Note 11 – Employee Benefit Plans

Pension Benefit Plan

We maintain a defined benefit pension plan covering employees in certain foreign countries.

The pension benefit plan obligations and funded status at December 31, 2016 and 2015, are as follows:

(In thousands)	2016			2015
Change in projected benefit obligation:
Projected benefit obligation at beginning of period	$	(26,851	)	$	(30,507	)
Service cost		(1,211	)		(1,314	)
Interest cost		(720	)		(615	)
Actuarial gain (loss) - experience		431			247
Actuarial gain (loss) - assumptions		(2,628	)		2,078
Benefit payments		52			81
Effects of foreign currency exchange rate changes		916			3,179
Projected benefit obligation at end of period		(30,011	)		(26,851	)
Change in plan assets:
Fair value of plan assets at beginning of period		19,213			20,338
Actual return on plan assets		1,494			988
Effects of foreign currency exchange rate changes		(662	)		(2,113	)
Fair value of plan assets at end of period		20,045			19,213
Funded (unfunded) status at end of period	$	(9,966	)	$	(7,638	)

The accumulated benefit obligation was $28.7 million and $25.1 million at December 31, 2016 and 2015, respectively. The increase in the accumulated benefit obligation and the change in actuarial gain (loss) is primarily attributable to a decrease in the discount rate used in 2016 to determine the accumulated benefit obligation.

The net amounts recognized in the balance sheet for the unfunded pension liability as of December 31, 2016 and 2015 are as follows:

(In thousands)	2016			2015
Current liability	$	—		$	—
Non-current liability		(9,966	)		(7,638	)
Total	$	(9,966	)	$	(7,638	)

The components of net periodic pension cost and amounts recognized in other comprehensive income for the years ended December 31, 2016, 2015 and 2014 are as follows:

(In thousands)	2016			2015			2014
Net periodic benefit cost:
Service cost	$	1,211		$	1,314		$	1,189
Interest cost		720			615			836
Expected return on plan assets		(1,057	)		(1,011	)		(1,086	)
Amortization of actuarial losses		175			407			—
Net periodic benefit cost		1,049			1,325			939
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net actuarial (gain) loss		1,782			(2,303	)		7,052
Amortization of actuarial losses		(156	)		(396	)		—
Amount recognized in other comprehensive income		1,626			(2,699	)		7,052
Total recognized in net periodic benefit cost and other comprehensive income	$	2,675		$	(1,374	)	$	7,991

The amounts recognized in accumulated other comprehensive income as of December 31, 2016 and 2015 are as follows:

(In thousands)		2016				2015
Net actuarial loss		$	6,871			$	5,245

The defined benefit pension plan is accounted for on an actuarial basis, which requires the selection of various assumptions, including an expected rate of return on plan assets and a discount rate. The expected return on our German plan assets that is utilized in determining the benefit obligation and net periodic benefit cost is derived from periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks using standard deviations and correlations of returns among the asset classes that comprise the plans' asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return.

Another key assumption in determining net pension expense is the assumed discount rate to be used to discount plan obligations. The discount rate has been derived from the returns of high-quality, corporate bonds denominated in Euro currency with durations close to the duration of our pension obligations.

The weighted-average assumptions that were used to determine the net periodic benefit cost for the years ended December 31, 2016, 2015 and 2014 are as follows:

	2016			2015			2014
Discount rates		2.64	%		2.20	%		3.70	%
Rate of compensation increase		2.00	%		2.25	%		2.25	%
Expected long-term rates of return		5.40	%		5.40	%		5.40	%

The weighted-average assumptions that were used to determine the benefit obligation at December 31, 2016 and 2015:

	2016			2015
Discount rates		1.90	%		2.64	%
Rate of compensation increase		2.00	%		2.25	%

Actuarial gains and losses are recorded in accumulated other comprehensive income. To the extent unamortized gains and losses exceed 10% of the higher of the market-related value of assets or the projected benefit obligation, the excess is amortized as a component of net periodic pension cost over the remaining service period of active participants. We estimate that $0.3 million will be amortized from accumulated other comprehensive income into net periodic pension cost in 2017 for the net actuarial loss.

We do not anticipate making a contribution to this pension plan in 2017. The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid to participants:

(In thousands)
2017	$	348
2018		515
2019		699
2020		964
2021		1,079
2022 – 2026		5,156
Total	$	8,761

We have categorized our cash equivalents and our investments held at fair value into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique for the cash equivalents and investments as follows: Level 1 - Values based on unadjusted quoted prices for identical assets or liabilities in an active market; Level 2 - Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly; Level 3 - Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs include information supplied by investees.

	Fair Value Measurements at December 31, 2016 Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	6	$	6	$	—	$	—
Available-for-sale securities
Bond funds:
Corporate bonds		12,546		12,546		—		—
Government bonds		2,037		2,037		—		—
Equity funds:
Large cap blend		4,462		4,462		—		—
Large cap value		249		249		—		—
Balanced fund		745		745		—		—
Available-for-sale securities		20,039		20,039		—		—
Total	$	20,045	$	20,045	$	—	$	—

	Fair Value Measurements at December 31, 2015 Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	3	$	3	$	—	$	—
Available-for-sale securities
Bond funds:
Corporate bonds		11,633		11,633		—		—
Government bonds		1,960		1,960		—		—
Equity funds:
Large cap blend		4,604		4,604		—		—
Large cap value		258		258		—		—
Balanced fund		755		755		—		—
Available-for-sale securities		19,210		19,210		—		—
Total	$	19,213	$	19,213	$	—	$	—

Our investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefits earned by participants, and consider a broad range of economic conditions. Central to the policy are target allocation ranges by asset class, which is currently 75% for bond funds and 25% for equity funds.

The objectives of the target allocations are to maintain investment portfolios that diversify risk through prudent asset allocation parameters, achieve asset returns that meet or exceed the plans’ actuarial assumptions, and achieve asset returns that are competitive with like institutions employing similar investment strategies.

The investment policy is periodically reviewed by us and a designated third-party fiduciary for investment matters. The policy is established and administered in a manner that is compliant at all times with applicable government regulations.

401(k) Savings Plan

We maintain the ADTRAN, Inc. 401(k) Retirement Plan (Savings Plan) for the benefit of our eligible employees. The Savings Plan is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (Code), and is intended to be a “safe harbor” 401(k) plan under Code Section 401(k)(12). The Savings Plan allows employees to save for retirement by contributing part of their compensation to the plan on a tax-deferred basis. The Savings Plan also requires us to contribute a “safe harbor” amount each year. We match up to 4% of employee contributions (100% of an employee’s first 3% of contributions and 50% of their next 2% of contributions), beginning on the employee’s one year anniversary date. In calculating our matching contribution, we only use compensation up to the statutory maximum under the Code ($265 thousand for 2016). All contributions under the Savings Plan are 100% vested. Expenses recorded for employer contributions and plan administration costs for the Savings Plan amounted to approximately $4.1 million, $4.7 million and $4.5 million in 2016, 2015 and 2014, respectively.

Deferred Compensation Plans

We maintain four deferred compensation programs for certain executive management employees and our Board of Directors.

For our executive management employees, the ADTRAN, Inc. Deferred Compensation Program for Employees is offered as a supplement to our tax-qualified 401(k) plan and is available to certain executive management employees who have been designated by our Board of Directors. This deferred compensation plan allows participants to defer all or a portion of certain specified bonuses and up to 25% of remaining cash compensation, and permits us to make matching contributions on a discretionary basis, without the limitations that apply to the 401(k) plan. To date, we have not made any matching contributions under this plan. We also maintain the ADTRAN, Inc. Equity Deferral Program for Employees. Under this plan, participants may elect to defer all or a portion of their vested PSUs to the Plan. Such deferrals shall continue to be held and deemed to be invested in shares of ADTRAN stock unless and until the amounts are distributed or such deferrals are moved to another deemed investment pursuant to an election made by the Participant.

For our Board of Directors, we maintain the ADTRAN, Inc. Deferred Compensation Program for Directors. This program allows our Board of Directors to defer all or a portion of monetary remuneration paid to the Director, including, but not limited to, meeting fees and annual retainers. We also maintain the ADTRAN, Inc. Equity Deferral Program for Directors. Under this plan, participants may elect to defer all or a portion of their vested restricted stock awards. Such deferrals shall continue to be held and deemed to be invested in shares of ADTRAN stock unless and until the amounts are distributed or such deferrals are moved to another deemed investment pursuant to an election made by the Director.

We have set aside the plan assets for all plans in a rabbi trust (Trust) and all contributions are credited to bookkeeping accounts for the participants. The Trust assets are subject to the claims of our creditors in the event of bankruptcy or insolvency. The assets of the Trust are deemed to be invested in pre-approved mutual funds as directed by each participant, and the participant’s bookkeeping account is credited with the earnings and losses attributable to those investments. Benefits are scheduled to be distributed six months after termination of employment in a single lump sum payment or annual installments paid over a three or ten year term. Distributions will be made on a pro rata basis from each of the hypothetical investments of the Participant’s account in cash. Any whole shares of ADTRAN, Inc. common stock that are distributed will be distributed in-kind.

Assets of the Trust are deemed invested in mutual funds that cover an investment spectrum ranging from equities to money market instruments. These mutual funds are publicly quoted and reported at fair value. The fair value of the assets held by the Trust and the amounts payable to the plan participants at December 31, 2016 and 2015 are as follows:

(In thousands)	2016		2015
Fair Value of Plan Assets
Long-term Investments	$	14,596	$	12,834
Total Fair Value of Plan Assets	$	14,596	$	12,834
Amounts Payable to Plan Participants
Non-current Liabilities	$	14,596	$	12,834
Total Amounts Payable to Plan Participants	$	14,596	$	12,834

Interest and dividend income of the Trust have been included in interest and dividend income in the accompanying 2016, 2015 and 2014 Consolidated Statements of Income. Changes in the fair value of the plan assets held by the Trust have been included in accumulated other comprehensive income in the accompanying 2016 and 2015 Consolidated Balance Sheets. Changes in the fair value of the deferred compensation liability are included as selling, general and administrative expense in the accompanying 2016, 2015 and 2014 Consolidated Statements of Income. Based on the changes in the total fair value of the Trust’s assets, we recorded deferred compensation income (expense) in 2016, 2015 and 2014 of $(1.3) million, $0.3 million and $(0.7) million, respectively.

Retiree Medical Coverage

We provide medical, dental and prescription drug coverage to one retired former officer and his spouse, for his life, on the same terms as provided to our active officers, and to the spouse of a former deceased officer for up to 30 years. At December 31, 2016 and 2015, this liability totaled $0.2 million.