RETIREMENT PLANS

We sponsor programs that provide retirement benefits to our employees. These programs include defined contribution plans, defined benefit pension plans and postretirement healthcare plans.

Defined contribution plans — We maintain a qualified savings plan pursuant to Section 401(k) of the Internal Revenue Code (“IRC”). Effective January 1, 2016, the plan was amended and restated to incorporate Safe Harbor Plan design features which include changes to participant eligibility and company contribution amounts and vesting. The plan allows all employees who have satisfied the service requirements and reached age 21 to defer a percentage of their pay on a pre-tax basis. Beginning January 1, 2016, we match 100% of the first 4% of compensation deferred by the participant. Prior to January 1, 2016, we matched 50% of the first 4% of compensation deferred by the participant. Our contributions under this plan were $3.8 million in fiscal 2016, and $1.2 million and $1.0 million in 2015 and 2014, respectively.

We also maintain an unfunded, non-qualified deferred compensation plan for key executives and other members of management whose compensation deferrals or company matching contributions to the qualified savings plan are limited due to IRC rules. Effective January 1, 2016, this non-qualified plan was amended to replace the company matching contribution with an annual restoration match that is intended to “restore” up to the full 4% match for participants whose elective deferrals (and related company matching contributions) to the qualified savings plan were limited due to IRC rules. Prior to January 1, 2016, we matched 100% of the first 3% contributed by the participant. This plan allows participants to defer up to 50% of their salary and 85% of their bonus, on a pre-tax basis. In addition, to compensate executives who were hired or promoted into an eligible position prior to May 7, 2015 and who may no longer participate in our supplemental defined benefit pension plan, we also contribute a supplemental amount equal to 4% of an eligible employee’s salary and bonus for a period of 10 years in such eligible position. Our contributions under the non-qualified deferred compensation plan were $0.3 million in fiscal 2016, and $1.3 million and $1.1 million in fiscal 2015 and 2014, respectively. A participant’s right to Company contributions in the qualified plan vests immediately, and in the non-qualified plan vests at a rate of 25% per year of service.

Defined benefit pension plans — We sponsor two defined benefit pension plans, a “Qualified Plan” covering substantially all full-time employees hired prior to January 1, 2011, and an unfunded supplemental executive retirement plan (“SERP”) which provides certain employees additional pension benefits and was closed to new participants effective January 1, 2007. In fiscal 2011, the Board of Directors approved changes to our Qualified Plan whereby participants will no longer accrue benefits effective December 31, 2015. This change was accounted for as a plan “curtailment” in accordance with FASB authoritative guidance. Benefits under both plans are based on the employees’ years of service and compensation over defined periods of employment.

Postretirement healthcare plans — We also sponsor two healthcare plans, closed to new participants, that provide postretirement medical benefits to certain employees who have met minimum age and service requirements. The plans are contributory; with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance.

Obligations and funded status — The following table provides a reconciliation of the changes in benefit obligations, plan assets and funded status of our retirement plans for each fiscal year (in thousands):



	Qualified Plan						SERP						Postretirement Health Plans
	2016			2015			2016			2015			2016			2015
Change in benefit obligation:
Obligation at beginning of year	$	442,264		$	434,896		$	75,346		$	69,733		$	28,911		$	27,626
Service cost	4,479			7,592			773			676			—			—
Interest cost	20,926			19,750			3,253			2,945			1,263			1,196
Participant contributions	—			—			—			—			127			114
Actuarial loss (gain)	75,456			16,757			6,938			6,447			(768		)	1,008
Benefits paid	(9,791		)	(10,261		)	(4,860		)	(4,455		)	(1,161		)	(1,184		)
Settlements	(10,875		)	(26,470		)	—			—			—			—
Other	—			—			—			—			(158		)	151
Obligation at end of year	$	522,459		$	442,264		$	81,450		$	75,346		$	28,214		$	28,911
Change in plan assets:
Fair value at beginning of year	$	332,657		$	356,312		$	—		$	—		$	—		$	—
Actual return on plan assets	31,411			(6,924		)	—			—			—			—
Participant contributions	—			—			—			—			127			114
Employer contributions	95,000			20,000			4,860			4,455			1,192			919
Benefits paid	(9,791		)	(10,261		)	(4,860		)	(4,455		)	(1,161		)	(1,184		)
Settlements	(10,875		)	(26,470		)	—			—			—			—
Other	—			—			—			—			(158		)	151
Fair value at end of year	$	438,402		$	332,657		$	—		$	—		$	—		$	—
Funded status at end of year	$	(84,057	)	$	(109,607	)	$	(81,450	)	$	(75,346	)	$	(28,214	)	$	(28,911	)
Amounts recognized on the balance sheet:
Current liabilities	$	—		$	—		$	(4,504	)	$	(4,477	)	$	(1,325	)	$	(1,294	)
Noncurrent liabilities	(84,057		)	(109,607		)	(76,946		)	(70,869		)	(26,889		)	(27,617		)
Total liability recognized	$	(84,057	)	$	(109,607	)	$	(81,450	)	$	(75,346	)	$	(28,214	)	$	(28,911	)
Amounts in AOCI not yet reflected in net periodic benefit cost:
Unamortized actuarial loss, net	$	216,129		$	153,156		$	37,417		$	31,738		$	2,239		$	3,226
Unamortized prior service cost	—			—			571			811			—			—
Total	$	216,129		$	153,156		$	37,988		$	32,549		$	2,239		$	3,226
Other changes in plan assets and benefit obligations recognized in OCI:
Net actuarial loss (gain)	$	65,801		$	46,952		$	6,938		$	6,447		$	(768	)	$	1,008
Amortization of actuarial loss	(2,828		)	(8,278		)	(1,259		)	(1,134		)	(219		)	(182		)
Amortization of prior service cost	—			—			(240		)	(269		)	—			—
Total recognized in OCI	62,973			38,674			5,439			5,044			(987		)	826
Net periodic benefit cost and other losses	6,477			12,347			5,525			5,024			1,482			1,378
Total recognized in comprehensive income	$	69,450		$	51,021		$	10,964		$	10,068		$	495		$	2,204
Amounts in AOCI expected to be amortized in fiscal 2017 net periodic benefit cost:
Net actuarial loss	$	4,455					$	1,658					$	161
Prior service cost	—						153						—
Total	$	4,455					$	1,811					$	161

Additional year-end pension plan information — The projected benefit obligation (“PBO”) is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation (“ABO”) also reflects the actuarial present value of benefits attributable to employee service rendered to date but does not include the effects of estimated future pay increases. Therefore, the ABO as compared to plan assets is an indication of the assets currently available to fund vested and nonvested benefits accrued through the end of the fiscal year. The funded status is measured as the difference between the fair value of a plan’s assets and its PBO.

As of October 2, 2016 and September 27, 2015, the Qualified Plan’s ABO exceeded the fair value of its plan assets. The SERP is an unfunded plan and, as such, had no plan assets as of October 2, 2016 and September 27, 2015. The following sets forth the PBO, ABO and fair value of plan assets of our pension plans as of the measurement date in each fiscal year (in thousands):



	2016		2015
Qualified Plan:
Projected benefit obligation	$	522,459	$	442,264
Accumulated benefit obligation	$	522,459	$	441,451
Fair value of plan assets	$	438,402	$	332,657
SERP:
Projected benefit obligation	$	81,450	$	75,346
Accumulated benefit obligation	$	80,815	$	74,388
Fair value of plan assets	$	—	$	—

Net periodic benefit cost — The components of the fiscal year net periodic benefit cost were as follows (in thousands):



	2016			2015			2014
Qualified Plan:
Service cost	$	4,479		$	7,592		$	7,633
Interest cost	20,926			19,750			20,196
Expected return on plan assets	(21,756		)	(23,273		)	(24,492		)
Actuarial loss	2,828			8,278			3,575
Net periodic benefit cost	$	6,477		$	12,347		$	6,912
SERP:
Service cost	$	773		$	676		$	490
Interest cost	3,253			2,945			3,049
Actuarial loss	1,259			1,134			859
Amortization of unrecognized prior service cost	240			269			269
Net periodic benefit cost	$	5,525		$	5,024		$	4,667
Postretirement health plans:
Interest cost	$	1,263		$	1,196		$	1,639
Actuarial loss	219			182			542
Net periodic benefit cost	$	1,482		$	1,378		$	2,181

Prior service costs are amortized on a straight-line basis from date of participation to full eligibility. Unrecognized gains or losses are amortized using the “corridor approach” under which the net gain or loss in excess of 10% of the greater of the PBO or the market-related value of the assets, if applicable, is amortized. For our Qualified Plan in fiscal year 2016, actuarial losses were amortized over the average future expected lifetime of all participants expected to receive benefits, and in 2015 and 2014, actuarial losses were amortized on a straight-line basis over the expected remaining service period of plan participants. For our SERP, actuarial losses are amortized over the expected remaining future lifetime for inactive participants, and for our postretirement health plans, actuarial losses are amortized over the expected remaining future lifetime of inactive participants expected to receive benefits.

Assumptions — We determine our actuarial assumptions on an annual basis. In determining the present values of our benefit obligations and net periodic benefit costs as of and for the fiscal years ended October 2, 2016, September 27, 2015 and September 28, 2014, we used the following weighted-average assumptions:



	2016		2015		2014
Assumptions used to determine benefit obligations (1):
Qualified Plan:
Discount rate	3.85	%	4.79	%	4.60	%
Rate of future pay increases	—	%	3.50	%	3.50	%
SERP:
Discount rate	3.60	%	4.45	%	4.36	%
Rate of future pay increases	3.50	%	3.50	%	3.50	%
Postretirement health plans:
Discount rate	3.64	%	4.47	%	4.43	%
Assumptions used to determine net periodic benefit cost (2):
Qualified Plan:
Discount rate	4.79	%	4.60	%	5.37	%
Long-term rate of return on assets	6.50	%	6.50	%	7.25	%
Rate of future pay increases	3.50	%	3.50	%	3.50	%
SERP:
Discount rate	4.45	%	4.36	%	4.88	%
Rate of future pay increases	3.50	%	3.50	%	3.50	%
Postretirement health plans:
Discount rate	4.47	%	4.43	%	5.04	%

____________________________


(1)	Determined as of end of year.


(2)	Determined as of beginning of year.

The assumed discount rates were determined by considering the average of pension yield curves constructed of a population of high-quality bonds with a Moody’s or Standard and Poor’s rating of “AA” or better whose cash flow from coupons and maturities match the year-by-year projected benefit payments from the plans. As benefit payments typically extend beyond the date of the longest maturing bond, cash flows beyond 30 years were discounted back to the 30th year and then matched like any other payment.

The assumed expected long-term rate of return on assets is the weighted-average rate of earnings expected on the funds invested or to be invested to provide for the pension obligations. The long-term rate of return on assets was determined taking into consideration our projected asset allocation and economic forecasts prepared with the assistance of our actuarial consultants.

The assumed discount rate and expected long-term rate of return on assets have a significant effect on amounts reported for our pension and postretirement plans. A quarter percentage point decrease in the discount rate and long-term rate of return used would have decreased fiscal 2016 earnings before income taxes by $0.5 million and $0.8 million, respectively.

The assumed average rate of compensation increase is the average annual compensation increase expected over the remaining employment periods for the participating employees. For determining our Qualified Plan’s projected benefit obligation as of October 2, 2016, no future pay increases were included in our assumptions as our plan participants no longer accrue benefits effective December 31, 2015.

For measurement purposes, the weighted-average assumed health care cost trend rates for our postretirement health plans were as follows for each fiscal year:



	2016		2015		2014
Healthcare cost trend rate for next year:
Participants under age 65	7.75	%	8.00	%	8.25	%
Participants age 65 or older	7.25	%	7.50	%	7.75	%
Rate to which the cost trend rate is assumed to decline:
Participants under age 65	4.50	%	4.50	%	4.50	%
Participants age 65 or older	4.50	%	4.50	%	4.50	%
Year the rate reaches the ultimate trend rate:
Participants under age 65	2030		2030		2030
Participants age 65 or older	2028		2028		2028

The assumed healthcare cost trend rate represents our estimate of the annual rates of change in the costs of the healthcare benefits currently provided by our postretirement plans. The healthcare cost trend rate implicitly considers estimates of healthcare inflation, changes in healthcare utilization and delivery patterns, technological advances and changes in the health status of the plan participants. The healthcare cost trend rate assumption has a significant effect on the amounts reported. For example, a 1.0% change in the assumed healthcare cost trend rate would have the following effect on the 2016 net periodic benefit cost and end of year PBO (in thousands):



	1% Point Increase		1% Point Decrease
Total interest and service cost	$	156	$	(132	)
Postretirement benefit obligation	$	3,373	$	(2,875	)

Plan assets — Our investment philosophy is to (1) protect the corpus of the fund; (2) establish investment objectives that will allow the market value to exceed the present value of the vested and unvested liabilities over time; while (3) obtaining adequate investment returns to protect benefits promised to the participants and their beneficiaries. Our asset allocation strategy utilizes multiple investment managers in order to maximize the plan’s return while minimizing risk. We regularly monitor our asset allocation, and senior financial management and the Finance Committee of the Board of Directors review performance results quarterly. We continually review our target asset allocation for our Qualified Plan and when changes are made, we reallocate our plan assets over a period of time, as deemed appropriate by senior financial management, to achieve our target asset allocation. Our plan asset allocation at the end of fiscal 2016 and target allocations were as follows:



	2016		Target		Minimum		Maximum
Cash and cash equivalents	1	%	—	%	—	%	—	%
Domestic equity	23		25		15	%	35	%
International equity	28		25		15	%	35	%
Core fixed funds	27		25		20	%	30	%
High yield	6		5		—	%	10	%
Alternative investments	6		9		—	%	20	%
Real estate	9		8		—	%	10	%
Real return bonds	—		3		—	%	10	%
	100	%	100	%

The Company measures its defined benefit plan assets and obligations as of the month-end date closest to its fiscal year end, which is a practical expedient under FASB authoritative guidance. The fair values of the Qualified Plan’s assets by asset category are as follows (in thousands):



			Total		Quoted Prices in Active Markets for Identical (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Items Measured at Fair Value at September 30, 2016:
Asset Category:
Cash and cash equivalents	(1	)	$	5,479	$	—	$	5,479	$	—
Equity:
U.S	(3	)	101,174		101,174		—		—
International	(4	)	121,884		118,960		2,924		—
Fixed income:
Investment grade	(5	)	120,439		46,152		74,287		—
High yield	(6	)	24,638		24,638		—		—
Alternatives	(7	)	24,642		24,642		—		—
Real estate	(8	)	40,146		—		—		40,146
			$	438,402	$	315,566	$	82,690	$	40,146
Items Measured at Fair Value at September 30, 2015:
Asset Category:
Cash and cash equivalents	(2	)	$	3,629	$	3,629	$	—	$	—
Equity:
U.S	(3	)	83,034		83,034		—		—
International	(4	)	88,827		88,827		—		—
Fixed income:
Investment grade	(5	)	88,621		29,054		59,567		—
High yield	(6	)	7,243		7,243		—		—
Alternatives	(7	)	24,336		24,336		—		—
Real estate	(8	)	36,967		—		—		36,967
			$	332,657	$	236,123	$	59,567	$	36,967

_________________________


(1)	Cash and cash equivalents are comprised of commercial paper, short-term bills and notes, and short-term investment funds, which are valued at quoted prices in active markets for similar securities.


(2)	Cash and cash equivalents are comprised of commercial paper, short-term bills and notes, and short-term investment funds, which are valued at unadjusted quoted market prices.


(3)	U.S. equity securities are comprised of investments in common stock of U.S. companies for total return purposes. These investments are valued by the trustee at closing prices from national exchanges on the valuation date.

(4)

International equity securities are comprised of investments in common stock of companies located outside of the U.S for total return purposes. These investments are valued by the trustee at closing prices from national exchanges on the valuation date, or the values are adjusted as a result of market movements following the close of local trading using inputs to models that are observable either directly or indirectly.

(5)

Investment grade fixed income consists of debt obligations either issued by the US government or have a rating of BBB- / Baa or higher assigned by a major credit rating agency. These investments are valued based on unadjusted quoted market prices (Level 1), or based on quoted prices in inactive markets, or whose values are based on models, but the inputs to those models are observable either directly or indirectly (Level 2).


(6)	High yield fixed income consists primarily of debt obligations that have a rating of below BBB- / Baa or lower assigned by a major credit rating agency. These investments are valued based on unadjusted quoted market prices.


(7)	Alternative investments consists primarily of an investment in asset classes other than stocks, bonds, and cash. Alternative investments can include commodities, hedge funds, private equity, managed futures, and derivatives. These investments are valued based on unadjusted quoted market prices.


(8)	Real estate is investments in a real estate collective trust for purposes of total return. These investments are valued based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The following table presents the changes in Level 3 investments for the Qualified Plan during 2015 and 2016 (in thousands):



	Real Estate
Balance at September 30, 2014	$	32,593
Actual return on plan assets:
Relating to assets still held at the reporting date	4,665
Relating to assets sold during the period	40
Purchases, sales and settlements	(331		)
Balance at September 30, 2015	$	36,967
Actual return on plan assets:
Relating to assets still held at the reporting date	$	3,486
Relating to assets sold during the period	67
Purchases, sales and settlements	(374		)
Balance at September 30, 2016	$	40,146

Future cash flows — Our policy is to fund our plans at or above the minimum required by law. As of the date of our last actuarial funding valuation, there was no minimum requirement. We do not anticipate making any contributions to our Qualified Plan in fiscal 2017. Contributions expected to be paid in the next fiscal year, the projected benefit payments for each of the next five fiscal years, and the total aggregate amount for the subsequent five fiscal years are as follows (in thousands):



	Defined Benefit Pension Plans		Postretirement Health Plans
Estimated net contributions during fiscal 2017	$	4,504	$	1,349
Estimated future year benefit payments during fiscal years:
2017	$	15,413	$	1,349
2018	$	15,708	$	1,411
2019	$	16,455	$	1,471
2020	$	17,125	$	1,524
2021	$	17,651	$	1,625
2022-2026	$	106,805	$	8,564

We will continue to evaluate contributions to our Qualified Plan based on changes in pension assets as a result of asset performance in the current market and economic environment. Expected benefit payments are based on the same assumptions used to measure our benefit obligations at October 2, 2016 and include estimated future employee service, if applicable.