PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

This footnote includes all pension plans of the Company whether historical plans or those acquired as part of the purchase of certain assets and liabilities of MGE on September 1, 2013. The net pension and postretirement obligations were remeasured at that time as well as at the fiscal year end.

Pension Plans

The Utility has non-contributory, defined benefit, trusteed forms of pension plans covering the majority of its employees. Plan assets consist primarily of corporate and U.S. government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments and investments in diversified mutual funds.

Pension costs in 2013, 2012, and 2011 amounted to $17.5 million, $20.1 million, and $14.3 million, respectively, including amounts charged to construction.

The net periodic pension costs include the following components:



(Thousands)	2013			2012			2011
Service cost – benefits earned during the period	$	9,209		$	9,203		$	9,553
Interest cost on projected benefit obligation	16,959			19,358			18,819
Expected return on plan assets	(19,358		)	(19,595		)	(18,849		)
Amortization of prior service cost	544			592			642
Amortization of actuarial loss	10,724			9,040			10,228
Loss on lump-sum settlements	26,996			20,051			943
Sub-total	45,074			38,649			21,336
Regulatory adjustment	(27,532		)	(18,579		)	(7,066		)
Net pension cost	$	17,542		$	20,070		$	14,270

Other changes in plan assets and pension benefit obligations recognized in other comprehensive income include the following:



(Thousands)	2013			2012			2011
Current year actuarial loss (gain)	$	17,030		$	32,884		$	(13,485	)
Amortization of actuarial loss	(10,724		)	(29,091		)	(11,171		)
Acceleration of loss recognized due to settlement	(26,996		)	—			—
Amortization of prior service cost	(544		)	(592		)	(642		)
Sub-total	(21,234		)	3,201			(25,298		)
Regulatory adjustment	21,159			(3,510		)	24,533
Total recognized in other comprehensive income	$	(75	)	$	(309	)	$	(765	)

Pursuant to the provisions of the Utility pension plans, pension obligations may be satisfied by lump-sum cash payments. Pursuant to a MoPSC Order, lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs. Lump-sum payments recognized as settlements during fiscal year 2013, 2012, and 2011 were $79.5 million, $60.1 million, and $2.3 million, respectively.

Pursuant to a MoPSC Order, the return on plan assets is based on the market-related value of plan assets implemented prospectively over a four-year period. Gains or losses not yet includible in pension cost are amortized only to the extent that such gain or loss exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. The recovery in rates for Laclede Gas' qualified pension plan is based on an annual allowance of $4.8 million effective August 1, 2007 and $15.5 million effective January 1, 2011. The recovery in rates for MGE's qualified pension plan is based on an annual allowance of $10.0 million effective February 20, 2010. The difference between these amounts and pension expense as calculated pursuant to the above and that otherwise would be included in the Statements of Consolidated Income and Statements of Consolidated Comprehensive Income is deferred as a regulatory asset or regulatory liability.

The following table sets forth the reconciliation of the beginning and ending balances of the pension benefit obligation at September 30:



(Thousands)	2013			2012
Benefit obligation, beginning of year	$	412,171		$	384,163
Service cost	9,209			9,203
Interest cost	16,959			19,358
Actuarial (gain) loss	(23,921		)	52,161
MGE acquisition	151,424			—
Settlement loss	24,999			14,348
Gross benefits paid *	(87,023		)	(67,062		)
Benefit obligation, end of year	$	503,818		$	412,171
Accumulated benefit obligation, end of year	$	444,129		$	353,061


*	Includes $79,484 and $60,085 lump-sum payments recognized as settlements in fiscal years 2013 and 2012, respectively.

The following table sets forth the reconciliation of the beginning and ending balances of the fair value of plan assets at September 30:



(Thousands)	2013			2012
Fair value of plan assets, beginning of year	$	274,130		$	247,959
Actual return on plan assets	3,387			53,220
Employer contributions	27,991			40,013
MGE acquisition	126,958			—
Gross benefits paid *	(87,023		)	(67,062		)
Fair value of plan assets, end of year	$	345,443		$	274,130
Funded status of plans, end of year	$	(158,375	)	$	(138,041	)


*	Includes $79,484 and $60,085 lump-sum payments recognized as settlements in fiscal years 2013 and 2012, respectively.

The following table sets forth the amounts recognized in the Consolidated Balance Sheets at September 30:



(Thousands)	2013			2012
Current liabilities	$	(442	)	$	(468	)
Noncurrent liabilities	(157,933		)	(137,573		)
Total	$	(158,375	)	$	(138,041	)
Pre-tax amounts recognized in accumulated other comprehensive income not yet recognized as components of net periodic pension cost consist of:
Net actuarial loss	$	115,775		$	136,464
Prior service costs	4,467			5,011
Sub-total	120,242			141,475
Adjustments for amounts included in Regulatory Assets	(116,686		)	(137,845		)
Total	$	3,556		$	3,630

At September 30, 2013, the following pre-tax amounts are expected to be amortized from accumulated other comprehensive income into net periodic pension cost during fiscal year 2014:



(Thousands)	2014
Amortization of net actuarial loss	$	7,088
Amortization of prior service cost	497
Sub-total	7,585
Regulatory adjustment	(7,196		)
Total	$	389

The assumptions used to calculate net periodic pension costs are as follows:



	2013	2012	2011
Weighted average discount rate*	3.95%	5.10%	4.75%
Weighted average rate of future compensation increase	3.00%	3.00%	3.00%
Expected long-term rate of return on plan assets	7.75%	7.75%	8.00%


*	Weighted average discount rate assumption for the MGE pension plan is 5.05%.

The weighted average discount rate is based on long-term, high quality bond indices at the measurement date. The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing historical experience and future expectations of the returns. The overall expected rate of return for the portfolio was developed based on the target allocation for each class. The expected return is a long-term assumption that generally does not change annually. However, in 2012 and 2011, the expected return assumption was adjusted to reflect capital market volatility in recent years.

The assumptions used to calculate the benefit obligations are as follows:



	2013	2012
Weighted average discount rate *	4.70%	3.95%
Weighted average rate of future compensation increase	3.00%	3.00%


*	Weighted average discount rate assumption for the MGE pension plan is 5.00%.

Following are the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for plans that have a projected benefit obligation and an accumulated benefit obligation in excess of plan assets:



(Thousands)	2013		2012
Projected benefit obligation	$	503,818	$	412,171
Accumulated benefit obligation	444,129		353,061
Fair value of plan assets	345,443		274,130

Following are the targeted and actual plan assets by category as of September 30 of each year:



	Target		2013 Actual		2012 Actual
Growth Strategy
Equity Markets	42.5	%	45.9	%	37.3	%
Commodities	2.5	%	1.6	%	2.2	%
Real Estate	2.5	%	3.0	%	2.2	%
Inflation-Indexed Securities	2.5	%	1.4	%	2.2	%
Debt Securities	50.0	%	43.3	%	41.1	%
Other*	—	%	4.8	%	15.0	%
Total	100.0	%	100.0	%	100.0	%

* Other investments in 2013 consist of cash equivalents. The relatively large cash position at September 30, 2012 was

due to a transition taking place between investment managers and was invested in debt securities in a matter of days.

The Utility's investment policy is designed to maximize, to the extent possible, the funded status of the plan over time, and minimize volatility of funding and costs. The policy seeks to maximize investment returns consistent with these objectives and he Utility’s tolerance for risk. The duration of plan liabilities and the impact of potential changes in asset values on the funded status are fundamental considerations in the selection of plan assets. Outside investment management specialists are utilized in each asset class. Such specialists are provided with guidelines, where appropriate, designed to ensure that the investment portfolio is managed in accordance with the policy. The policy seeks to avoid significant concentrations of risk by investing in a diversified portfolio of assets. Investments in corporate, U.S. government and agencies, and, to a lesser extent, international debt securities seek to provide duration matching with plan liabilities, and typically have investment grade ratings and reflect allocations across various entities and industries. During 2012, exposures to additional asset types were added to the target portfolio: commodities, real estate and inflation-indexed securities. The investment policy permits the use of derivative instruments, which may be used to achieve the desired market exposure of an index, adjust portfolio duration, or rebalance the total portfolio to the target asset allocation. The Growth Strategy utilizes a combination of derivative instruments and debt securities to achieve diversified exposure to equity and other markets while generating returns from the fixed-income investments and providing further duration matching with the liabilities. The assets acquired with the MGE pension plan include diversified funds that are equity-oriented and larger holdings of cash. These are being evaluated along with the liabilities of the MGE plan. Performance and compliance with the guidelines is regularly monitored. The policy calls for increased allocations to debt securities as the funded status improves.

Following are expected pension benefit payments for the succeeding five fiscal years, and in aggregate for the five years thereafter:



(Millions)	Pensions from Qualified Trust		Pensions from Laclede Gas Funds
2014	$	22.9	$	0.4
2015	25.3		0.5
2016	27.2		0.5
2017	30.8		0.6
2018	34.2		0.6
2019 – 2023	227.2		4.5

The funding policy of the Utility is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Contributions to the pension plans in fiscal year 2014 are anticipated to be $24.0 million into the qualified trusts, and $0.4 million into the non-qualified plans.

Postretirement Benefits

The Utility provides certain life insurance benefits at retirement. Medical insurance is available after early retirement until age 65. The transition obligation not yet includible in postretirement benefit cost is being amortized over 20 years. Postretirement benefit costs in 2013, 2012, and 2011 amounted to $9.5 million, $9.5 million, and $9.1 million, respectively, including amounts charged to construction.

Net periodic postretirement benefit costs consisted of the following components:



(Thousands)	2013			2012			2011
Service cost – benefits earned during the period	$	10,162		$	8,060		$	7,676
Interest cost on accumulated postretirement benefit obligation	5,234			5,521			4,843
Expected return on plan assets	(4,447		)	(3,965		)	(3,646		)
Amortization of transition obligation	93			136			136
Amortization of prior service credit	3			(2,072		)	(2,328		)
Amortization of actuarial loss	5,300			4,261			4,443
Sub-total	16,345			11,941			11,124
Regulatory adjustment	(6,821		)	(2,417		)	(2,071		)
Net postretirement benefit cost	$	9,524		$	9,524		$	9,053

Other changes in plan assets and postretirement benefit obligations recognized in other comprehensive income include the following:



(Thousands)	2013			2012			2011
Current year actuarial loss	$	16,300		$	10,138		$	1,696
Amortization of actuarial loss	(5,300		)	(4,261		)	(4,443		)
Amortization of prior service credit	(3		)	2,072			2,328
Amortization of transition obligation	(93		)	(136		)	(136		)
Sub-total	10,904			7,813			(555		)
Regulatory adjustment	(10,904		)	(7,813		)	555
Total recognized in other comprehensive income	$	—		$	—		$	—

Pursuant to a MoPSC Order, the return on plan assets is based on the market-related value of plan assets implemented prospectively over a four-year period. Gains and losses not yet includible in postretirement benefit cost are amortized only to the extent that such gain or loss exceeds 10% of the greater of the accumulated postretirement benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. The recovery in rates for Laclede Gas' postretirement benefit plans is based on an annual allowance of $7.6 million effective August 1, 2007 and $9.5 million effective January 1, 2011. The difference between these amounts and postretirement benefit cost based on the above and that otherwise would be included in the Statements of Consolidated Income and Statements of Consolidated Comprehensive Income is deferred as a regulatory asset or regulatory liability.

The following table sets forth the reconciliation of the beginning and ending balances of the postretirement benefit obligation at September 30:



(Thousands)	2013			2012
Benefit obligation, beginning of year	$	127,217		$	103,991
Service cost	10,162			8,060
Interest cost	5,234			5,521
Actuarial loss (gain)	17,514			15,895
MGE acquisition	28,444			—
Gross benefits paid	(8,449		)	(6,250		)
Benefit obligation, end of year	$	180,122		$	127,217

The following table sets forth the reconciliation of the beginning and ending balances of the fair value of plan assets at September 30:



(Thousands)	2013			2012
Fair value of plan assets at beginning of year	$	67,442		$	51,744
Actual return on plan assets	5,660			9,722
Employer contributions	16,596			12,226
MGE acquisition	30,396			—
Gross benefits paid	(8,449		)	(6,250		)
Fair value of plan assets, end of year	$	111,645		$	67,442
Funded status of plans, end of year	$	(68,477	)	$	(59,775	)

The following table sets forth the amounts recognized in the Consolidated Balance Sheets at September 30:



(Thousands)	2013			2012
Noncurrent assets	$	2,543		$	—
Current liabilities	(300		)	(790		)
Noncurrent liabilities	(70,720		)	(58,985		)
Total	$	(68,477	)	$	(59,775	)
Pre-tax amounts recognized in accumulated other comprehensive income not yet recognized as components of net periodic postretirement benefit cost consist of:
Net actuarial loss	$	63,573		$	52,573
Prior service credit	(27		)	(24		)
Transition obligation	—			93
Sub-total	63,546			52,642
Adjustments for amounts included in Regulatory Assets	(63,546		)	(52,642		)
Total	$	—		$	—

At September 30, 2013, the following pre-tax amounts are expected to be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost during fiscal year 2014:



(Thousands)
Amortization of net actuarial loss	$	6,021
Amortization of prior service cost	(4		)
Sub-total	6,017
Regulatory adjustment	(6,017		)
Total	$	—

The assumptions used to calculate net periodic postretirement benefit costs are as follows:



	2013		2012		2011
Weighted average discount rate *	3.80	%	5.05	%	4.70	%
Weighted average rate of future compensation increase	3.00	%	3.00	%	3.00	%
Expected long-term rate of return on plan assets **	7.75	%	7.75	%	8.00	%


*	Weighted average discount rate assumption for the MGE postretirement plan is 5.05%.

** Expected long-term rate of return on plan assets assumption for the MGE postretirement plan is 5.75%.

The assumptions used to calculate the accumulated postretirement benefit obligations are as follows:



	2013	2012
Weighted average discount rate *	4.60%	3.80%
Weighted average rate of future compensation increase	3.00%	3.00%


*	Weighted average discount rate assumption for the MGE postretirement plan is 4.95%.

The assumed medical cost trend rates at September 30 are as follows:



	2013	2012
Medical cost trend assumed for next year	7.50%	7.00%
Rate to which the medical cost trend rate is assumed to decline (the ultimate medical cost trend rate)	5.00%	5.00%
Year the rate reaches the ultimate trend	2020	2017

The following table presents the effect of an assumed 1% change in the assumed medical cost trend rate:



(Thousands)	1% Increase		1% Decrease
Effect on net periodic postretirement benefit cost	$	1,520	$	(1,390	)
Effect on accumulated postretirement benefit obligation	7,060		(6,580		)

Following are the targeted and actual plan assets by category as of September 30 of each year:



	Target		2013 Actual		2012 Actual
Equity Securities	60.0	%	59.0	%	59.0	%
Debt Securities	40.0	%	39.0	%	39.0	%
Other	—	%	2.0	%	2.0	%
Total	100.0	%	100.0	%	100.0	%

Missouri state law provides for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utility established Voluntary Employees’ Beneficiary Association and Rabbi trusts as its external funding mechanisms. The Utility’s investment policy seeks to maximize investment returns consistent with the Utility's tolerance for risk. Outside investment management specialists are utilized in each asset class. Such specialists are provided with guidelines, where appropriate, designed to ensure that the investment portfolio is managed in accordance with policy. Performance and compliance with the guidelines is regularly monitored. The Utility's current investment policy targets an asset allocation of 60% to equity securities and 40% to debt securities, excluding cash held in short-term debt securities for the purpose of making benefit payments. The Utility currently invests in a mutual fund which is rebalanced on an ongoing basis to the target allocation. The mutual fund is diversified across U.S. stock and bond markets.

Following are expected postretirement benefit payments for the succeeding five fiscal years, and in aggregate for the five years thereafter:



(Millions)	Benefits Paid from Qualified Trust		Benefits Paid from Laclede Gas Funds
2014	$	9.5	$	0.3
2015	9.9		0.3
2016	10.7		0.3
2017	11.7		0.4
2018	12.8		0.4
2019 – 2023	84.1		2.2

The Utility's funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. Contributions to the postretirement plans in fiscal year 2014 are anticipated to be $19.2 million to the qualified trusts, and $0.3 million paid directly to participants from Laclede Gas funds.

Other Plans

The Utility sponsors 401(k) plans that cover substantially all employees. The plans allow employees to contribute a portion of their base pay in accordance with specific guidelines. The Utility provides a match of such contributions within specific limits. The cost of the defined contribution plans of the Utility amounted to $5.0 million, $3.8 million, and $3.6 million for fiscal years 2013, 2012, and 2011, respectively.

Fair Value Measurements of Pension and Other Postretirement Plan Assets

The table below categorizes the fair value measurements of the Utility's’ pension plan assets:



(Thousands)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2013
Cash and cash equivalents	$	18,177	$	—		$	—	$	18,177
Stock/Bond mutual fund	—		115,817			—		115,817
Debt Securities
U.S. bond mutual funds	17,682		—			—		17,682
U.S. government	—		55,743			—		55,743
U.S. corporate	—		110,925			—		110,925
U.S. municipal	—		6,799			—		6,799
International	—		21,594			—		21,594
Derivative instruments (a)	—		(1,294		)	—		(1,294		)
Total	$	35,859	$	309,584		$	—	$	345,443

As of September 30, 2012
Cash and cash equivalents	$	57,614	$	—		$	—	$	57,614
Debt Securities
U.S. bond mutual funds	36,767		—			—		36,767
U.S. government	—		57,925			—		57,925
U.S. corporate	—		93,169			—		93,169
U.S. municipal	—		9,493			—		9,493
International	—		18,885			—		18,885
Derivative instruments (b)	—		277			—		277
Total	$	94,381	$	179,749		$	—	$	274,130


(a)	Derivative assets of $4,186 net of cash margin payable of $5,480.


(b)	Derivative assets of $3,027 net of cash margin payable of $2,750.

The table below categorizes the fair value measurements of The Utility's postretirement plan assets:



(Thousands)	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
As of September 30, 2013
Cash and cash equivalents	$	1,411	$	—	$	—	$	1,411
U.S. stock/bond mutual fund	110,234		—		—		110,234
Total	$	111,645	$	—	$	—	$	111,645

As of September 30, 2012
Cash and cash equivalents	$	1,106	$	—	$	—	$	1,106
U.S. stock/bond mutual fund	66,336		—		—		66,336
Total	$	67,442	$	—	$	—	$	67,442

Cash and cash equivalents include money market mutual funds valued based on quoted market prices. Fair values of derivative instruments are calculated by investment managers who use valuation models that incorporate observable market inputs. Debt securities are valued based on broker/dealer quotations or by using observable market inputs. The stock and bond mutual funds are valued at the quoted market price of the identical securities.