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RETIREMENT AND OTHER BENEFIT PLANS
12 Months Ended
Jan. 28, 2023
RETIREMENT AND OTHER BENEFIT PLANS  
RETIREMENT AND OTHER BENEFIT PLANS

5.   RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors pension plans in both the United States and Canada. 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 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.  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.

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 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 $20,000 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)

    

2022

    

2021

    

2022

    

2021

Benefit obligation at beginning of year

$

355,286

$

365,570

$

1,143

$

1,249

Service cost

 

7,143

 

7,494

 

 

Interest cost

 

11,977

 

11,236

 

35

 

35

Plan participants’ contribution

 

10

 

11

 

4

 

5

Plan amendments

 

407

 

 

 

Actuarial (gain) loss

 

(70,775)

 

(13,962)

 

(85)

 

(50)

Benefits paid

 

(15,440)

 

(15,062)

 

(79)

 

(96)

Settlements

 

(3,032)

 

 

 

Curtailments

 

13

 

 

 

Foreign exchange rate changes

 

(17)

 

(1)

 

 

Benefit obligation at end of year

$

285,572

$

355,286

$

1,018

$

1,143

The accumulated benefit obligation for the United States pension plans was $280.5 million and $348.8 million as of January 28, 2023 and January 29, 2022, respectively.  The accumulated benefit obligation for the Canadian pension plans was $3.3 million and $3.9 million as of January 28, 2023 and January 29, 2022, respectively.

Pension Benefits

Other Postretirement Benefits

Weighted–average assumptions used to determine benefit obligations, end of year

    

2022

    

2021

    

2022

    

2021

 

Discount rate

5.20

%

3.40

%  

5.20

%  

3.40

%

Rate of compensation increase

 

3.00

%

3.00

%  

N/A

 

N/A

As of January 28, 2023 and January 29, 2022, the Company used the PRI-2012 Bottom Quartile mortality table, projected using generational scale MP-2021, a base mortality table issued by the Society of Actuaries in 2021, to estimate the plan liabilities.  Actuarial losses related to the change in mortality projection scales from the MP-2020 scale used in 2020 increased the projected benefit obligation by approximately $1.1 million as of January 29, 2022.

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 2022 were 70% equities and 30% debt securities.  Allocations may change periodically based upon changing market conditions.  Corporate stocks – common did not include any Company stock at January 28, 2023 or January 29, 2022.

Assets of the Canadian pension plans, which total approximately $4.5 million on January 28, 2023, 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 January 28, 2023 or January 29, 2022.

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 13 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, the mutual fund, exchange-traded funds, corporate stocks - common 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.  Interest rate swap agreements and certain U.S. government securities are not traded on an exchange but are based on observable inputs that can be corroborated.  Therefore, these investments are classified within Level 2 of the fair value hierarchy.  The 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 is an investment in a pool of long-duration domestic investment grade assets.  This investment is measured using net asset value per share, and therefore, is not classified within the fair value hierarchy.
The unallocated insurance contract is measured at net asset value per share, and therefore, is not classified within the fair value hierarchy.

The fair values of the Company’s pension plan assets at January 28, 2023 by asset category were as follows:

Fair Value Measurements at January 28, 2023

($ thousands)

    

Total

    

Level 1

    

Level 2

    

Level 3

Asset

  

  

  

  

Cash and cash equivalents

$

12,962

$

12,962

$

$

U.S. government securities

 

80,522

 

45,872

 

34,650

 

Interest rate swap agreements

(2,793)

(2,793)

Mutual fund

 

29,548

 

29,548

 

 

Exchange-traded funds

 

92,338

 

92,338

 

 

Corporate stocks - common

 

132,138

 

132,138

 

 

Preferred securities

 

335

 

 

 

335

S&P 500 Index options

 

(2,634)

 

(2,634)

 

 

Total investments in the fair value hierarchy

$

342,416

$

310,224

$

31,857

$

335

 

  

 

  

 

  

 

  

Investments measured at net asset value:

 

  

 

  

 

  

 

  

Alternative investment fund

 

14,293

 

 

 

Unallocated insurance contract

 

36

 

 

 

Total investments measured at net asset value

 

14,329

 

 

 

 

  

 

  

 

  

 

  

Total investments at fair value

$

356,745

$

310,224

$

31,857

$

335

The fair values of the Company’s pension plan assets at January 29, 2022 by asset category were as follows:

Fair Value Measurements at January 29, 2022

($ thousands)

    

Total

    

Level 1

    

Level 2

    

Level 3

Asset

  

  

  

  

Cash and cash equivalents

$

11,714

$

11,714

$

$

U.S. government securities

 

102,525

 

46,668

 

55,857

 

Interest rate swap agreements

(232)

(232)

Mutual fund

 

31,595

 

31,595

 

 

Exchange-traded funds

 

120,323

 

120,323

 

 

Corporate stocks - common

 

155,014

 

155,014

 

 

Preferred securities

 

523

 

 

 

523

S&P 500 Index options

 

5,694

 

5,694

 

 

Total investments in the fair value hierarchy

$

427,156

$

371,008

$

55,625

$

523

Investments measured at net asset value:

 

  

 

  

 

  

 

  

Alternative investment fund

 

16,891

 

 

 

Unallocated insurance contract

 

44

 

 

 

Total investments measured at net asset value

 

16,935

 

 

 

 

  

 

  

 

  

 

  

Total investments at fair value

$

444,091

$

371,008

$

55,625

$

523

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)

    

2022

    

2021

    

2022

    

2021

Fair value of plan assets at beginning of year

$

444,091

$

444,717

$

$

Actual return on plan assets

 

(69,361)

 

14,322

 

 

Employer contributions

 

494

 

104

 

75

 

91

Plan participants’ contributions

 

10

 

11

 

4

 

5

Benefits paid

 

(15,440)

 

(15,062)

 

(79)

 

(96)

Settlements

 

(3,032)

 

 

 

Foreign exchange rate changes

 

(17)

 

(1)

 

 

Fair value of plan assets at end of year

$

356,745

$

444,091

$

$

Funded Status

The over-funded status as of January 28, 2023 and January 29, 2022 for pension benefits was $71.2 million and $88.8 million, respectively. The under-funded status for other postretirement benefits was $1.0 million and $1.1 million as of January 28, 2023 and January 29, 2022, respectively.

Amounts recognized in the consolidated balance sheets consist of:

…..

    

Pension Benefits

    

Other Postretirement Benefits

($ thousands)

2022

    

2021

    

2022

    

2021

Prepaid pension costs (noncurrent assets)

$

83,396

$

99,139

$

$

Accrued benefit liabilities (current liability)

 

(5,189)

 

(3,755)

 

(182)

 

(189)

Accrued benefit liabilities (noncurrent liability)

 

(7,034)

 

(6,579)

 

(836)

 

(954)

Net amount recognized at end of year

$

71,173

$

88,805

$

(1,018)

$

(1,143)

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

Accumulated Benefit Obligation

Fair Value of Plan Assets

Exceeds the Fair Value of Plan Assets

($ thousands)

    

2022

    

2021

    

2022

    

2021

End of Year

  

  

  

  

Projected benefit obligation

$

12,223

$

10,334

$

12,223

$

10,334

Accumulated benefit obligation

 

11,392

 

9,247

 

11,392

 

9,247

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 January 28, 2023 and January 29, 2022 are as follows:

Pension Benefits

Other Postretirement Benefits

($ thousands)

    

2022

    

2021

    

2022

    

2021

Components of accumulated other comprehensive loss, net of tax:

  

  

  

  

Net actuarial loss (gain)

$

25,967

$

8,807

$

(410)

$

(424)

Net prior service credit

 

(20)

 

(565)

 

 

Accumulated other comprehensive loss, net of tax

$

25,947

$

8,242

$

(410)

$

(424)

Net Periodic Benefit Income

Net periodic benefit income for 2022, 2021 and 2020 for all domestic and Canadian plans included the following components:

Pension Benefits

Other Postretirement Benefits

($ thousands)

    

2022

    

2021

    

2020

    

2022

    

2021

    

2020

Service cost

$

7,143

$

7,494

$

8,492

$

$

$

Interest cost

 

11,977

 

11,236

 

12,205

 

35

 

35

 

41

Expected return on assets

 

(27,987)

 

(28,437)

 

(31,498)

 

 

 

Amortization of:

 

  

 

  

 

  

 

  

 

  

 

  

Actuarial loss (gain)

 

3,088

 

2,410

 

2,718

 

(103)

 

(108)

 

(110)

Prior service credit

 

(314)

 

(514)

 

(1,354)

 

 

 

Settlement cost

 

320

 

 

1,353

 

 

 

Curtailments

 

13

 

 

(189)

 

 

 

Total net periodic benefit income

$

(5,760)

$

(7,811)

$

(8,273)

$

(68)

$

(73)

$

(69)

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.

Pension Benefits

Other Postretirement Benefits

 

Weighted–average assumptions used to determine net periodic benefit income

    

2022

2021

    

2020

2022

2021

    

2020

 

Discount rate

 

3.40

%  

3.10

%  

3.25

%  

3.40

%  

3.10

%  

3.25

%

Rate of compensation increase

 

3.00

%  

3.00

%  

3.00

%  

N/A

 

N/A

 

N/A

Expected return on plan assets

 

7.20

%  

7.25

%  

7.50

%  

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

Other

Postretirement

($ thousands)

    

Funded Plan

    

SERP

    

Total

    

Benefits

Employer Contributions

 

  

 

  

 

  

 

  

2023 expected contributions to plan trusts

$

91

$

$

91

$

2023 expected contributions to plan participants

 

 

5,323

 

5,323

 

187

2023 refund of assets (e.g. surplus) to employer

 

135

 

 

135

 

Expected Benefit Payments

 

  

 

  

 

 

  

2023

$

15,174

$

5,323

$

20,497

$

187

2024

 

15,591

 

2,348

 

17,939

 

153

2025

 

16,272

 

3,011

 

19,283

 

124

2026

 

16,855

 

675

 

17,530

 

101

2027

 

17,302

 

856

 

18,158

 

81

2028-2032

 

91,942

 

1,641

 

93,583

 

217

Defined Contribution Plans

The Company’s domestic defined contribution 401(k) plan covers certain salaried employees.  For eligible salaried employees, the Company makes a core contribution of 1.5% and a matching contribution of up to 50% of the first 6% of the employees’ contributions.  The Company’s expense for this plan was $4.6 million in 2022, $5.5 million in 2021, and $4.0 million in 2020.  In addition to the core and matching contributions, the Company has the discretion to contribute up to an additional 2% profit-sharing benefit based on the Company’s performance.  The Company’s expense for the profit-sharing contribution was $2.6 million for 2022 and $3.3 million for 2021.

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 $7.9 million and $7.5 million as of January 28, 2023 and January 29, 2022, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.  The assets held by the trust of $7.9 million and $7.5 million as of January 28, 2023 and January 29, 2022, respectively, are presented 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 $1.8 million as of both January 28, 2023 and January 29, 2022 are based on 60,067 and 64,227 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).