8.	Employee Benefit Plans

The Company has migrated its retirement benefits from defined-benefit pension plans to defined-contribution retirement plans, utilizing its current 401(k) plan. The Company sponsored two qualified defined-benefit pension plans that covered substantially all employees. A third defined-benefit pension plan is non-qualified and covered certain executive officers of the Company. The Company also sponsors a defined-contribution 401(k) plan that covers substantially all employees.

Defined-Benefit Plans

In 2007, the Company amended its hourly and salaried defined-benefit pension plans so that employees no longer accrued benefits under them after December 31, 2007. This action "froze" the benefits for all employees and prevented future hires from joining the plans, effective December 31, 2007. Currently, the Company provides supplemental discretionary contributions to substantially all employees' individual 401(k) accounts.

The Company contributed $3 million in 2013 and 2012, which satisfied the required minimum contribution in each year.

In future years, the Company may be required to make cash contributions to the two defined-benefit pension plans. The annual contributions will be based on the amount of the unfunded plan liabilities derived from the frozen benefits and will not include liabilities for any future accrued benefits for any new or existing participants. The total amount of these future cash contributions will depend on the investment returns generated by the plans' assets and the then-applicable discount rates used to calculate the plans' liabilities.

The measurement dates of the assets and liabilities of all plans presented for 2013 and 2012 were December 31, 2013 and December 31, 2012, respectively.

Summarized information on the Company's defined-benefit pension plans is as follows:

Obligations and Funded Status at December 31,	2013			2012

Change in Benefit Obligation
Benefit obligation at beginning of year	$	85,516		$	77,230
Service cost		-			-
Interest cost		3,349			3,574
Actuarial (gain) loss		(7,921	)		7,745
Benefits paid		(3,460	)		(3,033	)
Benefit obligation at end of year		77,484			85,516

Change in Plan Assets
Fair value of plan assets at beginning of year		65,890			58,148
Actual return on plan assets		12,403			7,619
Employer contributions		3,160			3,156
Benefits paid		(3,460	)		(3,033	)
Fair value of plan assets at end of year		77,993			65,890

Funded Status
Funded status		509			(19,626	)
Unrecognized net actuarial loss		30,284			47,016
Unrecognized prior service cost		-			-
Net amount recognized	$	30,793		$	27,390

Weighted Average Assumptions for the years ended December 31,	2013			2012
Discount rate		4.00	%		4.75	%
Expected long-term return on plan assets		8.00	%		8.00	%
Rate of compensation increases		N/A			N/A

Components of Net Periodic Pension Cost	2013			2012
Service cost	$	-		$	-
Interest cost		3,349			3,574
Expected return on assets		(5,238	)		(4,650	)
Recognized gains		1,645			1,481
Prior service cost recognized		-			-
Net periodic pension cost	$	(244	)	$	405

Amounts Recognized on the Balance Sheet	2013			2012
Accrued benefit liability	$	509		$	(19,626	)
Accumulated other comprehensive loss, net of tax		19,379			29,620
Deferred tax asset		10,905			17,396
	$	30,793		$	27,390

Weighted Average Assumptions as of December 31,	2013			2012
Discount rate		4.75	%		4.00	%
Rate of compensation increases		N/A			N/A

Information for Pension Plans with an Accumulated Benefit Obligation in excess of plan assets		2013			2012
Projected benefit obligation	$	77,484		$	85,516
Accumulated benefit obligation	$	77,484		$	85,516
Fair value of plan assets	$	77,993		$	65,890

Pension Weighted Average Asset Allocations as of December 31,		2013			2012
Debt securities		-			25	%
Equity securities		6	%		69	%
Real estate		-			5	%
Money market funds		94	%		1	%
		100	%		100	%

The estimated future benefit payments for the defined-benefit plans for each of the next five years and the total amount for years six through ten, are as follows: 2014-$3.7 million, 2015-$3.8 million, 2016-$4.0 million, 2017-$4.1 million, 2018-$4.3 million and for the five year period ending 2023-$23.2 million.

The Company determines the expected return on plan assets based on the target asset allocations. In addition, the historical returns of the plan assets are also considered in arriving at the expected rate of return.

The Company recorded an adjustment to the additional minimum pension liability, net of tax, which increased comprehensive income by $10.2 million in 2013 and decreased comprehensive income by $2.1 million and $7.9 million in 2012, and 2011, respectively.

Plan Assets

The investment objective until late in the fourth quarter of 2013 was to produce income and long-term appreciation through a target asset allocation of 35% debt securities and other fixed income investments including cash and short-term instruments, and 65% equity investments, to provide for the current and future benefit payments of the plans. The pension plans are not invested in the common stock of the Company.

The Company expects to satisfy all of its obligations under the frozen pension plans when market conditions are favorable. Late in the fourth quarter of 2013, 94% of the pension plans' assets were allocated to money market funds to capture the investment returns in 2013. This was an initial step to prepare to fully fund and terminate the plans in accordance with Internal Revenue Service and Pension Benefit Guaranty Corporation requirements, which if successful, would not occur before late 2014 or early 2015. Plan participants will not be adversely affected by the plan terminations, but rather will have their benefits either converted into a lump sum cash payment or an annuity contract placed with an insurance carrier.

It is expected that the settlement of the frozen pension plans would have a material impact in the financial results of the period in which it occurs, and may have a material financial impact on the financial position of the Company.

The Company adopted the provisions of the Financial Accounting Standard Board's Accounting Standards Codification 821.10 ("ASC 820.10") which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Company has determined that all financial assets of both its defined-benefit pension plans are level 2 in the fair value hierarchy established by ASC 820.10. The valuation of level 2 assets are based on inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the assets.

The disclosures focus on the inputs used to measure fair value. The following is a description of the valuation methodologies used to measure the plans' assets at fair value:

Pooled separate accounts: Valued at the net asset value ("NAV") of units held by the plans at year end, which is determined by aggregating the quoted market values of the underlying assets.

Money market funds: Valued at the NAV of shares held by the plans at year end, which is generally intended to equal one dollar per share.

The following table sets forth the defined-benefit plans' assets at fair value:

December 31,	2013		2012

Pooled separate accounts:
Equity securities:
U.S. small cap equity funds	$	-	$	7,637
U.S. mid-cap equity funds		-		18,626
U.S. large-cap equity funds		-		5,848
International equity funds		4,458		13,083
Domestic real estate funds		-		3,640
Fixed income securities:
Corporate bond funds		-		16,510
Money market fund		73,535		546
	$	77,993	$	65,890

Defined-Contribution Plans

Prior to 2007, the Company also sponsored two qualified defined-contribution plans that covered substantially all of its hourly and salaried employees. Effective January 1, 2007, the qualified defined-contribution plans were merged into a single 401(k) plan. Under the terms of the 401(k) plan, the Company matches a certain portion of employee contributions. Expenses related to matching employee contributions to the 401(k) plan were $3.0 million, $2.3 million, and $2.0 million in 2013, 2012, and 2011, respectively.

Additionally, in 2013, 2012, and 2011 the Company provided supplemental discretionary contributions to the individual 401(k) accounts of substantially all employees. Each employee received a supplemental contribution to their account based on a uniform percentage of qualifying compensation established annually. The cost of these supplemental contributions totaled $4.9 million, $3.3 million, and $2.1 million in 2013, 2012, and 2011, respectively.

Non-Qualified Plan

The Company also sponsors a non-qualified defined-contribution plan, the Supplemental Executive Retirement Plan, which covered certain of its salaried employees. Only one participant, who is retired, remains in this plan.