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Benefit Plans
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Benefit Plans Benefit Plans
Executive Benefit Plans

In addition to the Company’s Director Deferral Plan, the Company has four executive benefit plans: the Supplemental Savings Incentive Plan, the Long-Term Retention Plan, the Officer Retention Plan and the Long-Term Performance Plan. The Company also has a Long-Term Performance Equity Plan, as discussed in Note 2.

Pursuant to the Supplemental Savings Incentive Plan, as amended and restated effective November 1, 2011, and as further amended thereafter, eligible participants may elect to defer a portion of their annual salary and bonus. Participants are immediately vested in all deferred contributions they make and become fully vested in Company contributions upon completion of five years of service with the Company, termination of employment due to death or retirement or a change in control. Participant deferrals and Company contributions made in years prior to 2006 are invested in either a fixed benefit option or certain investment funds determined by the participant. Beginning in 2010, the Company may elect at its discretion to match up to 50% of the first 6% of salary, excluding bonuses, deferred by the participant. During 2023, 2022 and 2021, the Company matched 50% of the first 6% of salary, excluding bonuses, deferred by the participant. The Company may also make discretionary contributions to participants’ accounts.

Under the Director Deferral Plan, as amended and restated effective January 1, 2014, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. There is no Company matching contribution under the Director Deferral Plan. The liability under these two deferral plans was as follows:

(in thousands)December 31, 2023December 31, 2022
Current liabilities$7,805 $8,147 
Noncurrent liabilities82,458 74,976 
Total liability - Supplemental Savings Incentive Plan and Director Deferral Plan$90,263 $83,123 

Under the Long-Term Retention Plan, effective March 5, 2014, and as amended thereafter, the Company accrues a defined amount each year for an eligible participant based upon an award schedule. Amounts awarded may earn an investment return based on certain investment funds specified by the Company. Accrued benefits under the Long-Term Retention Plan are 50% vested until age 51. Beginning at age 51, the vesting percentage increases by 5% each year until the accrued benefit is fully vested at age 60. Participants receive payments from the plan upon retirement or, in certain instances, upon termination of employment. Payments are made in the form of monthly installments over a period of 10, 15 or 20 years. The liability under this plan was as follows:

(in thousands)December 31, 2023December 31, 2022
Current liabilities$219 $173 
Noncurrent liabilities10,633 7,249 
Total liability - Long-Term Retention Plan$10,852 $7,422 

Under the Officer Retention Plan, as amended and restated effective January 1, 2007, and as further amended thereafter, eligible participants may elect to receive an annuity payable in equal monthly installments over a 10-, 15- or 20-year period commencing at retirement or, in certain instances, upon termination of employment. The benefits under the Officer Retention Plan increase with each year of participation as set forth in an agreement between the participant and the Company. Accrued benefits under the Officer Retention Plan are 50% vested until age 51. Beginning at age 51, the vesting percentage increases by 5% each year until the accrued benefit is fully vested at age 60. The liability under this plan was as follows:

(in thousands)December 31, 2023December 31, 2022
Current liabilities$3,591 $3,730 
Noncurrent liabilities35,663 35,959 
Total liability - Officer Retention Plan$39,254 $39,689 

Under the Long-Term Performance Plan, as amended and restated effective January 1, 2018, and as further amended thereafter, the Compensation Committee of the Company’s Board of Directors establishes dollar amounts to which a participant shall be entitled upon attainment of the applicable performance measures. Bonus awards under the Long-Term Performance Plan are made based on the relative achievement of performance measures in terms of the Company-sponsored objectives or objectives related to the
performance of the individual participant or of the subsidiary, division, department, region or function in which the participant is employed. The liability under this plan was as follows:

(in thousands)December 31, 2023December 31, 2022
Current liabilities$9,104 $7,738 
Noncurrent liabilities14,029 9,673 
Total liability - Long-Term Performance Plan$23,133 $17,411 

Pension Plans

The Company has historically sponsored two pension plans. The Primary Plan was frozen as of June 30, 2006 and no benefits accrued to participants after that date. The Bargaining Plan is for certain employees under collective bargaining agreements. Benefits under the Bargaining Plan are determined in accordance with negotiated formulas for the respective participants. Contributions to the plans are based on actuarially determined amounts and are limited to the amounts currently deductible for income tax purposes. The Company updates its mortality assumptions used in the calculation of its pension liability each year using The Society of Actuaries’ latest mortality tables and mortality projection scales.

Primary Plan

In 2022, the Company began the process of terminating the Primary Plan. In connection with the termination process, the Company offered a lump sum benefit payout option to certain plan participants. The remaining assets of the Primary Plan were used to purchase a group annuity contract that transferred the remaining Primary Plan benefit liabilities to an insurance company. During 2023, the Company contributed $12.0 million to fund the termination of the Primary Plan. The Company recognized settlement expense of $112.8 million during 2023 in conjunction with the full settlement of the Primary Plan benefit liabilities, including final premium adjustments. This settlement expense related primarily to the reclassification of the gross actuarial losses associated with the Primary Plan out of accumulated other comprehensive loss and was recorded as pension plan settlement expense in the consolidated statement of operations for 2023.

As of December 31, 2023, there was no remaining projected benefit obligation, plan assets or net unfunded liability related to the Primary Plan. As of December 31, 2022, the projected benefit obligation and plan assets related to the Primary Plan were $231.0 million and $223.3 million, respectively. The projected benefit obligation and the accumulated benefit obligation for the Primary Plan were in excess of plan assets as of December 31, 2022. The net unfunded status of the Primary Plan as of December 31, 2022 was $7.7 million, which was classified as a noncurrent liability in the consolidated balance sheets.

Net Periodic Pension Cost

 Fiscal Year
(in thousands)202320222021
Service cost$— $— $— 
Interest cost5,982 8,978 8,479 
Expected return on plan assets(4,608)(6,320)(11,799)
Recognized net actuarial loss1,946 3,588 4,090 
Net periodic pension cost - Primary Plan3,320 6,246 770 
Settlement expense112,796 — — 
Total pension expense - Primary Plan$116,116 $6,246 $770 
Bargaining Plan

The following tables set forth pertinent information for the Bargaining Plan:

 Fiscal Year
(in thousands)20232022
Beginning balance - Bargaining Plan projected benefit obligation$39,177 $50,427 
Service cost3,996 6,586 
Interest cost2,079 1,664 
Plan amendments5 154 
Actuarial loss (gain)1,652 (19,012)
Benefits paid(786)(642)
Ending balance - Bargaining Plan projected benefit obligation$46,123 $39,177 

Changes in Projected Benefit Obligation

The plan assets of the Bargaining Plan were in excess of the projected benefit obligation and the accumulated benefit obligation as of December 31, 2023. The projected benefit obligation and the accumulated benefit obligation for the Bargaining Plan were in excess of plan assets as of December 31, 2022. The accumulated benefit obligation associated with the Bargaining Plan was $46.1 million on December 31, 2023 and $39.2 million on December 31, 2022.

The decrease in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023. The increase in the discount rate for the Bargaining Plan, as compared to the previous year, was the primary driver of the actuarial gain in 2022. The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Change in Plan Assets

 Fiscal Year
(in thousands)20232022
Beginning balance - Bargaining Plan assets at fair value$38,635 $36,944 
Actual return on plan assets5,495 (9,314)
Employer contributions4,300 12,000 
Benefits and expenses paid(1,109)(995)
Ending balance - Bargaining Plan assets at fair value$47,321 $38,635 

Funded Status

(in thousands)December 31, 2023December 31, 2022
Projected benefit obligation$(46,123)$(39,177)
Plan assets at fair value47,321 38,635 
Net funded status - Bargaining Plan$1,198 $(542)

Amounts Recognized in the Consolidated Balance Sheets

(in thousands)December 31, 2023December 31, 2022
Liabilities:
Current liabilities$— $— 
Noncurrent liabilities— (542)
Total liability - Bargaining Plan$— $(542)
Assets:
 Noncurrent assets $1,198 $— 
Total asset - Bargaining Plan$1,198 $— 
Net Periodic Pension Cost

 Fiscal Year
(in thousands)202320222021
Service cost$3,996 $6,586 $7,529 
Interest cost2,079 1,664 1,367 
Expected return on plan assets(2,438)(1,823)(1,201)
Recognized net actuarial loss— 402 864 
Amortization of prior service costs16 — 3 
Net periodic pension cost - Bargaining Plan$3,653 $6,829 $8,562 

Significant Assumptions

 Fiscal Year
 202320222021
Projected benefit obligation at the measurement date:
Discount rate - Bargaining Plan5.16 %5.34 %3.31 %
Weighted average rate of compensation increaseN/AN/AN/A
Net periodic pension cost for the fiscal year:
Discount rate - Bargaining Plan5.34 %3.31 %3.12 %
Weighted average expected long-term rate of return of plan assets - Bargaining Plan(1)
7.00 %5.50 %5.75 %
Weighted average rate of compensation increaseN/AN/AN/A

(1)The weighted average expected long-term rate of return assumption for the Bargaining Plan assets, which was used to compute net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions set at the beginning of each fiscal year.

Cash Flows

The anticipated future pension benefit payments as of December 31, 2023 were as follows:

(in thousands)Anticipated Future Payment
2024$1,059 
20251,248 
20261,471 
20271,710 
20281,941 
2029 - 203313,335 

All anticipated future pension benefit payments relate to the Bargaining Plan. The Company does not expect cash contributions to the Bargaining Plan to exceed $2 million during 2024.

Plan Assets

All assets in the Company’s Bargaining Plan are invested in institutional investment funds managed by professional investment advisors which hold U.S. equities, international equities and debt securities. The objective of the Company’s investment philosophy is to earn the plans’ targeted rate of return over longer periods without assuming excess investment risk. The weighted average expected long-term rate of return assumption for the Bargaining Plan assets, which will be used to compute 2024 net periodic pension cost, is based upon target asset allocation and is determined using forward-looking performance and duration assumptions in the context of historical returns and volatilities for each asset class. The Company evaluates the rate of return assumption on an annual basis.
The Company’s actual asset allocation at December 31, 2023 and December 31, 2022 and target asset allocation for 2024 by asset category for the Bargaining Plan were as follows:

Percentage of Bargaining Plan
Assets at Fiscal Year-End		Target Asset
Allocation
202320222024
U.S. debt securities55 %56 %40 %
U.S. equity securities33 %32 %46 %
International debt securities1 %2 %— %
International equity securities10 %10 %12 %
Cash and cash equivalents1 %— %2 %
Total100 %100 %100 %

The expected long-term rate of return on assets for the Bargaining Plan as of December 31, 2023 was 7.00%.

Debt securities in the Bargaining Plan as of December 31, 2023 were comprised primarily of investments in government and corporate bonds with a weighted average maturity of approximately 19 years. U.S. equity securities in the Bargaining Plan as of December 31, 2023 included: (i) large-capitalization domestic equity funds as represented by the S&P 500 index, (ii) mid-capitalization domestic equity funds as represented by the Russell Mid Cap Growth and Value indexes, (iii) small-capitalization domestic equity funds as represented by the Russell Small Cap Growth and Value indexes and (iv) alternative investment funds as represented by the HFRX Global index and the MSCI US REIT index. International equity securities in the Bargaining Plan as of December 31, 2023 included companies from both developed and emerging markets outside the United States. Cash and cash equivalents have a weighted average duration of less than one year.

The following table summarizes the Company’s pension plan assets, which are classified as Level 1 and Level 2 for fair value measurement. As of December 31, 2023, the below values include Bargaining Plan assets only, as there were no remaining Primary Plan assets after the termination of the plan. As of December 31, 2022, the below values include both Bargaining Plan and Primary Plan assets. The Company does not have any Level 3 pension plan assets. See Note 15 for additional information.

(in thousands)December 31, 2023December 31, 2022
Pension plan assets - fixed income$26,543 $232,578 
Pension plan assets - equity securities20,550 16,194 
Pension plan assets - cash and cash equivalents228 13,170 
Total pension plan assets$47,321 $261,942 

401(k) Savings Plan

The Company provides a 401(k) Savings Plan for substantially all of its employees who are not part of collective bargaining agreements and for certain employees under collective bargaining agreements. The Company’s matching contribution for employees who are not part of collective bargaining agreements is discretionary, with the option to match contributions for eligible participants up to 5% based on the Company’s financial results. For all years presented, the Company matched the maximum 5% of participants’ contributions. The Company’s matching contribution for employees who are part of collective bargaining agreements is determined in accordance with negotiated formulas for the respective employees. The total expense for the Company’s matching contributions to the 401(k) Savings Plan was $30.5 million in 2023, $26.8 million in 2022 and $24.8 million in 2021.

Postretirement Benefits

The Company provides postretirement benefits for employees meeting specified qualifying criteria. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future.
The following tables set forth pertinent information for the Company’s postretirement benefit plan:

Reconciliation of Activity

 Fiscal Year
(in thousands)20232022
Benefit obligation at beginning of year$55,299 $65,156 
Service cost1,085 1,458 
Interest cost2,761 1,923 
Plan participants’ contributions767 657 
Actuarial loss (gain)7,986 (10,138)
Benefits paid(4,070)(3,757)
Benefit obligation at end of year$63,828 $55,299 

The decrease in the discount rate for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial loss in 2023. The increase in the discount rate for the postretirement benefit plan, as compared to the previous year, was the primary driver of the actuarial gain in 2022. The actuarial loss (gain), net of tax, was recorded in accumulated other comprehensive loss in the consolidated balance sheets.

Reconciliation of Plan Assets Fair Value

 Fiscal Year
(in thousands)20232022
Fair value of plan assets at beginning of year$— $— 
Employer contributions3,303 3,100 
Plan participants’ contributions767 657 
Benefits paid(4,070)(3,757)
Fair value of plan assets at end of year$— $— 

Funded Status

(in thousands)December 31, 2023December 31, 2022
Current liabilities$(3,214)$(3,177)
Noncurrent liabilities(60,614)(52,122)
Total liability - postretirement benefits$(63,828)$(55,299)

Net Periodic Postretirement Benefit Cost

 Fiscal Year
(in thousands)202320222021
Service cost$1,085 $1,458 $1,516 
Interest cost2,761 1,923 1,772 
Recognized net actuarial loss— 444 682 
Net periodic postretirement benefit cost$3,846 $3,825 $3,970 
Significant Assumptions

 Fiscal Year
 202320222021
Benefit obligation at the measurement date:
Weighted average healthcare cost trend rate - Pre-Medicare7.88 %6.58 %6.04 %
Weighted average healthcare cost trend rate - Post-Medicare8.65 %6.89 %6.29 %
Benefit obligation discount rate5.02 %5.19 %2.98 %
Net periodic postretirement benefit cost discount rate for fiscal year5.19 %2.98 %2.70 %
Postretirement benefit expense - Pre-Medicare:
Weighted average healthcare cost trend rate6.58 %6.04 %6.26 %
Trend rate graded down to ultimate rate4.50 %4.50 %4.50 %
Ultimate rate year203220292029
Postretirement benefit expense - Post-Medicare:
Weighted average healthcare cost trend rate6.89 %6.29 %6.54 %
Trend rate graded down to ultimate rate4.50 %4.50 %4.50 %
Ultimate rate year203220292029

Cash Flows

The anticipated future postretirement benefit payments reflecting expected future service as of December 31, 2023 were as follows:

(in thousands)Anticipated Future Payment
2024$3,214 
20253,530 
20263,954 
20274,427 
20284,738 
2029 - 203324,857 

Accumulated Other Comprehensive Loss

A reconciliation of the gross amounts in accumulated other comprehensive loss not yet recognized as components of net periodic benefit cost associated with the plans discussed above is as follows:

(in thousands)December 31,
2022		Actuarial Gain (Loss)Reclassification
Adjustments		December 31,
2023
Pension Plans:
Actuarial loss$(117,560)$3,036 $1,946 $(112,578)
Prior service costs(158)(5)16 (147)
Pension plan settlement— — 112,796 112,796 
Postretirement Medical:
Actuarial gain (loss)770 (7,986)— (7,216)
Total within accumulated other comprehensive loss$(116,948)$(4,955)$114,758 $(7,145)

As of December 31, 2023, there were no gross actuarial losses included in accumulated other comprehensive loss associated with the Primary Plan. As of December 31, 2022, there were approximately $117 million of gross actuarial losses included in accumulated other comprehensive loss associated with the Primary Plan.

Multiemployer Pension Plans

Certain employees of the Company whose employment is covered under collective bargaining agreements participate in a multiemployer pension plan, the Employers-Teamsters Local Union Nos. 175 and 505 Pension Fund (the “Teamsters Plan”). The Company makes monthly contributions to the Teamsters Plan on behalf of such employees. The collective bargaining agreements covering the Teamsters Plan expire at various times through 2026. The Company expects these agreements will be re-negotiated.
Participating in the Teamsters Plan involves certain risks in addition to the risks associated with single employer pension plans, as contributed assets are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the Teamsters Plan, the unfunded obligations of the Teamsters Plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the Teamsters Plan, the Company could be required to pay the Teamsters Plan a withdrawal liability based on the underfunded status of the Teamsters Plan. The Company does not anticipate withdrawing from the Teamsters Plan.

In 2015, the Company increased its contribution rates to the Teamsters Plan, with additional increases occurring annually, as part of a rehabilitation plan, which was incorporated into the renewal of collective bargaining agreements with the unions effective April 28, 2014 and adopted by the Company as a rehabilitation plan effective January 1, 2015. This is a result of the Teamsters Plan being certified by its actuary as being in “critical” status for the plan year beginning January 1, 2013.

The Company’s participation in the Teamsters Plan is outlined in the table below. A red zone represents less than 80% funding and requires a financial improvement plan (“FIP”) or rehabilitation plan (“RP”).

 Fiscal Year
(in thousands)202320222021
Pension Protection Act Zone StatusRedRedRed
FIP or RP pending or implementedYesYesYes
Surcharge imposedYesYesYes
Contribution$999 $959 $933 

According to the Teamsters Plan’s Form 5500 for both the plan years ended December 31, 2022 and December 31, 2021, the Company was not listed as providing more than 5% of the total contributions. At the date these consolidated financial statements were issued, a Form 5500 was not available for the plan year ended December 31, 2023.

The Company has a liability recorded for withdrawing from a multiemployer pension plan in 2008 and is required to make payments of approximately $1 million to this multiemployer pension plan each year through 2028. As of December 31, 2023, the Company had $3.9 million remaining on this liability.