Employee Postretirement Benefits | Employee Postretirement Benefits Pension Plan and Other Postretirement Benefits The Company sponsors a noncontributory funded pension plan (the Pension Plan), an unfunded, nonqualified Executive Survivor and Supplemental Retirement Plan (ESSRP), both accounted for as defined benefit pension plans, and a postretirement healthcare plan accounted for as an other postretirement benefit plan. The Pension Plan, which previously covered substantially all corporate and OTP employees, was closed to new employees in 2013. The plan provides retirement compensation to all covered employees at age 65, with reduced compensation in cases of retirement prior to age 62. Participants are fully vested after completing five years of vesting service. The plan assets consist of equity funds, fixed income funds, cash and cash equivalents and alternative investments. None of the plan assets are invested in common stock or debt securities of the Company. The ESSRP, an unfunded plan, provides for defined benefit payments to executive officers and certain key management employees on their retirement for life, or to their beneficiaries on their death. The ESSRP was amended and restated in 2019 to i) freeze the participation in the restoration retirement benefit component of the plan and ii) freeze benefit accruals under the restoration retirement benefit component of the plan for all participants of the plan except any participants deemed to be grandfathered participants. The postretirement healthcare plan, closed to new participants in 2010, provides a portion of health insurance benefits for retired and covered corporate and OTP employees. To be eligible for retiree health insurance benefits, the employee must be 55 years of age with a minimum of 10 years of service. The plan is an unfunded plan and accordingly holds no plan assets. Pension Plan Assets. We have established a Retirement Plans Administration Committee to develop and monitor our investment strategy for our Pension Plan assets. Our investment strategy includes the following objectives: • The assets of the plan will be invested in accordance with all applicable laws in a manner consistent with fiduciary standards including Employee Retirement Income Security Act standards of 1974 (ERISA) (if applicable). Specifically: ◦ The safeguards and diversity that a prudent investor would adhere to must be present in the investment program. ◦ All transactions undertaken on behalf of the Pension Plan must be in the best interest of plan participants and their beneficiaries. • The primary objective is to provide a source of retirement income for its participants and beneficiaries. • The near-term primary financial objective is to improve and protect the funded status of the plan. • A secondary financial objective is to minimize pension funding and expense volatility where possible. We have developed an asset allocation target, measured at investment market value, to provide guideline percentages of investment mix. This investment mix is intended to achieve the financial objectives of the plan. The permitted range is a guide and will at times not reflect the actual asset allocation due to market conditions, actions of our investment managers and required cash flows to and from the Pension Plan. The following table presents our target asset allocation permitted range along with the actual asset allocation as of December 31, 2023 and 2022: Permitted Actual Allocation Asset Class Range 2023 2022 Return Enhancement 35 – 60% 48 % 48 % Risk Management 40 – 80% 51 51 Alternatives 0 – 20% 1 1 Total 100 % 100 % Return Enhancement investments are those that seek to provide equity-like, long-term capital appreciation. Examples include equity securities, including dynamic asset allocation funds, and higher yielding fixed income securities, such as high yield bonds and emerging market debt. Risk Management investments seek to decrease downside risk or act as a hedge against plan liabilities. Examples are cash and fixed income instruments. Alternative investments seek to either provide return enhancement through long-term appreciation or risk management through decreased downside risk. The defining characteristic of these asset types is uncorrelated source of returns, less liquidity and private market access. Examples include investments in the SEI Energy Debt Collective Fund. The following presents the fair value inputs classified within the fair value hierarchy used to measure Pension Plan assets at December 31, 2023 and 2022 and assets measured using the net asset value (NAV) practical expedient: (in thousands) Level 1 Level 2 Level 3 NAV Total December 31, 2023 Equity Funds $ 127,159 $ — $ — $ — $ 127,159 Fixed Income Funds 167,604 — — — 167,604 Hybrid Funds 10,980 — — — 10,980 U.S. Treasury Securities 23,218 — — — 23,218 SEI Energy Debt Collective Fund — — — 1,518 1,518 Total 328,961 — — 1,518 330,479 December 31, 2022 Equity Funds 124,327 — — — 124,327 Fixed Income Funds 156,424 — — — 156,424 Hybrid Funds 9,756 — — — 9,756 U.S. Treasury Securities 19,587 — — — 19,587 SEI Energy Debt Collective Fund — — — 3,703 3,703 Total $ 310,094 $ — $ — $ 3,703 $ 313,797 The investments held by the SEI Energy Debt Collective Fund on December 31, 2023 and 2022 consist mainly of below investment grade high yield bonds and loans of U.S. energy companies which trade at a discount to fair value. Redemptions are allowed semi-annually with a 95-day notice period, subject to fund director consent and certain gate, holdback and suspension restrictions. Subscriptions are allowed monthly with a three-year lock up on subscriptions. The fund’s assets are valued in accordance with valuations reported by the fund’s sub-advisor or the fund’s underlying investments or other independent third-party sources, although SEI in its discretion may use other valuation methods, subject to compliance with ERISA, as applicable. On an annual basis, as determined by the investment manager in its sole discretion, an independent valuation agent is retained to provide a valuation of the illiquid assets of the fund and of any other asset of the fund. Funded Status. The following table provides a reconciliation of the changes in the fair value of plan assets and the actuarially computed benefit obligation for the years ended December 31, 2023 and 2022 and the funded status of the plans as of December 31, 2023 and 2022: Pension Benefits (Pension Plan) Pension Benefits (ESSRP) Postretirement Benefits (in thousands) 2023 2022 2023 2022 2023 2022 Change in Fair Value of Plan Assets: Fair Value of Plan Assets at January 1 $ 313,797 $ 387,212 $ — $ — $ — $ — Actual Return on Plan Assets 34,196 (76,485) — — — — Company Contributions — 20,000 2,197 2,205 3,167 2,294 Benefit Payments (17,514) (16,930) (2,197) (2,205) (8,900) (8,173) Participant Premium Payments — — — — 5,733 5,879 Fair Value of Plan Assets at December 31 330,479 313,797 — — — — Change in Benefit Obligation: Benefit Obligation at January 1 308,055 416,697 35,624 46,840 49,947 69,311 Service Cost 3,698 6,576 72 195 565 1,338 Interest Cost 16,436 12,344 1,889 1,341 2,416 2,041 Benefit Payments (17,514) (16,930) (2,197) (2,205) (8,900) (8,172) Participant Premium Payments — — — — 5,733 5,879 Plan Amendments — — — — (17,493) — Actuarial (Gain) Loss 8,126 (110,632) 392 (10,547) (2,123) (20,450) Benefit Obligation at December 31 318,801 308,055 35,780 35,624 30,145 49,947 Funded Status $ 11,678 $ 5,742 $ (35,780) $ (35,624) $ (30,145) $ (49,947) Amounts Recognized in Consolidated Balance Sheets at December 31: Noncurrent Assets $ 11,678 $ 5,742 $ — $ — $ — $ — Current Liabilities — — (2,679) (2,414) (2,469) (2,970) Noncurrent Liabilities and Deferred Credits — — (33,101) (33,210) (27,676) (46,977) Net Asset (Liability) $ 11,678 $ 5,742 $ (35,780) $ (35,624) $ (30,145) $ (49,947) The accumulated benefit obligation of our Pension Plan was $288.8 million and $283.2 million as of December 31, 2023 and 2022. The accumulated benefit obligation of our ESSRP was $35.8 million and $35.6 million as of December 31, 2023 and 2022. In 2023, the Company amended its postretirement healthcare plan to eliminate, for Medicare-eligible participants, the employer-sponsored group waiver medical plan and instead allow participants to select an individual medical plan through a private marketplace exchange. The Company now provides these plan participants with an annual reimbursement to subsidize their medical premiums. The effect of the plan amendment reduced the Company’s projected benefit obligation by $20.1 million. The reduced benefit obligation included a $2.6 million reduction attributable to an increase in the discount rate used to measure the plan liability, which was 6.06% at the time of the amendment, compared to 5.52% used at December 31, 2022. The $17.5 million of savings attributable to the plan change is being recognized as a reduction to expense over 4.8 years, the expected remaining service period to retirement-age eligibility for active participants. The following assumptions were used to determine benefit obligations as of December 31, 2023 and 2022: Pension Benefits (Pension Plan) Pension Benefits (ESSRP) Postretirement Benefits 2023 2022 2023 2022 2023 2022 Discount Rate 5.57 % 5.51 % 5.53 % 5.51 % 5.53 % 5.52 % Long-Term Rate of Compensation Increase n/a n/a 3.00 % 3.00 % n/a n/a Participants up to Age 39 (1) 4.50 % 4.50 % n/a n/a n/a n/a Participants Ages 40 to 49 (2) 4.50 % 3.50 % n/a n/a n/a n/a Participants Age 50 and Older (3) 3.75 % 2.75 % n/a n/a n/a n/a Healthcare Cost Immediate Trend Rate n/a n/a n/a n/a 6.97 % 7.50 % Healthcare Cost Ultimate Trend Rate n/a n/a n/a n/a 4.00 % 4.00 % Year the Rate Reaches the Ultimate Trend Rate n/a n/a n/a n/a 2048 2048 (1) Amount reflects rate of compensation increases for both union and non-union employees. (2) Amount reflects rate of compensation increases for union employees. The rate of compensation increases for non-union employees is 3.50%. (3) Amount reflects rate of compensation increases for union employees. The rate of compensation increases for non-union employees is 3.00%. The measurement of the plan asset or benefit obligation recognized for our Pension Plan, ESSRP and postretirement healthcare benefit plan included the following significant actuarial adjustments: • For the Pension Plan, an increase in the discount rate in 2023 and 2022 reduced our obligation by $2.2 million and $117.1 million. Changes in retirement rate, percentage married, spouse age, benefit election, benefit commencement age and wage assumptions increased our benefit obligation in 2023 by $7.9 million. Changes in plan participant census data increased our benefit obligation by $3.1 million in 2023. Actual returns on Pension Plan assets in 2023 were $34.2 million, compared to an expected return of $25.9 million, impacting our obligation by $8.3 million. • For the ESSRP, an increase in the discount rate in 2023 and 2022 reduced our obligation by $0.1 million and $10.2 million. • For the postretirement healthcare plan, a plan amendment during 2023, as described above, decreased our benefit obligation by $17.5 million. An increase in the discount rate in 2023 and 2022 reduced our obligation by $1.3 million and $17.9 million. Revised estimates of healthcare cost trends and participant contribution assumptions increased the benefit obligation by $1.1 million in 2023. Net Periodic Benefit Cost. A portion of service cost may be capitalized as a cost of self-constructed property, plant and equipment. When recognized in the consolidated statements of income, service cost is recognized within one of the components of operating expenses. Nonservice cost components of net periodic benefit cost may be deferred and recognized as a regulatory asset under the accounting guidance for regulated operations. When recognized in the consolidated statements of income, nonservice cost components are recognized as nonservice cost components of postretirement benefits. The following table lists the components of net periodic benefit cost of our defined benefit pension plans and other postretirement benefits for the years ended December 31, 2023, 2022 and 2021: Pension Benefits (Pension Plan) Pension Benefits (ESSRP) Postretirement Benefits (in thousands) 2023 2022 2021 2023 2022 2021 2023 2022 2021 Service Cost $ 3,698 $ 6,576 $ 7,462 $ 72 $ 195 $ 187 $ 565 $ 1,338 $ 1,722 Interest Cost 16,436 12,344 11,660 1,889 1,341 1,228 2,416 2,041 1,891 Expected Return on Assets (25,914) (23,684) (22,359) — — — — — — Amortization of Prior Service Cost — — — — — — (6,649) (5,733) (5,733) Amortization of Net Actuarial Loss — 7,865 10,914 — 567 620 — 3,063 3,774 Net Periodic Benefit Cost $ (5,780) $ 3,101 $ 7,677 $ 1,961 $ 2,103 $ 2,035 $ (3,668) $ 709 $ 1,654 The following table includes the impact of regulation on the recognition of periodic benefit cost arising from pension and other postretirement benefits for the years ended December 31, 2023, 2022 and 2021: (in thousands) 2023 2022 2021 Net Periodic Benefit Cost $ (7,487) $ 5,913 $ 11,366 Net Amount Amortized Due to the Effect of Regulation 1,225 1,121 21 Net Periodic Benefit Cost Recognized $ (6,262) $ 7,034 $ 11,387 The following assumptions were used to determine net periodic benefit cost for the years ended December 31, 2023, 2022 and 2021: Pension Benefits (Pension Plan) Pension Benefits (ESSRP) Postretirement Benefits 2023 2022 2021 2023 2022 2021 2023 2022 2021 Discount Rate 5.51 % 3.03 % 2.78 % 5.51 % 2.93 % 2.61 % 5.52 % 3.01 % 2.75 % Long-Term Rate of Return on Plan Assets 7.00 % 6.30 % 6.51 % n/a n/a n/a n/a n/a n/a Long-Term Rate of Compensation Increase n/a n/a n/a 3.00 % 3.00 % 3.00 % n/a n/a n/a Participants to Age 39 4.50 % 4.50 % 4.50 % n/a n/a n/a n/a n/a n/a Participants Ages 40 to 49 3.50 % 3.50 % 3.50 % n/a n/a n/a n/a n/a n/a Participants Age 50 and Older 2.75 % 2.75 % 2.75 % n/a n/a n/a n/a n/a n/a We develop our estimated discount rate through the use of a hypothetical bond portfolio method. This method derives the discount rate from the average yield of a collection of high credit quality bonds which produce cash flows similar to our anticipated future benefit payments. We estimate the assumed long-term rate of return on plan assets based primarily on asset category studies using historical market return and volatility data with forward-looking estimates based on existing financial market conditions and forecasts of capital markets. Modest excess return expectations versus some market indices are incorporated into the return projections based on the actively managed structure of the investment programs and their records of achieving such returns historically. The following table presents the amounts not yet recognized as components of net periodic benefit cost as of December 31, 2023 and 2022: Pension Benefits (Pension Plan) Pension Benefits (ESSRP) Postretirement Benefits (in thousands) 2023 2022 2023 2022 2023 2022 Regulatory Assets (Liabilities): Unrecognized Prior Service Cost $ — $ — $ — $ — $ (18,845) $ (8,400) Unrecognized Actuarial Loss 85,227 85,367 1,061 979 1,759 3,993 Net Regulatory Assets (Liabilities) 85,227 85,367 1,061 979 (17,086) (4,407) Accumulated Other Comprehensive Income (Loss): Unrecognized Prior Service Cost — — — — 498 99 Unrecognized Actuarial Gain (Loss) 1,994 1,978 (1,403) (1,093) 707 818 Total Accumulated Other Comprehensive Income (Loss) $ 1,994 $ 1,978 $ (1,403) $ (1,093) $ 1,205 $ 917 Cash Flows. We did not make any contributions to our Pension Plan in 2023. We made discretionary contributions of $20.0 million and $10.0 million in 2022 and 2021. As of December 31, 2023, we had no minimum funding requirements for our Pension Plan. Contributions to our ESSRP and postretirement healthcare plan are equal to the benefits paid to plan participants. The following reflects anticipated benefit payments to be paid in each of the next five years and in the aggregate for the five year period thereafter under our pension plans and postretirement healthcare plan: (in thousands) 2024 2025 2026 2027 2028 2029-2033 Projected Pension Plan Benefit Payments $ 18,851 $ 19,274 $ 19,828 $ 20,318 $ 20,882 $ 110,291 Projected ESSRP Benefit Payments 2,747 2,697 2,823 2,994 2,938 14,437 Projected Postretirement Benefit Payments 2,469 2,497 2,544 2,547 2,476 12,045 Total $ 24,067 $ 24,468 $ 25,195 $ 25,859 $ 26,296 $ 136,773 401K Plan We sponsor a 401K plan for the benefit of all corporate and subsidiary company employees. Contributions made to these plans totaled $7.8 million for 2023, $6.7 million for 2022 and $6.5 million for 2021. |