RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors pension plans in both the United States and Canada. The Company’s domestic pension plans cover substantially all United States employees. Under the domestic plans, salaried, management and certain hourly employees’ pension benefits are based on a two-rate formula applied to each year of service. Participants receive the larger of the accrued benefit as of December 31, 2015 (based on service commencing at the date of hire and a 35-year service cap and an average annual salary for the five highest consecutive years during the last 10 year period) and the benefit calculated under the current plan provisions using pay and service from the date of hire. Generally, under the current plan provisions, a participant receives credit for one year of service for each 365 days of employment as an eligible employee with the Company commencing after the employee's date of participation in the plan, up to 30 years. A service credit of 0.825% is applied to that portion of the average annual salary for the last 10 years that does not exceed “covered compensation,” which is the 35-year average compensation subject to FICA tax based on a participant’s year of birth, and a service credit of 1.425% is applied to that portion of the average salary during those 10 years that exceeds said level. During 2017, the Company announced changes to the domestic qualified pension plan that became effective in January 2019. Except for grandfathered employees and certain hourly associates in the Company's retail divisions, final average compensation, taxable covered compensation and credit service for purposes of determining accrued pension benefits were frozen as of December 31, 2018.

As discussed in Note 2 to the consolidated financial statements, the Company acquired Blowfish Malibu on July 6, 2018. In conjunction with the acquisition, the Company acquired pension assets and assumed pension benefit obligations. These pension assets and benefit obligations were remeasured to reflect the funded status as of the date of the acquisition, which resulted in $2.4 million of acquired pension assets and $2.0 million of assumed benefit obligations.

The Company’s Canadian pension plans cover certain employees based on plan specifications. Under the Canadian plans, employees’ pension benefits are based on the employee’s highest consecutive five years of compensation during the 10 years before retirement. The Company’s funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company also maintains an unfunded Supplemental Executive Retirement Plan (“SERP”).

In addition to providing pension benefits, the Company sponsors unfunded defined benefit postretirement life insurance plans that cover both salaried and hourly employees who became eligible for benefits by January 1, 1995. The life insurance plans provide coverage of up to $20 thousand dollars for qualifying retired employees.

Benefit Obligations

The following table sets forth changes in benefit obligations, including all domestic and Canadian plans:



	Pension Benefits						Other Postretirement Benefits
($ thousands)	2018			2017			2018			2017
Benefit obligation at beginning of year	$	356,469		$	340,278		$	1,594		$	1,666
Service cost	8,995			9,705			—			—
Interest cost	14,236			14,948			59			68
Plan participants’ contribution	10			11			6			7
Plan amendments	254			(2,985		)	—			—
Actuarial (gain) loss	(21,541		)	18,505			(22		)	40
Benefits paid	(14,352		)	(13,703		)	(176		)	(187		)
Settlement gain	(3,656		)	—			—			—
Curtailments	—			(10,534		)	—			—
Foreign exchange rate changes	(230		)	244			—			—
Acquisitions	2,007			—			—			—
Benefit obligation at end of year	$	342,192		$	356,469		$	1,461		$	1,594

The accumulated benefit obligation for the United States pension plans was $335.1 million and $346.9 million as of February 2, 2019 and February 3, 2018, respectively. The accumulated benefit obligation for the Canadian pension plans was $3.8 million and $4.2 million as of February 2, 2019 and February 3, 2018, respectively.



	Pension Benefits				Other Postretirement Benefits
Weighted–average assumptions used to determine benefit obligations, end of year	2018		2017		2018		2017
Discount rate	4.35	%	4.00	%	4.35	%	4.00	%
Rate of compensation increase	3.00	%	3.00	%	N/A		N/A

As of February 2, 2019, the Company is using the RP-2014 Bottom Quartile tables, projected using generational scale MP-2018, an updated projection scale issued by the Society of Actuaries in 2018, grading to 0.75% by 2034, to estimate the plan liabilities. Actuarial gains, related to the change in mortality projection scales, reduced the projected benefit obligation by approximately $1.1 million as of February 2, 2019.

The Company made certain amendments to the domestic qualified pension plan and the SERP, including certain changes to eligibility and service period requirements and changes to the benefit formula, including the calculation of participants' final average compensation. These plan amendments, which became effective in either January 2015 or January 2016, increased the pension liability by $3.0 million as of February 3, 2018. The plan amendment to freeze accrued pension benefits for the majority of pension plan participants, which became effective in January 2019, resulted in a curtailment that decreased the pension liability by $10.5 million as of February 3, 2018 and increased the net periodic benefit income for 2017 by $2.2 million.

Plan Assets

Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act (“ERISA”). The plan’s investment objective is to earn a competitive total return on assets, while also ensuring plan assets are adequately managed to provide for future pension obligations. This results in the protection of plan surplus and is accomplished by matching the duration of the projected benefit obligation using leveraged fixed income instruments and, while maintaining an equity commitment, managing an equity overlay strategy. The overlay strategy is intended to protect the managed equity portfolios against adverse stock market environments. The Company delegates investment management of the plan assets to specialists in each asset class and regularly monitors manager performance and compliance with investment guidelines. The Company’s overall investment strategy is to achieve a mix of approximately 97% of investments for long-term growth and 3% for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers. The target allocations for plan assets for 2018 were 70% equities and 30% debt securities. Allocations may change periodically based upon changing market conditions. Equities did not include any Company stock at February 2, 2019 or February 3, 2018.

Assets of the Canadian pension plans, which total approximately $4.2 million at February 2, 2019, were invested 55% in equity funds, 42% in bond funds and 3% in money market funds. The Canadian pension plans did not include any Company stock as of February 2, 2019 or February 3, 2018.

A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Refer to further discussion on the fair value hierarchy in Note 15 to the consolidated financial statements. Following is a description of the pension plan investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.


•	Cash and cash equivalents include cash collateral and margin as well as money market funds. The fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency and therefore are classified within Level 1 of the fair value hierarchy.

•

Investments in U.S. government securities, mutual funds, real estate investment trusts, exchange-traded funds, corporate stocks - common, preferred securities and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency. Certain U.S. government securities are not traded on an exchange and are based on observable inputs that can be corroborated. Therefore, these investments are classified within Level 2 of the fair value hierarchy. Certain preferred securities were offered in a private placement. The fair value of these investments is based on unobservable prices and therefore, they are classified within Level 3 of the fair value hierarchy.

•

The alternative investment fund, with a fair value of $13.2 million and $13.4 million as of February 2, 2019 and February 3, 2018, respectively, is an investment in a pool of long-duration domestic investment grade assets. This investment is valued at fair value based on vendor-quoted pricing for which inputs are observable and can be corroborated and therefore, are classified within Level 2 of the fair value hierarchy.


•	The unallocated insurance contract is valued at contract value, which approximates fair value; therefore, this contract is classified within Level 3 of the fair value hierarchy. The unallocated insurance contract fair value was $0.1 million as of both February 2, 2019 and February 3, 2018.

The fair values of the Company’s pension plan assets at February 2, 2019 by asset category are as follows:



				Fair Value Measurements at February 2, 2019
($ thousands)	Total			Level 1			Level 2		Level 3
Asset
Cash and cash equivalents	$	17,312		$	17,312		$	—	$	—
U.S. government securities	87,455			14,155			73,300		—
Mutual fund	31,966			31,966			—		—
Real estate investment trusts	232			232			—		—
Exchange-traded funds	65,464			65,464			—		—
Corporate stocks - common	169,721			169,721			—		—
Preferred securities	639			404			—		235
S&P 500 Index options	(4,572		)	(4,572		)	—		—
Alternative investment fund	13,160			—			13,160		—
Unallocated insurance contract	73			—			—		73
Total	$	381,450		$	294,682		$	86,460	$	308

The fair values of the Company’s pension plan assets at February 3, 2018 by asset category are as follows:



				Fair Value Measurements at February 3, 2018
($ thousands)	Total			Level 1			Level 2		Level 3
Asset
Cash and cash equivalents	$	8,998		$	8,998		$	—	$	—
U.S. government securities	98,027			98,027			—		—
Mutual fund	41,344			41,344			—		—
Real estate investment trusts	1,412			1,412			—		—
Exchange-traded funds	68,362			68,362			—		—
Corporate stocks - common	175,928			175,928			—		—
Preferred securities	703			703			—		—
S&P 500 Index options	(1,186		)	(1,186		)	—		—
Alternative investment fund	13,412			—			13,412		—
Unallocated insurance contract	81			—			—		81
Total	$	407,081		$	393,588		$	13,412	$	81

The following table sets forth changes in the fair value of plan assets, including all domestic and Canadian plans:



	Pension Benefits						Other Postretirement Benefits
($ thousands)	2018			2017			2018			2017
Fair value of plan assets at beginning of year	$	407,081		$	361,956		$	—		$	—
Actual return on plan assets	(13,677		)	58,106			—			—
Employer contributions	3,847			450			170			180
Plan participants’ contributions	10			11			6			7
Benefits paid	(14,352		)	(13,703		)	(176		)	(187		)
Settlement gain	(3,656		)	—			—			—
Foreign exchange rate changes	(243		)	261			—			—
Acquisitions	2,440			—			—			—
Fair value of plan assets at end of year	$	381,450		$	407,081		$	—		$	—

Funded Status

The over-funded status as of February 2, 2019 and February 3, 2018 for pension benefits was $39.3 million and $50.6 million, respectively. The under-funded status as of February 2, 2019 and February 3, 2018 for other postretirement benefits was $1.5 million and $1.6 million, respectively.

Amounts recognized in the consolidated balance sheets consist of:



	Pension Benefits						Other Postretirement Benefits
($ thousands)	2018			2017			2018			2017
Prepaid pension costs (noncurrent assets)	$	47,826		$	62,575		$	—		$	—
Accrued benefit liabilities (current liability)	(1,663		)	(3,988		)	(242		)	(238		)
Accrued benefit liabilities (noncurrent liability)	(6,905		)	(7,975		)	(1,219		)	(1,356		)
Net amount recognized at end of year	$	39,258		$	50,612		$	(1,461	)	$	(1,594	)

The projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets and for pension plans with an accumulated benefit obligation in excess of plan assets, which includes only the Company’s SERP, were as follows:



	Projected Benefit Obligation Exceeds the Fair Value of Plan Assets				Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets


($ thousands)	2018		2017		2018		2017
End of Year
Projected benefit obligation	$	8,565	$	11,959	$	8,565	$	11,959
Accumulated benefit obligation	7,291		10,956		7,291		10,956
Fair value of plan assets	—		—		—		—

The accumulated postretirement benefit obligation exceeds assets for all of the Company’s other postretirement benefit plans.

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit income at February 2, 2019 and February 3, 2018, and the expected amortization of the February 2, 2019 amounts as components of net periodic benefit income for fiscal year 2019, are as follows:



	Pension Benefits						Other Postretirement Benefits
($ thousands)	2018			2017			2018			2017
Components of accumulated other comprehensive loss, net of tax:
Net actuarial loss (gain)	$	34,879		$	22,424		$	(558	)	$	(634	)
Net prior service credit	(3,266		)	(4,618		)	—			—
	$	31,613		$	17,806		$	(558	)	$	(634	)



	Pension Benefits				Other Postretirement Benefits
($ thousands)		2019				2019
Expected amortization, net of tax:
Amortization of net actuarial loss (gain)		$	3,624			$	(116	)
Amortization of net prior service credit		(1,486		)		—
		$	2,138			$	(116	)

Net Periodic Benefit Income

Net periodic benefit income for 2018, 2017 and 2016 for all domestic and Canadian plans included the following components:



	Pension Benefits									Other Postretirement Benefits
($ thousands)	2018			2017			2016			2018			2017			2016
Service cost	$	8,995		$	9,705		$	8,288		$	—		$	—		$	—
Interest cost	14,236			14,948			15,275			59			68			76
Expected return on assets	(29,091		)	(27,589		)	(28,949		)	—			—			—
Amortization of:
Actuarial loss (gain)	4,122			4,315			272			(125		)	(145		)	(163		)
Prior service credit	(1,567		)	(1,780		)	(1,840		)	—			—			—
Settlement cost	324			—			259			—			—			—
Cost of contractual termination benefits	—			—			77			—			—			—
Curtailments	—			(2,165		)	—			—			—			—
Total net periodic benefit income	$	(2,981	)	$	(2,566	)	$	(6,618	)	$	(66	)	$	(77	)	$	(87	)

As further discussed in Note 1 to the consolidated financial statements, as a result of the adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on a retrospective basis during the first quarter of 2018, the non-service cost components of net periodic benefit income are included in other income, net in the consolidated statements of earnings (loss). Service cost is included in selling and administrative expenses.

Weighted-average assumptions used to determine net periodic benefit income:



	Pension Benefits						Other Postretirement Benefits
	2018		2017		2016		2018		2017		2016
Discount rate	4.00	%	4.40	%	4.70	%	4.00	%	4.40	%	4.70	%
Rate of compensation increase	3.00	%	3.00	%	3.00	%	N/A		N/A		N/A
Expected return on plan assets	8.00	%	8.00	%	8.00	%	N/A		N/A		N/A

The net actuarial loss (gain) subject to amortization is amortized on a straight-line basis over the average future service of active plan participants as of the measurement date. The prior service credit is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan at the time of each plan amendment.

The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing experience and future expectations of the returns. The overall expected rate of return for the portfolio was developed based on the target allocation for each asset class.

Expected Cash Flows

Information about expected cash flows for all pension and postretirement benefit plans follows:



	Pension Benefits
($ thousands)	Funded Plan		SERP		Total		Other Postretirement Benefits
Employer Contributions
2019 expected contributions to plan trusts	$	97	$	—	$	97	$	—
2019 expected contributions to plan participants	—		1,699		1,699		247
2019 refund of assets (e.g. surplus) to employer	133		—		133		—
Expected Benefit Payments
2019	$	13,511	$	1,699	$	15,210	$	247
2020	14,308		1,276		15,584		217
2021	15,151		1,564		16,715		189
2022	15,818		1,335		17,153		164
2023	16,406		1,831		18,237		141
2024 – 2028	91,183		1,704		92,887		441

Defined Contribution Plans

The Company’s domestic defined contribution 401(k) plan covers salaried and certain hourly employees. Company contributions represent a partial matching of employee contributions, generally up to a maximum of 3.5% of the employee’s salary and bonus. In January 2018, the Company announced certain changes to the Plan that became effective on January 1, 2019. For eligible salaried employees, the Company will make a core contribution of 1.5% and a matching contribution of up to 3.0% of the employee's contributions. In addition, the Company has the discretion to contribute up to an additional 2.0% profit-sharing benefit based on the Company’s performance. The Company’s expense for this plan was $4.4 million in 2018, $3.9 million in 2017, and $3.5 million in 2016.

The Company’s Canadian defined contribution plan covers certain salaried and hourly employees. The Company makes contributions for all eligible employees, ranging from 3% to 5% of the employee’s salary. In addition, eligible employees may voluntarily contribute to the plan. The Company’s expense for this plan was $0.2 million in both 2018 and 2016 and $0.3 million in 2017.

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50% of base salary and 100% of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan of $7.3 million and $6.4 million as of February 2, 2019 and February 3, 2018, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets. The assets held by the trust of $7.3 million as of February 2, 2019 and $6.4 million as of February 3, 2018 are classified as trading securities within prepaid expenses and other current assets in the accompanying consolidated balance sheets, with changes in the deferred compensation charged to selling and administrative expenses in the accompanying consolidated statements of earnings (loss).

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan, whereby deferred compensation amounts are valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the fair value (as determined based on the average of the high and low prices) of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The PSUs are payable in cash based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair value at fiscal quarter-end on or following termination of the director’s service. The liabilities of the plan of $2.4 million as of February 2, 2019 and $2.3 million as of February 3, 2018 are based on 70,123 and 69,527 outstanding PSUs, respectively, and are presented in other liabilities in the accompanying consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are charged to selling and administrative expenses in the accompanying consolidated statements of earnings (loss).