15.COMPANY- SPONSORED BENEFIT PLANS

The Company administers non-contributory defined benefit retirement plans for some non-union employees and union-represented employees as determined by the terms and conditions of collective bargaining agreements. These include several qualified pension plans (the “Qualified Plans”) and non-qualified pension plans (the “Non-Qualified Plans”). The Non-Qualified Plans pay benefits to any employee that earns in excess of the maximum allowed for the Qualified Plans by Section 415 of the Internal Revenue Code. The Company only funds obligations under the Qualified Plans. Funding for the Company-sponsored pension plans is based on a review of the specific requirements and on evaluation of the assets and liabilities of each plan.

In addition to providing pension benefits, the Company provides certain health care benefits for retired employees. The majority of the Company’s employees may become eligible for these benefits if they reach normal retirement age while employed by the Company. Funding of retiree health care benefits occurs as claims or premiums are paid.

The Company recognizes the funded status of its retirement plans on the Consolidated Balance Sheets. Actuarial gains or losses, prior service costs or credits and transition obligations that have not yet been recognized as part of net periodic benefit cost are required to be recorded as a component of AOCI. All plans are measured as of the Company’s fiscal year end.

Amounts recognized in AOCI as of January 28, 2017 and January 30, 2016 consists of the following (pre-tax):


	Pension Benefits				Other Benefits				Total
	2016		2015		2016		2015		2016		2015
Net actuarial loss (gain)	$	1,308	$	1,213	$	(120)	$	(121)	$	1,188	$	1,092
Prior service cost (credit)		—		1		(58)		(66)		(58)		(65)

Total	$	1,308	$	1,214	$	(178)	$	(187)	$	1,130	$	1,027

Amounts in AOCI expected to be recognized as components of net periodic pension or postretirement benefit costs in the next fiscal year are as follows (pre-tax):


	Pension Benefits		Other Benefits		Total
	2017		2017		2017
Net actuarial loss (gain)	$	85	$	(9)	$	76
Prior service credit		—		(8)		(8)

Total	$	85	$	(17)	$	68

Other changes recognized in other comprehensive income in 2016, 2015 and 2014 were as follows (pre-tax):


	Pension Benefits						Other Benefits						Total
	2016		2015		2014		2016		2015		2014		2016		2015		2014
Incurred net actuarial loss (gain)	$	165	$	(83)	$	590	$	(9)	$	(39)	$	14	$	156	$	(122)	$	604
Amortization of prior service credit		—		—		—		8		11		7		8		11		7
Amortization of net actuarial gain (loss)		(71)		(102)		(50)		10		7		8		(61)		(95)		(42)
Other		—		—		—		—		(2)		(47)		—		(2)		(47)
Total recognized in other comprehensive income (loss)		94		(185)		540		9		(23)		(18)		103		(208)		522

Total recognized in net periodic benefit cost and other comprehensive income	$	188	$	(82)	$	595	$	10	$	(22)	$	(9)	$	198	$	(104)	$	586

Information with respect to change in benefit obligation, change in plan assets, the funded status of the plans recorded in the Consolidated Balance Sheets, net amounts recognized at the end of fiscal years, weighted average assumptions and components of net periodic benefit cost follow:


	Pension Benefits
	Qualified Plans				Non-Qualified Plans				Other Benefits
	2016		2015		2016		2015		2016		2015
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	3,922	$	4,102	$	290	$	304	$	244	$	275
Service cost		68		62		2		3		9		10
Interest cost		177		154		14		12		10		9
Plan participants’ contributions		—		—		—		—		12		10
Actuarial (gain) loss		186		(411)		29		(17)		(9)		(39)
Benefits paid		(211)		(162)		(19)		(17)		(23)		(19)
Other		(2)		(17)		—		3		—		(2)
Assumption of Roundy's benefit obligation		—		194		—		2		—		—

Benefit obligation at end of fiscal year	$	4,140	$	3,922	$	316	$	290	$	243	$	244

Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	3,045	$	3,189	$	—	$	—	$	—	$	—
Actual return (loss) on plan assets		302		(124)		—		—		—		—
Employer contributions		3		5		19		17		11		9
Plan participants’ contributions		—		—		—		—		12		10
Benefits paid		(211)		(162)		(19)		(17)		(23)		(19)
Other		(1)		(18)		—		—		—		—
Assumption of Roundy’s plan assets		—		155		—		—		—		—

Fair value of plan assets at end of fiscal year	$	3,138	$	3,045	$	—	$	—	$	—	$	—
Funded status and net liability recognized at end of fiscal year	$	(1,002)	$	(877)	$	(316)	$	(290)	$	(243)	$	(244)

As of January 28, 2017 and January 30, 2016, other current liabilities include $37 and $31, respectively, of net liability recognized for the above benefit plans.

As of January 28, 2017 and January 30, 2016, pension plan assets do not include common shares of The Kroger Co.


	Pension Benefits						Other Benefits
Weighted average assumptions	2016		2015		2014		2016		2015		2014
Discount rate — Benefit obligation	4.25	%	4.62	%	3.87	%	4.18	%	4.44	%	3.74	%
Discount rate — Net periodic benefit cost	4.62	%	3.87	%	4.99	%	4.44	%	3.74	%	4.68	%
Expected long-term rate of return on plan assets	7.40	%	7.44	%	7.44	%
Rate of compensation increase — Net periodic benefit cost	2.71	%	2.85	%	2.86	%
Rate of compensation increase — Benefit obligation	2.72	%	2.71	%	2.85	%

The Company’s discount rate assumptions were intended to reflect the rates at which the pension benefits could be effectively settled. They take into account the timing and amount of benefits that would be available under the plans. The Company’s policy is to match the plan’s cash flows to that of a hypothetical bond portfolio whose cash flow from coupons and maturities match the plan’s projected benefit cash flows. The discount rates are the single rates that produce the same present value of cash flows. The selection of the 4.25% and 4.18% discount rates as of year-end 2016 for pension and other benefits, respectively, represents the hypothetical bond portfolio using bonds with an AA or better rating constructed with the assistance of an outside consultant. A 100 basis point increase in the discount rate would decrease the projected pension benefit obligation as of January 31, 2017, by approximately $510.

To determine the expected rate of return on pension plan assets held by the Company for 2016, the Company considered current and forecasted plan asset allocations as well as historical and forecasted rates of return on various asset categories. In 2016, the Company assumed a pension plan investment return rate to 7.40% compared to 7.44% in 2015 and 2014. The Company pension plan’s average rate of return was 5.81% for the 10 calendar years ended December 31, 2016, net of all investment management fees and expenses. The value of all investments in the Qualified Plans during the calendar year ending December 31, 2016 increased 6.90%, net of investment management fees and expenses. For the past 20 years, the Company’s average annual rate of return has been 7.77%. Based on the above information and forward looking assumptions for investments made in a manner consistent with the Company’s target allocations, the Company believes a 7.40% rate of return assumption is reasonable.

The Company calculates its expected return on plan assets by using the market-related value of plan assets. The market-related value of plan assets is determined by adjusting the actual fair value of plan assets for gains or losses on plan assets. Gains or losses represent the difference between actual and expected returns on plan investments for each plan year. Gains or losses on plan assets are recognized evenly over a five year period. Using a different method to calculate the market-related value of plan assets would provide a different expected return on plan assets.

On January 31, 2015, the Company adopted new industry specific mortality tables based on mortality experience and assumptions for generational mortality improvement in determining the Company’s benefit obligations. On January 28, 2017, the Company adopted an updated assumption for generational mortality improvement, based on additional years of published mortality experience.

The funded status decreased in 2016, compared to 2015, due primarily to a decrease in the discount rate, partially offset by an increase in plan assets.

The following table provides the components of the Company’s net periodic benefit costs for 2016, 2015 and 2014:


	Pension Benefits
	Qualified Plans						Non-Qualified Plans						Other Benefits
	2016		2015		2014		2016		2015		2014		2016		2015		2014
Components of net periodic benefit cost:
Service cost	$	68	$	62	$	48	$	2	$	3	$	3	$	9	$	10	$	11
Interest cost		177		154		169		14		12		13		10		9		13
Expected return on plan assets		(238)		(230)		(228)		—		—		—		—		—		—
Amortization of:
Prior service credit		—		—		—		—		—		—		(8)		(11)		(7)
Actuarial (gain) loss		60		93		46		8		9		4		(10)		(7)		(8)
Other		3		—		—		—		—		—		—		—		—
Net periodic benefit cost	$	70	$	79	$	35	$	24	$	24	$	20	$	1	$	1	$	9

The following table provides the projected benefit obligation (“PBO”), accumulated benefit obligation (“ABO”) and the fair value of plan assets for all Company-sponsored pension plans.


	Qualified Plans				Non-Qualified Plans
	2016		2015		2016		2015
PBO at end of fiscal year	$	4,140	$	3,922	$	316	$	290
ABO at end of fiscal year	$	3,997	$	3,786	$	297	$	280
Fair value of plan assets at end of year	$	3,138	$	3,045	$	—	$	—

The following table provides information about the Company’s estimated future benefit payments.


	Pension		Other
	Benefits		Benefits
2017	$	246	$	14
2018	$	242	$	14
2019	$	253	$	15
2020	$	265	$	17
2021	$	276	$	18
2022 —2026	$	1,522	$	104

The following table provides information about the weighted average target and actual pension plan asset allocations.


			Actual
	Target allocations		Allocations
	2016		2016		2015
Pension plan asset allocation
Global equity securities	13.2	%	14.3	%	14.9	%
Emerging market equity securities	5.8		6.5		5.2
Investment grade debt securities	8.0		12.0		11.3
High yield debt securities	14.0		14.2		11.9
Private equity	6.0		7.5		7.4
Hedge funds	39.0		35.2		36.0
Real estate	3.0		2.8		3.9
Other	11.0		7.5		9.4

Total	100.0	%	100.0	%	100.0	%

Investment objectives, policies and strategies are set by the Pension Investment Committee (the “Committee”). The primary objectives include holding and investing the assets and distributing benefits to participants and beneficiaries of the pension plans. Investment objectives have been established based on a comprehensive review of the capital markets and each underlying plan’s current and projected financial requirements. The time horizon of the investment objectives is long-term in nature and plan assets are managed on a going-concern basis.

Investment objectives and guidelines specifically applicable to each manager of assets are established and reviewed annually. Derivative instruments may be used for specified purposes, including rebalancing exposures to certain asset classes. Any use of derivative instruments for a purpose or in a manner not specifically authorized is prohibited, unless approved in advance by the Committee.

The current target allocations shown represent the 2016 targets that were established in 2015. The Company will rebalance by liquidating assets whose allocation materially exceeds target, if possible, and investing in assets whose allocation is materially below target. If markets are illiquid, the Company may not be able to rebalance to target quickly. To maintain actual asset allocations consistent with target allocations, assets are reallocated or rebalanced periodically. In addition, cash flow from employer contributions and participant benefit payments can be used to fund underweight asset classes and divest overweight asset classes, as appropriate. The Company expects that cash flow will be sufficient to meet most rebalancing needs.

The Company is not required to make any contributions to the Qualified Plans in 2017. If the Company does make any contributions in 2017, the Company expects these contributions will decrease its required contributions in future years. Among other things, investment performance of plan assets, the interest rates required to be used to calculate the pension obligations, and future changes in legislation, will determine the amounts of any contributions. The Company expects 2017 expense for Company-sponsored pension plans to be approximately $110.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The Company used a 6.10% initial health care cost trend rate, which is assumed to decrease on a linear basis to a 4.50% ultimate health care cost trend rate in 2037, to determine its expense. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:


	1% Point		1% Point
	Increase		Decrease
Effect on total of service and interest cost components	$	2	$	(2)
Effect on postretirement benefit obligation	$	24	$	(21)

The following tables, which both reflect the adoption of Accounting Standards Update (“ASU”) 2015-07 (see Note 17), set forth by level, within the fair value hierarchy, the Qualified Plans’ assets at fair value as of January 28, 2017 and January 30, 2016:

Assets at Fair Value as of January 28, 2017


	Quoted Prices in				Significant
	Active Markets for		Significant Other		Unobservable		Assets
	Identical Assets		Observable Inputs		Inputs		Measured
	(Level 1)		(Level 2)		(Level 3)		at NAV		Total
Cash and cash equivalents	$	183	$	—	$	—	$	—	$	183
Corporate Stocks		240		—		—		—		240
Corporate Bonds		—		57		—		—		57
U.S. Government Securities		—		37		—		—		37
Mutual Funds/Collective Trusts		122		4		—		827		953
Partnerships/Joint Ventures		—		156		—		—		156
Hedge Funds		—		—		67		1,034		1,101
Private Equity		—		—		—		245		245
Real Estate		—		—		65		22		87
Other		—		35		—		44		79
Total	$	545	$	289	$	132	$	2,172	$	3,138

Assets at Fair Value as of January 30, 2016


	Quoted Prices in				Significant
	Active Markets for		Significant Other		Unobservable		Assets
	Identical Assets		Observable Inputs		Inputs		Measured
	(Level 1)		(Level 2)		(Level 3)		at NAV		Total
Cash and cash equivalents	$	27	$	—	$	—	$	—	$	27
Corporate Stocks		231		—		—		—		231
Corporate Bonds		—		76		—		—		76
U.S. Government Securities		—		75		—		—		75
Mutual Funds/Collective Trusts		89		5		—		896		990
Partnerships/Joint Ventures		—		118		—		—		118
Hedge Funds		—		—		61		1,043		1,104
Private Equity		—		—		—		225		225
Real Estate		—		—		79		24		103
Other		—		47		—		49		96
Total	$	347	$	321	$	140	$	2,237	$	3,045

For measurements using significant unobservable inputs (Level 3) during 2016 and 2015, a reconciliation of the beginning and ending balances is as follows:


	Hedge Funds		Real Estate
Ending balance, January 31, 2015	$	56	$	84
Contributions into Fund		13		9
Realized gains		—		5
Unrealized (losses) gains		(1)		2
Distributions		(7)		(21)

Ending balance, January 30, 2016		61		79
Contributions into Fund		10		9
Realized gains		1		12
Unrealized losses		(1)		(2)
Distributions		(4)		(32)
Other		—		(1)

Ending balance, January 28, 2017	$	67	$	65

See Note 8 for a discussion of the levels of the fair value hierarchy. The assets’ fair value measurement level above is based on the lowest level of any input that is significant to the fair value measurement.

The following is a description of the valuation methods used for the Qualified Plans’ assets measured at fair value in the above tables:

Cash and cash equivalents: The carrying value approximates fair value.

Corporate Stocks: The fair values of these securities are based on observable market quotations for identical assets and are valued at the closing price reported on the active market on which the individual securities are traded.

Corporate Bonds: The fair values of these securities are primarily based on observable market quotations for similar bonds, valued at the closing price reported on the active market on which the individual securities are traded. When such quoted prices are not available, the bonds are valued using a discounted cash flow approach using current yields on similar instruments of issuers with similar credit ratings, including adjustments for certain risks that may not be observable, such as credit and liquidity risks.

U.S. Government Securities: Certain U.S. Government securities are valued at the closing price reported in the active market in which the security is traded. Other U.S. government securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for similar securities, the security is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.

Mutual Funds/Collective Trusts: The mutual funds/collective trust funds are public investment vehicles valued using a Net Asset Value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that is not active. However, the NAV is based on the fair value of the underlying securities within the fund, which are traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded.

Partnerships/Joint Ventures: These funds consist primarily of U.S. government securities, Corporate Bonds, Corporate Stocks, and derivatives, which are valued in a manner consistent with these types of investments, noted above.

Hedge Funds: Hedge funds are private investment vehicles valued using a Net Asset Value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that is not active. The NAV is based on the fair value of the underlying securities within the funds, which may be traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager to value investments. Fair values of all investments are adjusted annually, if necessary, based on audits of the Hedge Fund financial statements; such adjustments are reflected in the fair value of the plan’s assets.

Private Equity: Private Equity investments are valued based on the fair value of the underlying securities within the fund, which include investments both traded on an active market and not traded on an active market. For those investments that are traded on an active market, the values are based on the closing price reported on the active market on which those individual securities are traded. For investments not traded on an active market, or for which a quoted price is not publicly available, a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches, are employed by the fund manager to value investments. Fair values of all investments are adjusted annually, if necessary, based on audits of the private equity fund financial statements; such adjustments are reflected in the fair value of the plan’s assets.

Real Estate: Real estate investments include investments in real estate funds managed by a fund manager. These investments are valued using a variety of unobservable valuation methodologies, including discounted cash flow, market multiple and cost valuation approaches.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

The Company contributed and expensed $215, $196 and $177 to employee 401(k) retirement savings accounts in 2016, 2015 and 2014, respectively. The 401(k) retirement savings account plans provide to eligible employees both matching contributions and automatic contributions from the Company based on participant contributions, compensation as defined by the plan and length of service.