retire R6
 
**

 
1,334,071

American Funds
 
58,235

shares
American Funds 2055 Trgt Date Retire R6
 
**

 
992,908

American Funds
 
11,843

shares
American Funds 2060 Trgt Date Retire R6
 
**

 
133,708

American Funds
 
249,816

shares
American Funds Income Fund of America R6
 
**

 
5,156,207

Baron Capital Group
 
60,862

shares
Baron Emerging Markets Institutional
 
**

 
758,953

Ivy Funds
 
232,354

shares
Ivy International Core Equity N
 
**

 
3,566,634

Vanguard
 
82,425

shares
Vanguard Developed Markets Index Admiral
 
**

 
985,799

Vanguard
 
12,041

shares
Vanguard Emerging Mkts Stock Idx Adm
 
**

 
382,435

BlackRock
 
74,571

shares
Blackrock Health Sciences Opps Inst
 
**

 
4,201,306

T. Rowe Price
 
57,650

shares
T. Rowe Price Science & Tech I
 
**

 
1,808,482

Dimensional Fund Advisors
 
36,585

shares
DFA US Targeted Value I
 
**

 
725,488

T. Rowe Price
 
74,461

shares
T. Rowe Price QM US Small-Cap Gr Eq I
 
**

 
2,323,923

Vanguard
 
54,568

shares
Vanguard Small Cap Index Adm
 
**

 
3,450,305

T. Rowe Price
 
153,757

shares
T. Rowe Price Diversified Mid Cap Growth
 
**

 
4,171,422

Vanguard
 
5,569

shares
Vanguard Mid Cap Index Adm
 
**

 
952,488

Vanguard
 
39,808

shares
Vanguard Selected Value Inv
 
**

 
894,880

Diamond Hill Funds
 
103,627

shares
Diamond Hill Large Cap Y
 
**

 
2,387,567

T. Rowe Price
 
183,723

shares
T. Rowe Price Blue Chip Growth
 
**

 
17,642,939

Vanguard
 
24,760

shares
Vanguard 500 Index Admiral
 
**

 
5,730,511

Metropolitan West Funds
 
361,907

shares
Metropolitan West Total Return Bond Plan
 
**

 
3,539,454

Prudential Investments
 
336,588

shares
Prudential High Yield Z
 
**

 
1,726,696

Franklin Templeton Investments
 
123,595

shares
Templeton Global Bond R6
 
**

 
1,390,441

Vanguard
 
158,593

shares
Vanguard Total Bond Market Index Adm
 
**

 
1,657,293

 
 
 
 
 
 
 
 
99,562,369

 
 
 
 
 
 
 
 
 
 
 
Short-Term Investments:
 
 
 
 
*Great West Trust Company, LLC
 
903,740

shares
Federated Government Obligations Fund
 
**

 
1,557,734

 
 
 
 
 
 
153,901,578

 
 
 
 
 
 
 
 
 
 
 
Insurance Company General Account Funds:
 
 
 
 
*Great West Trust Company, LLC
 
      Select Guarantee Fund
 
**

 
32,389,284

 
 
 
 
 
 
186,290,862

 
 
 
 
 
 
 
 
 
Notes Receivable from Participants:
 
 
 
 
*Participant Loans
 
      Interest rates ranging from 4.25% to 6.25%, maturing through December 2023
 
$

 
2,263,358

 
 
 
 
 
 
$
188,554,220

 
 
 
 
 
 
 
 
 
*Indicates a party-in-interest to the Plan
 
 
 
 
**Cost is omitted when reporting investments that are participant directed
 
 
 
 



15


Index of Exhibits





16


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

Torchmark Corporation
Savings and Investment Plan

By: /s/ Frank M. Svoboda
Frank M. Svoboda, Member
Administrative Committee

By: /s/ Cory W. Newman
Cory W. Newman, Member
Administrative Committee

By: /s/ Thomas P. Kalmbach
Thomas P. Kalmbach, Member
Administrative Committee

By: /s/ David K. Carlson
David K. Carlson, Member
Administrative Committee

By: /s/ Debbie K. Gamble
Debbie K. Gamble, Member
Administrative Committee

By: /s/ J. Matthew Darden
J. Matthew Darden, Member
Administrative Committee

Date: June 27, 2019

    



17

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