The Company participates in and contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:

The following table outlines the Company’s participation in multi-employer pension plans for the years ended December 31, 2019, 2018 and 2017 and sets forth the calendar year contributions and accruals for each plan. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act zone status available in 2019 and 2018 relates to the plans’ two most recent fiscal year-ends. The zone status is based on information that the Company received from the plans’ administrators and is certified by each plan’s actuary. Plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded, and plans certified in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a financial improvement plan (“FIP”) for yellow/orange zone plans, or a rehabilitation plan (“RP”) for red zone plans, is either pending or has been implemented. As of December 31, 2019 and 2018, all plans that have either a FIP or RP requirement have had the respective plan implemented.



	EIN/ Pension Plan Number	Pension Protection Act Zone Status		FIP/RP Status Pending/ Implemented	Contributions and Accruals (in $000’s)						Company Contributions > 5%	Union Contract Expires
Pension Fund	EIN/ Pension Plan Number	2019	2018	FIP/RP Status Pending/ Implemented	2019		2018		2017		Company Contributions > 5%	Union Contract Expires
SEIU National Industry Pension Fund	52-6148540	Red	Red	Yes/Implemented	$	910	$	845	$	659	No	4/30/2022
New England Carpenters Pension Fund⁽¹⁾	51-6040899	Green	Green	No	121		138		106		No	6/2/2020
Plumbers and Pipefitters Pension Fund	52-6152779	Yellow	Yellow	Yes/Implemented	299		311		267		No	8/29/2021
Rhode Island Laborers Pension Fund	51-6095806	Green	Green	No	785		934		929		Yes	7/31/2020
New England Teamsters Pension Fund	04-6372430	Red	Red	Yes/Implemented	361		582		541		No	6/30/2020
The Legacy Plan of the UNITE HERE Retirement Fund⁽³⁾	82-0994119/001	Red	Red	Yes/Implemented	936		1,474		783		No	6/30/2021
The Adjustable Plan of the UNITE HERE Retirement Fund⁽³⁾	82-0994119/002	N/A⁽²⁾		No	936		1,474		783		No	6/30/2021
Total Contributions					$	3,412	$	4,284	$	3,285

Contributions, based on wages paid to covered employees totaled approximately $3.4 million, $4.3 million and $3.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. These aggregate contributions were not individually significant to any of the respective plans. The Company’s share of the unfunded vested liability related to its multi-employer plans, if any, other than the New England Teamsters and Trucking Industry Pension Fund discussed below, is not determinable.

Under the terms of certain collective bargaining agreements, the Company contributes to a number of multi-employer annuity funds. Contributions are made at a fixed rate per hour worked, in accordance with the collective bargaining agreements. These plans are not subject to the withdrawal liability provisions applicable to multi-employer defined benefit pension plans. Contributions made to these plans by the Company were $2.6 million, $2.7 million and $2.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company acquired two defined pension plans with the acquisition of Dover Downs on March 28, 2019, the Dover Downs Gaming & Entertainment, Inc. Pension Plan (“Dover Downs Pension Plan”) and the Dover Downs Gaming & Entertainment, Inc Excess Pension Plan (“Excess Plan”). The acquisition resulted in a revaluation of the benefit pension plan obligation as of the acquisition date.

Dover Downs had historically maintained the Excess Plan, a non-qualified, non-contributory defined benefit pension plan for certain employees that had been frozen since July 2011. This Excess Plan provided benefits that would otherwise be provided under the qualified Dover Downs Pension Plan but for maximum benefit and compensation limits applicable under federal tax law. The cost associated with the Excess Plan is determined using the same actuarial methods and assumptions as those used for the qualified Dover Downs Pension Plan. The Excess Plan was settled as of March 31, 2019. The Company made a settlement payment of $0.5 million during the three months ended March 31, 2019. The settlement payment is recorded within accrued liabilities on the opening balance sheet as of the acquisition date.

Dover Downs maintained the Dover Downs Pension Plan, a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. All full-time employees, and part-time employees who worked over 1,000 hours per year, were eligible to participate in the Dover Downs Pension Plan. Benefits provided by the qualified pension plan were based on years of service and employees’ remuneration over their term of employment. Compensation earned by employees up to July 31, 2011 is used for purposes of calculating benefits under the Dover Downs Pension Plan with no future benefit accruals after this date.



(in thousands)	Year Ended December 31, 2019
Changes in Benefit Obligation
Benefit obligation at acquisition date of March 28, 2019	$	24,067
Service cost	—
Interest cost	666
Actuarial (gain) loss	3,588
Benefits paid	(472		)
Benefit obligation at end of year	$	27,849
Changes in Plan Assets
Fair value of plan assets at acquisition date of March 28, 2019	$	17,454
Actual return (loss) on plan assets	1,815
Employer contributions	365
Benefits paid	(472		)
Settlement payments	—
Fair value of plan assets at end of year	$	19,162

Unfunded status at end of year	$	(8,687	)



(in thousands)	Year Ended December 31, 2019
Net Periodic Benefit (Income) Cost
Interest cost	$	666
Expected return on plan assets	(967		)
Net periodic benefit (income) cost	$	(301	)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net actuarial loss	$	2,740
Total expense recognized in other comprehensive income	$	2,740

Total expense recognized in net periodic benefit cost (income) and other comprehensive income (loss)	$	2,439

The Company utilizes a spot rate approach to determine the benefit obligation and the subsequent years’ interest cost component of the net periodic pension benefit. This method uses individual spot rates along the yield curve that correspond with the timing of each benefit payment and will provide a more precise measurement of the interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The Society of Actuaries’ RP 2014 Total Employee and Healthy Annuitant Mortality Tables rolled back to 2006 and projected with Mortality Improvement Scale MP-2018 are also utilized.

For 2019, the assumed long-term rate of return on plan assets is 7.50%. In developing the expected long-term rate of return assumption, the Company reviewed asset class return expectations and long-term inflation assumptions and considered its historical compounded return, which was consistent with its long-term rate of return assumption.

The Company’s investment goals for the Dover Downs Pension Plan assets are to achieve a combination of moderate growth of capital and income with moderate risk. Acceptable investment vehicles will include mutual funds, exchange-traded funds (“ETFs”), limited partnerships, and individual securities. Target allocations for plan assets are 60% equities and 40% fixed income. Of the equity portion, approximately 50% will be targeted to be invested in passively managed securities using ETFs and the other approximately 50% will be targeted to be invested in actively managed investment vehicles. Diversification is addressed by investing in mutual funds and ETFs which hold large, mid and small capitalization U.S. stocks, international (non-U.S.) equities, and emerging markets. A percentage of the investments are readily marketable in order to be available to fund benefit payment obligations as they become payable.



(in thousands)
Asset Category	Total		Level 1		Level 2		Level 3
Mutual funds/ETFs:
Equity-large cap	$	6,702	$	6,702	$	—	$	—
Equity-mid cap	955		955		—		—
Equity-small cap	955		955		—		—
Equity-international	2,882		2,882		—		—
Fixed income	6,702		6,702		—		—
Money market	966		966		—		—
Total mutual funds/ETFs	$	19,162	$	19,162	$	—	$	—

Minimum pension contributions of $0.5 million are required to be made to the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in 2020. We expect to contribute approximately $0.8 million to the Dover Downs Pension Plan in 2020.

The Company also acquired Dover Downs’ non-elective, non-qualified supplemental executive retirement plan (“SERP”) which provides deferred compensation to certain highly compensated employees of Dover Downs. The SERP is a discretionary defined contribution plan and contributions made to the SERP in any given year are not guaranteed and will be at the sole discretion of the committee responsible for administering the SERP. The liability for SERP pension benefits as of both the acquisition date and December 31, 2019, was de minimis.

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering non-union employees and certain union employees. The plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. Dover Downs also maintains a defined contribution 401(k) plan, which permits participation by substantially all of its employees. Total employer contribution expense to both 401(k) profit-sharing plans were $1.6 million, $1.0 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The New England Teamsters and Trucking Industry Pension Fund (the “Pension Fund”) is in critical and declining status. On September 30, 2018, the Company entered into an agreement to withdraw from the Pension Fund and is not expected to have any further obligation to contribute to the Pension Fund following the withdrawal payment of $3.7 million the Company paid in October 2018. The Company recorded $3.7 million in advertising, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2018. On October 1, 2018, the Company entered into an agreement to re-enter the Pension Fund as a new employer and to contribute specified rates in the new agreement. The agreements have been ratified by the union and the trustees of the Pension Fund.