16.	Retirement Plans :

The Company’s retirement plans consist of

two

401(k)

plans covering certain non-union employees,

two

separate

401(k)

plans covering all union employees, a profit sharing plans, a multi-employer pension plan covering certain CTI employees and a supplemental executive retirement plan (SERP) covering certain executive officers of the Company.

The

401(k)

retirement plans allow eligible employees to contribute up to the statutory maximum. The Company’s non-union

401(k)

matching contribution is determined annually by the Board of Directors and is based on a percentage of eligible employees’ earnings and contributions. For the non-union flat rolled segments’

401(k)

retirement plan, the Company matched

one

half

of each eligible employee’s contribution, limited to the

first

of eligible compensation.

For the union flat rolled segments’

401(k)

retirement plan, the Company matched

one

half

of each eligible employee’s contribution, limited to the

first

of eligible compensation.

For the

401(k)

retirement plan at our CTI locations, the Company matched

one

-half of each eligible employee’s contribution, limited to the

first

of eligible compensation.

All union employees now participate in the profit-sharing plan on a discretionary basis, like all non-union employees. Company contributions to the non-union profit-sharing plan are discretionary amounts as determined annually by the Board of Directors.

2005,

the Board of Directors adopted a SERP, which has been amended from time to time. Contributions to the SERP are based on: (i) a portion of the participants’ compensation multiplied by

13%;

and (ii) for certain participants a portion of the participants’ compensation multiplied by a factor which is contingent upon the Company’s return on invested capital. Benefits are subject to a vesting schedule of up to

five

years.

The Company, through its CTI subsidiary, contributes to

one

multiemployer pension plan – the Plumbing and Heating Wholesalers Retirement Income Plan for the Benefit of the Shopmen’s Division of Pipe Fitters’ Association Local Union

597,

EIN

6511016,

Plan Number

001

(the Multiemployer Plan). The risks of participating in the Multiemployer Plan are different from a single-employer plan in that

assets contributed to the multiemployer plan by

one

employer

may

be used to provide benefits to employees of other participating employers,

if a participating employer stops contributing to the plan, the unfunded obligations of the plan

may

be borne by the remaining participating employers, and

if CTI chooses to stop participating in the Multiemployer Plan, CTI

may

be required to pay the plan an amount based on the unfunded status of the plan, referred to as a withdrawal liability.

The most recent Pension Protection Act zone status available is for the plan year beginning

January

2016,

and the Multiemployer Plan’s actuary has certified that the Multiemployer Plan is neither in critical status nor endangered status and that it is in the green zone. The green zone status is based on information that CTI received from the Multiemployer Plan and is certified by the Multiemployer Plan’s actuary. Among other factors, plans in the green zone are at least

percent funded.

CTI contributes to the Multiemployer Plan under the terms of a collective bargaining agreement that covers certain of its union employees, and which expires

May

31,

2020.

CTI contributions to the Multiemployer Plan were immaterial for the years ended

December

31,

2016

and

2015.

Retirement plan expense, which includes all Company

401(k),

profit-sharing, SERP defined contributions and the Multiemployer Plan, amounted to

$2.2

million,

$2.0

million and

$2.2

million for the years ended

December

31,

2016,

2015

and

2014,

respectively.

The fair values of the Company’s SERP assets as of

December

31,

2016

are as follows:

	Quoted Prices		Observable		Unobservable
	in Active Markets		Inputs		Inputs
(in thousands)	Level 1		Level 2		Level 3
Money market funds		-		2,403		-
Fixed income				120
Mutual funds		-		3,297		-
Total	$	-	$	5,820	$	-