16.MULTI-EMPLOYER PENSION PLANS

The Company contributes to various multi-employer pension plans, including the UFCW Consolidated Pension Plan, based on obligations arising from collective bargaining agreements. The Company is designated as the named fiduciary of the UFCW Consolidated Pension Plan and has sole investment authority over these assets. These plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed in equal number by employers and unions. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

In the first quarter of 2014, the Company incurred a charge of $56 (after-tax) related to commitments and withdrawal liabilities associated with the restructuring of pension plan agreements, of which $15 was contributed to the UFCW Consolidated Pension Plan in 2014. The Company is required to contribute an additional $75 over the next four years related to the restructuring of these pension plan agreements.

The Company recognizes expense in connection with its multi-employer pension plans as contributions are funded, or in the case of the UFCW Consolidated Pension Plan, when commitments are made. The Company made contributions to multi-employer funds of $297 in 2014, $228 in 2013 and $492 in 2012. The cash contribution for 2012 includes the Company’s $258 contribution to the UFCW Consolidated Pension Plan in the fourth quarter of 2012.

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 the 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 unfunded vested benefits of the plan, referred to as a withdrawal liability.

The Company’s participation in multi-employer 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 2014 and 2013 is for the plan’s year-end at December 31, 2013 and December 31, 2012, respectively. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are less than 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. Unless otherwise noted, the information for these tables was obtained from the Forms 5500 filed for each plan’s year-end at December 31, 2013 and December 31, 2012. The multi-employer contributions listed in the table below are the Company’s multi-employer contributions made in fiscal years 2014, 2013 and 2012.

The following table contains information about the Company’s multi-employer pension plans:

				FIP/RP
		Pension Protection		Status
	EIN / Pension	Act Zone Status		Pending/	Multi-Employer Contributions						Surcharge
Pension Fund	Plan Number	2014	2013	Implemented	2014		2013		2012		Imposed(6)
SO CA UFCW Unions & Food Employers Joint Pension Trust Fund(1) (2)	95-1939092 - 001	Red	Red	Implemented	$	48	$	45	$	43	No
Desert States Employers & UFCW Unions Pension Plan(1)	84-6277982 - 001	Green	Green	No	21		23		22		No
Sound Retirement Trust (formerly Retail Clerks Pension Plan)(1) (3)	91-6069306 — 001	Red	Red	Implemented	15		13		12		No
Rocky Mountain UFCW Unions and Employers Pension Plan(1)	84-6045986 - 001	Green	Green	No	17		17		17		No
Oregon Retail Employees Pension Plan(1)	93-6074377 - 001	Red	Red	Implemented	7		7		7		No
Bakery and Confectionary Union & Industry International Pension Fund(1)	52-6118572 - 001	Red	Red	Implemented	11		12		10		No
Washington Meat Industry Pension Trust(1) (4) (5)	91-6134141 - 001	Red	Red	Implemented	1		3		3		No
Retail Food Employers & UFCW Local 711 Pension(1)	51-6031512 - 001	Red	Red	Implemented	9		8		8		No
Denver Area Meat Cutters and Employers Pension Plan(1)	84-6097461 - 001	Green	Green	No	8		8		8		No
United Food & Commercial Workers Intl Union — Industry Pension Fund(1) (4)	51-6055922 - 001	Green	Green	No	33		33		33		No
Western Conference of Teamsters Pension Plan	91-6145047 - 001	Green	Green	No	30		31		30		No
Central States, Southeast & Southwest Areas Pension Plan	36-6044243 - 001	Red	Red	Implemented	15		15		12		No
UFCW Consolidated Pension Plan(1)	58-6101602 — 001	Green	Green	No	70		—		275		No
Other					12		13		12

Total Contributions					$	297	$	228	$	492

(1)

The Company’s multi-employer contributions to these respective funds represent more than 5% of the total contributions received by the pension funds.

(2)

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

(3)

The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2013 and September 30, 2012.

(4)

The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at June 30, 2013 and June 30, 2012.

(5)

As of June 30, 2014, this pension fund was merged into the Sound Retirement Trust. After the completion of the merger, on July 1, 2014, certain assets and liabilities related to the Washington Meat Industry Pension Trust were transferred from the Sound Retirement Trust to the UFCW Consolidated Pension Plan. See the above information regarding the restructuring of certain pension plan agreements.

(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 January 31, 2015, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by the applicable pension fund.

The following table describes (a) the expiration date of the Company’s collective bargaining agreements and (b) the expiration date of the Company’s most significant collective bargaining agreements for each of the material multi-employer funds in which the Company participates.

	Expiration Date	Most Significant Collective
	of Collective	Bargaining Agreements(1)
	Bargaining	(not in millions)
Pension Fund	Agreements	Count	Expiration
SO CA UFCW Unions & Food Employers Joint Pension Trust Fund	March 2016 to June 2017	2	March 2016 to June 2017
UFCW Consolidated Pension Plan	February 2015 to March 2019	8	February 2015 to June 2018
Desert States Employers & UFCW Unions Pension Plan	October 2016 to June 2018	1	October 2016
Sound Retirement Trust (formerly Retail Clerks Pension Plan)(3)	January 2015(2) to December 2016	2	May 2016 to August 2016
Rocky Mountain UFCW Unions and Employers Pension Plan	September 2015 to October 2015	1	September 2015
Oregon Retail Employees Pension Plan	February 2015 to April 2017	3	August 2015 to June 2016
Bakery and Confectionary Union & Industry International Pension Fund	May 2011(2) to September 2017	4	July 2015 to May 2017
Retail Food Employers & UFCW Local 711 Pension	April 2013(2) to March 2015	2	March 2015
Denver Area Meat Cutters and Employers Pension Plan	September 2015 to October 2015	1	September 2015
United Food & Commercial Workers Intl Union — Industry Pension Fund	March 2014(2) to August 2018	2	April 2015 to March 2017
Western Conference of Teamsters Pension Plan	April 2014(2) to April 2018	5	April 2015 to July 2017
Central States, Southeast & Southwest Areas Pension Plan	September 2014(2)	2

(1)

This column represents the number of significant collective bargaining agreements and their expiration date for each of the Company’s pension funds listed above. For purposes of this table, the “significant collective bargaining agreements” are the largest based on covered employees that, when aggregated, cover the majority of the employees for which we make multi-employer contributions for the referenced pension fund.

(2)

Certain collective bargaining agreements for each of these pension funds are operating under an extension.

(3)

As of June 30, 2014, the Washington Meat Industry Pension Trust was merged into the Sound Retirement Trust.

Based on the most recent information available to it, the Company believes the present value of actuarial accrued liabilities in most of these multi-employer plans substantially exceeds the value of the assets held in trust to pay benefits. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to these funds, the Company could trigger a substantial withdrawal liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.

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 health and welfare plans were approximately $1,200 in 2014, $1,100 in 2013 and $1,100 in 2012.