PENSION PLANS

Company-Sponsored Pension Plans

The Company sponsors four defined benefit pension plans. Two are tax-qualified plans covering members of unions. Benefits under these two plans are based on a fixed amount for each year of service. One is a tax-qualified plan covering nonunion associates. Benefits under this plan are based upon percentages of annual compensation. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

On February 15, 2016, the Company amended the Village Super Market Employees Retirement Plan, which covers nonunion employees and pharmacists, to freeze all benefits effective March 31, 2016. As a result of this amendment, the Company recognized a pre-tax curtailment gain totaling $17,904 in accumulated other comprehensive loss during fiscal 2016.

Net periodic pension cost for the four plans include the following components:



	2016			2015			2014
Service cost	$	3,099		$	3,642		$	2,926
Interest cost on projected benefit obligation	3,031			3,055			2,775
Expected return on plan assets	(3,645		)	(3,719		)	(3,194		)
Gain on settlement	—			(239		)	—
Amortization of gains and losses	1,504			1,295			804
Net periodic pension cost	$	3,989		$	4,034		$	3,311

The changes in benefit obligations and the reconciliation of the funded status of the Company’s plans to the consolidated balance sheets were as follows:



	2016			2015
Changes in Benefit Obligation:
Benefit obligation at beginning of year	$	83,961		$	77,090
Service cost	3,099			3,642
Interest cost	3,031			3,055
Benefits paid	(3,440		)	(3,769		)
Curtailment	(17,904		)	—
Settlement	—			(3,033		)
Actuarial loss	11,274			6,976
Benefit obligation at end of year	$	80,021		$	83,961

Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	51,729		$	50,129
Actual return on plan assets	1,468			2,279
Employer contributions	3,524			6,203
Benefits paid	(3,440		)	(3,769		)
Settlements paid	—			(3,113		)
Fair value of plan assets at end of year	53,281			51,729

Funded status at end of year	$	(26,740	)	$	(32,232	)

Amounts recognized in the consolidated balance sheets:
Pension liabilities	(26,740		)	(32,232		)
Accumulated other comprehensive loss, net of income taxes	13,339			16,874

Amounts included in Accumulated other comprehensive loss (pre-tax):
Net actuarial loss	$	22,502		$	28,459

The Company expects approximately $1,511 of the net actuarial loss to be recognized as a component of net periodic benefit costs in fiscal 2017.

The accumulated benefit obligations of the four plans were $80,021 and $66,809 at July 30, 2016 and July 25, 2015, respectively. The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets:



	2016		2015
Projected benefit obligation	$	80,021	$	83,961
Accumulated benefit obligation	80,021		66,809
Fair value of plan assets	53,281		51,729

Weighted average assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:



	2016		2015		2014
Assumed discount rate — net periodic pension cost	4.02	%	3.95	%	4.43	%
Assumed discount rate — benefit obligation	3.08	%	4.02	%	3.95	%
Assumed rate of increase in compensation levels	4 - 4.5	%	4 - 4.5	%	4 - 4.5	%
Expected rate of return on plan assets	7.50	%	7.50	%	7.50	%

Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village. The Company’s overall investment strategy is to maintain a broadly diversified portfolio of stocks, bonds and money market instruments that, along with periodic plan contributions, provide the necessary funds for ongoing benefit obligations. Expected rates of return on plan assets are developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the trusts, resulting in a weighted-average rate of return on plan assets. Equity returns were based primarily on historical returns of the S&P 500 Index. Fixed-income projected returns were based primarily on historical returns for the broad U.S. bond market. The target allocations for plan assets are 50-70% equity securities, 25-40% fixed income securities and 0-10% cash. Asset allocations are reviewed periodically and appropriate rebalancing is performed.

Equity securities include investments in large-cap, small-cap and mid-cap companies located both in and outside the United States. Fixed income securities include U.S. treasuries, mortgage-backed securities and corporate bonds of companies from diversified industries. Investments in securities are made both directly and through mutual funds. In addition, one plan held Class A common stock of Village in the amount of $770 and $651 at July 30, 2016 and July 25, 2015, respectively.

Risk management is accomplished through diversification across asset classes and fund strategies, multiple investment portfolios and investment guidelines. The plans do not allow for investments in derivative instruments.

The fair value of the pension assets were as follows:



	July 30, 2016						July 25, 2015
Asset Category	Level 1		Level 2		Total		Level 1		Level 2		Total
Cash	$	1,173	$	—	$	1,173	$	718	$	—	$	718

Equity securities:
Company stock	770		—		770		651		—		651
U.S large cap (1)	18,416		—		18,416		18,368		—		18,368
U.S. small/mid cap (2)	6,591		—		6,591		6,602		—		6,602
International (3)	6,752		—		6,752		6,431		—		6,431
Emerging markets (4)	1,219		—		1,219		1,193		—		1,193

Fixed income securities:
U.S treasuries (5)	10,560		—		10,560		9,911		—		9,911
Mortgage-backed (5)	—		1,918		1,918		—		2,014		2,014
Corporate bonds (5)	3,054		2,140		5,194		2,810		2,370		5,180
International (6)	688		—		688		661		—		661

Total	$	49,223	$	4,058	$	53,281	$	47,345	$	4,384	$	51,729


(1)	Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.


(2)	Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded U.S. common stocks of small and medium cap companies.


(3)	Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.


(4)	Consists of mutual and exchange traded funds which invest in non-U.S. stocks in emerging markets.


(5)	Includes directly owned securities, mutual funds and exchange traded funds.


(6)	Consists of exchange traded funds which invest in non-U.S. bonds in emerging markets.

Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:



Fiscal Year
2017	$	2,820
2018	2,386
2019	2,928
2020	2,941
2021	14,958
2022 - 2026	17,903

The Company expects to contribute $3,000 in cash to all defined benefit pension plans in fiscal 2017.

Multi-Employer Plans

The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees. These plans provide benefits to participants that are generally based on a fixed amount for each year of service. Based on the most recent information available, certain of these multi-employer plans are underfunded. The amount of any increase or decrease in Village’s required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.

The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects:


•	Assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.


•	If a participating employer stops contributing to the plan, the unfunded obligations of the plan allocable to such withdrawing employer may be borne by the remaining participating employers.


•	If the Company stops participating in some of its multi-employer pension plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

The Company’s participation in these plans is outlined in the following tables. The “EIN / Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit pension plan number. The most recent “Pension Protection Act Zone Status” available in 2015 and 2014 is for the plan’s year-end at December 31, 2015 and December 31, 2014, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.



		Pension Protection Act Zone Status		FIP/RP Status Pending / Implemented	Contributions for the year ended (5)							Expiration date of Collective- Bargaining Agreement
Pension Fund	EIN / Pension Plan Number	2015	2014	FIP/RP Status Pending / Implemented	July 30, 2016		July 25, 2015		July 26, 2014		Surcharge Imposed (6)	Expiration date of Collective- Bargaining Agreement
Pension Plan of Local 464A (1)	22-6051600-001	Green	Green	N/A	$	679	$	665	$	615	N/A	October 2020
UFCW Local 1262 & Employers Pension Fund (2), (4)	22-6074414-001	Red	Red	Implemented	3,510		3,501		3,273		No	October 2018
UFCW Regional Pension Plan (3), (4)	16-6062287-074	Red	Red	Implemented	1,275		1,235		1,225		No	December 2017
Total Contributions					$	5,464	$	5,401	$	5,113


(1)	The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2015 and December 31, 2014.


(2)	The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2014 and December 31, 2013.


(3)	The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2015 and September 30, 2014.


(4)	This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no changes to the plan’s zone status as a result of this election.


(5)	The Company’s contributions represent more than 5% of the total contributions received by each applicable pension fund for all periods presented.


(6)	Under the Pension Protection Act, a surcharge may be imposed when employers make contributions under a collective bargaining agreement that is not in compliance with a rehabilitation plan. As of July 30, 2016, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.

Other Multi-Employer Benefit Plans

The Company also contributes to various other multi-employer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions made by the Company to these other multi-employer benefit plans were approximately $27,965, $26,932 and $25,531 in fiscal 2016, 2015 and 2014, respectively.

Defined Contribution Plans

The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $641, $392 and $393 in fiscal 2016, 2015 and 2014, respectively. The Company also contributes to union sponsored defined contribution plans for certain eligible associates. Company contributions under these plans were $836, $817 and $813 in fiscal 2016, 2015 and 2014, respectively.