12.

EMPLOYEE BENEFIT AND RETIREMENT PLANS

The Company has

two

defined benefit pension plans,

one

for U.S. employees and another for U.K. employees. The UK plan was closed to new entrants in fiscal

2009.

The Company has a postretirement medical and life insurance benefit plan for U.S. employees. The Company also has defined contribution plans.

December 21, 2016,

the Company amended the U.S. defined benefit pension plan to freeze benefit accruals effective

December 31, 2016.

Consequently, the Plan will be closed to new participants and current participants will

longer earn additional benefits after

December 31, 2016.

The amendment of the defined benefit pension plan triggered a pension curtailment which required a remeasurement of the Plan's obligation as of

December 31, 2016.

The remeasurement resulted in a decrease in the benefit obligation of approximately

$6.9

million primarily due to an increase in the discount rate from

3.77%

4.31%,

with an additional

$4.2

million decrease resulting from the impact of the curtailment. These reductions in the Plan’s benefit obligation were recorded as other comprehensive income, net of taxes.

The Company amended its Postretirement Medical Plan effective

December 31, 2013

whereby the Company terminated eligibility for employees ages

64.

For retirees

and older, the Company’s contribution is fixed at

$28.50

$23.00

per month depending upon the plan the retiree has chosen.

The total cost of all such plans for fiscal

2017,

2016

and

2015

was

$3.9

million,

$22.2

million and

$4.6

million, respectively. Included in these amounts are the Company’s contributions to the defined contribution plans amounting to

$1.3

million,

$0.8

million and

$0.8

million in fiscal

2017,

2016

and

2015,

respectively.

Under both U.S and U.K. defined benefit plans, benefits are based on years of service and final average earnings. Plan assets consist primarily of investment grade debt obligations, marketable equity securities and shares of the Company’s common stock. The asset allocation of the Company’s domestic pension plan is diversified, consisting primarily of investments in equity and debt securities. The Company seeks a long-term investment return that is reasonable given prevailing capital market expectations. Target allocations are

40%

70%

in equities (including

10%

20%

in Company stock), and

30%

60%

in cash and debt securities.

In fiscal

2018

the Company will use an expected long-term rate of return assumption of

5.0%

for the U.S. domestic pension plan, and

3.0%

for the U.K. plan. In determining these assumptions, the Company considers the historical returns and expectations for future returns for each asset class as well as the target asset allocation of the pension portfolio as a whole. In fiscal

2017

and

2016,

the Company used a discount rate assumption of

3.9%

and

3.8%

for the U.S. plan and

2.7%

and

3.0%

for the U.K. plan, respectively. In determining these assumptions, the Company considers published

third

party data appropriate for the plans.

Other than the discount rate, pension valuation assumptions are generally long-term and

not

subject to short-term market fluctuations, although they

may

be adjusted as warranted by structural shifts in economic or demographic outlooks. Long-term assumptions are reviewed annually to ensure they do

not

produce results inconsistent with current market conditions. The discount rate is adjusted annually based on corporate investment grade (rated AA or better) bond yields, the maturities of which are correlated with the expected timing of future benefit payments, as of the measurement date.

Based upon the actuarial valuations performed on the Company’s defined benefit plans as of

June 30, 2017,

the U.S. plans will require a

$3.3

million contribution in fiscal

2018

and the U.K. plan will require a

$1.0

million contribution in fiscal

2018.

The table below sets forth the actual asset allocation for the assets within the Company’s plans.

	2017			2016
Asset category:
Cash equivalents		1	%		0	%
Fixed income		18	%		18	%
Equities		24	%		27	%
Mutual and pooled funds		57	%		55	%
		100	%		100	%

The Company determines its investments strategies based upon the composition of the beneficiaries in its defined benefit plans and the relative time horizons that those beneficiaries are projected to receive payouts from the plans. The Company engages an independent investment firm to manage the U.S. pension assets.

Cash equivalents are held in money market funds.

The Company’s fixed income portfolio includes mutual funds that hold a combination of short-term, investment-grade fixed income securities and a diversified selection of investment-grade, fixed income securities, including corporate securities and U.S. government securities.

The Company invests in equity securities, which are diversified across a spectrum of value and growth in large, medium and small capitalization funds and companies, as appropriate to achieve the objective of a balanced portfolio, optimize the expected returns and minimize volatility in the various asset classes.

Other assets include pooled investment funds whose underlying assets consist primarily of property holdings as well as financial instruments designed to offset the long-term impact of inflation and interest rate fluctuations.

In accordance with “ASC

820

Fair Value Measurement”, the Company has categorized its financial assets (including its pension plan assets), based on the priority of the inputs to the valuation technique, into a

three

-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets are categorized based on the inputs to the valuation techniques as follows:

Level

– Financial assets whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the Company has the ability to access at the measurement date.

Level

– Financial assets whose value are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.

Level

– Financial assets whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own view about the assumptions a market participant would use in pricing the asset.

The tables below show the portfolio by valuation category as of

June 30, 2017

and

June 30, 2016 (

in thousands).

June 30, 2017
Asset Category	Level 1		Level 2		Level 3		Total		%
Cash Equivalents	$	780	$	-	$	-	$	780		1	%
Fixed Income		-		21,128		-		21,128		18	%
Equities		26,580		1,709		-		28,289		24	%
Mutual & Pooled Funds		31,867		35,714		-		67,581		57	%
Total	$	59,227	$	58,551	$	-	$	117,778		100	%

June 30, 201 6
Asset Category	Level 1		Level 2		Level 3		Total		%
Cash Equivalents	$	672	$	-	$	-	$	672		0	%
Fixed Income		-		20,342		-		20,342		18	%
Equities		28,639		2,435		-		31,074		27	%
Mutual & Pooled Funds		30,057		30,060		2,810		62,927		55	%
Total	$	59,368	$	52,837	$	2,810	$	115,015		100	%

Included in equity securities at

June 30, 2017

and

2016

are shares of the Company’s common stock having a fair value of

$6.9

million and

$9.7

million, respectively.

A reconciliation of the beginning and ending balances of Level

assets is as follows (in thousands):

	Fair Value Measurement Using Significant Unobservable Inputs (Level 3)
	2017			2016

Beginning balance	$	2,810		$	4,084
Actual returns on assets		-			(718	)
Translation gain (loss)		-			(556	)
Transferred out of Level 3		(2,810	)		-

Ending balance	$	-		$	2,810

The Level

assets consist of units of a pooled investment fund which invests in a mix of properties selected from across retail, office, industrial and other sectors predominantly located in the U.K. In addition to direct investments, the fund

may

also invest indirectly in property through investment vehicles such as quoted and unquoted property companies or collective investment trusts. Redemptions from the fund are

not

readily available given the illiquid nature of its assets.

U.S. and U.K. Plans Combined:

The status of these defined benefit plans is as follows (in thousands):

	2017			2016			2015
Change in benefit obligation
Benefit obligation at beginning of year	$	175,233		$	166,189		$	161,062
Service cost		1,405			2,757			2,663
Interest cost		6,246			7,032			6,818
Plan curtailment		(4,170	)		-			-
Exchange rate changes		(909	)		(7,825	)		(4,167	)
Benefits paid		(6,902	)		(6,590	)		(6,524	)
Actuarial (gain) loss		(1,207	)		13,670			6,337
Benefit obligation at end of year	$	169,696		$	175,233		$	166,189

Change in plan assets
Fair value of plan assets at beginning of year		115,015			122,787			122,924
Actual return on plan assets		5,302			226			3,466
Employer contributions		5,000			4,482			6,049
Benefits paid		(6,902	)		(6,590	)		(6,524	)
Exchange rate changes		(637	)		(5,890	)		(3,128	)
Fair value of plan assets at end of year		117,778			115,015			122,787
Funded status at end of year	$	(51,918	)	$	(60,218	)	$	(43,402	)
Amounts recognized in balance sheet
Current liability	$	(63	)	$	(45	)	$	(37	)
Noncurrent liability		(51,855	)		(60,173	)		(43,365	)
Net amount recognized in balance sheet	$	(51,918	)	$	(60,218	)	$	(43,402	)

Amounts not yet reflected in net periodic benefit costs and included in accumulated other comprehensive loss
Prior service cost	$	-		$	-		$	-
Accumulated loss		(12,131	)		(17,849	)		(16,795	)
Amounts not yet recognized as a component of net periodic benefit cost		(12,131	)		(17,849	)		(16,795	)
Accumulated net periodic benefit cost in excess of contributions		(39,787	)		(42,369	)		(26,607	)
Net amount recognized	$	(51,918	)	$	(60,218	)	$	(43,402	)

Components of net periodic benefit cost
Service cost	$	1,405		$	2,757		$	2,663
Interest cost		6,246			7,032			6,818
Expected return on plan assets		(5,173	)		(6,268	)		(6,966	)
Recognized actuarial loss		107			17,878			1,309
Net periodic benefit cost	$	2,585		$	21,399		$	3,824

Estimated amounts that will be amortized from accumulated other comprehensive loss over the next year
Prior service cost	$	-		$	-		$	-
Net loss		(26	)		(114	)		(53	)

Information for pension plans with accumulated benefits in excess of plan assets
Projected benefit obligation	$	169,696		$	175,233		$	166,189
Accumulated benefit obligation		169,696			168,119			159,174
Fair value of assets		117,779			115,015			122,787

U.S. Plan:

The status of the U.S. defined benefit plan is as follows (in thousands):

	2017			2016			2015
Change in benefit obligation
Benefit obligation at beginning of year	$	130,863		$	116,398		$	110,054
Service cost		1,405			2,757			2,663
Interest cost		4,994			5,248			4,839
Plan curtailment		(4,170	)		-			-
Benefits paid		(5,106	)		(4,593	)		(4,372	)
Actuarial loss		(3,848	)		11,053			3,214
Benefit obligation at end of year	$	124,138		$	130,863		$	116,398

Weighted average assumptions – benefit obligation
Discount rate		3.92	%		3.77	%		4.49	%
Rate of compensation increase	Varies			Varies			Varies

Change in plan assets
Fair value of plan assets at beginning of year	$	81,910		$	84,853		$	84,629
Actual return on plan assets		1,079			(1,730	)		(274	)
Employer contributions		4,045			3,380			4,870
Benefits paid		(5,106	)		(4,593	)		(4,372	)
Fair value of plan assets at end of year		81,928			81,910			84,853
Funded status at end of year	$	(42,210	)	$	(48,953	)	$	(31,545	)

Amounts recognized in balance sheet
Current liability	$	(63	)	$	(45	)	$	(37	)
Noncurrent liability		(42,147	)		(48,908	)		(31,508	)
Net amount recognized in balance sheet	$	(42,210	)	$	(48,953	)	$	(31,545	)

Weighted average assumptions – net periodic benefit cost
Discount rate		3.77	%		4.49	%		4.29	%
Rate of compensation increase	Varies			Varies			Varies
Return on plan assets		5.00	%		5.50	%		6.00	%

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss
Prior service cost	$	-		$	-		$	-
Accumulated loss		(8,254	)		(13,412	)		(11,817	)
Amounts not yet recognized as a component of net periodic benefit cost		(8,254	)		(13,412	)		(11,817	)
Accumulated contributions less than net periodic benefit cost		(33,956	)		(35,541	)		(19,728	)
Net amount recognized	$	(42,210	)	$	(48,953	)	$	(31,545	)

Components of net periodic benefit cost
Service cost	$	1,405		$	2,757		$	2,663
Interest cost		4,994			5,248			4,839
Expected return on plan assets		(4,046	)		(4,589	)		(5,063	)
Recognized actuarial loss		107			15,779			319
Net periodic benefit cost	$	2,460		$	19,195		$	2,758

Estimated amounts that will be amortized from accumulated other comprehensive loss over the next year
Prior service cost	$	-		$	-		$	-
Net loss		(26	)		(114	)		(53	)

Information for plan with accumulated benefits in excess of plan assets
Projected benefit obligation	$	124,138		$	130,863		$	116,398
Accumulated benefit obligation		124,138			123,749			109,383
Fair value of assets		81,928			81,910			84,853

U.K. Plan:

The status of the U.K. defined benefit plan is as follows (in thousands):

	2017			2016			2015
Change in benefit obligation
Benefit obligation at beginning of year	$	44,370		$	49,791		$	51,008
Interest cost		1,252			1,784			1,979
Exchange rate changes		(909	)		(7,825	)		(4,167	)
Benefits paid		(1,796	)		(1,997	)		(2,152	)
Actuarial loss		2,641			2,617			3,123
Benefit obligation at end of year	$	45,558		$	44,370		$	49,791

Weighted average assumptions - benefit obligation
Discount rate		2.73	%		3.00	%		3.90	%
Rate of compensation increase		n/a			n/a			n/a

Change in plan assets
Fair value of plan assets at beginning of year	$	33,105		$	37,934		$	38,295
Actual return on plan assets		4,223			1,956			3,740
Employer contributions		954			1,102			1,179
Benefits paid		(1,796	)		(1,997	)		(2,152	)
Exchange rate changes		(636	)		(5,890	)		(3,128	)
Fair value of plan assets at end of year		35,850			33,105			37,934
Funded status at end of year	$	(9,708	)	$	(11,265	)		(11,857	)
Amounts recognized in balance sheet
Current liability	$	—		$	—		$	—
Noncurrent liability		(9,708	)		(11,265	)		(11,857	)
Net amount recognized in balance sheet	$	(9,708	)	$	(11,265	)	$	(11,857	)

Weighted average assumptions – net periodic benefit cost

Discount rate		3.00	%		3.90	%		4.30	%
Rate of compensation increase		n/a			n/a			n/a
Return on plan assets		3.59	%		4.77	%		5.45	%

Amounts not yet reflected in net periodic benefit costs and included in accumulated other comprehensive loss
Prior service cost	$	—		$	—		$	—
Accumulated loss		(3,877	)		(4,437	)		(4,978	)
Amounts not yet recognized as a component of net periodic benefit cost		(3,877	)		(4,437	)		(4,978	)
Accumulated net periodic benefit cost in excess of contributions		(5,831	)		(6,828	)		(6,879	)
Net amount recognized	$	(9,708	)	$	(11,265	)	$	(11,857	)

Components of net periodic benefit cost
Service cost	$	—		$	—		$	—
Interest cost		1,252			1,784			1,979
Expected return on plan assets		(1,127	)		(1,679	)		(1,903	)
Amortization of net loss		—			2,099			990
Net periodic benefit cost	$	125		$	2,204		$	1,066

Estimated amounts that will be amortized from accumulated other comprehensive loss over the next year	$	—		$	—		$	—

Information for plan with accumulated benefits in excess of plan assets
Projected benefit obligation	$	45,558		$	44,370		$	49,791
Accumulated benefit obligation		45,558			44,370			49,791
Fair value of assets		35,851			33,104			37,934

Postretirement Medical and Life Insurance Benefits:

The status of the U.S. postretirement medical and life insurance benefit plan is as follows (in thousands):

	2017			2016			2015
Change in benefit obligation:
Benefit obligation at beginning of year	$	7,381		$	6,611		$	5,867
Service cost		85			105			113
Interest cost		269			287			244
Benefits paid		(483	)		(772	)		(647	)
Actuarial (gain) loss		(166	)		1,150			1,034
Benefit obligation at end of year	$	7,086		$	7,381		$	6,611

Weighted average assumptions: benefit obligations
Discount rate		3.92	%		3.77	%		4.49	%
Rate of compensation increase		2.64	%		2.64	%		2.64	%

Change in plan assets
Fair value of plan assets at beginning of year	$	—		$	—		$	—
Employer contributions		483			772			647
Benefits paid, net of employee contributions		(483	)		(772	)		(647	)
Fair value of plan assets at end of year		—			—			—

Amounts recognized in balance sheet
Current postretirement benefit obligation	$	(370	)	$	(396	)	$	(441	)
Non-current postretirement benefit obligation		(6,716	)		(6,985	)		(6,170	)
Net amount recognized in balance sheet	$	(7,086	)	$	(7,381	)	$	(6,611	)

Weighted average assumptions – net periodic benefit cost
Discount rate		3.77	%		4.49	%		4.29	%
Rate of compensation increase		2.64	%		2.64	%		2.64	%

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive loss
Prior service credit	$	3,851		$	4,523		$	5,305
Accumulated gain (loss)		(1,696	)		(1,983	)		(850	)
Amounts not yet recognized as a component of net periodic benefit cost		2,155			2,540			4,455
Net periodic benefit cost in excess of accumulated contributions		(9,241	)		(9,921	)		(11,066	)
Net amount recognized	$	(7,086	)	$	(7,381	)	$	(6,611	)

Components of net periodic benefit cost
Service cost	$	85		$	105		$	113
Interest cost		269			287			244
Amortization of prior service credit		(673	)		(781	)		(799	)
Amortization of accumulated loss		121			15			—
Net periodic benefit cost	$	(198	)	$	(374	)	$	(442	)


Estimated amounts that will be amortized from accumulated other comprehensive loss over the next year
Prior service credit	$	537		$	673		$	781
Net loss		(99	)		(120	)		(15	)
	$	438		$	553		$	766


Healthcare cost trend rate assumed for next year		6.60	%		6.90	%		8.00	%
Rate to which the cost trend rate gradually declines		4.50	%		4.50	%		4.50	%
Year that the rate reaches the rate at which it is assumed to remain	2037			2037			2028

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A

one

percentage point change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase
	2017		2016		2015
Effect on total of service and interest cost	$	-	$	-	$	-
Effect on postretirement benefit obligation		2		2		4

	1% Decrease
	2017			2016			2015
Effect on total of service and interest cost	$	-		$	-		$	-
Effect on postretirement benefit obligation		(2	)		(2	)		(4	)

For fiscal

2018,

the Company expects to make a

$3.3

million contribution to the domestic pension plans,

$1.0

million to the U.K. pension plan, and

$370,000

to the postretirement medical and life insurance plan.

Future pension and other benefit payments are as follows (in thousands):

Fiscal Year	Pension		Other Benefits
2018	$	6,874	$	370
2019		7,132		362
2020		7,368		367
2021		7,611		373
2022		7,986		381
2023-2027		43,702		1,937