EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2019

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

16.          EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

Rollins, Inc. Retirement Income Plan

The Company maintained several noncontributory tax-qualified defined benefit pension plans (the “Plans”) covering employees meeting certain age and service requirements. The Plans provide benefits based on the average compensation for the highest five years during the last ten years of credited service (as defined) in which compensation was received, and the average anticipated Social Security covered earnings. The Company funds the Plans with at least the minimum amount required by ERISA. The Company made a contribution of $0.1 million to the Plans for the year ended December 31, 2019 and no contribution for the years ended December 31, 2018 and 2017.

In 2005, the Company ceased all future benefit accruals under the Rollins, Inc. Retirement Income Plan, although the Company remains obligated to provide employees benefits earned through June 2005.  In September 2019, the Company settled its fully-funded pension plan through a combination of lump sum payments to participants, payments to the Pension Benefit Guaranty Corporation, and the purchase of a group annuity contract. With the completed funding of the plan payout settlements, the Company had approximately $31.8 million of pension assets remaining. The remaining assets were the result of the funded status of the plan, higher take rate of lump sum payment election by participants and optimal pricing of the group annuity contract. The Company has evaluated the ERISA allowable opportunities for utilization of the excess pension assets including funding other employee benefits. The Company used $11.0 million of the $31.8 million to fund its 401(k) match obligation during the year ended December 31, 2019, and plans to continue funding future benefit plan obligations with a possible reversion of any remaining pension assets to the Company per ERISA regulations. The Company recognized a $49.9 million non-cash pension settlement expense from this transition, which is the accounting treatment of the accumulated sum of unrealized losses due to change in actuarial assumptions over the life of the plan. Net of tax, the expense was $26.6 million. As of December 31, 2019, the Company had approximately $21.6 million remaining of benefit plan assets.

The Company includes the Waltham Services, LLC Hourly Employee Pension Plan in the Company’s financial statements. The Waltham Services, LLC Hourly Employee Pension Plan was amended, effective September 1, 2018, to freeze future benefit accruals for all participants. The Company accounts for these defined benefit plans in accordance with the FASB ASC Topic 715 “Compensation- Retirement Benefits,” and engages an outside actuary to calculate its obligations and costs. With the assistance of the actuary, the Company evaluates the significant assumptions used on a periodic basis including the estimated future return on plan assets, the discount rate, and other factors, and makes adjustments to these liabilities as necessary.

The Company currently uses December 31 as the measurement date for its defined benefit post-retirement plans. The funded status of the Plans and the net amount recognized in the statement of financial position are summarized as follows as of:

December 31,	2019			2018
(in thousands)
CHANGE IN ACCUMULATED BENEFIT OBLIGATION
Accumulated benefit obligation at beginning of year	$	208,425		$	202,310
Service cost		—			37
Interest cost		4,804			7,926
Actuarial (gain)/loss		(4,156	)		11,175
Benefits paid		(8,000	)		(13,023	)
Settlement		(198,255	)		—
Accumulated Benefit obligation at end of year		2,818			208,425
CHANGE IN PLAN ASSETS
Fair value of assets at beginning of year		213,699			219,905
Settlement		(198,255	)		—
Actual return on assets		27,064			6,817
Employer contributions		144			—
Rollins 401(k) funding		(11,049	)		—
Benefits paid		(8,000	)		(13,023	)
Fair value of plan assets at end of year		23,603			213,699
Funded status	$	20,785		$	5,274

Amounts Recognized in the Statement of Financial Position consist of:
December 31,	2019		2018
(in thousands)
Assets:
Benefit plan assets	$	21,565	$	—
Prepaid pension		—		5,274
Liabilities:
Long-term accrued liabilities	$	780	$	—

Amounts Recognized in the Accumulated Other Comprehensive Income consist of:
December 31,	2019		2018
(in thousands)
Net Actuarial Loss	$	912	$	76,362

The accumulated benefit obligation for the defined benefit pension plans were $2.8 million and $208.4 million at December 31, 2019 and 2018, respectively. Accumulated benefit obligation and projected benefit obligation are materially the same for the Plans. In 2019 and 2017, pension liability pre-tax decreases of $75.4 million and $19.0 million, respectively, were credited, net of tax, to other comprehensive income. In 2018, the pre-tax increase of $14.8 million in the pension liability was charged, net of tax against other comprehensive income.

The following weighted-average assumptions were used to determine the accumulated benefit obligation and net benefit cost:

December 31,	2019			2018			2017
ACCUMULATED BENEFIT OBLIGATION
Discount rate		3.65	%		4.00	%*		4.00	%
Rate of compensation increase		N/A			N/A			N/A
NET BENEFIT COST
Discount rate		4.70	%		4.05	%		4.45	%
Expected return on plan assets		7.00	%		7.00	%		7.00	%
Rate of compensation increase		N/A			N/A			N/A

* In 2018, the Company used a termination liability approach in calculating the 2018 discount rate for the Rollins, Inc. Pension plan. The following assumptions were used 1) 3.90%, based on current market conditions, for participants in pay status expected to elect a plan termination annuity; 2) 4.11%, based on current market conditions, for active and terminated participants with deferred benefits expected to elect a plan termination annuity; 3) The IRC 417(e) interest rates for the month of November 2018 (3.43%, 4.46%, and 4.88%), based on plan provisions, for all lump sum eligible expected to elect a plan termination lump sum. The Waltham Services, LLC Hourly Employee Pension Plan applied 4.05% discount rate based on yield curve analysis.

The return on plan assets reflects the weighted-average of the expected long-term rates of return for the broad categories of investments held in the plan. The expected long-term rate of return is adjusted when there are fundamental changes in the expected returns on the plan investments.

The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year.  In estimating this rate, the Company utilized a yield curve analysis for the Waltham Services, LLC Hourly Employee Pension Plan for fiscal year’s 2019, 2018 and 2017. For the Rollins, Inc. Defined Benefit Plan, the Company utilized a termination liability approach for fiscal year 2018 and settled the plan in 2019.

The components of net periodic benefit cost are summarized as follows:

Years ended December 31,	2019			2018			2017
(in thousands)
Service cost	$	—		$	37		$	58
Interest cost		4,805			7,926			8,493
Expected return on plan assets		(6,149	)		(13,775	)		(13,368	)
Amortization of net loss		2,396			3,292			3,322
Preliminary net periodic benefit cost/(income)		1,052			(2,520	)		(1,495	)
Settlement expense		46,419			—			53
Net periodic benefit cost/(income)		47,471			(2,520	)		(1,442	)

The benefit obligations recognized in other comprehensive income for the years ended December 31, 2019, 2018, and 2017 are summarized as follows :

Years ended December 31,	2019			2018			2017
(in thousands)
Pretax (income)/loss	$	(26,634	)	$	18,056		$	(15,597	)
Amortization of net loss		(2,396	)		(3,292	)		(3,322	)
Settlement expense		(46,419	)		—			(53	)
Total recognized in other comprehensive income	$	(75,449	)	$	14,764		$	(18,972	)

At December 31, 2019 and 2018, the Plan’s assets were comprised of listed common stocks and U.S. government and corporate securities, real estate and other. Included in the assets of the Plan were shares of Rollins, Inc. Common Stock with a market value $1.6 million at December 31, 2018. No shares of Rollins, Inc. Common Stock were held by the Plan at December 31, 2019.

The Plans' weighted average asset allocation at December 31, 2019 and 2018 by asset category, along with the target allocation for 2018, are as follows:

	Target Allocations for				Percentage of plan assets as of December 31,
Asset category	2020				2019		2018
Cash and cash equivalents	0.0%	-	100.0	%	72.3	%	3.5	%
Equity securities - Rollins stock	0.0%	-	40.0	%	0.0	%	0.4	%
Domestic equity - all other	0.0%	-	40.0	%	3.8	%	0.7	%
International equity	0.0%	-	30.0	%	1.9	%	0.2	%
Debt securities - core fixed income	0.0%	-	100.0	%	2.1	%	91.1	%
Real estate	0.0%	-	20.0	%	9.5	%	2.0	%
Alternative/Opportunistic/Special	0.0%	-	20.0	%	10.4	%	2.1	%
Total	0.0%	-	100.0	%	100.0	%	100.0	%

For each of the asset categories in the pension plan, the investment strategy is identical – maximize the long-term rate of return on plan assets with an acceptable level of risk in order to minimize the cost of providing pension benefits.  The investment policy establishes a target allocation for each asset class which is rebalanced as required. The plans utilize a number of investment approaches, including individual market securities, equity and fixed income funds in which the underlying securities are marketable, and debt funds to achieve this target allocation. The Company and management are not considering making contributions to the remaining pension plan during fiscal 2020.

Some of our assets, primarily our private equity, real estate, and hedge funds, do not have readily determinable market values given the specific investment structures involved and the nature of the underlying investments.  For the December 31, 2018 plan asset reporting, publicly traded asset pricing was used where possible.  For assets without readily determinable values, estimates were derived from investment manager statements combined with discussions focusing on underlying fundamentals and significant events.   Additionally, these investments are categorized as NAV investments and are valued using significant non-observable inputs which do not have a readily determinable fair value.  In accordance with ASU No. 2011-12 “Investments In Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent),” these investments are valued based on the net asset value per share calculated by the funds in which the plan has invested. These valuations are subject to judgments and assumptions of the funds which may prove to be incorrect, resulting in risks of incorrect valuation of these investments. The Company seeks to mitigate against these risks by evaluating the appropriateness of the funds’ judgments and assumptions by reviewing the financial data included in the funds’ financial statements for reasonableness.

Fair Value Measurements

Given the funded status of the Rollins, Inc. Plan, the Company has modified the overall investment strategy to mitigate risk related to volatility with asset types by transitioning to a higher percentage of fixed income securities. As such, the Company’s overall investment strategy is to achieve a mix of approximately 50 percent of investments to match long-term pension obligations and 50 percent for near term benefits payments, with a diversification of assets types, fund strategies and fund managers. With the modification of investment strategy, the Company has transitioned the majority of its assets to Fixed-income securities. Fixed-income securities include corporate bonds, mortgage-backed securities, sovereign bonds, and U.S. Treasuries. Equity securities primarily include investments in large-cap and small-cap companies domiciled domestically and internationally. Other types of investments include real estate funds and private equity funds that follow several different investment strategies. For each of the asset categories in the pension plan, the investment strategy is identical – maximize the long-term rate of return on plan assets with an acceptable level of risk in order to minimize the cost of providing pension benefits.  The investment policy establishes a target allocation for each asset class which is rebalanced as required.  The plans utilize a number of investment approaches, including but not limited to individual market securities, equity and fixed income funds in which the underlying securities are marketable, and debt funds to achieve this target allocation.

The following table presents our plan assets using the fair value hierarchy as of December 31, 2019. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. See Note 8 for a brief description of the three levels under the fair value hierarchy.

(in thousands)	Level 1		Level 2		NAV		Total
(1) Cash and cash equivalents	$	17,071	$	—	$	—	$	17,071
(2) Fixed income securities		—		499		—		499
Domestic equity securities		—		899		—		899
(3) International equity securities		—		437		—		437
(4) Real estate		—		—		2,235		2,235
(5) Alternative/opportunistic/special		—		—		2,462		2,462
Total	$	17,071	$	1,835	$	4,697	$	23,603

The following table presents our plan assets using the fair value hierarchy as of December 31, 2018. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.

	Combined Rollins and Waltham Defined Benefit Plans
(in thousands)	Level 1		Level 2		NAV		Total
(1) Cash and cash equivalents	$	7,438	$	—	$	—	$	7,438
(2) Fixed income securities		170,249		474		24,026		194,749
Domestic equity securities
Rollins, Inc. stock		1,582		—		—		1,582
Other securities		—		789		—		789
(3) International equity securities		—		363		—		363
(4) Real estate		—		—		4,204		4,204
(5) Alternative/opportunistic/special		—		—		4,574		4,574
Total	$	179,269	$	1,626	$	32,804	$	213,699

(1) Cash and cash equivalents, which are used to pay benefits and plan administrative expenses, are held in Rule 2a-7 money market funds.

(2) Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.

(3) International equity securities are valued using a market approach based on the quoted market prices of identical instruments in their respective markets.

(4) Real estate fund values are primarily reported by the fund manager and are based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data.

(5) Alternative/Opportunistic/Special funds can invest across the capital structure in both liquid and illiquid securities that are valued using a market approach based on the quoted market prices of identical instruments, or if no market price is available, instruments will be held at their fair market value (which may be cost) as reasonably determined by the investment manager, independent dealers, or pricing services.

There were no purchases, sales or transfers of assets classified as Level 3 in 2019 or 2018.

The estimated future benefit payments over the next five years are as follows:

(in thousands)
2020	$	69
2021		76
2022		84
2023		90
2024		110
Thereafter		694
Total	$	1,123

Defined Contribution 401(k) Savings Plan

The Company sponsors a defined contribution 401(k) Savings Plan that is available to a majority of the Company’s full-time employees the first day of the calendar quarter following completion of three months of service. The Plan is available to non-full-time employees the first day of the calendar quarter following one year of service upon completion of 1,000 hours in that year.  The Plan changed for 2018 and beyond to provide for a matching contribution of one dollar ($1.00) for each one dollar ($1.00) of a participant’s contributions to the Plan that do not exceed 3 percent of his or her eligible compensation (which include commissions, overtime, and bonuses) and fifty cents ($0.50) for each one dollar ($1.00) of a participant’s contributions to the Plan over the initial 3 percent that do not exceed 6 percent of his or her eligible compensation (which includes commissions, overtime and bonuses), up from a matching contribution of fifty cents ($0.50) for each one dollar ($1.00) of a participant’s contributions to the Plan that do not exceed 6 percent of his or her eligible compensation (which include commissions, overtime and bonuses) in 2017. The charge to expense for the Company match was approximately $25.5 million and $21.1 million for the years ended December 31, 2019 and 2018, respectively and $11.0 million for the year ended December 31, 2017. At December 31, 2019, 2018, and 2017 approximately, 30.8%, 41.7%, and 38.8%, respectively of the plan assets consisted of Rollins, Inc. Common Stock. Total administrative fees paid by the Company for the Plan were less than $0.1 million for each of the years ended December 31, 2019, 2018 and 2017.

Nonqualified Deferred Compensation Plan

The Deferred Compensation Plan provides that participants may defer up to 50% of their base salary and up to 85% of their annual bonus with respect to any given plan year, subject to a $2 thousand per plan year minimum. The Company may make discretionary contributions to participant accounts but has not done so since 2011.

Accounts will be credited with hypothetical earnings, and/or debited with hypothetical losses, based on the performance of certain “Measurement Funds.” Account values are calculated as if the funds from deferrals and Company credits had been converted into shares or other ownership units of selected Measurement Funds by purchasing (or selling, where relevant) such shares or units at the current purchase price of the relevant Measurement Fund at the time of the participant’s selection. Deferred Compensation Plan benefits are unsecured general obligations of the Company to the participants, and these obligations rank in parity with the Company’s other unsecured and unsubordinated indebtedness. The Company has established a “rabbi trust,” which it uses to voluntarily set aside amounts to indirectly fund any obligations under the Deferred Compensation Plan. To the extent that the Company’s obligations under the Deferred Compensation Plan exceed assets available under the trust, the Company would be required to seek additional funding sources to fund its liability under the Deferred Compensation Plan.

Generally, the Deferred Compensation Plan provides for distributions of any deferred amounts upon the earliest to occur of a participant’s death, disability, retirement or other termination of employment (a “Termination Event”). However, for any deferrals of salary and bonus (but not Company contributions), participants would be entitled to designate a distribution date which is prior to a Termination Event. Generally, the Deferred Compensation Plan allows a participant to elect to receive distributions under the Deferred Compensation Plan in installments or lump-sum payments.

At December 31, 2019, the Deferred Compensation Plan had 71 life insurance policies with a net face value of $47.4 million. The cash surrender value of these life insurance policies was worth $22.0 million and $18.3 million at December 31, 2019 and 2018, respectively.

The estimated life insurance premium payments over the next five years are as follows:

(in thousands)
2020	$	108
2021		1,550
2022		1,665
2023		1,906
2024		2,417
Total	$	7,646

The following table presents our non-qualified deferred compensation plan assets using the fair value hierarchy as of December 31, 2019 and 2018.

(in thousands)	Level 1		Level 2		Level 3		Total
December 31, 2019	$	71	$	—	$	22,158	$	22,229
December 31, 2018	$	148	$	—	$	18,267	$	18,415

Cash and cash equivalents, which are used to pay benefits and deferred compensation plan administrative expenses, are held in Money Market Funds.

Total expense related to deferred compensation was $250 thousand, $180 thousand, and $230 thousand in 2019, 2018, and 2017, respectively. The Company had $22.2 million and $18.4 million in deferred compensation assets as of December 31, 2019 and 2018, respectively, included within other assets on the Company’s consolidated statements of financial position and $21.2 million and $17.5 million in deferred compensation liability as of December 31, 2019 and 2018, respectively, located within other current liabilities and  long-term accrued liabilities on the Company’s consolidated statements of financial position. The amounts of assets were marked to fair value.