EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2023

POSTRETIREMENT BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

NOTE K – EMPLOYEE BENEFIT PLANS

Supplemental Benefit and Postretirement Health Benefit Plans

The Company has an unfunded supplemental benefit plan (the “SBP”) which was designed to supplement benefits under the Company’s legacy nonunion defined benefit pension plan (for which plan termination and liquidation was completed in 2019) for designated executive officers. The SBP was closed to new entrants, and a cap was placed on the maximum payment per participant 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. The SBP did not incur pension settlement expense in 2023, 2022, or 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. New entrants have not been added to the postretirement health benefit plan since January 1, 2017.

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:

	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2023		2022		2023		2022
	(in thousands)
Change in benefit obligations
Benefit obligations, beginning of year	$	338	$	381	$	12,534	$	16,992
Service cost		—		—		78		156
Interest cost		16		7		599		441
Actuarial (gain) loss (1)		4		(50)		1,137		(4,392)
Benefits paid		—		—		(680)		(663)
Benefit obligations, end of year		358		338		13,668		12,534
Change in plan assets
Fair value of plan asset, beginning of year		—		—		—		—
Employer contributions		—		—		680		663
Benefits paid		—		—		(680)		(663)
Fair value of plan assets, end of year		—		—		—		—
Funded status at period end	$	(358)	$	(338)	$	(13,668)	$	(12,534)
Accumulated benefit obligation	$	358	$	338	$	13,668	$	12,534

(1) The actuarial losses on the SBP and postretirement health benefit plan for 2023 were primarily related to decreases in the discount rates used to remeasure the plans’ obligations at December 31, 2023 versus the prior year, and the actuarial gains for 2022 were primarily related to increases in the discount rates used in the remeasurement at December 31, 2022.

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

	Supplemental				Postretirement
	Benefit Plan				Health Benefit Plan
	2023		2022		2023		2022
Current portion of pension and postretirement liabilities	$	—	$	—	$	(707)	$	(676)
Pension and postretirement liabilities, less current portion		(358)		(338)		(12,961)		(11,858)
Liabilities recognized	$	(358)	$	(338)	$	(13,668)	$	(12,534)

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:

	Supplemental						Postretirement
	Benefit Plan						Health Benefit Plan
	2023		2022		2021		2023		2022		2021
	(in thousands)
Service cost	$	—	$	—	$	—	$	78	$	156	$	192
Interest cost		16		7		4		599		441		427
Amortization of net actuarial (gain) loss(1)		(4)		8		9		(1,326)		(765)		(548)
Net periodic benefit cost (credit)	$	12	$	15	$	13	$	(649)	$	(168)	$	71

(1) 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.

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
	2023		2022		2023		2022
Unrecognized net actuarial gain	$	(9)	$	(18)	$	(6,806)	$	(9,269)

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
	2023		2022		2023		2022
Discount rate	4.3	%	4.6	%	4.8	%	5.0	%

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:

	Supplemental						Postretirement
	Benefit Plan						Health Benefit Plan
	2023		2022		2021		2023		2022		2021
Discount rate	4.6	%	1.8	%	1.1	%	5.0	%	2.7	%	2.3	%

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

	2023		2022
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	2035		2034

(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, 2023 and 2022 are for 2025 and 2024, 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, 2023 are as follows:

	Supplemental		Postretirement
	Benefit		Health
	Plan		Benefit Plan
2024	$	—	$	707
2025	$	—	$	744
2026	$	—	$	747
2027	$	—	$	754
2028	$	424	$	761
2029-2033	$	—	$	3,836

Deferred Compensation Plans

The Company has deferred salary agreements with certain executives for which liabilities of $1.1 million and $1.3 million were recorded as of December 31, 2023 and 2022, 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, 2023 and 2022, VSP balances of $4.6 million and $4.0 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 $7.1 million, $9.4 million, and $7.7 million for 2023, 2022, and 2021, respectively. The plans also allow for discretionary 401(k) Company contributions determined annually. The Company recognized expense of $13.1 million, $19.1 million, and $16.8 million in 2023, 2022, and 2021, respectively, related to its discretionary contributions to the nonunion defined contribution 401(k) plans. Discretionary contribution expense was higher in 2022, primarily due to an increase in discretionary contribution rate based on the Company’s higher operating results for the year. 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, 2023, 2022, and 2021, $26.3 million, $29.5 million, $28.3 million, respectively, were accrued for future payments under the plans.

Other Plans

Other long-term assets include $48.5 million and $54.7 million at December 31, 2023 and 2022, 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 $4.6 million for 2023, a loss of $2.7 million 2022, and a gain of $4.1 million for 2021, 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 Labor Management Relations Act of 1947 (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 2023 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. Contributions to these plans are based generally on the time worked by ABF Freight’s contractual employees, at rates specified in the 2023 ABF NMFA, which will remain in effect through June 30, 2028. 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 of 2014 (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 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 2023 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. Certain multiemployer pension plans to which ABF Freight contributes, including the Central States, Southeast and Southwest Areas Pension Plan (the “Central States Pension Plan”), have applied for or received funds under the SFA Program which could allow them to avoid insolvency and improve their funded status. Under the American Rescue Plan Act and in accordance with regulations of the PBGC, the plans receiving funding under the SFA Program are not permitted to reduce employer contributions to their funds. The Company will continue to evaluate the impact of the assistance provided by the SFA Program on ABF Freight’s multiemployer pension plan contributions. Through the term of the 2023 ABF NMFA, 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.

Based on the most recent funding information the Company has received, approximately 6% of ABF Freight’s multiemployer pension plan contributions for the year ended December 31, 2023 were made to plans that are in “critical and declining status;” approximately 53% were made to plans that are in “critical status,” including the Central States Pension Plan discussed below; and no contributions 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 Central States Pension Plan is the only fund individually listed in the table which received financial assistance from the SFA Program. The severity of a plan’s underfunded status

considered in the analysis of individually significant funds to be separately disclosed was after the financial assistance from the SFA Program.

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)	2023	2022	Implemented(c)	2023		2022		2021		Imposed(e)
Central States, Southeast and Southwest Areas Pension Plan(1)(2)	36-6044243	Critical	Critical and Declining	Implemented(3)	$	77,708	$	75,306	$	71,045	No
Western Conference of Teamsters Pension Plan(4)	91-6145047	Green	Green	No		29,540		28,051		25,861	No
Central Pennsylvania Teamsters Defined Benefit Plan(1)(4)	23-6262789	Green	Green	No		15,540		14,421		13,931	No
I. B. of T. Union Local No. 710 Pension Fund(5)(6)	36-2377656	Green(7)	Green(7)	No		10,676		9,838		9,553	No
New England Teamsters Pension Fund(8)(9)	04-6372430	Critical and Declining(10)	Critical and Declining(10)	Implemented(11)		4,636		4,449		4,357	No
All other plans in the aggregate						24,384		22,493		22,146
Total multiemployer pension contributions paid(12)					$	162,484	$	154,558	$	146,893

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 2023 and 2022 is for the plan’s year-end status at December 31, 2022 and 2021, 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.

Table Footnotes

(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, 2022 and 2021.

(2) Information for this fund was obtained from the 2022 annual funding notice, other notices received from the plan such as the 2023 notice of critical status, and the Form 5500 filed for the plan years ended December 31, 2022 and 2021.

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

(4) 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, 2022 and 2021.

(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, 2023.

(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, 2023 and 2022.

(7) PPA zone status relates to plan years February 1, 2022 – January 31, 2023 and February 1, 2021 – January 31, 2022.

(8) Contributions include $1.6 million each year for 2023, 2022, and 2021, 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 remaining period of 18 years.

(9) 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, 2022 and 2021.

(10) PPA zone status relates to plan years October 1, 2022 – September 30, 2023 and October 1, 2021 – September 30, 2022.

(11) Adopted a rehabilitation plan effective January 1, 2009. The plan has been subsequently reviewed and restated effective January 1, 2023.

(12) 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 current and prior collective bargaining agreements 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 shipment levels.

For 2023, 2022, and 2021, 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 14.5%, and 17.1% as of January 1, 2022 and 2021, respectively. ABF Freight received a Notice of Critical Status for the Central States Pension Plan dated March 31, 2023, in which the plan’s actuary certified that, as of January 1, 2023 the approximate funding percentage was 97.5%; however, the plan is deemed to be in critical status through 2051 due to the receipt of funding from the SFA Program in January 2023. The plan announced that the SFA Program funding will allow the Central States Pension Plan to avoid insolvency in 2025 and to reach full funding over time.

The funding notices for the 2022 plan year for the Western Pennsylvania Teamsters and Employers Pension Fund, the New York State Teamsters Conference Pension and Retirement Fund, and the Trucking Employees of North Jersey Welfare Fund, Inc. – Pension Fund reflected the reinstatement of benefits previously suspended due to the significantly improved status of each fund due to the funding provided by the SFA Program; however, these funds will be deemed to be in critical status through the end of 2051. 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; however, this fund received SFA Program funding during 2022. Approximately 1% to 2% of ABF Freight’s total multiemployer pension contributions for the year ended December 31, 2023 were made to each of these funds.

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 $215.6 million, $194.4 million, and $176.2 million, for the year ended December 31, 2023, 2022, and 2021, respectively. The benefit contribution rate for health and welfare benefits increased by an average of approximately 5.7% on August 1, 2023 under ABF Freight’s current collective bargaining agreement with IBT ratified in 2023 and 4.3% on both August 1, 2022 and 2021 under ABF Freight’s prior collective bargaining agreement with the IBT ratified in 2018.

Higher benefit contribution rates following the 2023 ABF NMFA ratification and more hours worked to maintain capacity in the first half of the year and to service higher business levels in the second half of the year, resulted in an increase in contributions to health and welfare plans in 2023, compared to 2022. In 2022, more hours worked by ABF Freight’s contractual employees, as well as the hiring of additional contractual employees to service higher shipment levels resulted in an increase in contributions to multiemployer health and welfare plans in 2022, compared to 2021. 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 2023, 2022, and 2021 multiemployer health and welfare plan contributions.