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 February 3, 2018 and January 28, 2017 consists of the following (pre-tax):


	Pension Benefits				Other Benefits				Total
	2017		2016		2017		2016		2017		2016
Net actuarial loss (gain)	$	1,040	$	1,308	$	(130)	$	(120)	$	910	$	1,188
Prior service credit		—		—		(77)		(58)		(77)		(58)

Total	$	1,040	$	1,308	$	(207)	$	(178)	$	833	$	1,130

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
	2018		2018		2018
Net actuarial loss (gain)	$	82	$	(10)	$	72
Prior service credit		—		(11)		(11)

Total	$	82	$	(21)	$	61

Other changes recognized in other comprehensive income in 2017, 2016 and 2015 were as follows (pre-tax):


	Pension Benefits						Other Benefits						Total
	2017		2016		2015		2017		2016		2015		2017		2016		2015
Incurred net actuarial loss (gain)	$	322	$	165	$	(83)	$	(20)	$	(9)	$	(39)	$	302	$	156	$	(122)
Amortization of prior service credit		—		—		—		8		8		11		8		8		11
Amortization of net actuarial gain (loss)		(88)		(71)		(102)		11		10		7		(77)		(61)		(95)
Settlement recognition of net actuarial loss		(502)		—		—		—		—		—		(502)		—		—
Other		—		—		—		(28)		—		(2)		(28)		—		(2)
Total recognized in other comprehensive income (loss)		(268)		94		(185)		(29)		9		(23)		(297)		103		(208)

Total recognized in net periodic benefit cost and other comprehensive income	$	323	$	188	$	(82)	$	(30)	$	10	$	(22)	$	293	$	198	$	(104)

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
	2017		2016		2017		2016		2017		2016
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	4,140	$	3,922	$	316	$	290	$	243	$	244
Service cost		53		68		2		2		8		9
Interest cost		163		177		13		14		9		10
Plan participants’ contributions		—		—		—		—		12		12
Actuarial (gain) loss		126		186		15		29		(20)		(9)
Plan settlements		(1,040)		—		—		—		—		—
Benefits paid		(202)		(211)		(21)		(19)		(23)		(23)
Other		(5)		(2)		3		—		(27)		—

Benefit obligation at end of fiscal year	$	3,235	$	4,140	$	328	$	316	$	202	$	243

Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	3,138	$	3,045	$	—	$	—	$	—	$	—
Actual return on plan assets		210		302		—		—		—		—
Employer contributions		1,000		3		21		19		11		11
Plan participants’ contributions		—		—		—		—		12		12
Plan settlements		(1,198)		—		—		—		—		—
Benefits paid		(202)		(211)		(21)		(19)		(23)		(23)
Other		(5)		(1)		—		—		—		—

Fair value of plan assets at end of fiscal year	$	2,943	$	3,138	$	—	$	—	$	—	$	—
Funded status and net liability recognized at end of fiscal year	$	(292)	$	(1,002)	$	(328)	$	(316)	$	(202)	$	(243)

As of February 3, 2018 and January 28, 2017, other current liabilities include $30 and $37, respectively, of net liability recognized for the above benefit plans.

In 2017, the Company settled certain company-sponsored pension plan obligations using existing assets of the plan and a $1,000 contribution made to the plan in the third quarter of 2017. The Company recognized a settlement charge of approximately $502, $335 net of tax, associated with the settlement of the Company’s obligations for the eligible participants’ pension balances that were distributed out of the plan via a transfer to other qualified retirement plan options, a lump sum payout, or the purchase of an annuity contract, based on each participant’s election.

As of February 3, 2018 and January 28, 2017, pension plan assets do not include common shares of The Kroger Co.


	Pension Benefits						Other Benefits
Weighted average assumptions	2017		2016		2015		2017		2016		2015
Discount rate — Benefit obligation	4.00	%	4.25	%	4.62	%	3.93	%	4.18	%	4.44	%
Discount rate — Net periodic benefit cost	4.25	%	4.62	%	3.87	%	4.18	%	4.44	%	3.74	%
Expected long-term rate of return on plan assets	7.50	%	7.40	%	7.44	%
Rate of compensation increase — Net periodic benefit cost	3.07	%	2.71	%	2.85	%
Rate of compensation increase — Benefit obligation	3.03	%	3.07	%	2.71	%

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 4.00% and 3.93% discount rates as of year-end 2017 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 February 3, 2018, by approximately $426.

The Company’s 2017 assumed pension plan investment return rate was 7.50% compared to 7.40% in 2016 and 7.44% in 2015. The value of all investments in the company-sponsored defined benefit pension plans during the calendar year ending December 31, 2017, net of investment management fees and expenses, increased 8.7%. Historically, the Company’s pension plans’ average rate of return was 5.7% for the 10 calendar years ended December 31, 2017, net of all investment management fees and expenses. For the past 20 years, the Company’s pension plans’ average annual rate of return has been 7.10%. At the beginning of 2017, to determine the expected rate of return on pension plan assets held by the Company for 2017, the Company considered current and forecasted plan asset allocations as well as historical and forecasted rates of return on various asset categories. Based on this information and forward looking assumptions for investments made in a manner consistent with its target allocations, which contemplates the Company’s transition to a liability driven investment (“LDI”) strategy, the Company believed a 7.50% rate of return assumption was reasonable for 2017.

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 increased in 2017, compared to 2016, due primarily to the $1,000 in contributions made in 2017 to the qualified plans, partially offset by the decrease in discount rates from 2016 to 2017.

The following table provides the components of the Company’s net periodic benefit costs for 2017, 2016 and 2015:


	Pension Benefits
	Qualified Plans						Non-Qualified Plans						Other Benefits
	2017		2016		2015		2017		2016		2015		2017		2016		2015
Components of net periodic benefit cost:
Service cost	$	53	$	68	$	62	$	2	$	2	$	3	$	8	$	9	$	10
Interest cost		163		177		154		13		14		12		9		10		9
Expected return on plan assets		(233)		(238)		(230)		—		—		—		—		—		—
Amortization of:
Prior service credit		—		—		—		—		—		—		(8)		(8)		(11)
Actuarial (gain) loss		79		60		93		9		8		9		(11)		(10)		(7)
Settlement loss recognized		502		—		—		—		—		—		—		—		—
Other		—		3		—		3		—		—		1		—		—
Net periodic benefit cost	$	564	$	70	$	79	$	27	$	24	$	24	$	(1)	$	1	$	1

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

3
	Qualified Plans				Non-Qualified Plans
	2017		2016		2017		2016
PBO at end of fiscal year	$	3,051	$	4,140	$	328	$	316
ABO at end of fiscal year	$	2,916	$	3,997	$	313	$	297
Fair value of plan assets at end of year	$	2,755	$	3,138	$	—	$	—

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


	Pension		Other
	Benefits		Benefits
2018	$	187	$	12
2019	$	199	$	14
2020	$	210	$	15
2021	$	206	$	15
2022	$	218	$	16
2023 —2027	$	1,217	$	83

The following table provides information about the target and actual pension plan asset allocations as of February 3, 2018.


			Actual
	Target allocations		Allocations
	2017		2017		2016
Pension plan asset allocation
Global equity securities	8.0	%	2.2	%	14.3	%
Emerging market equity securities	3.0		1.7		6.5
Investment grade debt securities	55.0		53.3		12.0
High yield debt securities	—		3.7		14.2
Private equity	6.0		9.6		7.5
Hedge funds	17.0		17.4		35.2
Real estate	3.0		3.2		2.8
Other	8.0		8.9		7.5

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 target allocations shown for 2017 were established in 2017 in conjunction with the start of the Company’s transition to a LDI strategy. A LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability. This LDI strategy will be phased in over time as the Company is able to transition out of illiquid investments. During this transition, the Company’s target allocation will change by increasing the Company’s fixed income instruments. Cash flow from employer contributions and redemption of plan assets to fund 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.

In 2017, the Company contributed $1,000 to the company-sponsored defined benefit plans and the Company is not required to make any contributions to these plans in 2018. If the Company does make any contributions in 2018, 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 2018 expense for company-sponsored pension plans to be approximately $94.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The Company used a 5.90% 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	$	19	$	(16)

The following tables, which both reflect the adoption of ASU 2015-07 (see Note 19), set forth by level, within the fair value hierarchy, the Qualified Plans’ assets at fair value as of February 3, 2018 and January 28, 2017:

Assets at Fair Value as of February 3, 2018


	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	$	414	$	—	$	—	$	—	$	414
Corporate Stocks		61		—		—		—		61
Corporate Bonds		—		900		—		—		900
U.S. Government Securities		—		222		—		—		222
Mutual Funds/Collective Trusts		1		—		—		—		1
Partnerships/Joint Ventures		—		—		—		271		271
Hedge Funds		—		—		56		545		601
Private Equity		—		—		—		278		278
Real Estate		—		—		68		22		90
Other		—		—		—		105		105
Total	$	476	$	1,122	$	124	$	1,221	$	2,943

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

The fair value of asset groupings changed significantly in 2017, as compared to 2016, due to the LDI transition that began in 2017 as described above.

For measurements using significant unobservable inputs (Level 3) during 2017 and 2016, a reconciliation of the beginning and ending balances is as follows:


	Hedge Funds		Real Estate
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
Contributions into Fund		13		11
Realized gains		1		3
Unrealized gains		5		8
Distributions		(30)		(19)

Ending balance, February 3, 2018	$	56	$	68

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 $219, $215 and $196 to employee 401(k) retirement savings accounts in 2017, 2016 and 2015, 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.