9. EMPLOYEE BENEFIT PLANS

The Company provides eligible employees with retirement benefits under a 401(k) salary reduction and employer contribution plan (the "Plan"). Employees become eligible to receive company contributions after they reach the age of 18, complete one year of service and have worked 1,000 hours in their first year of service or, if not, in any calendar year thereafter. Participants are eligible to receive a company matching contribution if they have contributed eligible pre-tax dollars to the Plan and are employed on the last day of the Plan year. The company matching contributions consist of two parts: a match based on an employee's years of service and a profit sharing match. Under the Plan provisions, the majority of eligible employees are permitted to contribute up to 50% of their compensation to the Plan. Employees are permitted to begin non-matching contributions to the Plan after three months of service in a benefit status position. Employees are permitted to begin match-eligible contributions to the Plan after they complete one year of service and have worked 1,000 hours in their first year of service or, if not, in any calendar year thereafter. Employees are automatically enrolled to contribute 3% of pay unless the employee actively modifies or declines the election. Company matching contributions, not to exceed 6% of eligible employees' compensation, are at the discretion of the Company. Company matching contributions under the Plan become fully vested for eligible employees after three years of service in which the employee works 1,000 hours annually.

The Plan also allows for a Company retirement contribution. Participants are eligible to receive a Company retirement contribution in the Plan if they have worked 1,000 hours in the calendar year and are employed on the last day of the Plan year. Company retirement contributions made during 2008 and beyond become fully vested after three years of service.

The Company's 2012, 2011 and 2010 expense under the Plan was $3,925, $1,383 and $4,450, respectively. Pursuant to the provisions of the Plan, the Company determined that only a company matching contribution would be made for 2012, 2011 and 2010.

The Company provides a non-qualified defined benefit supplementary pension plan to certain key executives. Employees become 100% vested in the plan benefits after achieving a specific age as defined in each employee's agreement. The benefits from this unfunded plan are paid upon retirement, providing the employee is age 60.

In addition, as a result of an acquisition, the Company assumed a liability for a non-qualified defined benefit supplementary pension plan. The benefits from this unfunded plan are paid upon retirement, provided that the participant is age 65 or older. All participants in this plan are fully vested.

As part of an acquisition, the Company acquired a qualified defined benefit pension plan and an unfunded non-qualified defined benefit supplemental pension plan. In connection with the acquisition, all future benefit accruals in the qualified defined benefit plan were frozen. The qualified defined benefit pension plan is also closed to new participants.

The Company also acquired an unfunded postretirement benefit plan as part of an acquisition. The unfunded postretirement plan provides medical and life insurance benefits. The medical portion of the plan is contributory, and contains cost-sharing features such as deductibles and co-insurance. The life insurance benefits of this plan are noncontributory.

Benefit obligations, fair value of plan assets and funded status of the plans are as follows:

	Pension Benefits						Medical and Life Insurance Benefits

	2012			2011			2012			2011
Change in benefit obligation:
Benefit obligation at beginning of year	$	213,838		$	189,713		$	3,761		$	3,793
Interest cost		8,468			9,493			142			182
Participant contributions		—			—			114			110
Benefits paid		(13,017	)		(14,548	)		(420	)		(514	)
Actuarial loss (gain)		9,846			29,180			(104	)		190

Benefit obligation at end of year	$	219,135		$	213,838		$	3,493		$	3,761

Change in the fair value of plan assets:
Plan assets at beginning of year	$	119,812		$	132,535		$	—		$	—
Actual return on plan assets		13,100			955			—			—
Company contributions		17,682			870			306			404
Participant contributions		—			—			114			110
Benefits paid		(13,017	)		(14,548	)		(420	)		(514	)

Plan assets at end of year	$	137,577		$	119,812		$	—		$	—

Funded status	$	(81,558	)	$	(94,026	)	$	(3,493	)	$	(3,761	)

Amounts recognized in the consolidated balance sheets consist of:

	Pension Benefits						Medical and Life Insurance Benefits

	2012			2011			2012			2011
Accrued expenses	$	(863	)	$	(806	)	$	(590	)	$	(611	)
Other long-term liabilities		(80,695	)		(93,220	)		(2,903	)		(3,150	)

Net amount recognized	$	(81,558	)	$	(94,026	)	$	(3,493	)	$	(3,761	)

Amounts recognized in accumulated other comprehensive loss (income) consist of:

	Pension Benefits				Medical and Life Insurance Benefits

	2012		2011		2012			2011
Net actuarial loss (gain):
Gross amount recognized	$	71,165	$	72,549	$	(2,058	)	$	(2,328	)
Deferred tax expense		3,903		3,903		232			232

Net amount recognized	$	75,068	$	76,452	$	(1,826	)	$	(2,096	)

The accumulated benefit obligation for all of the defined benefit and supplemental pension plans was $219,135 and $213,838 at February 2, 2013 and January 28, 2012, respectively. The benefit obligation and the accumulated benefit obligation for each of the pension benefit plans exceeded its assets at February 2, 2013 and January 28, 2012.

Components of net periodic benefit expense (income) and other amounts recognized in other comprehensive (income) loss before income taxes are as follows:

	Pension Benefits									Medical and Life Insurance Benefits

	2012			2011			2010			2012			2011			2010
Net periodic benefit expense (income):
Interest cost	$	8,468		$	9,493		$	10,171		$	142		$	182		$	325
Expected return on plan assets		(8,628	)		(9,435	)		(7,907	)		—			—			—
Recognition of net actuarial loss (gain)		6,758			2,511			3,880			(374	)		(500	)		—

Net periodic benefit expense (income)	$	6,598		$	2,569		$	6,144		$	(232	)	$	(318	)	$	325

Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss, before taxes:
Actuarial net loss (gain)	$	5,374		$	37,660		$	(6,429	)	$	(104	)	$	190		$	(2,515	)
Recognition of net actuarial (loss) gain		(6,758	)		(2,511	)		(3,880	)		374			500			—

Total recognized in other comprehensive (income) loss, before taxes	$	(1,384	)	$	35,149		$	(10,309	)	$	270		$	690		$	(2,515	)

Total recognized in net periodic cost and other comprehensive (income) loss, before taxes	$	5,214		$	37,718		$	(4,165	)	$	38		$	372		$	(2,190	)

The Company estimates the following amounts will be amortized from accumulated other comprehensive loss (income) to net periodic cost during 2013:

		Pension Benefits			Medical and Life Insurance Benefits

Net actuarial loss (gain)		$	6,566		$	(363	)

Weighted average assumptions used to determine benefit obligations are as follows:

	Pension Benefits						Medical and Life Insurance Benefits

	2012			2011			2012			2011
Discount rate		3.80	%		4.10	%		3.80	%		4.10	%
Rate of compensation increase		N/A			N/A			N/A			N/A

Weighted average assumptions used to determine net periodic benefit expense (income) are as follows:

	Pension Benefits									Medical and Life Insurance Benefits

	2012			2011			2010			2012			2011			2010
Discount rate		4.10	%		5.20	%		5.50	%		4.10	%		5.20	%		5.50	%
Expected long-term return on plan assets		7.20	%		7.50	%		6.80	%		N/A			N/A			N/A
Rate of compensation increase		N/A			N/A			N/A			N/A			N/A			N/A

For measurement of the medical and life insurance benefits plan, the Company assumed a 7.5% annual rate of increase in the per capita cost of covered health care benefits for 2013, grading down to 5.0% by 2018.

Assumed health care cost trend rate can have a significant effect on the amounts reported for the postretirement health care plan. A one-percentage point change in assumed health care costs would have the following effects:

	One-Percentage Point Increase		One-Percentage Point Decrease

Effect on total service and interest cost components	$	5	$	(5	)
Effect on postretirement benefit obligation		138		(124	)

The Company's discount rate assumption is evaluated annually. The Company utilizes the Citibank Pension Discount Curve to develop its discount rate assumption. A single constant discount rate is developed based on the expected timing of the benefit payments.

The Company bases its asset return assumption on current and expected allocations of assets, as well as a long-term view of expected returns on the plan asset categories. The Company assesses the appropriateness of the expected rate of return on an annual basis and, when necessary, revises the assumption.

At February 2, 2013, the Company's target pension plan asset allocation was 57% equity securities, 33% fixed income and 10% hedge funds. Investment objectives for the pension plan assets include:

•

Providing a long-term return on plan assets that provides sufficient assets to fund pension plan liabilities at an acceptable level of risk.

•

Attempting to achieve a consistent, above-average rate of return through appreciation, income and reinvestment of funds consistent with a reasonable level of growth.

•

Diversifying investments within asset classes to reduce the impact of losses in a single investment.

The weighted average pension plan asset allocation is as follows:



Cash and cash equivalents	2	%	2	%
Equity securities	57	%	58	%
Fixed income	31	%	31	%
Hedge funds	10	%	9	%

The fair value of each class of the pension plan assets as of February 2, 2013 is as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Cash and cash equivalents	$	46	$	2,415	$	—	$	2,461
Equity securities:
U.S. large-cap companies—diversified sectors		7,747		—		—		7,747
U.S. small-cap companies—diversified sectors		3,650		—		—		3,650
Real estate investment trust companies		336		—		—		336
Mutual funds:
International emerging economies equity		4,445		—		—		4,445
Fixed income(1)		22,141		—		—		22,141
Collective trusts:
U.S. large-cap equity		—		36,217		—		36,217
U.S. small-cap equity		—		2,390		—		2,390
International developed economies equity		—		23,836		—		23,836
Fixed income(1)		—		21,041		—		21,041
Multi-strategy hedge funds(2)		—		12,575		738		13,313

Total	$	38,365	$	98,474	$	738	$	137,577

(1): Primarily invested in U.S. government securities, municipals, mortgage-backed securities, investment grade and high yield bonds.
(2): These investments are subject to a redemption frequency restriction of quarterly, subject to advance notification requirements ranging from sixty to ninety-one days. Certain of these investments are subject to a lock-up period of one year, where no redemption is allowed.

The fair value of each class of the pension plan assets as of January 28, 2012 is as follows:

	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Cash and cash equivalents	$	1	$	2,803	$	—	$	2,804
Equity securities:
U.S. large-cap companies—diversified sectors		6,895		—		—		6,895
U.S. small-cap companies—diversified sectors		2,911		—		—		2,911
Real estate investment trust companies		161		—		—		161
Mutual funds:
International emerging economies equity		3,785		—		—		3,785
Fixed income(1)		18,038		—		—		18,038
Collective trusts:
U.S. large-cap equity		—		33,468		—		33,468
U.S. small-cap equity		—		1,950		—		1,950
International developed economies equity		—		20,237		—		20,237
Fixed income(1)		—		18,559		—		18,559
Multi-strategy hedge funds(2)		—		6,591		4,413		11,004

Total	$	31,791	$	83,608	$	4,413	$	119,812

(1): Primarily invested in U.S. government securities, municipals, mortgage-backed securities, investment grade and high yield bonds.
(2): These investments are subject to a redemption frequency restriction of quarterly, subject to advance notification requirements ranging from sixty to ninety-one days. Certain of these investments are subject to a lock-up period of one year, where no redemption is allowed.

Changes in the fair value of the pension plans level 3 assets are as follows:

	2012			2011

Fair value at beginning of year	$	4,413		$	—
Gain on plan assets relating to assets still held at the reporting date		223			63
Purchases, sales, settlements, net		700			4,350
Transfers into (out of) level 3, net		(4,598	)		—

Fair value at end of year	$	738		$	4,413

The collective trusts and hedge funds are valued using the net asset value ("NAV") provided by the administrator of the funds. The NAV is a quoted transactional price for participants in the fund, based on the underlying investments of the fund. The pension plan assets are invested in compliance with the Employee Retirement Income Security Act, as amended, and any subsequent regulations and laws. The Company does not permit direct purchases of its securities by the Plan.

Information about the expected cash flows related to the pension and other postretirement benefit plans is as follows:

	Pension Benefits		Medical and Life Insurance Benefits

Expected Company contributions in 2013	$	15,360	$	590
Expected plan benefit payments (net of expected participant contributions) for year:
2013	$	17,628	$	590
2014		16,734		526
2015		15,884		466
2016		14,985		409
2017		14,432		354
2018 - 2022		63,314		1,122