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Employee Retirement and Profit Sharing Plans (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Retirement and Profit Sharing Plan Expenses

During 2019, 2018 and 2017, our retirement and profit sharing plan expenses were as follows:



	Year Ended December 31
	2019		2018		2017
	(In thousands)
Defined benefit plans	$	9,232	$	5,547	$	6,717
Defined contribution plans	18,239		18,968		19,562
Multiemployer pension and certain union plans	29,045		27,181		29,231
Total	$	56,516	$	51,696	$	55,510

Schedule of Funded Status of Plans

The reconciliation of the beginning and ending balances of the projected benefit obligation and the fair value of plan assets for the years ended December 31, 2019 and 2018, and the funded status of the plans at December 31, 2019 and 2018 are as follows:



	December 31
	2019			2018
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	314,098		$	349,784
Service cost	2,688			2,928
Interest cost	12,335			11,311
Plan amendments	—			—
Actuarial (gain) loss	43,455			(26,820		)
Benefits paid	(24,251		)	(23,105		)
Benefit obligation at end of year	348,325			314,098
Change in plan assets:
Fair value of plan assets at beginning of year	299,208			344,760
Actual return (loss) on plan assets	65,423			(23,276		)
Employer contributions	704			829
Benefits paid	(24,251		)	(23,105		)
Fair value of plan assets at end of year	341,084			299,208
Funded status at end of year	$	(7,241	)	$	(14,890	)

The following table sets forth the funded status of these plans:



	December 31
	2019			2018
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	29,914		$	31,866
Service cost	616			679
Interest cost	1,124			941
Employee contributions	257			316
Actuarial (gain) loss	1,840			(1,959		)
Benefits paid	(1,960		)	(1,929		)
Benefit obligation at end of year	31,791			29,914
Fair value of plan assets at end of year	—			—
Funded status	$	(31,791	)	$	(29,914	)

Schedule of Assumptions Used to Determine Benefit Obligations

A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2019 and 2018 follows:



	December 31
	2019		2018
Weighted average discount rate	3.35	%	4.38	%
Rate of compensation increase	3.70	%	3.70	%

Schedule of Assumptions Used to Determine Net Periodic Benefit Cost

A summary of our key actuarial assumptions used to determine net periodic benefit cost for 2019, 2018 and 2017 follows:



	Year Ended December 31
	2019		2018		2017
Effective discount rate for benefit obligations	4.38	%	3.69	%	4.29	%
Effective rate for interest on benefit obligations	4.04	%	3.32	%	3.56	%
Effective discount rate for service cost	4.46	%	3.79	%	4.51	%
Effective rate for interest on service cost	4.18	%	3.51	%	3.91	%
Expected return on assets	5.50	%	5.25	%	6.25	%
Rate of compensation increase	3.70	%	3.70	%	3.70	%

Schedule of Net Periodic Benefit Cost



	Year Ended December 31
	2019			2018			2017
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	2,688		$	2,928		$	3,007
Interest cost	12,335			11,311			11,709
Expected return on plan assets	(15,984		)	(17,644		)	(19,030		)
Amortizations:
Prior service cost	431			431			706
Unrecognized net loss	9,762			8,521			10,325
Effect of settlement	—			—			—
Net periodic benefit cost	$	9,232		$	5,547		$	6,717



	Year Ended December 31
	2019			2018			2017
	(In thousands)
Components of net periodic benefit cost:
Service and interest cost	$	1,740		$	1,620		$	1,545
Amortizations:
Prior service cost	92			92			92
Unrecognized net (gain) loss	(605		)	(472		)	(457		)
Net periodic benefit cost	$	1,227		$	1,240		$	1,180

Schedule of Pension Plans With an Accumulated Benefit Obligation in Excess of Plan Assets

Pension plans with an accumulated benefit obligation in excess of plan assets follows:



	December 31
	2019		2018
	(In millions)
Projected benefit obligation	$	348.3	$	314.1
Accumulated benefit obligation	345.9		311.7
Fair value of plan assets	341.1		299.2

Schedule of Estimated Pension Plan Benefit Payments to Participants for Next Ten Years

Estimated pension plan benefit payments to participants for the next ten years are as follows:



2020	$	18.7	million
2021	19.2		million
2022	19.8		million
2023	19.9		million
2024	20.3		million
Next five years	102.7		million

Estimated postretirement health care plan benefit payments for the next ten years are as follows:



2020	$	2.5	million
2021	2.3		million
2022	2.2		million
2023	2.2		million
2024	2.2		million
Next five years	10.9		million

Schedule of Fair Values by Category of Inputs

The fair values by category of inputs as of December 31, 2019 were as follows (in thousands):



	Fair Value as of December 31, 2019		Level 1		Level 2		Level 3
Equity Securities:
Common Stock	$	426	$	426	$	—	$	—
Index Funds:
U.S. Equities(a)	100,762		—		100,762		—
Equity Funds(b)	6,701		—		6,701		—
Total Equity Securities	107,889		426		107,463		—
Fixed Income:
Bond Funds(c)	228,652		—		228,652		—
Diversified Funds(d)	2,620		—		—		2,620
Total Fixed Income	231,272		—		228,652		2,620
Cash Equivalents:
Short-term Investment Funds(e)	1,923		—		1,923		—
Total Cash Equivalents	1,923		—		1,923		—
Total	$	341,084	$	426	$	338,038	$	2,620


(a)	Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index.


(b)	Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks.


(c)	Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities.


(d)	Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities.


(e)	Investment is comprised of high grade money market instruments with short-term maturities and high liquidity.

The fair values by category of inputs as of December 31, 2018 were as follows (in thousands):



	Fair Value as of December 31, 2018		Level 1		Level 2		Level 3
Equity Securities:
Common Stock	$	299	$	299	$	—	$	—
Index Funds:
U.S. Equities(a)	84,693		—		84,693		—
Equity Funds(b)	5,924		—		5,924		—
Total Equity Securities	90,916		299		90,617		—
Fixed Income:
Bond Funds(c)	203,640		—		203,640		—
Diversified Funds(d)	2,712		—		—		2,712
Total Fixed Income	206,352		—		203,640		2,712
Cash Equivalents:
Short-term Investment Funds(e)	1,940		—		1,940		—
Total Cash Equivalents	1,940		—		1,940		—
Total	$	299,208	$	299	$	296,197	$	2,712


(a)	Represents a pooled/separate account that tracks the Dow Jones U.S. Total Stock Market Index.


(b)	Represents a pooled/separate account comprised of approximately 90% U.S. large-cap stocks and 10% international stocks.


(c)	Represents investments primarily in U.S. dollar-denominated, investment grade bonds, including government securities, corporate bonds, and mortgage- and asset-backed securities.


(d)	Represents a pooled/separate account investment in the General Investment Account of an investment manager. The account primarily invests in fixed income debt securities, such as high grade corporate bonds, government bonds and asset-backed securities.


(e)	Investment is comprised of high grade money market instruments with short-term maturities and high liquidity.

Schedule of Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans

A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) during the years ended December 31, 2019 and 2018 is as follows (in thousands):



	Diversified Funds			Partnerships/ Joint Ventures		Total
Balance at December 31, 2017	$	2,700		$	—	$	2,700
Actual return on plan assets:
Relating to instruments still held at reporting date	76			—		76
Relating to instruments sold during the period	—			—		—
Purchases, sales and settlements (net)	(1,360		)	—		(1,360		)
Transfers in and/or out of Level 3	1,296			—		1,296
Balance at December 31, 2018	$	2,712		$	—	$	2,712
Actual return on plan assets:
Relating to instruments still held at reporting date	78			—		78
Purchases, sales and settlements (net)	(787		)	—		(787		)
Transfers in and/or out of Level 3	617			—		617
Balance at December 31, 2019	$	2,620		$	—	$	2,620

Schedule of Information Regarding Participation in Multiemployer Pension Plans

The last column in the table lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject.

Pension Fund

Employer

Identification

Number

Pension

Plan

Number

PPA Zone Status

FIP /

RP Status

Pending/

Implemented

Extended

Amortization

Provisions

Expiration

Date of

Associated

Collective-

Bargaining

Agreement(s)

2019

2018

Western Conference of Teamsters Pension Plan(1)

91-6145047

001

Green

N/A

May 31, 2020 - June 30, 2022

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

36-6044243

001

Red

Implemented

February 1, 2020 - July 31, 2022

Retail, Wholesale & Department Store International Union and Industry Pension Fund(3)

63-0708442

001

Red

Implemented

Yes

January 29, 2020 - September 8, 2022

Dairy Industry – Union Pension Plan for Philadelphia Vicinity(4)

23-6283288

001

Red

Implemented

Yes

August 31, 2020 - September 30, 2022


(1)	We are party to approximately 12 collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2020 and 2022. The agreement expiring in March 2021 is the most significant as 40% of our employee participants in this plan are covered by that agreement.


(2)	There are approximately 16 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2020 and 2022. Approximately 43%, 32%, and 25% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively.


(3)	We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 45%, 54%, and 1% of our employee participants in this plan are covered by the agreements expiring in 2020, 2021, and 2022 respectively.

(4)

We are party to six collective bargaining agreements with respect to this plan. The agreement expiring in September 2020 is the most significant as approximately 59% of our employee participants in this plan are covered by that agreement.

Schedule of Information Regarding Contribution in Multiemployer Pension Plans

Information regarding our contributions to our multiemployer pension plans is shown in the table below. There are no changes that materially affected the comparability of our contributions to each of these plans during the years ended December 31, 2019, 2018 and 2017.



Pension Fund	Employer Identification Number	Pension Plan Number	Dean Foods Company Contributions (in millions)
Pension Fund	Employer Identification Number	Pension Plan Number	2019		2018		2017		Surcharge Imposed(3)
Western Conference of Teamsters Pension Plan	91-6145047	001	$	14.1	$	14.0	$	13.2	No
Central States, Southeast and Southwest Areas Pension Plan	36-6044243	001	9.2		9.5		9.5		No
Retail, Wholesale & Department Store International Union and Industry Pension Fund(1)	63-0708442	001	1.5		1.3		1.3		No
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1)	23-6283288	001	2.2		2.1		2.1		No
Other Funds(2)			2.0		0.3		3.1
Total Contributions			$	29.0	$	27.2	$	29.2


(1)	During the 2018 and 2017 plan years, our contributions to these plans exceeded 5% of total plan contributions. At the date of filing of this Annual Report on Form 10-K, Forms 5500 were not available for the plan years ending in 2019.


(2)	Amounts shown represent our contributions to all other multiemployer pension and other postretirement benefit plans, which are immaterial both individually and in the aggregate to our Consolidated Financial Statements.

(3)

Federal law requires that contributing employers to a plan in Critical status pay to the plan a surcharge to help correct the plan’s financial situation. The amount of the surcharge is equal to a percentage of the amount we would otherwise be required to contribute to the plan and ceases once our related collective bargaining agreements are amended to comply with the provisions of the rehabilitation plan.