The Company and its subsidiaries have noncontributory defined benefit pension plans covering substantially all noncontractual employees. Benefits are based on years of service and employee compensation. Contributions are made based upon at least the minimum amounts required to be funded under provisions of the Employee Retirement Income Security Act of 1974, with the maximum amounts not to exceed the maximum amount deductible under the Internal Revenue Code. The plans’ assets are held in bank-administered trust funds and are primarily invested in equity and government securities. Additionally, the Company participates in several multiemployer plans, which provide defined benefits to the Company’s union employees. In the event of insolvency or reorganization, plan terminations or withdrawal by the Company from the multiemployer plans, the Company may be liable for a portion of the plan’s unfunded vested benefits, the amount of which, if any, has not been determined. The merger of Carolina Freight into ABF was not considered a withdrawal.

A summary of the components of net periodic pension costs for the defined benefit plans for the periods indicated and the total contributions charged to pension expense for the multiemployer plans follows:


                                                   Year Ended December 31
                                                   1996     1995     1994  
                                                         ($ thousands)
Defined Benefit Plans
  Service cost - benefits earned during the year $ 8,025  $ 5,075  $ 4,492
  Interest cost on projected benefit obligations  11,028    8,095    5,249
  Actual return on plan assets (gain) loss       (17,324) (25,632)     220
  Net amortization and deferral                    4,765   17,906   (5,379)
    Net pension cost of defined benefit plans      6,494    5,444    4,582
Multiemployer Plans                               60,930   51,951   40,833 
  Total pension expense                          $67,424  $57,395  $45,415 

Assumptions used in determining net periodic pension cost for the defined benefit plans were:


                                             Year Ended December 31
                                        1996            1995        1994 

Weighted average discount rate          7.10%      7.80% to 8.73%   7.24%
Annual compensation increases           3.00%           3.00%       3.00%
Expected long-term rates of 
 return on assets                  8.00% to 9.00%  8.00% to 9.00%   9.00%

The following sets forth the funded status and amounts recognized in the consolidated balance sheets for the Company’s defined benefit pension plans at December 31:


                                         1996                  1995          
                                 Plans for  Plans for  Plans for  Plans For 
                                   Which      Which      Which      Which
                                   Assets  Accumulated   Assets   Accumulated
                                   Exceed    Benefits    Exceed    Benefits
                                Accumulated   Exceed  Accumulated   Exceed
                                  Benefits    Assets    Benefits    Assets   
                                                  ($ thousands)
Actuarial present value 
 of benefit obligations:
  Vested benefit obligation      $ (95,853)  $(22,891)  $(104,914)  $(21,058)
  Accumulated benefit obligation $(104,475)  $(24,282)  $(113,604)  $(22,211)

Projected benefit obligation     $(121,132)  $(24,941)  $(138,787)  $(23,091)
Plan assets at fair value          137,093     21,399     150,182     17,107 
Projected benefit obligation 
 (in excess of) or less than 
 plan assets                        15,961     (3,542)     11,395     (5,984)
Unrecognized net loss                7,460        933      13,852      2,911
Prior service benefit not yet 
 recognized in net periodic 
 pension cost                          757        524         672         37
Unrecognized net asset at January 
 1, 1987, net of amortization          (59)        (3)        (63)        (1)
Adjustment required to recognize 
 minimum liability                       -       (796)          -     (2,067)
Net pension asset (liability)    $  24,119  $  (2,884)  $  25,856  $  (5,104)

At December 31, 1996, the net pension asset is reflected in the accompanying financial statements as an accrued expense of $5,851,000 and a noncurrent asset of $27,086,000 included in other assets.

At December 31, 1995, the net pension asset is reflected in the accompanying financial statements as an accrued expense of $11,628,000 and a noncurrent asset of $32,380,000 included in other assets. The net pension asset recorded as of December 31, 1995 reflects the impact of a curtailment gain of approximately $15 million which was recorded as part of the purchase allocation in conjunction with the WorldWay acquisition.

In 1995, the Company recognized an additional minimum liability of $1,041,000 as a charge to equity due to one plan’s accumulated benefit obligation exceeding the fair value of plan assets. In 1996, the Company recognized a reduction to the additional minimum liability and an increase to equity of $770,000 due to the reduction of that plan’s accumulated benefit obligation in excess of the fair value of plan assets.

The following assumptions were used in determining the pension obligation:


                                     December 31
                                    1996     1995 

Weighted average discount rate      7.50%    7.10%
Annual compensation increases       3.00%    3.00%

The Company has deferred compensation agreements with certain executives for which liabilities aggregating $1,565,000 and $1,479,000 as of December 31, 1996 and 1995, respectively, have been recorded.

The Company also has a supplemental benefit plan for the purpose of supplementing benefits under the Company’s retirement plans. The plan will pay sums in addition to amounts payable under the retirement plans to eligible participants. Participation in the plan is limited to employees of the Company who are participants in the Company’s retirement plans and who are also either participants in the Company’s executive incentive plans or are designated as participants in the plan by the Company’s Board of Directors. As of December 31, 1996, the Company has a liability of $2,692,000 for future costs under this plan reflected in the accompanying consolidated financial statements in other liabilities. At December 31, 1995, the Company had a liability of $2,349,000 for future costs under this plan.

An additional benefit plan provides certain death and retirement benefits for certain officers and directors of WorldWay and its former subsidiaries. The Company has a liability of $6,641,000 and $3,686,000 as of December 31, 1996 and 1995, respectively, for future costs under this plan reflected as other liabilities in the accompanying consolidated financial statements. WorldWay has insurance policies on the participants in amounts which are sufficient to fund a substantial portion of the benefits under the plan.

The Company has various defined contribution plans which cover substantially all of its employees. Prior to October, 1995, participation was limited to those employees not covered by a collective bargaining agreement. In October, 1995, the Company amended its plans to allow participation by collective bargaining employees. The plans permit participants to defer a portion of their salary up to a maximum ranging by plan from 8% to 15% as provided in Section 401(k) of the Internal Revenue Code. The Company matches the participant contributions up to a specified limit ranging from 1% to 4% in 1996. The matching contributions may be made in cash or Company stock. The plans also allow for discretionary Company contributions determined annually. The Company’s expense for the defined contribution plans totaled $1,431,000 for 1996, $1,412,000 for 1995 and $955,000 for 1994.

Treadco has an employee stock ownership plan (the “Treadco ESOP”) and a related trust (the “Treadco Trust”) covering substantially all employees of Treadco. The cost of the Treadco ESOP is borne by Treadco through annual contributions to the Treadco Trust in amounts determined by Treadco’s Board of Directors. Charges to operations for contributions to the Treadco ESOP totaled $250,000 for 1995, and 1994. No contribution was approved for 1996.

The Company sponsors plans that provide supplemental postretirement medical benefits, life insurance and accident and vision care to full-time officers of the Company. The plans are noncontributory, with the Company paying up to 80% of covered charges incurred by participants of the plan. There are no separate funds established by the Company relating to these plans.

The following table represents the amounts recognized in the Company’s consolidated balance sheets:


                                                     December 31
                                                  1996        1995  

Accumulated postretirement benefit obligation:
  Retirees                                     $ (2,606)   $ (2,926)
  Fully eligible active plan participants        (1,301)       (417)
  Other active plan participants                 (1,626)     (1,419)
                                                 (5,533)     (4,762)
Unrecognized net (gain) loss                        (68)        (83)
Unrecognized prior service cost                   1,082           -
Unrecognized transition obligation                2,153       2,287 
Accrued postretirement benefit cost            $ (2,366)   $ (2,558)

Net periodic postretirement benefit cost includes the following components:

                                             1996     1995     1994 

Service cost                               $   68   $   51   $   59
Interest cost                                 321      282      212
Amortization of transition 
 obligation over 20 years                     135      135      135
Amortization of net gain                      (35)       -        - 

Net periodic postretirement benefit cost   $  489   $  468   $  406 

The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (in health care cost trend) is 9% to 10% for 1997 (9.5% to 11% for 1996) and is assumed to decrease gradually to 4.5% in years 2008 and later.

The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by 1% in each year would increase the accumulated postretirement benefit obligation as of December 31, 1996, by $833,000 and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for 1996 by $52,000.

The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.5% at December 31, 1996 and 7.10% at December 31, 1995.

Additionally, the Company’s union employees are provided postretirement health care benefits through defined benefit multiemployer plans. The cost of such benefits cannot be readily separated between retirees and active employees. The aggregate contribution to the multiemployer health and welfare benefit plans totaled approximately $72,397,000, $63,500,000 and $48,300,000 for the years ended December 31, 1996, 1995, and 1994, respectively.

In October 1995, the Company adopted a performance award program. Upon award, the units will be valued equal to the closing price per share of the Company’s common stock on the date awarded. The vesting provisions and the return on equity target will be set upon award. No awards were granted in 1996.