EMPLOYEE BENEFIT PLANS

Profit Sharing Plan

The Company has a defined contribution retirement savings plan (the "Profit Sharing Plan") that covers qualified employees who meet certain eligibility requirements. During 2014, the Profit Sharing Plan was amended to give qualified employees the option to increase contributions from 45% (15% for certain highly compensated employees) to 100% (including certain highly compensated employees) of their pre-tax base salary through salary deductions under Section 401(k) of the Internal Revenue Code. At the employees' direction, employee contributions are invested among a variety of investment alternatives. The amendment also increased the Company's matching contribution from a maximum of 2% to 4% of the eligible employee's compensation. In addition, pursuant to the amendment, the Company makes certain automatic and transition contributions. On an annual basis, the Company automatically contributes 2% of the employee's eligible compensation regardless of voluntary contributions made by the employee. Transition contributions of up to 4% were made through December 31, 2015 for certain employees who were active participants in the defined benefit retirement plan (the "Pension Plan"), which was frozen in 2013. The amendment did not change the discretionary profit sharing component of the Profit Sharing Plan, which permits the Company to distribute up to 15% of the employee's compensation. The Company's matching and transition contributions vest immediately, while the automatic and discretionary components vest over six years.

Profit Sharing Plan

(Dollar amounts in thousands)



	Years Ended December 31,
	2016		2015		2014
Profit sharing expense ⁽¹⁾	$	6,171	$	6,919	$	6,354
Company dividends received by the Profit Sharing Plan	$	494	$	466	$	428
Company shares held by the Profit Sharing Plan at the end of the year:
Number of shares	1,175,858		1,277,567		1,364,558
Fair value	$	29,667	$	23,546	$	23,348


⁽¹⁾	Included in retirement and other employee benefits in the Consolidated Statements of Income.

Pension Plan

The Company sponsors the Pension Plan which provides for retirement benefits based on years of service and compensation levels of the participants. The Pension Plan covers employees who met certain eligibility requirements and were hired before April 1, 2007, the date it was amended to eliminate new enrollment of new participants. During 2013, the Board approved an amendment to freeze benefit accruals under the Pension Plan effective on January 1, 2014.

Actuarially determined pension costs are charged to current operations and included in retirement and other employee benefits in the Consolidated Statements of Income. The Company's funding policy is to contribute amounts to the Pension Plan that are sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974 plus additional amounts as the Company deems appropriate.

Pension Plan Cost and Obligations

(Dollar amounts in thousands)



	As of December 31,
	2016			2015
Accumulated benefit obligation	$	68,959		$	67,185
Change in projected benefit obligation:
Beginning balance	$	67,185		$	67,283
Service cost	—			—
Interest cost	1,635			2,334
Settlements	(3,136		)	(7,320		)
Actuarial loss	3,851			5,336
Benefits paid	(576		)	(448		)
Ending balance	$	68,959		$	67,185
Change in fair value of plan assets:
Beginning balance	$	64,903		$	72,193
Actual return on plan assets	3,998			478
Benefits paid	(576		)	(448		)
Settlements	(3,136		)	(7,320		)
Ending balance	$	65,189		$	64,903
Funded status recognized in the Consolidated Statements of Financial Condition:
Noncurrent liability	$	(3,770	)	$	(2,282	)
Amounts recognized in accumulated other comprehensive loss:
Prior service cost	$	—		$	—
Net loss	28,483			26,481
Net amount recognized	$	28,483		$	26,481
Actuarial losses included in accumulated other comprehensive loss as a percent of:
Accumulated benefit obligation	41.3		%	39.4		%
Fair value of plan assets	43.7		%	40.8		%
Amounts expected to be amortized from accumulated other comprehensive loss into net periodic benefit cost in the next fiscal year:
Prior service cost	$	—		$	—
Net loss	582			516
Net amount expected to be recognized	$	582		$	516
Weighted-average assumptions at the end of the year used to determine the actuarial present value of the projected benefit obligation:
Discount rate	3.86		%	3.99		%

On December 31, 2015, the Company refined the calculation of the interest component of net periodic benefit expense for the Pension Plan. Previously, the Company estimated the interest cost component utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the end of the period. Under the refined method, the Company utilized a full yield curve approach to estimate the component by applying specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The Company made this change to more closely match the projected benefit cash flows and the corresponding yield curve spot rates, and to provide a more precise measurement of interest costs. This change had no impact on the measurement of the Company's total benefit obligations recorded as of December 31, 2015. The Company accounted for this change as a change in estimate that is inseparable from a change in accounting principle, and, accordingly, recognized its effect prospectively beginning in 2016.

To the extent the cumulative actuarial losses included in accumulated other comprehensive loss exceed 10% of the greater of the accumulated benefit obligation or the market-related value of the Pension Plan assets, it is the Company's policy to amortize the Pension Plan's net actuarial losses into income over the average remaining life expectancy of the Pension Plan participants. Actuarial losses included in accumulated other comprehensive loss as of December 31, 2016 exceeded 10% of the accumulated benefit obligation and the fair value of Pension Plan assets. The amortization of net actuarial losses is a component of the net periodic benefit cost. Amortization of the net actuarial losses and prior service cost included in other comprehensive (loss) income is not expected to have a material impact on the Company's future results of operations, financial position, or liquidity.

Net Periodic Benefit Pension Cost

(Dollar amounts in thousands)



	Years Ended December 31,
	2016			2015			2014
Components of net periodic benefit cost:
Interest cost	$	1,635		$	2,334		$	2,346
Expected return on plan assets	(4,057		)	(4,333		)	(4,931		)
Recognized net actuarial loss	571			367			249
Amortization of prior service cost	—			—			—
Recognized settlement loss	1,338			2,254			1,377
Net periodic (income) cost	(513		)	622			(959		)
Other changes in plan assets and benefit obligations recognized as a charge to other comprehensive (loss) income:
Net loss for the period	(3,911		)	(9,191		)	(10,752		)
Amortization of net loss	1,909			2,621			1,625
Total unrealized loss	(2,002		)	(6,570		)	(9,127		)
Total recognized in net periodic pension cost and other comprehensive (loss) income	$	(1,489	)	$	(7,192	)	$	(8,168	)
Weighted-average assumptions used to determine the net periodic cost:
Discount rate	3.99		%	3.60		%	4.30		%
Expected return on plan assets	6.50		%	6.50		%	7.25		%

Pension Plan Asset Allocation

(Dollar amounts in thousands)



				Percentage of Plan Assets as of December 31,
	Target Allocation	Fair Value of Plan Assets ⁽¹⁾		Percentage of Plan Assets as of December 31,
	Target Allocation	Fair Value of Plan Assets ⁽¹⁾		2016		2015
Asset Category:
Equity securities	50 - 60%	$	38,910	60	%	59	%
Fixed income	30 - 48%	21,405		33	%	35	%
Cash equivalents	2 - 10%	4,874		7	%	6	%
Total		$	65,189	100	%	100	%


⁽¹⁾	Additional information regarding the fair value of Pension Plan assets as of December 31, 2016 can be found in Note 22, "Fair Value."

The expected long-term rate of return on Pension Plan assets represents the average rate of return expected to be earned over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, the Company considers long-term returns based on historical market data and projections of future returns for each asset category, as well as historical actual returns on the Pension Plan assets with the assistance of its independent actuarial consultant. Using this reference data, the Company develops a forward-looking return expectation for each asset category and a weighted-average expected long-term rate of return based on the target asset allocation.

The investment objective of the Pension Plan is to maximize the return on Pension Plan assets over a long-term horizon to satisfy the Pension Plan obligations. In establishing its investment policies and asset allocation strategies, the Company considers expected returns and the volatility associated with different strategies. The policy established by the Company's Retirement Plan Committee provides for growth of capital with a moderate level of volatility by investing assets according to the target allocations stated above and reallocating those assets as needed to stay within those allocations. Investments are weighted toward publicly traded securities. Investment strategies that include alternative asset classes, such as private equity hedge funds and real estate, are generally avoided. Under the advisement of a certified investment advisor, the Committee reviews the investment policy on a quarterly basis to determine if any adjustments to the policy or investment strategy are necessary.

The following table presents estimated future pension benefit payments under the Pension Plan for retirees already receiving benefits and future retirees, assuming they retire and begin receiving unreduced benefits as soon as they are eligible.

Estimated Future Pension Benefit Payments

(Dollar amounts in thousands)



	Total
Year ending December 31,
2017	$	16,009
2018	5,308
2019	5,059
2020	4,747
2021	4,646
2022-2026	18,583