Pensions and Other Post-Retirement Benefits

The Company maintains several qualified and non-qualified pension plans and other post-retirement benefit plans. The Company's significant pension, post-retirement health care benefit and defined contribution plans are discussed below. The Company's other pension and post-retirement plans are not significant individually or in the aggregate.

Qualified Pension Plans

HNH sponsors a defined benefit pension plan, the WHX Pension Plan, covering many of H&H's employees and certain employees of H&H's former subsidiary, Wheeling-Pittsburgh Corporation ("WPC"). The WHX Pension Plan was established in May 1998 as a result of the merger of the former H&H plans, which covered substantially all H&H employees, and the WPC plan. The WPC plan, covering most United Steel Workers of America-represented employees of WPC, was created pursuant to a collective bargaining agreement ratified on August 12, 1997. Prior to that date, benefits were provided through a defined contribution plan, the Wheeling-Pittsburgh Steel Corporation Retirement Security Plan ("RSP Plan"). The assets of the RSP Plan were merged into the WPC plan as of December 1, 1997. Under the terms of the WHX Pension Plan, the benefit formula and provisions for the WPC and H&H participants continued as they were designed under each of the respective plans prior to the merger.

The qualified pension benefits under the WHX Pension Plan were frozen as of December 31, 2005 and April 30, 2006 for hourly and salaried non-bargaining participants, respectively, with the exception of a single operating unit. In 2011, the benefits were frozen for the remainder of the participants.

WPC employees ceased to be active participants in the WHX Pension Plan effective July 31, 2003, and as a result, such employees no longer accrue benefits under the WHX Pension Plan.

Bairnco Corporation had several pension plans, which covered substantially all of its employees. In 2006, Bairnco froze the Bairnco Corporation Retirement Plan and initiated employer contributions to its 401(k) plan. On June 2, 2008, two Bairnco plans (Salaried and Kasco) were merged into the WHX Pension Plan. The remaining plan that has not been merged with the WHX Pension Plan covers certain employees at a facility located in Bear, Delaware (the "Bear Plan"), and the pension benefits under the Bear Plan have been frozen.

Some of the Company's foreign subsidiaries provide retirement benefits for their employees through defined contribution plans or otherwise provide retirement benefits for employees consistent with local practices. The foreign plans are not significant in the aggregate and therefore are not included in the following disclosures.

Pension benefits are based on years of service and the amount of compensation earned during the participants' employment. However, as noted above, the qualified pension benefits have been frozen for all participants.

Pension benefits for the WPC bargained participants include both defined benefit and defined contribution features, since the plan includes the account balances from the RSP Plan. The gross benefit, before offsets, is calculated based on years of service and the benefit multiplier under the plan. The net defined benefit pension plan benefit is the gross amount offset for the benefits payable from the RSP Plan and benefits payable by the Pension Benefit Guaranty Corporation from previously terminated plans. Individual employee accounts established under the RSP Plan are maintained until retirement. Upon retirement, participants who are eligible for the WHX Pension Plan and maintain RSP Plan account balances will normally receive benefits from the WHX Pension Plan. When these participants become eligible for benefits under the WHX Pension Plan, their vested balances in the RSP Plan become assets of the WHX Pension Plan. Although these RSP Plan assets cannot be used to fund any of the net benefit that is the basis for determining the defined benefit plan's net benefit obligation at the end of the year, the Company has included the amount of the RSP Plan accounts of $19.4 million and $22.6 million on a gross-basis as both assets and liabilities of the plan as of December 31, 2013 and December 31, 2012, respectively.

Certain current and retired employees of H&H are covered by post-retirement medical benefit plans, which provide benefits for medical expenses and prescription drugs. Contributions from a majority of the participants are required, and for those retirees and spouses, the Company's payments are capped. The measurement date for plan obligations is December 31.

In 2011, the unrecognized actuarial losses were amortized over the average future service years of active participants in the WHX Pension Plan, which was approximately 10 years. Beginning in 2012, the actuarial losses are being amortized over the average future lifetime of the participants, which is expected to be approximately 21 years. The Company believes that the future lifetime of the participants is more appropriate because the WHX Pension Plan is completely inactive.

The components of pension expense and components of other post-retirement benefit expense for the Company's benefit plans included the following:



	Pension Benefits									Other Post-Retirement Benefits
(in thousands)	2013			2012			2011			2013		2012		2011
Service cost	$	—		$	—		$	218		$	—	$	—	$	—
Interest cost	18,594			21,651			22,553			98		163		171
Expected return on plan assets	(23,964		)	(27,005		)	(27,249		)	—		—		—
Amortization of prior service cost	32			44			63			—		—		—
Amortization of actuarial loss	10,680			8,623			10,772			8		86		41
Total	$	5,342		$	3,313		$	6,357		$	106	$	249	$	212

Actuarial assumptions used to develop the components of defined benefit pension expense and other post-retirement benefit expense were as follows:



	Pension Benefits						Other Post-Retirement Benefits
	2013		2012		2011		2013		2012		2011
Discount rates:
WHX Pension Plan	3.50	%	4.15	%	4.95	%	N/A		N/A		N/A
Other post-retirement benefit plans	N/A		N/A		N/A		3.65	%	4.20	%	5.10	%
Bear Plan	4.00	%	4.55	%	5.50	%	N/A		N/A		N/A
Expected return on assets	7.50	%	8.00	%	8.00	%	N/A		N/A		N/A
Rate of compensation increase	N/A		N/A		N/A		N/A		N/A		N/A
Health care cost trend rate - initial	N/A		N/A		N/A		7.25	%	7.50	%	7.50	%
Health care cost trend rate - ultimate	N/A		N/A		N/A		5.00	%	5.00	%	5.00	%
Year ultimate reached	N/A		N/A		N/A		2022		2022		2016

The measurement date for plan obligations is December 31. The discount rate is the rate at which the plans' obligations could be effectively settled and is based on high quality bond yields as of the measurement date.

Summarized below is a reconciliation of the funded status for the Company's qualified defined benefit pension plans and post-retirement benefit plans:



	Pension Benefits						Other Post-Retirement Benefits
(in thousands)	2013			2012			2013			2012
Change in benefit obligation:
Benefit obligation at January 1	$	547,456		$	532,619		$	4,208		$	4,092
Service cost	—			—			—			—
Interest cost	18,594			21,651			98			163
Actuarial (gain) loss	(34,739		)	36,227			(1,403		)	150
Participant contributions	—			—			4			9
Plan change	—			—			(1,506		)	—
Benefits paid	(34,495		)	(36,058		)	(317		)	(206		)
Insurance contract termination	—			(6,983		)	—			—
Transfer from Canfield Salaried SEPP	724			—			—			—
Benefit obligation at December 31	$	497,540		$	547,456		$	1,084		$	4,208

Change in plan assets:
Fair value of plan assets at January 1	$	330,471		$	346,408		$	—		$	—
Actual returns on plan assets	43,924			10,924			—			—
Participant contributions	—			—			4			9
Benefits paid	(34,495		)	(36,058		)	(317		)	(206		)
Company contributions	13,349			16,180			313			197
Insurance contract termination	—			(6,983		)	—			—
Transfer from Canfield Salaried SEPP	724			—			—			—
Fair value of plan assets at December 31	353,973			330,471			—			—
Funded status	$	(143,567	)	$	(216,985	)	$	(1,084	)	$	(4,208	)

Accumulated benefit obligation ("ABO") for qualified defined benefit plans:
ABO at January 1	$	547,456		$	532,619		$	4,208		$	4,092
ABO at December 31	$	497,540		$	547,456		$	1,084		$	4,208

Amounts recognized on the consolidated balance sheet:
Current liability	$	—		$	—		$	(111	)	$	(211	)
Noncurrent liability	(143,567		)	(216,985		)	(973		)	(3,997		)
Total	$	(143,567	)	$	(216,985	)	$	(1,084	)	$	(4,208	)

The weighted-average assumptions used in the valuations at December 31 were as follows:



	Pension Benefits				Other Post-Retirement Benefits
	2013		2012		2013		2012
Discount rates:
WHX Pension Plan	4.40	%	3.50	%	N/A		N/A
Bear Plan	4.95	%	4.00	%	N/A		N/A
Other post-retirement benefit plans	N/A		N/A		4.10	%	3.65	%
Rate of compensation increase	N/A		N/A		N/A		N/A
Health care cost trend rate - initial	N/A		N/A		7.25	%	7.25	%
Health care cost trend rate - ultimate	N/A		N/A		5.00	%	5.00	%
Year ultimate reached	N/A		N/A		2022		2022

The effect of a 1% increase (decrease) in health care cost trend rates on benefit expense and on other post-retirement benefit obligations is not significant.

Pretax amounts included in accumulated other comprehensive loss at December 31, 2013 and 2012 were as follows:



	Pension Benefits				Other Post-Retirement Benefits
(in thousands)	2013		2012		2013			2012
Prior service cost (credit)	$	—	$	32	$	(1,506	)	$	—
Net actuarial loss	203,627		269,005		440			1,851
Accumulated other comprehensive loss	$	203,627	$	269,037	$	(1,066	)	$	1,851

The pretax amount of actuarial losses and prior service cost (credit) included in accumulated other comprehensive loss at December 31, 2013 that is expected to be recognized in net periodic benefit cost in 2014 is $7.7 million and $0.0 million, respectively, for defined benefit pension plans and $0.0 million and $(0.1) million, respectively, for other post-retirement benefit plans.

Other changes in plan assets and benefit obligations recognized in comprehensive income (loss) are as follows:



	Pension Benefits								Other Post-Retirement Benefits
(in thousands)	2013		2012			2011			2013		2012			2011
Current year actuarial gain (loss)	$	54,698	$	(52,305	)	$	(93,031	)	$	1,403	$	(150	)	$	(649	)
Amortization of actuarial loss	10,680		8,623			10,772			8		86			41
Current year prior service credit	—		—			—			1,506		—			—
Amortization of prior service cost	32		44			62			—		—			—
Total recognized in comprehensive income (loss)	$	65,410	$	(43,638	)	$	(82,197	)	$	2,917	$	(64	)	$	(608	)

The actuarial loss occurred principally because the historical investment returns on the assets of the WHX Pension Plan have been lower than actuarial assumptions.

Benefit obligations were in excess of plan assets for all pension plans and other post-retirement benefit plans at both December 31, 2013 and 2012. The accumulated benefit obligation for all defined benefit pension plans was $497.5 million and $547.5 million at December 31, 2013 and 2012, respectively. Additional information for plans with accumulated benefit obligations in excess of plan assets:



	Pension Benefits				Other Post-Retirement Benefits
(in thousands)	2013		2012		2013		2012
Projected benefit obligation	$	497,540	$	547,456	$	1,084	$	4,208
Accumulated benefit obligation	$	497,540	$	547,456	$	1,084	$	4,208
Fair value of plan assets	$	353,973	$	330,471	$	—	$	—

In determining the expected long-term rate of return on plan assets, the Company evaluated input from various investment professionals. In addition, the Company considered its historical compound returns, as well as the Company's forward-looking expectations. The Company determines its actuarial assumptions for its pension and other post-retirement plans on December 31 of each year to calculate liability information as of that date and pension and other post-retirement expense for the following year. The discount rate assumption is derived from the rate of return on high-quality bonds as of December 31 of each year.

The Company's investment policy is to maximize the total rate of return with a view to long-term funding objectives of the pension plan to ensure that funds are available to meet benefit obligations when due. Pension plan assets are diversified to the extent necessary to minimize risk and to achieve an optimal balance between risk and return. There are no target allocations. The WHX Pension Plan's assets are diversified as to type of assets, investment strategies employed and number of investment managers used. Investments may include equities, fixed income, cash equivalents, convertible securities and private investment funds. Derivatives may be used as part of the investment strategy. The Company may direct the transfer of assets between investment managers in order to rebalance the portfolio in accordance with asset allocation guidelines established by the Company.

The fair value of pension investments is defined by reference to one of three categories (Level 1, Level 2 or Level 3) based on the reliability of inputs, as such terms are defined in Note 18 - "Fair Value Measurements."

The WHX/Bear Pension Plan assets at December 31, 2013 and 2012, by asset category, are as follows:



(in thousands)
Fair Value Measurements as of December 31, 2013:
	Assets (Liabilities) at Fair Value as of December 31, 2013
Asset Class	Level 1			Level 2			Level 3		Total
Equity securities:
U.S. large cap	$	27,389		$	596		$	—	$	27,985
U.S. mid-cap growth	62,477			—			—		62,477
U.S. small-cap value	14,460			2,031			—		16,491
International large cap value	16,355			—			—		16,355
Equity contracts	96			—			—		96
Fixed income securities:
Corporate bonds and loans	33			63,405			503		63,941
Other types of investments:
Common trust funds (1)	—			98,610			—		98,610
Fund of funds (2)	—			41,898			—		41,898
	120,810			206,540			503		327,853
Shorts	(62,776		)	(938		)	—		(63,714		)
Total	$	58,034		$	205,602		$	503	264,139
Cash and cash equivalents									94,130
Net payables									(4,296		)
Total pension assets									$	353,973
Fair Value Measurements as of December 31, 2012:
	Assets (Liabilities) at Fair Value as of December 31, 2012
Asset Class	Level 1			Level 2			Level 3		Total
Equity securities:
U.S. large cap	$	20,572		$	543		$	—	$	21,115
U.S. mid-cap growth	36,065			—			209		36,274
U.S. small-cap value	15,295			138			—		15,433
International large cap value	16,118			116			—		16,234
Equity contracts	308			—			—		308
Preferred stocks	530			2,016			—		2,546
Fixed income securities:
Corporate bonds and loans	415			51,052			548		52,015
Other types of investments:
Common trust funds (1)	—			68,830			—		68,830
Fund of funds (2)	—			37,142			—		37,142
	89,303			159,837			757		249,897
Futures contracts, net	(58,148		)	5,478			—		(52,670		)
Total	$	31,155		$	165,315		$	757	197,227
Cash and cash equivalents									133,590
Net payables									(346		)
Total pension assets									$	330,471


(1)	Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds are primarily publicly traded equity securities, fixed income securities and commodity-related securities and are valued at their Net Asset Values ("NAV") that are calculated by the investment manager or sponsor of the fund.


(2)	Fund of funds consist of fund-of-fund LLC or commingled fund structures. The underlying assets in these funds are primarily publicly traded equity securities, fixed income securities and commodity-related securities. The LLCs are valued based on NAVs calculated by the fund and are not publicly available.

The Company's policy is to recognize transfers in and transfers out of Level 3 as of the date of the event or change in circumstances that caused the transfer.

Changes in the WHX/Bear Pension Plan assets for which fair value is determined using significant unobservable inputs (Level 3) were as follows during 2013 and 2012:



Changes in Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Year Ended December 31, 2013 (in thousands)	U.S. Large Cap			U.S. Mid Cap Growth			Corporate Bonds and Loans
Beginning balance as of January 1, 2013	$	—		$	209		$	548
Transfers into Level 3	—			—			—
Transfers out of Level 3	—			—			—
Gains or losses included in changes in net assets	—			23			85
Purchases, issuances, sales and settlements
Purchases	—			—			—
Issuances	—			—			—
Sales	—			(232		)	(130		)
Settlements	—			—			—
Ending balance as of December 31, 2013	$	—		$	—		$	503

Year Ended December 31, 2012 (in thousands)	U.S. Large Cap			U.S. Mid Cap Growth			Corporate Bonds and Loans
Beginning balance as of January 1, 2012	$	593		$	—		$	—
Transfers into Level 3	—			—			—
Transfers out of Level 3	—			—			—
Gains or losses included in changes in net assets	673			145			11
Purchases, issuances, sales and settlements
Purchases	—			—			547
Issuances	—			64			—
Sales	(1,202		)	—			(10		)
Settlements	(64		)	—			—
Ending balance as of December 31, 2012	$	—		$	209		$	548

The following tables present the category, fair value, redemption frequency and redemption notice period for those assets whose fair value was estimated using the NAV per share (or its equivalents), as well as plan assets which have redemption notice periods, as of December 31, 2013 and December 31, 2012 (in thousands):



Class Name	Description	Fair Value December 31, 2013		Redemption frequency	Redemption Notice Period
Fund of funds	Equity long/short hedge funds	$	5,707	Quarterly	45 day notice
Fund of funds	Fund of fund composites	$	36,191	Quarterly	45 day notice
Common trust funds	Equity long/short hedge funds	$	12,635	Annually	90 day notice
Common trust funds	Event driven hedge funds	$	69,255	Annually	45 day notice
Common trust funds	Event driven hedge funds	$	16,720	Monthly	90 day notice
Separately managed fund	Separately managed fund	$	34,991	Monthly	30 day notice
Separately managed fund	Separately managed fund	$	77,093	Quarterly	45 day notice



Class Name	Description	Fair Value December 31, 2012		Redemption frequency	Redemption Notice Period
Fund of funds	Equity long/short hedge funds	$	4,862	Quarterly	45 day notice
Fund of funds	Fund of fund composites	$	32,280	Quarterly	45 day notice
Common trust funds	Event driven hedge funds	$	55,853	Annually	45 day notice
Common trust funds	Event driven hedge funds	$	12,977	Monthly	90 day notice
Separately managed fund	Separately managed fund	$	33,324	Monthly	30 day notice
Separately managed fund	Separately managed fund	$	64,490	Quarterly	45 day notice

Unfunded Commitments

As of December 31, 2013, the Plan had an unfunded commitment for additional capital of approximately $39.0 million to an event driven hedge fund. The commitment was funded in January 2014 through an in-kind transfer from one of the Plan's separately managed funds.

Contributions

Employer contributions consist of funds paid from employer assets into a qualified pension trust account. The Company's funding policy is to contribute annually an amount that satisfies the minimum funding standards of ERISA.

The Company expects to have required minimum pension contributions for 2014, 2015, 2016, 2017, 2018 and for the five years thereafter of $24.3 million, $21.7 million, $17.1 million, $15.8 million, $13.9 million, and $27.6 million, respectively. Required future contributions are determined based upon assumptions such as discount rates on future obligations, assumed rates of return on plan assets and legislative changes. Pension costs and required funding obligations will be affected by changes in the factors and assumptions described in the previous sentence, as well as other changes such as any plan termination.

Benefit Payments

Estimated future benefit payments for the benefit plans over the next ten years are as follows (in thousands):



	Pension		Other Post-Retirement
Years	Benefits		Benefits
2014	$	34,813	$	111
2015	34,640		118
2016	34,456		112
2017	34,247		100
2018	34,018		94
2019- 2023	163,182		366

401(k) Plans

Certain employees participate in a Company sponsored savings plan, which qualifies under Section 401(k) of the Internal Revenue Code. This savings plan allows eligible employees to contribute from 1% to 75% of their income on a pretax basis. The Company presently makes a contribution to match 50% of the first 6% of the employee's contribution. The charge to expense for the Company's matching contribution amounted to $1.4 million, $1.8 million and $2.0 million in 2013, 2012 and 2011, respectively.