Fair Value Measurements (Note)

6 Months Ended

Jun. 01, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Fair Value Measurements

The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its quarterly and annual financial statements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.  Fair value measurements are categorized in a hierarchy based upon the observability of inputs used in valuation techniques.  Observable inputs are the highest level and reflect market data obtained from independent sources, while unobservable inputs are the lowest level and reflect internally developed market assumptions.  The Company classifies fair value measurements by the following hierarchy:

• Level 1 – Quoted active market prices for identical assets

• Level 2 – Significant other observable inputs, such as quoted prices for similar (but not identical) instruments in active markets, quoted prices for identical or similar instruments in markets which are not active and model determined valuations in which all significant inputs or significant value-drivers are observable in active markets

• Level 3 – Significant unobservable inputs, such as model determined valuations in which one or more significant inputs or significant value-drivers are unobservable

Assets or liabilities that have recurring fair value measurements are shown below:

	Fair Value Measurements at Reporting Date
	Total		Level 1		Level 2		Level 3
June 1, 2013
Restricted trust, included in Other noncurrent assets
Mutual fund investments - equities	$	607	$	607	$	—	$	—
Mutual fund investments - bonds	419		419		—		—
Cash and equivalents	28		28		—		—
Total restricted trust	$	1,054	$	1,054	$	—	$	—
TransWeb contingent earn-out, included in Other long-term liabilities	$	1,367	$	—	$	—	$	1,367

	Fair Value Measurements at Reporting Date
	Total		Level 1		Level 2		Level 3
December 1, 2012
Restricted trust, included in Other noncurrent assets
Mutual fund investments - equities	$	614	$	614	$	—	$	—
Mutual fund investments - bonds	425		425		—		—
Cash and equivalents	31		31		—		—
Total restricted trust	$	1,070	$	1,070	$	—	$	—
TransWeb contingent earn-out, included in Other long-term liabilities	$	1,292	$	—	$	—	$	1,292

There were no changes in the fair value determination methods or significant assumptions used in those methods during the six months endedJune 1, 2013.  There were no transfers between Level 1 and Level 2 and there were no transfers into or out of Level 3 during the six months endedJune 1, 2013. The Company's policy is to recognize transfers on the actual date of transfer. The restricted trust, which is used to fund certain payments for the Company’s U.S. combined nonqualified pension plans, consists of actively traded equity and bond funds. The TransWeb contingent earn-out payment was established in connection with the acquisition of TransWeb on December 29, 2010, and the acquisition-date estimated fair value of the earn-out payment to one of the former owners was $1,018.  The contingent liability for the earn-out payment will continue to be accounted for and measured at fair value until the contingency is settled during fiscal year 2016.  The fair value measurement of the contingent earn-out payment is based primarily on projected 2014 and 2015 TransWeb earnings, which represent significant inputs not observed in the market and thus represents a Level 3 measurement as defined by accounting literature. The contingent consideration payment is revalued to its current fair value at each reporting date.  Any increase or decrease in the fair value, as a result of changes in significant inputs such as the discount rate, the discount period or other factors used in the calculation, is recognized in Selling and administrative expenses in the Consolidated Condensed Statements of Earnings in the period the estimated fair value changes. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model with a discount rate of 11.9%. The fair value of the TransWeb contingent earn-out payment increased by $75, based on changes in the remaining discount period, during the six months endedJune 1, 2013.

Fair Values of Financial Instruments

The fair values of the Company’s financial instruments, which are cash and cash equivalents, restricted cash, accounts receivable, the restricted trust and accounts payable and accrued liabilities, approximated the carrying values of those financial instruments at both June 1, 2013 and December 1, 2012.  An expected present value technique is used to estimate the fair value of long-term debt.  Long-term debt had a fair value estimate of $16,510 and $16,532 at June 1, 2013 and December 1, 2012, respectively. The Company's fair value estimate of its long-term debt represents a Level 2 measurement as it is based on the current interest rates available to the Company for debt with similar remaining maturities.  The carrying value for the long-term debt at June 1, 2013 and December 1, 2012 is $16,654 and $16,592, respectively.