Retirement Plans

12 Months Ended

Sep. 27, 2020

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”). 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. A participant’s right to Company contributions vest immediately. Our contributions under this plan were $1.6 million in fiscal 2020, and $1.7 million and $2.2 million in fiscal 2019 and 2018, 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 match for participants whose elective deferrals (and related company matching contributions) to the qualified savings plan were limited due to IRC rules. A participant’s right to the Company restoration match vests immediately. 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 2020, $0.2 million and $0.2 million in fiscal 2019 and 2018, respectively.

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. Benefits under both plans are based on the employees’ years of service and compensation over defined periods of employment.

In the fiscal fourth quarter of 2019, the Company amended its Qualified Plan to add a limited lump sum payment window whereby certain terminated participants with a vested pension benefit could elect to receive either an immediate lump sum or a monthly annuity payment of their accrued benefit. The offering period began September 16, 2019 and ended October 31, 2019. The participants that elected a lump sum benefit under the program were paid in December 2019, which triggered settlement accounting. As a result of the offering, the Company’s Qualified Plan paid $122.3 million from its plan assets to those who accepted the offer, thereby reducing the plan’s pension benefit obligation (“PBO”). The transaction had no cash impact to the Company but did result in a non-cash settlement charge of $38.6 million in the first quarter of fiscal 2020. Routine lump sum payments made in the second, third and fourth quarters of fiscal 2020 resulted in additional non-cash settlement charges totaling $0.6 million.

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
	2020		2019		2020		2019		2020		2019
Change in benefit obligation:
Obligation at beginning of year	$	521,931	$	457,109	$	79,893	$	73,067	$	25,632	$	23,461
Service cost	—		—		—		—		—		—
Interest cost	13,377		19,825		2,499		3,080		807		997
Participant contributions	—		—		—		—		106		112
Actuarial loss (gain)	14,498		61,029		1,739		8,771		(4,391)		2,343
Benefits paid	(12,980)		(12,224)		(5,160)		(5,025)		(1,246)		(1,354)
Settlements	(124,253)		(3,808)		—		—		—		—
Other	—		—		—		—		57		73
Obligation at end of year	$	412,573	$	521,931	$	78,971	$	79,893	$	20,965	$	25,632
Change in plan assets:
Fair value at beginning of year	$	476,194	$	456,127	$	—	$	—	$	—	$	—
Actual return on plan assets	26,549		36,099		—		—		—		—
Participant contributions	—		—		—		—		106		112
Employer contributions	—		—		5,160		5,025		1,083		1,169
Benefits paid	(12,980)		(12,224)		(5,160)		(5,025)		(1,246)		(1,354)
Settlements	(124,253)		(3,808)		—		—		—		—
Other	—		—		—		—		57		73
Fair value at end of year	$	365,510	$	476,194	$	—	$	—	$	—	$	—
Unfunded status at end of year	$	(47,063)	$	(45,737)	$	(78,971)	$	(79,893)	$	(20,965)	$	(25,632)
Amounts recognized on the balance sheet:
Current liabilities	$	—	$	—	$	(5,223)	$	(5,371)	$	(1,243)	$	(1,379)
Noncurrent liabilities	(47,063)		(45,737)		(73,748)		(74,522)		(19,722)		(24,253)
Total liability recognized	$	(47,063)	$	(45,737)	$	(78,971)	$	(79,893)	$	(20,965)	$	(25,632)
Amounts in AOCI not yet reflected in net periodic benefit cost:
Unamortized actuarial loss (gain), net	$	152,370	$	187,705	$	34,890	$	34,803	$	(4,174)	$	235
Unamortized prior service cost	—		—		72		157		—		—
Total	$	152,370	$	187,705	$	34,962	$	34,960	$	(4,174)	$	235
Other changes in plan assets and benefit obligations recognized in OCI:
Net actuarial loss (gain)	$	7,527	$	51,263	$	1,739	$	8,771	$	(4,391)	$	2,343
Pension settlement costs	(39,218)		—		—		—		—		—
Amortization of actuarial (loss) gain	(3,644)		(2,754)		(1,652)		(1,207)		(18)		159
Amortization of prior service cost	—		—		(85)		(115)		—		—
Total recognized in OCI	(35,335)		48,509		2		7,449		(4,409)		2,502
Net periodic benefit cost (credit) and other losses	36,661		(3,755)		4,236		4,402		825		838
Total recognized in comprehensive income	$	1,326	$	44,754	$	4,238	$	11,851	$	(3,584)	$	3,340
Amounts in AOCI expected to be amortized in fiscal 2021 net periodic benefit cost:
Net actuarial loss (gain)	$	3,511			$	1,743			$	(341)
Prior service cost	—				19				—
Total	$	3,511			$	1,762			$	(341)

Additional year-end pension plan information — The 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 September 27, 2020 and September 29, 2019, 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 September 27, 2020 and September 29, 2019. 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):


	2020		2019
Qualified Plan:
Projected benefit obligation	$	412,573	$	521,931
Accumulated benefit obligation	$	412,573	$	521,931
Fair value of plan assets	$	365,510	$	476,194
SERP:
Projected benefit obligation	$	78,971	$	79,893
Accumulated benefit obligation	$	78,971	$	79,893
Fair value of plan assets	$	—	$	—

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


	2020		2019		2018
Qualified Plan:
Interest cost	$	13,377	$	19,825	$	19,463
Expected return on plan assets	(19,578)		(26,334)		(26,467)
Pension settlements	39,218		—		—
Actuarial loss	3,644		2,754		3,331
Net periodic benefit cost (credit)	$	36,661	$	(3,755)	$	(3,673)
SERP:
Service cost	$	—	$	—	$	490
Interest cost	2,499		3,080		2,894
Actuarial loss	1,652		1,207		1,538
Amortization of unrecognized prior service cost	85		115		146
Net periodic benefit cost	$	4,236	$	4,402	$	5,068
Postretirement health plans:
Interest cost	$	807	$	997	$	955
Actuarial loss (gain)	18		(159)		(27)
Net periodic benefit cost	$	825	$	838	$	928

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, actuarial losses are amortized over the average future expected lifetime of all participants expected to receive benefits. 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 September 27, 2020, September 29, 2019, and September 30, 2018, we used the following weighted-average assumptions:


	2020	2019	2018
Assumptions used to determine benefit obligations (1):
Qualified Plan:
Discount rate	3.10%	3.36%	4.40%
SERP:
Discount rate	2.84%	3.24%	4.37%
Rate of future pay increases (2)	N/A	3.50%	3.50%
Postretirement health plans:
Discount rate	2.77%	3.24%	4.38%
Assumptions used to determine net periodic benefit cost (3):
Qualified Plan:
Discount rate (4)	3.36%	4.40%	3.99%
Long-term rate of return on assets (5)	5.80%	5.85%	5.80%
SERP:
Discount rate	3.24%	4.37%	3.80%
Rate of future pay increases	3.50%	3.50%	3.50%
Postretirement health plans:
Discount rate	3.24%	4.38%	3.82%

____________________________

(1)Determined as of end of year.

(2)Rate is not applicable as there are no active employees as of fiscal year end 2020.

(3)Determined as of beginning of year.

(4)Remeasurements were performed in the first, second, and third quarters of fiscal 2020 using 3.61%, 3.38%, and 3.13% respectively.

(5)Remeasurements were performed in the first, second, and third quarters of fiscal 2020 using 5.9%, 5.2%, and 5.4% respectively.

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. If the discount rate and long-term rate of return used were decreased by a quarter percentage point, fiscal 2020 earnings before income taxes would have increased by less than $0.1 million and decreased by $1.0 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 our Qualified Plan, no future pay increases were included in our benefit obligation assumptions as, effective December 31, 2015, our plan participants no longer accrue benefits.

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


	2020	2019	2018
Healthcare cost trend rate for next year:
Participants under age 65	6.75%	7.00%	7.25%
Participants age 65 or older	6.25%	6.50%	6.75%
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 fiscal 2020 net periodic benefit cost and end of year PBO (in thousands):


	1% Point Increase		1% Point Decrease
Total interest and service cost	$	89	$	(76)
Postretirement benefit obligation	$	2,143	$	(1,861)

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 2020 and target allocations were as follows:


	2020	Target	Minimum	Maximum
Cash & cash equivalents	1%	—%	—%	—%
Domestic equities	23%	23%	12%	32%
International equities	22%	23%	12%	32%
Core fixed funds	33%	32%	27%	37%
High yield	3%	4%	—%	8%
Alternative investments	8%	8%	—%	16%
Real estate	9%	7%	2%	12%
Real return bonds	1%	3%	—%	8%
	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, 2020:
Asset Category:
Cash and cash equivalents	(1)	$	3,665	$	—	$	3,665	$	—
Equity:
U.S	(2)	83,676		83,676		—		—
International	(3),(4)	81,228		40,319		—		—
Fixed income:
Investment grade	(5)	126,630		3,006		123,624		—
High yield	(6)	9,270		9,270		—		—
Alternatives	(4),(7)	29,375		—		—		—
Real estate	(4),(8)	31,666		—		—		—
		$	365,510	$	136,271	$	127,289	$	—
Items Measured at Fair Value at September 30, 2019:
Asset Category:
Cash and cash equivalents	(1)	$	10,110	$	—	$	10,110	$	—
Equity:
U.S	(2)	99,124		99,124		—		—
International	(3),(4)	94,953		47,262		—		—
Fixed income:
Investment grade	(5)	177,500		—		177,500		—
High yield	(6)	9,256		9,256		—		—
Alternatives	(4),(7)	42,052		—		—		—
Real estate	(4),(8)	43,199		—		—		—
		$	476,194	$	155,642	$	187,610	$	—

________________________

(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)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.

(3)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. The portion of these investments that are measured at fair value using the net asset value per share practical expedient (see note 4 below) can be redeemed on a monthly basis.

(4)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

(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 consist 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 and can be redeemed on a bi-monthly basis.

(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. These investments can be redeemed on a quarterly basis.

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 2021. 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 Plans		Postretirement Health Plans
Estimated net contributions during fiscal 2021	$	5,223	$	1,260
Estimated future year benefit payments during fiscal years:
2021	$	19,948	$	1,260
2022	$	19,883	$	1,276
2023	$	19,947	$	1,296
2024	$	20,205	$	1,319
2025	$	20,678	$	1,336
2026-2030	$	111,465	$	6,634

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 September 27, 2020 and include estimated future employee service, if applicable.