Employee Benefits

The Company has a defined contribution savings plan covering all regular full-time and part-time employees whereby eligible employees may elect to contribute up to 100% of their annual compensation, subject to an annual plan limit in line with the annual elective contribution limit as determined by the Internal Revenue Service. The Company matches 100% of an employee's contribution up to the first 4% of such employee's compensation. The Company may, at its discretion, make an additional non-matching contribution in an amount as the board of directors may determine. For the years ended December 31, 2013, 2012 and 2011, the Company charged approximately $6,022, $5,180 and $4,801, respectively, to expense for these contributions.

Further, within the defined contribution savings plan, the Company also makes an annual retirement contribution to substantially all employees of one subsidiary and certain employees of another subsidiary who have completed one year of service. The Company's contributions to the plan are determined as a percentage of employees' base and overtime pay. For the years ended December 31, 2013, 2012 and 2011, the Company charged approximately $6,227, $6,310 and $5,234, respectively, to expense for these contributions.

The Company has noncontributory defined benefit pension plans that cover certain eligible salaried and wage employees of one subsidiary. However, eligibility for both plans has been frozen. Benefits for salaried employees under these plans are based primarily on years of service and employees' pay near retirement. Benefits for wage employees are based upon years of service and a fixed amount as periodically adjusted. The Company recognizes the years of service prior to the Company's acquisition of the subsidiary's facilities for purposes of determining vesting, eligibility and benefit levels for certain employees of the subsidiary and for determining vesting and eligibility for certain other employees of the subsidiary. The measurement date for these plans is December 31.

In 2012, the Company announced a plan amendment to one of the Company's defined benefit pension plans. Under the plan amendment, no additional benefits may be earned by participants after December 31, 2013 and participants' accrued benefit will freeze at the level earned as of December 31, 2013. In addition, the amendment added a lump sum payment option effective January 1, 2014. In conjunction with the defined benefit pension plan amendment, the Company amended its defined contribution savings plan to allow participants impacted by the plan amendment to participate in the Company's annual retirement contribution.

The Company also provides post-retirement healthcare benefits to the employees of two subsidiaries who meet certain minimum age and service requirements. The Company has the right to modify or terminate some of these benefits.

Details of the changes in benefit obligations, plan assets and funded status of the Company's pension and post-retirement healthcare plans are as follows:



	Pension Benefits						Post-retirement Healthcare
	2013			2012			2013			2012
Change in benefit obligation
Benefit obligation, beginning of year	$	65,313		$	59,876		$	21,383		$	20,212
Service cost	1,091			1,005			30			9
Interest cost	2,047			2,580			623			745
Actuarial (gain) loss	(8,163		)	9,481			(501		)	2,021
Benefits paid	(2,342		)	(2,145		)	(1,577		)	(1,604		)
Curtailment	—			(5,484		)	—			—
Benefit obligation, end of year	$	57,946		$	65,313		$	19,958		$	21,383

Change in plan assets
Fair value of plan assets, beginning of year	$	42,325		$	35,478		$	—		$	—
Actual return	7,159			4,207			—			—
Employer contribution	2,094			4,785			1,577			1,604
Benefits paid	(2,342		)	(2,145		)	(1,577		)	(1,604		)
Fair value of plan assets, end of year	$	49,236		$	42,325		$	—		$	—
Funded status, end of year	$	(8,710	)	$	(22,988	)	$	(19,958	)	$	(21,383	)



	Pension Benefits						Post-retirement Healthcare
	2013			2012			2013			2012
Amounts recognized in the consolidated balance sheet at December 31
Current liabilities	$	—		$	—		$	(1,835	)	$	(1,753	)
Noncurrent liabilities	(8,710		)	(22,988		)	(18,123		)	(19,630		)
Net amount recognized	$	(8,710	)	$	(22,988	)	$	(19,958	)	$	(21,383	)



	Pension Benefits				Post-retirement Healthcare
	2013		2012		2013		2012
Amounts recognized in accumulated other comprehensive income
Net loss	$	6,404	$	20,831	$	4,484	$	5,358
Prior service cost	297		594		50		134
Total before tax ⁽¹⁾	$	6,701	$	21,425	$	4,534	$	5,492

______________________________

(1)

For 2013, after-tax totals for pension benefits and post-retirement healthcare benefits were $3,994 and $2,702, respectively. The sum of these amounts ($6,696) is reflected in stockholders' equity as accumulated other comprehensive loss. For 2012, after-tax totals for pension benefits and post-retirement healthcare benefits were $13,015 and $3,336, respectively. The sum of these amounts ($16,351) is reflected in stockholders' equity as accumulated other comprehensive loss.

The Pension Protection Act of 2006 (the "Pension Protection Act") established a relationship between a qualified pension plan's funded status and the actual benefits that can be provided. Restrictions on plan benefits and additional funding and notice requirements are imposed when a plan's funded status is less than certain threshold levels. For the 2013 plan year, the funded status for the Company's pension plans are in the 80% to 100% range. Accordingly, the Company's pension plans are exempt from the Pension Protection Act's benefit restrictions.

Pension plans with an accumulated benefit obligation in excess of plan assets at December 31 are as follows:



	Pension Benefits
	2013			2012
Information for pension plans with an accumulated benefit obligation in excess of plan assets
Projected benefit obligation	$	(57,946	)	$	(65,313	)
Accumulated benefit obligation	(57,946		)	(65,074		)
Fair value of plan assets	49,236			42,325



	Pension Benefits									Post-retirement Healthcare
	Year Ended December 31,									Year Ended December 31,
	2013			2012			2011			2013			2012			2011
Components of net periodic benefit cost
Service cost	$	1,091		$	1,005		$	930		$	30		$	9		$	16
Interest cost	2,047			2,580			2,723			623			745			840
Expected return on plan assets	(2,854		)	(2,490		)	(2,279		)	—			—			—
Net amortization	2,255			2,071			1,567			457			269			418
Net periodic benefit cost	$	2,539		$	3,166		$	2,941		$	1,110		$	1,023		$	1,274

Other changes in plan assets and benefit obligation recognized in other comprehensive income (OCI)
Net (gain) loss emerging	$	(12,468	)	$	7,765		$	5,804		$	(501	)	$	2,021		$	816
Curtailment	—			(5,484		)	—			—			—			—
Amortization of net loss	(1,958		)	(1,774		)	(1,271		)	(373		)	(185		)	(118		)
Amortization of transition obligation	—			—			—			—			—			(114		)
Amortization of prior service cost	(297		)	(297		)	(296		)	(84		)	(84		)	(186		)
Total recognized in OCI	$	(14,723	)	$	210		$	4,237		$	(958	)	$	1,752		$	398
Total net periodic benefit cost and OCI	$	(12,184	)	$	3,376		$	7,178		$	152		$	2,775		$	1,672

The estimated prior service cost and net loss for the defined benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 are expected to be $297 and $253, respectively. The estimated prior service cost and net loss for the post-retirement healthcare benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 are expected to be $50 and $276, respectively.

The weighted-average assumptions used to determine pension and post-retirement healthcare plan obligations and net periodic benefit costs for the plans are as follows:



	Pension Benefits						Post-retirement Healthcare
	2013		2012		2011		2013		2012		2011
Weighted average assumptions used to determine benefit obligations at December 31
Discount rate	4.5	%	3.3	%	4.5	%	4.0	%	3.0	%	4.0	%
Expected return on plan assets	7.0	%	7.0	%	7.0	%	—		—		—
Rate of compensation increase	4.0	%	4.0	%	4.0	%	—		—		—
Weighted average assumptions used to determine net periodic benefit costs for years ended December 31
Discount rate	3.3	%	4.5	%	5.3	%	3.0	%	4.0	%	4.5	%
Expected return on plan assets	7.0	%	7.0	%	7.0	%	—		—		—
Rate of compensation increase	4.0	%	4.0	%	4.0	%	—		—		—

The Company's return on asset assumption of 7% is based on historical asset returns, anticipated future performance of the investments and financial markets and input from the Company's third-party independent actuary and the pension fund trustee. The discount rate is determined using a benchmark pension discount curve and applying spot rates from the curve to each year of expected benefit payments to determine the appropriate discount rate for the Company.

Assumed healthcare trend rates do not have a significant effect on the amounts reported for the healthcare plans because benefits for participants are capped at a fixed amount.

The Company's overall investment strategy is to achieve a balance between moderate income generation and capital appreciation. The investment strategy includes a mix of approximately 55% of investments for long-term growth and 45% for near-term benefit payments with a diversification of asset types. The Company does not believe that there are significant concentrations of risk in the pension plan assets due to its strategy of asset diversification. The pension fund investment policy allows the pension fund trustee a 10% discretionary range in the asset allocation model, with a target of approximately 55% equity securities and 45% fixed income. The Company expects to maintain the 55/45 investment policy for the near future. Equity securities primarily include investments in large-cap and small-cap companies located in the United States and international developed market stocks. Fixed income securities are comprised of investment grade bonds, including U.S. Treasuries and corporate bonds of companies from diversified industries.

Under the accounting guidance for fair value measurements, inputs used to measure fair value are classified in one of three levels:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The investments in the bank collective trust funds are valued using a market approach based on the net asset value of units held. The fair values of the Company's pension plans assets at December 31, by asset category, are as follows:



	2013				2012
	Level 2		Total		Level 2		Level 3		Total
Bank collective trust funds—Equity securities:
Large-cap index funds ⁽¹⁾	$	17,079	$	17,079	$	20,822	$	—	$	20,822
Small-cap index funds ⁽²⁾	3,091		3,091		2,817		—		2,817
International index funds ⁽³⁾	7,482		7,482		4,077		—		4,077
Bank collective trust funds—Fixed income:
Bond index funds ⁽⁴⁾	21,333		21,333		14,106		—		14,106
Short term investment funds	251		251		—		503		503
	$	49,236	$	49,236	$	41,822	$	503	$	42,325

______________________________


(1)	Substantially all of the assets of these funds are invested in large-cap U.S. companies. The remainder of the assets of these funds is invested in cash reserves.


(2)	Substantially all of the assets of these funds are invested in small-cap U.S. companies. The remainder of the assets of these funds is invested in cash reserves.


(3)	Substantially all of the assets of these funds are invested in international companies in developed markets (excluding the U.S. and Canada). The remainder of the assets of these funds is invested in cash reserves.


(4)	This category represents investment grade bonds of U.S. issuers, including U.S. Treasury notes.

Because of the immaterial amount of the Company's Level 3 pension plans assets in 2012, no summary of changes in the fair value of Level 3 pension plans assets is presented.

The Company's funding policy is consistent with the minimum funding requirements of federal law and regulations, and based on preliminary estimates, the Company expects to make contributions of approximately $2,777 for the salaried pension plan and approximately $1,206 for the wage pension plan in 2014.

The following benefit payments are expected to be paid:



	Pension Benefits		Post- retirement Healthcare
Estimated future benefit payments:
Year 1	$	2,851	$	1,835
Year 2	3,127		2,018
Year 3	3,298		2,180
Year 4	3,424		2,146
Year 5	3,560		1,888
Years 6 to 10	19,157		6,050