Employee Retirement and Profit Sharing Plans (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Retirement and Profit Sharing Plan Expenses

During 2017, 2016 and 2015, our retirement and profit sharing plan expenses were as follows:



	Year Ended December 31
	2017		2016		2015
	(In thousands)
Defined benefit plans	$	6,717	$	6,805	$	6,594
Defined contribution plans	19,562		19,078		16,498
Multiemployer pension and certain union plans	29,231		30,073		29,930
Total	$	55,510	$	55,956	$	53,022

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, 2017 and 2016, and the funded status of the plans at December 31, 2017 and 2016 are as follows:



	December 31
	2017			2016
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	338,733		$	333,975
Service cost	3,007			3,173
Interest cost	11,709			12,171
Plan amendments	1,233			—
Actuarial (gain) loss	19,921			11,578
Benefits paid	(24,819		)	(21,407		)
Plan settlements	—			(757		)
Benefit obligation at end of year	349,784			338,733
Change in plan assets:
Fair value of plan assets at beginning of year	282,183			282,753
Actual return on plan assets	48,038			16,105
Employer contributions	39,358			5,489
Benefits paid	(24,819		)	(21,407		)
Plan settlements	—			(757		)
Fair value of plan assets at end of year	344,760			282,183
Funded status at end of year	$	(5,024	)	$	(56,550	)

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



	December 31
	2017			2016
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of year	$	30,122		$	32,132
Service cost	586			640
Interest cost	960			1,085
Employee contributions	256			338
Actuarial (gain) loss	1,622			(1,916		)
Benefits paid	(1,680		)	(2,157		)
Benefit obligation at end of year	31,866			30,122
Fair value of plan assets at end of year	—			—
Funded status	$	(31,866	)	$	(30,122	)

Schedule of Assumptions Used to Determine Benefit Obligations

A summary of our key actuarial assumptions used to determine benefit obligations as of December 31, 2017 and 2016 follows:



	December 31
	2017		2016
Weighted average discount rate	3.69	%	4.29	%
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 2017, 2016 and 2015 follows:



	Year Ended December 31
	2017		2016		2015
Effective discount rate for benefit obligations	4.29	%	4.53	%	4.08	%
Effective rate for interest on benefit obligations	3.56	%	3.76	%	4.08	%
Effective discount rate for service cost	4.51	%	4.67	%	4.08	%
Effective rate for interest on service cost	3.91	%	4.14	%	4.08	%
Expected return on assets	6.25	%	6.75	%	7.00	%
Rate of compensation increase	3.70	%	4.00	%	4.00	%

Schedule of Net Periodic Benefit Cost



	Year Ended December 31
	2017			2016			2015
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	3,007		$	3,173		$	3,631
Interest cost	11,709			12,171			13,736
Expected return on plan assets	(19,030		)	(18,531		)	(20,026		)
Amortizations:
Prior service cost	706			857			856
Unrecognized net loss	10,325			8,822			8,544
Effect of settlement	—			313			—
Other	—			—			(147		)
Net periodic benefit cost	$	6,717		$	6,805		$	6,594



	Year Ended December 31
	2017			2016			2015
	(In thousands)
Components of net periodic benefit cost:
Service and interest cost	$	1,545		$	1,725		$	2,276
Amortizations:
Prior service cost	92			92			92
Unrecognized net (gain) loss	(457		)	(245		)	63
Net periodic benefit cost	$	1,180		$	1,572		$	2,431

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
	2017		2016
	(In millions)
Projected benefit obligation	$	349.8	$	338.7
Accumulated benefit obligation	346.0		336.3
Fair value of plan assets	344.8		282.2

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:



2018	$	18.3	million
2019	18.6		million
2020	19.1		million
2021	19.9		million
2022	20.4		million
Next five years	104.8		million

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



2018	$	2.2	million
2019	2.3		million
2020	2.4		million
2021	2.3		million
2022	2.4		million
Next five years	11.3		million

Schedule of Fair Values by Category of Inputs

The fair values by category of inputs as of December 31, 2017 were as follows (in thousands):



	Fair Value as of December 31, 2017		Level 1		Level 2		Level 3
Equity Securities:
Common Stock	$	364	$	364	$	—	$	—
Index Funds:
U.S. Equities(a)	98,759		—		98,759		—
Equity Funds(b)	7,675		—		7,675		—
Total Equity Securities	106,798		364		106,434		—
Fixed Income:
Bond Funds(c)	233,628		—		233,628		—
Diversified Funds(d)	2,700		—		—		2,700
Total Fixed Income	236,328		—		233,628		2,700
Cash Equivalents:
Short-term Investment Funds(e)	1,634		—		1,634		—
Total Cash Equivalents	1,634		—		1,634		—
Total	$	344,760	$	364	$	341,696	$	2,700


(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, 2016 were as follows (in thousands):



	Fair Value as of December 31, 2016		Level 1		Level 2		Level 3
Equity Securities:
Common Stock	$	275	$	275	$	—	$	—
Index Funds:
U.S. Equities(a)	112,329		—		112,329		—
Equity Funds(b)	6,204		—		6,204		—
Total Equity Securities	118,808		275		118,533		—
Fixed Income:
Bond Funds(c)	157,361		—		157,361		—
Diversified Funds(d)	3,930		—		—		3,930
Total Fixed Income	161,291		—		157,361		3,930
Cash Equivalents:
Short-term Investment Funds(e)	1,921		—		1,921		—
Total Cash Equivalents	1,921		—		1,921		—
Other Investments:
Partnerships/Joint Ventures(f)	163		—		—		163
Total Other Investments	163		—		—		163
Total	$	282,183	$	275	$	277,815	$	4,093


(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.


(f)	The majority of the total partnership balance is a partnership comprised of a portfolio of two limited partnership funds that invest in public and private equity.

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, 2017 and 2016 is as follows (in thousands):



	Diversified Funds			Partnerships/ Joint Ventures			Total
Balance at December 31, 2015	$	3,929		$	273		$	4,202
Actual return on plan assets:
Relating to instruments still held at reporting date	115			(18		)	97
Purchases, sales and settlements (net)	(114		)	(92		)	(206		)
Balance at December 31, 2016	$	3,930		$	163		$	4,093
Actual return on plan assets:
Relating to instruments still held at reporting date	97			—			97
Relating to instruments sold during the period	—			(1		)	(1		)
Purchases, sales and settlements (net)	(1,849		)	—			(1,849		)
Transfers in and/or out of Level 3	522			(162		)	360
Balance at December 31, 2017	$	2,700		$	—		$	2,700

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)

2017

2016

Western Conference of Teamsters Pension Plan(1)

91-6145047

001

Green

N/A

January 1, 2018 - August 31, 2020

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

36-6044243

001

Red

Implemented

February 18, 2018 - August 31, 2020

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

63-0708442

001

Green

N/A

Yes

June 7, 2018 - October 3, 2020

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

23-6283288

001

Yellow

Green

(5)

N/A

Yes

March 31, 2018 -
October 31, 2020


(1)	We are party to approximately thirteen collective bargaining agreements that require contributions to this plan. These agreements cover a large number of employee participants and expire on various dates between 2018 and 2020. The agreement expiring in March 2019 is the most significant as 32% of our employee participants in this plan are covered by that agreement.


(2)	There are approximately 20 collective bargaining agreements that govern our participation in this plan. The agreements expire on various dates between 2018 and 2020. Approximately 47%, 29%, and 24% of our employee participants in this plan are covered by the agreements expiring in 2018, 2019, and 2020 respectively.


(3)	We are subject to approximately eight collective bargaining agreements with respect to this plan. Approximately 54%, 2%, and 44% of our employee participants in this plan are covered by the agreements expiring in 2018, 2019, and 2020 respectively.


(4)	We are party to four collective bargaining agreements with respect to this plan. The agreement expiring in September 2020 is the most significant as 63% of our employee participants in this plan are covered by that agreement.

(5) The most recent PPA Zone Status available in 2016 was for the plan's year-end at December 31, 2015. As of December 31, 2015, the estimated funding ratio of the plan was 80.8%. As of January 1, 2016, the actuary reported that the estimated funding ratio of the plan was 79.56%, and that the plan was certified to be in endangered status. A notice of endangered status was provided to the plan’s participants and beneficiaries, bargaining parties, the Pension Benefit Guaranty Corporation, and the Department of Labor. At the date of filing for the Annual Report on Form 10-K for the year ended December 31, 2016, Forms 5500 were not available for the plan year ended in 2016.

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, 2017, 2016 and 2015.



Pension Fund	Employer Identification Number	Pension Plan Number	Dean Foods Company Contributions (in millions)
Pension Fund	Employer Identification Number	Pension Plan Number	2017		2016		2015		Surcharge Imposed(3)
Western Conference of Teamsters Pension Plan	91-6145047	001	$	13.2	$	13.8	$	12.8	No
Central States, Southeast and Southwest Areas Pension Plan	36-6044243	001	9.5		8.6		9.3		No
Retail, Wholesale & Department Store International Union and Industry Pension Fund(1)	63-0708442	001	1.3		1.8		1.3		No
Dairy Industry – Union Pension Plan for Philadelphia Vicinity(1)	23-6283288	001	2.1		1.9		2.1		No
Other Funds(2)			3.1		4.0		4.4
Total Contributions			$	29.2	$	30.1	$	29.9


(1)	During the 2016 and 2015 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 2017.


(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.