EMPLOYEE BENEFITS | 9. EMPLOYEE BENEFITS We maintain a qualified defined benefit pension plan (“Pension Plan”), which covers certain eligible employees. Benefits are based on years of service that continue to count toward early retirement calculations and vesting previously earned. No new participants may enter the Pension Plan and no further benefits will accrue. We also have a limited number of supplemental retirement plans to provide certain key employees and retirees with additional retirement benefits. These plans are funded on a pay‑as‑you‑go basis and the accrued pension obligation is largely included in pension and post retirement obligations. We paid $8.8 million and $8.9 million in 2019 and 2018, respectively, for these plans. We also provide or subsidize certain life insurance benefits for employees. The following tables provide reconciliations of the pension and post‑ retirement benefit plans’ benefit obligations, fair value of assets and funded status as of December 29, 2019, and December 30, 2018: Pension Benefits Post-retirement Benefits (in thousands) 2019 2018 2019 2018 Change in Benefit Obligation Benefit obligation, beginning of year $ 1,920,987 $ 2,080,013 $ 6,827 $ 7,625 Interest cost 79,309 79,154 262 256 Plan participants’ contributions — — 7 10 Actuarial (gain)/loss 181,506 (126,540) (1,020) (417) Gross benefits paid (149,859) (111,640) (584) (647) Special termination benefits 6,835 — — — Benefit obligation, end of year $ 2,038,778 $ 1,920,987 $ 5,492 $ 6,827 Pension Benefits Post-retirement Benefits (in thousands) 2019 2018 2019 2018 Change in Plan Assets Fair value of plan assets, beginning of year $ 1,259,979 $ 1,477,926 $ — $ — Actual return on plan assets 271,332 (115,192) — — Employer contribution 11,815 8,885 577 637 Plan participants’ contributions — — 7 10 Gross benefits paid (149,859) (111,640) (584) (647) Fair value of plan assets, end of year $ 1,393,267 $ 1,259,979 $ — $ — Pension Benefits Post-retirement Benefits (in thousands) 2019 2018 2019 2018 Funded Status Fair value of plan assets $ 1,393,267 $ 1,259,979 $ — $ — Benefit obligations (2,038,778) (1,920,987) (5,492) (6,827) Funded status and amount recognized, end of year $ (645,511) $ (661,008) $ (5,492) $ (6,827) Amounts recognized in the consolidated balance sheets at December 29, 2019, and December 30, 2018, consist of: Pension Benefits Post-retirement Benefits (in thousands) 2019 2018 2019 2018 Current liability $ (124,200) $ (11,510) $ (793) $ (1,015) Noncurrent liability (521,311) (649,498) (4,699) (5,812) $ (645,511) $ (661,008) $ (5,492) $ (6,827) Amounts recognized in accumulated other comprehensive income for the years ended December 29, 2019, and December 30, 2018, consist of: Pension Benefits Post-retirement Benefits (in thousands) 2019 2018 2019 2018 Net actuarial loss/(gain) $ 781,063 $ 811,063 $ (7,464) $ (7,334) Prior service cost/(credit) — — (2,482) (4,456) $ 781,063 $ 811,063 $ (9,946) $ (11,790) The elements of retirement and post‑retirement costs are as follows: Years Ended December 29, December 30, (in thousands) 2019 2018 Pension plans: Interest Cost $ 79,309 $ 79,154 Expected return on plan assets (83,820) (90,495) Prior service cost amortization 6,834 — Actuarial loss 23,995 25,181 Net pension expense 26,318 13,840 Net post-retirement benefit credit (2,603) (2,726) Net retirement expenses $ 23,715 $ 11,114 Our discount rate was determined by matching a portfolio of long‑term, non‑callable, high-quality bonds to the plans’ projected cash flows. Weighted average assumptions used for valuing benefit obligations were: Pension Benefit Post-retirement Obligations Obligations 2019 2018 2019 2018 Discount rate 3.48 % 4.42 % 3.15 % 4.15 % Weighted average assumptions used in calculating expense: Pension Benefit Expense Post-retirement Expense December 29, December 30, December 29, December 30, 2019 (1) 2018 2019 2018 Expected long-term return on plan assets 7.75 % 7.75 % N/A N/A Discount rate 4.42 % 3.91 % 4.15 % 3.60 % _____________________ (1) As discussed below, we performed an interim remeasurement of the Pension Plan on March 22, 2019, and used the assumptions described below. The expected long-term return on plan assets of 7.75% and discount rate of 4.42% presented in the table were used for the year end 2019 assumptions. Early Retirement Incentive Program In February 2019, we announced a one-time voluntary Early Retirement Incentive Program (“ERIP”) that was offered to approximately 450 employees. The ERIP allowed the employees to accept a special termination benefit based on years of continuous service and the option to take their vested benefits under our frozen Pension Plan in a lump sum payment. Nearly 50% of the eligible employees opted into the program. Lump sum pension and termination payments made under the ERIP totaled approximately $35.1 million, decreasing both the benefit obligation and the fair value of plan assets. Due to the significance of this program, we remeasured the retirement plan assets and benefit obligations as of March 22, 2019, using a discount rate of 4.10% and an expected return on plan assets of 7.75%. The remeasurement and the special termination benefits resulted in a net reduction to the pension liability and the recognition of a one-time non-cash charge of $6.8 million for the special termination benefits, presented in retirement benefit expense on the statement of operations during the three months ended March 31, 2019. These are included in pension and postretirement obligations on the statements of operations. Contributions and Cash Flows We made a required cash minimum contribution of $3.1 million to the Pension Plan in the fourth quarter of 2019. We did not have a required cash minimum contribution to the Pension Plan in 2018 and made no voluntary cash contributions. Minimum required contributions for fiscal year 2020 were estimated to be approximately $124.2 million , which would be paid in installments beginning in January 2020 with the majority of those payments due on or subsequent to September 2020. On January 14, 2020, we entered into a Standstill Agreement (“Agreement”) with the PBGC. The Agreement relates to our Pension Plan and the minimum required payments of approximately $4.0 million due on January 15, 2020 (“Payment Date”). Pursuant to the Agreement, the PBGC agreed not to exercise the remedies available to it despite the fact that we were not making our scheduled Pension Plan contribution on the Payment Date. Under the Agreement, the PBGC agreed to a forbearance period until February 18, 2020 (“Forbearance Period”), unless terminated earlier, subject to customary terms and conditions. During the Forbearance Period, we continued to work towards a permanent solution under which the PBGC would assume our Pension Plan and we filed for Chapter 11 Bankruptcy protection on February 13, 2020. See Note 2 related to the Chapter 11 Cases. As of December 29, 2019, the expected benefit payments to retirees under our retirement and post‑retirement plans over the next 10 years are summarized below: Retirement Post-retirement (in thousands) Plans (1) Plans 2020 $ 105,047 $ 806 2021 126,706 712 2022 118,914 629 2023 119,193 556 2024 120,023 488 2025-2029 612,922 1,663 Total $ 1,202,805 $ 4,854 (1) Largely to be paid from the qualified defined benefit pension plan. Pension Plan Assets Our investment policies are designed to maximize Pension Plan returns within reasonable and prudent levels of risk, with an investment horizon of greater than 10 years so that interim investment returns and fluctuations are viewed with appropriate perspective. The policy also aims to maintain sufficient liquid assets to provide for the payment of retirement benefits and plan expenses, hence, small portions of the equity and debt investments are held in marketable mutual funds. Our policy seeks to provide an appropriate level of diversification of assets, as reflected in its target allocations, as well as limits placed on concentrations of equities in specific sectors or industries. It uses a mix of active managers and passive index funds and a mix of separate accounts, mutual funds, common collective trusts and other investment vehicles. Our assumed long‑term return on assets was developed using a weighted average return based upon the Pension Plan’s portfolio of assets and expected returns for each asset class, considering projected inflation, interest rates and market returns. The assumed return was also reviewed in light of historical and recent returns in total and by asset class. As of December 29, 2019, and December 30, 2018, the target allocations for the Pension Plan assets were 61% equity securities, 33% debt securities and 6% real estate securities. The table below summarizes the Pension Plan’s financial instruments that are carried at fair value on a recurring basis by the fair value hierarchy levels discussed in Note 3, as of the year ended December 29, 2019 2019 Plan Assets (in thousands) Level 1 Level 2 Level 3 NAV Total Cash and cash equivalents $ 9,355 $ — $ — $ — $ 9,355 Mutual funds 139,021 — — — 139,021 Common collective trusts — — — 1,178,230 1,178,230 Real estate — — 55,874 — 55,874 Private equity funds — — 10,787 — 10,787 Total $ 148,376 $ — $ 66,661 $ 1,178,230 $ 1,393,267 The table below summarizes changes in the fair value of the Pension Plan’s Level 3 investment assets held for the year ended December 29, 2019: (in thousands) Real Estate Private Equity Total Beginning Balance, December 30, 2018 $ 55,398 $ 9,609 $ 65,007 Realized gains (losses), net 2,738 3 2,741 Transfer in or out of level 3 (4,953) — (4,953) Unrealized gains (losses), net 2,691 1,175 3,866 Ending Balance, December 29, 2019 $ 55,874 $ 10,787 $ 66,661 The table below summarizes the Pension Plan’s financial instruments that are carried at fair value on a recurring basis by the fair value hierarchy levels discussed in Note 3, as of the year ended December 30, 2018: 2018 Plan Assets (in thousands) Level 1 Level 2 Level 3 NAV Total Cash and cash equivalents $ 9,366 $ — $ — $ — $ 9,366 Mutual funds 139,978 — — — 139,978 Common collective trusts — — — 1,045,628 1,045,628 Real estate — — 55,398 — 55,398 Private equity funds — — 9,609 — 9,609 Total $ 149,344 $ — $ 65,007 $ 1,045,628 $ 1,259,979 The table below summarizes changes in the fair value of the Pension Plan’s Level 3 investment assets held for the year ended December 30, 2018: (in thousands) Real Estate Private Equity Total Beginning Balance, December 31, 2017 $ 58,050 $ 9,509 $ 67,559 Realized gains (losses), net 4,528 3 4,531 Transfer in or out of level 3 (8,601) — (8,601) Unrealized gains (losses), net 1,421 97 1,518 Ending Balance, December 30, 2018 $ 55,398 $ 9,609 $ 65,007 Cash and cash equivalents: Held primarily in a short-term investment fund (“STIF”) are categorized as Level 1. They are valued at the daily closing price as reported by the fund. These funds are required to publish their daily net asset value and to transact at that price. The STIF held by the Pension Plan is deemed to be actively traded. With a readily determinable fair market value. Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Pension Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Pension Plan are deemed to be actively traded. Common collective trusts: Stated at fair value as determined by the issuers of the funds on the fair market value of the underlying investments, which is valued at net asset value (“NAV”) as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the funds will sell the investment for an amount different from the reported NAV. NAV for these funds represent the quoted price in a non-market environment. The attributes relating to the nature and risk of such investments are as follows: (in thousands) 2019 2018 Unfunded Commitments Redemption Frequency (if Currently Eligible) Redemption Notice Period Common collective trust funds: U.S equity funds (1) $ 358,088 $ 296,135 N/A Daily None International equity funds (2) 373,764 311,119 N/A Daily - Monthly None Emerging markets equity funds (3) 179,707 153,927 N/A Daily None - 5-Day Fixed income funds (4) 126,900 146,197 N/A Daily 2-Day Total common collective trust $ 1,038,459 $ 907,378 Fixed income credit fund (4) 139,771 138,250 N/A Weekly 2-Day Total investments measured at NAV $ 1,178,230 $ 1,045,628 ________________ (1) U.S. equity fund strategies - Investments in U.S. equities are defined as commitments to U.S. dollar-denominated, publicly traded common stocks of U.S. domiciled companies and securities convertible into common stock. The aggregate U.S. equity portfolio is expected to exhibit characteristics comparable to, but not necessarily equal to, that of the Russell 3000 Index. (2) International equity funds strategies - Investments in international developed markets equities are defined as commitments to publicly traded common stocks and securities convertible into common stock issued by companies primarily domiciled in countries outside of the U.S. (3) Emerging markets equity fund strategies - Investments in emerging equities may include commitments to publicly traded common stocks and securities convertible into common stock issued by companies domiciled in countries considered emerging by one or more benchmark providers. (4) Fixed income fund strategies - Fixed income investments may include debt instruments issued by both U.S. and non-U.S. governments, agencies, “quasi Government” agencies, corporations, and any other public or private regulated debt security. Real estate: In 2016 and 2011, we contributed certain of our real property to our Pension Plan, and we entered into leaseback arrangements for the contributed facilities. These contributions were measured at fair value using Level 3 inputs, which primarily consisted of expected cash flows and discount rate that we estimated market participants would seek for bearing the risk associated with such assets. The accounting treatment for both contributions is described below. The contributions and leasebacks of these properties are treated as financing transactions and, accordingly, we continue to depreciate the carrying value of the properties in our financial statements. No gain or loss will be recognized on the contributions of any property until the sale of the property by the Pension Plan. At the time of our contributions, our pension obligation was reduced, and our financing obligations were recorded equal to the fair market value of the properties. The financing obligations are reduced by a portion of the lease payments made to the Pension Plan each month and increased for imputed interest expense on the obligations to the extent imputed interest exceeds monthly payments. Certain of the contributed properties have been sold by the Pension Plan and others may be sold by the Pension Plan in the future. In August 2019, the Pension Plan sold real property in Macon, Georgia, for approximately $0.8 million, and we terminated our lease on the property. The property was included in the real property contributions that we made to the Pension Plan in fiscal year 2011. As a result of the sale by the Pension Plan, we recognized a $0.6 million loss on the sale of the Macon property in other operating expenses on the consolidated statement of operations in 2019. In May 2018, the Pension Plan sold real property in the Lexington, Kentucky, for approximately $4.1 million and we terminated our lease on the property. The property was included in the real property contributions that we made to the Pension Plan in fiscal year 2011. As a result of the sale by the Pension Plan, we recognized a $0.2 million loss on the sale of the Lexington property in other operating expenses on the consolidated statement of operations in 2018. Private equity funds: Private equity funds represent investments in limited partnerships, which invest in start‑up or other private companies. Fair value is estimated based on valuations of comparable public companies, recent sales of comparable private and public companies, and discounted cash flow analysis of portfolio companies and is included as a Level 3 investment in the table above. 401(k) Plan We have a deferred compensation plan (“401(k) plan”), which enables eligible employees to defer compensation. In the year ended December 29, 2019, and December 30, 2018, our matching contributions were $2.1 million and $2.5 million, respectively. Matching contributions recorded in our compensation line item of our consolidated statement of operations. |