Defined Benefit Plans

The Company maintains two defined benefit plans for certain employees in the U.S. and Switzerland. In accordance with authoritative guidance for defined benefit pension and other postretirement plans, an asset for a plan’s overfunded status or a liability for a plan’s underfunded status is recognized in the consolidated balance sheets; plan assets and obligations that determine the plan’s funded status are measured as of the end of the Company’s fiscal year; and changes in the funded status of defined benefit postretirement plans are recognized in the year in which they occur. Such changes are reported in other comprehensive income (loss) as a separate component of stockholders’ equity.

The Company’s pension obligations and related costs are calculated using actuarial concepts, within the authoritative guidance framework, and are considered Level 3 inputs as defined in Note 20. The Company uses the corridor approach to amortize unrecognized actuarial gains or losses over the average remaining service life of active participants. The life expectancy, estimated retirement age, discount rate, estimated future compensation and expected return on plan assets are important elements of expense and/or liability measurement. These critical assumptions are evaluated annually which enables expected future payments for benefits to be stated at present value on the measurement date. If actual results are not consistent with actuarial assumptions, the amounts recognized for the defined benefit plans could change significantly.

Supplemental Executive Retirement Plan

On August 23, 2005, the Board of Directors of the Company adopted a Supplemental Executive Retirement Plan (“SERP”) which became effective January 1, 2006. The SERP provides select employees who satisfy certain eligibility requirements with certain benefits upon retirement, termination of employment, death, disability or a change in control of the Company, in certain prescribed circumstances.

In fiscal 2016, the SERP was amended in connection with Paul Marciano’s transition from Chief Executive Officer to Executive Chairman of the Board and Chief Creative Officer. This amendment effectively eliminated any future salary progression by finalizing compensation levels for future benefits. Mr. Marciano will continue to be eligible to receive SERP benefits in the future in accordance with the amended terms of the SERP. Subsequent to this amendment, there are no employees considered actively participating under the terms of the SERP. As a result, the Company included an actuarial gain of $11.4 million before taxes in accumulated other comprehensive income (loss) during fiscal 2016. In addition, the Company also recognized a curtailment gain of $1.7 million before taxes related to the accelerated amortization of the remaining prior service credit during fiscal 2016.

As a non-qualified pension plan, no dedicated funding of the SERP is required; however, the Company has made periodic payments into insurance policies held in a rabbi trust to fund the expected obligations arising under the non-qualified SERP. The amount of any future payments into the insurance policies, if any, may vary depending on investment performance of the trust. The cash surrender values of the insurance policies were $58.6 million and $52.5 million as of January 28, 2017 and January 30, 2016, respectively, and were included in other assets in the Company’s consolidated balance sheets. As a result of changes in the value of the insurance policy investments, the Company recorded unrealized gains (losses) of $6.9 million, $(1.8) million and $2.2 million in other income and expense during fiscal 2017, fiscal 2016 and fiscal 2015, respectively. The Company also recorded realized gains of $0.7 million in other income resulting from payout on the insurance policies during fiscal 2016.

The Company assumed a discount rate of approximately 3.5% for both of the years ended January 28, 2017 and January 30, 2016, as part of the actuarial valuation performed to calculate the projected benefit obligation, based on the timing of cash flows expected to be made in the future to the participants, applied to high quality yield curves. In fiscal 2016, the Company amended the SERP to effectively eliminate any future salary progression by finalizing compensation levels for future benefits. Prior to the amendment, compensation levels utilized in calculating the projected benefit obligation were derived from expected future compensation as outlined in employment contracts in effect at the time. The Company also considers recent updates to the mortality tables and mortality improvement scale published by the Society of Actuaries in developing its best estimate of the expected mortality rates for its plan participants.

As of January 28, 2017, accumulated other comprehensive income (loss) included actuarial losses of $0.2 million that are expected to be amortized and recognized as a component of net periodic defined benefit pension cost in fiscal 2018. Aggregate benefits projected to be paid in the next five fiscal years are approximately $1.7 million in fiscal 2018, $1.7 million in fiscal 2019, $3.7 million in fiscal 2020, $3.9 million in fiscal 2021 and $3.9 million in fiscal 2022. Aggregate benefits projected to be paid in the following five fiscal years amount to $19.4 million.

Swiss Pension Plan

In accordance with local regulations, the Company also maintains a pension plan in Switzerland for certain of its employees. The plan is a government-mandated defined contribution plan that provides employees with a minimum investment return determined annually by the Swiss government, and as such, is treated under pension accounting in accordance with authoritative guidance. The minimum investment return was 1.25% and 1.75% during calendar 2016 and calendar 2015, respectively. Under the plan, both the Company and certain of its employees with annual earnings in excess of government determined amounts are required to make contributions into a fund managed by an independent investment fiduciary. The Company’s contributions must be made in an amount at least equal to the employee’s contribution. Minimum employee contributions are based on the respective employee’s age, salary and gender.

During fiscal 2016, the Swiss pension plan was amended to update the conversion rate for future periods. As a result, the projected benefit obligation and prior service cost were reduced by $0.2 million during fiscal 2016.

As of January 28, 2017 and January 30, 2016, actuarial assumptions used by the Company to calculate the projected benefit obligation and the fair value of the plans assets included discount rates of 0.50% and 0.55%, respectively, and expected returns on plan assets of 1.40% for both periods.

As of January 28, 2017, accumulated other comprehensive income (loss) included actuarial losses of $0.3 million that are expected to be amortized and recognized as a component of net periodic defined benefit pension cost in fiscal 2018.

The components of net periodic defined benefit pension cost to comprehensive income (loss) for fiscal 2017, fiscal 2016 and fiscal 2015 related to the Company’s defined benefit plans are as follows (in thousands):



	Year Ended January 28, 2017
	SERP			Swiss Pension Plan			Total
Service cost	$	—		$	1,544		$	1,544
Interest cost	1,839			87			1,926
Expected return on plan assets	—			(185		)	(185		)
Net amortization of unrecognized prior service credit	—			(28		)	(28		)
Net amortization of actuarial losses	155			186			341
Net periodic defined benefit pension cost	$	1,994		$	1,604		$	3,598
Unrecognized prior service credit charged to comprehensive income (loss)	$	—		$	(28	)	$	(28	)
Unrecognized net actuarial loss charged to comprehensive income (loss)	155			186			341
Net actuarial gains (losses)	63			(1,248		)	(1,185		)
Foreign currency and other adjustments	—			(72		)	(72		)
Related tax impact	(84		)	105			21
Total periodic defined benefit pension cost and other charges to comprehensive income (loss)	$	134		$	(1,057	)	$	(923	)



	Year Ended January 30, 2016
	SERP			Swiss Pension Plan			Total
Service cost	$	—		$	1,622		$	1,622
Interest cost	1,986			69			2,055
Expected return on plan assets	—			(142		)	(142		)
Net amortization of unrecognized prior service credit	(97		)	—			(97		)
Net amortization of actuarial losses	740			184			924
Curtailment gain	(1,651		)	—			(1,651		)
Net periodic defined benefit pension cost	$	978		$	1,733		$	2,711
Unrecognized prior service credit charged to comprehensive income (loss)	$	(97	)	$	—		$	(97	)
Unrecognized net actuarial loss charged to comprehensive income (loss)	740			184			924
Curtailment gain	(1,651		)	—			(1,651		)
Net actuarial gains (losses)	8,707			(341		)	8,366
Plan amendment	—			167			167
Foreign currency and other adjustments	—			274			274
Related tax impact	(2,945		)	(27		)	(2,972		)
Total periodic defined benefit pension cost and other charges to comprehensive income (loss)	$	4,754		$	257		$	5,011



	Year Ended January 31, 2015
	SERP			Swiss Pension Plan			Total
Service cost	$	—		$	1,556		$	1,556
Interest cost	2,289			247			2,536
Expected return on plan assets	—			(261		)	(261		)
Net amortization of unrecognized prior service credit	(233		)	—			(233		)
Net amortization of actuarial losses	938			64			1,002
Net periodic defined benefit pension cost	$	2,994		$	1,606		$	4,600
Unrecognized prior service credit charged to comprehensive income (loss)	$	(233	)	$	—		$	(233	)
Unrecognized net actuarial loss charged to comprehensive income (loss)	938			64			1,002
Net actuarial losses	(6,142		)	(2,824		)	(8,966		)
Related tax impact	2,080			255			2,335
Total periodic defined benefit pension cost and other charges to comprehensive income (loss)	$	(3,357	)	$	(2,505	)	$	(5,862	)

Included in accumulated other comprehensive income (loss), before tax, as of January 28, 2017 and January 30, 2016 are the following amounts that have not yet been recognized in net periodic defined benefit pension cost (in thousands):



	Jan 28, 2017								Jan 30, 2016
	SERP		Swiss Pension Plan			Total			SERP		Swiss Pension Plan			Total
Unrecognized prior service credit (1) (2)	$	—	$	(140	)	$	(140	)	$	—	$	(168	)	$	(168	)
Unrecognized net actuarial loss (1)	8,513		3,775			12,288			8,731		2,641			11,372
Total included in accumulated other comprehensive loss	$	8,513	$	3,635		$	12,148		$	8,731	$	2,473		$	11,204

________________________________________________________________________

(1)

In fiscal 2016, the Company amended the SERP to effectively eliminate any future salary progression by finalizing compensation levels for future benefits. Subsequent to this amendment, there are no employees considered actively participating under the terms of the SERP. As a result, the Company recorded an unrecognized actuarial gain of $11.4 million before taxes and also recognized a curtailment gain of $1.7 million before taxes related to the accelerated amortization of the remaining prior service credit during fiscal 2016.


(2)	During fiscal 2016, the Swiss pension plan was amended to update the conversion rate for future periods. As a result, the projected benefit obligation and prior service cost were reduced by $0.2 million during fiscal 2016.

The following table summarizes the funded status of the Company’s defined benefit plans and the amounts recognized in the Company’s consolidated balance sheets (in thousands):



	Jan 28, 2017									Jan 30, 2016
	SERP			Swiss Pension Plan			Total			SERP			Swiss Pension Plan			Total
Projected benefit obligation	$	(53,521	)	$	(17,624	)	$	(71,145	)	$	(53,443	)	$	(15,215	)	$	(68,658	)
Plan assets at fair value (1)	—			14,113			14,113			—			12,667			12,667
Net liability (2)	$	(53,521	)	$	(3,511	)	$	(57,032	)	$	(53,443	)	$	(2,548	)	$	(55,991	)

________________________________________________________________________


(1)	The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table above does not include the insurance policies with cash surrender values of $58.6 million and $52.5 million as of January 28, 2017 and January 30, 2016, respectively.


(2)	The net liability was included in accrued expenses and other long-term liabilities in the Company’s consolidated balance sheets depending on the expected timing of payments.

A reconciliation of the changes in the projected benefit obligation for fiscal 2017 and fiscal 2016 is as follows (in thousands):



	Projected Benefit Obligation
	SERP			Swiss Pension Plan			Total
Balance at January 31, 2015	$	61,862		$	15,070		$	76,932
Service cost	—			1,622			1,622
Interest cost	1,986			69			2,055
Plan amendment	—			(167		)	(167		)
Actuarial (gains) losses	(8,707		)	514			(8,193		)
Contributions by plan participants	—			1,488			1,488
Payments	(1,698		)	(1,850		)	(3,548		)
Foreign currency and other adjustments	—			(1,531		)	(1,531		)
Balance at January 30, 2016	$	53,443		$	15,215		$	68,658
Service cost	—			1,544			1,544
Interest cost	1,839			87			1,926
Actuarial (gains) losses	(63		)	1,067			1,004
Contributions by plan participants	—			1,805			1,805
Payments	(1,698		)	(2,416		)	(4,114		)
Foreign currency and other adjustments	—			322			322
Balance at January 28, 2017	$	53,521		$	17,624		$	71,145

The SERP is a non-qualified pension plan and hence the insurance policies are not considered to be plan assets. Accordingly, the table below does not include the insurance policies with cash surrender values of $58.6 million and $52.5 million as of January 28, 2017 and January 30, 2016, respectively. A reconciliation of the changes in plan assets for the Swiss Pension Plan for fiscal 2017 and fiscal 2016 is as follows (in thousands):



	Plan Assets
Balance at January 31, 2015	$	12,478
Actual return on plan assets	315
Contributions by employer	1,504
Contributions by plan participants	1,488
Payments	(1,850		)
Foreign currency and other adjustments	(1,268		)
Balance at January 30, 2016	$	12,667
Actual return on plan assets	4
Contributions by employer	1,779
Contributions by plan participants	1,805
Payments	(2,416		)
Foreign currency and other adjustments	274
Balance at January 28, 2017	$	14,113