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Benefit Plans
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Benefit Plans Benefit Plans
Executive Benefit Plans

In addition to the Company’s Director Deferral Plan, the Company has four executive benefit plans: the Supplemental Savings Incentive Plan, the Long-Term Retention Plan, the Officer Retention Plan and the Long-Term Performance Plan. The Company also has a Long-Term Performance Equity Plan, as discussed in Note 2.

Pursuant to the Supplemental Savings Incentive Plan, as amended and restated effective November 1, 2011, and as further amended thereafter, eligible participants may elect to defer a portion of their annual salary and bonus. Participants are immediately vested in all deferred contributions they make and become fully vested in Company contributions upon completion of five years of service with the Company, termination of employment due to death or retirement or a change in control. Participant deferrals and Company
contributions made in years prior to 2006 are invested in either a fixed benefit option or certain investment funds determined by the participant. Beginning in 2010, the Company may elect at its discretion to match up to 50% of the first 6% of salary, excluding bonuses, deferred by the participant. During 2022, 2021 and 2020, the Company matched 50% of the first 6% of salary, excluding bonuses, deferred by the participant. The Company may also make discretionary contributions to participants’ accounts.

Under the Director Deferral Plan, as amended and restated effective January 1, 2014, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. There is no Company matching contribution under the Director Deferral Plan. The liability under these two deferral plans was as follows:

(in thousands)December 31, 2022December 31, 2021
Current liabilities$8,147 $10,111 
Noncurrent liabilities74,976 84,664 
Total liability - Supplemental Savings Incentive Plan and Director Deferral Plan$83,123 $94,775 

Under the Long-Term Retention Plan, effective March 5, 2014, and as amended thereafter, the Company accrues a defined amount each year for an eligible participant based upon an award schedule. Amounts awarded may earn an investment return based on certain investment funds specified by the Company. Benefits under the Long-Term Retention Plan are 50% vested until age 51. Beginning at age 51, the vesting percentage increases by 5% each year until the benefits are fully vested at age 60. Participants receive payments from the plan upon retirement or, in certain instances, upon termination of employment. Payments are made in the form of monthly installments over a period of 10, 15 or 20 years. The liability under this plan was as follows:

(in thousands)December 31, 2022December 31, 2021
Current liabilities$173 $178 
Noncurrent liabilities7,249 6,815 
Total liability - Long-Term Retention Plan$7,422 $6,993 

Under the Officer Retention Plan, as amended and restated effective January 1, 2007, and as further amended thereafter, eligible participants may elect to receive an annuity payable in equal monthly installments over a 10-, 15- or 20-year period commencing at retirement or, in certain instances, upon termination of employment. The benefits under the Officer Retention Plan increase with each year of participation as set forth in an agreement between the participant and the Company. Benefits under the Officer Retention Plan are 50% vested until age 51. Beginning at age 51, the vesting percentage increases by 5% each year until the benefits are fully vested at age 60. The liability under this plan was as follows:

(in thousands)December 31, 2022December 31, 2021
Current liabilities$3,730 $4,036 
Noncurrent liabilities35,959 37,008 
Total liability - Officer Retention Plan$39,689 $41,044 

Under the Long-Term Performance Plan, as amended and restated effective January 1, 2018, and as further amended thereafter, the Compensation Committee of the Company’s Board of Directors establishes dollar amounts to which a participant shall be entitled upon attainment of the applicable performance measures. Bonus awards under the Long-Term Performance Plan are made based on the relative achievement of performance measures in terms of the Company-sponsored objectives or objectives related to the performance of the individual participant or of the subsidiary, division, department, region or function in which the participant is employed. The liability under this plan was as follows:

(in thousands)December 31, 2022December 31, 2021
Current liabilities$7,738 $8,247 
Noncurrent liabilities9,673 7,675 
Total liability - Long-Term Performance Plan$17,411 $15,922 

Pension Plans

There are two Company-sponsored pension plans. The Primary Plan was frozen as of June 30, 2006 and no benefits accrued to participants after that date. The Bargaining Plan is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes. The Company
updates its mortality assumptions used in the calculation of its pension liability each year using The Society of Actuaries’ latest mortality tables and mortality projection scales.

During 2022, the Company began the process of terminating the Primary Plan. During 2023, the Company expects to offer a lump sum benefit payout option to certain plan participants prior to completing the purchase of group annuity contracts that will transfer the pension benefit obligation to an insurance company. The assumptions used to estimate the fair value during the annual measurement reflect the incremental cost to terminate the Primary Plan.

The following tables set forth pertinent information for the two Company-sponsored pension plans:

 Fiscal Year
(in thousands)20222021
Beginning balance - projected benefit obligation$359,475 $368,245 
Service cost6,586 7,529 
Interest cost10,642 9,846 
Plan amendments154 — 
Actuarial gain(93,626)(12,735)
Benefits paid(13,088)(13,410)
Ending balance - projected benefit obligation$270,143 $359,475 

Changes in Projected Benefit Obligation

The projected benefit obligation and the accumulated benefit obligation for both Company-sponsored pension plans were in excess of plan assets as of December 31, 2022 and December 31, 2021. The accumulated benefit obligation was $270.1 million on December 31, 2022 and $359.5 million on December 31, 2021.

The increase in the discount rates for both the Primary Plan and the Bargaining Plan, as compared to the previous years, was the primary driver of the actuarial gains in both 2022 and 2021. The actuarial gains, net of tax, were recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Change in Plan Assets

 Fiscal Year
(in thousands)20222021
Beginning balance - plan assets at fair value$328,250 $319,699 
Actual return on plan assets(76,683)16,427 
Employer contributions26,000 6,800 
Benefits and expenses paid(15,625)(14,676)
Ending balance - plan assets at fair value$261,942 $328,250 

Funded Status

(in thousands)December 31, 2022December 31, 2021
Projected benefit obligation$(270,143)$(359,475)
Plan assets at fair value261,942 328,250 
Net funded status$(8,201)$(31,225)

Amounts Recognized in the Consolidated Balance Sheets

(in thousands)December 31, 2022December 31, 2021
Current liabilities$— $— 
Noncurrent liabilities(8,201)(31,225)
Total liability - pension plans$(8,201)$(31,225)
Net Periodic Pension Cost

 Fiscal Year
(in thousands)202220212020
Service cost$6,586 $7,529 $6,331 
Interest cost10,642 9,846 10,957 
Expected return on plan assets(8,143)(13,000)(13,617)
Recognized net actuarial loss3,990 4,954 4,619 
Amortization of prior service costs— 19 
Net periodic pension cost$13,075 $9,332 $8,309 

Significant Assumptions

 Fiscal Year
 202220212020
Projected benefit obligation at the measurement date:
Discount rate - Primary Plan5.33 %2.97 %2.66 %
Discount rate - Bargaining Plan5.34 %3.31 %3.12 %
Weighted average rate of compensation increaseN/AN/AN/A
Net periodic pension cost for the fiscal year:
Discount rate - Primary Plan2.97 %2.66 %3.36 %
Discount rate - Bargaining Plan3.31 %3.12 %3.61 %
Weighted average expected long-term rate of return of plan assets - Primary Plan(1)
3.00 %4.75 %5.50 %
Weighted average expected long-term rate of return of plan assets - Bargaining Plan(1)
5.50 %5.75 %6.25 %
Weighted average rate of compensation increaseN/AN/AN/A

(1)The weighted average expected long-term rate of return assumption for the pension plan assets, which was used to compute net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions set at the beginning of each fiscal year.

Cash Flows

(in thousands)Anticipated Future Pension Benefit
Payments for the Fiscal Years
2023$237,899 
20241,053 
20251,241 
20261,470 
20271,689 
2028 - 203211,892 

The anticipated future pension benefit payments for 2023 include the payments associated with the termination of the Primary Plan, which will be made from the related plan assets. The remaining anticipated future pension benefit payments for 2023, and all anticipated future pension benefit payments beyond 2023, relate to the Bargaining Plan.

The Company expects to make cash contributions of approximately $5 million to $10 million to the Primary Plan during 2023 to fund the termination of the Primary Plan. The Company also expects to make cash contributions of approximately $5 million to $10 million to the Bargaining Plan during 2023 to fund the ongoing projected benefit obligation of the Bargaining Plan.

Plan Assets

All assets in the Company’s pension plans are invested in institutional investment funds managed by professional investment advisors which hold U.S. equities, international equities and debt securities. The objective of the Company’s investment philosophy is to earn the plans’ targeted rate of return over longer periods without assuming excess investment risk. The weighted average expected long-term rate of return assumption for the pension plan assets, which will be used to compute 2023 net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions in the context of historical returns and volatilities for each asset class. The Company evaluates the rate of return assumption on an annual basis. The Company’s
actual asset allocation at December 31, 2022 and December 31, 2021 and target asset allocation for 2023 by asset category for the Primary Plan were as follows:

Percentage of Plan
Assets at Fiscal Year-End
Target Asset
Allocation
 202220212023
U.S. debt securities84 %87 %64 %
U.S. equity securities— %— %— %
International debt securities10 %10 %— %
International equity securities— %— %— %
Cash and cash equivalents%%36 %
Total100 %100 %100 %

The Company’s actual asset allocation at December 31, 2022 and December 31, 2021 and target asset allocation for 2023 by asset category for the Bargaining Plan were as follows:

Percentage of Plan
Assets at Fiscal Year-End
Target Asset
Allocation
202220212023
U.S. debt securities56 %46 %41 %
U.S. equity securities32 %40 %46 %
International debt securities%%— %
International equity securities10 %11 %12 %
Cash and cash equivalents— %%%
Total100 %100 %100 %

The expected long-term rate of return on assets for the Primary Plan and the Bargaining Plan as of December 31, 2022 were 5.00% and 7.00%, respectively.

Debt securities as of December 31, 2022 were comprised primarily of investments in government and corporate bonds with a weighted average maturity of approximately 12 years for the Primary Plan and approximately 19 years for the Bargaining Plan. U.S. equity securities in the Bargaining Plan as of December 31, 2022 included: (i) large-capitalization domestic equity funds as represented by the S&P 500 index, (ii) mid-capitalization domestic equity funds as represented by the Russell Mid Cap Growth and Value indexes, (iii) small-capitalization domestic equity funds as represented by the Russell Small Cap Growth and Value indexes and (iv) alternative investment funds as represented by the HFRX Global index and the MSCI US REIT index. International equity securities in the Bargaining Plan as of December 31, 2022 included companies from both developed and emerging markets outside the United States. Cash and cash equivalents have a weighted average duration of less than one year.

The following table summarizes the Company’s pension plan assets, which are classified as Level 1 and Level 2 for fair value measurement. The Company does not have any Level 3 pension plan assets. See Note 14 for additional information.

(in thousands)December 31, 2022December 31, 2021
Pension plan assets - fixed income$232,578 $300,670 
Pension plan assets - equity securities16,194 18,867 
Pension plan assets - cash and cash equivalents13,170 8,713 
Total pension plan assets$261,942 $328,250 

401(k) Savings Plan

The Company provides a 401(k) Savings Plan for substantially all of its employees who are not part of collective bargaining agreements and for certain employees under collective bargaining agreements. The Company’s matching contribution for employees who are not part of collective bargaining agreements is discretionary, with the option to match contributions for eligible participants up to 5% based on the Company’s financial results. For all years presented, the Company matched the maximum 5% of participants’ contributions. The Company’s matching contribution for employees who are part of collective bargaining agreements is determined in accordance with negotiated formulas for the respective employees. The total expense for the Company’s matching contributions to the 401(k) Savings Plan was $26.8 million in 2022, $24.8 million in 2021 and $22.7 million in 2020.
Postretirement Benefits

The Company provides postretirement benefits for employees meeting specified qualifying criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future.

The following tables set forth pertinent information for the Company’s postretirement benefit plan:

Reconciliation of Activity

 Fiscal Year
(in thousands)20222021
Benefit obligation at beginning of year$65,156 $67,665 
Service cost1,458 1,516 
Interest cost1,923 1,772 
Plan participants’ contributions657 930 
Actuarial gain(10,138)(3,414)
Benefits paid(3,757)(3,313)
Benefit obligation at end of year$55,299 $65,156 

The increase in the discount rate for the postretirement benefit plan, as compared to the previous years, was the primary driver of the actuarial gain in both 2022 and 2021. The actuarial gain, net of tax, was recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Reconciliation of Plan Assets Fair Value

 Fiscal Year
(in thousands)20222021
Fair value of plan assets at beginning of year$— $— 
Employer contributions3,100 2,383 
Plan participants’ contributions657 930 
Benefits paid(3,757)(3,313)
Fair value of plan assets at end of year$ $ 

Funded Status

(in thousands)December 31, 2022December 31, 2021
Current liabilities$(3,177)$(2,990)
Noncurrent liabilities(52,122)(62,166)
Total liability - postretirement benefits$(55,299)$(65,156)

Net Periodic Postretirement Benefit Cost

 Fiscal Year
(in thousands)202220212020
Service cost$1,458 $1,516 $1,454 
Interest cost1,923 1,772 2,031 
Recognized net actuarial loss444 682 383 
Net periodic postretirement benefit cost$3,825 $3,970 $3,868 
Significant Assumptions

 Fiscal Year
 202220212020
Benefit obligation at the measurement date:
Weighted average healthcare cost trend rate - Pre-Medicare6.58 %6.04 %6.26 %
Weighted average healthcare cost trend rate - Post-Medicare6.89 %6.29 %6.54 %
Benefit obligation discount rate5.19 %2.98 %2.70 %
Net periodic postretirement benefit cost discount rate for fiscal year2.98 %2.70 %3.32 %
Postretirement benefit expense - Pre-Medicare:
Weighted average healthcare cost trend rate6.04 %6.26 %6.53 %
Trend rate graded down to ultimate rate4.50 %4.50 %4.50 %
Ultimate rate year202920292028
Postretirement benefit expense - Post-Medicare:
Weighted average healthcare cost trend rate6.29 %6.54 %6.73 %
Trend rate graded down to ultimate rate4.50 %4.50 %4.50 %
Ultimate rate year202920292028

Cash Flows

(in thousands)Anticipated Future Postretirement Benefit
Payments Reflecting Expected Future Service
2023$3,177 
20243,489 
20253,655 
20264,012 
20274,364 
2028 - 203222,825 

A reconciliation of the gross amounts in accumulated other comprehensive loss not yet recognized as components of net periodic benefit cost is as follows:

(in thousands)December 31,
2021
Actuarial Gain (Loss)Reclassification
Adjustments
December 31,
2022
Pension Plans:
Actuarial loss$(127,813)$6,263 $3,990 $(117,560)
Prior service costs(4)(154)— (158)
Postretirement Medical:
Actuarial gain (loss)(9,812)10,138 444 770 
Total within accumulated other comprehensive loss$(137,629)$16,247 $4,434 $(116,948)

Multiemployer Pension Plans

Certain employees of the Company whose employment is covered under collective bargaining agreements participate in a multiemployer pension plan, the Employers-Teamsters Local Union Nos. 175 and 505 Pension Fund (the “Teamsters Plan”). The Company makes monthly contributions to the Teamsters Plan on behalf of such employees. The collective bargaining agreements covering the Teamsters Plan expire at various times through 2025. The Company expects these agreements will be re-negotiated.

Participating in the Teamsters Plan involves certain risks in addition to the risks associated with single employer pension plans, as contributed assets are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the Teamsters Plan, the unfunded obligations of the Teamsters Plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the Teamsters Plan, the Company could be required to pay the Teamsters Plan a withdrawal liability based on the underfunded status of the Teamsters Plan. The Company does not anticipate withdrawing from the Teamsters Plan.
In 2015, the Company increased its contribution rates to the Teamsters Plan, with additional increases occurring annually, as part of a rehabilitation plan, which was incorporated into the renewal of collective bargaining agreements with the unions effective April 28, 2014 and adopted by the Company as a rehabilitation plan effective January 1, 2015. This is a result of the Teamsters Plan being certified by its actuary as being in “critical” status for the plan year beginning January 1, 2013.

The Company’s participation in the Teamsters Plan is outlined in the table below. A red zone represents less than 80% funding and requires a financial improvement plan (“FIP”) or rehabilitation plan (“RP”).

 Fiscal Year
(in thousands)202220212020
Pension Protection Act Zone StatusRedRedRed
FIP or RP pending or implementedYesYesYes
Surcharge imposedYesYesYes
Contribution$959 $933 $924 

According to the Teamsters Plan’s Form 5500 for both the plan years ended December 31, 2021 and December 31, 2020, the Company was not listed as providing more than 5% of the total contributions. At the date these consolidated financial statements were issued, a Form 5500 was not available for the plan year ended December 31, 2022.

The Company has a liability recorded for withdrawing from a multiemployer pension plan in 2008 and is required to make payments of approximately $1 million to this multiemployer pension plan each year through 2028. As of December 31, 2022, the Company had $4.6 million remaining on this liability.