EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2015

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

NOTE I – EMPLOYEE BENEFIT PLANS

Nonunion Defined Benefit Pension, Supplemental Benefit, and Postretirement Health Benefit Plans

The Company has a noncontributory defined benefit pension plan covering substantially all noncontractual employees hired before January 1, 2006. Benefits under the defined benefit pension plan are generally based on years of service and employee compensation. In June 2013, the Company amended the nonunion defined benefit pension plan to freeze the participants’ final average compensation and years of credited service as of July 1, 2013. The plan amendment did not impact the vested benefits of retirees or former employees whose benefits have not yet been paid from the plan. Effective July 1, 2013, participants of the nonunion defined benefit pension plan who were active employees of the Company became eligible for the discretionary defined contribution feature of the Company’s nonunion 401(k) and defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate (see Defined Contribution Plans section within this Note).

The June 2013 amendment to the nonunion defined benefit pension plan resulted in a plan curtailment which was recorded as of June 30, 2013. The effect of the plan curtailment was a reduction of the projected benefit obligation (“PBO”) to the amount of the plan’s accumulated benefit obligation. The decrease in the PBO upon curtailment reduced the unrecognized net actuarial loss of the plan, which is reported on an after‑tax basis in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheet. No curtailment gain or loss was recognized in earnings. The unrecognized net actuarial loss was also reduced by a net actuarial gain which resulted from the remeasurement of the assets and PBO of the plan upon curtailment. The freeze of the accrual of benefits effective as of July 1, 2013, and the reduction of the PBO upon plan curtailment eliminated the service cost of the plan and reduced the interest cost of the plan for periods subsequent to the curtailment.

In consideration of the freeze of the accrual of benefits, the investment strategy has become more focused on reducing investment, interest rate, and longevity risks in the plan. As part of this strategy, in January 2014, the plan purchased a nonparticipating annuity contract from an insurance company to settle the pension obligation related to the vested benefits of 375 plan participants and beneficiaries receiving monthly benefit payments at the time of the contract purchase. Upon payment by the plan of the $25.4 million premium for the annuity contract, pension benefit obligations totaling $23.3 million were irrevocably transferred to the insurance company. The Company recognizedpension settlement expense as a component of net periodic benefit cost related to the nonparticipating annuity contract purchase amount of $25.4 million plus total lump-sum benefit distributions of $32.1 million in 2014 with corresponding reductions in the unrecognized net actuarial loss of the nonunion defined benefit pension plan. The Company also recognized pension settlement expense in 2015 and 2013 related to lump-sum benefit distributions from the plan. The pension settlement expense amountsare presented in the tables within this Note. The remaining pre‑tax unrecognized net actuarial loss of $28.5 million will continue to be amortized over the average remaining future years of service of the plan participants, which is approximately eight years. The Company will continue to incur additional quarterly pension settlement expense related to lump‑sum distributions from the nonunion defined benefit pension plan.

The Company also has an unfunded supplemental benefit plan (“SBP”) for the purpose of supplementing benefits under the Company’s nonunion defined benefit pension plan for executive officers designated as participants in the SBP by the Company’s Board of Directors. The Compensation Committee of the Company’s Board of Directors (“Compensation Committee”) elected to close the SBP to new entrants and to place a cap on the maximum payment per participant to existing participants in the SBP effective January 1, 2006. In place of the SBP, eligible officers of the Company appointed after 2005 participate in a long‑term cash incentive plan (see Cash Long‑Term Incentive Compensation Plan section within this Note). Effective December 31, 2009, the Compensation Committee elected to freeze the accrual of benefits for remaining participants under the SBP. With the exception of early retirement penalties that may apply in certain cases, the valuation inputs for calculating the frozen SBP benefits to be paid to participants, including final average salary and the interest rate, were frozen at December 31, 2009. As presented in the tables within this Note, pension settlement expense and a corresponding reduction in the net actuarial loss was recorded in 2014 related to lump-sum SBP benefit distributions. The SBP did not incur pension settlement expense related to lump‑sum distributions in 2015 or 2013.

The Company sponsors an insured postretirement health benefit plan that provides supplemental medical benefits and dental and vision benefits primarily to certain officers of the Company and certain subsidiaries. Effective January 1, 2011, retirees began paying a portion of the premiums under the plan according to age and coverage levels. The amendment to the plan to implement retiree premiums resulted in an unrecognized prior service credit which was recorded in accumulated other comprehensive loss and is being amortized over approximately eight years.

The following table discloses the changes in benefit obligations and plan assets of the Company’s nonunion defined benefit plans for years ended December 31, the measurement date of the plans:

	Nonunion Defined				Supplemental				Postretirement
	Benefit Pension Plan				Benefit Plan				Health Benefit Plan
	2015		2014		2015		2014		2015		2014
	(in thousands)
Change in benefit obligations
Benefit obligations at beginning of year	$	174,410	$	211,660	$	6,782	$	7,092	$	22,116	$	16,318
Service cost		—		—		—		—		406		280
Interest cost		5,200		6,039		123		184		913		788
Actuarial (gain) loss (1)		494		11,906		(47)		53		1,806		5,269
Benefits paid		(20,892)		(58,047)		(1,941)		(853)		(625)		(539)
Settlement loss		395		2,852		—		306		—		—
Benefit obligations at end of year		159,607		174,410		4,917		6,782		24,616		22,116
Change in plan assets
Fair value of plan assets at beginning of year		158,265		207,613		—		—		—		—
Actual return (loss) on plan assets		(506)		8,599		—		—		—		—
Employer contributions		50		100		1,941		853		625		539
Benefits paid		(20,892)		(58,047)		(1,941)		(853)		(625)		(539)
Fair value of plan assets at end of year		136,917		158,265		—		—		—		—
Funded status	$	(22,690)	$	(16,145)	$	(4,917)	$	(6,782)	$	(24,616)	$	(22,116)
Accumulated benefit obligation	$	159,607	$	174,410	$	4,917	$	6,782	$	24,616	$	22,116

⁽¹⁾ Actuarial losses on nonunion defined benefit pension plan and postretirement health benefit plan were higher for 2014, primarily due to decreases in the discount rates used to remeasure the plan obligations at December 31, 2014 versus December 31, 2013.

Amounts recognized in the consolidated balance sheets at December 31 consisted of the following:

	Nonunion Defined				Supplemental				Postretirement
	Benefit Pension Plan				Benefit Plan				Health Benefit Plan
	2015		2014		2015		2014		2015		2014
	(in thousands)
Current liabilities (included in accrued expenses)	$	—	$	—	$	(246)	$	(1,941)	$	(736)	$	(684)
Noncurrent liabilities (included in pension and postretirement liabilities)		(22,690)		(16,145)		(4,671)		(4,841)		(23,880)		(21,432)
Liabilities recognized	$	(22,690)	$	(16,145)	$	(4,917)	$	(6,782)	$	(24,616)	$	(22,116)

The following is a summary of the components of net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31:

	Nonunion Defined						Supplemental						Postretirement
	Benefit Pension Plan						Benefit Plan						Health Benefit Plan
	2015		2014		2013		2015		2014		2013		2015		2014		2013
	(in thousands)
Service cost	$	—	$	—	$	4,734	$	—	$	—	$	—	$	406	$	280	$	331
Interest cost		5,200		6,039		7,784		123		184		150		913		788		751
Expected return on plan assets		(9,180)		(10,419)		(13,313)		—		—		—		—		—		—
Amortization of prior service credit		—		—		—		—		—		—		(190)		(190)		(190)
Pension settlement expense		3,202		5,880		2,111		—		715		—		—		—		—
Amortization of net actuarial loss(1)		3,218		2,398		7,140		159		214		260		853		93		535
Net periodic benefit cost	$	2,440	$	3,898	$	8,456	$	282	$	1,113	$	410	$	1,982	$	971	$	1,427

⁽¹⁾ The Company amortizes actuarial losses over the average remaining active service period of the plan participants and does not use a corridor approach.

The following is a summary of the pension settlement distributions and pension settlement expense for the years ended December 31:

	Nonunion Defined						Supplemental
	Benefit Pension Plan						Benefit Plan
	2015(1)		2014(2)		2013(1)		2015(3)		2014		2013
	(in thousands, except per share data)
Pension settlement distributions	$	20,622	$	57,518	$	20,104	$	1,941	$	853	$	—
Pension settlement expense, pre-tax	$	3,202	$	5,880	$	2,111	$	—	$	715	$	—
Pension settlement expense per diluted share, net of taxes	$	0.07	$	0.14	$	0.05	$	—	$	0.02	$	—

⁽¹⁾ In 2015 and 2013, pension settlement distributions represent lump‑sum benefit distributions paid.

⁽²⁾ Pension settlement distributions represent $32.1million of lump‑sum benefit distributions and a $25.4million nonparticipating annuity contract purchase.

⁽³⁾ The 2015 SBP distribution represents the portion of a benefit related to an officer retirement that occurred in 2014 which was delayed for six months after retirement in accordance with IRC Section 409A. The pension settlement expense related to this distribution was recognized in 2014.

Included in accumulated other comprehensive loss at December 31 were the following pre‑tax amounts that have not yet been recognized in net periodic benefit cost:

	Nonunion Defined				Supplemental				Postretirement
	Benefit Pension Plan				Benefit Plan				Health Benefit Plan
	2015		2014		2015		2014		2015		2014
	(in thousands)
Unrecognized net actuarial loss	$	28,457	$	24,303	$	1,001	$	1,207	$	6,280	$	5,327
Unrecognized prior service credit		—		—		—		—		(507)		(697)
Total	$	28,457	$	24,303	$	1,001	$	1,207	$	5,773	$	4,630

The following amounts, which are reported within accumulated other comprehensive loss at December 31, 2015 are expected to be recognized as components of net periodic benefit cost in 2016 on a pre‑tax basis. (Amounts exclude the effect of pension settlements, which the Company will incur for the nonunion defined benefit pension plan and is projected to incur for the SBP in 2016.)

	Nonunion		Supplemental		Postretirement
	Defined Benefit		Benefit		Health
	Pension Plan		Plan		Benefit Plan
	(in thousands)
Unrecognized net actuarial loss	$	3,575	$	152	$	734
Unrecognized prior service credit		—		—		(190)
Total	$	3,575	$	152	$	544

The discount rate is determined by matching projected cash distributions with appropriate high‑quality corporate bond yields in a yield curve analysis. Weighted‑average assumptions used to determine nonunion benefit obligations at December 31 were as follows:

	Nonunion Defined				Supplemental				Postretirement
	Benefit Pension Plan				Benefit Plan				Health Benefit Plan
	2015		2014		2015		2014		2015		2014
Discount rate	3.5	%	3.2	%	2.6	%	2.5	%	4.2	%	3.9	%

Weighted‑average assumptions used to determine net periodic benefit cost for the Company’s nonunion benefit plans for the years ended December 31 were as follows:

	Nonunion Defined						Supplemental						Postretirement
	Benefit Pension Plan						Benefit Plan						Health Benefit Plan
	2015(1)		2014(2)		2013(3)		2015		2014(4)		2013		2015		2014		2013
Discount rate	3.2	%	3.8	%	3.1	%	2.5	%	2.8	%	2.1	%	3.9	%	4.7	%	3.8	%
Expected return on plan assets	6.5	%	6.5	%	7.5	%	N/A		N/A		N/A		N/A		N/A		N/A
Rate of compensation increase(5)	N/A		N/A		3.3	%	N/A		N/A		N/A		N/A		N/A		N/A

⁽¹⁾ The discount rate presented was used to determine the first quarter 2015 credit, and the interim discount rate established upon each quarterly settlement in 2015 of 3.0%,  3.5%, and 3.4% was used to calculate the credit for the second, third, and fourth quarter of 2015, respectively.

⁽²⁾ The discount rate presented was used to determine the first quarter 2014 credit, and the interim discount rate established upon each quarterly settlement in 2014 of 3.5%,  3.3%, and 3.4% was used to calculate the credit for the second, third, and fourth quarter of 2014, respectively.

⁽³⁾ The discount rate presented was used to determine expense for the first six months of 2013 and the discount rate established upon the June 30, 2013 curtailment of 3.9% and upon the September 30, 2013 settlement of 3.7% was used to calculate the credit for the third and fourth quarter of 2013, respectively.

⁽⁴⁾ The discount rate presented was used to determine expense for the first ten months of 2014 and the discount rate of 2.5% established upon the October 31, 2014 settlement was used to calculate expense for the last two months of 2014.

⁽⁵⁾ The compensation assumption was no longer applicable for determining net periodic benefit cost of the nonunion defined benefit pension plan upon the June 30, 2013 remeasurement for plan curtailment due to the freeze of the accrual of benefits effective July 1, 2013.

The assumed health care cost trend rates for the Company’s postretirement health benefit plan at December 31 were as follows:

	2015 (1)		2014
			Pre-65		Post-65
Health care cost trend rate assumed for next year	6.7	%	7.5	%	5.8	%
Rate to which the cost trend rate is assumed to decline	4.5	%	4.5	%	4.5	%
Year that the rate reaches the cost trend assumed rate	2030		2027		2020

⁽¹⁾ Based on similar actuarial assumptions used for the pre‑65 and post‑65 anticipated trend rates, a single trend rate was determined to be reasonable for use in the valuation of the accumulated benefit obligation as of December 31, 2015.

The health care cost trend rates have a significant effect on the obligations reported for health care plans. A one‑percentage‑point change in assumed health care cost trend rates would have the following effects on the Company’s postretirement health benefit plan for the year ended December 31, 2015:

	One Percentage Point
	Increase		Decrease
	(in thousands)
Effect on total of service and interest cost components	$	272	$	(213)
Effect on postretirement benefit obligation	$	4,815	$	(3,846)

Estimated future benefit payments from the Company’s nonunion defined benefit pension (paid from trust assets), SBP, and postretirement health benefit plans, which reflect expected future service as appropriate, as of December 31, 2015 are as follows:

	Nonunion		Supplemental		Postretirement
	Defined Benefit		Benefit		Health
	Pension Plan		Plan		Benefit Plan
	(in thousands)
2016	$	27,392	$	246	$	736
2017	$	13,560	$	989	$	805
2018	$	12,821	$	—	$	889
2019	$	12,590	$	3,107	$	956
2020	$	12,815	$	—	$	1,035
2021-2025	$	54,168	$	—	$	6,202

The Company’s contributions to the defined benefit pension plan are based upon the minimum funding levels required under provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 (the “PPA”), with the maximum contributions not to exceed deductible limits under the IRC. Based upon currently available actuarial information, which is subject to change upon completion of the 2016 actuarial valuation of the plan, the Company does not expect to have cash outlays for required minimum contributions to its nonunion defined benefit pension plan in 2016. The plan’s actuary certified the adjusted funding target attainment percentage (“AFTAP”) to be 107.3% as of the January 1, 2015 valuation date. The AFTAP is determined by measurements prescribed by the IRC, which differ from the funding measurements for financial statement reporting purposes.

Nonunion Defined Benefit Pension Plan Assets

The Company establishes the expected long‑term rate of return on nonunion defined benefit pension plan assets, which are held in trust, by considering the historical returns for the current mix of investments. In addition, consideration is given to the range of expected returns for the current pension plan investment mix provided by the plan’s investment advisor. This approach is intended to establish a long‑term, nonvolatile rate. The Company’s long‑term expected rate of return utilized in determining its 2016 nonunion defined benefit pension plan expense is 6.5%.

The overall objectives of the investment strategy for the Company’s nonunion defined benefit plan are to achieve a rate of return that over the long term will fund liabilities and provide for required benefits under the plan in a manner that satisfies the fiduciary requirements of ERISA. The investment strategy aims to maximize the long‑term return on plan assets subject to an acceptable level of investment risk, liquidity risk, and funding risk utilizing target asset allocations for investments. The plan’s long‑term asset allocation policy is intended to protect or improve the purchasing power of plan assets and provide adequate diversification to limit the possibility of experiencing a substantial loss over a one‑year period.

The weighted‑average target, acceptable ranges, and actual asset allocations of the Company’s nonunion defined benefit pension plan at December 31 are summarized in the following table:

	2015
	Target		Acceptable					Weighted-Average Allocation
	Allocation		Range					2015		2014
Equity Securities
Large Cap U.S. Equity	15.0	%	10.0	%	-	25.0	%	17.2	%	18.9	%
Mid Cap U.S. Equity	10.0		8.0	%	-	12.0	%	10.4		12.1
Small Cap U.S. Equity	10.0		8.0	%	-	12.0	%	10.3		11.3
International Equity	15.0		11.0	%	-	19.0	%	17.1		15.0
Income Securities
Debt Instruments	30.0		20.0	%	-	35.0	%	19.5		20.4
Floating Rate Loan Fund	10.0		3.0	%	-	15.0	%	11.6		10.2
Cash Equivalents
Cash and Cash Equivalents	10.0		0.0	%	-	15.0	%	13.9		12.1
	100.0	%						100.0	%	100.0	%

Investment balances and results are reviewed quarterly. Investment performance is generally compared to the three‑to‑fiveyear performance of recognized market indices as well as analyzed for periods shorter than three years for each investment fund and over five years for the total fund. Although investment allocations which fall outside the acceptable range at the end of any quarter are usually rebalanced based on the target allocation, the Company has the discretion to maintain cash or other short‑term investments during periods of market volatility.

Certain types of investments and transactions are prohibited or restricted by the Company’s written pension investment policy, including, but not limited to, borrowing of money; purchase of securities on margin; short sales; pledging, mortgaging, or hypothecating securities except loans of securities that are fully‑collateralized; purchase or sale of futures, options, or derivatives for speculation or leverage; purchase or sale of commodities; or illiquid interests in real estate or mortgages. Historically, index funds have primarily been used for investments in equity and fixed income securities; however, in 2009, the Company began investing in actively managed portfolios which, for 2015 and 2014, included investments in an actively managed portfolio of mid-cap U.S. equity securities and separate actively managed portfolios of short-term debt instruments. The short-term debt instrument portfolios include 1-3 yearand 1-5 year fixed income portfolios which aim to approximate or exceed the returns of their respective benchmarks while preserving capital and, beginning in 2014, a total return fixed income portfolio with high quality investment grade corporate bond and high yield bond holdings, which seeks to provide less volatility than longer duration fixed income strategies while generating income. In addition to the requirements of the pension investment policy, certain investment restrictions apply to the actively managed portfolios, including: guidelines for permitted investments; minimum acceptable credit quality of securities; maximum maturity of investments; limitations on the concentration of certain types of investments; and/or acceptable effective duration period ranges.

The fair value of the Company’s nonunion defined benefit pension plan assets at December 31, 2015, by major asset category and fair value hierarchy level (see Fair Value Measurements accounting policy in Note B), were as follows:

			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Cash and Cash Equivalents(1)	$	19,079	$	19,079	$	—	$	—
Debt Instruments(2)		26,662		—		26,662		—
Floating Rate Loans(3)		15,868		15,868		—		—
Large Cap U.S. Equity		23,459		23,459		—		—
Mid Cap U.S. Equity		14,276		14,276		—		—
Small Cap U.S. Equity		14,135		14,135		—		—
International Equity		23,438		23,438		—		—
	$	136,917	$	110,255	$	26,662	$	—

⁽¹⁾ Consists primarily of money market mutual funds.

⁽²⁾ Includes corporate debt instruments (74%),  mortgage-backed instruments (17%),  treasury instruments (6%), municipal debt instruments (2%), and agency debt instruments (1%)which are priced using daily bid prices. The fair value measurements are provided by a pricing service which uses the market approach with inputs derived from observable market data.

⁽³⁾ Consists of a floating rate loan mutual fund.

The fair value of the Company’s nonunion defined benefit pension plan assets at December 31, 2014, by major asset category and fair value hierarchy level (see Fair Value Measurements accounting policy in Note B), were as follows:

			Fair Value Measurements Using
			Quoted Prices		Significant		Significant
			In Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Cash and Cash Equivalents(1)	$	19,085	$	19,085	$	—	$	—
Debt Instruments(2)		32,361		—		32,361		—
Floating Rate Loans(3)		16,106		16,106		—		—
Large Cap U.S. Equity		29,964		29,964		—		—
Mid Cap U.S. Equity		19,180		19,180		—		—
Small Cap U.S. Equity		17,899		17,899		—		—
International Equity		23,670		23,670		—		—
	$	158,265	$	125,904	$	32,361	$	—

⁽¹⁾ Consists primarily of money market mutual funds.

⁽²⁾ Includes corporate debt instruments (66%), mortgage‑backed instruments (24%), treasury instruments (5%), municipal debt instruments (4%), and agency debt instruments (1%) which are priced using daily bid prices. The fair value measurements are provided by a pricing service which uses the market approach with inputs derived from observable market data.

⁽³⁾ Consists of a floating rate loan mutual fund.

Deferred Compensation Plans

The Company has deferred salary agreements with certain executives for which liabilities of $3.9 million and $4.7 million were recorded as of December 31, 2015 and 2014, respectively. The deferred salary agreements include a provision that immediately vests all benefits and provides for a lump‑sum payment upon a change in control of the Company that is followed by a termination of the executive. The Compensation Committee elected to close the deferred salary agreement program to new entrants effective January 1, 2006. In place of the deferred salary agreement program, officers appointed after 2005 participate in the Long‑Term Cash Incentive Plan (see Long‑Term Cash Incentive Plan section within this Note).

The Company maintains a Voluntary Savings Plan (“VSP”), a nonqualified deferred compensation program for the benefit of certain executives of the Company and certain subsidiaries. Eligible employees may defer receipt of a portion of their salary and incentive compensation into the VSP by making an election prior to the beginning of the year in which the salary compensation is payable and, for incentive compensation, by making an election at least six months prior to the end of the performance period to which the incentive relates. The Company credits participants’ accounts with applicable rates of return based on a portfolio selected by the participants from the investments available in the plan. The Company match related to the VSP was suspended beginning January 1, 2010. All deferrals, Company match, and investment earnings are considered part of the general assets of the Company until paid. Accordingly, the consolidated balance sheets reflect the fair value of the aggregate participant balances, based on quoted prices of the mutual fund investments, as both an asset and a liability of the Company. As of December 31, 2015 and 2014, VSP balances of $2.1 million and $3.0 million, respectively, were included in other long‑term assets with a corresponding amount recorded in other long‑term liabilities.

Defined Contribution Plans

The Company and its subsidiaries have various defined contribution 401(k) plans that cover substantially all employees. The plans permit participants to defer a portion of their salary up to a maximum of 69% as determined under Section 401(k) of the IRC. For certain participating subsidiaries, the Company matches 50% of nonunion participant contributions up to the first 6% of annual compensation. The plans also allow for discretionary Company contributions determined annually. The Company’s matching expense for the 401(k) plans totaled $5.5 million, $4.9 million, and $4.5 million for 2015, 2014, and 2013, respectively.

Effective July 1, 2013, participants in the nonunion defined benefit pension plan who were active employees of the Company became eligible for the discretionary defined contribution feature of Company’s nonunion 401(k) and defined contribution plan in which all eligible noncontractual employees hired subsequent to December 31, 2005 also participate. Participants are fully vested in their benefits under the defined contribution plan after three years of service. The Company may make discretionary contributions to the defined contribution plan. In 2015, 2014, and 2013, the Company recognized expense of $9.5 million, $9.0 million and $5.9 million, respectively, related to its contributions to the defined contribution plan.

Cash Long‑Term Incentive Compensation Plan

The Company maintains a performance-based Cash Long-Term Incentive Compensation Plan (“LTIP”) for officers of the Company or its subsidiaries who are not active participants in the deferred salary agreement program. The LTIP incentive, which is generally earned over three years, is based, in part, upon a proportionate weighting of return on capital employed and shareholder returns compared to a peer group, as specifically defined in the plan document. As of December 31, 2015, 2014, and 2013, $6.7 million, $7.6 million, $4.2 million, respectively, were accrued for future payments under the plans.

Other Plans

Other long‑term assets include $45.1million and $44.5 million at December 31, 2015 and 2014, respectively, in cash surrender value of life insurance policies. These policies are intended to provide funding for long‑term nonunion benefit arrangements such as the Company’s SBP and deferred compensation plans. A portion of the Company’s cash surrender value of variable life insurance policies have investments, through separate accounts, in equity and fixed income securities and, therefore, are subject to market volatility. The Company recognized gains associated with changes in the cash surrender value and proceeds from life insurance policies of $0.3 millionduring 2015 and $3.8 million during 2014 and 2013.

Multiemployer Plans

ABF Freight contributes to multiemployer pension and health and welfare plans, which have been established pursuant to the Taft-Hartley Act, to provide benefits for its contractual employees. ABF Freight’s contributions generally are based on the time worked by its contractual employees, in accordance with the ABF NMFA and other related supplemental agreements. As of December 2015, approximately 77% of ABF Freight’s employees were covered under the ABF NMFA. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid. The ABF NMFA and the related supplemental agreements provide for continued contributions to various multiemployer health, welfare, and pension plans maintained for the benefit of ABF Freight’s employees who are members of the IBT. Upon implementation of the ABF NMFA on November 3, 2013, contribution rate increases for the benefits under the collective bargaining agreement were applied retroactively to August 1, 2013. The combined contribution rates for health, welfare, and pension benefits under the ABF NMFA may increase up to $1.00 per hour each August 1 providing that the plans provide evidence that an increase is necessary.

The multiemployer plans to which ABF Freight contributes are jointly‑trusteed (half of the trustees of each plan are selected by the participating employers, the other half by the IBT) and cover collectively-bargained employees of multiple unrelated employers. Due to the inherent nature of multiemployer plans, there are risks associated with participation in these plans that differ from single‑employer plans. Assets received by the plans are not segregated by employer, and contributions made by one employer can be and are used to provide benefits to current and former employees of other employers. If a participating employer in a multiemployer plan no longer contributes to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If a participating employer in a multiemployer pension plan completely withdraws from the plan, it owes to the plan its proportionate share of the plan’s unfunded vested benefits, referred to as a withdrawal liability. A complete withdrawal generally occurs when the employer permanently ceases to have an obligation to contribute to the plan. A withdrawal liability is also owed in the event the employer withdraws from a plan in connection with a mass withdrawal, which generally occurs when all or substantially all employers withdraw from the plan pursuant to an agreement in a relatively short period of time. Were ABF Freight to completely withdraw from certain multiemployer pension plans, whether in connection with a mass withdrawal or otherwise, under current law, the Company would have material liabilities for its share of the unfunded vested liabilities of each such plan.

Pension Plans

The 25 multiemployer pension plans to which ABF Freight contributes vary greatly in size and in funded status. ABF Freight’s contribution obligations to these plans are specified in the ABF NMFA, which will remain in effect through March 31, 2018. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the PPA, which was permanently extended by the Multiemployer Pension Reform Act (the “Reform Act”) included in the Consolidated and Further Continuing Appropriations Act of 2015 that was signed into law on December 16, 2014. Among other things, the PPA requires that “endangered” (generally less than 80% funded and commonly called “yellow zone”) plans adopt “funding improvement plans” and that “critical” (generally less than 65% funded and commonly called “red zone”) plans adopt “rehabilitation plans” that are intended to improve the plan’s funded status over time. Through the term of its current collective bargaining agreement, ABF Freight’s contribution obligations generally will be satisfied by making the specified contributions when due. However, the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for its contractual employees.

The Reform Act includes provisions to address the funding of multiemployer pension plans in “critical and declining” status, including certain of those in which ABF Freight participates. Critical and declining status is applicable to critical status plans that are projected to become insolvent anytime in the current plan year or during the next 14 plan years, or if the plan is projected to become insolvent within the next 19 plan years and either the plan’s ratio of inactive participants to active participants exceeds two to one or the plan’s funded percentage is less than 80%. Provisions of the Reform Act include, among others, providing qualifying plans the ability to self‑correct funding issues, subject to various requirements and restrictions, including applying to the U.S. Department of Treasury (the “Treasury”) for the reduction of certain accrued benefits. Any actions taken by trustees of multiemployer pension plans under the Reform Act to improve funding will not reduce benefit rates ABF Freight is obligated to pay under the ABF NMFA.

Based on the most recent annual funding notices the Company has received, most of which are for plan years ended December 31, 2014, approximately 64% of ABF Freight’s contributions to multiemployer pension plans, including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”) discussed below, were made to plans that were in “critical status” and approximately 3% of ABF Freight’s contributions to multiemployer pension plans were made to plans that were in “endangered status,” each as defined by the PPA. ABF Freight’s participation in multiemployer pension plans is summarized in the table below. The multiemployer pension plans listed separately in the table represent plans that are individually significant to ABF Freight based on the amount of plan contributions. The severity of a plan’s underfunded status was also considered in ABF Freight’s analysis of individually significant funds to be separately disclosed.

Significant multiemployer pension funds and key participation information were as follows:

		Pension		FIP/RP
		Protection Act		Status	Contributions (d)
	EIN/Pension	Zone Status (b)		Pending/	(in thousands)						Surcharge
Legal Name of Plan	Plan Number (a)	2015	2014	Implemented (c)	2015		2014		2013		Imposed (e)
Central States, Southeast and Southwest Areas Pension Plan(1)(2)	36-6044243	Critical and Declining	Red	Implemented(3)	$	77,491	$	74,001	$	70,020	No
Western Conference of Teamsters Pension Plan(2)	91-6145047	Green	Green	No		24,474		23,030		20,601	No
Central Pennsylvania Teamsters Defined Benefit Plan(1)(2)	23-6262789	Green	Green	No		13,147		12,810		12,143	No
I. B. of T. Union Local No. 710 Pension Fund(5)(6)	36-2377656	Green(4)	Green(4)	No		10,020		9,186		10,001	No
All other plans in the aggregate						26,766		25,150		23,468
Total multiemployer pension contributions paid(7)					$	151,898	$	144,177	$	136,233

Table Heading Definitions

^(a) The “EIN/Pension Plan Number” column provides the Federal Employer Identification Number (EIN) and the three‑digit plan number, if applicable.

^(b) Unless otherwise noted, the most recent PPA zone status available in 2015 and 2014 is for the plan’s year‑end status at December 31, 2014 and 2013, respectively. The zone status is based on information ABF Freight received from the plan and was certified by the plan’s actuary. Green zone funds are those that are in neither endangered, critical, or critical and declining status and generally have a funded percentage of at least 80%.

^(c) The “FIP/RP Status Pending/Implemented” column indicates if a funding improvement plan (FIP) or a rehabilitation plan (RP), if applicable, is pending or has been implemented.

^(d) Amounts reflect contributions made by ABF Freight in the respective year and differ from amounts expensed during the year.

^(e) The surcharge column indicates if a surcharge was paid by the employer to the plan.

⁽¹⁾ ABF Freight was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended December 31, 2014 and 2013.

⁽²⁾ Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended December 31, 2014 and 2013.

⁽³⁾ Adopted a rehabilitation plan effective March 25, 2008 as updated. Utilized amortization extension effective December 31, 2003.

⁽⁴⁾ PPA zone status relates to plan years February 1, 2014 – January 31, 2015 and February 1, 2013 – January 31, 2014.

⁽⁵⁾ ABF Freight was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended January 31, 2015 and 2014.

⁽⁶⁾ Information for this fund was obtained from the annual funding notice, other notices received from the plan, and the Form 5500 filed for the plan years ended January 31, 2015 and January 31, 2014.

⁽⁷⁾ Contribution levels can be impacted by several factors such as changes in business levels and the related time worked by contractual employees, contractual rate increases for pension benefits, and the specific funding structure, which differs among funds. The pension contribution rate for contractual employees increased an average of 2.0% effective primarily on August 1, 2015, 2014, and 2013. The Supplemental Negotiating Committee for the Central States Pension Plan approved no pension contribution increase effective August 1, 2015, 2014, and 2013. The Supplemental Negotiating Committee for the Western Conference of Teamsters Pension Plan approved no pension increase effective August 1, 2015, 2014, and 2013. The year‑over‑year changes in multiemployer pension plan contributions presented above were also influenced by changes in ABF Freight’s business levels.

For 2015, 2014, and 2013, 50% to 60% of ABF Freight’s multiemployer pension contributions were made to the Central States Pension Plan. The funded percentage of the Central States Pension Fund, as set forth in information provided by the Central States Plan, was 47.9%,  48.4%, and 47.6% as of January 1, 2015, 2014, and 2013, respectively. In 2005, the IRS granted an extension of the period of time over which the Central States Pension Plan amortizes unfunded liabilities by ten years subject to the condition that a targeted funding ratio will be maintained by the plan. Based on information currently available to the Company, the Central States Pension Plan has not received notice of revocation of the ten‑year amortization extension granted by the IRS. In the unlikely event that the IRS were to revoke the extension, the revocation would apply retroactively to the 2004 plan year, which would result in a material liability for ABF Freight’s share of the resulting funded deficiency, the extent of which is currently unknown to the Company. The Company believes that the occurrence of a revocation that would require recognition of liabilities for ABF Freight’s share of a funded deficiency is remote.

In September 2015, the Central States Pension Plan filed an application with the Treasury seeking approval under the Reform Act for a pension rescue plan, which includes benefit reductions for participants in the Central States Pension Plan in an attempt to avoid the insolvency of the plan that otherwise is projected to occur. The proposed benefit reductions in the pension rescue plan, which are subject to various requirements and restrictions, vary depending on participants’ age, retirement status, years of credited service, and whether the participants’ current or former employer that withdrew from the multiemployer pension plan either failed to pay their full employer withdrawal obligations or paid their full employer withdrawal liability but guaranteed protection of the participants’ benefits. If the Treasury approves the proposed pension rescue plan, participants of the Central States Pension Plan will have an opportunity to vote on whether the plan should be implemented; however, by law, the Treasury can override a negative participant vote and order that the pension rescue plan be implemented or modified. If approved, the pension rescue plan is expected to be implemented in July 2016 based on the application filing date. As previously disclosed, the implementation of the rescue plan sought by the Central States Pension Plan would not reduce the benefit rates ABF Freight is obligated to pay under the ABF NMFA.

ABF Freight received a Notice of Insolvency from the Road Carriers Local 707 Pension Fund (the “707 Pension Fund”) for the plan year beginning February 1, 2016. Approximately 1% of ABF Freight’s total multiemployer pension contributions for the year ended December 31, 2015 were made to the 707 Pension Fund. Based on currently available information, the Company does not believe the insolvency of the 707 Pension Fund will increase ABF Freight’s contributions to that fund during the current ABF NMFA contract period, which extends to March 31, 2018; however, there can be no assurance in this regard. ABF Freight has not received any other notification of plan reorganization or plan insolvency with respect to any multiemployer pension plan to which it contributes.

Health and Welfare Plans

ABF Freight contributes to 43 multiemployer health and welfare plans which provide health care benefits for active employees and retirees covered under ABF Freight’s labor agreements. ABF Freight’s contributions to multiemployer health and welfare plans totaled $144.7million, $130.5 million, and $118.0 million, for the year ended December 31, 2015, 2014, and 2013, respectively. The contribution rate for health and welfare benefits increased by an average of 5.4% primarily on August 1, 2015 and 2014 and an average of 7.6% primarily on August 1, 2013 under ABF Freight’s collective bargaining agreement with the IBT. Other than changes to contribution rates and variances in rates and time worked, there have been no other significant items that affect the comparability of the Company’s 2015, 2014, and 2013 multiemployer health and welfare contributions.