EMPLOYEE BENEFIT PLANS

Pensions and Other Postretirement Benefits

The Company maintains the following pension plans: a noncontributory defined benefit pension plan qualified in accordance with the Internal Revenue Service Code ("Qualified Plan") covering substantially all U.S. employees hired before January 1, 2006, a non-qualified unfunded retirement income plan ("Excess Plan") covering certain U.S. employees hired before January 1, 2006 and affected by Internal Revenue Service Code compensation limits, a non-qualified unfunded Supplemental Retirement Income Plan ("SRIP") covering certain executive officers of the Company hired before January 1, 2006 and noncontributory defined benefit pension plans in certain of its international locations ("Other Plans").

Qualified Plan benefits are based on (i) average compensation in the highest paid five years of the last 10 years of employment ("average final compensation") and (ii) the number of years of service. Participants with at least 10 years of service who retire after attaining age 55 may receive reduced retirement benefits. The Company funds the Qualified Plan's trust in accordance with regulatory limits to provide for current service and for the unfunded benefit obligation over a reasonable period and for current service benefit accruals. To the extent that these requirements are fully covered by assets in the Qualified Plan, the Company may elect not to make any contribution in a particular year. No cash contribution was required in 2014 and none is required in 2015 to meet the minimum funding requirements of the Employee Retirement Income Security Act. The Company periodically evaluates whether to make discretionary cash contributions to the Qualified Plan, and did not make such contributions in 2014 and currently does not anticipate making such contributions in 2015. This expectation is subject to change based on management’s assessment of a variety of factors, including, but not limited to, asset performance, interest rates and changes in actuarial assumptions.

The Qualified Plan, Excess Plan and SRIP exclude all employees hired on or after January 1, 2006. Instead, employees hired on or after January 1, 2006 will be eligible to receive a defined contribution retirement benefit under the Employee Profit Sharing and Retirement Savings ("EPSRS") Plan (see "Employee Profit Sharing and Retirement Savings Plan" below). Employees hired before January 1, 2006 will continue to be eligible for and accrue benefits under the Qualified Plan.

The Excess Plan uses the same retirement benefit formula set forth in the Qualified Plan, but includes earnings that are excluded under the Qualified Plan due to Internal Revenue Service Code qualified pension plan limitations. Benefits payable under the Qualified Plan offset benefits payable under the Excess Plan. Employees vested under the Qualified Plan are vested under the Excess Plan; however, benefits under the Excess Plan are subject to forfeiture if employment is terminated for cause and, for those who leave the Company prior to age 65, if they fail to execute and adhere to noncompetition and confidentiality covenants. The Excess Plan allows participants with at least 10 years of service who retire after attaining age 55 to receive reduced retirement benefits.

The SRIP supplements the Qualified Plan, Excess Plan and Social Security by providing additional payments upon a participant's retirement. SRIP benefits are determined by a percentage of average final compensation; this percentage increases as specified service plateaus are achieved. Benefits payable under the Qualified Plan, Excess Plan and Social Security offset benefits payable under the SRIP. Under the SRIP, benefits vest when a participant both (i) attains age 55 while employed by the Company and (ii) has provided at least 10 years of service. In certain limited circumstances, early vesting can occur due to a change in control. Benefits under the SRIP are forfeited if benefits under the Excess Plan are forfeited.

Benefits for the Other Plans are typically based on monthly eligible compensation and the number of years of service. Benefits are typically payable in a lump sum upon retirement, termination, resignation or death if the participant has completed the requisite service period.

The Company accounts for pension expense using the projected unit credit actuarial method for financial reporting purposes. The actuarial present value of the benefit obligation is calculated based on the expected date of separation or retirement of the Company's eligible employees.

The Company provides certain health-care and life insurance benefits ("Other Postretirement Benefits") for certain retired employees and accrues the cost of providing these benefits throughout the employees' active service period until they attain full eligibility for those benefits. Substantially all of the Company's U.S. full-time employees, hired on or before March 31, 2012, may become eligible for these benefits if they reach normal or early retirement age while working for the Company. The cost of providing postretirement health-care benefits is shared by the retiree and the Company, with retiree contributions evaluated annually and adjusted in order to maintain the Company/retiree cost-sharing target ratio. The life insurance benefits are noncontributory. The Company's employee and retiree health-care benefits are administered by an insurance company, and premiums on life insurance are based on prior years' claims experience.

Obligations and Funded Status

The following tables provide a reconciliation of benefit obligations, plan assets and funded status of the pension and other postretirement benefit plans as of the measurement date:



	January 31,
	Pension Benefits						Other Postretirement Benefits
(in thousands)	2015			2014			2015			2014
Change in benefit obligation:
Benefit obligation at beginning of year	$	615,870		$	631,538		$	54,723		$	65,723
Service cost	16,894			19,127			2,327			2,791
Interest cost	28,253			27,005			2,646			2,762
Participants' contributions	—			—			1,468			1,638
Amendments	817			—			—			—
MMA retiree drug subsidy	—			—			119			97
Actuarial loss (gain)	202,345			(40,130		)	34,867			(15,131		)
Benefits paid	(20,247		)	(19,794		)	(3,262		)	(3,157		)
Translation	(2,232		)	(1,876		)	—			—
Benefit obligation at end of year	841,700			615,870			92,888			54,723
Change in plan assets:
Fair value of plan assets at beginning of year	397,430			331,181			—			—
Actual return on plan assets	26,104			53,276			—			—
Employer contribution	2,758			32,767			1,675			1,422
Participants' contributions	—			—			1,468			1,638
MMA retiree drug subsidy	—			—			119			97
Benefits paid	(20,247		)	(19,794		)	(3,262		)	(3,157		)
Fair value of plan assets at end of year	406,045			397,430			—			—
Funded status at end of year	$	(435,655	)	$	(218,440	)	$	(92,888	)	$	(54,723	)

Actuarial losses in 2014 reflect decreases in the discount rates for all plans, and for the U.S. plans, also reflect the impact of adopting updated mortality assumptions issued by the Society of Actuaries in October 2014.

The following tables provide additional information regarding the Company's pension plans' projected benefit obligations and assets (included in pension benefits in the table above) and accumulated benefit obligation:



	January 31, 2015
(in thousands)	Qualified			Excess/SRIP			Other			Total
Projected benefit obligation	$	693,350		$	133,136		$	15,214		$	841,700
Fair value of plan assets	406,045			—			—			406,045
Funded status	$	(287,305	)	$	(133,136	)	$	(15,214	)	$	(435,655	)
Accumulated benefit obligation	$	620,632		$	97,425		$	12,590		$	730,647



	January 31, 2014
(in thousands)	Qualified			Excess/SRIP			Other			Total
Projected benefit obligation	$	501,178		$	99,380		$	15,312		$	615,870
Fair value of plan assets	397,430			—			—			397,430
Funded status	$	(103,748	)	$	(99,380	)	$	(15,312	)	$	(218,440	)
Accumulated benefit obligation	$	450,255		$	70,847		$	12,814		$	533,916

At January 31, 2015, the Company had a current liability of $4,325,000 and a non-current liability of $524,218,000 for pension and other postretirement benefits. At January 31, 2014, the Company had a current liability of $5,051,000 and a non-current liability of $268,112,000 for pension and other postretirement benefits.

Amounts recognized in accumulated other comprehensive loss consist of:



	January 31,
	Pension Benefits				Other Postretirement Benefits
(in thousands)	2015		2014		2015			2014
Net actuarial loss (gain)	$	311,216	$	124,542	$	32,370		$	(2,477	)
Prior service cost (credit)	872		661		(3,725		)	(4,398		)
Total before tax	$	312,088	$	125,203	$	28,645		$	(6,875	)

The estimated pre-tax amount that will be amortized from accumulated other comprehensive loss into net periodic benefit cost within the next 12 months is as follows:



(in thousands)	Pension Benefits			Other Postretirement Benefits
Net actuarial loss	$	29,690		$	1,590
Prior service credit	(7		)	(687		)
	$	29,683		$	903

Components of Net Periodic Benefit Cost and

Other Amounts Recognized in Other Comprehensive Earnings



	Years Ended January 31,
	Pension Benefits									Other Postretirement Benefits
(in thousands)	2015			2014			2013			2015			2014			2013
Service cost	$	16,894		$	19,127		$	18,058		$	2,327		$	2,791		$	2,382
Interest cost	28,253			27,005			26,796			2,646			2,762			2,839
Expected return on plan assets	(23,630		)	(22,240		)	(20,416		)	—			—			—
Amortization of prior service cost	273			972			1,015			(673		)	(659		)	(659		)
Amortization of net loss	13,124			19,010			15,964			20			212			29
Net periodic benefit cost	34,914			43,874			41,417			4,320			5,106			4,591

Net actuarial loss (gain)	199,802			(71,179		)	34,080			34,867			(15,131		)	440
Recognized actuarial loss	(13,124		)	(19,005		)	(15,964		)	(20		)	(212		)	(29		)
Prior service cost	477			—			—			—			—			—
Recognized prior service (cost) credit	(266		)	(972		)	(1,015		)	673			659			659
Total recognized in other comprehensive earnings	186,889			(91,156		)	17,101			35,520			(14,684		)	1,070
Total recognized in net periodic benefit cost and other comprehensive earnings	$	221,803		$	(47,282	)	$	58,518		$	39,840		$	(9,578	)	$	5,661

Assumptions

Weighted-average assumptions used to determine benefit obligations:



	January 31,
	2015		2014
Discount rate:
Qualified Plan	3.75	%	4.75	%
Excess Plan/SRIP	3.75	%	5.00	%
Other Plans	1.12	%	1.25	%
Other Postretirement Benefits	3.50	%	5.00	%
Rate of increase in compensation:
Qualified Plan	2.75	%	2.75	%
Excess Plan	4.25	%	4.25	%
SRIP	7.25	%	7.25	%
Other Plans	1.22	%	1.00	%

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



	Years Ended January 31,
	2015		2014		2013
Discount rate:
Qualified Plan	4.75	%	4.50	%	5.00	%
Excess Plan/SRIP	5.00	%	4.50	%	5.00	%
Other Plans	1.81	%	1.25	%	1.50	%
Other Postretirement Benefits	5.00	%	4.50	%	5.25	%
Expected return on plan assets	7.50	%	7.50	%	7.50	%
Rate of increase in compensation:
Qualified Plan	2.75	%	2.75	%	2.75	%
Excess Plan	4.25	%	4.25	%	4.25	%
SRIP	7.25	%	7.25	%	7.25	%
Other Plans	1.33	%	1.00	%	1.00	%

The expected long-term rate of return on Qualified Plan assets is selected by taking into account the average rate of return expected on the funds invested or to be invested to provide for benefits included in the projected benefit obligation. More specifically, consideration is given to the expected rates of return (including reinvestment asset return rates) based upon the plan's current asset mix, investment strategy and the historical performance of plan assets.

For postretirement benefit measurement purposes, 7.50% (for pre-age 65 retirees) and 6.50% (for post-age 65 retirees) annual rates of increase in the per capita cost of covered health care were assumed for 2015. The rates were assumed to decrease gradually to 4.75% by 2023 and remain at that level thereafter.

Assumed health-care cost trend rates affect amounts reported for the Company's postretirement health-care benefits plan. A one-percentage-point increase in the assumed health-care cost trend rate would increase the Company's accumulated postretirement benefit obligation by approximately $6,200,000 for the year ended January 31, 2015. Decreasing the assumed health-care cost trend rate by one-percentage point would decrease the Company's accumulated postretirement benefit obligation by approximately $4,200,000 for the year ended January 31, 2015. A one-percentage-point change in the assumed health-care cost trend rate would not have a significant effect on the Company's aggregate service and interest cost components of the 2014 postretirement expense.

Plan Assets

The Company's investment objectives, related to the Qualified Plan's assets, are the preservation of principal and the achievement of a reasonable rate of return over time. The Qualified Plan's assets are allocated based on an expectation that equity securities will outperform debt securities over the long term. The Company's target asset allocations are as follows: 60% - 70% in equity securities; 20% - 30% in fixed income securities; and 5% - 15% in other securities. The Company attempts to mitigate investment risk by rebalancing asset allocation periodically.

The fair value of the Qualified Plan's assets at January 31, 2015 and 2014 by asset category is as follows:



	Fair Value at		Fair Value Measurements Using Inputs Considered as*
(in thousands)	January 31, 2015		Level 1		Level 2		Level 3
Equity securities:
Common/collective trusts ^a	$	288,480	$	—	$	288,480	$	—
Fixed income securities:
Government bonds	27,714		23,603		4,111		—
Corporate bonds	33,882		—		33,882		—
Mortgage obligations	37,012		—		37,012		—
Other types of investments:
Limited partnerships	18,957		—		—		18,957
	$	406,045	$	23,603	$	363,485	$	18,957

	Fair Value at		Fair Value Measurements Using Inputs Considered as*
(in thousands)	January 31, 2014		Level 1		Level 2		Level 3
Equity securities:
Common/collective trusts ^a	$	293,484	$	—	$	293,484	$	—
Fixed income securities:
Government bonds	28,773		24,428		4,345		—
Corporate bonds	28,318		—		28,318		—
Mortgage obligations	32,457		—		32,457		—
Other types of investments:
Limited partnerships	14,398		—		—		14,398
	$	397,430	$	24,428	$	358,604	$	14,398


*	See "Note I - Fair Value of Financial Instruments" for a description of the levels of inputs.


^a	Common/collective trusts include investments in U.S. and international large, middle and small capitalization equities.

The changes in fair value of the Qualified Plan's Level 3 assets is as follows:



(in thousands)	Limited partnerships
January 31, 2013	$	14,655
Unrealized loss, net	(313		)
Realized gain, net	1,643
Purchases	1,856
Settlements	(3,443		)
January 31, 2014	14,398
Unrealized gain, net	1,376
Realized gain, net	633
Purchases	5,609
Settlements	(3,059		)
January 31, 2015	$	18,957

Valuation Techniques

Investments in common/collective trusts are stated at estimated fair value which represents the net asset value of shares held by the Qualified Plan as reported by the investment advisor. Investments in limited partnerships are valued at estimated fair value based on financial information received from the investment advisor and/or general partner. The net asset value is based on the value of the underlying assets owned by the fund, minus its liabilities and then divided by the number of shares outstanding.

Securities traded on the national securities exchange (certain government bonds) are valued at the last reported sales price or closing price on the last business day of the fiscal year. Investments traded in the over-the-counter market and listed securities for which no sales were reported (certain government bonds, corporate bonds and mortgage obligations) are valued at the last reported bid price.

Benefit Payments

The Company expects the following future benefit payments to be paid:



Years Ending January 31,	Pension Benefits (in thousands)		Other Postretirement Benefits (in thousands)
2016	$	20,610	$	1,734
2017	21,596		1,741
2018	23,711		1,760
2019	24,661		1,772
2020	25,548		1,821
2021-2025	162,567		10,707

Employee Profit Sharing and Retirement Savings ("EPSRS") Plan

The Company maintains an EPSRS Plan that covers substantially all U.S.-based employees. Under the profit-sharing feature of the EPSRS Plan, the Company made contributions, in the form of newly-issued Company Common Stock through 2014, to the employees' accounts based on the achievement of certain targeted earnings objectives established by, or as otherwise determined by, the Company's Board of Directors. Beginning in 2015, these contributions will be made in cash. The Company recorded expense of $3,075,000 in 2014, $3,925,000 in 2013 and recorded no expense in 2012. Under the retirement savings feature of the EPSRS Plan, employees who meet certain eligibility requirements may participate by contributing up to 50% of their annual compensation beginning in 2012, not to exceed Internal Revenue Service limits, and the Company may provide up to a 50% matching cash contribution up to 6% of each participant's total compensation. The Company recorded expense of $7,735,000, $7,088,000 and $7,278,000 in 2014, 2013 and 2012. Contributions to both features of the EPSRS Plan are made in the following year.

Under the profit-sharing feature of the EPSRS Plan, for contributions made in the Company's stock, the Company's stock contribution is required to be maintained in such stock until the employee has two or more years of service, at which time the employee may diversify his or her Company stock account into other investment options provided under the plan. For contributions made in cash, the contribution is allocated within the participant's account based on their investment elections under the EPSRS Plan. If the participant has made no election, the contribution will be invested in the appropriate default target fund as determined by each participant's date of birth. Under the retirement savings portion of the EPSRS Plan, the employees have the ability to elect to invest their contribution and the matching contribution in Company stock. At January 31, 2015, investments in Company stock represented 26% of total EPSRS Plan assets.

The EPSRS Plan provides a defined contribution retirement benefit ("DCRB") to eligible employees hired on or after January 1, 2006. Under the DCRB, the Company makes contributions each year to each employee's account at a rate based upon age and years of service. These contributions are deposited into individual accounts in each employee's name to be invested in a manner similar to the retirement savings portion of the EPSRS Plan. The Company recorded expense of $4,584,000, $3,640,000 and $3,387,000 in 2014, 2013 and 2012.

Deferred Compensation Plan

The Company has a non-qualified deferred compensation plan for directors, executives and certain management employees, whereby eligible participants may defer a portion of their compensation for payment at specified future dates, upon retirement, death or termination of employment. This plan also provides for an excess defined contribution retirement benefit ("Excess DC benefit") for certain eligible executives and management employees, hired on or after January 1, 2006. The Excess DC benefit is credited to the eligible employee's account, based on the compensation paid to the employee in excess of the IRS limits for contribution under the DCRB Plan. Under the plan, the deferred compensation is adjusted to reflect performance, whether positive or negative, of selected investment options chosen by each participant during the deferral period. The amounts accrued under the plans were $27,087,000 and $27,828,000 at January 31, 2015 and 2014, and are reflected in other long-term liabilities. The Company does not promise or guarantee any rate of return on amounts deferred.