Employee Benefits | 4. Employee Benefits Qualified and Nonqualified Defined Benefit Pension Plans YRC Worldwide and certain of our operating subsidiaries sponsor qualified and nonqualified defined benefit pension plans for certain employees not covered by collective bargaining agreements (approximately 9,000 current, former and retired employees). Qualified and nonqualified pension benefits are based on years of service and the employees’ covered earnings. Employees covered by collective bargaining agreements participate in various multi-employer pension plans to which YRC Worldwide contributes, as discussed below. Regional Transportation does not offer a defined benefit pension plan and instead offers retirement benefits through contributory 401(k) savings plans, as discussed below. The domestic YRC Worldwide defined benefit pension plans closed to new participants effective January 1, 2004 and the benefit accrual for active employees was frozen effective July 1, 2008. Our actuarial valuation measurement date for our pension plans is December 31. Funded Status 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, 2019 and 2018, and the funded status at December 31, 2019 and 2018, is as follows: (in millions) 2019 2018 Change in benefit obligation: Benefit obligation at beginning of year $ 1,073.2 $ 1,228.4 Interest cost 45.7 44.1 Benefits paid (96.7 ) (110.4 ) Actuarial (gain) loss 106.5 (88.5 ) Other 0.1 (0.4 ) Benefit obligation at year end $ 1,128.8 $ 1,073.2 Change in plan assets: Fair value of plan assets at prior year end $ 874.9 $ 998.3 Actual return on plan assets 112.1 (27.8 ) Employer contributions 9.7 15.2 Benefits paid (96.7 ) (110.4 ) Other — (0.4 ) Fair value of plan assets at year end $ 900.0 $ 874.9 Funded status at year end $ (228.8 ) $ (198.3 ) The underfunded status of the plans of $228.8 million and $198.3 million at December 31, 2019 and 2018, respectively, is recognized in the accompanying consolidated balance sheets as shown in the table below. No plan assets are expected to be returned to the Company during the year ending December 31, 2020. Our long-term strategy is to reduce the risk of our plans and improve the funded status. In 2017, the Company amended the domestic pension plans to provide an automatic commencement of benefit at age 65, regardless of employment status, in an effort to reduce our long-term pension obligations and ongoing annual pension expense. At the same time, the Yellow Transportation Plan was amended to permit the payment of lump sum benefit payments for those participants who reached age 65. Effective January 1, 2018, the Yellow Transportation Plan was amended to permit the payment of lump sum benefit payments for all participants. The impact of these amendments to the benefit obligation is reflected in “Plan amendments” in the above table. These amendments triggered non-cash settlement charges of $10.9 million and $7.6 million in 2018 and 2017, respectively, due to the amount of lump sum benefit payments distributed from plan assets. The lump sum benefit payments reduce pension obligations and are funded from existing plan assets. The non-cash settlement charge results from the requirement to expense the unrecognized actuarial losses associated with the lump sum settlements, which are reflected in nonoperating expenses. The charge had no effect on total equity because the actuarial losses were already recognized in accumulated other comprehensive loss. Accordingly, the effect on retained earnings was offset by a corresponding reduction in accumulated other comprehensive loss. In 2019, the closure of a small plan for Canadian employees resulted in lump sum benefit payments and annuity purchase premium transfers. These payments triggered a non-cash settlement charge of $1.8 million. Like previous non-cash settlement charges, this was reflected in nonoperating expenses, with a corresponding offset in accumulated other comprehensive loss. Benefit Plan Obligations Amounts recognized in the consolidated balance sheets for pension benefits at December 31 are as follows: (in millions) 2019 2018 Noncurrent assets $ 6.1 $ 2.7 Current liabilities 1.0 0.8 Noncurrent liabilities 233.9 200.2 Amounts recognized in accumulated other comprehensive loss at December 31 consist of: (in millions) 2019 2018 Net actuarial loss $ 406.1 $ 368.9 Net prior service credit (9.8 ) (10.3 ) Total $ 396.3 $ 358.6 As shown above, included in accumulated other comprehensive loss at December 31, 2019, are unrecognized actuarial losses of $396.3 million ($372.1 million, net of tax). The expected amortization of actuarial loss and net prior service credit included in accumulated other comprehensive loss and expected to be recognized in net periodic cost in 2020 is $15.0 million and $0.4 million, respectively. Information for pension plans with an accumulated benefit obligation (“ABO”) in excess of plan assets and plan assets that exceed ABO at December 31, 2019 and 2018 is as follows: At December 31, 2019 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 960.9 $ 167.9 $ 1,128.8 Accumulated benefit obligation 960.9 167.9 1,128.8 Fair value of plan assets 726.0 174.0 900.0 At December 31, 2018 (in millions) ABO Exceeds Assets Assets Exceed ABO Total Projected benefit obligation $ 927.6 $ 145.6 $ 1,073.2 Accumulated benefit obligation 927.6 145.6 1,073.2 Fair value of plan assets 726.6 148.3 874.9 Assumptions Weighted average actuarial assumptions used to determine benefit obligations at December 31: 2019 2018 Discount rate 3.56 % 4.44 % Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31: 2019 2018 2017 Discount rate 4.44 % 3.77 % 4.27 % Expected rate of return on assets 7.0 % 7.0 % 7.0 % Mortality table (a) Pri-2012 (MP-2019 Scale, Custom) RP-2014 (MP-2016 Scale, Custom) RP-2014 (MP-2016 Scale, Custom) (a) The 2019, 2018 and 2017 mortality tables were based on a custom mortality improvement scale to reflect expectations of underlying plan participants. The discount rate refers to the interest rate used to discount the estimated future benefit payments to their present value, also referred to as the benefit obligation. The discount rate allows us to estimate what it would cost to settle the pension obligations as of the measurement date, December 31, and is used as the interest rate factor in the following year’s pension cost. We determine the discount rate by selecting a portfolio of high quality noncallable bonds such that the coupons and maturities exceed or are similar to our expected benefit payments. In determining the expected rate of return on assets, we consider our historical experience in the plans’ investment portfolio, historical market data and long-term historical relationships as well as a review of other objective indices including current market factors such as inflation and interest rates. Although plan investments are subject to short-term market volatility, we believe they are well diversified and closely managed. Our asset allocation as of December 31, 2019 and 2018, and targeted long-term asset allocation for the plans are as follows: 2019 2018 Target Equities 33.0 % 39.0 % 38.0 % Debt Securities 30.0 % 24.0 % 30.0 % Absolute Return 37.0 % 37.0 % 32.0 % Based on various market factors, we selected an expected rate of return on assets of 7.0% effective for the 2019 and 2018 valuations. We will continue to review our expected long-term rate of return on an annual basis and revise appropriately. The pension trust holds no YRC Worldwide securities. Future Contributions and Benefit Payments We expect to contribute approximately $31.5 million to our single-employer pension plans in 2020. Expected benefit payments from our qualified and non-qualified defined benefit pension plans for each of the next five years and the total benefit payments for the following five years ended December 31 are as follows: (in millions) 2020 2021 2022 2023 2024 2025-2029 Expected benefit payments $ 89.4 $ 85.8 $ 84.3 $ 80.6 $ 80.1 $ 370.1 Pension and Other Post-retirement Costs The components of our net periodic pension cost, other post-retirement costs and other amounts recognized in other comprehensive loss (income) for the years ended December 31, 2019, 2018 and 2017 were as follows: (in millions) 2019 2018 2017 Net periodic benefit cost: Service cost $ — $ — $ 5.4 Interest cost 45.7 44.1 51.1 Expected return on plan assets (57.3 ) (60.0 ) (59.3 ) Amortization of prior net losses 12.8 14.6 15.5 Amortization of prior net service credit (0.4 ) (0.4 ) — Settlement adjustment 1.8 10.9 7.6 Net periodic pension cost $ 2.6 $ 9.2 $ 20.3 Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income): Net actuarial gains (losses) and other adjustments $ 51.9 $ (0.9 ) $ (43.7 ) Net prior service credit — — (10.7 ) Settlement adjustment (1.8 ) (10.9 ) (7.6 ) Amortization of prior net losses (12.8 ) (14.6 ) (15.5 ) Amortization of prior net service credit 0.4 0.4 — Total recognized in other comprehensive loss (income) 37.7 (26.0 ) (77.5 ) Total recognized in net periodic benefit cost and other comprehensive loss (income) $ 40.3 $ (16.8 ) $ (57.2 ) During the years ended December 31, 2019, 2018 and 2017 the income tax expense (benefit) related to amounts in other comprehensive (income) loss was $(0.3) million, $(0.1) million and $13.3 million, respectively. Fair Value Measurement Our pension assets are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of Level 1 assets are based on quoted market prices. The majority of the Level 1 assets presented in the table below include common stock of both U.S. and, to a lesser extent, international companies, and mutual funds, which are actively traded and priced in the market. The fair value of Level 2 assets are based on other significant observable inputs, including quoted prices for similar securities. The Level 2 assets presented in the below table consist primarily of fixed income and absolute return funds where values are based on the quoted prices of similar securities and observable market data. Level 3 assets are those where the fair value is determined based on unobservable inputs. The Level 3 assets consist primarily of private equities, and the assets are either priced at cost less cash distributions for recent asset purchases, third-party valuations or discounted cash flow methods. Assets that are not considered Level 1, 2 or 3 assets are valued at the net asset value (“NAV”) of the underlying investments held, as determined by the fund managers. The methods and assumptions used by third-party pricing sources may include a variety of factors, such as recently executed transactions, existing contracts, economic conditions, industry or market developments, and overall credit ratings. These estimated fair values may differ significantly from the values that would have been used had a ready market for these investments existed and as such, differences could be material. The availability of observable data is monitored by plan management to assess appropriate classification of financial instruments within the fair value hierarchy. Depending upon the availability of such inputs, specific securities may transfer between levels. In such instances, the transfer is reported at the end of the reporting period. The tables below detail by level, within the fair value hierarchy, the pension assets at fair value as of December 31, 2019 and December 31, 2018: Pension Assets at Fair Value as of December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Equities $ 67.0 $ 66.6 $ 0.4 $ — Private equities 36.4 — — 36.4 Fixed income: Corporate and other 29.0 2.2 18.4 8.4 Government 204.2 53.3 150.9 — Interest bearing 27.2 15.0 12.2 — Investments measured at NAV (a) 536.2 Total plan assets $ 900.0 $ 137.1 $ 181.9 $ 44.8 Pension Assets at Fair Value as of December 31, 2018 (in millions) Total Level 1 Level 2 Level 3 Equities $ 67.7 $ 65.5 $ 2.2 $ — Private equities 43.4 — — 43.4 Fixed income: Corporate and other 24.8 7.7 16.2 0.9 Government 177.1 67.2 109.9 — Interest bearing 25.1 (10.5 ) 35.6 — Investments measured at NAV (a) 536.8 Total plan assets $ 874.9 $ 129.9 $ 163.9 $ 44.3 (a) Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The table below presents the activity of our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3): (in millions) Private Equities Fixed income Total Level 3 Balance at December 31, 2017 $ 46.6 $ 6.0 $ 52.6 Purchases — 0.6 0.6 Sales (0.3 ) — (0.3 ) Unrealized losses (2.9 ) (5.7 ) (8.6 ) Balance at December 31, 2018 $ 43.4 $ 0.9 $ 44.3 Purchases — 8.1 8.1 Sales (16.7 ) (0.8 ) (17.5 ) Realized gains 1.9 — 1.9 Unrealized gains 7.8 0.2 8.0 Balance at December 31, 2019 $ 36.4 $ 8.4 $ 44.8 The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2019: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 127.0 $ 1.7 Redemptions not permitted Fixed income (b) 231.4 4.1 Redemptions not permitted Equities (c) 81.9 — Daily, Monthly 0-30 days Absolute return (d) 95.9 — Monthly, Quarterly 3-75 days Total $ 536.2 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Primarily consists of investments in royalty payments from marketers of pharmaceuticals and related debt securities. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. The following table sets forth a summary of the assets for which a reported NAV is used to estimate the fair value as of December 31, 2018: Fair value estimated using Net Asset Value per Share (in millions) Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Private equities (a) $ 155.2 $ 2.8 Redemptions not permitted Fixed income (b) 189.2 0.5 Redemptions not permitted Equities (c) 84.0 — Monthly 3-30 days Absolute return (d) 108.4 — Monthly, Quarterly 2-45 days Total $ 536.8 (a) Consists of private equity investments in pharmaceuticals and companies primarily in the technology and healthcare sectors. (b) Primarily consists of investments in royalty payments from marketers of pharmaceuticals and related debt securities. (c) Consists of public equity investments in U.S. and non-U.S. markets. (d) Consists of investments in global markets, including derivative securities of equity and fixed income indexes, commodities and interest rates. Generally, the investment strategy for private equities consists of direct investments or investments through limited partnerships with managers who purchase interests in non-public companies. The typical investment strategies of the fixed income and equity funds is based on fundamental and quantitative analysis and consists of long and hedged strategies. The general strategy of the absolute return funds consists of alternative investment techniques, including derivative instruments and other unconventional assets, to achieve an absolute return rate. Multi-Employer Plans YRC Freight, Holland, Reddaway, and New Penn contribute to various separate multi-employer health, welfare and pension plans for employees that are covered by our collective bargaining agreements (approximately 79% of total employees of YRC Worldwide and its subsidiaries). The collective bargaining agreements determine the amounts of these contributions. The health and welfare plans provide medical related benefits to active employees and retirees. The pension plans provide retirement benefits to retired participants. We recognize multi-employer pension cost within ‘Salaries, wages and employee benefits’ the contractually required contributions for the period and recognize as a liability any contributions due and unpaid at period end. We do not directly manage the multi-employer plans to which we contribute. The trusts covering these plans are generally managed by trustees, half of whom the unions appoint and half of whom various contributing employers appoint. We expensed the following amounts related to these plans for the years ended December 31: (in millions) 2019 2018 2017 Health and welfare $ 503.5 $ 499.3 $ 482.6 Pension 127.6 115.5 98.1 Total $ 631.1 $ 614.8 $ 580.7 Pension Through the third quarter of 2009, we deferred payment of certain of our contributions to multi-employer pension funds. These deferred payments have been recognized as an operating expense and the liability was recorded as deferred contribution obligations. Beginning in the third quarter of 2009 through May 2011, most of our collective bargaining agreements provided for a temporary cessation of pension contributions so no expense or liability was required to be recognized for that period. In accordance with modifications to our collective bargaining agreements, we agreed to resume making pension contributions effective June 1, 2011 at 25.0% of the contribution rate in effect as of July 1, 2009. The following table provides additional information related to our participation in individually significant multi-employer pension plans for the year ended December 31, 2019: Expiration Date Funding of Collective- Pension Protection Zone Status (b) Improvement or Employer Bargaining Pension Fund (a) EIN Number 2019 2018 Rehabilitation Plan Surcharge Imposed Agreement Central States, Southeast and Southwest Areas Pension Fund 36-6044243 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters National 401(k) Savings Plan (c) 52-1967784 N/A N/A N/A No 3/31/2024 Road Carriers Local 707 Pension Fund 51-6106510 Critical and Declining Critical and Declining Yes No 3/31/2024 Teamsters Local 641 Pension Fund 22-6220288 Critical and Declining Critical and Declining Yes No 3/31/2024 (a) The determination of individually significant multi-employer plans is based on our contributions to the plans relative to our total contributions over the periods presented, as well as our contributions to the plans relative to the total contributions that the individual plans received during the periods presented. (b) The Pension Protection Zone Status indicated herein is based on information that the Company obtained from the plans’ Forms 5500. Unless otherwise noted, the most recent PPA zone status available for 2019 and 2018 is for the plan’s year-end during calendar years 2018 and 2017, respectively. Among other factors, plans in the critical or critical and declining zone are generally less than 65 percent funded, plans in the endangered zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (c) The policies of the Western Conference of Teamsters Pension Trust precluded the Company from reentering the plan on June 1, 2011. The plan did not assess a withdrawal liability and has not done so since June 1, 2011. Contributions related to the employees previously covered by this plan are now being made to the Teamsters National 401(k) Plan. YRC Worldwide was listed in the Central States, Road Carriers Local 707 Pension Fund and Teamsters Local 641 Pension Fund’s Forms 5500 as providing more than 5 percent of the total contributions for 2018 and 2017. We contributed a total of $128.8 million, $112.6 million and $97.8 million to the multi-employer pension funds for the years ended December 31, 2019, 2018 and 2017. The following table provides the pension amounts contributed by fund for those funds that are considered to be individually significant: (in millions) 2019 2018 2017 Central States, Southeast and Southwest Areas Pension Plan $ 77.7 $ 70.7 $ 58.8 Teamsters National 401(k) Savings Plan 19.0 14.7 13.1 Road Carriers Local 707 Pension Fund 2.5 2.2 2.2 Teamsters Local 641 Pension Fund 2.1 1.8 1.5 In 2006, the PPA became law and modified both the Code as it applies to multi-employer pension plans and the Employment Retirement Income Security Act of 1974 (as amended, “ERISA”). The Code and ERISA (in each case, as so modified) and related regulations establish minimum funding requirements for multi-employer pension plans. In 2014, the MPRA became law which modified the ability to suspend accrued benefits of plans facing insolvency by adding a new zone status of Critical and Declining. If any of our multi-employer pension plans fail to meet minimum funding requirements, meet a required funding improvement or rehabilitation plan that the PPA may require for certain of our underfunded plans, obtain from the IRS certain changes to or a waiver of the requirements in how the applicable plan calculates its funding levels, or reduce pension benefits to a level where the requirements are met, then we could be required to make additional contributions to the pension plan. If any of our multi-employer pension plans enters critical status or worse and our contributions are not sufficient to satisfy any rehabilitation plan schedule, the PPA could require us to make additional surcharge contributions to the multi-employer pension plan in the amount of five to ten percent of the existing contributions required by our labor agreement for the remaining term of the labor agreement. In 2016 and 2015, the Central States, Southeast and Southwest Pension Plan and Road Carriers Local 707 Pension Fund filed an application under MPRA with the Department of Treasury requesting the approval of a benefit suspension plan, which was denied. In 2016, the New York State Teamsters Conference Pension and Retirement Fund filed a suspension application which was approved and implemented October 2017. The plan requires annual future employer contribution increases of 3.5% to the plan. If we fail to make our required contributions to a multi-employer plan under a funding improvement or rehabilitation plan, it would expose us to penalties including potential withdrawal liability. If the benchmarks that an applicable funding improvement or rehabilitation plan provides are not met by the end of a prescribed period, the IRS could impose an excise tax on us and the plan’s other contributing employers. These excise taxes are not contributed to the deficient funds, but rather are deposited in the United States general treasury funds. A requirement to materially increase contributions beyond our contractually agreed rate or the imposition of an excise tax on us could have a material adverse impact on the financial results and liquidity of the Company. 401(k) Savings Plans We sponsor the YRC Worldwide Inc. 401(k) Plan and the Reddaway Hourly 401(k) Plan, which are defined contribution plans primarily for employees that our collective bargaining agreements do not cover. The plans permit participants to make contributions to the plans and permit the employer of participants to make contributions on behalf of the participants. Additionally, the Reddaway Hourly 401(k) Plan allows for a non-elective employer contribution. Including non-elective employer contributions, total employer contributions were $12.8 million in 2019, $13.3 million in 2018 and $10.3 million in 2017. Our employees covered under collective bargaining agreements may also participate in union-sponsored 401(k) plans. Annual Incentive Awards The Company provides an annual cash incentive compensation plan (Annual Incentive Plan, or AIP) to certain salaried employees across various levels of the organization which is based on factors such as operating revenues and Adjusted EBITDA achieved for the year, compared to targeted operating results. Results from operations include performance incentive accruals of $29.8 million in 2018, with no such accruals in 2019 or 2017. The AIP awards earned for a year are paid in the first quarter of the following year. |