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

The Company had a noncontributory defined benefit pension plan covering substantially all noncontractual employees hired before January 1, 2006. 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.

In November 2017, an amendment was executed to terminate the nonunion defined benefit pension plan with a termination date of December 31, 2017. In September 2018, the plan received a favorable determination letter from the IRS regarding qualification of the plan termination. The plan distributed immediate lump sum benefit payments related to the plan termination in 2018 and 2019. The plan purchased a nonparticipating annuity contract from an insurance company during 2019 to settle the pension obligation related to the vested benefits of plan participants and beneficiaries who were either receiving monthly benefit payments at the time of the contract purchase or who did not elect to receive a lump sum benefit upon plan termination. The remaining benefit obligation for the vested benefits of plan participants who could not be located for payment was transferred to the Pension Benefit Guaranty Corporation (the “PBGC”). Termination of the nonunion defined benefit plan was completed in 2019 and the plan was liquidated as of December 31, 2019.

The Company recognized pension settlement expense as a component of net periodic benefit cost in 2019 related to lump-sum benefit distributions, the nonparticipating annuity contract purchase, and the transfer of the remaining benefit obligation to the PBGC. The pension settlement expense amounts are presented in the tables within this Note. In 2019, an additional $4.0 million pension termination expense (with no tax benefit) was recorded with pension settlement expense in the “Other, net” line of other income (costs) in the consolidated statements of operations. This noncash charge was related to an amount which was stranded in accumulated other comprehensive loss until the nonunion defined benefit pension obligation was settled upon plan termination. The stranded amount originally related to a previous valuation allowance on deferred tax assets for nonunion defined benefit pension liabilities.

The Company has an unfunded supplemental benefit plan (the “SBP”) which was designed to supplement benefits under the Company’s nonunion defined benefit pension plan for designated executive officers. The SBP was closed to new entrants, and a cap was closed 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 accrual of benefits for remaining participants under the SBP was frozen. 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 2020 and 2019 related to lump-sum SBP benefit distributions. The SBP did not incur pension settlement expense in 2021.

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 was amortized over approximately nine years. The prior service credit was fully amortized as of December 31, 2020.

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:

(1)

The actuarial gain on the postretirement health benefit plan for 2021 and 2020 is primarily related to the impact of actuarial assumptions on the valuation of plan costs. For 2021, these actuarial assumptions include an increase in the discount rate used to remeasure the plan obligation at December 31, 2021 versus December 31, 2020 and lower actual healthcare premium costs versus the assumed trend rates. For 2020, these actuarial assumptions include lower health care cost trend rates, partially offset by a decrease in the discount rate used to remeasure the plan obligation at December 31, 2020 versus December 31, 2019.

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


	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2021		2020		2021		2020

Current portion of pension and postretirement liabilities	$	—	$	—	$	(640)	$	(588)
Pension and postretirement liabilities, less current portion		(381)		(392)		(16,352)		(18,163)
Liabilities recognized	$	(381)	$	(392)	$	(16,992)	$	(18,751)

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
	2021		2020		2019		2021		2020		2019		2021		2020		2019

	(in thousands)
Service cost	$	—	$	—	$	—	$	—	$	—	$	—	$	192	$	187	$	320
Interest cost		—		—		624		4		9		39		427		576		1,212
Expected return on plan assets		—		—		(31)		—		—		—		—		—		—
Amortization of prior service credit		—		—		—		—		—		—		—		(1)		(33)
Pension settlement expense⁽¹⁾		—		—		4,164		—		89		370		—		—		—
Amortization of net actuarial (gain) loss⁽²⁾		—		—		260		9		8		95		(548)		(597)		898
Net periodic benefit cost	$	—	$	—	$	5,017	$	13	$	106	$	504	$	71	$	165	$	2,397

(1)	For 2019, the presentation of pension settlement expense excludes a $4.0 million noncash pension termination expense which is further described within this Note.

(2)	The Company amortizes actuarial gains and 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
	2021		2020		2019⁽¹⁾		2021		2020⁽²⁾		2019⁽³⁾

	(in thousands, except per share data)
Pension settlement distributions	$	—	$	—	$	33,938	$	—	$	2,887	$	937
Pension settlement expense, pre-tax⁽⁴⁾	$	—	$	—	$	4,164	$	—	$	89	$	370
Pension settlement expense per diluted share, net of taxes	$	—	$	—	$	0.12	$	—	$	—	$	0.01

(1)

Pension settlement distributions for 2019 represent $18.4 million of lump-sum benefit distributions, including participant-elected distributions associated with the plan’s termination, a $14.0 million nonparticipating annuity contract purchase, and a $1.5 million transfer of benefit obligations to the PBGC.

(2)	The 2020 SBP distributions include the portion of a benefit related to an officer retirement that occurred in 2019 which was delayed for six months after retirement in accordance with IRC Section 409A.

(3)	The 2019 SBP distribution excludes the portion of the benefit related to an officer retirement which was delayed for six months after retirement in accordance with IRC Section 409A. The pension settlement expense related to the delayed distribution was recognized in 2019.

(4)	For 2019, the presentation of pension settlement expense excludes a $4.0 million noncash pension termination expense which is further described within this Note.

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:


	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2021		2020		2021		2020

Unrecognized net actuarial (gain) loss	$	40	$	64	$	(5,642)	$	(4,454)

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:


	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2021		2020		2021		2020
Discount rate	1.8	%	1.1	%	2.7	%	2.3	%

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

2021

2020

2019⁽¹⁾

2021

2020

2019

2021

2020

2019

Discount rate

N/A

N/A

3.9

1.1

2.4

3.6

2.3

3.1

4.2

Expected return on plan assets

N/A

N/A

1.4

N/A

N/A

N/A

N/A

(1)

The discount rate presented was used to determine the first quarter 2019 expense, and the short-term discount rate established upon quarterly settlements in 2019 of 3.8% and 3.7%, was used to calculate the expense for the second and third quarter of 2019, respectively. The expected return on plan assets presented was used to determine nonunion pension expense for first quarter 2019, and no expected return on plan assets was assumed for the second and third quarters of 2019.

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



	2021		2020
Health care cost trend rate assumed for next year⁽¹⁾	7.0	%	7.0	%
Rate to which the cost trend rate is assumed to decline	4.5	%	4.5	%
Year that the rate reaches the cost trend assumed rate	2033		2032

(1)

At each December 31 measurement date, health care cost rates for the following year are based on known premiums for the fully-insured postretirement health benefit plan. Therefore, the first year of assumed health care cost trend rates presented as of December 31, 2021 and 2020 are for 2023 and 2022, respectively.

Estimated future benefit payments from the Company’s SBP and postretirement health benefit plans, which reflect expected future service as appropriate, as of December 31, 2021 are as follows:


	Supplemental		Postretirement
	Benefit		Health
	Plan		Benefit Plan

2022	$	—	$	640
2023	$	—	$	633
2024	$	—	$	584
2025	$	—	$	605
2026	$	—	$	642
2027-2031	$	424	$	3,522

Deferred Compensation Plans

The Company has deferred salary agreements with certain executives for which liabilities of $1.5 million and $1.8 million were recorded as of December 31, 2021 and 2020, 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 deferred salary agreement program was closed to new entrants effective January 1, 2006. In place of the deferred salary agreement program, officers appointed after 2005 participate in the Long-Term Incentive Plan (see Long-Term Incentive Compensation 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, 2021 and 2020, VSP balances of $3.8 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 defined contribution 401(k) plans that cover substantially all nonunion 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 Company’s matching expense for the nonunion 401(k) plans totaled $7.7 million, $4.6 million, and $6.8 million for 2021, 2020, and 2019, respectively. The Company’s matching expense for 2020 was impacted by the cost reduction actions implemented in April 2020 in response to the COVID-19 pandemic, which included suspension of the employer match on the nonunion 401(k) plans for the second quarter of 2020. The plans also allow for discretionary 401(k) Company contributions determined annually. The Company recognized expense of $16.8 million, $12.6 million, and $10.9 million in 2021, 2020, and 2019, respectively, related to its discretionary contributions to the nonunion defined contribution 401(k) plans. The increase in expense for 2021 is primarily related to

a higher discretionary contribution rate, compared to 2020. Participants are fully vested in the Company’s contributions under the defined contribution 401(k) plans after three years of service.

Long-Term Incentive Compensation Plan

The Company maintains a performance-based Long-Term Incentive Compensation Plan (“LTIP”) for certain officers of the Company or its subsidiaries. The LTIP incentive, which is 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, 2021, 2020, and 2019, $28.3 million, $14.2 million, $13.7 million, respectively, were accrued for future payments under the plans.

Other Plans

Other long-term assets include $57.2 million and $55.7 million at December 31, 2021 and 2020, respectively, in the cash surrender value of life insurance policies. These policies are intended to provide funding for certain of the Company’s long-term nonunion benefit 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 a gain of $4.1 million, $2.3 million, and $3.7 million for 2021, 2020, and 2019, respectively, associated with changes in the cash surrender value and proceeds from life insurance policies.

Multiemployer Plans

ABF Freight System, Inc. and certain other subsidiaries reported in the Company’s Asset-Based operating segment (“ABF Freight”) contribute 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 2018 ABF NMFA and other related supplemental agreements. ABF Freight recognizes as expense the contractually required contributions for each period and recognizes as a liability any contributions due and unpaid.

The multiemployer plans to which ABF Freight primarily 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 pension 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. 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, ABF Freight 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. Contribution obligations to these plans are generally specified in the 2018 ABF NMFA, which will remain in effect through June 30, 2023. The funding obligations to the pension plans are intended to satisfy the requirements imposed by the Pension Protection Act of 2006 (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. 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 ABF Freight’s contractual employees.

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. 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 within 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 Department”) for the reduction of certain accrued benefits.

On March 11, 2021, H.R.1319, the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”) was signed into law. The American Rescue Plan Act includes the Butch Lewis Emergency Pension Plan Relief Act of 2021 (the “Pension Relief Act”). The Pension Relief Act includes provisions to improve funding for multiemployer pension plans, including financial assistance provided through the Pension Benefit Guarantee Corporation (the “PBGC”) to qualifying underfunded plans to secure pension benefits for plan participants. Without the funding to be provided by the Pension Relief Act, many of the multiemployer pension funds to which ABF Freight contributes, including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”), could become insolvent in the near future; however, ABF Freight would continue to be obligated to make contributions to those funds under the terms of the 2018 ABF NMFA.

On July 9, 2021, the PBGC announced an interim final rule implementing a Special Financial Assistance Program (the “SFA Program”) to administer funds to severely underfunded eligible multiemployer pension plans under the Pension Relief Act. The Company is currently evaluating the impact of the assistance to be provided by the SFA Program to the multiemployer pension plans to which ABF Freight contributes. Through the term of the 2018 ABF NMFA, which extends through June 30, 2023, ABF Freight’s multiemployer pension contribution obligations generally will be satisfied by making the specified contributions when due. Future contribution rates will be determined through the negotiation process for contract periods following the term of the current collective bargaining agreement. While the Company cannot determine with any certainty the contributions that will be required under future collective bargaining agreements for ABF Freight’s contractual employees, management believes future contribution rates to multiemployer pension plans may be less likely to increase as a result of the provisions of the Pension Relief Act. If ABF Freight was to completely withdraw from certain multiemployer pension plans, under current law, ABF Freight would have material liabilities for its share of the unfunded vested liabilities of each such plan.

Based on the most recent annual funding notices the Company has received, most of which are for plan year ended December 31, 2020 and prior to financial assistance from the Pension Relief Act, approximately 56% of ABF Freight’s multiemployer pension plan contributions for the year ended December 31, 2021 were made to plans that are in “critical and declining status,” including the Central States Pension Plan discussed below, approximately 4% were made to plans that are in “critical status” but not “critical and declining status,” and approximately 4% were made to plans that are 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 the Asset-Based segment based on the amount of plan contributions. The severity of a plan’s underfunded status, which was prior to financial assistance from the Pension Relief Act, was also considered in the 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)

2021

2020

Implemented ^(c)

2021

2020

2019

Imposed ^(e)

Central States, Southeast and Southwest Areas Pension Plan⁽¹⁾⁽²⁾

36-6044243

Critical and Declining

Implemented⁽³⁾

71,045

68,704

75,803

Western Conference of Teamsters Pension Plan⁽²⁾

91-6145047

Green

25,861

23,633

24,860

Central Pennsylvania Teamsters Defined Benefit Plan⁽¹⁾⁽²⁾

23-6262789

Green

13,931

13,485

13,907

I. B. of T. Union Local No. 710 Pension Fund⁽⁵⁾⁽⁶⁾

36-2377656

Green⁽⁴⁾

9,553

9,885

10,164

New England Teamsters Pension Fund⁽⁷⁾⁽⁸⁾

04-6372430

Critical and Declining⁽⁹⁾

Implemented⁽¹⁰⁾

4,357

4,464

4,802

All other plans in the aggregate

22,146

22,023

24,210

Total multiemployer pension contributions paid⁽¹¹⁾

146,893

142,194

153,746

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 2021 and 2020 is for the plan’s year-end status at December 31, 2020 and 2019, respectively, and prior to financial assistance from the Pension Relief Act. The zone status is based on information 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 in the respective year and differ from amounts expensed during the year.

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

(1)

ABF Freight System, Inc. was listed by the plan as providing more than 5% of the total contributions to the plan for the plan years ended December 31, 2020 and 2019.

(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, 2020 and 2019.

(3)

Adopted a rehabilitation plan effective March 25, 2008 as updated. Utilized amortization extension granted by the IRS effective December 31, 2003.

(4)

PPA zone status relates to plan years February 1, 2020 – January 31, 2021 and February 1, 2019 – January 31, 2020.

(5)

The Company was listed by the plan as providing more than 5% of the total contributions to the plan for the plan year ended January 31, 2020.

(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, 2021 and 2020.

(7)

Contributions include $1.6 million for 2021, 2020, and 2019, respectively, related to the multiemployer pension fund withdrawal liability. ABF Freight’s multiemployer pension plan obligation with the New England Teamsters and Trucking Industry Pension Fund was restructured under a transition agreement effective on August 1, 2018, which triggered a withdrawal liability settlement to satisfy ABF Freight’s existing potential withdrawal liability obligation to the fund. ABF

Freight recognized a one-time charge of $37.9 million (pre-tax) to record the withdrawal liability in second quarter 2018; partially settled the withdrawal liability through the initial lump sum cash payment of $15.1 million made in third quarter 2018; and will settle the remainder with monthly payments over a period of 23 years.

(8)

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 September 30, 2020 and 2019.

(9)

PPA zone status relates to plan years October 1, 2020 – September 30, 2021 and October 1, 2019 – September 30, 2020.

(10)

Adopted a rehabilitation plan effective January 1, 2009.

(11)

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 2018 ABF NMFA and the related supplemental agreements provided for contributions to multiemployer pension plans to be frozen at the current rates for each fund, although certain funds have imposed contribution increases under their rehabilitation or funding improvement plans. The year-over-year changes in multiemployer pension plan contributions presented above were influenced by changes in Asset-Based business levels. Due to the negative impact of the COVID-19 pandemic on tonnage levels, most significantly in the second quarter of 2020, the Company made operational changes in the Asset-Based network in the second and third quarters of 2020, including workforce reductions to better align resources with business levels. The reduction in hours worked by a portion of ABF Freight’s contractual employees contributed to lower contributions to multiemployer pension plans for 2020. An increase in hours worked by ABF Freight’s contractual employees in 2021, as well as additional contractual employees hired primarily in the second half of the year, to service higher shipment levels in response to increased customer demand resulted in an increase in multiemployer pension contributions for 2021, compared to 2020.

For 2021, 2020, and 2019, approximately one half of ABF Freight’s multiemployer pension contributions were made to the Central States Pension Plan. The funded percentages of the Central States Pension Plan, as set forth in information provided by the Central States Pension Plan, were 19.5%, and 24.8% as of January 1, 2020 and 2019, respectively. ABF Freight received a Notice of Critical and Declining Status for the Central States Pension Plan dated March 30, 2021, in which the plan’s actuary certified that, as of January 1, 2021, the plan is in critical and declining status, as defined by the Reform Act. Although the future of the Central States Pension Plan is impacted by a number of factors, without legislative action, the plan is currently projected to become insolvent within 4 years.

Prior to 2020, the Company received notices that a reduction of benefits was authorized by the Treasury Department for the Western Pennsylvania Teamsters and Employers Pension Fund and the New York State Teamsters Conference Pension and Retirement Fund. The Company also previously received notice that the PBGC will provide financial assistance (by paying retiree benefits not to exceed the PBGC guarantee limits) to the Road Carriers Local 707 Pension Fund, which was declared insolvent. Approximately 1% of ABF Freight’s total multiemployer pension contributions for the year ended December 31, 2021 were made to each of these funds. During 2020, the Company received a notice of insolvency for the Trucking Employees of North Jersey Welfare Fund, Inc. – Pension Fund (the “North Jersey Welfare Fund”), to which the PBGC will provide financial assistance by paying retiree benefits not to exceed the PBGC guarantee limits for insolvent multiemployer plans. Approximately 2% of ABF Freight’s total multiemployer pension contributions for the year ended December 31, 2021, were made to the North Jersey Welfare Fund.

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 38 multiemployer health and welfare plans which provide health care benefits for active employees and retirees covered under labor agreements. Contributions to multiemployer health and welfare plans totaled $176.2 million, $163.8 million, and $172.0 million, for the year ended December 31, 2021, 2020, and 2019, respectively. The benefit contribution rate for health and welfare benefits increased by an average of approximately 4.3%, 4.0%, and 3.9% primarily on August 1, 2021, 2020, and 2019, respectively, under the ABF Freight’s collective bargaining agreement with the IBT.

Due to the negative impact of the COVID-19 pandemic on tonnage levels, the Company made operational changes in the Asset-Based network in the second and third quarters of 2020, including workforce reductions to better align resources with business levels. The reduction in hours worked by a portion of ABF Freight’s contractual employees resulted in lower contributions to multiemployer health and welfare plans for 2020. In 2021, more hours worked by ABF Freight’s contractual employees, as well as the hiring of additional contractual employees, primarily during the second half of 2021, to service higher shipment levels in response to increased customer demand resulted in an increase in contributions to multiemployer health and welfare plans in 2021, compared to 2020. Other than changes to benefit contribution rates and

variances in rates and time worked, there have been no other significant items that affect the comparability of the Company’s 2021, 2020, and 2019 multiemployer health and welfare plan contributions.