9. Retirement Plan

The Company maintains three defined benefit pension plans which cover certain manufacturing facilities. The Company also maintains a retiree health plan, which covers certain healthcare and life insurance benefits for certain retired employees and their spouses. Each of the three defined benefit plans and the retiree health plan are frozen plans. The Company uses fiscal year-end as a measurement date for the retirement plans.

The Company sponsors two defined contribution 401(k) retirement plans covering substantially all employees. Contributions are based upon a fixed dollar amount for employees who participate and percentages of employee contributions at specified thresholds. Contribution expense for these plans was $7 million, $7 million, and $6 million for fiscal 2013, 2012, and 2011, respectively.

The Company participates in one multiemployer plan. Contributions to the plan are based on specific percentages of employee compensation and are immaterial.

The projected benefit obligations of the Company's plans presented herein are equal to the accumulated benefit obligations of such plans. The tables below exclude the obligations related to the foreign plans. The net liability for foreign plans is $3 million. The net amount of liability recognized is included in Other long-term liabilities on the Consolidated Balance Sheets.


		Defined Benefit Pension Plans						Retiree Health Plan

		2013			2012			2013			2012
Change in Projected Benefit Obligations (PBO)

PBO at beginning of period	$	207		$	179		$	3		$	4
Service cost		-			-			-			-
Interest cost		7			8			-			-
Actuarial loss (gain)		(27	)		29			-			-
Benefits paid		(9	)		(9	)		(1	)		(1	)
PBO at end of period	$	178		$	207		$	2		$	3

Change in Fair Value of Plan Assets

Plan assets at beginning of period	$	129		$	109		$	-		$	-
Actual return on plan assets		14			20			-			-
Company contributions		7			9			-			1
Benefits paid		(9	)		(9	)		-			(1	)
Plan assets at end of period		141			129			-			-
Net amount recognized	$	(37	)	$	(78	)	$	(2	)	$	(3	)

At the end of fiscal 2013 the Company had $20 million of net unrealized losses recorded in Accumulated other comprehensive loss on the Consolidated Balance Sheets. The Company expects $0 to be realized in fiscal 2014.

The following table presents significant weighted-average assumptions used to determine benefit obligation and benefit cost for the fiscal years ended:


	Defined Benefit Pension Plans		Retiree Health Plan

(Percents)	2013	2012	2013	2012
Weighted-average assumptions:
Discount rate for benefit obligation	4.5	3.6	3.1	2.4
Discount rate for net benefit cost	3.6	4.4	2.4	4.5
Expected return on plan assets for net benefit costs	8.0	8.0	8.0	8.0

In evaluating the expected return on plan assets, Berry considered its historical assumptions compared with actual results, an analysis of current market conditions, asset allocations, and the views of advisors. The return on plan assets is derived from

target allocations and historical yield by asset type. Health-care-cost trend rates were assumed to increase at an annual rate of 7.0% in 2013 and thereafter. A one-percentage-point change in these assumed health care cost trend rates would not have a material impact on our postretirement benefit obligation.

In accordance with the guidance from the FASB for employers' disclosure about postretirement benefit plan assets the table below discloses fair values of each pension plan asset category and level within the fair value hierarchy in which it falls. There were no material changes or transfers between level 3 assets and the other levels.

Fiscal 2013 Asset Category		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	5	$	-	$	-	$	5
U.S. large cap comingled equity funds		-		46		-		46
U.S. mid cap equity mutual funds		15		-		-		15
U.S. small cap equity mutual funds		8		-		-		8
International equity mutual funds		12		-		-		12
Real estate equity investment funds		4		-		-		4
Corporate bond mutual funds		33		-		-		33
Corporate bonds		-		8		-		8
Guaranteed investment account		-		-		10		10
Other		-		-		-		-
Total	$	77	$	54	$	10	$	141

Fiscal 2012 Asset Category		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	4	$	-	$	-	$	4
U.S. large cap comingled equity funds		-		40		-		40
U.S. mid cap equity mutual funds		13		-		-		13
U.S. small cap equity mutual funds		7		-		-		7
International equity mutual funds		13		-		-		13
Real estate equity investment funds		4		-		-		4
Corporate bond mutual funds		22		-		-		22
Corporate bonds		-		15		-		15
Guaranteed investment account		-		-		11		11
Other		-		-		-		-
Total	$	63	$	55	$	11	$	129

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the fiscal years ending as follows:


		Defined Benefit
		Pension Plans			Retiree Health Plan

2014	$		9	$	-
2015			10		-
2016			10		-
2017			10		-
2018			10		-
2019-2023			54		1

Net pension and retiree health benefit expense included the following components as of fiscal 2013 and 2012:


		2013			2012			2011
Defined Benefit Pension Plans
Service cost	$	-		$	-		$	-
Interest cost		7			8			9
Amortization		3			2			1
Expected return on plan		(10	)		(8	)		(9	)
Net periodic benefit cost	$	-		$	2		$	1

Our defined benefit pension plan asset allocations as of fiscal year-end 2013 and 2012 are as follows:


	2013		2012
Asset Category
Equity securities and equity-like	60	%	59	%
Debt securities and debt-like	29		29
Other	11		12
Total	100	%	100	%

The Company's retirement plan assets are invested with the objective of providing the plans the ability to fund current and future benefit payment requirements while minimizing annual Company contributions. The plans' asset allocation strategy reflects a long-term growth strategy with approximately 40-50% allocated to growth investments and 40-50% allocated to fixed income investments and 5-10% in other, including cash. The retirement plans held $1 million of the Company's stock at the end of fiscal 2013. The Company re-addresses the allocation of its investments on a regular basis.