10-K

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TABLE OF CONTENTS
PART IV

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number 1-3381

The Pep Boys—Manny, Moe & Jack
(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-0962915 (I.R.S. employer identification no.)
3111 West Allegheny Avenue, Philadelphia, PA (Address of principal executive office)	19132 (Zip code)

215-430-9000
(Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 par value	New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o    No ý

         As of the close of business on August 3, 2013 the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $652,232,000.

         As of April 5, 2014, there were 53,237,793 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held June 11, 2014 are incorporated by reference into Part III of this Annual Report.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		14
Item 2.	Properties		15
Item 3.	Legal Proceedings		15
Item 4.	Mine Safety Disclosures		15
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
Item 6.	Selected Financial Data		18
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 8.	Financial Statements and Supplementary Data		36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		76
Item 9A.	Controls and Procedures		76
Item 9B.	Other Information		79
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		79
Item 11.	Executive Compensation		79
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		79
Item 13.	Certain Relationships and Related Transactions and Director Independence		79
Item 14.	Principal Accounting Fees and Services		79
PART IV
Item 15.	Exhibits and Financial Statement Schedules		80
	Signatures		83

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PART I

ITEM 1    BUSINESS

GENERAL

        The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") has been the best place to shop and care for your car since it began operations in 1921. Approximately 19,000 associates are focused on delivering the best customer service in the automotive aftermarket to our customers across our nearly 800 locations located throughout the United States and Puerto Rico. Pep Boys satisfies all of a customer's automotive needs through our unique offering of service, tires, parts and accessories.

        Our stores are organized into a hub and spoke network consisting of Supercenters and Service & Tire Centers. Supercenters average approximately 20,000 square feet (our new Supercenter format is approximately 14,000 square feet) and combine do-it-for-me service labor, installed merchandise and tire offerings ("DIFM") with do-it-yourself parts and accessories ("DIY"). Most of our Supercenters also have a commercial sales program that delivers parts, tires and equipment to automotive repair shops and dealers. Service & Tire Centers, which average approximately 5,000 square feet, provide DIFM services in neighborhood locations that are conveniently located where our customers live or work. Service & Tire Centers are designed to capture market share and leverage our existing Supercenters and support infrastructure. We also operate a handful of legacy DIY only Pep Express stores.

        The following table sets forth the percentage of total revenues from continuing operations contributed by each class of similar products or services for the Company and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein:

	Year ended
	February 1, 2014			February 2, 2013			January 28, 2012
Parts and accessories		59.9	%		59.9	%		61.0	%
Tires		17.9			18.7			18.6
Total merchandise sales		77.8			78.6			79.6
Service labor		22.2			21.4			20.4
Total revenues		100.0	%		100.0	%		100.0	%

        In fiscal 2013, we opened or acquired 40 new Service & Tire Centers and seven new Supercenters and converted two Supercenters into Service & Tire Centers. We also closed two Service & Tire Centers and four Supercenters. As of February 1, 2014, we operated 568 Supercenters, 225 Service & Tire Centers and six Pep Express stores located in 35 states and Puerto Rico. These locations consist of approximately 12,910,000 gross square feet of retail space, including over 7,500 service bays.

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        The following table indicates, by state, the number of stores the Company had in operation at the end of each of the last four fiscal years, and the number of stores opened and closed by the Company during each of the last three fiscal years:

NUMBER OF STORES AT END OF FISCAL YEARS 2010 THROUGH 2013

State	2013 Year End		Opened		Closed		2012 Year End		Opened		Closed		2011 Year End		Opened		Closed		2010 Year End
Alabama		39		1		—		38		1		—		37		36		—		1
Arizona		20		—		2		22		—		—		22		—		—		22
Arkansas		1		—		—		1		—		—		1		—		—		1
California		149		18		—		131		1		—		130		4		3		129
Colorado		7		—		—		7		—		—		7		—		—		7
Connecticut		7		—		—		7		—		—		7		—		—		7
Delaware		9		—		—		9		1		—		8		1		—		7
Florida		98		7		—		91		5		4		90		30		—		60
Georgia		47		1		3		49		3		1		47		22		—		25
Illinois		38		3		—		35		3		—		32		3		—		29
Indiana		7		—		—		7		—		—		7		—		—		7
Kentucky		4		—		—		4		—		—		4		—		—		4
Louisiana		8		—		—		8		—		—		8		—		—		8
Maine		1		—		—		1		—		—		1		—		—		1
Maryland		20		—		—		20		—		—		20		1		—		19
Massachusetts		7		—		—		7		—		—		7		—		—		7
Michigan		5		—		—		5		—		—		5		—		—		5
Minnesota		3		—		—		3		—		—		3		—		—		3
Missouri		1		—		—		1		—		—		1		—		—		1
Nevada		12		—		—		12		—		—		12		—		—		12
New Hampshire		4		—		—		4		—		—		4		—		—		4
New Jersey		43		4		1		40		4		—		36		4		—		32
New Mexico		8		—		—		8		—		—		8		—		—		8
New York		39		2		—		37		4		—		33		2		—		31
North Carolina		10		2		—		8		—		—		8		—		—		8
Ohio		12		—		—		12		—		—		12		—		—		12
Oklahoma		5		—		—		5		—		—		5		—		—		5
Pennsylvania		60		5		—		55		2		—		53		2		—		51
Puerto Rico		27		—		—		27		—		—		27		—		—		27
Rhode Island		2		—		—		2		—		—		2		—		—		2
South Carolina		6		—		—		6		—		—		6		—		—		6
Tennessee		7		—		—		7		1		1		7		—		—		7
Texas		61		4		—		57		1		—		56		7		—		49
Utah		6		—		—		6		—		—		6		—		—		6
Virginia		17		—		—		17		—		—		17		1		—		16
Washington		9		—		—		9		—		—		9		7		—		2
Total		799		47		6		758		26		6		738		120		3		621

        We are targeting a total of 30 new Service & Tire Centers and three new Supercenters in fiscal 2014. We expect to lease new Service & Tire Center and Supercenter locations, as we believe that there are sufficient existing available locations, including build to suit locations, in the marketplace with attractive lease terms to enable our expansion.

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INDUSTRY OVERVIEW

        The automotive aftermarket industry is in the mature stage of its life cycle and while the DIY space is dominated by a small number of companies with large market shares, the DIFM or automotive service business is highly fragmented. Over the past decade, consumers have moved away from DIY toward DIFM due to increasing vehicle complexity and electronic content, as well as decreasing availability of diagnostic equipment and know-how. In addition, while this needs-based industry has a dedicated DIY customer base, the number of consumers that would prefer to have a professional fix their vehicle fluctuates with economic cycles. For example, a drop in disposable income during the recession forced some former DIFM consumers to work on their own vehicles, resulting in short-term growth in the DIY market. During this period, weak labor and credit markets depressed new vehicles sales, thereby increasing the average length of vehicle ownership. This increase in the average age of vehicles on the road also aided the short-term growth of the DIY industry as owners of older vehicles were more likely to work on their own vehicles. However, we believe that as the economy continues to gain steam, consumers will become more confident and invest in new vehicles, and once again shift away from DIY toward DIFM and will do so at increasing rates. Consistent with this long-term trend, we have adopted a long-term strategy of growing our automotive service business, while maintaining our DIY customer base by offering the newest and broadest product assortment in the automotive aftermarket.

BUSINESS STRATEGY

        All of our efforts are focused on ensuring that Pep Boys is the best place to shop and care for your car. The legacy of our founders—Manny, Moe & Jack—has inspired us since 1921 to deliver passionate customer service. We are people taking care of people ... and their cars. More than just words, we continue to learn more from our growing set of customer data and to advance our customer centered business model. Over the past two years, we have reconstituted our senior executive team to help guide the development of our strategy around our target customer segments and the delivery of world-class customer service. The following strategies have been developed and prioritized to support our vision and, in turn, our ultimate goal as a public company of maximizing shareholder value.

        Attract, develop and retain the best people.    We need the best people to care for our customers and their cars. This process begins with their recruitment and continues throughout their tenure as Pep Boys associates. We are constantly reviewing and improving our hiring process to include updated core competency and positional profiles and pre-hire assessment screening. Once hired, a Pep Boys associate has the opportunity to participate in a variety of classroom, online skills, and leadership training to develop a career path with us. We also offer performance-based compensation programs designed to reward the delivery of the passionate customer service that is the centerpiece of our vision.

        Grow where our target customers live, work and shop.    We achieve this through both our physical locations and online presence. We have researched and developed proprietary customer segment targets that we believe allow us to maximize our profitability. Our store growth, and any rationalization of our store base, is designed to optimize the proximity of these locations to our target customers. Similarly, our omni-channel digital strategy, which we call e-SERVE, is developed around making it easier for our target customers to do business with us. pepboys.com (including our mobile device version) allows our customers to learn about the breadth and depth of our service and product offerings, price and schedule service appointments, and purchase products for in store or home delivery.

        Deliver customer experiences that are "beyond expectations".    We strive to be friendly, do it right, show compassion and keep promises with each and every customer. We have developed a new training program designed to teach our associates how to enhance the customer experience through building relationships with our customers. Before addressing a customer's immediate need, our associates are taught to build rapport with the customer that will not only lead to customer satisfaction with the

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current transaction, but ultimately to the customer choosing Pep Boys for all of their automotive needs in the future. Information gathered through our rewards program, customer surveys and focus groups helps us to understand the customer experience that our target customer segments expect and the services and products that will best meet their needs and desires.

        Provide the best assortment and shopping experience in the automotive aftermarket.    We begin by being a full service—tire, maintenance and repair—shop. Our full service capabilities, ASE (Automotive Service Excellence) certified technicians and continuous investment in training and equipment allow customers to rely on us for all of their automotive maintenance and repair needs—from replacing the oil in their engine to replacing the engine itself. By offering a broad assortment of branded and private label products, we enjoy a competitive advantage over many of our DIFM competitors.

        The size of our Supercenters allows us to provide the highest level of replacement parts coverage and the broadest range of maintenance, performance and appearance products and accessories in the industry. We are able to leverage our Superhub stores, which have a larger assortment of product than our normal Supercenter, to satisfy customer needs for slow-moving product by delivering this product to requesting Supercenters on demand. We are also expanding our Speed Shops (106 as of the end of fiscal 2013), a store-in-a-store within existing Supercenters that creates a differentiated retail experience for automotive enthusiasts by stocking high-performance and specialty products. We are similarly focused on price optimization and inventory rationalization opportunities.

        We are currently testing a new market concept that we call the "Road Ahead," which began in the first quarter of fiscal 2013 with a re-grand opening of our West Hillsboro, Florida location. Due to the success at this store we converted the balance of our Tampa, Florida market to this concept in the fourth quarter of fiscal 2013. The early results have also been encouraging and as a result we will convert an additional 20 Supercenters in three markets to this concept in the first half of fiscal 2014 and have initiated plans for an additional three markets for the back half of fiscal 2014, through the early part of fiscal 2015. Designed around the shopping habits of our target customer segments, this concept enhances the entire store—our people, the product assortment, its exterior and interior look and feel and the marketing programs—to learn how we can be successful in attracting more of these target customers and earn a greater share of their annual spend in the automotive aftermarket. Our Road Ahead strategy also allows us to use our retail business to drive the service business with free professional battery and wiper installations.

        Tell our story internally and externally.    It is essential to our success that our associates and consumers understand our vision and brand position. As consumers had come to understand the breadth and depth of our offerings and gave us credit for our value proposition, in fiscal 2013 we turned our attention to focusing our message on the customer experience that we believe our target customer segments desire but have been unable to find in the automotive aftermarket. Consistent with our strategy described above, our TRUST THE BOYS TO GET YOU THERE brand positioning shifted from a more promotional message to a more customer service oriented message. This message is conveyed to our associates through corporate communications and leadership training, while tailored marketing plans including TV and radio promotions, digital media, direct marketing, grass-roots and print campaigns deliver the message to our target customer segments.

STORE IMPROVEMENTS

        In fiscal 2013, our capital expenditures totaled approximately $65.0 million which included the acquisition of 18 Service and Tire Centers in Southern California. Our fiscal 2013 capital expenditures also included the addition of 29 new locations, the conversion of 11 Supercenters into Superhubs, the addition of 63 Speed Shops within existing Supercenters and required expenditures for existing stores, offices and distribution centers. Our fiscal 2014 capital expenditures are expected to be approximately

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$80.0 million, which includes the planned addition of 30 Service & Tire Centers, three Supercenters, and the conversion of 41 stores to the new "Road Ahead" format. These expenditures are expected to be funded from cash on hand and net cash generated from operating activities. Additional capacity, if needed, exists under our revolving credit facility.

SERVICES AND PRODUCTS

        As of February 1, 2014, we operated a total of 7,520 service bays in 793 of our 799 locations. Each service location performs a full range of automotive maintenance and repair services (except body work) and installs tires, parts and accessories.

        Each Pep Boys Supercenter carries a similar product line, with variations based on the number and type of cars in the market where the store is located. A Pep Boys Service & Tire Center carries tires and a limited selection of our products. A full complement of inventory at a typical Supercenter includes an average of approximately 29,000 items, while Service & Tire Centers average approximately 2,000 items. Our product lines include: tires; batteries; new and remanufactured parts for domestic and import vehicles; chemicals and maintenance items; fashion, electronic, and performance accessories; and select non-automotive merchandise that appeals to our target customer segments.

        In addition to offering a wide variety of high quality name brand products, we sell an array of high quality products under various private label names. We sell tires under the names DEFINITY, FUTURA® and CORNELL®, and batteries under the name PROSTART®. We also sell wheel covers under the name FUTURA®; air filters, anti-freeze, chemicals, cv axles, hub assemblies, lubricants, oil, oil filters, oil treatments, transmission fluids, custom wheels and wiper blades under the name PROLINE®; alternators, battery booster packs, alkaline type batteries and starters under the name PROSTART®; power steering hoses, chassis parts and power steering pumps under the name PROSTEER®; brakes under the name PROSTOP® and brakes, batteries, starters, ignitions and chassis under the name VALUEGRADE. All products sold by the Company under various private label names were approximately 20% of our merchandise sales in fiscal 2013, 24% in 2012, and 26% in 2011. The year over year decreases are the result of our introduction of additional brand name tires.

        Our commercial automotive parts delivery program, branded PEP EXPRESS PARTS®, is designed to increase our market share with the professional installer and to leverage our inventory investment. The program satisfies the commercial customer's automotive inventory needs by taking advantage of the breadth and quality of Pep Boys' parts inventory as well as its experience supplying its own service bays and mechanics. As of February 1, 2014, approximately 79%, or 454, of our 574 Supercenters and Pep Express stores provided commercial parts delivery as compared to approximately 80%, or 458 stores, at the end of fiscal 2012.

        We have a point-of-sale system in all of our stores, which gathers sales and inventory data by stock-keeping unit from each store on a daily basis. This information is then used to formulate pricing, inventory, marketing and merchandising strategies. We have an electronic parts catalog that allows our associates to efficiently look up the parts that our customers need and to provide complete job solutions, advice and information for customers' vehicles. We have an electronic work order system in all service centers. This system creates a service history for each vehicle, provides customers with a comprehensive sales document and enables us to maintain a service customer database.

        We use a competitive pricing strategy, setting prices based on market forces and then complementing them with promotions. We believe that targeted advertising and promotions play important roles in succeeding in today's environment. We are constantly working to understand our target customer segments' needs and desires so that we can deliver outstanding customer service and build long-lasting, loyal relationships with them. We utilize advertising, promotions and a loyalty card program (Rewards) to convey our commitment to customer service and to promote our service and repair capabilities and product offerings. We are committed to an effective multi-media promotional

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schedule supplemented by extensive direct marketing, grass-roots campaigns and occasional print campaigns. Finally, we utilize in-store signage and creative product placement to help educate customers about services and products that fit their needs.

        Through our desktop and mobile website at www.pepboys.com, we strive to empower customers to make informed product and service purchase decisions for their automotive projects and vehicle maintenance needs. We focus on providing dependable product and service information, online buying guides and how-to advice, customer product ratings and reviews, product videos and clear repair service details in a convenient 24/7 online experience. Through our website, customers can learn more about the Pep Boys brand and our products and services, purchase and schedule installation of tires with our TreadSmart application, schedule automotive maintenance and repair services with our eServe application, keep track of maintenance and service records through our online Glovebox application, and purchase automotive parts and accessories through several delivery methods, including buying online and shipping to home or picking up in store, as well as the convenience to reserve items online and pay in store.

        This year we have continued to improve the stability of our online infrastructure through a platform migration upgrade and continued vigilance of Payment Card Industry (PCI) standards and compliance to ensure our overall security and customer privacy. We maintain a dedicated online customer service team who provides direct support, including answering any order, product or service questions, assistance in ordering and basic technical support to customers who contact them via phone, live chat, email or webform. We are committed to the continued improvement of our online presence with a focus on providing a seamless omni-channel customer experience that builds trust and enriches the personal connection between our customers and our brand.

STORE OPERATIONS AND MANAGEMENT

        Most Pep Boys stores are open seven days a week. Most Supercenters have a Retail Manager and Service Manager (Service & Tire Centers only have a Service Manager) who report to geographic-specific Area Directors and Divisional or Assistant Divisional Vice Presidents. The Divisional or Assistant Divisional Vice Presidents report to one of the Vice President—Supercenters, East US, the Vice President—Supercenters, West US or the Vice President—Service & Tire Centers who, in turn, report to the Senior Vice President—Store Operations, who, in turn, reports to the President & Chief Executive Officer. As of February 1, 2014, the average length of service with Pep Boys for a Retail Manager and a Service Manager is approximately 11.0 and 7.5 years, respectively.

        Supervision and control over individual stores is facilitated by Area Directors and Divisional or Assistant Divisional Vice Presidents who make regular visits to stores and utilize the Company's computer system and operational handbooks. All of our advertising, accounting, purchasing, information technology and most administrative functions are conducted at our corporate headquarters in Philadelphia, Pennsylvania. Certain administrative functions for our regional operations are performed at various regional offices. See "Item 2 Properties."

INVENTORY CONTROL AND DISTRIBUTION

        Most of our merchandise is distributed to our stores from our warehouses by dedicated and contract carriers. Target levels of inventory for products are established for each warehouse and store based upon prior shipment history, sales trends and seasonal demand. Inventory on hand is compared to target levels on a weekly basis at each warehouse, potentially triggering re-ordering of merchandise from suppliers. In addition, each Pep Boys store has an automated inventory replenishment system that orders additional inventory, generally from a warehouse, when a store's inventory on-hand falls below the target level. We also consolidate certain slow-moving hard parts inventory into our centrally-located

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Indianapolis warehouse that can service each of our stores with overnight delivery of these parts when necessary.

        Implementation of the Superhub concept enables local expansion of our auto parts product assortment in a cost effective manner. We are now able to satisfy customer needs for slow-moving auto parts by carrying limited amounts of this product at Superhub locations. These Superhubs then deliver this product to requesting Supercenters to fulfill customer demand. Superhubs are generally replenished from distribution centers multiple times per week. As of February 1, 2014, we operated 53 Superhubs within existing Supercenters, with plans to convert an additional 10 Superhubs in fiscal 2014. These Superhubs, including our additional conversions in 2014, will provide approximately 550 of our stores with an expanded auto parts assortment. We also maintain one free standing tire hub warehouse in the Philadelphia market that offers an expanded assortment of tires and batteries for same day delivery to our stores in order to satisfy customer demand directly rather than from tire distributors. In fiscal 2014, we have plans to test three additional tire hubs within existing Supercenters.

SUPPLIERS

        During fiscal 2013, our ten largest suppliers accounted for approximately 45% of the merchandise purchased. Only one of our suppliers accounted for more than 10% of our purchases. We have one long-term contract under which we are required to purchase merchandise. We believe that the relationships that we have established with our suppliers are generally good.

        In the past, we have not experienced difficulty in obtaining satisfactory sources of supply and we believe that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in our stores.

COMPETITION

        We operate in a highly competitive environment. We encounter competition from national and regional chains, automotive dealerships and from local independent service providers and merchants. Our competitors include general, full range and discount department stores and online retailers which carry automotive parts and accessories and/or have automotive service centers, as well as specialized automotive retailers. Generally, the specialized automotive retailers focus on either DIFM or DIY. We believe that our operation in both DIFM and DIY differentiates us from most of our competitors. However, certain competitors are larger in terms of sales volume and/or number of stores. Therefore, these competitors have access to greater capital and management resources and have either been operating longer or have more stores in particular geographic areas. The principal methods of competition in our industry include store location, customer service, product offerings, quality and price.

REGULATION

        We are subject to various federal, state and local laws and governmental regulations relating to the operation of our business, including those governing the handling, storage and disposal of hazardous substances contained in the products that we sell and use in our service bays, the recycling of batteries, tires and used lubricants, the sale of small engine merchandise and the ownership and operation of real property.

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EMPLOYEES

        At February 1, 2014, the Company employed 18,914 persons as follows:

Description	Full-time		%		Part-time		%		Total		%
Retail		4,045		29.1		3,108		61.6		7,153		37.8
Service center		8,404		60.6		1,863		37.0		10,267		54.3
Store total		12,449		89.7		4,971		98.6		17,420		92.1
Warehouses		584		4.2		63		1.3		647		3.4
Offices		841		6.1		6		0.1		847		4.5
Total employees		13,874		100.0		5,040		100.0		18,914		100.0

        We had no union employees as of February 1, 2014. At February 2, 2013, we employed 13,886 full-time and 5,555 part-time employees.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained herein, including in "Item 1 Business" and "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations", constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "guidance", "expect", "anticipate", "estimates", "targets", "forecasts" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include management's expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. Our actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond our control, including the strength of the national and regional economies, retail and commercial consumers' ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of our stores, competitive pricing, the location and number of competitors' stores, product and labor costs and the additional factors described in our filings with the Securities and Exchange Commission ("SEC"). See "Item 1A Risk Factors." Forward-looking statements speak only as of the date they are made. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

SEC REPORTING

        We electronically file certain documents with, or furnish such documents to, the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, along with any related amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. From time-to-time, we may also file registration and related statements pertaining to equity or debt offerings. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file or furnish documents electronically with the SEC. All our filings can be accessed through the Securities and Exchange Commission website at www.sec.gov and searching with our ticker symbol "PBY".

        We provide free electronic access to our annual, quarterly and current reports (and all amendments to these reports) on our Internet website, www.pepboys.com, under the Investor Relations/Financial Information/SEC Filings link. These reports are available on our website as soon as

8

reasonably practicable after we electronically file or furnish such materials with or to the SEC. Information on our website does not constitute part of this Annual Report, and any references to our website herein are intended as inactive textual references only.

        Copies of our SEC reports are also available free of charge. Please call our investor relations department at 215-430-9105 or write Pep Boys, Investor Relations, 3111 West Allegheny Avenue, Philadelphia, PA 19132 to request copies.

EXECUTIVE OFFICERS OF THE COMPANY

        The following table indicates the name, age, tenure with the Company and position (together with the year of election to such position) of the executive officers of the Company:

Name	Age		Tenure with Company as of April 2014	Position with the Company and Date of Election to Position
Michael R. Odell		50	7 years	President & Chief Executive Officer since June 2010
David R. Stern		47	2 years	Executive Vice President—Chief Financial Officer since September 2012
Christopher J. Adams		46	1 year	Senior Vice President—Store Operations since March 2013
Thomas J. Carey		56	2 years	Senior Vice President—Chief Customer Officer since August 2012
Joseph A. Cirelli		55	37 years	Senior Vice President—Business Development since November 2007
James F. Flanagan		53	7 months	Senior Vice President—Chief Human Resources Officer since August 2013
John J. Kelly		56	1 month	Senior Vice President—Merchandising since March 2014
Brian D. Zuckerman		44	15 years	Senior Vice President—General Counsel & Secretary since March 2009

        Michael R. Odell was named Chief Executive Officer on September 22, 2008, after serving as Interim Chief Executive Officer since April 23, 2008. Mr. Odell received the additional title of President on June 17, 2010. Mr. Odell joined Pep Boys in September 2007 as Executive Vice President—Chief Operating Officer, after having most recently served as the Executive Vice President and General Manager of Sears Retail & Specialty Stores. Mr. Odell joined Sears in its finance department in 1994 where he served until he joined Sears operations team in 1998. There he served in various executive operations positions of increasing seniority, including as Vice President, Stores—Sears Automotive Group.

        David R. Stern joined Pep Boys in September 2012 after having most recently served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of A.C. Moore Arts and Crafts. From 2007 until 2009, Mr. Stern held roles at Coldwater Creek, including Vice President, Financial Planning and Analysis and Corporate Controller. From 2000 to 2007, Mr. Stern was the Chief Financial Officer of Petro Services. Mr. Stern began his career as an internal auditor and gained experience as a financial analyst, accounting manager and corporate controller at several companies, including Delhaize America, before joining Petro Services.

        Christopher J. Adams joined Pep Boys in March 2013 after having most recently served as Chief Operating Officer of CarGroup Holdings LLC d/b/a webuyanycar.com since November 2010. From July 2008 to September 2010, Mr. Adams served as Chief Operating Officer of The BabyPlus Company, a manufacturer and distributor of a prenatal education system. From November 2006 to July 2008, Mr. Adams served as Chief Operating Officer of Holland Partners, a developer and manager of

9

multifamily communities. Mr. Adams began his career at Enterprise Rent-A-Car in September 1989 where through July 2006 he progressed from a management trainee to become one of the executives selected to open up and lead Enterprise's U.K. operations.

        Thomas J. Carey joined Pep Boys in August 2012 after having most recently served as Senior Vice President and Chief Marketing Officer for Orchard Supply Hardware Stores. From March 2003 to June 2007, Mr. Carey served as Senior Vice President, Chief Marketing Officer, of West Marine, Inc. Prior to joining West Marine, Mr. Carey served in various marketing leadership positions of increasing seniority with several national retailers, including Sunglass Hut, Bloomingdale's and Builders Square. Mr. Carey also has agency experience with, among others, Ogilvy & Mather and Young & Rubicam.

        Joseph A. Cirelli was named Senior Vice President—Corporate Development in November 2007. Since March 1977, Mr. Cirelli has served the Company in positions of increasing seniority, including Senior Vice President—Service, Vice President—Real Estate and Development, Vice President—Operations Administration, and Vice President—Customer Satisfaction.

        James F. Flanagan joined Pep Boys in August 2013 after having most recently served as the Senior Vice President of Human Resources for Procurian, a comprehensive procurement solution company. From 2004 to 2012, Mr. Flanagan served as Executive President, Human Resources of GSI Commerce. Mr. Flanagan's 20+ years of human resources leadership experience also included positions at Starbucks, Starwood Hotels, Sheraton Hotels, Bank of America and homegrocer.com. Mr. Flanagan began his career as a labor and employment attorney.

        John J. Kelly joined Pep Boys in March 2014 after having most recently served as President of Decible, a start-up electronics joint-venture, since June 2013. From April 2009 to May 2013, Mr. Kelly served as Vice President of Home Merchandising of QVC. Prior to joining QVC, Mr. Kelly served as Chief Merchandising Officer of Circuit City Stores. Mr. Kelly's 30+ years of merchandising leadership experience also included positions at Sharp Electronics and Macy's.

        Brian D. Zuckerman was named Senior Vice President—General Counsel & Secretary on March 1, 2009 after having most recently served as Vice President—General Counsel & Secretary since 2003. Mr. Zuckerman joined the Company as a staff attorney in 1999. Prior to joining Pep Boys, Mr. Zuckerman practiced corporate and securities law with two firms in Philadelphia.

        Each of the executive officers serves at the pleasure of the Board of Directors of the Company.

ITEM 1A    RISK FACTORS

        The following section discloses all known material risks that we face. However, it does not include risks that may arise in the future that are yet unknown nor existing risks that we do not judge material to the presentation of our financial statements. If any of the events or circumstances described as risk below actually occurs, our business, results of operations and/or financial condition could be materially and adversely affected.

Risks Related to Pep Boys

         We may not be able to successfully implement our business strategy, which could adversely affect our business, financial condition, results of operations and cash flows.

        Our long-term strategic plan, which we update annually, includes numerous initiatives including our "Road Ahead" remodels and store growth programs to increase sales, enhance our margins and increase our return on invested capital in order to increase our earnings and cash flow. If these initiatives are unsuccessful, or if we are unable to implement the initiatives efficiently and effectively, our business, financial condition, results of operations and cash flows could be adversely affected.

10

        Successful implementation of our business strategy also depends on factors specific to the automotive aftermarket industry, many of which may be beyond our control (see "Risks Related to Our Industry").

         If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations.

        We require significant capital to fund our business. While we believe we have the ability to sufficiently fund our planned operations and capital expenditures for the next fiscal year, circumstances could arise that would materially affect our liquidity. For example, cash flows from our operations could be affected by changes in consumer spending habits or the failure to maintain favorable supplier payment terms or our inability to successfully implement sales growth initiatives. We may be unsuccessful in securing alternative financing when needed, on terms that we consider acceptable, or at all.

        The degree to which we are leveraged could have important consequences on investments in our securities, including the following risks:

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired in the future;

•

a substantial portion of our cash flow from operations must be dedicated to the payment of rent and the principal and interest on our debt, thereby reducing the funds available for other purposes;

•

our failure to comply with financial and operating restrictions placed on us and our subsidiaries by our credit facilities could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or our prospects; and

•

if we are substantially more leveraged than some of our competitors, we might be at a competitive disadvantage to those competitors that have lower debt service obligations and significantly greater operating and financial flexibility than we do.

         We depend on our relationships with our suppliers and a disruption of these relationships or of our suppliers' operations could have a material adverse effect on our business and results of operations.

        Our business depends on developing and maintaining productive relationships with our suppliers. Many factors outside our control may harm these relationships. For example, financial difficulties that some of our suppliers may face could increase the cost of the products we purchase from them or might interrupt our source of supply. In addition, our failure to promptly pay or order sufficient quantities of inventory from our suppliers may increase the cost of products we purchase or could lead to suppliers refusing to sell products to us at all.

        A disruption of our supplier relationships or a disruption in our suppliers' operations could have a material adverse effect on our business and results of operations.

         We depend on our senior management team and our other personnel, and we face substantial competition for qualified personnel.

        Our success depends in part on the efforts of our senior management team. Our continued success will also depend on our ability to retain existing, and attract additional, qualified field personnel to meet our needs. We face substantial competition, both from within and outside of the automotive aftermarket, to retain and attract qualified personnel. In addition, we believe that the number of qualified automotive service technicians in the industry is generally insufficient to meet demand.

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         We are subject to environmental laws and may be subject to environmental liabilities that could have a material adverse effect on us in the future.

        We are subject to various federal, state and local environmental laws and governmental regulations relating to the operation of our business, including those governing the handling, storage and disposal of hazardous substances contained in the products we sell and use in our service bays, the recycling of batteries, tires and used lubricants, the ownership and operation of real property and the sale of small engine merchandise. When we acquire or dispose of real property or enter into financings secured by real property, we undertake investigations that may reveal soil and/or groundwater contamination at the subject real property. All such known contamination has either been remediated, or is in the process of being remediated. Any costs expected to be incurred related to such contamination are either covered by insurance or financial reserves provided for in the consolidated financial statements. However, there exists the possibility of additional soil and/or groundwater contamination on our real property where we have not undertaken an investigation. A failure by us to comply with environmental laws and regulations could have a material adverse effect on us.

         A breach of our security could compromise customer, employee or Company information and could harm our reputation, lead to substantial additional costs, or possible litigation.

        In the course of business, personal information about our customers and employees is stored both electronically and physically. We have taken reasonable and appropriate steps to safeguard this information. If this information is compromised, however, our reputation could be damaged resulting in lost business, we could incur additional costs in remediating the issue, or we could face possible regulatory action. The regulatory environment related to information security and privacy is constantly evolving, and compliance with those requirements could result in additional costs. There is no guarantee that the procedures we have implemented are adequate to safeguard all confidential information, and a breach of this information could potentially have a negative impact on our results of operations and financial condition.

         Business interruptions may negatively impact our store hours, operability of our computer systems and the availability and cost of merchandise which may adversely impact our sales and profitability.

        War or acts of terrorism, hurricanes, tornadoes, earthquakes or other natural disasters, or the threat of any of these calamities or others, may have a negative impact on our ability to obtain merchandise to sell in our stores, result in certain of our stores being closed for an extended period of time, negatively affect the lives of our customers or associates, or otherwise negatively impact our operations. Some of our merchandise is imported from other countries. If imported goods become difficult or impossible to import into the United States, and if we cannot obtain such merchandise from other sources at similar costs, our sales and profit margins may be negatively affected.

        In the event that commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have difficulty receiving merchandise from our suppliers and shipping it to our stores.

        Terrorist attacks, war in the Middle East, or insurrection involving any oil producing country would likely result in an abrupt increase in the price of crude oil, gasoline, diesel fuel and other types of energy. Such price increases would increase the cost of doing business for us and our suppliers, and also would negatively impact our customers' disposable income and have an adverse impact on our business, sales, profit margins and results of operations.

        We rely extensively on our computer systems and the systems of our business partners to manage inventory, process transactions and report results. Any such systems are subject to damage or interruption from power outages, telecommunication failures, computer viruses, security breaches and catastrophic events. If our computer systems or those of our business partners fail we may experience

12

loss of critical data and interruptions or delays in our ability to process transactions and manage inventory. Any such loss, if widespread or extended, could adversely affect the operation of our business and our results of operations.

Risks Related to Our Industry

         Our industry is highly competitive, and price competition in some segments of the automotive aftermarket, or a loss of trust in our participation in the "do-it-for-me" market, could cause a material decline in our revenues and earnings.

        The automotive aftermarket retail and service industry is highly competitive and subjects us to a wide variety of competitors. We compete primarily with the following types of businesses in each segment of the automotive aftermarket:

Retail

Do-It-Yourself

•

automotive parts and accessories stores;

•

automobile dealers that supply manufacturer replacement parts and accessories;

•

mass merchandisers and wholesale clubs that sell automotive products and select non-automotive merchandise that appeals to automotive "Do-It-Yourself" customers, such as generators, power tools and canopies; and

•

online retailers

Commercial

•

mass merchandisers, wholesalers and jobbers (some of which are associated with national parts distributors or associations).

Service

Do-It-For-Me

•

regional and local full service automotive repair shops;

•

automobile dealers that provide repair and maintenance services;

•

national and regional (including franchised) tire retailers that provide additional automotive repair and maintenance services; and

•

national and regional (including franchised) specialized automotive (such as oil change, brake and transmission) repair facilities that provide additional automotive repair and maintenance services.

Tires

•

national and regional (including franchised) tire retailers; and

•

mass merchandisers and wholesale clubs that sell tires.

        A number of our competitors have more financial resources, are more geographically diverse, have a higher geographic market concentration or have better name recognition than we do, which might place us at a competitive disadvantage to those competitors. Because we seek to offer competitive prices, if our competitors reduce their prices we may also be forced to reduce our prices, which could cause a material decline in our revenues and earnings.

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        With respect to the service labor category, the majority of consumers are unfamiliar with their vehicle's mechanical operation and, as a result, often select a service provider based on trust. Potential occurrences of negative publicity associated with the Pep Boys brand, the products we sell or installation or repairs performed in our service bays, whether or not factually accurate, could cause consumers to lose confidence in our products and services in the short or long term, and cause them to choose our competitors for their automotive service needs.

         Vehicle miles driven may decrease, resulting in a decline of our revenues and negatively affect our results of operations.

        Our industry is significantly influenced by the number of vehicle miles driven. Factors that may cause the number of vehicle miles and our revenues and our results of operations to decrease include:

•

the weather—as vehicle maintenance may be deferred during periods of inclement weather;

•

the economy—as during periods of poor economic conditions, customers may defer vehicle maintenance or repair and drive less due to unemployment, and during periods of good economic conditions, consumers may opt to purchase new vehicles rather than service the vehicles they currently own and replace worn or damaged parts;

•

gas prices—as increases in gas prices may deter consumers from using their vehicles; and

•

travel patterns—as changes in travel patterns may cause consumers to rely more heavily on mass transportation.

         Economic factors affecting consumer spending habits may continue, resulting in a decline in revenues and could negatively impact our business.

        Many economic and other factors outside our control, including consumer confidence, consumer spending levels, employment levels, consumer debt levels and inflation, as well as the availability of consumer credit, affect consumer spending habits. A significant deterioration in the global financial markets and economic environment, recessions or an uncertain economic outlook could adversely affect consumer spending habits and result in lower levels of economic activity. The domestic and international political situation also affects consumer confidence. Any of these events and factors could cause consumers to curtail spending, especially with respect to our more discretionary merchandise offerings, such as automotive accessories, tools and personal transportation products.

        During fiscal 2009, there was significant deterioration in the global financial markets and economic environment, which negatively impacted consumer spending and our revenues. While the economic climate improved somewhat in fiscal 2012, consumer spending has not returned to pre-recession levels. If the economy does not continue to strengthen, or if our efforts to counteract the impacts of these trends are not sufficiently effective, our revenues could decline, negatively affecting our results of operations.

         Consolidation among our competitors may negatively impact our business.

        Our industry has experienced consolidation over time. If this trend continues or if our competitors are able to achieve efficiencies in their mergers, the Company may face greater competitive pressures in the markets in which we operate.

ITEM 1B    UNRESOLVED STAFF COMMENTS

        None.

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ITEM 2    PROPERTIES

        The Company owns its five-story, approximately 300,000 square foot corporate headquarters in Philadelphia, Pennsylvania. The Company also owns the following administrative regional offices—approximately 4,000 square feet of space in each of Melrose Park, Illinois and Bayamon, Puerto Rico. The Company leases an administrative regional office of approximately 3,500 square feet in Los Angeles, California.

        Of the 799 store locations operated by the Company at February 1, 2014, 228 are owned and 571 are leased. As of February 1, 2014, 142 of the 228 stores owned by the Company are currently used as collateral under our Senior Secured Term Loan, due October 2018.

        The following table sets forth certain information regarding the owned and leased warehouse space utilized by the Company to replenish its store locations at February 1, 2014:

Warehouse Locations	Products Warehoused	Approximate Square Footage		Owned or Leased	Stores Serviced		States Serviced
San Bernardino, CA	All		600,000	Leased		196	AZ, CA, NV, UT, WA
McDonough, GA	All		392,000	Owned		244	AL, FL, GA, LA, NC, PR, SC, TN
Mesquite, TX	All		244,000	Owned		82	AR, CO, LA, MO, NM, OK, TX
Plainfield, IN	All		403,000	Owned		80	IL, IN, KY, MI, MN, OH, PA
Chester, NY	All		402,000	Owned		197	CT, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VA
Philadelphia, PA	Tires & Batteries		74,000	Leased		70	DE, NJ, PA, VA, MD
Total			2,115,000

        The Company anticipates that its existing and future warehouse space and its access to outside storage will accommodate inventory necessary to support future store expansion and any increase in SKUs through the end of fiscal 2014.

ITEM 3    LEGAL PROCEEDINGS

        The Company is party to a consent decree, effective July 15, 2010, with the United States Environmental Protection Agency ("EPA") that, among other things, required the Company to implement a formal compliance program with respect to certain small gasoline engine merchandise sold by the Company. In the fourth quarter of fiscal 2013, the EPA alleged, in writing, that the Company had violated certain inspection, testing and reporting requirements of the Consent Decree and made an aggregated stipulated penalty demand of $2.3 million as a result thereof. The Company is currently engaged in settlement negotiations with the EPA with respect thereto. The Company has accrued an amount that it believes is sufficient to resolve those violations for which it believes it is liable. If the Company is unable to resolve all of the violations with the EPA through its settlement negotiations, the Company intends to invoke formal dispute resolution procedures with the EPA under the terms of the Consent Decree.

        The Company is also party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss will be material to the Company's financial position, any such loss could have a material adverse effect on the Company's results of operations in the period(s) during which the underlying matters are resolved.

ITEM 4    MINE SAFETY DISCLOSURES

        Not applicable.

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PART II

ITEM 5    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        The common stock of The Pep Boys—Manny, Moe & Jack is listed on the New York Stock Exchange under the symbol "PBY." There were 3,935 registered shareholders as of April 5, 2014. Since January 29, 2012 we have not paid a dividend on our common stock. The following table sets forth for the periods listed, the high and low sale prices of the Company's common stock, as reported by the New York Stock Exchange:

	Market Price Per Share
	High		Low
Fiscal 2013
Fourth quarter	$	13.86	$	11.36
Third quarter		13.05		11.01
Second quarter		12.94		11.14
First quarter		12.14		10.29
Fiscal 2012
Fourth quarter	$	11.16	$	9.48
Third quarter		10.57		8.76
Second quarter		14.93		8.67
First quarter		15.46		14.90

        On December 12, 2012, the Company's Board of Directors authorized a program to repurchase up to $50.0 million of the Company's common stock to be made from time to time in the open market or in privately negotiated transactions, with no expiration date.

        The Company repurchased 238,000 shares of common stock for $2.8 million in Fiscal 2013. There were no shares repurchased in the fourth quarter of 2013. The Company repurchased 35,000 shares of common stock for $0.3 million in Fiscal 2012 and no shares were repurchased in Fiscal 2011. The repurchased shares are included in the Company's treasury stock.

EQUITY COMPENSATION PLANS

        The following table sets forth the Company's shares authorized for issuance under its equity compensation plans at February 1, 2014:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column (a))
Equity compensation plans approved by security holders		2,738,100	$	5.26		2,831,084

        The Company maintains an Employee Stock Purchase Plan with an authorized aggregate share limit of 2,000,000 shares of Pep Boys' Common Stock. Eligible employees can elect to have up to 10 percent of compensation deducted for purchase of Company stock at a discount under the Plan. For fiscal 2013, 2012, and 2011, respectively, the total number of shares sold to employees was 62,547; 39,552; and 20,963. As of February 1, 2014, the total remaining for purchase was 1,875,753 shares.

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STOCK PRICE PERFORMANCE

        The following graph compares the cumulative total return on shares of Pep Boys stock over the past five years with the cumulative total return on shares of companies in (1) the Standard & Poor's SmallCap 600 Index, (2) the S&P 600 Automotive Retail Index and (3) an index of peer and comparable companies as determined by the Company. The comparison assumes that $100 was invested in January 2009 in Pep Boys Stock and in each of the indices and assumes reinvestment of dividends. The S&P 600 Automotive Retail Index consists of companies in the S&P SmallCap 600 index that meet the definition of the automotive retail classification, and is currently comprised of: Group 1 Automotive, Inc.; Lithia Motors, Inc.; Monro Muffler Brake, Inc.; Sonic Automotive, Inc.; and The Pep Boys—Manny, Moe & Jack. The companies currently comprising the Peer Group are: Aaron's, Inc.; Advance Auto Parts, Inc.; AutoZone, Inc.; Big 5 Sporting Goods Corp.; Cabelas, Inc.; Conn's, Inc.; Dick's Sporting Goods, Inc.; HHGregg, Inc.; Midas, Inc. (included through FYE 2012); Monro Muffler Brake, Inc.; O'Reilly Automotive, Inc.; PetSmart, Inc.; RadioShack Corp.; Rent-A-Center, Inc.; Tractor Supply Co.; West Marine, Inc.

Company/Index	Jan. 2009		Jan. 2010		Jan. 2011		Jan. 2012		Jan. 2013		Jan. 2014
Pep Boys	$	100.00	$	293.18	$	496.44	$	433.48	$	395.08	$	428.45
S&P SmallCap 600 Index		100.00		138.97		180.75		196.79		228.32		290.04
Peer Group		100.00		135.79		203.21		267.11		305.86		388.99
S&P 600 Automotive Retail Index		100.00		277.11		396.02		506.34		612.87		698.89

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ITEM 6    SELECTED FINANCIAL DATA

        The following tables set forth the selected financial data for the Company and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein.

Fiscal Year Ended	Feb. 1, 2014 (52 weeks)			Feb. 2, 2013 (53 weeks)			Jan. 28, 2012 (52 weeks)			Jan. 29, 2011 (52 weeks)			Jan. 30, 2010 (52 weeks)
	(dollar amounts are in thousands, except per share data)
STATEMENT OF OPERATIONS DATA
Merchandise sales	$	1,608,697		$	1,643,948		$	1,642,757		$	1,598,168		$	1,533,619
Service revenue		457,871			446,782			420,870			390,473			377,319
Total revenues		2,066,568			2,090,730			2,063,627			1,988,641			1,910,938
Costs of merchandise sales		1,108,359			1,159,994			1,154,322			1,110,380			1,084,804
Cost of service revenue		470,832			439,236			399,776			355,909			340,027
Gross profit from merchandise sales(10)		500,338	(1)		483,954	(3)		488,435	(5)		487,788	(7)		448,815	(8)
Gross (loss) profit from service revenue(10)		(12,961	)(1)		7,546	(3)		21,094	(5)		34,564	(7)		37,292	(8)
Total gross profit		487,377	(1)		491,500	(3)		509,529	(5)		522,352	(7)		486,107	(8)
Selling, general and administrative expenses		464,852			463,416			443,986			442,239			430,261
Pension settlement expense		—			17,753			—			—			—
Net (loss) gain from disposition of assets		(227	)		1,323			27			2,467			1,213
Operating profit		22,298			11,654			65,570			82,580			57,059
Merger termination fees, net		—			42,816	(2)		—			—			—
Non-operating income		1,789			2,012			2,324			2,609			2,261
Interest expense		14,797			33,982	(4)		26,306			26,745			21,704	(9)
Earnings from continuing operations before income taxes and discontinued operations		9,290			22,500			41,588			58,444			37,616
Income tax expense		2,237			9,345			12,460	(6)		21,273	(6)		13,503
Earnings from continuing operations before discontinued operations		7,053			13,155			29,128			37,171			24,113
Discontinued operations, net of tax		(188	)		(345	)		(225	)		(540	)		(1,077	)(8)
Net earnings		6,865			12,810			28,903			36,631			23,036
BALANCE SHEET DATA
Working capital	$	131,029		$	126,505		$	166,627		$	203,367		$	205,525
Current ratio		1.19 to 1			1.18 to 1			1.27 to 1			1.36 to 1			1.40 to 1
Merchandise inventories	$	672,354		$	641,208		$	614,136		$	564,402		$	559,118
Property and equipment-net	$	625,525		$	657,270		$	696,339		$	700,981		$	706,450
Total assets	$	1,605,481		$	1,603,949		$	1,633,779		$	1,556,672		$	1,499,086
Long-term debt, excluding current maturities	$	199,500		$	198,000		$	294,043		$	295,122		$	306,201
Total stockholders' equity	$	548,065		$	537,572		$	504,329		$	478,460		$	443,295
DATA PER COMMON SHARE
Basic earnings from continuing operations before discontinued operations	$	0.13		$	0.25		$	0.55		$	0.71		$	0.46
Basic earnings		0.13			0.24			0.54			0.70			0.44
Diluted earnings from continuing operations before discontinued operations		0.13			0.24			0.54			0.70			0.46
Diluted earnings		0.13			0.24			0.54			0.69			0.44
Cash dividends declared		—			—			0.12			0.12			0.12
Book value		10.30			10.12			9.56			9.10			8.46
Common share price range:
High		13.86			15.46			14.70			15.96			10.83
Low		10.29			8.67			8.18			7.86			2.76
OTHER STATISTICS
Return on average stockholders' equity(11)		1.3	%		2.4	%		5.8	%		7.9	%		5.3	%
Common shares issued and outstanding		53,198,169			53,125,743			52,753,719			52,585,131			52,392,967
Capital expenditures	$	53,982		$	54,696		$	74,746		$	70,252		$	43,214
Number of stores		799			758			738			621			587
Number of service bays		7,520			7,303			7,182			6,259			6,027

⁽¹⁾

Includes an aggregate pretax charge of $7.7 million for asset impairment, of which $2.4 million was charged to merchandise cost of sales, $5.3 million was charged to service cost of sales.

⁽²⁾

In fiscal 2012, we recorded settlement proceeds, net of merger related costs of $42.8 million, resulting from the termination of the "go private" transaction.

18

⁽³⁾

Includes an aggregate pretax charge of $10.6 million for asset impairment, of which $5.1 million was charged to merchandise cost of sales, $5.5 million was charged to service cost of sales.

⁽⁴⁾

Includes $11.2 million of fees associated with debt refinancing.

⁽⁵⁾

Includes an aggregate pretax charge of $1.6 million for asset impairment, of which $0.6 million was charged to merchandise cost of sales, $1.0 million was charged to service cost of sales.

⁽⁶⁾

Includes a tax benefit of $3.6 million and $2.2 million in Fiscal 2011 and Fiscal 2010, respectively, due to the release of valuation allowances on state net operating loss carryforwards and credits.

⁽⁷⁾

Includes a pretax benefit of $5.9 million due to the reduction in reserve for excess inventory which reduced merchandise cost of sales and an aggregate pretax charge of $1.0 million for asset impairment, of which $0.8 million was charged to merchandise cost of sales and $0.2 million was charged to service cost of sales.

⁽⁸⁾

Includes an aggregate pretax charge of $3.1 million for asset impairment, of which $2.2 million was charged to merchandise cost of sales, $0.7 million was charged to service cost of sales and $0.2 million (pretax) was charged to discontinued operations.

⁽⁹⁾

Includes a gain from debt retirement of $6.2 million.

⁽¹⁰⁾

Gross profit from merchandise sales includes the cost of products sold, buying, warehousing and store occupancy costs. Gross profit from service revenue includes the cost of installed products sold, buying, warehousing, service payroll and related employee benefits and occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses. Our gross profit may not be comparable to those of our competitors due to differences in industry practice regarding the classification of certain costs.

⁽¹¹⁾

Return on average stockholders' equity is calculated by dividing net earnings (loss) for the period by average stockholders' equity for the year.

ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        The following discussion and analysis explains the results of our operations for fiscal 2013 and 2012 and developments affecting our financial condition as of February 1, 2014. This discussion and analysis below should be read in conjunction with Item 6 "Selected Consolidated Financial Data," and our consolidated financial statements and the notes included elsewhere in this report. The discussion and analysis contains "forward looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward looking statements include management's expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Actual results may differ materially from the results discussed in the forward looking statements due to a number of factors beyond our control, including those set forth under the section entitled "Item 1A Risk Factors" elsewhere in this report.

Introduction

        The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") has been the best place to shop and care for your car since it began operations in 1921. Approximately 19,000 associates are focused on delivering the best customer service in the automotive aftermarket to our customers across our nearly 800 locations located throughout the United States and Puerto Rico. Pep Boys satisfies all of a customer's automotive needs through our unique offering of service, tires, parts and accessories.

        Our stores are organized into a hub and spoke network consisting of Supercenters and Service & Tire Centers. Supercenters average approximately 20,000 square feet (our new Supercenter format is approximately 14,000 square feet) and combine do-it-for-me service labor, installed merchandise and tire offerings ("DIFM") with do-it-yourself parts and accessories ("DIY"). Most of our Supercenters

19

also have a commercial sales program that delivers parts, tires and equipment to automotive repair shops and dealers. Service & Tire Centers, which average approximately 5,000 square feet, provide DIFM services in neighborhood locations that are conveniently located where our customers live or work. Service & Tire Centers are designed to capture market share and leverage our existing Supercenters and support infrastructure. We also operate a handful of legacy DIY only Pep Express stores.

        In fiscal 2013, we opened or acquired 40 new Service & Tire Centers and seven new Supercenters and converted two Supercenters into Service & Tire Centers. We also closed two Service & Tire Centers and four Supercenters. As of February 1, 2014, we operated 568 Supercenters, 225 Service & Tire Centers and six Pep Express stores located in 35 states and Puerto Rico.

EXECUTIVE SUMMARY

        Net earnings for fiscal 2013 were $6.9 million, or $0.13 per share, as compared to $12.8 million, or $0.24 per share, reported for fiscal 2012. Excluding certain unusual items, the year over year profitability remained relatively flat as a decrease in total gross profit (due to 52 weeks of sales in fiscal 2013 versus 53 weeks in fiscal 2012) and higher selling, general and administrative expenses were offset by reduced interest expense.

        Excluding the fifty-third week in 2012, total revenues increased by 0.6%, or $11.9 million, as compared to the same period in the prior year due to increased contribution from our non-comparable store locations partially offset by a 1.3% decline in comparable store sales (sales generated by locations in operation during the same period of the prior year). This decrease in comparable store sales was comprised of a 1.6% increase in comparable store service revenue offset by a 2.1% decrease in comparable store merchandise sales.

        We believe that the industry fundamentals of increasing vehicle complexity and customer preference for DIFM remain solid over the long-term resulting in consistent demand for maintenance and repair services. Consistent with this long-term trend, we have adopted a long-term strategy of growing our automotive service business, while maintaining our DIY customer base by offering the newest and broadest product assortment in the automotive aftermarket.

        In the short-term, however, various factors within the economy affect both our customers and our industry, including the impact of the recent recession, continued high unemployment/underemployment and the restoration of payroll taxes to previous levels. Another macroeconomic factor affecting our customers and our industry is gasoline prices. Gasoline prices have not only increased to historical highs in recent years, but have also experienced significant spikes in prices during each year. We believe that these gasoline price trends challenge our customer's spending relative to discretionary and deferrable purchases. In addition, gasoline prices impact miles driven which, in turn, impact sales of our services and non-discretionary products. Recently, gasoline prices have been declining which should increase miles driven. We are encouraged that during calendar year 2013, miles driven, which favorably impacts sales of our services and non-discretionary products, grew 0.6%. However, given the nature of these macroeconomic factors, we cannot predict whether or for how long these trends may continue, nor can we predict to what degree these trends will affect us in the future.

        Our primary response to fluctuations in customer demand is to adjust our product assortment, store staffing and advertising messages. We work continuously to make it easy for customers to choose us to do it for them and to expand our online efforts to make Pep Boys the most convenient place to shop for all of their automotive needs. As a result, sales from service appointments made online, tires purchased on-line and installed in our service bays and products purchased online for store pick up or home delivery grew 142% in fiscal 2013. In addition, our more focused customer-centered strategy to ensure that Pep Boys is the best place to shop and care for your car is beginning to take hold. In fiscal 2013, it led to increased customer traffic in our service center line of business. We are optimistic that our efforts to build long lasting relationships with all of our customers, along with offering solutions for all of their automotive needs, will yield consistent sales growth in all lines of business.

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        For fiscal 2013 and beyond, we focused our efforts on ensuring that Pep Boys is the best place to shop and care for your car and have moved our entire business model towards a more focused customer centered strategy. See "ITEM 1 BUSINESS—BUSINESS STRATEGY."

RESULTS OF OPERATIONS

        The following discussion explains the material changes in our results of operations for the years ended February 1, 2014, February 2, 2013 and January 28, 2012.

Analysis of Statement of Operations

        The following table presents, for the periods indicated, certain items in the consolidated statements of operations as a percentage of total revenues (except as otherwise provided) and the percentage change in dollar amounts of such items compared to the indicated prior period. Percentage changes are reflected as favorable or (unfavorable).

	Percentage of Total Revenues									Percentage Change
Year ended	Feb 1, 2014 (Fiscal 2013)			Feb 2, 2013 (Fiscal 2012)			Jan 28, 2012 (Fiscal 2011)			Fiscal 2013 vs. Fiscal 2012			Fiscal 2012 vs. Fiscal 2011
Merchandise sales		77.8	%		78.6	%		79.6	%		(2.1	)%		0.1	%
Service revenue(1)		22.2			21.4			20.4			2.5			6.2
Total revenues		100.0			100.0			100.0			(1.2	)		1.3
Costs of merchandise sales(2)		68.9	(3)		70.6	(3)		70.3	(3)		4.5			(0.5	)
Costs of service revenue(2)		102.8	(3)		98.3	(3)		95.0	(3)		(7.2	)		(9.9	)
Total costs of revenues		76.4			76.5			75.3			1.3			(2.9	)
Gross profit from merchandise sales		31.1	(3)		29.4	(3)		29.7	(3)		3.4			(0.9	)
Gross (loss) profit from service revenue		(2.8	)(3)		1.7	(3)		5.0	(3)		(271.8	)		(64.2	)
Total gross profit		23.6			23.5			24.7			(0.8	)		(3.5	)
Selling, general and administrative expenses		22.5			22.2			21.5			(0.3	)		(4.4	)
Pension settlement expense		—			0.9			—			100.0			(100.0	)
Net (loss) gain from disposition of assets		—			0.1			—			(117.2	)		4772.6
Operating profit		1.1			0.6			3.2			91.3			(82.2	)
Merger termination fees, net		—			2.1			—			(100.0	)		100.0
Non-operating income		0.1			0.1			0.1			(11.1	)		(13.5	)
Interest expense		0.7			1.6			1.3			56.5			(29.2	)
Earnings from continuing operations before income taxes		0.5			1.1			2.0			(58.7	)		(45.9	)
Income tax expense		24.1	(4)		41.5	(4)		30.0	(4)		76.1			(25.0	)
Earnings from continuing operations		0.3			0.6			1.4			(46.4	)		(54.8	)
Discontinued operations, net of tax		—			—			—			45.5			53.0
Net earnings		0.3			0.6			1.4			(46.4	)		(55.7	)

⁽¹⁾

Service revenue consists of the labor charge for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials.

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⁽²⁾

Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

⁽³⁾

As a percentage of related sales or revenue, as applicable.

⁽⁴⁾

As a percentage of earnings from continuing operations before income taxes.

Fiscal 2013 vs. Fiscal 2012

        Total revenue for fiscal 2013 decreased by $24.2 million, or 1.2%, to $2,066.6 million from $2,090.7 million for fiscal 2012. Excluding the fifty-third week in 2012, total revenue increased by $11.9 million, or 0.6%, while comparable sales decreased 1.3%. The decrease in comparable store sales was comprised of a 1.6% comparable service revenue increase offset by a 2.1% comparable merchandise sales decline. The decrease in comparable merchandise sales was primarily due to lower tires, oil and refrigerant sales. While our total revenues are favorably impacted by the opening of new stores, a new store is not added to our comparable store sales until it reaches its 13th month of operation.

        Our total online sales are currently an immaterial portion of our total sales and comparable store sales. Customer online purchases that are picked up at our stores are included in our comparable store sales calculation. Customer online purchases that are delivered to customers' homes are not included in our comparable store sales.

        Total merchandise sales decreased 2.1%, or $35.3 million, to $1,608.7 million for fiscal 2013, compared to $1,643.9 million for fiscal 2012. Excluding the fifty-third week in 2012, total merchandise sales declined 0.5%, or $7.6 million, while comparable merchandise sales decreased by 2.1%, or $34.1 million. Our non-comparable stores contributed an additional $26.5 million of merchandise revenue in fiscal 2013. The decrease in comparable store merchandise sales was driven primarily by lower tire, oil and refrigerant sales.

        Total service revenue increased 2.5%, or $11.1 million, to $457.9 million for fiscal 2013 from $446.8 million for fiscal 2012. Excluding the fifty-third week in 2012, total service revenue increased 4.5%, or $19.6 million, while comparable service revenue increased by 1.6%, or $6.9 million. Our non-comparable store locations contributed an additional $12.7 million of service revenues in fiscal 2013. The increase in comparable store service revenue was primarily due to an increase in the average transaction amount per customer.

        In our retail business, we believe that the difficult macroeconomic conditions continue to impact our customers and led to the comparable store customer counts decline of 4.9%, while we experienced an increase in the average transaction amount per customer resulting from higher selling prices of 1.8%. In our service business, we believe that we experienced a slight increase in comparable store customer counts due to the strength of our service offering and our promotion of oil changes. However, this shift in service sales mix towards lower cost oil changes slightly reduced the average transaction amount per service customer.

        Total gross profit decreased by $4.1 million, or 0.8%, to $487.4 million for fiscal 2013 from $491.5 million for fiscal 2012. Total gross profit margin increased to 23.6% for fiscal 2013 from 23.5% for fiscal 2012. Total gross profit for fiscal 2013 and 2012 included an asset impairment charge of $7.7 million and $10.6 million, respectively. Excluding this item from both years, total gross profit margin remained relatively flat at 24.0%.

        Gross profit from merchandise sales increased by $16.4 million, or 3.4%, to $500.3 million for fiscal 2013 from $484.0 million for fiscal 2012. Gross profit margin from merchandise sales increased to

22

31.1% for fiscal 2013 from 29.4% in fiscal 2012. Gross profit from merchandise sales in fiscal 2013 and 2012 included an asset impairment charge of $2.3 million and $5.1 million, respectively. Excluding this item from both years, gross profit margin from merchandise sales improved to 31.3% in fiscal 2013 from 29.8% in the prior year. The improvement over the prior year was primarily due to improved product margins in tires, brakes, batteries and oil.

        Gross margin loss from service revenue for fiscal 2013 widened by $20.5 million to a loss of $13.0 million from profit of $7.5 million for fiscal 2012. In accordance with GAAP, service revenue is limited to labor sales (excludes any revenue from installed parts and materials) and costs of service revenues includes the fully loaded service center payroll and related employee benefits and service center occupancy costs (rents, utilities and building maintenance). Excluding impairment charges of $5.3 million and $5.4 million in fiscal 2013 and 2012, respectively, gross margin from service revenue decreased by 460 basis points to a 1.7% loss in fiscal 2013 from 2.9% profit in fiscal 2012. The decrease in service revenue gross profit margin was primarily due to higher payroll and related expense of 320 basis points and higher occupancy costs of 154 basis points (depreciation and rent).

        Selling, general and administrative expenses as a percentage of total revenues increased to 22.5% for fiscal year 2013 from 22.2% for fiscal 2012. Selling, general and administrative expenses for fiscal 2013 increased $1.4 million, or 0.3%, to $464.9 million from $463.4 million for fiscal 2012. The increase as a percentage of sales reflects de-leveraging of selling, general and administrative expenses through reduced sales in fiscal 2013(fiscal 2012 included 53 weeks).

        In the fourth quarter of fiscal 2012, in accordance with Internal Revenue Service and Pension Benefit Guaranty Corporation requirements, we contributed $14.1 million to fully fund our Defined Benefit Pension Plan on a termination basis and incurred a settlement charge of $17.8 million (see Note 13 to the Consolidated Financial Statements).

        In the fourth quarter of fiscal 2012, we sold our regional administration building in Los Angeles, CA, which resulted in a gain from disposition of assets, net of expenses, of $1.3 million.

        In the second quarter of fiscal 2012, we terminated our proposed "go private" transaction and recorded the settlement proceeds, net of merger related costs, of $42.8 million in the consolidated statement of operations and comprehensive income.

        Interest expense for fiscal 2013 was $14.8 million, a decrease of $19.2 million, from $34.0 million reported for fiscal 2012. Excluding refinancing costs of $0.4 million and $11.2 million in fiscal 2013 and 2012, respectively, interest declined by $8.4 million and reflects a lower interest rate on reduced total debt outstanding. In the third quarter of fiscal 2012, we refinanced our long term debt to reduce the amount outstanding by $95.1 million and in the fourth quarter of fiscal 2013, we further reduced the interest rate on our Senior Secured Term Loan by 75 basis points (See Note 5 to the Consolidated Financial Statements).

        Our income tax expense for fiscal 2013 was $2.2 million, or an effective rate of 24.1%, as compared to an expense of $9.3 million, or an effective rate of 41.5%, for fiscal 2012. The decrease in rate from period to period was primarily driven by a reduction in pre-tax income in relation to certain permanent tax items and tax credits. In addition, the rate was impacted by a change in foreign tax law enacted during fiscal 2013 and a favorable adjustment to deferred tax assets in our foreign operations.

        As a result of the foregoing, we had net earnings of $6.9 million for fiscal 2013 as compared to net earnings of $12.8 million for fiscal 2012. Our diluted earnings per share were $0.13 as compared to $0.24 in the prior year period.

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Fiscal 2012 vs. Fiscal 2011

        Total revenue for fiscal 2012 increased by $27.1 million, or 1.3%, to $2,090.7 million from $2,063.6 million for fiscal 2011. Excluding the fifty-third week in 2012, comparable sales decreased 2.0%, consisting of a 1.3% comparable service revenue increase offset by a 2.9% comparable merchandise sales decline. Total comparable store sales decreased primarily due to lower customer counts partially offset by an increase in the average transaction amount per customer. While our total revenues were favorably impacted by the opening of new stores, a new store is not added to our comparable store sales until it reaches its 13th month of operation. The additional week of fiscal 2012 and non-comparable stores contributed an additional $68.2 million of total revenue in fiscal 2012 as compared to the prior year.

        Total merchandise sales increased 0.1%, or $1.2 million, to $1,643.9 million for fiscal 2012, compared to $1,642.8 million for fiscal 2011. Excluding the fifty-third week in 2012, comparable merchandise sales decreased by 2.9%, or $46.6 million. The decrease in comparable store merchandise sales was driven primarily by lower comparable store customer counts partially offset by a higher average transaction amount per customer and was comprised of a 4.4% decline in merchandise sold through our retail business and a 0.3% decrease in merchandise sold through our service business (resulting primarily from lower tire sales). The fifty third week and our non-comparable stores contributed an additional $47.8 million of merchandise sales.

        Total service revenue increased 6.2%, or $25.9 million, to $446.8 million for fiscal 2012 from $420.9 million for fiscal 2011. Excluding the fifty-third week in 2012, comparable service revenue increased by 1.3%, or $5.6 million. The increase in comparable store service revenue was due to higher customer counts partially offset by a decrease in the average transaction amount per customer. The fifty third week and our non-comparable stores contributed an additional $20.4 million of service revenue.

        In our retail business, we believe that the difficult macroeconomic conditions continue to impact our customers and led to the comparable store customer counts decline, while we experienced an increase in the average transaction amount per customer resulting from higher selling prices. In our service business, we believe that we experienced an increase in comparable store customer counts due to the strength of our service offering and our promotion of oil changes. However, this shift in service sales mix towards lower cost oil changes reduced the average transaction amount per service customer.

        Total gross profit decreased by $18.0 million, or 3.5%, to $491.5 million for fiscal 2012 from $509.5 million for fiscal 2011. Total gross profit margin decreased to 23.5% for fiscal 2012 from 24.7% for fiscal 2011. Total gross profit for fiscal 2012 and 2011 included an asset impairment charge of $10.6 million and $1.6 million, respectively. In addition, fiscal 2011 included a $1.1 million reduction in the reserve for excess inventory. Excluding these items from both years, total gross profit margin decreased by 70 basis points to 24.0% for fiscal 2012 from 24.7% for fiscal 2011. This decrease in total gross profit margin was primarily due to higher payroll and related expenses as a percent of total sales. In addition, the new Service & Tire Centers have a higher concentration of their sales in lower margin tires and oil changes, are leased facilities and are subject to a full payroll burden from their first day of operation. The Service & Tire Centers (exclusive of the impairment charge) reduced total margins by 180 basis points and 100 basis points in 2012 and 2011, respectively. While the new Service & Tire Centers have had a negative impact on total gross profit margin, these Service & Tire Centers positively contributed to total gross profit in both years.

        Gross profit from merchandise sales decreased by $4.5 million, or 0.9%, to $484.0 million for fiscal 2012 from $488.4 million for fiscal 2011. Gross profit margin from merchandise sales decreased to 29.4% for fiscal 2012 from 29.7% in fiscal 2011. Gross profit from merchandise sales in fiscal 2012 and 2011 included an asset impairment charge of $5.1 million and $0.6 million, respectively. In addition, fiscal 2011 included a $1.1 million reduction in the reserve for excess inventory. Excluding these items

24

from both years, gross profit margin from merchandise sales remained relatively flat year over year at 29.7%.

        Gross profit from service revenue decreased by $13.5 million, or 64.0%, to $7.5 million for fiscal 2012 from $21.1 million for fiscal 2011. Gross profit margin from service revenue decreased to 1.7% for fiscal 2012 from 5.0% for fiscal 2011. In accordance with GAAP, service revenue is limited to labor sales (excludes any revenue from installed parts and materials) and costs of service revenues includes the fully loaded service center payroll and related employee benefits and service center occupancy costs. Gross profit from service revenue for fiscal 2012 and 2011 included an asset impairment charge of $5.4 million and $1.0 million, respectively. Excluding the asset impairment charge, gross profit margin from service revenue decreased by 234 basis points to 2.9% for fiscal 2012 from 5.3% for fiscal 2011. The decrease in service revenue gross profit margin was primarily due to the growth of our Service & Tire Centers, which lowered margins by 674 and 579 basis points in fiscal 2012 and 2011, respectively. Excluding the impact of the Service & Tire Centers, gross profit margin from service revenue decreased to 9.7% for fiscal 2012 from 11.0% for fiscal 2011. This decrease was due to increased store occupancy costs such as rent and related expenses and utilities.

        Selling, general and administrative expenses as a percentage of total revenues increased to 22.2% for fiscal year 2012 from 21.5% for fiscal 2011. Selling, general and administrative expenses for fiscal 2012 increased $19.4 million, or 4.4%, to $463.4 million from $444.0 million for fiscal 2011. The increase resulted primarily from higher media expense of $8.4 million, higher store and administrative payroll and related expense of $10.4 million (partially from the additional week in fiscal 2012) and higher legal and professional services costs of $2.3 million, which were partially offset by lower credit card transaction fees of $3.6 million and the reversal of compensation expense of $0.9 million related to previously issued performance based stock grants. In addition, in fiscal 2011 we recorded a reduction to the contingent consideration of $0.7 million related to one of our acquisitions.

        In the second quarter of fiscal 2012, we terminated our proposed "go private" transaction and recorded the settlement proceeds, net of merger related costs, of $42.8 million in the consolidated statement of operations and comprehensive income.

        In the third quarter of fiscal 2012, we restructured our long term debt to reduce the amount outstanding by $95.1 million and lower our annual interest expense by approximately $11.0 million. Accordingly, the write-off of deferred financing costs along with the cost to settle the interest rate swap on the previous debt, partially offset by our lower total debt and reduced interest rate, caused our interest expense for fiscal 2012 to increase by $7.7 million to $34.0 million as compared to the $26.3 million for fiscal 2011 (See Note 5 to the Consolidated Financial Statements).

        In the fourth quarter of fiscal 2012, we sold our regional administration building in Los Angeles, CA, which resulted in a net gain from disposition of assets to increase by $1.3 million in fiscal 2012.

        In the fourth quarter of fiscal 2012, in accordance with Internal Revenue Service and Pension Benefit Guaranty Corporation requirements, we contributed $14.1 million to fully fund its Defined Benefit Pension Plan on a termination basis and incurred a settlement charge of $17.8 million (see Note 13 to the Consolidated Financial Statements).

        Our income tax expense for fiscal 2012 was $9.3 million, or an effective rate of 41.5%, as compared to an expense of $12.5 million, or an effective rate of 30.0%, for fiscal 2011. The change was primarily due to a benefit of $3.6 million related to the release of valuation allowances on certain state net operating loss carry forwards and credits in fiscal 2011. In addition, the rate change from period to period is primarily driven by a reduction in ordinary income or loss in relation to foreign taxes in our Puerto Rico operations, state taxes, and other certain permanent tax items.

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        As a result of the foregoing, we reported net earnings of $12.8 million for fiscal 2012 as compared to net earnings of $28.9 million for fiscal 2012. Our diluted earnings per share were $0.24 as compared to $0.54 in the prior year period.

Discontinued Operations

        The analysis of our results of continuing operations excludes the operating results of closed stores, where the customer base could not be maintained, which have been classified as discontinued operations for all periods presented.

Industry Comparison

        We operate in the U.S. automotive aftermarket, which has two general lines of business: (1) the Service business, defined as Do-It-For-Me (service labor, installed merchandise and tires) and (2) the Retail business, defined as Do-It-Yourself (retail merchandise) and commercial. Generally, specialized automotive retailers focus on either the Service or Retail area of the business. We believe that operation in both the Service and Retail areas differentiates us from our competitors. Although we manage our store performance at a store level in the aggregate, we believe that the following presentation, which includes the reclassification of revenue from merchandise that we install in customer vehicles to service center revenue, shows an accurate comparison against competitors within the two sales arenas. We compete in the Retail area of the business through our retail sales floor and commercial sales business. Our Service Center business competes in the Service area of the industry. The following table presents the revenues and gross profit for each area of the business.

	Fiscal Year ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Service center revenue(1)	$	1,110,958	$	1,095,284	$	1,038,714
Retail sales(2)		955,610		995,446		1,024,913
Total revenues	$	2,066,568	$	2,090,730	$	2,063,627
Gross profit from service center revenue(3)	$	209,853	$	208,795	$	220,314
Gross profit from retail sales(4)		277,524		282,705		289,213
Total gross profit	$	487,377	$	491,500	$	509,527

⁽¹⁾

Includes revenues from installed products.

⁽²⁾

Excludes revenues from installed products.

⁽³⁾

Gross profit from service center revenue includes the cost of installed products sold, buying, warehousing, service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

⁽⁴⁾

Gross profit from retail sales includes the cost of products sold, buying, warehousing and store occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

CAPITAL & LIQUIDITY

Capital Resources and Needs

        Our cash requirements arise principally from (i) the purchase of inventory and capital expenditures related to existing and new stores, offices and distribution centers, (ii) debt service and (iii) contractual

26

obligations. Cash flows realized through the sale of automotive services, tires, parts and accessories are our primary source of liquidity. Net cash provided by operating activities was $59.4 million in fiscal 2013, as compared to $88.5 million in the prior year. The $29.1 million decrease was due to an unfavorable change in operating assets and liabilities of $13.8 million and a decrease in net earnings, net of non-cash adjustments of $15.5 million. The change in operating assets and liabilities was primarily due to unfavorable changes in accrued expenses and other current assets of $10.3 million and other long-term liabilities of $6.8 million, partially offset by a favorable change in inventory, net of accounts payable, of $3.3 million. The decline in net earnings, net of non-cash adjustments, was primarily due to $42.8 million of merger termination fees recorded in the second quarter of 2012, partially offset by $11.2 million of refinancing costs and the $17.8 million pension settlement charge recorded in the third and fourth quarter of 2012, respectively.

        The unfavorable change in accrued expenses and other current assets was primarily due to a decrease in employee payroll and related benefit accruals of $8.4 million due to the timing of payments to employees and taxing authorities.

        Taking into consideration changes in our trade payable program liability (shown as cash flows from financing activities on the consolidated statements of cash flows), cash used in accounts payable was $11.5 million in fiscal 2013 as compared to cash generated from accounts payable of $65.5 million for fiscal 2012. The ratio of accounts payable, including our trade payable program, to inventory was 57.4% at February 1, 2014 and 61.5% at February 2, 2013. The $31.1 million increase in inventory from February 2, 2013 was primarily due to investment in our new stores, strategic initiatives like our speed shops and Superhub concepts, and new product offerings.

        Cash used in investing activities was $65.3 million in fiscal 2013 as compared to $52.8 million in the prior year period. Capital expenditures, including the acquisition of 18 Service and Tire Centers in Southern California for $10.7 million, were $64.7 million for fiscal 2013. Our fiscal 2013 capital expenditures also include the addition of 29 new locations, the conversion of 11 Supercenters into Superhubs, the addition of 63 Speed Shops within existing Supercenters and required expenditures for existing stores, offices and distribution centers. Capital expenditures for fiscal 2012 of $54.7 million included the addition of 20 Service & Tire Centers, six Supercenters, the conversion of seven Supercenters into Superhubs, the addition of 17 Speed Shops within existing Supercenters, and information technology enhancements including our eCommerce initiatives and parts catalog enhancements. In fiscal 2012, we sold our regional administrative office in Los Angeles, CA for approximately $5.6 million, net of closing costs. In addition, during fiscal 2013 and fiscal 2012 we invested, net of funds released, $0.7 million and $3.7 million, respectively, in a restricted account as collateral for retained liabilities included within existing insurance programs in lieu of previously outstanding letters of credit.

        Our targeted capital expenditures for fiscal 2014 are $80.0 million, which includes the planned addition of 30 Service & Tire Centers, three Supercenters, the addition of 25 speed shops within existing Supercenters, and the conversion of 41 stores to the new "Road Ahead" format. These expenditures are expected to be funded from cash on hand and net cash generated from operating activities. Additional capacity, if needed, exists under our existing line of credit.

        Cash used in financing activities was $19.8 million and $34.8 million in fiscal 2013 and 2012, respectively. The cash used in financing activities in fiscal 2013 was primarily related to net payments under our trade payable program of $19.9 million as compared to net borrowings of $64.5 million in the corresponding period of the prior year. The trade payable program is funded by various bank participants who have the ability, but not the obligation, to purchase, directly from our suppliers, account receivables owed by Pep Boys. In the second quarter of 2013, we increased the availability under our trade payable program from $175.0 million to $200.0 million. As of February 1, 2014 and February 2, 2013, we had an outstanding balance of $129.8 million and $149.7 million, respectively

27

(classified as trade payable program liability on the consolidated balance sheet). In the fourth quarter of fiscal 2012, our Board of Directors authorized a program to repurchase up to $50.0 million of our common stock. During fiscal 2013, we had common stock repurchases of $2.8 million plus principal payments of $2.0 million on our amended and restated Senior Secured Term Loan ("Term Loan"), that were offset by increased borrowings of $3.5 million on our revolving credit facility.

        During fiscal 2012, we had common stock repurchases of $0.3 million. In addition, during the third quarter of 2012, we increased the amount of our borrowing under our Term Loan from $150.0 million to $200.0 million and used those proceeds together with cash on hand to repay, in full, the $147.0 million principal amount then outstanding under our 7.5% Senior Subordinated Notes due 2014 and to settle our outstanding interest rate swap (see Note 5 to the Consolidated Financial Statements). As a result of the refinancing, we reduced our total debt by $95.1 million and extended its maturity to 2018. The Company recorded $6.5 million of deferred financing costs related to this refinancing. In the fourth quarter of fiscal 2013, the Company further amended the Term loan by reducing the interest rate by 75 basis points. The Company recorded $0.8 million of deferred financing costs related to this amendment. The reduction in the interest rate is anticipated to result in approximately $1.5 million in annualized interest savings.

        We anticipate that cash on hand and cash generated by operating activities will exceed our expected cash requirements in fiscal 2014. In addition, we expect to have excess availability under our existing revolving credit agreement during the entirety of fiscal 2014. As of February 1, 2014, we had availability on our revolving credit facility of $161.4 million. As of February 1, 2014 we had $33.4 million of cash and cash equivalents on hand.

        Our working capital was $131.0 million and $126.5 million at February 1, 2014 and February 2, 2013, respectively. Our total debt, net of cash on hand, as a percentage of our net capitalization, was 23.5% and 20.8% at February 1, 2014 and February 2, 2013, respectively.

Contractual Obligations

        The following chart represents our total contractual obligations and commercial commitments as of February 1, 2014:

Contractual Obligations	Total		Within 1 year		From 1 to 3 years		From 3 to 5 years		After 5 years
	(dollars amounts in thousands)
Long-term debt(1)	$	201,500	$	2,000	$	7,500	$	192,000		—
Operating leases		770,622		111,025		199,813		165,249		294,535
Expected scheduled interest payments on long-term debt		41,961		9,080		17,903		14,978		—
Other long-term obligations(2)		13,062		—		—		—		—
Total contractual obligations	$	1,027,145	$	122,105	$	225,216	$	372,227	$	294,535

⁽¹⁾

Long-term debt includes current maturities.

⁽²⁾

Comprised of deferred compensation items of $5.4 million, income tax liabilities of $1.5 million and asset retirement obligations of $6.2 million. The above table does not reflect the timing of projected settlements for our recorded deferred compensation plan obligation, asset retirement obligation costs and income tax liabilities because we cannot make a reliable estimate of the timing of the related cash payments.

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Commercial Commitments	Total		Within 1 year		From 1 to 3 years		From 3 to 5 years		After 5 years
	(dollar amounts in thousands)
Commercial letters of credit	$	13,959	$	13,959	$	—	$	—	$	—
Standby letters of credit		30,872		30,752		120		—		—
Surety bonds		10,581		8,514		2,067		—		—
Purchase obligations(1)(2)		46,127		23,685		22,442		—		—
Total commercial commitments	$	101,539	$	76,910	$	24,629	$	—	$	—

⁽¹⁾

Our open purchase orders are based on current inventory or operational needs and are fulfilled by our suppliers within short periods of time. We currently do not have minimum purchase commitments under our supply agreements (other than ⁽²⁾ below) and generally, our open purchase orders (orders that have not been shipped) are not binding agreements. Those purchase obligations that are in transit from our suppliers at February 1, 2014 that we do not have legal title to are considered commercial commitments.

⁽²⁾

In fiscal 2013, we renewed our commercial commitment to purchase 6.3 million units of oil products at various prices over a three-year period. Based on our present consumption rate, we expect to meet the cumulative minimum purchase requirements under this contract in fiscal 2016.

Senior Secured Term Loan due October 2018

        On October 11, 2012, we entered into the Second Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, N.A., as Administrative Agent, and the other parties thereto that (i) increased the size of our Senior Secured Term Loan (the "Term Loan") to $200.0 million, (ii) extended the maturity of the Term Loan from October 27, 2013 to October 11, 2018, (iii) reset the interest rate under the Term Loan to the London Interbank Offered Rate (LIBOR), subject to a floor of 1.25%, plus 3.75% and (iv) added an additional 16 of our owned locations to the collateral pool securing the Term Loan. The amended and restated Term Loan is deemed to be substantially different than the prior Term Loan, and therefore the modification of the debt has been treated as a debt extinguishment.

        Net proceeds from the amended and restated Term Loan together with cash on hand were used to settle the outstanding interest rate swap on the Term Loan as structured prior to its amendment and restatement and to satisfy and discharge all of our outstanding 7.5% Senior Subordinated Notes ("Notes") due 2014. The settlement of the interest rate swap resulted in the reclassification of $7.5 million of accumulated other comprehensive loss to interest expense. We recognized, in interest expense, $1.9 million of deferred financing costs related to the Notes and the Term Loan as structured prior to its amendment and restatement. The interest payment and the swap settlement payment are presented within cash flows from operations on the consolidated statement of cash flows.

        On November 12, 2013, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement. The First Amendment reduced the interest rate payable by the Company from (i) LIBOR, subject to a 1.25% floor, plus 3.75% to (ii) LIBOR, subject to a 1.25% floor, plus 3.00%. The reduction in the interest rate is anticipated to result in approximately $1.5 million in annualized interest savings.

        As of February 1, 2014, 142 stores collateralized the Term Loan. The amount outstanding under the Term Loan as of February 1, 2014 and February 2, 2013 was $198.0 million and $200.0 million, respectively.

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Revolving Credit Agreement, Through July 2016

        On January 16, 2009 we entered into the Revolving Credit Agreement among the Company, Bank of America, N.A., as Administrative Agent, and the other parties thereto providing for borrowings of up to $300.0 million and having a maturity of January 2014. Total incurred fees of $6.8 million were capitalized and are being amortized over the original five year life of the facility. On July 26, 2011, we amended and restated the Revolving Credit Agreement to reduce its interest rate by 75 basis points and to extend its maturity to July 2016. Our ability to borrow under the Revolving Credit Agreement is based on a specific borrowing base consisting of inventory and accounts receivable. The interest rate on this facility is LIBOR plus a margin of 2.00% to 2.50% for LIBOR rate borrowings or Prime plus 1.00% to 1.50% for Prime rate borrowings. The margin is based upon the then current availability under the facility. As of February 1, 2014, we had $3.5 million in borrowings outstanding under the facility and $44.8 million of availability was utilized to support outstanding letters of credit. Taking this into account and the borrowing base requirements (including reduction for amount outstanding under the supplier financing program), as of February 1, 2014 there was $161.4 million of availability remaining under the facility.

Other Matters

        Our debt agreements require compliance with covenants. The most restrictive of these covenants, an earnings before interest, taxes, depreciation and amortization ("EBITDA") requirement, is triggered if the availability under our Revolving Credit Agreement plus unrestricted cash drops below $50.0 million. As of February 1, 2014, we were in compliance with all financial covenants contained in our debt agreements.

        The weighted average interest rate on all debt borrowings during fiscal 2013 and 2012 was 4.9% and 5.1%, respectively.

Other Contractual Obligations

        We have a supplier financing program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by us directly from our suppliers. In fiscal 2013, we increased the total availability under the program from $175.0 million to $200.0 million. There was an outstanding balance of $129.8 million and $149.7 million under this program as of February 1, 2014 and February 2, 2013, respectively.

        We have letter of credit arrangements in connection with our risk management and import merchandising programs. We had $13.9 million and $5.2 million of outstanding commercial letters of credit as of February 1, 2014 and February 2, 2013, respectively. We were contingently liable for $30.9 million and $32.2 million in outstanding standby letters of credit as of February 1, 2014 and February 2, 2013, respectively.

        We are also contingently liable for surety bonds in the amount of approximately $10.6 million and $11.5 million as of February 1, 2014 and February 2, 2013, respectively. The surety bonds guarantee certain of our payments (for example utilities, easement repairs, licensing requirements and customs fees).

Off-balance Sheet Arrangements

        We lease certain property and equipment under operating leases and lease financings which contain renewal and escalation clauses, step rent provisions, capital improvements funding and other lease concessions. These provisions are considered in the calculation of our minimum lease payments which are recognized as expense on a straight-line basis over the applicable lease term. Any lease payments that are based upon an existing index or rate are included in our minimum lease payment

30

calculations. During the current fiscal year, in connection with the acquisitions discussed in Note 2, we assumed additional lease obligations totaling $17.4 million over an average of 10 years. Total operating lease commitments as of February 1, 2014 were $770.6 million.

Pension and Retirement Plans

        On December 31, 2008, we paid $14.4 million to terminate the defined benefit portion of our Supplemental Executive Retirement Plan (SERP) and recorded a $6.0 million settlement charge. We continue to maintain the non-qualified defined contribution portion of the SERP plan (the "Account Plan") for key employees designated by the Board of Directors. On January 31, 2014, the Account Plan was amended to eliminate the retirement plan contributions that have historically been made by the Company effective for calendar year 2015. Our contribution expense for the Account Plan was $0.8 million, $0.1 million and $0.3 million for fiscal 2013, 2012 and 2011, respectively.

        We have a qualified 401(k) savings plan and a separate savings plan for employees residing in Puerto Rico, which cover all full-time employees who are at least 21 years of age with one or more years of service. We contribute the lesser of 50% of the first 6% of a participant's contributions or 3% of the participant's compensation. For fiscal 2012 and 2011, our contributions were conditional upon the achievement of certain pre-established financial performance goals which were not met in fiscal 2012 or 2011. Employer contributions for fiscal 2013 were not conditional on any financial performance goals. Our savings plans' contribution expense was $3.5 million in fiscal 2013.

        During the fourth quarter of fiscal 2012, the Company terminated its defined benefit pension plan and contributed $14.1 million to fully fund the plan on a termination basis. Accordingly, the Company has no further defined benefit pension expense.

        The expense under these plans for fiscal 2013, 2012 and 2011 was $4.3 million, $19.3 million and $1.4 million, respectively. See Note 13 of the Notes to Consolidated Financial Statements in "Item 8 Financial Statements and Supplementary Data" for further discussion of our pension plans.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customer incentives, product returns and warranty obligations, bad debts, inventories, income taxes, financing operations, retirement benefits, share-based compensation, risk participation agreements, contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        We believe that the following represent our more critical estimates and assumptions used in the preparation of the consolidated financial statements:

•

Inventory is stated at lower of cost, as determined under the last-in, first-out (LIFO) method, or market. Our inventory, which consists primarily of automotive parts and accessories, is used on vehicles. Because of the relatively long lives of vehicles, along with our historical experience of returning most excess inventory to our suppliers for full credit, the risk of obsolescence is

31

minimal. We establish a reserve for excess inventory for instances where less than full credit will be received for such returns and where we anticipate items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where we received less than full credit from suppliers for product returns. If our estimates regarding excess inventory are inaccurate, we may incur losses or gains that could be material. A 10% difference in our inventory reserves as of February 1, 2014 would have affected net earnings by approximately $0.3 million in fiscal 2013.

•

We record reserves for future sales returns, customer incentives, warranty claims and inventory shrinkage. The reserves are based on expected returns of products and historical claims and inventory shrinkage experience. If actual experience differs from historical levels, revisions in our estimates may be required. A 10% change in these reserves at February 1, 2014 would have affected net earnings by approximately $0.8 million for fiscal 2013.

•

We have risk participation arrangements with respect to workers' compensation, general liability, automobile liability, other casualty coverage and health care insurance, including stop loss coverage with third party insurers to limit our total exposure. A reserve for the liabilities associated with these agreements is established using generally accepted actuarial methods followed in the insurance industry and our historical claims experience. The amounts included in our costs related to these arrangements are estimated and can vary based on changes in assumptions, claims experience or the providers included in the associated insurance programs. A 10% change in our self-insurance liabilities at February 1, 2014 would have affected net earnings by approximately $5.7 million for fiscal 2013.

•

At fiscal year end 2013, we had six reporting units, of which three included goodwill. We test the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.

In conducting goodwill impairment testing, for any or all reporting units at the discretion of management, we may first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (also known as a "step zero" analysis). A two-step quantitative assessment is performed for each reporting unit evaluated if the qualitative assessment indicates that the carrying value more likely than not exceeds the fair value of the reporting unit, or if a qualitative assessment is not performed.

The first step of the quantitative evaluation is to compare the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, in accordance with accounting guidance, we are required to ensure that assumptions used to determine fair value in the analyses are consistent

32

with the assumptions a market participant would use. As a result, the cost of capital and/or discount rates used may increase or decrease based on market conditions and trends, regardless of whether our cost of capital has changed. Therefore we may recognize an impairment even though cash flows are approximately the same or greater than forecasted amounts.

There were no impairments as a result of our annual tests in the fourth quarter of fiscal year 2013, fiscal year 2012, and fiscal year 2011.

•

We periodically evaluate our long-lived assets for indicators of impairment. Management's judgments, including judgments related to store cash flows, are based on market and operating conditions at the time of evaluation. Future events could cause management's conclusion on impairment to change, requiring an adjustment of these assets to their then current fair market value.

•

We have a share-based compensation plan, which includes stock options and restricted stock units, or RSUs. We account for our share-based compensation plans on a fair value basis. We determine the fair value of our stock options at the date of the grant using the Black-Scholes option-pricing model. The RSUs are awarded at a price equal to the market price of our underlying stock on the date of the grant. In situations where we have granted stock options, performance share units ("PSUs") and RSUs, we have used Monte Carlo simulations in estimating the fair value of the award. The pricing model and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include the expected life of stock options, expected stock price volatility, future employee stock option exercise behaviors and the estimate of award forfeitures. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. However, if actual results are different from these assumptions, the share-based compensation expense reported in our financial statements may not be representative of the actual economic cost of the share-based compensation. In addition, significant changes in these assumptions could materially impact our share-based compensation expense on future awards. A 10% change in our share-based compensation expense for fiscal 2013 would have affected net earnings by approximately $0.2 million.

•

We are required to estimate our income taxes in each of the jurisdictions in which we operate. This requires us to estimate our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation of property and equipment and valuation of inventories, for tax and accounting purposes. We determine our provision for income taxes based on federal and state tax laws and regulations currently in effect. Legislation changes currently proposed by certain states in which we operate, if enacted, could increase our transactions or activities subject to tax. Any such legislation that becomes law could result in an increase in our state income tax expense and our state income taxes paid, which could have a material effect on our net earnings.

At any one time our tax returns for many tax years are subject to examination by U.S. Federal, commonwealth, and state taxing jurisdictions. For income tax benefits related to uncertain tax positions to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. An uncertain income tax position will not be recognized in the financial statements unless it is more-likely-than-not to be sustained. We adjust these tax liabilities, as well as the related interest and penalties, based on the latest facts and circumstances, including recently published rulings, court cases, and outcomes of tax audits. To the extent our actual tax liability differs from our established tax liabilities for unrecognized tax benefits, our effective tax rate may be materially

33

impacted. While it is often difficult to predict the final outcome of, the timing of, or the tax treatment of any particular tax position or deduction, we believe that our tax balances reflect the more-likely-than-not outcome of known tax contingencies.

The temporary differences between the book and tax treatment of income and expenses result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income. To the extent we believe that recovery is not more-likely-than-not, we must establish a valuation allowance. To the extent we establish a valuation allowance or change the allowance in a future period, income tax expense will be impacted. Actual results could differ from this assessment if adequate taxable income is not generated in future periods from either operations or projected tax planning strategies.

RECENT ACCOUNTING STANDARDS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on the Company's consolidated financial statements.

        In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, companies are required to report significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements, and is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company's consolidated financial statements.

ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We have market rate exposure in our financial instruments due to changes in interest rates and prices.

Variable and Fixed Rate Debt

        Our primary market risk exposure with regard to financial instruments is due to changes in interest rates. Pursuant to the terms of our Revolving Credit Agreement, changes in daily LIBOR could affect the rates at which we could borrow funds thereunder. At February 1, 2014, there was $3.5 million in outstanding borrowings under the agreement. Additionally, we have a $200.0 million Term Loan that was amended on November 12, 2013 to reduce the interest rate payable by the Company from LIBOR, subject to a 1.25% floor, plus 3.75% to LIBOR, subject to a 1.25% floor, plus 3.00%. Excluding our

34

interest rate swap, a one percent change in the LIBOR rate would have affected net earnings by approximately $1.5 million for fiscal 2013. The risks related to changes in the LIBOR rate are substantially mitigated by our interest rate swap.

        The fair value of our long-term debt including current maturities was $203.7 million at February 1, 2014. We determine fair value on our fixed rate debt by using quoted market prices and current interest rates.

Interest Rate Swaps

        On October 11, 2012, we settled our interest rate swap designated as a cash flow hedge on $145.0 million of our Term Loan prior to its amendment and restatement. The swap was used to minimize interest rate exposure and overall interest costs by converting the variable component of the total interest rate to a fixed rate of 5.036%. Since February 1, 2008, this swap was deemed to be fully effective and all adjustments in the interest rate swap's fair value have been recorded to accumulated other comprehensive loss. The settlement of this swap resulted in an interest charge of $7.5 million, which was previously recorded within accumulated other comprehensive loss.

        On October 11, 2012, we entered into two new interest rate swaps for a notional amount of $50.0 million each that together are designated as a cash flow hedge on the first $100.0 million of the amended and restated Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments, subject to a floor of 1.25%, due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%.

        As of February 1, 2014 and February 2, 2013, the fair value of the new interest rate swaps was a net $0.6 million asset and a $1.6 million payable, respectively. The swap value is recorded within other long-term assets or other long-term liabilities on the balance sheet.

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ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Pep Boys—Manny, Moe & Jack
Philadelphia, Pennsylvania

        We have audited the accompanying consolidated balance sheets of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") as of February 1, 2014 and February 2, 2013, and the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows for each of the three fiscal years in the period ended February 1, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Pep Boys—Manny, Moe & Jack and subsidiaries as of February 1, 2014 and February 2, 2013, and the results of their operations and their cash flows for each of the three fiscal years in the period ended February 1, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of February 1, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 17, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 17, 2014

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THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollar amounts in thousands, except share data)

	February 1, 2014			February 2, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	33,431		$	59,186
Accounts receivable, less allowance for uncollectible accounts of $1,320 and $1,302		25,152			23,897
Merchandise inventories		672,354			641,208
Prepaid expenses		29,282			28,908
Other current assets		63,405			60,438
Assets held for disposal		2,013			—
Total current assets		825,637			813,637
Property and equipment—net of accumulated depreciation of $1,227,121 and $1,162,909		625,525			657,270
Goodwill		56,794			46,917
Deferred income taxes		57,686			47,691
Other long-term assets		39,839			38,434
Total assets	$	1,605,481		$	1,603,949
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	256,031		$	244,696
Trade payable program liability		129,801			149,718
Accrued expenses		237,403			232,277
Deferred income taxes		69,373			58,441
Current maturities of long-term debt		2,000			2,000
Total current liabilities		694,608			687,132
Long-term debt less current maturities		199,500			198,000
Other long-term liabilities		48,485			53,818
Deferred gain from asset sales		114,823			127,427
Stockholders' equity:
Common stock, par value $1 per share: authorized 500,000,000 shares; issued 68,557,041 shares		68,557			68,557
Additional paid-in capital		297,009			295,679
Retained earnings		432,332			430,148
Accumulated other comprehensive income (loss)		379			(980	)
Treasury stock, at cost—15,358,872 shares and 15,431,298 shares		(250,212	)		(255,832	)
Total stockholders' equity		548,065			537,572
Total liabilities and stockholders' equity	$	1,605,481		$	1,603,949

See notes to the consolidated financial statements.

37

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(dollar amounts in thousands, except per share data)

Year ended	February 1, 2014 (52 weeks)			February 2, 2013 (53 weeks)			January 28, 2012 (52 weeks)
Merchandise sales	$	1,608,697		$	1,643,948		$	1,642,757
Service revenue		457,871			446,782			420,870
Total revenues		2,066,568			2,090,730			2,063,627
Costs of merchandise sales		1,108,359			1,159,994			1,154,322
Costs of service revenue		470,832			439,236			399,776
Total costs of revenues		1,579,191			1,599,230			1,554,098
Gross profit from merchandise sales		500,338			483,954			488,435
Gross (loss) profit from service revenue		(12,961	)		7,546			21,094
Total gross profit		487,377			491,500			509,529
Selling, general and administrative expenses		464,852			463,416			443,986
Pension settlement expense		—			17,753			—
Net (loss) gain from disposition of assets		(227	)		1,323			27
Operating profit		22,298			11,654			65,570
Merger termination fees, net		—			42,816			—
Non-operating income		1,789			2,012			2,324
Interest expense		14,797			33,982			26,306
Earnings from continuing operations before income taxes and discontinued operations		9,290			22,500			41,588
Income tax expense		2,237			9,345			12,460
Earnings from continuing operations before discontinued operations		7,053			13,155			29,128
Loss from discontinued operations, net of tax benefit of $102, $186 and $121		(188	)		(345	)		(225	)
Net earnings		6,865			12,810			28,903
Basic earnings per share:
Earnings from continuing operations before discontinued operations	$	0.13		$	0.25		$	0.55
Loss from discontinued operations, net of tax		—			(0.01	)		(0.01	)
Basic earnings per share	$	0.13		$	0.24		$	0.54
Diluted earnings per share:
Earnings from continuing operations before discontinued operations	$	0.13		$	0.24		$	0.54
Loss from discontinued operations, net of tax		—			—			—
Diluted earnings per share	$	0.13		$	0.24		$	0.54
Other comprehensive income:
Defined benefit plan adjustment, net of tax		—			9,696			(3,120	)
Derivative financial instrument adjustment, net of tax		1,359			6,973			2,499
Other comprehensive income		1,359			16,669			(621	)
Total comprehensive income	$	8,224		$	29,479		$	28,282

See notes to the consolidated financial statements.

38

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollar amounts in thousands, except share data)

	Common Stock										Treasury Stock						Accumulated Other Comprehensive (Loss)/Income
					Additional Paid-in Capital			Retained Earnings												Total Stockholders' Equity
	Shares		Amount								Shares			Amount
Balance, January 29, 2011		68,557,041	$	68,557	$	295,361		$	402,600			(15,971,910	)	$	(271,030	)	$	(17,028	)	$	478,460
Comprehensive income:
Net earnings									28,903												28,903
Changes in net unrecognized other postretirement benefit costs, net of tax of $(1,872)																		(3,120	)		(3,120	)
Fair market value adjustment on derivatives, net of tax of $1,499																		2,499			2,499
Total comprehensive income																					28,282
Cash dividends ($.12 per share)									(6,344	)											(6,344	)
Effect of stock options and related tax benefits									(900	)		45,321			1,223						323
Effect of employee stock purchase plan									(335	)		20,963			566						231
Effect of restricted stock unit conversions						(2,136	)					70,228			1,897						(239	)
Stock compensation expense						3,237															3,237
Dividend reinvestment plan									(487	)		32,076			866						379
Balance, January 28, 2012		68,557,041	$	68,557	$	296,462		$	423,437			(15,803,322	)	$	(266,478	)	$	(17,649	)	$	504,329
Comprehensive income:
Net earnings									12,810												12,810
Changes in net unrecognized other postretirement benefit costs, net of tax of $5,729																		9,696			9,696
Fair market value adjustment on derivatives, net of tax of $4,208																		6,973			6,973
Total comprehensive income																					29,479
Effect of stock options and related tax benefits						375			(5,494	)		274,769			7,418						2,299
Effect of employee stock purchase plan									(605	)		39,552			1,067						462
Effect of restricted stock unit conversions						(2,457	)					92,703			2,503						46
Stock compensation expense						1,299															1,299
Treasury stock repurchases												(35,000	)		(342	)					(342	)
Balance, February 2, 2013		68,557,041	$	68,557	$	295,679		$	430,148			(15,431,298	)	$	(255,832	)	$	(980	)	$	537,572
Comprehensive income:
Net earnings									6,865												6,865
Fair market value adjustment on derivatives, net of tax of $814																		1,359			1,359
Total comprehensive income																					8,224
Effect of stock options and related tax benefits						(135	)		(3,742	)		188,652			5,093						1,216
Effect of employee stock purchase plan									(939	)		62,547			1,688						749
Effect of restricted stock unit conversions						(1,527	)					58,851			1,589						62
Stock compensation expense						2,992															2,992
Treasury stock repurchases												(237,624	)		(2,750	)					(2,750	)
Balance, February 1, 2014		68,557,041	$	68,557	$	297,009		$	432,332			(15,358,872	)	$	(250,212	)	$	379		$	548,065

See notes to the consolidated financial statements.

39

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollar amounts in thousands)

	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Cash flows from operating activities:
Net earnings	$	6,865		$	12,810		$	28,903
Adjustments to reconcile net earnings to net cash provided by continuing operations:
Net loss from discontinued operations		188			345			225
Depreciation		78,439			79,104			79,390
Amortization of deferred gain from asset sales		(12,604	)		(12,846	)		(12,602	)
Amortization of deferred financing costs		2,993			4,431			2,538
Stock compensation expense		2,992			1,299			3,237
Deferred income taxes		(79	)		7,576			10,301
Net loss (gain) from dispositions of assets		227			(1,323	)		(27	)
Loss from asset impairment		7,659			10,555			1,619
Other		(493	)		(269	)		(421	)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Increase in accounts receivable, prepaid expenses and other		(6,511	)		(602	)		(147	)
Increase in merchandise inventories		(31,146	)		(27,074	)		(42,756	)
Increase in accounts payable		8,378			984			24,871
Increase (decrease) in accrued expenses		6,115			10,481			(18,745	)
(Decrease) increase in other long-term liabilities		(3,345	)		3,487			(2,463	)
Net cash provided by continuing operations		59,678			88,958			73,923
Net cash used in discontinued operations		(274	)		(467	)		(273	)
Net cash provided by operating activities		59,404			88,491			73,650
Cash flows from investing activities:
Capital expenditures		(53,982	)		(54,696	)		(74,746	)
Proceeds from dispositions of assets		21			5,588			515
Additions to collateral investment		(2,312	)		(3,654	)		(7,638	)
Release of collateral investment		1,650			—			—
Acquisitions, net of cash acquired.		(10,694	)		—			(42,901	)
Premiums paid on life insurance policies		—			—			(837	)
Net cash used in investing activities		(65,317	)		(52,762	)		(125,607	)
Cash flows from financing activities:
Borrowings under line of credit agreements		40,745			2,319			5,721
Payments under line of credit agreements		(37,245	)		(2,319	)		(5,721	)
Borrowings on trade payable program liability		154,985			179,751			144,180
Payments on trade payable program liability		(174,902	)		(115,247	)		(115,253	)
Payments for finance issuance costs		(770	)		(6,520	)		(2,441	)
Borrowings under new debt		—			200,000			—
Debt payments		(2,000	)		(295,122	)		(1,079	)
Dividends paid		—			—			(6,344	)
Repurchase of common stock		(2,750	)		(342	)		—
Proceeds from stock issuance		2,095			2,693			898
Net cash (used in) provided by financing activities		(19,842	)		(34,787	)		19,961
Net (decrease) increase in cash and cash equivalents		(25,755	)		942			(31,996	)
Cash and cash equivalents at beginning of year		59,186			58,244			90,240
Cash and cash equivalents at end of year	$	33,431		$	59,186		$	58,244
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	$	12,027		$	31,290		$	23,097
Cash received from income tax refunds		1,251			108			479
Cash paid for income taxes		4,377			2,826			1,150
Non-cash investing activities:
Accrued purchases of property and equipment		3,467			1,371			1,400

See notes to the consolidated financial statements.

40

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The Pep Boys—Manny, Moe & Jack and subsidiaries' (the "Company") consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the Company's financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, costs and expenses, as well as the disclosure of contingent assets and liabilities and other related disclosures. The Company bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of the Company's assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in the results for the period in which the actual amounts become known.

        The Company believes the significant accounting policies described below affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. Accordingly, these are the policies the Company believes are the most critical to aid in fully understanding and evaluating the historical consolidated financial condition and results of operations.

        BUSINESS    The Company operates in the U.S. automotive aftermarket, which has two general lines of business: (1) the Service business, commonly known as Do-It-For-Me, or "DIFM" (service labor, installed merchandise and tires) and (2) the Retail business, commonly known as Do-It-Yourself, or "DIY" (retail merchandise) and commercial. The Company's primary store format is the Supercenter, which serves both "DIFM" and "DIY" customers with the highest quality service offerings and merchandise. As part of the Company's long-term strategy to lead with automotive service, the Company is complementing the existing Supercenter store base with Service & Tire Centers. These Service & Tire Centers are designed to capture market share and leverage the existing Supercenter and support infrastructure. The Company currently operates stores in 35 states and Puerto Rico.

        FISCAL YEAR END    The Company's fiscal year ends on the Saturday nearest to January 31. Fiscal 2013 and Fiscal 2011, which ended February 2, 2014 and January 28, 2012, respectively, were comprised of 52 weeks. Fiscal 2012, which ended February 2, 2013, was comprised of 53 weeks.

        PRINCIPLES OF CONSOLIDATION    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

        CASH AND CASH EQUIVALENTS    Cash equivalents include all short-term, highly liquid investments with an initial maturity of three months or less when purchased. All credit and debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

        ACCOUNTS RECEIVABLE    Accounts receivable are primarily comprised of amounts due from commercial customers. The Company records an allowance for doubtful accounts based on an evaluation of the credit worthiness of its customers. The allowance is reviewed for adequacy at least quarterly and adjusted as necessary. Specific accounts are written off against the allowance when management determines the account is uncollectible.

41

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        MERCHANDISE INVENTORIES    Merchandise inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of costing inventory had been used by the Company, inventory would have been $579.8 million and $565.8 million as of February 1, 2014 and February 2, 2013, respectively. During fiscal 2013, 2012 and 2011, the effect of LIFO layer liquidations on gross profit was immaterial.

        The Company's inventory, consisting primarily of automotive tires, parts, and accessories, is used on vehicles typically having long lives. Because of this, and combined with the Company's historical experience of returning excess inventory to the Company's suppliers for full credit, the risk of obsolescence is minimal. The Company establishes a reserve for excess inventory for instances where less than full credit will be received for such returns or where the Company anticipates items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where the Company received less than full credit from suppliers for product returns. The Company also provides for estimated inventory shrinkage based on historical levels and the results of its cycle counting program. The Company's inventory adjustments for these matters were immaterial for fiscal 2013 and fiscal 2012. In future periods, the company may be exposed to material losses should the company's suppliers alter their policies with regard to accepting excess inventory returns.

        PROPERTY AND EQUIPMENT    Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives: building and improvements, 5 to 40 years, and furniture, fixtures and equipment, 3 to 10 years. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and accumulated depreciation are eliminated and the gain or loss, if any, is included in the determination of net income. Property and equipment information follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Land	$	202,038		$	203,386
Buildings and improvements		888,389			885,389
Furniture, fixtures and equipment		760,170			728,122
Construction in progress		2,049			3,282
Accumulated depreciation		(1,227,121	)		(1,162,909	)
Property and equipment—net	$	625,525		$	657,270

        GOODWILL    At fiscal year end 2013, the Company had six reporting units, of which three included goodwill. The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Impairment reviews may also be triggered by any significant events or changes in circumstances affecting the Company's business.

        In conducting goodwill impairment testing, for any or all reporting units at the discretion of management, the Company may first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (also known as a "step zero" analysis). A two-step quantitative assessment is performed for each reporting unit evaluated if the

42

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

qualitative assessment indicates that the carrying value more likely than not exceeds the fair value of the reporting unit, or if a qualitative assessment is not performed.

        The first step of the quantitative evaluation is to compare the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in the Company's cash flow models, but may also negatively impact other assumptions used in the Company's analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, in accordance with accounting guidance, the Company is required to ensure that assumptions used to determine fair value in the analyses are consistent with the assumptions a market participant would use. As a result, the cost of capital and/or discount rates used may increase or decrease based on market conditions and trends, regardless of whether the Company's cost of capital has changed. Therefore the Company may recognize an impairment even though cash flows are approximately the same or greater than forecasted amounts.

        There were no impairments as a result of the Company's annual tests in the fourth quarter of fiscal year 2013, fiscal year 2012, and fiscal year 2011.

        OTHER INTANGIBLE ASSETS    The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives.

        LEASES    The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, for stores the lease term is the base lease term and for distribution centers the lease term includes the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. The calculation of straight-line rent expense is based on the same lease term with consideration for step rent provisions, escalation clauses, rent holidays and other lease concessions. The Company begins expensing rent upon completion of the Company's due diligence or when the Company has the right to use the property, whichever comes earlier.

        SOFTWARE CAPITALIZATION    The Company capitalizes certain direct development costs associated with internal-use software, including external direct costs of material and services, and payroll costs for employees devoting time to the software projects. These costs are amortized over a period not to exceed five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred.

43

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        TRADE PAYABLE PROGRAM LIABILITY    The Company has a trade payable program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from its suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants.

        INCOME TAXES    The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are determined based upon enacted tax laws and rates applied to the differences between the financial statement and tax bases of assets and liabilities.

        The Company recognizes taxes payable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted.

        In evaluating income tax positions, the Company records liabilities for potential exposures. These tax liabilities are adjusted in the period actual developments give rise to such change. Those developments could be, but are not limited to, settlement of tax audits, expiration of the statute of limitations, and changes in the tax code and regulations, along with varying application of tax policy and administration within those jurisdictions. Refer to Note 8, "Income Taxes," for further discussion of income taxes and changes in unrecognized tax benefit.

        SALES TAXES    The Company presents sales net of sales taxes in its consolidated statements of operations.

        REVENUE RECOGNITION    The Company recognizes revenue from the sale of merchandise at the time the merchandise is sold and the product is delivered to the customer, net of an allowance for estimated future returns. Service revenues are recognized on completion of the service. Service revenue consists of the labor charged for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials. The Company records revenue net of an allowance for estimated future returns. The Company establishes reserves for sales returns and allowances based on current sales levels and historical return rates. Revenue from gift card sales is recognized on gift card redemption. The Company's gift cards do not have expiration dates. The Company recognizes breakage on gift cards when, among other things, sufficient gift card history is available to estimate potential breakage and the Company determines there are no legal obligations to remit the value of unredeemed gift cards to the relevant jurisdictions. Estimated gift card breakage revenue is immaterial for all periods presented.

        The Company's Customer Loyalty program allows members to earn points for each qualifying purchase. Points earned allow members to receive a certificate that may be redeemed on future purchases within 120 days of issuance. The retail value of points earned by loyalty program members is included in accrued liabilities as deferred income and recorded as a reduction of revenue at the time the points are earned, based on the historic and projected rate of redemption. The Company recognizes deferred revenue and the cost of the free products distributed to loyalty program members

44

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

when the awards are redeemed. The cost of the free products distributed to program members is recorded within costs of revenues.

        A portion of the Company's transactions includes the sale of auto parts that contain a core component. These components represent the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount if the customer returns a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned by the customer at the point of sale.

        COSTS OF REVENUES    Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits, service center occupancy costs and cost of providing free or discounted towing services to customers. Occupancy costs include utilities, rents, real estate and property taxes, repairs, maintenance, depreciation and amortization expenses.

        VENDOR SUPPORT FUNDS    The Company receives various incentives in the form of discounts and allowances from its suppliers based on purchases or for services that the Company provides to the suppliers. These incentives received from suppliers include rebates, allowances and promotional funds and are generally based on a percentage of the gross amount purchased. Funds are recorded when title of goods purchased have transferred to the Company as the amount is known and not contingent on future events. The amount of funds to be received are subject to supplier agreements and ongoing negotiations that may be impacted in the future based on changes in market conditions, supplier marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company.

        Generally vendor support funds are earned based on purchases or product sales. These incentives are treated as a reduction of inventories and are recognized as a reduction to cost of sales as the inventories are sold. Certain supplier allowances are used exclusively for promotions and to offset certain other direct expenses if the Company determines the allowances are for specific, identifiable incremental expenses. Vendor support funds used to offset direct advertising costs were immaterial for fiscal years 2013, 2012, and 2011.

        WARRANTY RESERVE    The Company provides warranties for both its merchandise sales and service labor. Warranties for merchandise are generally covered by the respective suppliers with the Company covering any costs above the supplier's stipulated allowance. Service labor is warranted in full by the Company for a limited specific time period. The Company establishes its warranty reserves based on historical experience. These costs are included in either costs of merchandise sales or costs of service revenue in the consolidated statement of operations.

45

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The reserve for warranty activity for the years ended February 1, 2014 and February 2, 2013, respectively, are as follows:

(dollar amounts in thousands)
Balance, January 28, 2012	$	673
Additions related to sales in the current year		11,920
Warranty costs incurred in the current year		(11,729	)
Balance, February 2, 2013		864
Additions related to sales in the current year		13,748
Warranty costs incurred in the current year		(13,930	)
Balance, February 1, 2014	$	682

        ADVERTISING    The Company expenses the costs of advertising the first time the advertising takes place. Gross advertising expense for fiscal 2013, 2012 and 2011 was $62.8 million, $63.3 million and $54.9 million, respectively, and is recorded within selling, general and administrative expenses. No advertising costs were recorded as assets as of February 1, 2014 or February 2, 2013.

        STORE OPENING COSTS    The costs of opening new stores are expensed as incurred.

        IMPAIRMENT OF LONG-LIVED ASSETS    The Company evaluates the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds fair value. In addition, the Company reports assets to be disposed of at the lower of the carrying amount or the fair market value less selling costs. See discussion of current year impairments in Note 11, "Store Closures and Asset Impairments."

        EARNINGS PER SHARE    Basic earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year plus incremental shares that would have been outstanding upon the assumed exercise of dilutive stock based compensation awards.

        DISCONTINUED OPERATIONS    The Company's discontinued operations reflect the operating results for closed stores where the customer base could not be maintained. Loss from discontinued operations relates to expenses for previously closed stores and principally includes costs for rent, taxes, payroll, repairs and maintenance, asset impairments, and gains or losses on disposal.

        ACCOUNTING FOR STOCK-BASED COMPENSATION    At February 1, 2014, the Company has two stock-based employee compensation plans, which are described in Note 14, "Equity Compensation Plans." Compensation costs relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

46

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        COMPREHENSIVE INCOME    Other comprehensive income includes changes in the pension liability and fair market value of cash flow hedges.

        DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES    The Company may enter into interest rate swap agreements to hedge the exposure to increasing rates with respect to its certain variable rate debt agreements. The Company recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value. See further discussion in Note 5, "Debt and Financing Arrangements."

        SEGMENT INFORMATION    The Company has six operating segments defined by geographic regions which are Northeast, Mid-Atlantic, Southeast, Central, West and Southern CA. Each segment serves both DIY and DIFM lines of business. The Company aggregates all of its operating segments and has one reportable segment. Sales by major product categories are as follows:

	52 weeks ended		53 weeks ended		52 weeks ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Parts and accessories	$	1,238,384	$	1,252,617	$	1,259,500
Tires		370,313		391,331		383,257
Service labor		457,871		446,782		420,870
Total revenues	$	2,066,568	$	2,090,730	$	2,063,627

        SIGNIFICANT SUPPLIERS    During fiscal 2013, the Company's ten largest suppliers accounted for approximately 45% of merchandise purchased. Only one supplier accounted for more than 10% of the Company's purchases. Other than a commitment to purchase 6.3 million units of oil products at various prices over a three-year period, the Company has no long-term contracts or minimum purchase commitments under which the Company is required to purchase merchandise. Open purchase orders are based on current inventory or operational needs and are fulfilled by suppliers within short periods of time and generally are not binding agreements.

        SELF INSURANCE    The Company has risk participation arrangements with respect to workers' compensation, general liability, automobile liability, and other casualty coverages. The Company has a wholly owned captive insurance subsidiary through which it reinsures this retained exposure. This subsidiary uses both risk sharing treaties and third party insurance to manage this exposure. The Company records both liabilities and reinsurance receivables using actuarial methods utilized in the insurance industry based upon historical claims experience. For the duration of fiscal 2013, the Company self insured certain employee-related health care benefit liabilities. The Company maintains stop loss coverage with third party insurers through which it reinsures certain of its casualty and health care benefit liabilities. The Company's stop loss coverage receivables were immaterial as of February 1, 2014 and February 2, 2013. As of February 1, 2014, the Company moved to a premium based health insurance program with third party providers.

        RECLASSIFICATION    Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders' equity, cash flows or net income.

47

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENT ACCOUNTING STANDARDS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on the Company's consolidated financial statements.

        In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, companies are required to report significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements, and is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company's consolidated financial statements.

NOTE 2—ACQUISITIONS

        During the third quarter of 2013, the Company paid $10.7 million to purchase 18 Service & Tire Centers located in Southern California from AKH Company, Inc., which had operated under the name Discount Tire Centers. This acquisition was financed using cash on hand. Collectively, the acquired stores produced approximately $26.1 million in sales annually based on unaudited pre-acquisition historical information. Revenues attributable to the acquired stores are currently immaterial to date. The results of operations of these acquired stores are included in the Company's results of operations as of the date of acquisition.

        The Company expensed all costs related to this acquisition during Fiscal 2013. The total costs related to this acquisition were immaterial and are included in the consolidated statement of operations within selling, general and administrative expenses.

48

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 2—ACQUISITIONS (Continued)

        The Company has recorded its initial accounting for this acquisition in accordance with accounting guidance on business combinations. The purchase price of the acquisition was preliminarily allocated to tangible assets of approximately $0.8 million and $0.1 million in intangible assets, with the remaining $9.9 million recorded as goodwill. The goodwill was primarily related to growth opportunities and assembled workforces, and is deductible for tax purposes. The Company expects to finalize its purchase price allocation by the end of the 2^nd quarter of fiscal 2014. The Company believes that any subsequent adjustments to the purchase price allocation will not be material.

        As the acquisition was immaterial to the Company's operating results for year ended February 1, 2014, pro forma results of operations are not disclosed.

        During fiscal 2011, the Company made three separate acquisitions. The Company acquired the assets related to seven service and tire centers located in the Seattle-Tacoma area, the assets related to seven service and tire centers located in the Houston, Texas area and all outstanding shares of capital stock of Tire Stores Group Holding Corporation which operated an 85-store chain in Florida, Georgia and Alabama under the name Big 10. Collectively, the acquired stores produced approximately $94.7 million (unaudited) in sales annually based on pre-acquisition historical information. The total purchase price of these stores was approximately $42.6 million in cash and the assumption of certain liabilities. The acquisitions were financed through cash flows provided by operations. The results of operations of these acquired stores are included in the Company's results from their respective acquisition dates.

        The Company has recorded its accounting for these acquisitions in accordance with accounting guidance on business combinations. The acquisitions resulted in goodwill related to, among other things, growth opportunities and assembled workforces. A portion of the goodwill is expected to be deductible for tax purposes. The Company has recorded finite-lived intangible assets at their estimated fair value related to trade names, favorable and unfavorable leases.

        The Company expensed all costs related to these acquisitions during fiscal 2011. The total costs related to these acquisitions were $1.5 million and are included in the consolidated statement of operations within selling, general and administrative expenses.

49

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 2—ACQUISITIONS (Continued)

        The purchase price of the acquisitions has been allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill on the basis of estimated fair values. The allocation is as follows:

(dollar amounts in thousands)	As of Acquisition Dates
Current assets	$	11,421
Intangible assets		950
Other non-current assets		9,149
Current liabilities		(13,817	)
Long-term liabilities		(9,458	)
Total net identifiable assets acquired	$	(1,755	)
Total consideration transferred, net of cash acquired	$	42,614
Less: total net identifiable assets acquired		(1,755	)
Goodwill	$	44,369

        Intangible assets consist of trade names ($0.6 million) and favorable leases ($0.3 million). Long-term liabilities include unfavorable leases ($9.1 million). The trade names are being amortized over their estimated useful life of 3 years. The favorable and unfavorable lease intangible assets and liabilities are being amortized to rent expense over their respective lease terms, ranging from 2 to 16 years. Amortization expense for the favorable and unfavorable leases over the next four years is approximately $0.6 million per year. Deferred tax assets in the amount of $6.8 million are primarily recorded in other non-current liabilities.

        Sales for the fiscal 2011 acquired stores totaled $63.9 million from acquisition date through January 28, 2012. The net loss for the acquired stores for the period from acquisition date through January 28, 2012 was $2.0 million, excluding transition related expenses.

        As the acquisitions (including Big 10) were immaterial to the operating results both individually and in aggregate for the fifty-two week periods ended January 28, 2012 and January 29, 2011, pro forma results for the fifty-two week period ended January 28, 2012 are not presented.

        In 2011, the Company recorded a reduction to the contingent consideration of $0.7 million related to one of the Company's acquisitions. The reversal of contingent consideration was recorded to selling, general and administrative expenses in the consolidated statements of operations.

50

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 3—OTHER CURRENT ASSETS

        The following are the components of other current assets:

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Reinsurance receivable	$	61,182	$	59,160
Income taxes receivable		1,643		668
Other		580		610
Total	$	63,405	$	60,438

NOTE 4—ACCRUED EXPENSES

        The following are the components of accrued expenses:

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Casualty and medical risk insurance	$	153,830	$	152,606
Accrued compensation and related taxes		30,645		27,641
Sales tax payable		12,245		11,556
Other		40,683		40,474
Total	$	237,403	$	232,277

NOTE 5—DEBT AND FINANCING ARRANGEMENTS

        The following are the components of debt and financing arrangements:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Senior Secured Term Loan, due October 2018	$	198,000		$	200,000
Revolving Credit Agreement, through July 2016		3,500			—
Long-term debt		201,500			200,000
Current maturities		(2,000	)		(2,000	)
Long-term debt less current maturities	$	199,500		$	198,000

Senior Secured Term Loan due October 2018

        On October 11, 2012, the Company entered into the Second Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, N.A., as Administrative Agent, and the other parties thereto that (i) increased the size of the Company's Senior Secured Term Loan (the "Term Loan") to $200.0 million, (ii) extended the maturity of the Term Loan from October 27, 2013 to October 11, 2018, (iii) reset the interest rate under the Term Loan to the London Interbank Offered Rate (LIBOR), subject to a floor of 1.25%, plus 3.75% and (iv) added an additional 16 of the Company's owned locations to the collateral pool securing the Term Loan. The amended and restated Term Loan was deemed to be substantially different than the prior Term Loan, and therefore the

51

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 5—DEBT AND FINANCING ARRANGEMENTS (Continued)

modification of the debt was treated as a debt extinguishment. The Company recorded $6.5 million of deferred financing costs related to the Second Amended and Restated Credit Agreement.

        Net proceeds from the fiscal 2012 amendment and restatement of the Term Loan together with cash on hand were used to settle the Company's outstanding interest rate swap on the Term Loan as structured prior to its amendment and restatement and to satisfy and discharge all of the Company's outstanding 7.5% Senior Subordinated Notes ("Notes") due 2014. The settlement of the interest rate swap resulted in the reclassification of $7.5 million of accumulated other comprehensive loss to interest expense. The Company recognized, in interest expense, $1.9 million of deferred financing costs related to the Notes and the Term Loan as structured prior to its amendment and restatement. The interest payment and the swap settlement payment are presented within cash flows from operations on the consolidated statement of cash flows.

        On October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together were designated as a cash flow hedge on the first $100.0 million of the Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%.

        On November 12, 2013, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement. The First Amendment reduced the interest rate payable by the Company from (i) LIBOR, subject to a 1.25% floor, plus 3.75% to (ii) LIBOR, subject to a 1.25% floor, plus 3.00%. The Company recorded $0.8 million of deferred financing costs related to the First Amendment.

        As of February 1, 2014, 142 stores collateralized the Term Loan. The amount outstanding under the Term Loan as of February 1, 2014 and February 2, 2013 was $198.0 million and $200.0 million, respectively.

Revolving Credit Agreement Through July 2016

        The Company has a Revolving Credit Agreement among the Company, Bank of America, N.A., as Administrative Agent, and the other parties thereto providing for borrowings of up to $300.0 million and having a maturity of July 2016. The interest rate on this facility is LIBOR plus a margin of 2.00% to 2.50% for LIBOR rate borrowings or Prime plus 1.00% to 1.50% for Prime rate borrowings. The margin is based upon the then current availability under the facility. As of February 1, 2014, the Company had $3.5 million outstanding under the facility and $44.8 million of availability was utilized to support outstanding letters of credit. Taking into account the borrowing base requirements (including reduction for amounts outstanding under the supplier financing program), as of February 1, 2014 there was $161.4 million of availability remaining under the facility.

Other Matters

        The Company's debt agreements require compliance with covenants. The most restrictive of these covenants, an earnings before interest, taxes, depreciation and amortization ("EBITDA") requirement, is triggered if the Company's availability under its Revolving Credit Agreement plus unrestricted cash drops below $50.0 million. As of February 1, 2014, the Company was in compliance with all financial

52

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 5—DEBT AND FINANCING ARRANGEMENTS (Continued)

covenants contained in its debt agreements. The weighted average interest rate on all debt borrowings during fiscal 2013 and 2012 was 4.9% and 5.1%, respectively.

        The Company has a supplier financing program with availability up to $200.0 million which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants. The outstanding balance under the program was $129.8 million and $149.7 million under the program as of February 1, 2014 and February 2, 2013, respectively.

        The Company has letter of credit arrangements in connection with its risk management and import merchandising programs. The Company had $13.9 million and $5.2 million outstanding commercial letters of credit as of February 1, 2014 and February 2, 2013, respectively. The Company was contingently liable for $30.9 million and $32.2 million in outstanding standby letters of credit as of February 1, 2014 and February 2, 2013, respectively.

        The Company is also contingently liable for surety bonds in the amount of approximately $10.6 million and $11.5 million as of February 1, 2014 and February 2, 2013, respectively. The surety bonds guarantee certain payments (for example utilities, easement repairs, licensing requirements and customs fees).

        The annual maturities of long-term debt, for the next five fiscal years are:

(dollar amounts in thousands) Fiscal Year	Long-Term Debt
2014	$	2,000
2015		2,000
2016		5,500
2017		2,000
2018		190,000
Thereafter		—
Total	$	201,500

        Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt obligations and are considered a level 2 measure under the fair value hierarchy. The estimated fair value of long-term debt including current maturities was $203.7 million and $203.5 million as of February 1, 2014 and February 2, 2013, respectively.

53

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 6—LEASE AND OTHER COMMITMENTS

        In fiscal 2013, in connection with the acquisitions discussed in Note 2, the Company assumed additional lease obligations totaling $17.4 million over an average of 10 years. The aggregate minimum rental payments for all leases having initial terms of more than one year are as follows:

(dollar amounts in thousands) Fiscal Year	Operating Leases
2014	$	111,025
2015		103,824
2016		95,989
2017		88,129
2018		77,120
Thereafter		294,535
Aggregate minimum lease payments	$	770,622

        Rental expense incurred for operating leases in fiscal 2013, 2012, and 2011 was $102.3 million, $97.9 million and $91.6 million, respectively, and are recorded primarily in cost of revenues. The deferred gain for all sale leaseback transactions is being recognized as a reduction of costs of merchandise sales and costs of service revenues over the minimum term of these leases.

NOTE 7—ASSET RETIREMENT OBLIGATIONS

        The Company records asset retirement obligations as incurred and when reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The obligation principally represents the removal of leasehold improvements from stores upon termination of store leases. The obligations are recorded as liabilities at fair value using discounted cash flows and are accreted over the lease term. Costs associated with the obligations are capitalized and amortized over the estimated remaining useful life of the asset.

        The Company has recorded a liability pertaining to the asset retirement obligation in other long-term liabilities on its consolidated balance sheet. Changes in assumptions reflect favorable

54

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 7—ASSET RETIREMENT OBLIGATIONS (Continued)

experience with the rate of occurrence of obligations and expected settlement dates. The liability for asset retirement obligations activity from January 28, 2012 through February 1, 2014 is as follows:

(dollar amounts in thousands)
Asset retirement obligation at January 28, 2012	$	5,875
Additions		89
Change in assumptions		(288	)
Settlements		(11	)
Accretion expense		298
Asset retirement obligation at February 2, 2013		5,963
Additions		245
Change in assumptions		(287	)
Settlements		(12	)
Accretion expense		334
Asset retirement obligation at February 1, 2014	$	6,243

NOTE 8—INCOME TAXES

        The components of income from continuing operations before income taxes are as follows:

	Year Ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Domestic	$	8,533	$	14,577	$	36,634
Foreign		757		7,923		4,954
Total	$	9,290	$	22,500	$	41,588

55

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 8—INCOME TAXES (Continued)

        The provision for income taxes includes the following:

	Year Ended
(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Current:
Federal	$	(267	)	$	(338	)	$	—
State		451			471			602
Foreign		2,132			1,636			1,557
Deferred:
Federal(a)		2,765			6,548			14,743
State		840			988			(3,887	)
Foreign		(3,684	)		40			(555	)
Total income tax expense from continuing operations(a)	$	2,237		$	9,345		$	12,460

^(a)

Excludes tax benefit recorded to discontinued operations of $0.1 million, $0.2 million and $0.1 million in fiscal years 2013, 2012 and 2011, respectively.

        A reconciliation of the statutory federal income tax rate to the effective rate for income tax expense follows:

	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Statutory tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax		6.0			4.1			3.2
Foreign taxes, net of federal tax		4.4			5.6			1.7
Tax credits, net of valuation allowance		(7.5	)		(3.2	)		(2.3	)
Foreign deferred adjustment		(8.4	)		—			—
Foreign tax law change impact		(3.8	)		—			—
Tax uncertainty adjustment		(3.0	)		(1.5	)		(0.1	)
Release of valuation allowance		—			—			(8.3	)
Non deductible expenses		3.5			0.5			0.7
Stock compensation		—			1.8			0.1
Other, net		(2.1	)		(0.8	)		—
		24.1	%		41.5	%		30.0	%

56

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 8—INCOME TAXES (Continued)

        Items that gave rise to the deferred tax accounts are as follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Deferred tax assets:
Employee compensation	$	3,544		$	5,274
Store closing reserves		673			719
Legal reserve		182			122
Benefit accruals		2,109			1,247
Net operating loss carryforwards—Federal		1,115			1,887
Net operating loss carryforwards—State		111,258			111,785
Tax credit carryforwards		26,605			16,291
Accrued leases		15,215			16,032
Interest rate derivatives		—			708
Deferred gain on sale leaseback		46,176			51,124
Deferred revenue		2,987			5,194
Other		1,312			1,874
Gross deferred tax assets		211,176			212,257
Valuation allowance		(106,695	)		(102,341	)
		104,481			109,916
Deferred tax liabilities:
Depreciation	$	33,059		$	42,400
Inventories		71,630			65,203
Real estate tax		3,300			3,214
Insurance and other		4,299			6,261
Interest rate derivatives		274			—
Debt related liabilities		3,606			3,588
		116,168			120,666
Net deferred tax (liability) asset	$	(11,687	)	$	(10,750	)

        As of February 1, 2014, the Company had available tax net operating losses that can be carried forward to future years. The Company has $1.1 million of deferred tax assets related to federal net operating loss carryforwards which begin to expire in 2027. The Company has $2.4 million of deferred tax assets related to state tax net operating loss carryforwards in unitary filing jurisdictions, of which 1.6% will expire in the next five years and a full valuation allowance has been recorded against. The balance of $108.9 million of the Company's net operating loss carryforwards are for separate company state filing jurisdictions that will expire in various years beginning in 2014. Separate company state net operating losses of $107.1 million are in the jurisdictions where the Company has recorded a full valuation allowance against its net deferred tax assets.

        The tax credit carryforward as of February 1, 2014 consists of $7.9 million of alternative minimum tax credits, $7.0 million of hiring credits and $11.7 million of various state and foreign credits. The alternative minimum tax credits have an indefinite life, while the other credits are scheduled to expire

57

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 8—INCOME TAXES (Continued)

in various years starting from 2014, of which $6.7 million have valuation allowances recorded against them.

        The temporary differences between the book and tax treatment of income and expenses result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted. In fiscal year 2013, the Company recorded a benefit for gross state hiring credits of approximately $6.3 million that were impacted by a state tax law change enacted during the fiscal year that restricted the carryforward period for these credits. The Company recorded $6.7 million of gross valuation allowances on these credits and other state credit carryforwards. There was no significant change in the Company's valuation allowance position in fiscal year 2012.

        The Company and its subsidiaries' largest jurisdictions subject to income tax are U.S. federal, Puerto Rico (foreign) and various states jurisdictions, in respective order of significance. The Company's U.S. federal returns for tax years 2011 and forward are subject to examination. Foreign, state and local income tax returns are generally subject to examination for a period of three to five years after filing of the respective returns.

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Unrecognized tax benefit balance at the beginning of the year	$	2,274		$	3,364		$	4,131
Gross increases for tax positions taken in prior years		—			—			—
Gross decreases for tax positions taken in prior years		—			(338	)		—
Gross increases for tax positions taken in current year		13			201			235
Settlements taken in current year		—			—			—
Lapse of statute of limitations		(346	)		(953	)		(1,002	)
Unrecognized tax benefit balance at the end of the year	$	1,941		$	2,274		$	3,364

        The Company recognizes potential interest and penalties for unrecognized tax benefits in income tax expense and, accordingly, the Company recognized $0.1 million in fiscal years 2013 and 2012 related to potential interest and penalties associated with uncertain tax positions. As of February 1, 2014, February 2, 2013 and January 28, 2012, the Company has recorded $0.5 million, $0.5 million, and $0.3 million, respectively, for the payment of interest and penalties which are excluded from the unrecognized tax benefit noted above.

58

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 8—INCOME TAXES (Continued)

        Unrecognized tax benefits include $0.7 million, $0.9 million, and $1.3 million, as of February 1, 2014, February 2, 2013 and January 28, 2012, respectively, that if recognized would affect the Company's annual effective tax rate. The Company does not anticipate material changes to its unrecognized tax benefits within the next twelve months.

NOTE 9—STOCKHOLDERS' EQUITY

        On December 12, 2012, the Company's Board of Directors authorized a program to repurchase up to $50.0 million of the Company's common stock to be made from time to time in the open market or in privately negotiated transactions, with no expiration date. The Company repurchased 237,624 shares of Common Stock for $2.8 million in fiscal 2013 and 35,000 shares of Common Stock for $0.3 million in fiscal 2012. All of these repurchased shares were placed into the Company's treasury.

NOTE 10—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        The following table presents changes in accumulated other comprehensive income (loss) for the year ended February 1, 2014:

	Gains on Cash Flow Hedges
(dollar amounts in thousands)	February 1, 2014
Beginning balance	$	(980	)
Other comprehensive income before reclassifications, net of $584 tax		975
Amounts reclassified from accumulated other comprehensive income (loss), net of $230 tax(a)		384
Net current-period other comprehensive income		1,359
Ending balance	$	379

^(a)

Reclassified amount increased interest expense.

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS

        During fiscal 2013, the Company recorded a $7.7 million impairment charge related to 47 stores, four of which were classified as held for disposal and 43 of which were classified as held and used as of February 1, 2014. Of the $7.7 million impairment charge, $2.4 million was charged to merchandise cost of sales, and $5.3 million was charged to service cost of sales. In fiscal 2012, the Company recorded a $10.6 million impairment charge related to 49 stores classified as held and used. Of the $10.6 million impairment charge, $5.1 million was charged to merchandise cost of sales, and $5.5 million was charged to service cost of sales. In both years the Company used a probability-weighted approach and estimates of expected future cash flows to determine the fair value of these stores. Discount and growth rate assumptions were derived from current economic conditions, management's expectations and projected trends of current operating results. The fair market value estimates are classified as a Level 2 or Level 3 measure within the fair value hierarchy. The remaining fair value of the impaired assets was $4.2 million and $2.3 million at February 1, 2014 and February 2, 2013, respectively.

59

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS (Continued)

        A store is classified as held for disposal when (i) the Company has committed to a plan to sell, (ii) the building is vacant and the property is available for sale, (iii) the Company is actively marketing the property for sale, (iv) the sale price is reasonable in relation to its current fair value and (v) the Company expects to complete the sale within one year. Assets held for disposal have been valued at the lower of their carrying amount or their estimated fair value, net of disposal costs. The fair value of these assets is estimated using readily available market data for comparable properties and is classified as a Level 2 (as described in Note 16, "Fair Value Measurements") measure within the fair value hierarchy. No depreciation expense is recognized during the period the asset is held for disposal. During fiscal 2013, the Company had four stores classified as assets held for disposal, which are as follows:

	Year Ended
(dollar amounts in thousands)	February 1, 2014
Land	$	1,348
Building and improvements		3,946
Accumulated depreciation		(3,281	)
Property and equipment—net	$	2,013
Number of properties		4

        The Company classifies the four properties as held for disposal as the Company continues to actively market the properties at prices the Company believes reasonable given current market conditions and expects to sell these properties within the next twelve months. In addition, during fiscal 2013, the Company recorded $0.9 million of impairment charges related to four stores classified as held for disposal of which $0.7 million was charged to merchandise cost of sales and $0.2 was charged to service cost of sales. There were no stores classified as held for disposal in fiscal 2012.

60

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS (Continued)

        The following schedule details activity in the reserve for closed locations for the three years in the period ended February 1, 2014. The reserve balance includes remaining rent on leases net of sublease income.

(dollar amounts in thousands)
Balance, January 29, 2011	$	1,241
Accretion of present value of liabilities		53
Change in assumptions about future sublease income, lease termination		310
Cash payments		674
Balance, January 28, 2012		(477	)
Accretion of present value of liabilities		1,801
Provision for closed locations		137
Change in assumptions about future sublease income, lease termination		367
Cash payments		(664	)
Balance, February 2, 2013		1,641
Accretion of present value of liabilities		36
Change in assumptions about future sublease income, lease termination		322
Cash payments		(1,449	)
Balance, February 1, 2014	$	550

61

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 12—EARNINGS PER SHARE

        The following schedule presents the calculation of basic and diluted earnings per share for earnings from continuing operations:

		Year Ended
	(dollar amounts in thousands, except per share amounts)	February 1, 2014			February 2, 2013			January 28, 2012
(a)	Earnings from continuing operations before discontinued operations	$	7,053		$	13,155		$	29,128
	Loss from discontinued operations, net of tax benefit of $102, $186 and $121		(188	)		(345	)		(225	)
	Net earnings	$	6,865		$	12,810		$	28,903
(b)	Basic average number of common shares outstanding during period		53,378			53,225			52,958
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price		585			729			673
(c)	Diluted average number of common shares assumed outstanding during period		53,963			53,954			53,631
	Basic earnings per share:
	Earnings from continuing operations (a/b)	$	0.13		$	0.25		$	0.55
	Discontinued operations, net of tax		—			(0.01	)		(0.01	)
	Basic earnings per share	$	0.13		$	0.24		$	0.54
	Diluted earnings per share:
	Earnings from continuing operations (a/c)	$	0.13		$	0.24		$	0.54
	Discontinued operations, net of tax		—			—			—
	Diluted earnings per share	$	0.13		$	0.24		$	0.54

        Certain stock options were excluded from the calculations of diluted earnings per share because their exercise prices were greater than the average market price of the common shares for the period then ended and therefore would be anti-dilutive. The total number of such shares excluded from the diluted earnings per share calculation was 937,000; 859,000; and 870,000 as of February 1, 2014, February 2, 2013, and January 28, 2012, respectively.

NOTE 13—BENEFIT PLANS

DEFINED BENEFIT AND CONTRIBUTION PLANS

        The Company continues to maintain the non-qualified defined contribution portion of the SERP plan (the "Account Plan") for key employees designated by the Board of Directors. On January 31, 2014, the Account Plan was amended to eliminate the retirement plan contributions that have historically been made by the Company effective for calendar year 2015. The Company's contribution

62

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 13—BENEFIT PLANS (Continued)

expense for the Account Plan was $0.8 million, $0.1 million and $0.3 million for fiscal 2013, 2012 and 2011, respectively.

        The Company has a qualified 401(k) savings plan and a separate savings plan for employees residing in Puerto Rico, which cover all full-time employees who are at least 21 years of age with one or more years of service. The Company contributes the lesser of 50% of the first 6% of a participant's contributions or 3% of the participant's compensation under both savings plans. For fiscal 2012 and 2011, the Company's contributions were conditional upon the achievement of certain pre-established financial performance goals which were not met in fiscal 2012 or 2011. Employer contributions for fiscal 2013 were not conditional. The Company's savings plans' contribution expense was $3.5 million in fiscal 2013.

        During the fourth quarter of fiscal 2012, the Company terminated its defined benefit pension plan and contributed $14.1 million to fully fund the plan on a termination basis. Accordingly, the Company has no further defined benefit pension expense. The participants' benefits were converted into a lump sum cash payment or an annuity contract placed with an insurance carrier. The Company used a fiscal year end measurement date for determining the benefit obligation and the fair value of Plan assets. The actuarial computations were made using the "projected unit credit method." Variances between actual experience and assumptions for costs and returns on assets were amortized over the remaining service lives of employees under the Plan.

        Pension expense is as follows:

	Year Ended
(dollar amounts in thousands)	February 2, 2013			January 28, 2012
Service cost	$	—		$	—
Interest cost		2,170			2,558
Expected return on plan assets		(2,658	)		(2,745	)
Amortization of prior service cost		13			14
Recognized actuarial loss		1,896			1,499
Net Period Pension Cost		1,421			1,326
Settlement Charge		17,753			—
Net Period Pension Cost	$	19,174		$	1,326

63

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 13—BENEFIT PLANS (Continued)

        The following actuarial assumptions were used to determine benefit obligation and pension expense:

	Year Ended
	February 2, 2013			January 28, 2012
Benefit obligation assumptions:
Discount rate		N/A			4.60	%
Rate of compensation increase		N/A			N/A
Pension expense assumptions:
Discount rate		4.60	%		5.70	%
Expected return on plan assets		6.80	%		6.80	%
Rate of compensation expense		N/A			N/A

        The Company selected the discount rate for the benefit obligation at February 2, 2013 to reflect a rate commensurate with a model bond portfolio with durations that match the expected payment patterns of the plans. To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of a long-term rate of return on assets of 6.80% for fiscal 2012 and fiscal 2011.

64

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 13—BENEFIT PLANS (Continued)

        The following table sets forth the reconciliation of the benefit obligation, fair value of plan assets and funded status of the Company's defined benefit plans:

	Year ended
(dollar amounts in thousands)	February 2, 2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	53,974
Interest cost		2,170
Actuarial loss		3,621
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Benefit obligation at end of year	$	—
Change in plan assets:
Fair value of plan assets at beginning of year	$	43,602
Actual return on plan assets (net of expenses)		2,050
Employer contributions		14,113
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Fair value of plan assets at end of year	$	—
Unfunded status at fiscal year end	$	—
Net amounts recognized on consolidated balance sheet at fiscal year end
Noncurrent benefit liability (included in other long-term liabilities)	$	—
Net amount recognized at fiscal year end	$	—
Amounts recognized in accumulated other comprehensive income (pre-tax) at fiscal year end
Actuarial loss	$	—
Prior service cost		—
Net amount recognized at fiscal year end	$	—
Other comprehensive (income) loss attributable to change in pension liability recognition	$	(15,433	)
Accumulated benefit obligation at fiscal year end	$	—
Other information
Employer contributions expected in fiscal 2013	$	—
Estimated actuarial loss and prior service cost amortization in fiscal 2013	$	—

Plan Assets and Investment Policy

        Investment policies were established in accordance with the Company's Benefits Committee (the "Committee") responsibilities to the participants of the Plan and its beneficiaries, and in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The objective of

65

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 13—BENEFIT PLANS (Continued)

the Plan was to meet current and future benefit payment needs within the constraints of diversification and prudent risk taking. The Plan was diversified across asset classes to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation. Investment objectives for each asset class were determined based on specific risks and investment opportunities identified. The Company believes that the diversification of its assets minimizes the risk due to concentration of the Plan assets.

        The Company updated its long-term, strategic asset allocations annually using various analytics to determine the optimal asset mix and consideration of plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions (such as private equity and real estate), and the timing of benefit payments and contributions. Short term investments and exchange-traded derivatives were used to rebalance the actual asset allocation to the target asset allocation. The asset allocation was monitored and rebalanced on a monthly basis.

        The manager of the investments provided advice and recommendations to help the Committee discharge its fiduciary responsibilities in furtherance of the Plan's goals and objectives. The manager had the discretion to allocate assets among funds within each asset class to conform to strategic targets and ranges established by the Committee. The target asset allocation was 50% equity securities and 50% fixed income. The investment policy requires that the asset allocation be maintained within certain ranges. The weighted average asset allocations and asset allocation ranges by asset category were as follows:

Weighted Average Asset Allocations

	January 28, 2012			Asset Allocation Ranges
Total equities		50	%		45 - 55	%
Domestic equities		32	%		28 - 38	%
Non-US equities		18	%		12 - 22	%
Fixed income		50	%		45 - 55	%

        Generally, investments are valued based on information in financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisal by qualified persons, transactions and bona fide offers. Money market funds are valued using a market approach based on the quoted market prices of identical instruments. These investments are classified within Level 1 of the fair value hierarchy.

        Domestic equities, non-US equities, and both long duration fixed income securities consist of collective trust ("CT") funds. CT funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. CT funds are valued at their net asset values that are calculated by the investment manager of the fund and have daily or monthly liquidity. These investments are classified within Level 2 of the fair value hierarchy.

66

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 13—BENEFIT PLANS (Continued)

        Guaranteed annuity contracts ("GACs") are annuity insurance contracts. GACs are primarily invested in public bonds with some small placement in common stock, private placement bonds and commercial mortgage products. The GACs are valued based on unobservable inputs, as observable inputs are not available, using valuation methodologies to determine fair value. GACs are deemed to be Level 3 investments.

        The following table provides a summary of changes in fair value of Level 3 financial assets during fiscal 2012:

(dollar amounts in thousands)	Fair Value
Balance, January 28, 2012	$	1,334
Transfers from other investments		—
Interest income and gains		116
Administrative fees		(72	)
Benefits paid during the period		(1,378	)
Balance, February 2, 2013	$	—

DEFERRED COMPENSATION PLAN

        The Company maintains a non-qualified deferred compensation plan that allows its officers and certain other employees to defer up to 20% of their annual salary and 100% of their annual bonus. The first 20% of an officer's bonus deferred into the Company's stock was matched by the Company on a one-for-one basis with Company stock that vests and is expensed over three years. The shares required to satisfy distributions of voluntary bonus deferrals and the accompanying match in the Company's stock are issued from its treasury account. On January 31, 2014, the Company amended the deferred compensation plan to eliminate the automatic matching employer contributions effective for fiscal 2014.

RABBI TRUST

        The Company establishes and maintains a deferred liability for the non-qualified deferred compensation plan and the Account Plan. The Company plans to fund this liability by remitting the officers' deferrals to a Rabbi Trust where these are invested in variable life insurance policies. These assets are included in non-current other assets and are considered to be a Level 2 measure within the fair value hierarchy. Accordingly, all gains and losses on these underlying investments, which are held in the Rabbi Trust to fund the deferred liability, are recognized in the Company's Consolidated Statement of Operations. Under these plans, there were liabilities of $6.9 million at February 1, 2014 and $6.7 million at February 2, 2013, respectively, which are recorded primarily in other long-term liabilities.

67

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 14—EQUITY COMPENSATION PLANS

        The Company has a stock-based compensation plan (the "2009 Plan") under which it has previously granted, and may continue to grant, non-qualified stock options, incentive stock options, restricted stock units ("RSUs"), and Performance Share Units ("PSUs") to key employees and members of its Board of Directors. As of February 1, 2014, there were 2,738,100 awards outstanding and 770,361 awards available for grant under the 2009 Plan.

        Incentive stock options and non-qualified stock options granted to non-officers vest fully on the third anniversary of their grant date and to officers vest in equal tranches over three or four year periods. Generally, all options granted prior to March 3, 2004 carry an expiration date of ten years and options granted on or after March 3, 2004 carry an expiration date of seven years. RSUs previously granted to non-officers vest fully on the third anniversary of their grant date. RSUs previously granted to officers vest in equal tranches over three or four year periods. PSUs granted to officers vest on the third anniversary of their grant date if, and only if, certain predetermined performance targets are achieved.

        The Company has also granted RSUs under the 2009 plan in conjunction with its non-qualified deferred compensation plan. Under the deferred compensation plan, the first 20% of an officer's bonus deferred into the Company's stock fund was matched by the Company on a one-for-one basis with RSUs that vest over a three-year period, with one third vesting on each of the first three anniversaries of the grant date. On January 31, 2014, the Company amended and restated the deferred compensation plan to eliminate the automatic matching employer contributions effective for fiscal 2014.

        The terms and conditions applicable to future grants under the 2009 plan are generally determined by the Board of Directors, provided that the exercise price of stock options must be at least 100% of the quoted market price of the common stock on the grant date. The Company currently satisfies all share requirements resulting from RSU and PSU conversions and option exercises from its treasury stock. The Company believes its treasury share balance at February 1, 2014 is adequate to satisfy such activity during the next twelve-month period.

        The following table summarizes the options under the plans:

	Fiscal Year 2013
	Shares			Weighted Average Exercise Price
Outstanding—beginning of year		1,678,593		$	8.20
Granted		308,963			11.86
Exercised		(188,652	)		7.16
Forfeited		(84,514	)		11.02
Expired		(55,919	)		13.48
Outstanding—end of year		1,658,471			8.67
Vested and expected to vest options—end of year		1,630,736			8.62
Options exercisable—end of year		1,158,960			7.53

68

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

        The following table summarizes information about options during the last three fiscal years (dollars in thousands except per option):

	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per option	$	5.11	$	4.65	$	5.38
Intrinsic value of options exercised	$	1,059	$	874	$	202

        The aggregate intrinsic value of outstanding options, exercisable options and expected to vest options at February 1, 2014 was $5.8 million, $5.5 million and $0.3 million, respectively. At February 1, 2014, the weighted average remaining contractual term of outstanding options, exercisable options and expected to vest options was 4.1 years, 3.0 years and 6.6 years, respectively. At February 1, 2014, there was approximately $1.7 million of total unrecognized pre-tax compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.3 years.

        The following table summarizes information about non-vested PSUs and RSUs since February 2, 2013:

	Number of PSUs			Number of RSUs			Total			Weighted Average Fair Value
Nonvested at February 2, 2013		651,305			145,295			796,600		$	9.67
Granted		259,986			77,607			337,593			12.23
Forfeited		(235,778	)		(7,442	)		(243,220	)		9.30
Vested		—			(65,515	)		(65,515	)		11.57
Nonvested at February 1, 2014		675,513			149,945			825,458			10.68

        The following table summarizes information about RSUs during the last three fiscal years:

(dollar amounts in thousands)	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per unit	$	12.23	$	9.48	$	10.45
Fair value at vesting date	$	758	$	768	$	1,498
Intrinsic value at conversion date	$	525	$	218	$	896
Tax benefits realized from conversions	$	197	$	82	$	336

        At February 1, 2014, there was approximately $2.7 million of total unrecognized pre-tax compensation cost related to non-vested PSUs and RSUs in the aggregate, which is expected to be recognized over a weighted-average period of 1.1 years.

        The Company recognized approximately $1.2 million, $1.1 million, and $1.3 million of compensation expense related to stock options, and approximately $1.8 million, $0.2 million, and $1.9 million of compensation expense related to PSUs and RSUs in the aggregate, included in selling, general and administrative expenses for fiscal 2013, 2012, and 2011, respectively. The related tax benefit recognized was approximately $1.1 million, $0.4 million and $1.2 million for fiscal 2013, 2012 and 2011, respectively.

69

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

        Expected volatility is based on historical volatilities for a time period similar to that of the expected term and the expected term of the options is based on actual experience. The risk-free rate is based on the U.S. treasury yield curve for issues with a remaining term equal to the expected term. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following are the weighted-average assumptions:

	Year ended
	February 1, 2014	February 2, 2013	January 28, 2012
Dividend yield	0%	0%	1.0%
Expected volatility	53%	58%	58%
Risk-free interest rate range:
High	0.7%	0.6%	1.9%
Low	0.7%	0.5%	1.6%
Ranges of expected lives in years	4 - 5	4 - 5	4 - 5

        The Company granted approximately 109,000 and 106,000 PSUs in fiscal 2013 and 2012, respectively that will vest if the employees remain continuously employed through the third anniversary date of the grant and the Company achieves a return on invested capital target for fiscal years 2015 and 2014, respectively. The number of underlying shares that may be issued upon vesting will range from 0% to 150%, depending upon the Company achieving the financial targets in fiscal years 2015 and 2014, respectively. At the date of the grants, the fair values were $11.85 per unit and $9.98 per unit for the 2013 and 2012 awards, respectively. The Company also granted approximately 55,000 and 53,000 PSUs for fiscal 2013 and 2012, respectively, that will vest if the employees remain continuously employed through the third anniversary date of the grant and will become exercisable if the Company satisfies a total shareholder return target in fiscal 2015 and 2014, respectively. The number of underlying shares that may become exercisable will range from 0% to 175% depending on whether the market condition is achieved. The Company used a Monte Carlo simulation to estimate a $13.41 per unit and $7.96 per unit grant date fair value for the 2013 and 2012 PSUs, respectively. The non-vested restricted stock award table reflects the maximum vesting of underlying shares for performance and market based awards granted in both 2013 and 2012.

        During fiscal 2013, the Company granted approximately 4,000 restricted stock units for officers' deferred bonus matches under the Company's non-qualified deferred compensation plan, which vest over a three-year period. The fair value of these awards was $11.25 per unit and the compensation expense recorded for these awards was immaterial. The Company did not grant any restricted stock units for officers' deferred bonus matches under the Company's non-qualified deferred compensation plan during fiscal 2012.

        During fiscal 2013, the Company granted approximately 54,000 restricted stock units to its non-employee directors of the board, which vest over a one-year period with a quarter vesting on each of the first four quarters following their grant date. The fair value for these awards was $12.05 per unit. During fiscal 2012, the Company granted approximately 33,000 restricted stock units to its non-employee directors of the board, which vest over a one-year period with a quarter vesting on each of the first four quarters following their grant date. The fair value was $9.98 per unit.

70

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

        The Company reflects in its consolidated statement of cash flows any tax benefits realized upon the exercise of stock options or issuance of RSUs in excess of that which is associated with the expense recognized for financial reporting purposes. The amounts reflected as financing cash inflows and operating cash outflows in the Consolidated Statement of Cash Flows for fiscal 2013, 2012 and 2011 are immaterial.

        During fiscal 2011, the Company began an employee stock purchase plan which provides eligible employees the opportunity to purchase shares of the Company's stock at a stated discount through regular payroll deductions. The aggregate number of shares of common stock that may be issued or transferred under the plan is 2,000,000 shares. All shares purchased by employees under this plan will be issued through treasury stock. The Company's expense for the discount during fiscal years 2013 and 2012 was immaterial. As of February 1, 2014, there were 1,875,753 shares available for issuance under this plan.

NOTE 15—INTEREST RATE SWAP AGREEMENT

        In the third quarter of fiscal 2012, the Company settled its interest rate swap designated as a cash flow hedge on $145.0 million of the Company's Term Loan prior to its amendment and restatement. The swap was used to minimize interest rate exposure and overall interest costs by converting the variable component of the total interest rate to a fixed rate of 5.036%. Since February 1, 2008, this swap was deemed to be fully effective and all adjustments in the interest rate swap's fair value were recorded to accumulated other comprehensive loss. The settlement of this swap resulted in an interest charge of $7.5 million, which was previously recorded within accumulated other comprehensive loss. Immediately subsequent to the previous interest rate swap's settlement, on October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together are designated as a cash flow hedge on the first $100.0 million of the amended and restated Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%. As of February 1, 2014 and February 2, 2013, the fair value of the new swap was a net $0.6 million asset and a net $1.6 million payable, respectively, recorded within other long-term assets or other long-term liabilities on the balance sheet.

        The Company's refinancing of the $200.0 million Term Loan on November 12, 2013, which lowered the interest rate payable by the Company from LIBOR, subject to a 1.25% floor plus 3.75%, to LIBOR, subject to a 1.25% floor plus 3.00%, had no impact on the Company's interest rate swap or hedge accounting.

NOTE 16—FAIR VALUE MEASUREMENTS

        The Company's fair value measurements consist of (a) non-financial assets and liabilities that are recognized or disclosed at fair value in the Company's financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities.

        Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is a hierarchy for inputs used in measuring fair value that maximizes the use of observable

71

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 16—FAIR VALUE MEASUREMENTS (Continued)

inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

        The Company's long-term investments and interest rate swap agreements are measured at fair value on a recurring basis. The information in the following paragraphs and tables primarily addresses matters relative to these assets and liabilities.

Cash equivalents:

        Cash equivalents, other than credit card receivables, include highly liquid investments with an original maturity of three months or less at acquisition. The Company carries these investments at fair value. As a result, the Company has determined that its cash equivalents in their entirety are classified as a Level 1 measure within the fair value hierarchy.

Collateral investments:

        Collateral investments include monies on deposit that are restricted. The Company carries these investments at fair value. As a result, the Company has determined that its collateral investments are classified as a Level 1 measure within the fair value hierarchy.

Deferred compensation assets:

        Deferred compensation assets include variable life insurance policies held in a Rabbi Trust. The Company values these policies using observable market data. The inputs used to value the variable life insurance policy fall within Level 2 of the fair value hierarchy.

Derivative liability:

        The Company has two interest rate swaps designated as cash flow hedges on $100.0 million of the Company's Senior Secured Term Loan facility that expires in October 2018. The Company values this swap using observable market data to discount projected cash flows and for credit risk adjustments. The inputs used to value derivatives fall within Level 2 of the fair value hierarchy.

72

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 16—FAIR VALUE MEASUREMENTS (Continued)

        The following table provides information by level for assets and liabilities that are measured at fair value, on a recurring basis.

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 1, 2014
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	33,431	$	33,431	$	—	$	—
Collateral investments(a)		21,611		21,611		—		—
Deferred compensation assets(a)		4,242		—		4,242		—
Other assets
Derivative asset(a)		606		—		606		—

^(a)

included in other long-term assets

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 2, 2013
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	59,186	$	59,186	$	—	$	—
Collateral investments(a)		20,929		20,929		—		—
Deferred compensation assets(a)		3,834		—		3,834		—
Liabilities:
Other liabilities
Derivative liability(b)		1,567		—		1,567		—

^(a)

included in other long-term assets

^(b)

included in other long-term liabilities

        The following represents the impact of fair value accounting for the Company's derivative liability on its consolidated financial statements:

(dollar amounts in thousands)	Amount of Gain in Other Comprehensive Income (Effective Portion)		Earnings Statement Classification	Amount of Loss Recognized in Earnings (Effective Portion)
Fiscal 2013	$	1,359	Interest expense	$	614
Fiscal 2012		2,171	Interest expense		4,676

Non-financial assets measured at fair value on a non-recurring basis:

        Certain assets are measured at fair value on a non-recurring basis, that is, the assets are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment. These measures of fair value, and related inputs, are considered level 2 or level 3 measures under the fair

73

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 16—FAIR VALUE MEASUREMENTS (Continued)

value hierarchy. Measurements of assets held and used are discussed in Note 11, "Store Closures and Asset Impairments."

NOTE 17—LEGAL MATTERS

        The Company is party to a consent decree, effective July 15, 2010, with the United States Environmental Protection Agency ("EPA") that, among other things, required the Company to implement a formal compliance program with respect to certain small gasoline engine merchandise sold by the Company. In the fourth quarter of fiscal 2013, the EPA alleged, in writing, that the Company had violated certain inspection, testing and reporting requirements of the Consent Decree and made an aggregated stipulated penalty demand of $2.3 million as a result thereof. The Company is currently engaged in settlement negotiations with the EPA with respect thereto. The Company has accrued an amount that it believes is sufficient to resolve those violations for which it believes it is liable. If the Company is unable to resolve all of the violations with the EPA through its settlement negotiations, the Company intends to invoke formal dispute resolution procedures with the EPA under the terms of the Consent Decree.

        The Company is also party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss will be material to the Company's financial position, any such loss could have a material adverse effect on the Company's results of operations in the period(s) during which the underlying matters are resolved.

NOTE 18—QUARTERLY FINANCIAL DATA (UNAUDITED)

														(Loss) / Earnings Per Share from Continuing Operations
								(Loss) / Earnings from Continuing Operations												(Loss) / Earnings Per Share						Market Price Per Share
	Total Revenues		Gross Profit		Operating (Loss) / Profit						(Loss) / Earnings
														Basic			Diluted			Basic			Diluted			High		Low
Year Ended February 1, 2014
4th quarter	$	495,733	$	104,016	$	(6,614	)	$	(3,267	)	$	(3,331	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	13.86	$	11.36
3rd quarter		507,042		122,812		7,641			1,013			964			0.02			0.02			0.02			0.02			13.05		11.01
2nd quarter		527,619		138,708		17,748			5,379			5,368			0.10			0.10			0.10			0.10			12.94		11.14
1st quarter		536,173		121,840		3,521			3,928			3,863			0.07			0.07			0.07			0.07			12.14		10.29
Year Ended February 2, 2013
4th quarter	$	530,847	$	117,206	$	(16,394	)	$	(14,320	)	$	(14,543	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	11.16	$	9.48
3rd quarter		509,608		116,040		3,791			(6,695	)		(6,759	)		(0.13	)		(0.13	)		(0.13	)		(0.13	)		10.57		8.76
2nd quarter		525,671		130,601		16,315			33,034			33,048			0.62			0.61			0.62			0.61			14.93		8.67
1st quarter		524,604		127,652		7,940			1,134			1,062			0.02			0.02			0.02			0.02			15.46		14.90

The sum of individual share amounts may not equal due to rounding.

74

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended February 1, 2014, February 2, 2013 and January 28, 2012

NOTE 18—QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued)

        In the fourth quarter of fiscal 2012, the Company recorded on a pre-tax basis, a $17.8 million pension settlement charge. In the third quarter of fiscal 2012 the Company recorded, on a pre-tax basis, an asset impairment charge of $8.8 million and refinancing costs of $11.2 million. In the second quarter of fiscal 2012, the Company recorded, on a pre-tax basis, merger settlement proceeds, net of costs of $42.8 million. There were no cash dividends paid in Fiscal 2013 or Fiscal 2012.

75

ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A    CONTROLS AND PROCEDURES

        Disclosure Controls and Procedures    Our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to provide reasonable assurance that the information required to be disclosed is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in providing reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

        There were no changes to the Company's internal control over financial reporting that occurred during the quarter ended February 1, 2014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

        The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

76

        Management assessed the effectiveness of the Company's internal control over financial reporting as of February 1, 2014 based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company's internal control over financial reporting as of February 1, 2014 was effective.

        Deloitte & Touche LLP, the Company's independent registered public accounting firm, has issued an attestation report, which is included on page 78 herein, on the Company's internal control over financial reporting as of February 1, 2014.

77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Pep Boys—Manny, Moe & Jack
Philadelphia, Pennsylvania

        We have audited the internal control over financial reporting of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") as of February 1, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2014, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended February 1, 2014 of the Company and our report dated April 17, 2014 expressed an unqualified opinion on those financial statements and financial statement schedule.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 17, 2014

78

ITEM 9B    OTHER INFORMATION

        None.

PART III

ITEM 10    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        The material contained in the Company's definitive proxy statement, which will be filed pursuant to Regulation 14A not later than 120 days after the end of the Company's 2013 fiscal year (the "Proxy Statement"), under the captions "—Nominees for Election", "—Corporate Governance" and "SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" is hereby incorporated herein by reference.

        The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I of this Form 10-K, in accordance with General Instruction G (3).

        The Company has adopted a Code of Ethics applicable to all of its associates including its executive officers. The Code of Ethics, together with any amendments thereto or waivers thereof, are posted on the Company's website www.pepboys.com under the "Investor Relations—Corporate Governance" section.

        In addition, the Board of Directors Code of Conduct and the charters of our audit, human resources and nominating and governance committees may also be found under the "Investor Relations—Corporate Governance" section of our website. As required by the New York Stock Exchange ("NYSE"), promptly following our 2013 Annual Meeting, our Chief Executive Officer certified to the NYSE that he was not aware of any violation by Pep Boys of NYSE corporate governance listing standards. Copies of our corporate governance materials are available free of charge from our investor relations department. Please call 215-430-9105 or write Pep Boys, Investor Relations, 3111 West Allegheny Avenue, Philadelphia, PA 19132.

ITEM 11    EXECUTIVE COMPENSATION

        The material contained in the Proxy Statement under the captions "—How are Directors Compensated?", "—Director Compensation Table" and "EXECUTIVE COMPENSATION" other than the material under "—Compensation Committee Report" is hereby incorporated herein by reference.

ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The material contained in the Proxy Statement under the caption "SHARE OWNERSHIP" is hereby incorporated herein by reference.

        The information regarding equity compensation plans called for by Item 201(d) of Regulation S-K is included in Item 5 of this Form 10-K.

ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

        The material contained in the Proxy Statement under the caption "—Certain Relationships and Related Transactions" and "—Corporate Governance" is hereby incorporated herein by reference.

ITEM 14    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The material contained in the Proxy Statement under the caption "—Registered Public Accounting Firm's Fees" is hereby incorporated herein by reference.

79

PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this report:

		Page
1.	The following consolidated financial statements of The Pep Boys—Manny, Moe & Jack are included in Item 8
	Report of Independent Registered Public Accounting Firm		36
	Consolidated Balance Sheets—February 1, 2014 and February 2, 2013		37
	Consolidated Statements of Operations and Comprehensive Income—Years ended February 1, 2014, February 2, 2013, and January 28, 2012		38
	Consolidated Statements of Stockholders' Equity—Years ended February 1, 2014, February 2, 2013, and January 28, 2012		39
	Consolidated Statements of Cash Flows—February 1, 2014, February 2, 2013, and January 28, 2012		40
	Notes to Consolidated Financial Statements		41
2.	The following consolidated financial statement schedule of The Pep Boys—Manny, Moe & Jack is included
	Schedule II Valuation and Qualifying Accounts and Reserves		85
	All other schedules have been omitted because they are not applicable or not required or the required information is included in the consolidated financial statements or notes thereto.

3.

Exhibits

(3.1	)	Amended and Restated Articles of Incorporation	Incorporated by reference from the Company's 10-K dated February 14, 2009.
(3.2	)	By-Laws amended and restated	Incorporated by reference from the Company's 8-K dated February 17, 2010.
(10.1)	(1)	Form of Change of Control between the Company and certain officers of the Company.	Incorporated by reference from the Company's Form 8-K dated August 6, 2012
(10.2)	(1)	Form of Non-Competition Agreement between the Company and certain officers of the Company.	Incorporated by reference from the Company's Form 10-K for the fiscal year ended January 29, 2011.
(10.3)	(1)	The Pep Boys—Manny, Moe & Jack 2009 Stock Incentive Plan, Amended and Restated as of August 3, 2012	Incorporated by reference from the Company's 8-K dated August 6, 2012.
(10.4)	(1)	Amendment to The Pep Boys—Manny, Moe & Jack 2009 Stock Incentive Plan	Incorporated by reference from the Company's 8-K dated June 12, 2013.
(10.5)	(1)	Long-Term Disability Salary Continuation Plan amended and restated as of March 26, 2002.	Incorporated by reference from the Company's Form 10-K for the fiscal year ended February 1, 2003.
(10.6)	(1)	Amendment and restatement as of January 1, 2010 of The Pep Boys Savings Plan.	Incorporated by reference from the Company's Form 10-K for the fiscal year ended January 29, 2011.

80

(10.7)	(1)	Amendment 2013-1 to The Pep Boys Savings Plan	Incorporated by reference from the Company's Form 10-Q for the quarter ended November 2, 2013.
(10.8)	(1)	Amendment and restatement as of January 1, 2011 of The Pep Boys Savings Plan—Puerto Rico.	Filed herewith
(10.9)	(1)	The Pep Boys Deferred Compensation Plan, as amended and restated	Filed herewith.
(10.10)	(1)	The Pep Boys Annual Incentive Bonus Plan, as amended and restated	Incorporated by reference from the Company's Form 10-K for the fiscal year ended January 31, 2009.
(10.11)	(1)	Account Plan, as amended and restated	Filed herewith.
(10.12)	(1)	The Pep Boys Grantor Trust Agreement	Incorporated by reference from the Company's Form 10-K for the fiscal year ended February 3, 2007.
(10.13	)	Amended and Restated Credit Agreement, dated July 26, 2011, by and among the Company, as Lead Borrower, Bank of America, N.A., as Administrative Agent, and the other parties thereto.	Incorporated by reference from the Company's Form 8-K dated July 28, 2011.
(10.14	)	First Amendment dated October 11, 2012 to the Amended and Restated Credit Agreement, dated July 26, 2011, among the Company, Bank of America, N.A., as Administrative Agent, and the other parties thereto.	Incorporated by reference from the Company's Form 8-K dated October 11, 2012.
(10.15	)	Second Amended and Restated Credit Agreement, dated October 11, 2012, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto.	Incorporated by reference from the Company's Form 8-K dated October 11, 2012.
(10.16	)	First Amendment to Second Amended and Restated Credit Agreement, dated November 12, 2013, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto.	Incorporated by reference from the Company's Form 10-Q for the quarter ended November 2, 2013.
(21	)	Subsidiaries of the Company	Incorporated by reference from the Company's Form 10-Q for the quarter ended April 30, 2011.
(23	)	Consent of Independent Registered Public Accounting Firm	Filed herewith

81

(31.1	)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
(31.2	)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
(32.1	)	Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
(32.2	)	Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
(101.INS	)	XBRL Instance Document	Filed herewith
(101.SCH	)	XBRL Taxonomy Extension Schema Document	Filed herewith
(101.CAL	)	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
(101.LAB	)	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith
(101.PRE	)	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
(101.DEF	)	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

⁽¹⁾

Management contract or compensatory plan or arrangement.

82

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 17, 2014	THE PEP BOYS—MANNY, MOE & JACK (REGISTRANT)
	By:	/s/ DAVID R. STERN David R. Stern Executive Vice President—Chief Financial Officer (Principal Financial Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ MICHAEL R. ODELL Michael R. Odell	President and Chief Executive Officer; Director (Principal Executive Officer)	April 17, 2014
/s/ DAVID R. STERN David R. Stern	Executive Vice President—Chief Financial Officer (Principal Financial Officer)	April 17, 2014
/s/ SANJAY SOOD Sanjay Sood	Vice President—Chief Accounting Officer & Controller	April 17, 2014
/s/ ROBERT H. HOTZ Robert H. Hotz	Chairman of the Board	April 17, 2014
/s/ M. SHÂN ATKINS M. Shân Atkins	Director	April 17, 2014
/s/ JAMES MITAROTONDA James Mitarotonda	Director	April 17, 2014
/s/ ROBERT ROSENBLATT Robert Rosenblatt	Director	April 17, 2014

83

Signature	Capacity	Date
/s/ JANE SCACCETTI Jane Scaccetti	Director	April 17, 2014
/s/ JOHN T. SWEETWOOD John T. Sweetwood	Director	April 17, 2014
/s/ ANDREA M. WEISS Andrea M. Weiss	Director	April 17, 2014
/s/ NICK WHITE Nick White	Director	April 17, 2014

84

FINANCIAL STATEMENT SCHEDULES FURNISHED PURSUANT TO
THE REQUIREMENTS OF FORM 10-K

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(dollar amounts in thousands)

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts		Deductions(1)		Balance at End of Period
	(in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended February 1, 2014	$	1,302	$	2,563	$	—	$	2,546	$	1,320
Year ended February 2, 2013	$	1,303	$	2,479	$	—	$	2,480	$	1,302
Year ended January 28, 2012	$	1,551	$	2,434	$	—	$	2,682	$	1,303

⁽¹⁾

Uncollectible accounts written off.

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts(2)		Deductions(2)		Balance at End of Period
	(in thousands)
SALES RETURNS AND ALLOWANCES:
Year ended February 1, 2014	$	896	$	—	$	62,596	$	62,686	$	806
Year ended February 2, 2013	$	773	$	—	$	63,068	$	62,945	$	896
Year ended January 28, 2012	$	1,056	$	—	$	61,425	$	61,708	$	773

⁽²⁾

Sales return and allowance activity is recorded through a reduction of merchandise sales and costs of merchandise sales.

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EX-10.8

Exhibit 10.8

The Pep Boys Savings Plan — Puerto Rico

Amended and Restated Effective as of January 1, 2011

Table of Contents

I: INTRODUCTION	1
II: DEFINITIONS AND CONSTRUCTION	2
III: PARTICIPATION AND SERVICE	10
IV: EMPLOYER CONTRIBUTIONS	13
V: ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS	22
VI: PAYMENT OF BENEFITS	24
VII: TRUST FUND	34
VIII: ADMINISTRATION	38
IX: MISCELLANEOUS	45
X: AMENDMENTS AND ACTION BY EMPLOYER	48
XI: SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS	50
XII: PLAN TERMINATION	51
APPENDIX A	A-1
APPENDIX B	B-1

I: Introduction

Background.  The Pep Boys Savings Plan — Puerto Rico was established by Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc., effective April 1, 1995, for the benefit of certain of its salaried and hourly employees and its Participating Employers, and their beneficiaries. It is to be maintained according to the terms of this instrument. The Committee has the authority to manage the administration of this Plan. The assets of this Plan are held in trust by the Trustee in accordance with the terms of the Trust Agreement, which is considered to be an integral part of this Plan. Except as may be provided in the Trust Agreement, the Trustee has the exclusive authority to manage and control the assets of this Plan.

Qualification under the Puerto Rico Code.  The Plan is intended to comply with Sections 1081(a) and (d) of the Puerto Rico Code.  The trust forming part thereof is intended to be exempt from taxation under Section 1081.01 of the Puerto Rico Code and, pursuant to Section 1022(i)(1) of ERISA, under Section 501(a) of the US Code.  It is also intended that the Plan meet all the requirements of ERISA and be a participant directed plan pursuant to the provisions of Section 404(c) of ERISA.  Any interpretation or construction of the Plan and related Trust Agreement shall be made so as to give effect to the intentions stated in this paragraph.

Effective Date.  The Plan was amended effective January 1, 1997 or as of such later date noted in the Plan to comply with the provisions of The Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997.  The Plan is hereby amended and restated, effective January 1, 2011, to comply with the qualification requirements of the Puerto Rico Code, incorporate prior amendments, and make various Plan design changes.

Rights Affected.  The rights of those individuals (or their beneficiaries) who terminated employment prior to the effective date of any changes to the Plan, are governed by the terms and conditions of the Plan then in effect.

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II: Definitions And Construction

2.1Definitions.  The following words and phrases, when used in this Plan, shall have the following meanings:

Accounts means a Participant’s Pre-Tax Contribution Account, Matching Contribution Account, Discretionary QNEC Account and Rollover Account.

Administrative Delegate means one or more persons or institutions to which the Committee has delegated certain administration functions pursuant to a written agreement.

Affiliate means (i) any corporation (which has not adopted this Plan and is not a Participating Employer) that is a member of a controlled group of corporations with the Employer (as defined in ERISA Section 210(c)/Puerto Rico Code Section 1010.04), any trade or business (whether or not incorporated) (which has not adopted this Plan and is not a Participating Employer) which is under common control with the Employer (as defined in ERISA Section 210(d)/Puerto Rico Code Section 1010.05); and (iii) a corporation, partnership or other entity (that has not adopted this Plan and is not a Participating Employer) which, together with the Employer, is a member of an affiliate service group, within the meaning of Puerto Rico Code Section 1081.01(a)(14)(B) or the regulations to be issued thereunder.

Annual Additions means effective January 1, 2012, such contributions required to be aggregated for purposes of the limitation on Plan contributions defined in Section 4.11. This term shall be interpreted in accordance with the requirements under Section 1081.01(a) (11) (B) of the Puerto Rico Code and any guidance issued there under.

Beneficiary means a person or persons (natural or otherwise) designated by a Participant in accordance with the provisions of Section 6.6 (or deemed to have been designated) to receive any death benefit which shall be payable under this Plan.

Board of Directors means the Board of Directors of Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc.

Calendar Quarter means the three consecutive month periods beginning each January 1, April 1, July 1 and October 1.

Puerto Rico Code means the Puerto Rico Internal Revenue Code of 2011, as amended from time to time, and any applicable regulation there under and any successor thereto.

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Reference to any section or subsection of the Puerto Rico Internal Revenue Code of 1994 or regulations thereto includes reference to any comparable or succeeding provision or regulation under the Puerto Rico Internal Revenue Code of 2011, as amended, and vice versa.

Committee means the individuals appointed under Section 8.1 to administer the Plan.

Company means Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc. or its predecessor company, its successor or successors which elect to continue this Plan.

Company Stock means the Pep Boys — Manny, Moe & Jack Common Stock, par value of $1.00 per share.

Company Stock Fund means a fund established by the Company for investment purposes which is comprised of Company Stock and a small amount of cash.

Compensation means the total of all remuneration paid during a Plan Year to a Participant by the Employer for personal services, including overtime pay, bonuses and commissions, as reported to a Participant on Box 8 of Form 499-R-2/W-2PR and unless specifically excluded hereunder, Pre-Tax Contributions, if any, authorized by a Participant under this Plan, but excluding reimbursement for business, travel or entertainment expenses incurred by the Participant and not reported to the Puerto Rico Department of the Treasury as wages and excluding the amount of any fringe benefits reported to the Puerto Rico Department of the Treasury as wages. Compensation shall include the amount of any military differential wage payment made by the Employer to a Participant in accordance with Section 3401(h) and Section 414(u)(12) of the US Code.

Notwithstanding any provision in this Plan to the contrary, for purposes of determining Pre-Tax Contributions and Matching Contributions for a Participant, Compensation shall include such individual’s Compensation beginning with the first payroll period following satisfaction of the service requirements of Section 3.1; or the date the Participant elects to authorize Pre-Tax Contributions to the Plan, if later.

Effective January 1, 2012, the amount of the Participant’s Compensation taken into account under the Plan shall not exceed the compensation limitation in effect under US Code Section 401(a) (17), in accordance with Section 1081.01(a) (12) of the Puerto Rico Code. This

3

limitation shall be interpreted in accordance with the requirements of Section 1081.01(a) (12) of the Puerto Rico Code and the guidance to be issued there under.

Disability means a disability that results in the Participant’s entitlement to long-term disability benefits under the Social Security Act.

Discretionary QNECs means the discretionary qualified nonelective contributions made by the Employer on a Participant’s behalf pursuant to Section 4.1(d).

Discretionary QNEC Account means the account maintained for a Participant to record his share of Discretionary QNECs under Section 5.2(b)(iii) and adjustments relating thereto.

Early Retirement Date means separation from service with the Employer and any Affiliate on or after attainment of age 55 and completion of five years of credited service. A Participant is credited with a year of credited service for each Plan Year in which he completes 1,000 Hours of Service with the Employer. A Participant shall be credited with a partial year of credited service, to the completed month, for the portion of a Plan Year during which he was not a Participant for the entire Plan Year, provided that the number of Hours of Service completed by the Participant during such portion of a Plan Year equal or exceed the product of (i) 83.33 and (ii) the number of full months the Participant was actually a Plan Participant in such Plan Year.

Effective Date means April 1, 1995, the original effective date of this Plan.  The effective date of this amended and restated Plan is January 1, 2011.

Eligible Employee means an Employee who meets all of the following requirements: (i) is employed by the Employer, (ii) with respect to whom the Employer is required to withhold taxes from remuneration paid to him by the Employer for personal services rendered to the Employer, and (iii) who is a bonafide resident of Puerto Rico within the meaning of the Puerto Rico Code, as determined by the Employer. Employees subject to a collective bargaining agreement are excluded unless the collective bargaining agreement specifically provides for their participation.

Eligible Participant means as of each Entry Date, each Eligible Employee who has met the requirements for participation in the Plan regardless of whether he has authorized the Employer to make Pre-Tax Contributions on his behalf to the Plan.

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Employee means any individual employed by the Employer as a common law employee.

Employer means the Company and any Participating Employer, which with the approval of the Board of Directors, has adopted this Plan. The Participating Employers are listed on Appendix A.  For purposes of complying with the discrimination and coverage testing requirements under Puerto Rico Code Sections 1081.01(a) and 1081.01(d), the term Employer will also cover the entities described in the definition of Affiliate, provided that such entity employs employees who are bona fide residents of Puerto Rico. This definition and related requirements shall be interpreted in accordance with the regulations to be issued under Puerto Rico Code Section 1081.01(a)(14).

Entry Date means the first day of each Calendar Quarter. Effective January 1, 2014, Entry Date means the first day of each calendar month.

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

Excess Contributions means with respect to each Plan Year, the amount determined for Highly Compensated Eligible Participants under the procedure set forth in Article 1165-8(f)(2) of the regulations issued under the Puerto Rico Code or as otherwise defined under the Puerto Rico Code.

Fiduciary means the Committee or the Trustee, but only with respect to the specific responsibilities of each with respect to Plan and Trust administration.

Former Participant means any former Employee who has credits in his Accounts as of the close of the Plan Year.

Highly Compensated Eligible Participant means those Eligible Participants who are Highly Compensated Employees.

Highly Compensated Employee means, with respect to any Plan Year, any Employee who (a) is an officer of the Employer; (b) is a five percent owner of the voting stock or the total value of all assets of stock of the Employer; (c) is a five percent owner of the capital or interest in the profits of the Employer, if such Employer is not a corporation; or (d) has received compensation from the Employer for the immediately preceding year in excess of the limit established under US Code Section 414(q)((1)(B), in accordance with Section

5

1081.01(d)(3)(E)(iii) of the Puerto Rico Code, or as otherwise defined under the Puerto Rico Code. This definition shall be interpreted in accordance with regulations to be issued under Section 1081.01(d)(3)(E)(iii) of the Puerto Rico Code.

Hours of Service means:

(a)Performance of Duties. The actual hours for which an Employee is paid or entitled to be paid for the performance of duties by the Employer;

(b)Nonworking Paid Time. Each hour for which an Employee is paid or entitled to be paid by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty or leave of absence; provided, however, no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which he performed no duties; and provided further that no credit shall be given for payments made or due under a plan maintained solely for the purpose of complying with applicable workmen’s or unemployment compensation or disability insurance laws or for payments which solely reimburse an Employee for medical or medically related expenses incurred by the Employee;

(c)Back Pay. Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer; provided, however, Hours of Service credited under paragraphs (a), (b) and (c) above shall not be recredited by operation of this paragraph;

(d)Equivalencies. With respect to full-time Employees only, the Committee has adopted the following equivalency method for counting Hours of Service that are permissible under regulations issued by the United States Department of Labor: (1) 45 Hours of Service for each week in which an Employee is credited with at least one Hour of Service. Actual Hours shall be counted for those Employees who are not employed on a full time basis.

The adoption of any equivalency method for counting Hours of Service shall be evidenced by a certified resolution of the Committee, which shall be attached to and made part of the Plan. Such resolution shall indicate the date from which such equivalency shall be effective; and

6

(e)Miscellaneous. Unless the Committee directs otherwise, the methods of determining Hours of Service when payments are made for other than the performance of duties and of crediting such Hours of Service to Plan Years set forth in Regulations §2530.200b-2(b) and (c) promulgated by the United States Secretary of Labor shall be used hereunder and are incorporated by reference into the Plan.

Participants on military leaves of absence who are not directly or indirectly compensated or entitled to be compensated by the Employer while on such leave shall be credited with Hours of Service as required by Section 9 of the Military Selective Service Act.

Notwithstanding any other provision of this Plan to the contrary, an Employee shall not be credited with Hours of Service more than once with respect to the same period of time.

Eligible Employees shall be credited with any Hours of Service required to be credited to them in accordance with the Family and Medical Leave Act and The Uniformed Services Employment and Reemployment Rights Act of 1994.

Income means the net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund for any period, assets shall be valued on the basis of fair market value, except for any investment that the Committee determines shall be valued on the basis of book or contract value.

Investment Manager means an investment adviser, bank or insurance company, meeting the requirements of Section 3(38) of ERISA appointed by the Company to manage the Plan’s assets in accordance with the Trust Agreement.

Matching Contributions means the contributions made by the Employer pursuant to Section 4.1(c).

Matching Contribution Account means the account maintained for a Participant to record his share of Matching Contributions under Section 5.2(b)(ii) and adjustments relating thereto.

Normal Retirement Date means the date on which a Participant attains age 65.

7

Participant means an Eligible Employee participating in the Plan in accordance with the provisions of Section 3.2.

Participating Employer means any direct or indirect subsidiary of the Company or any other entity designated by the Board of Directors, which has adopted this Plan with the approval of the Company.

Plan means the Pep Boys Savings Plan — Puerto Rico, as amended from time to time.

Plan Year means the calendar year.

Pre-Tax Contributions means the contributions made by the Employer on a Participant’s behalf pursuant to Section 4.1(a).

Pre-Tax Contribution Account means the account maintained for a Participant to record his share of Pre-Tax Contributions under Section 5.2(b)(i) and adjustments relating thereto.

Qualified Military Service means service in the uniformed services (as defined in chapter 48 of title 38, US Code) by any Employee if such Employee is entitled to reemployment rights under such chapter with respect to such service.

Rollover Account means the account maintained for a Participant to record the amount of contributions he has rolled over to the Plan pursuant to Section 4.7 and adjustments relating thereto.

Spouse (surviving spouse) means (a) for periods on and after September 16, 2013, a person to whom a Participant is legally married on the date on which the Participant’s marital status must be determined in accordance with any applicable Plan provision and, (b) for periods prior to September 16, 2013, the spouse or surviving spouse of the Participant or Former Participant, as the context requires, who is the spouse of a Participant under applicable federal law; provided, however, that a former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in Section 206(d)(3) of ERISA.

Terminated or Termination means a termination of employment with the Employer or with an Affiliate for any reason other than a transfer of employment from the Employer to an Affiliate or from an Affiliate to another Affiliate. A transfer of employment from

8

the Company to any U.S.-based Pep Boys entity shall not constitute a Termination of employment.

Trust (or Trust Fund) means the fund known as the “Pep Boys Savings Plan — Puerto Rico Trust,” maintained by the Trustee in accordance with the terms of the Trust Agreement, as amended from time to time, which constitutes a part of this Plan.

Trustee or Trustees means any corporation or individuals appointed by the Board of Directors of the Company to administer the Trust.

US Code means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

Valuation Date means any day the New York Stock Exchange is open for business and any other date chosen by the Committee.

Year of Eligibility Service means a 12 consecutive month period beginning on the date an Eligible Employee’s employment commences (the “initial eligibility computation period”), provided such Eligible Employee is credited with at least 1,000 Hours of Service. If an Eligible Employee is not credited with 1,000 Hours of Service in the initial eligibility computation period, then the eligibility computation period shall be the Plan Year, beginning with the Plan Year that includes the first anniversary of the Eligible Employee’s initial eligibility computation period.

2.2Construction.  The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary.

9

III: Participation And Service

3.1Eligibility to Participate. Any Eligible Employee shall be eligible to become a Participant as of the date on which he attains age 21 and is credited with a Year of Eligibility Service.

Any Eligible Employee who was employed by the Employer and was eligible to become a Participant on or before January 1, 2014 shall continue to be eligible to participate as of January 1, 2014.

Any Eligible Employee who was not eligible to become a Participant on or before January 1, 2014, shall be eligible to become a Participant as of the date he has: (1) attained age 18; and (2) (a) completed six (6) consecutive months of employment in which he has completed at least 500 Hours of Service; or (b) if such Eligible Employee does not complete at least 500 Hours of Service during his first six (6) months of employment, completed twelve consecutive months of employment during which he has completed at least 1,000 Hour of Service.

3.2Commencement of Participation. Each Eligible Employee who has satisfied the requirements of Section 3.1 shall commence participation in the Plan on the Entry Date coincident with or next following the date he satisfies such requirement.

Each Eligible Employee who is eligible for participation in the Plan shall become a Participant by filing the appropriate forms with the Committee, and shall supply such information as is reasonably necessary for the administration of this Plan.

An Eligible Participant who does not elect to make Pre-Tax Contributions to the Plan as of the first Entry Date that is coincident with or next following the date he has met the eligibility requirements of Section 3.1, may elect to commence to make Pre-Tax Contributions to the Plan, as soon as practicable following any subsequent payroll period.

3.3Cessation of Participation. An Eligible Employee shall cease to be a Participant upon the earliest of: (i) the date on which he retires under the retirement provisions of the Plan; (ii) the date on which his employment with the Employer terminates for any reason, including death or Disability; or (iii) the date on which he ceases to be an Eligible Employee.

3.4Special Rules for Eligibility Purposes. For purposes of determining an Eligible Employee’s eligibility to participate in the Plan, Hours of Service shall include an Employee’s Hours of Service (i) with an Affiliate after it became an Affiliate hereunder

10

including The Pep Boys — Manny, Moe & Jack; or (ii) while an Employee, but not an Eligible Employee, of the Employer or an Affiliate, after it became an Affiliate hereunder.

3.5Participation and Service upon Reemployment. Upon the reemployment of any person after the Effective Date who had previously been employed by the Employer on or after the Effective Date, the following rules shall apply in determining his participation in the Plan and his Years of Eligibility Service under Section 3.4.

If the reemployed Employee was not a Participant in the Plan during his prior period of employment, he must meet the requirements of Section 3.1 for participation in the Plan as if he were a new Employee. Any Years of Eligibility Service in which he was credited with 1,000 Hours of Service during his prior period of employment shall be reinstated upon his reemployment. If the reemployed Employee was a Participant during his prior period of employment, he shall resume participation in the Plan as soon as administratively practicable following his reemployment by the Employer.

3.6Transfers to Affiliates and Change in Status. A Participant’s status as such under the Plan shall be modified upon and after the date as of which a Participant (i) is transferred to an Affiliate including The Pep Boys — Manny, Moe & Jack; (ii) becomes an Employee whose terms of employment are covered by a collective bargaining agreement that does not provide for participation in this Plan; or (iii) ceases for any other reason to be an Eligible Employee while still employed by the Employer.

The Participant shall share in Employer contributions only to the extent of his Compensation up to the time such transfer or change in status occurs and shall not thereafter, unless he later is transferred back to the Employer or again becomes an Eligible Employee and becomes eligible under the terms of the Plan to share in such allocations. He, however, shall share in Income allocations pursuant to Section 5.2(a).

3.7Transfers From Affiliates and Change in Status. Any Employee who transfers to the Employer from an Affiliate including The Pep Boys — Manny, Moe & Jack or who becomes an Eligible Employee eligible for participation in the Plan, shall be eligible to participate in the Plan and to make Pre-Tax Contributions to the Plan on the later of the first Entry Date coincident with or next following his satisfaction of the eligibility requirements of

11

Section 3.1 or as soon as practicable following the next payroll period that he elects to contribute that is coincident with or next following his change in status.

The Participant shall share in Employer contributions only to the extent of his Compensation after such transfer or change in status occurs if he becomes an Eligible Employee and becomes eligible under the terms of the Plan to share in such allocations.

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IV: Employer Contributions

4.1Employer Contributions.

(a)Pre-Tax Contributions.

(i)Subject to the limitations of Section 4.4, each Participant shall have the option to authorize the Employer, in writing and in accordance with procedures established by the Committee, to contribute to the Plan for a Plan Year on his behalf, an amount equal to any whole percentage of his Compensation from zero percent (0%) up to fifty percent (50%) (in one (1%) percent increments) (as determined without regard to this Section 4.1(a)) for such Plan Year. Such authorization shall be in the form of an election by the Participant to have his Compensation reduced by payroll withholding. Payroll deduction shall commence as soon as practicable following the Entry Date on which an Eligible Employee becomes a Participant or the date the Participant elects to make Pre-Tax Contributions to the Plan. Such withheld amounts are to be transmitted by the Employer to the Trustee as of the earliest date on which such amounts can reasonably be segregated from the Employer’s general assets, but in any event, no later than the date required by United States DOL Reg. Section 2510.3-102(b). The amount of such contributions, together with contributions under Sections 4.1(c) and (d), shall not exceed the maximum amount allowable as a deduction under the Puerto Rico Code for the Plan Year.

(ii)Catch-Up Contributions. In addition to the amount of Pre-Tax Contributions made pursuant to subsection (a)(i), the Employer shall make a Pre-Tax Contribution for the Plan Year to the Pre-Tax Contribution Account of each Participant who attains age 50 prior to the end of a Plan Year who, with respect to that Plan Year, has executed a salary reduction in the amount of Compensation otherwise payable to the Participant in an amount not to exceed the dollar maximum in effect under Section 1081.01(d)(7)(C) of the Puerto Rico Code, as in effect for the Plan Year; provided, however, that Pre-Tax Contributions shall be treated for all Plan purposes as contributed under subsection (a)(i) above in lieu of this subsection, unless the Participant is unable to make additional Pre-Tax Contributions under subsection (a)(i) above for the Plan Year due to limitations imposed by the Plan or applicable law. Pre-Tax Contributions made pursuant to this subsection (a)(ii) shall not be taken into account for purposes of Section 4.4 and the applicable limits under Section 1081.01(d)(7)(A) of the Puerto Rico Code.

13

(iii)Notwithstanding the foregoing, the Participant shall be prohibited from authorizing any Pre-Tax Contributions to be made on his behalf under this Plan and elective contributions under any other plan, in excess of the applicable limit under Section 1081.01(d)(7)(A) of the Puerto Rico Code, in effect for the taxable year to which such Pre-Tax Contributions relate. The dollar limitation contained in the Puerto Rico Code shall be (1) $10,000 for taxable year beginning January 1, 2011, (2) $13,000 for the taxable year beginning January 1, 2012; and (3) $15,000 for the taxable years beginning on and after January 1, 2013, or as otherwise provided under the Puerto Rico Code. In the event a Participant has made excess deferrals under the Plan, (or if not, has determined that excess deferrals will be considered to exit under the Plan), then not later than the first day of April following the close of the Participant’s taxable year, the Participant may notify the Plan of the amount of the excess deferrals hereunder. The Participant shall be deemed to have notified the Plan of excess deferrals to the extent he has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the Plan and other plans of the Employer or Affiliate. The Employer may notify the Plan on behalf of the Participant under these circumstances.

Not later than the first April 15 following the close of the taxable year, the Plan shall distribute to the Participant the amount designated above, including any Income allocated thereto. The Income attributable to a Participant’s excess deferral pursuant to this Section 4.1(a)(ii) for the Plan Year during which such excess deferral arose shall be determined in accordance with Article 1165-8(g)(8) of the regulations issued under the Puerto Rico Code, or as otherwise provided under the Puerto Rico Code. Unless provided for by the Committee, any Income attributable to a Participant’s excess deferrals for the period between the end of the Plan Year and the date of distribution shall be disregarded. Excess deferrals to be distributed for a Plan Year shall be reduced by Excess Contributions previously distributed for the Plan Year beginning in such taxable year as set forth in Section 4.4.

A Participant who has excess deferrals for a taxable year may receive a corrective distribution of excess deferrals during the same year. This corrective distribution shall be made only if:

(A)The Participant designates the distribution as an excess deferral. The Participant shall be deemed to have designated the distribution to the extent

14

the Participant has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the Plan and other plans of the Employer and Affiliate. The Employer may make the designation on behalf of the individual under these circumstances.

(B)The correcting distribution is made after the date on which the Plan received the excess deferral.

(C)The Plan designates the distribution as a distribution of excess deferrals.

The term “excess deferrals” means the excess of an individual’s elective deferrals for any taxable year, as defined in Article 1165-8(g)(2) of the regulations issued under the Puerto Rico Code, or as otherwise provided under the Puerto Rico Code, over the applicable limit under Section 1081.01(d)(7)(A) for the taxable year.

Notwithstanding the foregoing, the Committee may further limit a Participant’s right to make Pre-Tax Contributions to the Plan if in the sole judgment and discretion of the Committee, such limits are necessary to ensure the Plan’s compliance with the requirements of Section 1081.01(a) of the Puerto Rico Code.

(b)Change in Amount of Pre-Tax Contributions. Each Participant may change the amount of Pre-Tax Contributions he has authorized the Employer to contribute to the Plan on his behalf in accordance with rules established therefore by the Committee. A Participant may change the amount of Pre-Tax Contributions he has authorized to have contributed to the Plan on his behalf as of any subsequent payroll period to be effective as soon as practicable thereafter. Notwithstanding the foregoing, a Participant may authorize the Employer to cease making Pre-Tax Contributions on his behalf at any time, effective as of the next full payroll period following the processing of written notice to the Committee. A Participant who has ceased making Pre-Tax Contributions may again authorize Pre-Tax Contributions to be made to the Plan on his behalf as of any subsequent payroll period to be effective as soon as practicable thereafter.

(c)Matching Contributions. Subject to the limitations of Section 4.4, the Employer shall contribute for each Plan Year, an amount, if any, to be determined by the Board of Directors. Unless and until changed by the Board of Directors, such amount shall be as follows:

15

The Employer’s contribution shall be equal to the lesser of (i) 50% of the Participant’s Pre-Tax Contributions for the payroll period in which he contributed; or (ii) three percent (3%) of the Participant’s Compensation for the payroll period. In order to share in the allocation of the Employer’s Matching Contribution, a Participant must be employed by the Employer on the last day of the Plan Year (or on a leave of absence covered by the Family and Medical Leave Act) or have Terminated employment during the Plan Year upon reaching his Normal Retirement Date, Early Retirement Date or incurring a Disability prior to the last day of the Plan Year. A Participant who (i) no longer meets the definition of an Eligible Employee because the individual no longer is a bona fide resident of Puerto Rico within the meaning of the Puerto Rico Code, or (ii) transfers to any Affiliate prior to the end of the Plan Year, shall be eligible for an allocation of the Employer’s Matching Contribution, notwithstanding the preceding sentence, provided that the individual is employed by the Employer or an Affiliate on the last day of the Plan Year. The Matching Contribution shall be allocated once each Plan Year, but based on the Pre-Tax Contributions that are made in each payroll period by those Participants eligible to share in the allocation of the Matching Contribution.

The amount of such contributions shall not exceed the maximum amount allowable as a deduction under the Puerto Rico Code for such Plan Year.

(d)Discretionary QNECs. Subject to the limitations of Section 4.4, the Employer shall contribute for each Plan Year an amount, if any, as determined by the Board of Directors on behalf of some or all Participants who are not Highly Compensated Eligible Participants. The amount of such contribution, together with contributions under Sections 4.1(a) and (c), shall not exceed the maximum amount allowable as a deduction under the Puerto Rico Code for such Plan Year. It is intended that this contribution shall constitute a qualified nonelective contribution within the meaning of Puerto Rico Code Section 1081.01(e)(3)(E)(ii) or any successor thereto.

4.2Time and Manner of Contribution. All Employer contributions shall be paid directly to the Trustee, and except as provided in Section 4.1(a), a contribution for any Plan Year shall be made not later than the date prescribed by law for filing the Employer’s Puerto Rico income tax return, including extensions, for such Plan Year.

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4.3Conditions on Employer Contributions. To the extent permitted or required by ERISA and the Puerto Rico Code, contributions under this Plan are subject to the following conditions:

(a)If the Employer makes a contribution, or any part thereof, by good faith mistake of fact, such contribution or part thereof, or its then current value if less, shall be returned to the Employer within one year after such contribution is made; and

(b)Contributions to the Plan are specifically conditioned upon their deductibility under the Puerto Rico Code; to the extent a deduction is disallowed for any such contribution, such amount, or its then current value if less, shall be returned to the Employer within one year after the disallowance of the deduction.

4.4Limitations on Pre-Tax Contributions. The amount of Pre-Tax Contributions made in each Plan Year on behalf of all Eligible Participants under the Plan shall comply with either (i) or (ii) below.

(i)The average deferral percentage for the Highly Compensated Eligible Participants shall not exceed the average deferral percentage for all other Eligible Participants multiplied by 125%; or

(ii)The average deferral percentage for Highly Compensated Eligible Participants shall not be greater than the average deferral percentage of all other Eligible Participants multiplied by 200% and the excess of the average deferral percentage for Highly Compensated Eligible Participants over all other Eligible Participants shall not exceed two percentage points.

Compliance with (i) and (ii) above, shall be determined in accordance with the rules set forth in Section 1081.01(d)(3) of the Puerto Rico Code, Article 1165-8 of the regulations issued under the Puerto Rico Code, or as otherwise provided under the Puerto Rico Code.

If the Committee determines, in its sole discretion, with respect to any Plan Year, that the Plan will (or may) fail (i) or (ii) above, the Committee shall take any action, that it deems appropriate, including imposing limitations on Pre-Tax Contributions made by Highly Compensated Eligible Participants, for the Plan to satisfy (i) or (ii) above.

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If the amount of Pre-Tax Contributions authorized by Highly Compensated Eligible Participants in a Plan Year would not comply with either (i) or (ii) above, then by the last day of the following Plan Year, the Excess Contributions for such Plan Year (including any Income attributable to such contributions as determined by the Committee) shall be distributed to Highly Compensated Eligible Participants on the basis of the respective portions of such Excess Contributions attributable to each such Highly Compensated Eligible Participant in accordance with Article 1165-8(f)(2) of the regulations issued under the Puerto Rico Code, or as otherwise provided under the Puerto Rico Code.

If Excess Contributions are distributed to Highly Compensated Eligible Participants, the amount of excess of each Highly Compensated Eligible Participant is the amount by which his Pre-Tax Contributions must be reduced for the Participant’s deferral percentage to equal the highest permitted actual deferral percentage under the Plan. To calculate the highest permitted actual deferral percentage under the Plan, the actual deferral percentage of the Highly Compensated Eligible Participant with the highest deferral percentage is reduced by the amount required to cause the Participant’s actual deferral percentage to equal the percentage of the Highly Compensated Eligible Participant with the next highest actual deferral percentage, or as otherwise provided under the Puerto Rico Code. If a lesser reduction would enable the arrangement to satisfy the actual deferral percentage test, only such lesser reduction need be made. This process shall be repeated until the requirements set forth above are met. The highest deferral percentage remaining under the Plan after leveling is the highest permitted actual deferral percentage. In no event shall the amount of Excess Contributions to be distributed for a Plan Year with respect to any Highly Compensated Eligible Participant exceed the amount of Pre-Tax Contributions made on behalf of the Highly Compensated Eligible Participant for the Plan Year.

The amount of Excess Contributions for a Highly Compensated Eligible Participant shall be determined by reducing the contribution percentage of the Highly Compensated Eligible Participants who have the highest percentages to the maximum acceptable level. The amount of Excess Contributions to be reduced shall be reduced by excess deferrals, as defined in Section 4.1(a)(iii), previously distributed for the taxable year ending in the same Plan Year.

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Alternatively, the Committee may take such other actions as may be permissible under the Puerto Rico Code to ensure the Plan’s compliance with the requirements of Section 1081.01(d) of the Puerto Rico Code, including, without limitation the allocation of the Employer’s Discretionary QNEC to some or all Eligible Participants who are not Highly Compensated Eligible Participants in accordance with Section 4.1(d).

4.5Income Attributable to Excess Contributions. The Income attributable to a Participant’s Excess Contributions pursuant to Section 4.4 for the Plan Year during which such Excess Contributions arose shall be determined in accordance with Article 1165-8(f)(4)(ii) of the regulations issued under the Puerto Rico Code, or as otherwise provided under the Puerto Rico Code.

4.6Requirements for Qualified Non-Elective Contributions and Qualified Matching Contributions. Any contributions that are designated as Qualified Non-Elective Contributions shall meet the requirements of Section 1081.01(d)(3)(E)(ii) of the Puerto Rico Code. In addition, qualified non-elective contributions shall be fully vested at all times. Such contributions shall be distributed from the Plan only in accordance with the events enumerated in the Plan provided however, that in no event shall such amounts be available for hardship withdrawal.

4.7Rollovers. A Participant or an Eligible Employee, with the prior discretionary approval of the Committee, may transfer, or have transferred to the Trust any property which has been distributed to him whether such amount is (i) transferred directly from the Trust of another plan that is qualified under Section 1081.01(a) of the Puerto Rico Code, as an eligible rollover distribution to this Plan; or (ii) transferred by the Participant after his receipt of such amount from a plan qualified under 1081.01(a) of the Puerto Rico Code; provided, however, that such amount qualifies as a rollover amount as defined by the Puerto Rico Code at the time of the transfer.

The amount of cash or the fair market value of any other property transferred to the Trust pursuant to this Section 4.7 shall be credited to the Participant’s Rollover Account as of the Valuation Date next following such transfer to the Trust and shall be nonforfeitable at all times.

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4.8Rollovers from the Plan. At the written request of a “distributee” (as defined below), the Committee shall effectuate a direct rollover distribution of the amount requested by the distributee to an “eligible retirement plan” (as defined below). Such amount may be all or part of such distribution that qualifies as an “eligible rollover distribution” (as defined below) paid directly to an “eligible retirement plan” (as defined below) specified by such individual. All direct rollover distributions shall be made in accordance with this Section 4.8. For purposes of this Section 4.8, the following terms have the following meanings:

(a)A “distributee” means: (i) a Participant, (ii) the surviving spouse of a Participant, (iii) an alternate payee under a qualified domestic relations order within the meaning of Section 206(d) of the ERISA, (iv) a non-spouse beneficiary, or (v) as otherwise provided or permitted under the Puerto Rico Code.

(b)An “eligible retirement plan” means: an individual retirement account or annuity described in Section 1081.02 of the Puerto Rico Code, a nondeductible individual retirement account described in Section 1081.03 of the Puerto Rico Code or a retirement plan that is qualified under Section 1081.01(a) of the Puerto Rico Code, the terms of which permits acceptance of such direct rollover distribution.

(c)An “eligible rollover distribution” means any total distribution of benefits following separation from service for any reason or plan termination or as otherwise defined and/or permitted under the Puerto Rico Code in accordance with Puerto Rico Code Section 1081.01(b).

The aforementioned definitions shall be interpreted in accordance with the regulations to be issued under the Puerto Rico Code Section 1081.01(b).

4.9In Writing Requirement. Notwithstanding any provision in this Plan to the contrary, salary reduction agreements and cancellations or amendments thereto, investment elections, changes or transfers, loans, withdrawal decisions, and any other decision or election by a Participant (or Beneficiary) under this Plan may be accomplished by electronic or telephonic means which are not otherwise prohibited by law and which are in accordance with procedures and/or systems approved or arranged by the Committee or its delegates.

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4.10Military Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service shall be provided in accordance with Section 414(u) of the US Code.

4.11 Maximum Contribution Limitation. Annual Additions Limitation.

(a)Annual Additions Limitations. Effective January 1, 2012, the Annual Additions allocated or attributed to a Participant for any calendar year shall not exceed the lesser of the following:

(i)the limit established under US Code Section 415(c), as adopted under Puerto Rico Code Section 1081.01(a) (11) (B); or

(ii)100% of the Participant’s compensation for such year, as defined under the Puerto Rico Code.

(b)Return of Employee Contributions. If the amount of any Participant’s contributions is determined to be an excess Annual Addition under this section, then the amount of such excess (adjusted to reflect any earnings, appreciation or losses attributable to such excess) shall be refunded to the Participant, or subject to such other correction methods, pursuant to the regulations to be established under the Puerto Rico Code which are incorporated herein by reference.

All defined contribution plans of the Participating Employer shall be aggregated as a single defined contribution plan for purposes of applying this limitation.

4.12  Death or Disability During Qualified Military Service.  In the event that a Participant dies or becomes disabled on or after January 1, 2011 during a period of Qualified Military Service while the Participant’s reemployment rights with the Employer are protected by law, the Employer shall contribute Discretionary QNECs that would have been required under Section 4.1(d) above if the Participant had been reemployed immediately prior to the date of death or Disability, and shall also make Matching Contributions to the Matching Contribution Account of the Participant in an amount equal to the Matching Contributions that would have been provided to the Participant during the period of Qualified Military Service if the Participant had remained employed and made Pre-Tax Contributions at a rate equal to the Participant’s average actual Pre-Tax Contributions during the 12-month period immediately prior to the Qualified Military Service (or if less, the average for the actual period of service).

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V: Allocations To Participants’ Accounts

5.1Individual Accounts. The Committee shall create and maintain adequate records to disclose the interest in the Trust of each Participant, Former Participant and Beneficiary. Such records shall be in the form of individual Accounts and credits, and charges shall be made to such Accounts in the manner herein described. While such Accounts shall distinguish between Matching Contributions and adjustments thereto and Pre-Tax Contributions and adjustments thereto and Discretionary QNECs and adjustments thereto, there shall be one Account maintained for each Participant reflecting the Matching Contributions, Pre-Tax Contributions and Discretionary QNECs made to the Plan by or on behalf of each Participant. There also shall be maintained one Account for each Participant reflecting his Rollover Account, if any. The maintenance of individual Accounts is for accounting purposes only, and a segregation of the assets of the Trust Fund with respect to each Account shall not be required.

5.2Account Adjustments. The Accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the following:

(a)Income. The Accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the procedures that are set forth in Appendix B to the Plan, attached hereto.

The Committee may, for administrative purposes, establish unit values for one or more investment fund(s) (or any portion thereof) and maintain the accounts setting forth each Participant’s interest in such investment fund(s) (or any portion thereof) in terms of such units, all in accordance with such rules and procedures as the Committee shall deem to be fair, equitable and administratively practicable. In the event that unit accounting is thus established for any investment fund (or any portion thereof) the value of a Participant’s interest in that investment fund (or any portion thereof) at any time shall be an amount equal to the then value of a unit in such investment fund (or any portion thereof) multiplied by the number of units then credited to the Participant.

(b)Employer Contributions. The Employer’s contribution for each Plan Year shall be allocated among the Pre-Tax Contribution Accounts, Matching Contribution Accounts and Discretionary QNEC Accounts of those eligible Participants as set forth below:

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(i)Pre-Tax Contributions. The Employer’s Pre-Tax Contribution for the Plan Year made pursuant to Section 4.1(a) shall be credited directly to the Pre-Tax Contribution Account of each Participant who authorized a Pre-Tax Contribution.

(ii)Matching Contributions. The Employer’s Matching Contribution for the Plan Year made pursuant to Section 4.1(c) shall be allocated to the Matching Contribution Accounts of those Participants described in Section 4.1(c).

(iii)Discretionary QNECs. The Employer’s Discretionary QNEC for the Plan Year made pursuant to Section 4.1(d), shall be credited directly to the Discretionary QNEC Accounts of some or all Eligible Participants who are not Highly Compensated Eligible Participants as of the last day of the Plan Year and who are designated to receive an allocation of such contribution.

(c)Deemed Date of Allocation. All credits or deductions made under this Article to Participants’ Accounts shall be deemed to have been made no later than the last day of the Plan Year though actually determined thereafter.

5.3No Rights Created by Allocation. Any allocation made and credited to the Account of a Participant, Former Participant or Beneficiary under this Article shall not cause such Participant, Former Participant or Beneficiary to have any right, title or interest in or to any assets of the Trust Fund except at the time or times, and under the terms and conditions, expressly provided in this Plan.

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VI: Payment Of Benefits

6.1Termination or Disability. If a Participant’s employment is Terminated, or the Participant incurs a Disability, then such Participant shall be entitled to receive the entire amount credited to his Accounts in the manner and at the time provided in Sections 6.4 and 6.5.

6.2Death. If a Participant dies before he has Terminated employment, or if a Participant or Former Participant who is entitled to receive distributions pursuant to Section 6.1 dies prior to receiving the full amount of such distributions, the entire amount credited to his Accounts shall be paid to his Beneficiary in the manner and at the time provided in Sections 6.4 and 6.5.

6.3Vesting. A Participant shall be fully vested at all times in his Accounts.

6.4Time of Payment of Benefits.

(a)A distribution to a Participant who has Terminated employment on or after his Normal Retirement Date shall be made as soon as practicable following the Valuation Date coincident with or next following the date of Termination after receipt by the Committee of the applicable forms.

(b)Pursuant to Section 6.2, upon the Participant’s or Former Participant’s death, his Accounts shall be distributed as follows:

(1)If a Participant or Former Participant dies prior to commencement of his benefits, they will be distributed to his Beneficiary in a single lump sum payment as soon as practicable, but no later than December 31 of the year in which occurs the fifth anniversary of the Participant’s or Former Participant’s death, (but no earlier than the Valuation Date coincident with or next following his date of death).

(2)Notwithstanding subsection (1) above, if the Beneficiary is the Participant’s or Former Participant’s Spouse, then such distribution shall not be required to begin prior to the date on which the Participant or Former Participant would have attained age 70½, had he lived. At such time, distribution must be made in the form provided under Section 6.5. Prior to the date on which the Participant or Former Participant would have attained age 70½, the Spouse may, upon written notice to the Committee, elect to receive the Participant’s or Former Participant’s Accounts as a lump sum.

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(3)Any amount payable to a child pursuant to the death of a Participant or Former Participant shall be treated as if it were payable to the Participant’s or Former Participant’s Spouse if such amount would become payable to the Spouse upon such child reaching majority (or other designated event permitted by regulations).

(c)Subject to subsection (e) of this Section 6.4, a distribution pursuant to Section 6.1 shall be made as soon as practicable following the Valuation Date coincident with or next following such Termination after receipt by the Committee of the applicable forms. In the case of a distribution of a Participant’s Accounts that does not exceed $1,000, if the Participant fails to complete all forms or applications needed to properly process the distribution pursuant to rules set by the Committee, then the distribution shall be automatically made as soon as administratively feasible after the first day of the Calendar Quarter that is coincident with or next follows the date that is 90 days following the event giving rise to the distribution. If the Participant’s Accounts exceed $1,000, distribution of benefits shall not commence unless the Participant consents to such distribution in writing.

(d)If the vested percentage of a Participant’s Accounts exceed $1,000 (determined at the time of any distribution) a distribution from a Participant’s Accounts may not be made prior to a Participant’s Normal Retirement Date (except under Section 6.2, above) unless the Participant gives written consent at such time and in such manner as may be required by the Puerto Rico Code and applicable regulations thereunder. If the Former Participant does not consent to such distribution, benefits shall remain in the Trust Fund and shall continue to receive Income allocations pursuant to Section 5.2(a) and shall not be distributed to the Participant (or his Beneficiary) until his attainment of age 70½ or the Valuation Date coincident with or next following his death, if sooner. Prior to the date on which the Former Participant attains age 70½, the Former Participant may elect to receive all of his Accounts upon written notice to the Committee in a single lump sum.

(e)Notwithstanding any other provision of this Plan to the contrary, unless the Participant or Former Participant elects otherwise, payment of benefits under this Plan shall commence not later than sixty (60) days after the close of the Plan Year in which the latest of the following events occurs: (a) the Participant or Former Participant attains age 65; (b) the tenth (10th) anniversary of the Plan Year in which the Participant or Former Participant

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commenced participation in the Plan; or (c) the Termination of the Participant’s service with the Employer.

(f)If a Participant continues to be employed by the Employer following attainment of age 70½, his Accounts shall be distributed no later than April 1 of the calendar year following the calendar year in which the Participant retires, in accordance with Section 6.5.

A Participant who is a five percent owner or has Terminated employment must commence benefits no later than April 1 of the calendar year following the calendar year in which he attained age 70½.

(g)Distribution to an alternate payee of a Participant or Former Participant, pursuant to a qualified domestic relations order (“QDRO”), as defined in Section 206(d) of ERISA, shall be made as soon as practicable following the finalization of the QDRO, or such later date as the QDRO may authorize.

(h)The value of Company Stock or the value of other investment funds shall be determined as of the Valuation Date that the payment is processed.

6.5Mode of Payment of Benefits. Any amount to which a Participant, Former Participant or Beneficiary shall become entitled to hereunder shall be distributed to him in a lump sum.

All distributions pursuant to this Section shall be made in cash, securities or other property as the Committee in its sole and absolute discretion may determine, to the extent permitted by the Puerto Rico Code and regulations thereunder.

6.6Designation of Beneficiary. Each Participant or Former Participant (or beneficiary thereof) from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as his Beneficiary or Beneficiaries to whom his Plan benefits are to be paid if he dies before receipt of all such benefits. Each Beneficiary designation shall be made on a form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s or Former Participant’s lifetime. Each Beneficiary designation filed with the Committee will cancel all Beneficiary designations previously filed by that Participant or Former Participant. The

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revocation of a Beneficiary designation, no matter how effected, shall not require the consent of any designated Beneficiary.

If any Participant or Former Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated dies before such Participant’s or Former Participant’s death or before complete distribution of the Participant’s or Former Participant’s benefits, such Participant’s or Former Participant’s benefits shall be paid in the following order of priority: first, to the Participant’s or Former Participant’s surviving spouse, if any; second, to the Participant’s or Former Participant’s surviving children, if any, in equal shares; third, to the estate of the last to die of such Participant or Former Participant and his Beneficiary or Beneficiaries.

Notwithstanding the foregoing, the surviving spouse of a Participant or Former Participant shall be deemed to be the Participant’s or Former Participant’s designated Beneficiary, and shall be entitled to receive any distribution on account of the Participant’s or Former Participant’s death in a lump sum, unless the Participant or Former Participant designates a Beneficiary other than the surviving spouse and (1) such surviving spouse consents irrevocably in writing to the designation of such alternate Beneficiary; (2) the Spouse’s consent acknowledges the effect of such designation; and (3) the consent is witnessed by a notary public or a member of the Committee. The requirements of this paragraph may be waived if it is established to the satisfaction of the Committee that the consent may not be obtained because there is no Spouse, because the Spouse cannot be located, or because of other circumstances as may be prescribed by regulation.

6.7Information Required from Beneficiary. If at, after or during the time when a benefit is payable to any Beneficiary, the Committee, upon request of the Trustee or at its own instance, delivers by registered or certified mail to the Beneficiary at the Beneficiary’s last known address a written demand for his then address, or for satisfactory evidence of his continued life, or both, and, if the Beneficiary fails to furnish the information to the Committee within three years from the mailing of the demand, then the Committee shall distribute to the party next entitled thereto under Section 6.7 above as if the Beneficiary were then deceased.

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6.8In-Service Withdrawals:

(a)Non-Hardship.

(1)A Participant or Eligible Employee may elect to withdraw an amount equal to all or any part of his interest in his Rollover Account, including earnings, for any reason,

(2)Upon attainment of age 59½, a Participant may elect to withdraw an amount equal to all or any portion of his interest in his Pre-Tax Contribution Account including earnings, for any reason, and

(3)Upon attainment of age 70½, a Participant may also elect to withdraw an amount equal to all or any portion of his interest in his Matching Contribution Account including earnings, for any reason.

(b)Hardship. On account of financial hardship, as defined below, a Participant may make a withdrawal from his Pre-Tax Contribution Account attributable to all of his Pre-Tax Contributions only (as of the last completed valuation).

(c)Procedures:

(1)The amount available for withdrawal shall be determined as of the Valuation Date that the withdrawal is processed and shall be withdrawn on a pro rata basis from the investment funds in which the underlying contributions are invested.

The amount charged against a Participant’s Pre-Tax Contribution Account and/or Rollover Account shall be based on the value of Company Stock or value of other investment funds determined as of a date as close as administratively feasible to the date of payment.

(2)The existence of a financial hardship and the amount necessary to meet such hardship, shall be determined by the Committee in accordance with the rules set forth below. Notwithstanding the foregoing, a hardship withdrawal by a Participant hereunder may not include any amounts attributable to “qualified non-elective” contributions as defined under Section 1081.01(e) of the Puerto Rico Code.

An immediate and heavy financial need shall be limited to a need for funds for any of the following purposes:

(A)medical expenses as defined in the applicable regulations under the Puerto Rico Code incurred by the Participant, his Spouse, or any of the

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Participant’s dependents (as defined in Section 1033.18(c)(1) of the Puerto Rico Code), or expenses necessary for these individuals to obtain medical care as described in the applicable regulations under the Puerto Rico Code, as long as such expenses are ineligible for reimbursement under any health care plans;

(B)          costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Participant;

(C)          the payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the employee, or the Participant’s Spouse, children, or dependents (as defined in Section 1033.18(c)(1) of the Puerto Rico Code); or

(D)          payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence.

(3)           If the following criteria are met, the Participant will be deemed to have a financial need for a hardship withdrawal to be made:

(A)          the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant including any associated taxes or penalties; and

(B)          the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer or any Affiliate.

(4)           Following payment of any hardship distribution to a Participant hereunder, such Participant may not make Pre-Tax Contributions (and the Participant shall be precluded from making any employee contributions to all other plans maintained by the Employer as defined in Article 1165-8(d)(2)(iii)(B)(III) of the regulations issued under the Puerto Rico Code), during the twelve calendar months immediately following the effective date of such hardship withdrawal, or as otherwise provided under the Puerto Rico Code. A Participant may reenroll in the Plan as soon as practicable following the suspension period. In addition, the Participant may not make any Pre-Tax Contributions to the Plan for the Participant’s taxable year immediately following the taxable year of the hardship withdrawal, in excess of the applicable

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limit under Section 1081.01(d)(7)(A) of the Puerto Rico Code for such next taxable year less the amount of such Participant’s Pre-Tax Contributions for the taxable year of the hardship distribution, or as otherwise provided under the Puerto Rico Code. A similar suspension shall apply if any Participant receives a hardship withdrawal under any other tax-qualified plan maintained by the Employer or any Affiliate in respect of which such a suspension penalty applies. Suspension of a Participant’s eligibility to make Pre-Tax Contributions under this Plan shall have no effect on the Participant’s right to receive Matching Contributions with respect to Pre-Tax Contributions made before or after the suspension period.

6.9          Loans to Participants. The Committee may direct the Trustee to lend a Participant or an Eligible Employee an amount not in excess of the lesser of (i) 50% of his vested Accounts, determined as of any Valuation Date; or (ii) $50,000 (reduced by the excess, if any, of the highest outstanding balances of all other loans from the Plan during the one-year period ending on the day before the loan was made over the outstanding balance of loans from the Plan on the date on which such loan was made). Notwithstanding the preceding sentence, the actual amount available for the loan to a Participant shall be 95% of the amount determined in accordance with the preceding sentence as of the Valuation Date that the Participant applied for the loan. A Participant may have two loans outstanding at any time. Subject to the rules of the Committee set forth below, the Trustee, upon application by a Participant, may make a loan to such Participant for any reason. In addition to such rules as the Committee may adopt, all loans shall comply with the following terms and conditions:

(a)           An application by a Participant for a loan from the Plan shall be made in writing to the Committee (on a form prescribed by it) whose action thereon shall be final.

(b)           The period of repayment for any loan shall be arrived at by mutual agreement between the Committee and the borrower, but such period in no event shall exceed five years. Notwithstanding the foregoing, a Participant may have a loan for up to 30 years to purchase a dwelling unit which shall be used as the Participant’s principal residence. Repayment of interest and principal shall commence at the discretion of the Committee, but in no event later than the first day of the third month commencing after the loan was received by the Participant. Repayment of interest and principal shall be according to a substantially level amortization

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schedule of payments. Payment of interest and principal shall be by payroll deduction. A Participant may elect to prepay the balance of his loan at any time.

(c)           Each loan shall be made against collateral being the assignment of the borrower’s right, title and interest in and to the Trust Fund to the extent of the borrowed amount supported by the borrower’s collateral promissory note for the amount of the loan, including interest, payable to the order of the Trustee.

(d)           Each loan shall bear an interest rate determined in the discretion of the Committee, which rate shall be intended to be commensurate with current fixed rates charged by institutions in the business of lending money for similar types of loans.

(e)           The minimum amount available for any loan is $500.00.

(f)            The procedure to be followed by a Participant in applying for a loan shall be determined by the Committee and documented by a duly approved resolution of the Committee. Such resolution shall be attached to and shall be deemed to be a part of the Plan.

(g)           Notwithstanding anything herein to the contrary, the Committee may direct the Trustee to lend a Former Participant who is a “party in interest” as that term is defined in Section 3(14) of ERISA, an amount not to exceed the amount set forth in the first paragraph of this Section 6.9, but only to the extent required by ERISA. If the Committee directs the Trustee to make a loan to a Former Participant, the rules set forth in Section 6.9 shall apply to such loan, provided, however, that repayment of such loan shall not be by payroll deduction. Repayment shall be made by the Former Participant by check, payable to the Trustee, based on a monthly repayment schedule established by the Committee when the Former Participant makes application for the loan.

(h)           In the event of (i) default on the loan or (ii) the Participant’s Termination of employment prior to repayment of the entire loan balance, the Participant shall have the option to repay the remaining loan balance in full within a reasonable time, as determined by the Committee. A Former Participant shall not have the option to continue to repay the loan on an ongoing basis. If repayment is not made in full within the applicable time period, then there shall be distributed to the Former Participant (i) the promissory note; plus (ii) the value of his Accounts without regard to the amount of any outstanding loan (including any accrued interest thereon). Default means a Participant’s failure to repay the loan when due in

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accordance with the procedures outlined in subsection (b) hereof. A defaulted loan shall be treated as a taxable Plan distribution, subject to the procedures established by the Retirement Committee and the requirements of Section 1081.01(b) (3) (E) of the Puerto Rico Code.

(i)            Loans shall be processed from a Participant’s Accounts in the following order on a prorata basis from the funds in which invested:

(1)           Rollover Account;

(2)           Pre-Tax Contribution Account;

(3)           Matching Contribution Account.

(j)            The amount charged against a Participant’s Pre-Tax Contribution Account, Rollover Account or Matching Contribution Account shall be based on the value of Company Stock or value of other investment funds determined as of the Valuation Date that the loan is paid to the Participant..

(k)           Repayments shall be in reverse order to the order set forth in subsection (i) and invested according to a Participant’s current investment elections.

(l)            A Participant who becomes ineligible to participate in the Plan because the individual transfers employment to an Affiliate or is no longer a bona fide resident of Puerto Rico, but has not Terminated employment, shall continue to be able to make loans from the Plan in accordance with this Section 6.9. Such a Participant shall be treated as a “party in interest” pursuant to subsection (g) hereof.

(m)          A loan initiation fee shall be charged against the loan amount requested by the Participant.

(n)           A Participant who takes an approved leave of absence may discontinue payments on a loan for the period of absence for up to 12 months. Upon return to employment, the Participant must repay the missed payments within the original loan term.

(o)           The Plan will be subject to the loan requirements provided in Section 1081.01(b)(3)(E) of the Puerto Rico Code.

6.10        Withholding Tax on In-Service Withdrawals and Plan Distributions. In-Service withdrawals and Plan Distributions under the Plan shall be subject to the applicable tax withholdings and reporting under the Puerto Rico Code.

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6.11        In-Service Withdrawals During Military Leaves of Absence. Notwithstanding any provision of the Plan to the contrary, a Participant performing service in the unformed service of the United States while on active duty for a period of more than thirty (30) days shall be treated as having a severance from employment solely for purposes of electing a distribution of all or a portion of his Pre-Tax Contributions made to the Plan (excluding any earnings attributable to Pre-Tax Contributions). A Participant who has elected to receive a distribution shall not be permitted to make Pre-Tax Contributions to the Plan for six months following the date of any such distribution.

6.12        Qualified Reservist Distribution.  A Participant who is currently employed and, by reason of being a reservist or member of the National Guard, is ordered or called to active duty for a period in excess of 179 days or for an indefinite period, may withdraw all or any portion of his Pre-Tax Contributions (excluding any earnings attributable to his Pre-Tax Contributions), provided that the withdrawal is made during the period. Such a distribution shall be made in accordance with procedures established by the Committee. All distributions under this Section 6.12 shall be determined and made in accordance with Section 401(k)(2)(B)(i)(V) of the US Code and the guidance issues thereunder.

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VII: Trust Fund

7.1          Exclusive Benefit of Employees and Beneficiaries. All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. All assets of the Trust Fund, including investment Income, shall be retained for the exclusive benefit of Participants, Former Participants and Beneficiaries and shall be used to pay benefits to such persons or to pay administrative expenses of the Plan and Trust Fund to the extent not paid by the Employer. Except as provided in Section 4.3 or 12.2, the assets of the Trust Fund shall not revert to or inure to the benefit of the Employer.

7.2          Investment Directions by Participants.

(a)           A Participant or Former Participant may direct the investment of all amounts held under his Pre-Tax Contribution Account, Matching Contribution Account, Rollover Account and Company Stock Fund in multiples of one percent (1%) in any investment fund, including the Company Stock Fund, offered by the Plan in accordance with this Section, regardless of the date contributions in such Accounts were made to the Plan.

(b)           Notwithstanding Sections 5.2(a) and 8.4, all earnings and expenses, including commissions and transfer taxes, realized or incurred in connection with any investments pursuant to a Participant’s or Former Participant’s directions shall be credited or charged to the Participant’s or Former Participant’s Account for which the investment is made. Effective as of January 1, 2012, a Participant or Former Participant who fails to designate an investment option for his Pre-Tax Contribution Account, Rollover Account and Matching Contribution Account, shall be deemed to have elected to have such Accounts invested in the age-appropriate Fidelity Freedom Fund.

(c)           If a Participant or Former Participant exercises his option to direct the investment of his Pre-Tax Contribution Account and Rollover Account his Matching Contribution Account, then to the extent permitted by ERISA, no person who is otherwise a fiduciary under the Plan shall be liable under ERISA for any loss, or by reason of any breach which results from such Participant’s exercise of such option. The funds available for this purpose shall include the Company Stock Fund and at least three other additional funds. A Participant or Former Participant may elect to change the investment (both future and existing contributions) of his Pre-Tax Contribution Account and Rollover Account and his Matching

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Contribution Account, effective as of the first day of any Valuation Date following written notification to the Committee. A Participant or Former Participant may elect to change the investment (both future and existing contributions) of his Pre-Tax Contribution Account, Rollover Account and Matching Contribution Account in any investment fund, including the Company Stock Fund, offered by the Plan in accordance with this Section regardless of the date contributions into such accounts were made to the Plan.

(d)           The provisions of the first sentence of subsection (a) with respect to investment of a Participant’s or Former Participant’s Matching Contribution Account in any investment fund offered by the Plan shall be implemented as follows. Matching Contributions attributable to Pre-Tax Contributions shall be invested in accordance with a Participant’s then current investment elections applicable to his Pre-Tax Contributions and Rollover Contributions, if applicable. Matching Contributions attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002, shall continue to be invested in accordance with the provisions set forth in Section 7.3 that were in effect for pay periods ending prior to August 18, 2002, unless and until a Participant or Former Participant elects to change the investment of his Matching Contribution Account in accordance with subsections (a), (b) and (c) of this Section 7.2.

7.3          Investment of Contributions in the Company Stock Fund.

(a)           With respect to Matching Contributions that are attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002, the Trustee shall invest all Matching Contributions in the Company Stock Fund.

(b)           All dividends or other distributions with respect to the Company Stock Fund shall be applied to purchase additional Company Stock.

(c)           The Trustee may acquire Company Stock from any source, including the public market, in private transactions, the trustee of The Pep Boys — Manny, Moe & Jack Flexitrust, or, if the Company agrees, from the Company (from either treasury shares or authorized but unissued shares). If the Trustee purchases Common Stock from the Company, the purchase price shall be the mean between the highest and lowest quoted selling prices of the Common Stock on the New York Stock Exchange on the date of purchase, except as provided at subsection (e).

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(d)           Participants and Former Participants may elect to invest Matching Contributions allocated to them that are attributable to Pre-Tax Contributions in any investment fund that is offered under the Plan in accordance with Section 7.2. The provisions hereinafter set forth in this subsection (d) apply only with respect to Matching Contributions that are attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002. A Participant or Former Participant who has satisfied the age requirement for an Early Retirement Date may irrevocably elect in writing on a form provided by the Committee that all future Matching Contributions allocable to him after the Valuation Date following timely delivery of his election be invested in the investment category established by the Committee, which in the opinion of the Committee, provides the highest degree of protection for principal and a reasonable rate of return consistent with the objective of preservation of principal. In that case, the portion of the Participant’s or Former Participant’s Matching Contribution Account invested in Company Stock shall be liquidated in eight installments, each equal to one-eighth of the number of shares of Company Stock allocated to his Matching Contribution Account, as of eight quarterly Valuation Dates next following the Participant’s or Former Participant’s election. The proceeds shall be deposited in the investment category designed to protect principal. A Participant or Former Participant may not subsequently transfer Matching Contributions back into the Company Stock Fund. Effective October 1, 1998, a Participant or Former Participant who has satisfied the age requirement for Early Retirement Date, may elect as of any Valuation Date, that all or any portion of the Participant’s or Former Participant’s Matching Contribution Account, allocated to him as of any Valuation Date, that is invested in Company Stock, be invested in any investment category available for investment. Notwithstanding the foregoing, a Participant or Former Participant may elect to direct the investment of any portion of his Accounts in any investment fund, including the Company Stock Fund, offered by the Plan regardless of age.

(e)           The Company shall make all Pre-Tax Contributions, Matching Contributions and Rollover Contributions that are invested in the Company Stock Fund in cash. Each Participant is assigned a unit value in the Company Stock Fund in accordance with Section 5.2 of the Plan. All Pre-Tax Contributions, Matching Contributions and Rollover Contributions that have been designated by Participants and Former Participants to be invested in the Company

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Stock Fund, shall be applied immediately to purchase units on behalf of each such eligible Participant or Former Participant in the Company Stock Fund, as of that Valuation Date.

(i)            For pay periods ending prior to August 18, 2002, the provisions of this subsection (e) only apply to the extent that Matching Contributions were required to be invested in the Company Stock Fund.

(ii)           Prior to September 30, 1998, the Company made such contributions in Company Stock rather than cash. Each share of Company Stock contributed was valued for purposes of determining the number of shares to be contributed at the average of the mean between the highest and lowest quoted selling prices of the Common Stock on the New York Stock Exchange for each day in the last ten business days of December of the Plan Year for which the contribution was made. Effective as of September 30, 1998, each Participant and Former Participant was assigned a unit value in the Company Stock Fund.

(f)            Pursuant to Section 4.1(c), a Participant must be employed on the last day of the Plan Year to share in the allocation of the Company’s Matching Contribution for the applicable payroll period (or meet one of the exceptions noted in Section 4.1(c)).

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VIII: Administration

8.1          Duties and Responsibilities of Fiduciaries; Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration. A Fiduciary shall have only those specific powers, duties, responsibilities and obligations as are specifically given him under this Plan or the Trust.  The Board of Directors shall have the sole authority to appoint and remove the Trustee and the Committee and to amend or terminate, in whole or in part, this Plan or the Trust. The Committee shall have the sole responsibility for the administration of this Plan, which responsibility is specifically described in this Plan and the Trust. The Committee shall direct the Trustee as to the investment of the assets in the Trust Fund in accordance with the terms of the Plan and Trust. Except as provided in the Trust Agreement and within the scope of any funding and investment policies designated by the Committee the Trustee shall have the sole responsibility for the administration of the Trust and the management of the assets held under the Trust. It is intended that each Fiduciary shall be responsible for the proper exercise of his own powers, duties, responsibilities and obligations under this Plan and the Trust and generally shall not be responsible for any act or failure to act of another Fiduciary. A Fiduciary may serve in more than one fiduciary capacity with respect to the Plan (including service both as Trustee and as a member of the Committee).

8.2          Allocation of Duties and Responsibilities. The Committee shall be appointed by the Board of Directors and shall have the sole responsibility for actual administration of the Plan, as delegated by the Board of Directors. The Committee may also adopt amendments to the Plan, which upon advice of counsel, it deems necessary or advisable to comply with ERISA or the Puerto Rico Code, or any other applicable law, or to facilitate the administration of the Plan. The Committee may designate persons other than their members to carry out any of its duties and responsibilities. Any duties and responsibilities thus allocated must be described in the written instrument. If any person other than an Eligible Employee of the Employer is so designated, such person must acknowledge in writing his acceptance of the duties and responsibilities thus allocated to him. All such instruments shall be attached to, and shall be made a part of, the Plan.

8.3          Administration and Interpretation. Subject to the limitations of the Plan, the Committee shall have complete authority and control regarding the administration and

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interpretation of the Plan and the transaction of its business, and shall, from time to time, establish such rules as may be necessary or advisable in connection therewith. To the extent permitted by law, all acts and determinations of the Committee, as to any disputed question or otherwise, shall be binding and conclusive upon Participants, Former Participants, Employees, Spouses, Beneficiaries and all other persons dealing with the Plan. The Committee may deem its records conclusively to be correct as to the matters reflected therein with respect to information furnished by an Employee. All actions, decisions and interpretations of the Committee in administering the Plan shall be performed in a uniform and nondiscriminatory manner.

8.4Expenses. The Employer shall pay all expenses authorized and incurred by the Committee in the administration of the Plan except to the extent such expenses are paid from the Trust.

8.5Claims Procedure:

(a)Filing of Claim. Any Participant, Former Participant or Beneficiary under the Plan (“Claimant”), may file a written claim for a Plan benefit with the Committee or with a person named by the Committee to receive claims under the Plan.

(b)Notification on Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Claimant, he shall be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of benefits is based. In addition, it shall contain a description of any additional material or information necessary for the Claimant to perfect a claim and an explanation of why such material or information is necessary. Further, the notification shall provide appropriate information as to the steps to be taken if the Claimant wishes to submit his claim for review. This written notification shall be given to a Claimant within 90 days after receipt of his claim by the Committee unless special circumstances require an extension of time to process the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of said 90-day period and such notice shall indicate the special circumstances which make the postponement appropriate. Such extension shall not extend to a date later than 120 days after receipt of the request for

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review of a claim. If no written notice is provided within the aforementioned period, the claim will be deemed denied.

(c)Right of Review. In the event of a denial or limitation of benefits, the Claimant or his duly authorized representative shall be permitted to review pertinent documents and to submit to the Committee issues and comments in writing. In addition, the Claimant or his duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Committee provided, however, that such written request must be received by the Committee (or his delegate to receive such requests) within sixty days after receipt by the Claimant of written notification of the denial or limitation of the claim. The sixty day requirement may be waived by the Committee in appropriate cases.

(d)Decision on Review.

(i)A decision shall be rendered by the Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the Claimant (prior to the expiration of the initial 60 day period), for an additional 60 days, but in no event shall the decision be rendered more than 120 days after the receipt of such request for review. If no decision is issued by the Committee within the aforementioned period, the claim will be deemed denied on appeal.

(ii)Notwithstanding subparagraph (i), if the Committee specifies a regularly scheduled time at least quarterly to review such appeals, a Claimant’s request for review will be acted upon at the specified time immediately following the receipt of the Claimant’s request unless such request is filed within 30 days preceding such time. In such instance, the decision shall be made no later than the date of the second specified time following the Committee’s receipt of such request. If special circumstances (such as a need to hold a hearing) require a further extension of time for processing a request, a decision shall be rendered not later than the third specified time of the Committee following the receipt of such request for review and written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension.

(iii)Any decision by the Committee shall be furnished to the Claimant in writing and in a manner calculated to be understood by the Claimant and shall set

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forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based.

8.6Records and Reports. The Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participants’ account balances and the percentage of such account balances which are nonforfeitable under the Plan; notifications to Participants; and annual reports and registration with the Internal Revenue Service and/or Puerto Rico Department of the Treasury, as applicable.

8.7Other Powers and Duties. The Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

(a)to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b)to prescribe procedures to be followed by Participants, Former Participants or Beneficiaries filing applications for benefits;

(c)to prepare and distribute information explaining the Plan;

(d)to receive from the Employer and from Participants, Former Participants and Beneficiaries such information as shall be necessary for the proper administration of the Plan;

(e)to furnish the Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

(f)to receive, review and keep on file (as it deems convenient or proper) reports of the financial condition, and of the receipts and disbursements, of the Trust Fund from the Trustees;

(g)to appoint or employ advisors including legal counsel to render advice with regard to any responsibility of the Committee under the Plan or to assist in the administration of the Plan; and

(h)to determine the status of qualified domestic relations orders under Section 206(d) of ERISA.

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(i)to engage an Administrative Delegate who shall perform, without discretionary authority or control, administrative functions within the framework of policies, interpretations, rules, practices, and procedures made by the Committee. Any action made or taken by the Administrative Delegate may be appealed by an affected Participant to the Committee in accordance with the claims review procedures provided in Section 8.5. Any decisions which call for interpretations of Plan provisions not previously made by the Committee shall be made only by the Committee. The Administrative Delegate shall not be considered a fiduciary with respect to the services it provides.

The foregoing list of express duties is not intended to be either complete or conclusive, and the Administrative Committee shall, in addition, exercise such powers and perform such other duties as it may deem necessary, desireable, advisable or proper for the supervision and administration of the Plan.

The Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

8.8Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant, Former Participant or Beneficiary, the Employer, the legal counsel of the Employer, or the Trustee.

8.9Authorization of Benefit Payments. The Committee shall issue proper directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions of the Plan. Benefits under this Plan shall be paid only if the Committee determines, in its discretion, that the applicant is entitled to them.

8.10Application and Forms for Benefits. The Committee may require a Participant, Former Participant or Beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s, Former Participant’s or Beneficiary’s current mailing address.

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8.11Facility of Payment. Whenever, in the Committee’s opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Trustee to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit, or he may direct the Trustee to apply the payment for the benefit of such person in such manner as it considers advisable.

8.12Investment Policies. The investment policies of the Plan shall be established and may be changed at any time by the Committee, which shall thereupon communicate such policies to any persons having authority to manage the Plan’s assets. The Investment Manager shall have the authority to invest in any collective investment fund maintained exclusively for the investment of assets of exempt, qualified employee benefit trusts. The assets so invested shall be subject to all the provisions of the instrument establishing such collective investment fund, as amended from time to time, which is hereby incorporated herein by reference and deemed to be an integral part of the Plan and corresponding Trust.

The Committee, whose membership is to be determined by the Board of Directors, is the named fiduciary to act on behalf of the Company in the management and control of the Plan assets and to establish and carry out a funding policy consistent with the Plan objectives and with the requirements of any applicable law. The Committee shall carry out the Company’s responsibility and authority:

(a)To appoint as such term is defined in Section 3(38) of ERISA, one or more persons to serve as Investment Manager with respect to all or part of the Plan assets, including assets maintained under separate accounts of an insurance company.

(b)To allocate the responsibilities and authority being carried out by the Committee among the members of the Committee.

(c)To take any action appropriate to assure that the Plan assets are invested for the exclusive purpose of providing benefits to Participant and their Beneficiaries in accordance with the Plan and defraying reasonable expenses of administering the Plan, subject to the requirements of any applicable law.

(d)To establish any rules it deems necessary. The Committee including each member and former member to whom duties and responsibilities have been

43

allocated, may be indemnified and held harmless by the Employer with respect to any breach of alleged responsibilities performed or to be performed hereunder.

8.13Indemnification. The Employer shall indemnify each individual who is an officer, director or Employee of the Employer and who may be called upon or designated to perform fiduciary duties or to exercise fiduciary authority or responsibility with respect to the Plan, and shall save and hold him harmless from any and all claims, damages, and other liabilities, including without limitation all expenses (including attorneys’ fees and costs), judgments, fines and amounts paid in settlement and actually and reasonably incurred by him in connection with any action, suit or proceeding, resulting from his alleged or actual breach of such duties, authority or responsibility, whether by negligence, gross negligence or misconduct, to the maximum extent permitted by law, provided, however, that this indemnification shall not apply with respect to any actual breach of such duties, authority or responsibility, if the individual concerned did not act in good faith and in the manner he reasonably believed to be in (or not opposed to) the best interest of the Employer, or, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

8.14Resignation or Removal of the Committee. A Committee member may resign at any time by giving ten days’ written notice to the Employer and the Trustee. The Board of Directors may remove any member of the Committee by giving written notice to him and the Trustee. Any such resignation or removal shall take effect at a date specified on such notice, or upon delivery to the Committee if no date is specified.

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IX: Miscellaneous

9.1Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Employee, or as a right of any Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Employees, with or without cause.

9.2Rights to Trust Assets. No Employee or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon Termination of his employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Employee out of the assets of the Trust Fund. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust Fund.

9.3Nonalienation of Benefits. Except as may be permitted by law, and except as may be required or permitted by a qualified domestic relations order as defined in Section 206(d) of ERISA or pursuant to a Plan loan pursuant to Section 6.9, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Employee, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Notwithstanding the preceding sentence, benefits payable under the Plan may be used to offset an amount that the Participant is ordered or required to pay to the Plan if the order or judgment to pay arises under (a) a criminal conviction; (b) a civil judgment pursuant to a violation or alleged violation of part 4 of subtitle B of ERISA; or (c) pursuant to a settlement agreement between the United States Secretary of Labor and the Participant or Former Participant in connection with a violation or alleged violation in part 4 of subtitle B of Title I of ERISA by a fiduciary or any other such person. The applicable judgment, order, decree or settlement agreement must expressly provide for the offset of such benefits.

The Trust Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

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9.4Discontinuance of Employer Contributions. In the event of permanent discontinuance of contributions to the Plan by the Employer, the Accounts of all Participants shall, as of the date of such discontinuance, shall continue to be fully-vested and nonforfeitable.

9.5Lost Participants. If, after reasonable efforts of the Committee to locate a Participant or Beneficiary, including sending a registered letter, returned receipt requested to the last known address, the Committee is unable to locate the Participant or Beneficiary, then the amounts distributable to such Participant or Beneficiary shall, pursuant to applicable state or Federal laws, either (1) be treated as a forfeiture under the Plan and used to reduce the Company’s contribution to the Plan, or (2) if the Plan is joined as a party to any escheat proceedings involving the unclaimed benefits, be paid in accordance with the final judgment as if the final judgment were a claim filed by the Former Participant or Beneficiary.

9.6Participant Obligations and Duty to Notify Plan Fiduciary of Errors or Omissions. In order for a fiduciary (as determined under ERISA) to correct or otherwise rectify any errors or omissions with regard to a Participant’s Accounts under the Plan, each Participant has an affirmative obligation to monitor his Accounts to ensure that all directions, instructions and elections made by the Participant with respect to his Accounts are properly effected. Consistent with such obligation, each Participant is required to promptly review all statements, confirmations and other notices and disclosures with respect to his Accounts, as well as all payroll confirmations, notices and disclosures pertaining to such Participant’s contributions and contribution elections with respect to the Plan. If a fiduciary or an individual or entity with authority delegated by a fiduciary acts or fails to act with respect to a Participant or a Participant’s Accounts under the Plan and the Participant knows or should have known that such act or failure to act was incorrect or inconsistent with the Plan, ERISA or its regulations, the Puerto Rico Code, and/or the Participant’s investment instructions, elections, or other directions, the Participant’s failure to notify the fiduciary (or the fiduciary’s delegate) within 90 days that such act or failure to act was incorrect or inconsistent with the Participant’s election shall be deemed to be an acceptance and ratification of the fiduciary’s (or the fiduciary’s delegate’s) act or failure to act.

9.7Death During Qualified Military Service. Effective for deaths occurring on or after January 1, 2007, to the extent required by Section 401(a)(37) of the US Code and

46

regulations or other guidance issued thereunder, the survivors of a Participant who dies while performing Qualified Military Service shall be eligible for any additional benefits that would have been provided under the Plan if the Participant had resumed employment and immediately thereafter terminated employment due to death.

9.8Governing Law. The Plan will be governed according to the Puerto Rico Code, where such law is not in conflict with the applicable federal laws, and any other applicable qualification requirements not expressly included in this Plan, it is included hereby by reference.

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X: Amendments And Action By Employer

10.1Amendments Generally. The Company reserves the right to make from time to time any amendment or amendments to this Plan or Trust which do not cause any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants or their Beneficiaries; provided, however, that the Company may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA or the Puerto Rico Code.

No amendment to the Plan shall decrease a Participant’s Accounts or eliminate an optional form of distribution except as may be permitted by the Puerto Rico Code or ERISA.

10.2Amendments to Vesting Schedule. Any amendment to the Plan which alters the vesting provisions set forth in Section 6.3 shall be deemed to include the following terms:

(a)The vested percentage of a Participant in that portion of his Accounts under the Plan derived from Employer contributions made for Plan Years ending with or within the later of the date such amendment is adopted or the date such amendment becomes effective shall not be reduced; and

(b)Each Participant having not less than three years of service at the later of the date such amendment was effective shall be permitted to elect irrevocably to have his vested percentage computed under the Plan without regard to such amendment. Such election must be made within 60 days from the later of (i) the date the amendment was adopted, (ii) the date the amendment became effective, or (iii) the date the Participant is issued written notice of such amendment by the Committee.

Notwithstanding the preceding sentence, no election need be provided for any Participant whose nonforfeitable percentage in his Accounts derived from Employer contributions under the Plan, as amended at any time, cannot be less than such percentage determined without regard to such amendment.

10.3Action by Company. Any action by the Company under this Plan shall be by a duly adopted resolution of the Board of Directors, or by any person or persons duly authorized by a duly adopted resolution of that Board to take such action. Any company that has

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adopted this Plan with approval of the Board of Directors shall be deemed, by the continuing participation of such company in the Plan to accept any action of the Board of Directors.

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XI: Successor Employer And Merger Or
Consolidation Of Plans

11.1Successor Employer. In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which the Plan and Trust will be continued by the successor; and, in that event, such successor shall be substituted for the Employer under the Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by the successor, and the successor shall have all of the powers, duties and responsibilities of the Employer under the Plan.

11.2Plan Assets. There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Trust Fund to, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of the Plan, unless each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated), and unless a duly adopted resolution of the Board of Directors of the Company authorizes such merger, consolidation or transfer of assets.

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XII: Plan Termination

12.1Right to Terminate. In accordance with the procedures set forth herein, the Company may terminate the Plan at any time in whole or in part. A distribution may not be made from the Plan due to the termination of the Plan if the Employer established or maintains a successor. To the extent permitted by Section 1081.01 of the Puerto Rico Code and regulations thereunder, in the event of the dissolution, merger, consolidation or reorganization of the Employer, the Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is continued by a successor to the Employer in accordance with Section 11.1.

12.2Liquidation of the Trust Fund. Upon the complete or partial termination of the Plan, the Accounts of all Participants affected thereby shall become fully vested and nonforfeitable, to the extent funded, and the Committee shall direct the Trustee to distribute the assets remaining in the Trust Fund, after payment of any expenses properly chargeable thereto, to Participants, Former Participants and Beneficiaries in proportion to their respective Account balances.

12.3Manner of Distribution. To the extent that no discrimination in value results, any distribution after termination of the Plan may be made, in whole or in part, in cash, or in securities or other assets in kind, as the Committee may determine. All non-cash distributions shall be valued at fair market value at date of distribution.

[signatures follow]

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IN WITNESS WHEREOF, the undersigned has duly execute this Plan.

/s/PEP BOYS — MANNY, MOE & JACK OF PUERTO RICO, INC.

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Appendix A

Participating Employers

Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc.

A-1

Appendix B

The custodian shall, following the end of each Valuation Date, value all assets of the Trust Fund, allocate net gains or losses, and process additions to and withdrawals from Account balances in the following manner:

1.The custodian shall first compute the fair market value of securities and/or the other assets comprising each investment fund designated by the Committee for direction of investment by the Participants and Former Participants of this Plan. Each Account balance shall be adjusted each business day by applying the closing market price of the investment fund on the current business day to the share/unit balance of the investment fund as of the close of business on the current business day.

2.The custodian shall then account for any requests for additions or withdrawals made to or from a specific designated investment fund by any Participant or Former Participant, including allocations of contributions and forfeitures. In completing the valuation procedure described above, such adjustments in the amounts credited to such Accounts shall be made on the business day to which the investment activity relates. Contributions received by the custodian pursuant to this Plan shall not be taken into account until the Valuation Date coinciding with or next following the date such contribution was both actually paid to the custodian and allocated among the Accounts of Participants and Former Participants.

3.Notwithstanding paragraphs 1 and 2 above, in the event a pooled investment fund is created as a designated fund for Participant or Former Participant investment election in this Plan, valuation of the pooled investment fund and allocation of earnings of the pooled investment fund shall be governed by the Administrative Services Agreement for such pooled investment fund.

It is intended that this section operate to distribute among each Participant Account in the Trust Fund, all income of the Trust Fund and changes in the value of the assets of the Trust Fund.

For purposes of this Appendix B, custodian shall mean the American Express Trust Company, or such other entity appointed by the Committee.

B-1

EX-10.9

Exhibit 10.9

THE PEP BOYS

DEFERRED COMPENSATION PLAN

As Amended and Restated

Effective as of January 31, 2014

ARTICLE 1

HISTORY AND PURPOSE

In recognition of the services provided by certain key employees, the Board adopted the Plan to make additional retirement benefits and increased financial security, on a tax-favored basis, available to those individuals.  The Plan was previously amended and restated, effective as of January 1, 2005, to incorporate the applicable provisions of section 409A of the Code and regulations issued thereunder with respect to amounts covered by the Plan subject to such requirements.  The Plan was then further amended and restated, effective as of January 1, 2009, to implement changes into the Plan that were required pursuant to and consistent with section 409A of the Code and the final regulations issued thereunder.  The Plan is now amended and restated, effective as of January 31, 2014, to cease the automatic Matching Contributions under Section 4.2(a) of the Plan with respect to Voluntary Bonus Deferrals for Bonuses that relate to Fiscal Years that commence after January 31, 2014.  This Plan document covers any Participant who was entitled to receive a benefit from the Plan as of January 30, 2014, but did not receive payment of his benefit under the Plan as of such date, as well as any individual who becomes a Participant in the Plan on or after January 31, 2014.  The rights and benefits of any Participant who commenced benefit payments prior to January 31, 2014 are governed by the terms of the Plan as it existed prior to January 31, 2014.  The Plan, as amended and restated herein, is intended to be maintained and operated in accordance with the requirements of section 409A of the Code.  All capitalized terms in this Article 1 shall be as defined in Article 2 below.  The amended and restated Plan reads as follows:

ARTICLE 2

DEFINITIONS

2.1          Definitions.  The following words and phrases, when used in this Plan, shall have the following meanings:

Affiliate means any firm, partnership, or corporation that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company.  “Affiliate” also includes any other organization related to the Company that is designated as such by the Board.

Associate means any individual employed by the Employer on a regular, full-time basis at the manager level or above (determined in accordance with the personnel policies and practices of the Employer), including citizens of the United States employed outside of their home country and resident aliens employed in the United States; provided, however, that to qualify as an “Associate” for purposes of the Plan, the individual must be a member of a group of “key management or other highly compensated employees” within the meaning of sections 201, 301 and 401 of ERISA whose Compensation is within the top 5% of all Associates of the Employer ranked by Compensation.

Base Salary means, for each Associate, his annual rate of base salary for the Plan Year, before any reduction for amounts deferred by the Participant pursuant to any Code section 401(k) plan or Code section 125 plan or pursuant to this Plan.

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Base Salary Deferral means that portion of Base Salary as to which a Participant has made an annual irrevocable election to defer receipt until the date specified under the In-Service Distribution Option or the Retirement Distribution Option.

Beneficiary means the person or persons (natural or otherwise) designated by the Participant in accordance with Section 9.3.

Board means the Board of Directors of the Company.

Bonus means the amount earned by an Associate under the Employer’s Annual Incentive Bonus Plan, or any other bonus plan that replaces such plan, for the performance period that commences during such Plan Year.

Cause means (i) the continued failure of the Associate to perform substantially his duties with the Employer (other than such failure resulting from an Associate’s Disability), (ii) any act by the Associate of illegality, dishonesty or fraud in connection with the Associate’s employment, (iii) the willful engaging by the Associate in gross misconduct which is demonstrably and materially injurious to the Employer or its affiliates, (iv) the Associate’s conviction of or pleading guilty or no contest to a felony, or (v) a violation of the Associate’s employment agreement or non-competition agreement with the Employer.

Code means the Internal Revenue Code of 1986, as amended from time to time and includes any regulations issued thereunder.

Company means The Pep Boys — Manny, Moe & Jack.

Company Stock Fund means the Deemed Investment Option under the Plan for which the rate of return credited to a Participant’s Distribution Accounts shall be based on the actual performance of the common stock of the Company.

Compensation means the sum of the Associate’s Base Salary and Bonus for the Plan Year.

Deemed Investment Options means the deemed investment options selected by the Participant from time to time pursuant to which deemed earnings are credited to the Participant’s Distribution Accounts.

Disability or Disabled means a medically determinable physical or mental impairment of a permanent nature which prevents a Participant from performing his customary employment duties without endangering his health and which would qualify the Participant for Social Security disability benefits or a benefit under the Pep Boys — Manny, Moe & Jack Long Term Disability Salary Continuation Plan.

Distribution Account means, with respect to a Participant, the Retirement Distribution Account and/or the In-Service Distribution Account(s) established on the books of the Employer which is used solely to calculate the aggregate amount payable to each Participant.

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Distribution Option means the two distribution options which are available under the Plan, consisting of the Retirement Distribution Option and the In-Service Distribution Option.

Distribution Option Period means a Plan Year for which an Eligible Associate elects, in the Enrollment Agreement for deferrals of Compensation for a Plan Year, the time and manner of payment of amounts credited to the Eligible Associate’s In-Service Distribution Option Account for such Plan Year.  For deferrals of Compensation for a particular Plan Year, the Distribution Option Period must be no sooner than the third Plan Year following the Plan Year for which the Compensation is deferred for that Distribution Option Period.

Eligible Associate means any Associate who is designated by the Plan Administrator as eligible to participate in the Plan.

Employer means the Company and any Affiliate.

Enrollment Agreement means the authorization form which an Eligible Associate files with the Plan Administrator to participate in the Plan.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Fiscal Year means the fiscal year of the Company which ends on the Saturday nearest January 31 in each year.

In-Service Distribution Account means a separate sub-account under the Distribution Account maintained for a Participant to which Base Salary Deferrals, Voluntary Bonus Deferrals and Matching Contributions are credited pursuant to the In-Service Distribution Option for each Plan Year.

In-Service Distribution Option means the Distribution Option pursuant to which benefits are payable in accordance with Section 6.2.

Matching Contributions are those credits made to the Participant’s Distribution Account by the Company pursuant to Section 4.2.

Normal Retirement Age means age 62.

Participant means an Eligible Associate who has filed a completed and executed Enrollment Agreement with the Plan Administrator or its designee and is participating in the Plan in accordance with the provisions of Article 4.  In the event of the death or incompetency of a Participant, the term shall mean the Participant’s personal representative or guardian.  An individual shall remain a Participant until that individual has received full distribution of any amount credited to the Participant’s Distribution Account(s).

Plan means this plan, called The Pep Boys Deferred Compensation Plan, as may be amended from time to time.

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Plan Administrator means the committee appointed by the Board to act as the administrator of the Plan.

Plan Year means the 12 month period beginning on each January 1 and ending on the following December 31.

Retirement means a Participant’s Separation From Service with the Employer, for a reason other than death, at or after age 55.

Retirement Distribution Account means a separate sub-account under the Distribution Account maintained for a Participant to which Base Salary Deferrals, Voluntary Bonus Deferrals and Matching Contributions are credited pursuant to the Retirement Distribution Option for all Plan Years.

Retirement Distribution Option means the Distribution Option pursuant to which benefits are payable on account of a Separation From Service in accordance with Section 6.1.

Separation Date means the last day on which the Participant is employed by an Employer on account of a Separation From Service.

Separation From Service means a Participant’s separation from service with the Employer within the meaning of section 409A of the Code and the regulations thereunder.

Specified Employee means any Participant who, at any time during the twelve month period ending on the identification date (as determined by the Company or its delegate), is a specified employee under section 409A of the Code, as determined by the Company (or its delegate).  The determination of “specified employees,” including the number and identity of persons considered “specified employees” and identification date, shall be made by the Company (or its delegate) in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

Tier I Participant means a Participant who is employed as an officer of the Company.

Tier II Participant means a Participant other than a Tier I Participant.

Unforeseeable Emergency means the Participant has experienced an “unforeseeable emergency” within the meaning of Treas. Reg. §1.409A-3(i)(3)(i).

Voluntary Bonus Deferral means the portion of the Participant’s Bonus earned in a Plan Year, as to which a Participant has made an annual irrevocable election to defer receipt until the date specified under the In-Service Distribution Option or the Retirement Distribution Option.

2.2          Construction. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary.

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ARTICLE 3

ADMINISTRATION OF THE PLAN AND DISCRETION

3.1          The Plan Administrator shall have full power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and to take any other such actions as it deems necessary or advisable in carrying out its duties under the Plan.  All actions taken by the Plan Administrator arising out of, or in connection with, the administration of the Plan or any rules adopted thereunder, shall, in each case, lie within its sole discretion, and shall be final, conclusive and binding upon the Company, the Employer, the Board, all Participants, all Beneficiaries and all persons and entities having an interest therein and the Enrollment Agreement of each Participant shall constitute that Participant’s acknowledgement and acceptance of the Plan Administrator’s authority and discretion.

3.2          The Plan Administrator shall serve without compensation for their services unless otherwise determined by the Board.  All expenses of administering the Plan shall be paid by the Company.

3.3          The Company shall indemnify, defend and hold the Plan Administrator harmless from any and all claims, losses, damages, expenses (including counsel fees) and liability (including any amounts paid in settlement of any claim or any other matter with the consent of the Board) arising from any act or omission of such member, except when the same is due to gross negligence or willful misconduct.

3.4          Any decisions, actions or interpretations to be made under the Plan by the Company, the Employer, the Board or Plan Administrator shall be made in its respective sole discretion, not as a fiduciary and need not be uniformly applied to similarly situated individuals and shall be final, binding and conclusive on all persons interested in the Plan.

ARTICLE 4

PARTICIPATION

4.1          Election to Participate.

(a)           Annually, all Eligible Associates will be offered the opportunity to make a Base Salary Deferral and a Voluntary Bonus Deferral with respect to Base Salary and Bonus to be earned in the following Plan Year.  Any Eligible Associate may enroll in the Plan effective as of the first day of a Plan Year by filing a completed and fully executed Enrollment Agreement with the Plan Administrator by a date set by the Plan Administrator, but in any event prior to the last day of the preceding Plan Year.  Pursuant to said Enrollment Agreement, the Eligible Associate shall irrevocably elect, except as otherwise provided herein, (1) the percentages, in whole percentages, by which (as a result of payroll reduction) an amount equal to any whole percentage of the Participant’s Base Salary and/or Bonus to be earned during that Plan Year will be deferred, (2) the Distribution Accounts to which such amounts will be credited, (3) the time of distribution from the designated Distribution Accounts for such Plan Year, and (4) shall provide such other information as the Plan Administrator shall require.  The Company may establish minimum or maximum amounts of Base Salary Deferrals and Voluntary Bonus Deferrals that may be elected under this Section and may change such standards from time to time; provided, that any such

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limits shall be communicated by the Company to the Plan Administrator and by the Plan Administrator to the Participants prior to the commencement of a Plan Year.  With respect to an election relating to a deferral to an In-Service Distribution Account for a particular Plan Year, in no event shall the date selected be sooner than the third Plan Year following the Plan Year for which the Compensation is deferred for that Distribution Option Period.

(b)           In the Enrollment Agreement filed with the Plan Administrator for each Distribution Option, the Participant shall allocate his deferrals for the Plan Year between the Distribution Options in increments of ten percent and elect the time and manner of distributions from such Distribution Accounts.  A Participant’s execution of the Enrollment Agreement shall also constitute acknowledgment that all decisions, interpretations and determinations by the Plan Administrator shall be final and binding on the Company, the Employer, the Participant, his Beneficiaries and any other persons having or claiming an interest hereunder on behalf of the Participant.

(c)           Notwithstanding the provisions of subsection (a):

(1)           a Participant who incurs an Unforeseeable Emergency may elect to cancel future Base Salary Deferrals and Voluntary Bonus Deferrals being made on his behalf in the current Plan Year by giving the Plan Administrator at least 30 days’ advance written notice of such election and agreeing not to make any further Base Salary Deferrals and Voluntary Bonus Deferrals under the Plan for the balance of the current Plan Year.  The Plan Administrator will determine whether the Participant has experienced an Unforeseeable Emergency.  If the Plan Administrator determines that the Participant has experienced an Unforeseeable Emergency the remaining Base Salary Deferrals and Voluntary Bonus Deferrals for such Plan Year will be cancelled.

(2)           to the extent required by a qualified plan maintained by the Employer, a Participant who takes a hardship withdrawal from any such qualified plan pursuant to Treas. Reg. §1.401(k)-1(d)(3), shall have their Base Salary Deferrals and Voluntary Bonus Deferrals for the remainder of the Plan Year cancelled.

(3)           with respect to any Bonus which has a performance period that is the Company’s Fiscal Year, the Plan Administrator may permit an Eligible Associate who has made a Voluntary Bonus Deferral election to cancel such Voluntary Bonus Deferral prior to the first day of the Fiscal Year to which such Bonus relates.

4.2          Matching Contributions.

(a)           Matching Contributions for Tier I Participants.  If a Tier I Participant elects to direct a portion of his Voluntary Bonus Deferral to the Company Stock Fund, the Company shall credit to such Tier I Participant’s Distribution Account for which such Tier I Participant’s Voluntary Bonus Deferrals are credited for a particular Plan Year a Matching Contribution equal to 100% of the Voluntary Bonus Deferral which the Tier I Participant elected to direct to the Company Stock Fund, up to 20% of the Tier I Participant’s Bonus.  Notwithstanding the forgoing, effective for Fiscal Years commencing after January 31, 2014, the Company shall not credit any further Matching Contributions pursuant to this Section 4.2(a) with respect to

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Voluntary Bonus Deferrals that relate to Bonuses for Fiscal Years that commence after January 31, 2014.

The Deemed Investment Option for the Matching Contribution (and the related Voluntary Bonus Deferral) shall be the Company Stock Fund until such time as such amounts are distributed.

The Matching Contribution under this Section 4.2(a) shall vest according to the following schedule, on each anniversary of the date on which the Matching Contribution was credited to the Tier I Participant’s Distribution Account, provided that the Tier I Participant does not have a Separation Date prior thereto:

Anniversary of Date of Credit	Vested Percentage
First anniversary	33.33	%
Second anniversary	66.66	%
Third anniversary	100	%

If the Tier I Participant dies or becomes Disabled while employed by the Employer, or terminates employment on or after attaining Normal Retirement Age, the Matching Contribution shall vest immediately on the Separation Date.

(b)           Discretionary Matching Contributions for Tier I and Tier II Participants.  The Company may credit a Matching Contribution to a Tier I Participant’s and/or Tier II Participant’s Distribution Account for any Plan Year, as determined by the Company.  Any such Matching Contribution shall be communicated by the Company to the Plan Administrator and by the Plan Administrator to the Participants prior to the beginning of the relevant Plan Year.  At the time of such communication, the Company shall specify with respect to such Matching Contributions (1) any applicable vesting requirements and (2) the time of distribution.

(c)           General Rules for Matching Contributions.

(1)           Notwithstanding the foregoing, if the Company reaches a finding of Cause with respect to a Participant, the Plan Administrator, acting on behalf of the Company, shall have the discretion to forfeit the vested portion of the Matching Contribution credited to such Participant’s Distribution Account.

(2)           Matching Contributions will be credited as frequently as determined by the Plan Administrator, acting on behalf of the Company, but in any event at least annually.

ARTICLE 5

DISTRIBUTION ACCOUNTS

5.1          Distribution Accounts.  For each Plan Year, the Plan Administrator shall establish and maintain separate Distribution Accounts with respect to each Participant for each Distribution Option Period and for the Retirement Account.  A Participant’s Distribution Accounts shall consist of the Retirement Distribution Account and/or one or more In-Service Distribution Accounts.  The amount of Base Salary Deferrals and Voluntary Bonus Deferrals pursuant to Section 4.1 shall be credited by the Company to the Participant’s Distribution Option

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Accounts no later than the first day of the month following the month in which such Base Salary or Bonus would otherwise have been paid, in accordance with the Distribution Option irrevocably elected by the Participant in the Enrollment Agreement.  Any amount once taken into account as Base Salary or Bonus for purposes of this Plan shall not be taken into account thereafter.  The Participant’s Distribution Accounts shall be reduced by the amount of payments made by the Company to the Participant or the Participant’s Beneficiary pursuant to this Plan.

5.2          Returns on Distribution Option Accounts.  A Participant’s Distribution Accounts shall be credited with returns in accordance with the Deemed Investment Options elected by the Participant from time to time.  Unless otherwise provided under this Plan, Participants may allocate their Retirement Distribution Account and/or each of their In-Service Distribution Accounts among the Deemed Investment Options available under the Plan only in whole percentages of not less than five percent.  The rate of return, positive or negative, credited under each Deemed Investment Option is based upon the actual investment performance of the investment fund(s) designated by the Plan Administrator from time to time, and shall equal the total return of such investment fund net of asset based charges, including, without limitation, money management fees, fund expenses and mortality and expense risk insurance contract charges.  The Plan Administrator reserves the right, on a prospective basis, to add or delete Deemed Investment Options.

5.3          Deemed Investment Options.  Except as otherwise provided pursuant to Section 5.2, the Deemed Investment Options available under the Plan shall consist of the Company Stock Fund and such other investments funds as the Plan Administrator designates.  Notwithstanding that the rates of return credited to Participants’ Distribution Accounts under the Deemed Investment Options are based upon the actual performance of the investment funds designated by the Plan Administrator, the Company shall not be obligated to invest any Base Salary Deferral and Voluntary Bonus Deferral by, and Matching Contributions for, Participants under this Plan, or any other amounts, in such portfolios or in any other investment funds.  Investments in the Company Stock Fund are limited to elections under Section 4.2 only.

5.4          Changes in Deemed Investment Options.  A Participant may change the Deemed Investment Options to which the Participant’s Distribution Accounts are deemed to be allocated with whatever frequency is determined by the Plan Administrator which shall not be less than four times per Plan Year; provided, however, that a Tier I Participant who has elected to invest a portion of his Voluntary Bonus Deferral in the Company Stock Fund may not change such investment option for such Voluntary Bonus Deferrals or for the related Matching Contributions.  A change in the Deemed Investment Options under this Section 5.4 may include (a) the reallocation of the Participant’s existing Distribution Accounts in whole percentages of not less than five percent, and/or (b) a change in investment allocation of amounts to be credited to the Participant’s Distribution Accounts in the future, as may be elected by the Participant.

5.5          Valuation of Distribution Accounts.  The value of a Participant’s Distribution Accounts as of any date shall equal the amounts theretofore credited to such Distribution Accounts, including any earnings (positive or negative) deemed to be earned on such Distribution Accounts in accordance with Section 5.2 through the day preceding such date, less the amounts theretofore deducted from such Distribution Accounts.

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5.6          Statement of Distribution Accounts.  The Plan Administrator shall provide to each Participant, not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable setting forth the balance standing to the credit of each Participant in each of his Distribution Accounts.

5.7          Distributions from Distribution Accounts.  Any distribution made to or on behalf of a Participant from one or more of his Distribution Accounts in an amount which is less than the entire balance of any such Distribution Account shall be made pro rata from each of the Deemed Investment Options to which such Distribution Account is then allocated.

ARTICLE 6

BENEFITS TO PARTICIPANTS

6.1          Benefits Under the Retirement Distribution Option.  Benefits credited to a Participant’s Retirement Distribution Option shall be distributed to such Participant in a lump sum payment within thirty (30) days following the first day of the seventh month following the Participant’s Separation Date.  The lump sum payment shall be equal to the value of such Retirement Distribution Account as of the business day immediately preceding the date of payment.

6.2          Benefits Under the In-Service Distribution Option.  Benefits under the In-Service Distribution Option shall be paid to a Participant as follows:

(a)           Distribution of Benefits Pursuant to an In-Service Distribution Account.  In the case a Participant is employed by the Employer at the time his particular In-Service Distribution Account is payable, such Participant’s In-Service Distribution Account shall be distributed to the Participant in a lump sum payment.  Unless a Separation From Service occurs prior to the date on which the In-Service Distribution Account is to be paid pursuant to subsection (b) below, distribution of amounts credited to a Participant’s particular In-Service Distribution Account, if any, shall be made in the April of the Plan Year elected by the Participant in the Enrollment Agreement that designated all or a portion of the Base Salary and/or Bonus deferred to be allocated to such In-Service Distribution Account.  The lump sum payment shall be equal to the value of such In-Service Distribution Account as of the business day immediately preceding the date of payment.

(b)           Benefits Upon Separation From Service.  In the case of a Participant who has a Separation From Service with the Employer prior to the date on which his In-Service Distribution Account(s) would otherwise be distributed, all such In-Service Distribution Account(s) shall be paid in a lump within thirty (30) days following the first day of the seventh month following the Participant’s Separation Date.  The lump sum payment shall be equal to the value of such In-Service Account(s) as of the business day immediately preceding the date of payment.

6.3          Distribution of Matching Contributions.  Any Matching Contributions credited to a Participant’s Distribution Account, shall be paid to the Participant at the same time and in the same form as the voluntary deferrals to which such Matching Contributions correspond.

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6.4Type of Payment.  All payments under the Plan shall be made in cash, except that amounts attributable to Voluntary Bonus Deferrals which are invested in the Company Stock Fund at the Participant’s election and Matching Contributions under Section 4.2(a) shall be distributed in whole shares of Company Stock, with cash for fractional shares.

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ARTICLE 7

SURVIVOR BENEFITS

7.1Death of Participant Prior to the Commencement of Benefits.  In the event of a Participant’s death prior to the commencement of benefits in accordance with Article 6, distribution of the Participant’s Distribution Accounts shall be made to the Participant’s Beneficiary in a lump sum within sixty (60) days following the date of the Participant’s death.  The amount of any lump sum benefit payable in accordance with this Section shall equal the value of the Participant’s Distribution Accounts as of the business day immediately preceding the date of payment.

ARTICLE 8

EMERGENCY BENEFIT

8.1Emergency Benefit.  A Participant may request an earlier distribution under the Plan pursuant to this Article 8 if he experiences an Unforeseeable Emergency.  Such request must be made to the Plan Administrator in writing.  The Plan Administrator will determine, in its sole discretion, whether to approve such Participant’s request for a distribution from his Distribution Account on account of an Unforeseeable Emergency.  If the Plan Administrator approves the Participant’s request, the Company will make a distribution from the Participant’s Distribution Account.

8.2Additional Rules.

(a)A Participant’s eligibility for a distribution under this Article shall be determined by the Plan Administrator in accordance with the provisions of Treas. Reg. §1.409A-3(i)(3) (or any successor regulation thereto).

(b)The amount distributed to a Participant shall not exceed the amount reasonably necessary to meet the Unforeseeable Emergency, including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution, and in determining the amounts reasonably necessary to satisfy the Unforeseeable Emergency the Plan Administrator shall take into account any additional compensation that is available to the Participant as a result of the cancellation of the Participant’s deferral election under this Plan

(c)Amounts distributed under this Article shall be paid first from the applicable portion of the Participant’s In-Service Distribution Accounts, if any, to the extent the balance of one or more of such In-Service Distribution Accounts is sufficient to meet the emergency, in the order in which such Distribution Accounts would otherwise be distributed to the Participant.  If the distribution exhausts the applicable portion of the Participant’s In-Service Distribution Accounts, the applicable portion of the Participant’s Retirement Distribution Account may be accessed.

(d)No further benefit shall be paid to a Participant or his Beneficiary with respect to any portion of a Distribution Account that is distributed under this Article.

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(e)A Participant who receives a distribution on account of an Unforeseeable Emergency under this Article in a Plan Year shall be prohibited from making any deferrals during the remainder of the Plan Year and must execute a new Enrollment Agreement if such Participant desires to defer Compensation for a future Plan Year.

ARTICLE 9

MISCELLANEOUS

9.1Amendment and Termination.  The Plan may be amended, suspended, discontinued or terminated at any time by the Plan Administrator, acting on behalf of the Company; provided, however, that no such amendment, suspension, discontinuance or termination shall reduce or in any manner adversely affect the rights of any Participant with respect to benefits that are payable or may become payable under the Plan based upon the balance of the Participant’s Distribution Accounts as of the effective date of such amendment, suspension, discontinuance or termination, unless such amendment is necessary to comply with applicable law.  Following termination of the Plan, Participants shall be entitled to a distribution of their vested Distribution Accounts at the time permitted under section 409A of the Code and its corresponding regulations; provided that no such distribution may occur unless such termination is on account of a reason described in Treas. Reg. §1.409A-3(j)(4)(ix)(A), (B) or (C) (or any successor regulation thereto) and the requirements of such regulations, as applicable, are met.

9.2Claims Procedure.

(a)Claim.  A person who believes that he is being denied a benefit to which he is entitled under the Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Plan Administrator, setting forth the claim.

(b)Claim Decision.  Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period.  The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause.

If the claim is denied in whole or in part, the Claimant shall be provided a written opinion, using language calculated to be understood by the Claimant, setting forth:

(1)The specific reason or reasons for such denial;

(2)The specific reference to relevant provisions of the Plan on which such denial is based;

(3)A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation why such material or such information is necessary;

(4)Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review;

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(5)The time limits for requesting a review under subsection (c) and for review under subsection (4) hereof; and

(6)The Participant’s right to bring an action for benefits under section 502 of ERISA following an adverse determination on review.

(c)Request for Review.  Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Plan Administrator review its determination.  The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comment in writing for consideration by the Plan Administrator.  If the Claimant does not request a review of the initial determination within such sixty (60) day period, the Claimant shall be barred and estopped from challenging the determination.

(d)Review of Decision.  Within sixty (60) days after the Plan Administrator’s receipt of a request for review, it will review the initial determination.  After considering all materials presented by the Claimant, the Plan Administrator will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the relevant provisions of this Agreement on which the decision is based and a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits, and the Participant’s right to bring an action for benefits under section 502 of ERISA.  If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

9.3Designation of Beneficiary.  Each Participant may designate a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person) to receive any payments which may be made following the Participant’s death.  Such designation may be changed or canceled at any time without the consent of any such Beneficiary.  Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator, or its designee.  If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have predeceased the Participant, the Beneficiary shall be the Participant’s estate.  If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

9.4Limitation of Participant’s Right.  Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of the Employer, nor shall it interfere with the rights of the Employer to terminate the employment of any Participant and/or to take any personnel action affecting any Participant without regard to the effect which such action may have upon such Participant as a recipient or prospective recipient of benefits under the Plan.  Any amounts payable hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any other arrangement established by the Employer for the benefit of its employees.

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9.5No Limitation on Company Actions.  Nothing contained in the Plan shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest.  No Participant, Beneficiary, or other person shall have any claim against the Company as a result of such action.

9.6Obligations to Company.  If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Employer, then, to the extent permitted under section 409A of the Code, the Company may offset such amount owed to it against the amount of benefits otherwise distributable.  Such determination shall be made by the Plan Administrator.

9.7Nonalienation of Benefits.  Except as expressly provided herein, no Participant or Beneficiary shall have the power or right to transfer (otherwise than by will or the laws of descent and distribution), alienate, or otherwise encumber the Participant’s interest under the Plan.  The Company’s obligations under this Plan are not assignable or transferable except to (a) any corporation or partnership which acquires all or substantially all of the Company’s assets or (b) any corporation or partnership into which the Company may be merged or consolidated.  The provisions of the Plan shall inure to the benefit of each Participant and the Participant’s Beneficiaries, heirs, executors, administrators or successors in interest.

9.8Protective Provisions.  Each Participant shall cooperate with the Company by furnishing any and all information requested by the Company, taking such physical examinations as the Company may deem necessary and taking such other relevant action as may be requested by the Company.

9.9Withholding Taxes.  The Company may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Employer is required by any law or regulation of any governmental authority, whether Federal, state or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of appropriate sums from any amount otherwise payable to the Participant (or his Beneficiary).  Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.

9.10Unfunded Status of Plan.  The Plan is intended to constitute an “unfunded” plan of deferred compensation for Participants.  Benefits payable hereunder shall be payable out of the general assets of the Company, and no segregation of any assets whatsoever for such benefits shall be made.  Notwithstanding any segregation of assets or transfer to a grantor trust, with respect to any payments not yet made to a Participant, nothing contained herein shall give any such Participant any rights to assets that are greater than those of a general creditor of the Company.

9.11Severability.  If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

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9.12Governing Law.  The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without reference to the principles of conflict of laws.

9.13Headings.  Headings are inserted in this Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.

9.14Gender, Singular and Plural.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require.  As the context may require, the singular may read as the plural and the plural as the singular.

9.15Notice.  Any notice or filing required or permitted to be given to the Plan Administrator or the Plan Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Human Resources Department, or to such other entity as the Plan Administrator or the Plan Administrator may designate from time to time.  Such notice shall be deemed given as to the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

9.16Section 409A of the Code.  The Plan is intended to comply with the applicable requirements of section 409A of the Code and its corresponding regulations and related guidance, and shall be maintained and administrated in accordance with section 409A of the Code to the extent Section 409A of the Code applies to the Plan.  Notwithstanding anything in the Plan to the contrary, elections to defer Base Salary and Bonus to the Plan, and distributions from the Plan, may only be made in a manner, and upon an event, permitted by section 409A of the Code.  To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law.  Other than on a valid Enrollment Agreement, in no event shall a Participant, directly or indirectly, designate the calendar year of payment.  Notwithstanding anything in the Plan to the contrary, in no event may a Specified Employee commence receipt of his or her benefit under the Plan on account of a Separation From Service prior to the date that is six months from his or her Separation Date.  For avoidance of doubt, deferrals under the Plan are maintained on a Plan Year basis.

IN WITNESS WHEREOF, this Amendment and Restatement of The Pep Boys Deferred Compensation Plan is hereby executed effective as of the 31st day of January, 2014.

/s/THE PEP BOYS - MANNY, MOE & JACK

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EX-10.11

Exhibit 10.11

THE PEP BOYS - MANNY, MOE & JACK
ACCOUNT PLAN

(formerly part of The Pep Boys - Manny, Moe & Jack
Executive Supplemental Retirement Plan)

RECITALS

WHEREAS, The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), established an Executive Supplemental Pension Plan (hereinafter referred to as the “Supplemental Plan”) effective January 1, 1982;

WHEREAS, the Company previously amended and completely restated the Supplemental Plan effective January 1, 1988, and further amended and restated the Supplemental Plan effective on February 13, 1992, March 31, 1995, and March 26, 2002;

WHEREAS, pursuant to resolutions adopted March 3, 2004, the Board changed the name of the Supplemental Plan to the “Executive Supplemental Retirement Plan” (the “Executive Plan”) and amended and restated the Executive Plan with respect to certain of those individuals who were Eligible Employees (as defined in the Executive Plan) on such date, altered the method of delivering benefits for certain specified Participants and gave others an election as to the manner in which they were credited with a benefit;

WHEREAS, the foregoing changes were incorporated into an amendment and restatement of the Executive Plan, effective as of January 31, 2004;

WHEREAS, effective January 1, 2009, the Executive Plan was split to create the Legacy Plan and this Account Plan to, among other things, implement changes required pursuant to and consistent with section 409A of the Internal Revenue Code;

WHEREAS, the Board subsequently amended this Plan to provide for discretion in making Retirement Contributions hereunder;

WHEREAS, the Board now desires to freeze the Plan so that, effective January 1, 2015, (i) no further Retirement Contributions shall be credited under the Plan for Plan Years that commence on or after January 1, 2015, and (ii) no individual shall be eligible to become a new Participant in the Plan for Plan Years that begin on or after January 1, 2015; and

WHEREAS, Section 8.1 of the Plan authorizes the Board to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended and restated, effective as of January 1, 2015, as follows:

ARTICLE I

Definitions

1.1“Administrator” or “Plan Administrator” shall mean a committee composed of three or more persons designated from time to time by the Board.

1.2“Board” shall mean the Board of Directors of the Company.

1.3“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and includes any regulations issued thereunder.

1.4“Company” shall mean The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation.

1.5“Compensation” shall mean, for each Plan Year, 100% of an Eligible Employee’s annual base salary for such Plan Year and annual bonus paid under the Employer’s Annual Incentive Bonus Plan, or any other bonus plan that replaces such plan or is in addition to such plan for the Plan Year, before taking into account amounts which an Eligible Employee elects to forego to provide benefits under a plan which satisfies the provisions of section 401(k) or 125 of the Code or to provide benefits under the Company’s Deferred Compensation Plan; provided, further, that any bonus that was payable under the Employer’s Annual Incentive Bonus Plan, or any other bonus plan that replaces or is in addition to such plan, prior to the date Compensation hereunder is determined but which is unpaid for any reason as of the calculation date shall be included as Compensation for purposes hereof.

1.6“Disability” shall mean that a Participant ceases employment with the Employer when he or she is entitled to receive benefits under the Long Term Disability Salary Continuation Plan sponsored by the Employer.

1.7“Effective Date” shall mean January 1, 2015.

1.8“Eligible Employee” shall mean an employee of the Employer who is a key employee, including officers and directors who are key employees, and is designated by the Board to participate in this Plan; provided, however, that on and after the Effective Date no employee shall be designated as an Eligible Employee. Any individual who is actively participating in the Legacy Plan shall not qualify as an Eligible Employee for purposes of this Plan.

1.9“Employer” shall mean the Company or any of its subsidiaries.

1.10“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and includes any regulations issued thereunder.

1.11“Executive Plan” shall mean such term as is defined in the Recitals of this Plan.

1.12“Investment Election Form” shall mean the form prescribed by the Administrator, filed by a Participant with the Administrator, to designate the investment vehicles

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for which the amounts credited to the Participant’s Plan Account shall be deemed to be invested under Section 3.2 of the Plan.

1.13“Legacy Plan” shall mean The Pep Boys — Manny, Moe & Jack Legacy Plan.

1.14“Legacy Plan Participant” shall mean such term as is defined in the Legacy Plan.

1.15“Non-Legacy Plan Participant” shall mean any participant in the Executive Plan who was not a Legacy Plan Participant.

1.16“Participant” shall mean each Non-Legacy Plan Participant who is entitled to receive a benefit from the Plan immediately prior to the Effective Date and did not commence receipt of his or her benefit under the Plan immediately prior to the Effective Date, and each Eligible Employee who first became eligible to participate in the Plan pursuant to Sections 2.1 and 2.2 on or after January 1, 2009 and is entitled to receive a benefit from the Plan immediately prior to the Effective Date and did not commence receipt of his or her benefit under the Plan immediately prior to the Effective Date.

1.17“Plan” shall mean The Pep Boys — Manny, Moe & Jack Account Plan as set forth herein as of the Effective Date, and the same as may be further amended from time to time.

1.18“Plan Account” shall mean for each Participant his or her Retirement Contribution Account and the Prior Executive Plan Account, if applicable.

1.19“Plan Year” shall mean the calendar year.

1.20“Prior Executive Plan Account” shall mean the individual account maintained on the books of the Company for each Non-Legacy Plan Participant under the Executive Plan and all sums accounted for therein immediately prior to January 1, 2009.

1.21“Retirement Contribution” shall mean a credit to a Participant’s Retirement Contribution Account pursuant to Section 4.1 of the Plan.  For periods prior to January 1, 2009, the term “Retirement Contribution” shall have the meaning in the Executive Plan.

1.22“Retirement Contribution Account” shall mean the individual account maintained on the books of the Company for each Participant to record the crediting of all Retirement Contributions, and all earnings related to such Retirement Contributions, on and after January 1, 2009, and the debiting of all distributions to the Participant or to his or her beneficiary on and after January 1, 2009, with respect to such Retirement Contributions.

1.23“Separation Date” shall mean the last day on which a Participant is employed by an Employer on account of a Separation From Service.

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1.24“Separation From Service” shall mean a Participant’s separation from service with the Employer within the meaning of section 409A of the Code and the regulations issued thereunder.

1.25“Specified Employee” shall mean any Participant who, at any time during the twelve month period ending on the identification date (as determined by the Company or its delegate), is a specified employee under section 409A of the Code, as determined by the Company (or its delegate).  The determination of “specified employees,” including the number and identity of persons considered “specified employees” and identification date, shall be made by the Company (or its delegate) in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

1.26“Year of Service” shall mean a consecutive twelve-month period during which an individual is continuously employed by the Employer as an Eligible Employee.  Each Year of Service earned prior to January 1, 2009 under the Executive Plan shall count as a Year of Service under this Plan.  For purposes of this Plan, any partial Years of Service shall not be included in the calculation of benefits or for any other purpose hereunder and Years of Service for which the individual did not qualify as an Eligible Employee shall not count.  If a terminated employee is rehired and is designated as an Eligible Employee, his or her Years of Service shall not include his or her pre-termination employment.  If a Legacy Plan Participant after ceasing to participate in the Legacy Plan is subsequently designated as an Eligible Employee for purposes of this Plan and such Legacy Plan Participant was continuously employed during such subsequent period, such Legacy Plan Participant shall receive credit for his or her Years of Service prior to being so designated.

ARTICLE II
Participation

2.1Eligibility to Participate.  Each Non-Legacy Participant who was entitled to receive a benefit under the Plan on December 31, 2014, but did not receive payment of his or her benefit prior to the Effective Date, shall be a Participant in the Plan as of the Effective Date and such Participant’s benefit paid on or after the Effective Date shall be governed by the terms of the Plan as set forth herein.  Each individual who became an Eligible Employee on or after January 1, 2009 and who is entitled to receive a benefit under the Plan on December 31, 2014, but did not receive payment of his or her benefit prior to the Effective Date, shall be a Participant in the Plan as of the Effective Date and such Participant’s benefit paid on or after the Effective Date shall be governed by the terms of the Plan as set forth herein.  Notwithstanding the foregoing or any other provision of the Plan to the contrary, effective on and after Effective Date, no individual shall be permitted to become a new Participant in the Plan.

2.2Termination.  An individual shall continue as a Participant in the Plan for as long as he or she is entitled to receive a benefit from the Plan; provided, however, that a Participant’s active participation in the Plan for purposes of eligibility to receive Retirement Contributions shall terminate on the earliest of the date (a) his or her designation as an Eligible Employee is terminated by the Board, (b) he or she has a Separation From Service from the Employer for any reason or (c) the Plan is terminated.

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2.3Reemployment.  If an Eligible Employee ceases being eligible to participate in the Plan on or after the Effective Date, such Eligible Employee shall not be eligible to participate in the Plan.

ARTICLE III
Plan Accounts

3.1Establishment of Accounts.  The Plan Administrator shall maintain a Plan Account on behalf of each Participant in the Plan.  Such Plan Account shall consist of a Prior Executive Plan Account for each Participant who had such under the Executive Plan and a Retirement Contribution Account to reflect Retirement Contributions credited on behalf of such Participant on and after the January 1, 2009.

3.2Investment Funds.  Amounts credited to a Participant’s Plan Account shall be credited with earnings, at periodic intervals determined by the Plan Administrator, at a rate equal to the actual rate of return for such period of an investment fund or funds or index or indices selected by that Participant on his or her Investment Election Form from a range of investment vehicles authorized by the Plan Administrator.  The rate of return on investment vehicles shall be tracked solely for the purpose of computing the amount of benefits payable to Participants under the Plan.  Neither the Company nor any other Employer shall be obligated to make any actual investment.  A Participant may change the investment allocations for existing amounts credited to his or her Plan Account or for future amounts credited to his or her Plan Account by completing a new Investment Election Form and submitting such to the Plan Administrator.  Amended Investment Election Forms may be submitted by the Participant to the Plan Administrator at such times as permitted by the Plan Administrator in or her sole discretion.

3.3Bookkeeping Entries.  The maintenance of an individual Plan Account on behalf of each Participant is for bookkeeping purposes only.  Neither the Company nor any other Employer shall be obligated to acquire or set aside any particular assets for the discharge of their obligations under the Plan, nor shall any Participant to have any property rights in any particular assets that may be held by the Company or any other Employer with respect to the Plan.

3.4Statements.  Statements shall be sent to each Participant no less frequently than quarterly setting forth the value of the Participant’s Plan Accounts.

ARTICLE IV
Retirement Contributions

4.1Amount.  The Retirement Contribution Account of each Participant shall be credited with a Retirement Contribution, if any, based on a percentage of his or her Compensation for a Plan Year provided that the Participant is an Eligible Employee on the last day of such Plan Year. The applicable percentage for any Plan Year shall be determined in accordance with the following schedule:

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If the Participant is...	Retirement Contribution Percentage
At least 55 years of age	19	%
At least 45 years of age but not more than 54 years of age	16	%
At least 40 years of age but not more than 44 years of age	13	%
Not more than 39 years of age	10	%

For purposes of this Section 4.1, a Participant’s age shall be determined at the end of each Plan Year to which the particular Retirement Contribution relates. Notwithstanding the foregoing, (i) for the first four Plan Years that a Participant is an Eligible Employee, including Plan Years under the Executive Plan, but only with respect to Eligible Employees who were eligible to participate in the Plan on January 1, 2009, the Retirement Contribution shall be limited to 10% of Compensation irrespective of the Participant’s age, and (ii) in the case of a Participant who ceases to be an Eligible Employee during a Plan Year by reason of death or a Disability, a pro rata portion of the Retirement Contribution shall be credited based on the number of months during the Plan Year in which the Eligible Employee was employed by the Employer prior to death or Disability.

Notwithstanding the foregoing, for all periods after March 8, 2009, but prior to the Effective Date, the Board, by resolution duly adopted prior to applicable period, may condition the making of the Retirement Contribution for the applicable period upon the Company’s achievement of certain specified objectives; provided, however, that any such resolution and the resulting conditionality shall be of no force and effect hereunder following a change in control of the Company.

Notwithstanding the foregoing, or any other provision of the Plan to the contrary, effective for Plan Years commencing on or after the Effective Date, no further Retirement Contributions shall be credited under the Plan with respect to Plan Years that commence on or after the Effective Date.

4.2Crediting.  Retirement Contributions shall be credited to an Eligible Employee’s Retirement Contribution Account for a Plan Year as soon as administratively practicable following the completion of the Plan Year for which the Retirement Contribution relates or such earlier date as is designated by the Company provided that such credit shall be tentative until the end of the Plan Year in order that the requirements of Section 4.1 be determined to be satisfied.

ARTICLE V
Vesting

5.1Vesting.  Each Participant will vest in the amounts credited to his or her Plan Account, and the related earnings thereon (if any), upon such individual’s completion of four Years of Service.

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ARTICLE VI
Distributions

6.1Separation From Service.  Each Participant’s Plan Account shall be distributed to him on account of his Separation from Service.  Such distribution shall be paid in a single lump sum in cash to the Participant within sixty (60) days following the six month anniversary of his Separation Date.  The lump sum payment shall be equal to the value of such Plan Account as of the last business day immediately preceding the date of payment.

6.2Death.

(a)In the event of a Participant’s death prior to his or her Separation From Service, distribution of the Participant’s Plan Account shall be made to the Participant’s beneficiary in a lump sum within sixty (60) days following the date of the Participant’s death.  The amount of any lump sum benefit payable in accordance with this subsection shall equal the value of the Participant’s Plan Account as of the last business day immediately preceding the date on which such benefit is paid.

(b)In the event a Participant dies after the Participant’s Separation From Service, and prior to the full distribution of the amounts credited to the Participant’s Plan Account, the Participant’s Plan Account shall be paid to the Participant’s beneficiary at such times and in such amounts as they would have been paid to the Participant had the Participant survived.

6.3Beneficiary Designation.  Each Participant shall have the right to designate one or more beneficiaries and contingent beneficiaries to receive any vested amount in such individual’s Plan Account at the time of his or her death by filing a written designation with the Plan Administrator on the form prescribed by it for such purpose.  Participants may thereafter designate different beneficiaries at any time by filing a new written designation.  The consent of the beneficiary is not required for any revocation or change of election of beneficiary.  Any written designation shall become effective only upon its receipt by the Plan Administrator.  If all of the designated beneficiaries should die on or before the commencement of distribution of death benefits and the Participant fails to make a new designation, his or her beneficiary shall be determined pursuant to Section 6.4.  If the beneficiary (or last contingent beneficiary) determined pursuant to this Section 6.3 or the initial beneficiary determined pursuant to Section 6.4 dies before all payments are made, then the balance of the payments shall be made to such beneficiary’s estate unless such beneficiary (or last contingent beneficiary) designates a second-level beneficiary by filing a written designation with the Administrator on the form prescribed by it for such purpose, in which case such second-level beneficiary shall be treated as a beneficiary hereunder.

6.4Beneficiary List.  If a Participant omits or fails to designate a beneficiary or if no designated beneficiary survives such individual, the vested amount in such individual’s Plan Account at the time of his or her death shall be paid to the beneficiary determined from the following priority list: (a) surviving spouse, or if none, then (b) the Participant’s estate.

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ARTICLE VII
Loss of Benefits

7.1Loss of Benefits.  Notwithstanding any provision of the Plan, a person who has a vested benefit in his or her Plan Account shall cease to have any right to receive any payment hereunder and all obligations of the Company to make payments to or on account of such Participant shall cease and terminate should the Administrator find, after full consideration of the facts presented on behalf of the Company and the Participant, that:

(a)such Participant, during his or her employment with the Employer and during the one year thereafter (unless the Participant was terminated by the Employer without Cause (as defined in the Non-Competition Agreement between the Employer and the Participant) AND such Participant’s Non-Competition Agreement was entered into prior to January 1, 2009), directly or indirectly, engaged in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or was financially interested in any business operating within the United States of America, if (i) such business’ primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 7.1(a)(i) hereto, or (ii) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 7.1(a)(ii) hereto.  However, nothing contained in this Section 7.1(a) shall prevent the Participant from holding for investment up to two percent (2%) of any class of equity securities of a company whose securities are traded on a national or foreign securities exchange;

(b)such Participant, during his or her employment with the Employer or during the one year thereafter, directly or indirectly, induced or attempted to influence any employee of the Employer to terminate his or her employment with the Employer or hired or solicited for hire on behalf of another employer any person then employed or who had been employed by the Employer during the immediately preceding six months; or

(c)such Participant’s employment by the Employer was terminated (other than in connection with or following a Change of Control) in connection with any act of disloyalty to the Employer including, without limitation, fraud, embezzlement, theft, breach of the Company’s Conflict of Interest or, Ethics Policies, commission of a felony or proven dishonesty in the course of his or her employment or service or unauthorized disclosure of trade secrets or confidential information of the Employer.

ARTICLE VIII
Termination and Amendments

8.1Amendments.  The Company may amend this Plan in whole or in part by appropriate resolution of the Board; provided, however, that, no amendment shall (i) decrease or limit any benefits or rights accrued under the Plan prior to the date of the amendment, or (ii) modify any provision of this Article VIII without the consent of a majority of the Participants affected by such amendment.  Notwithstanding the foregoing, the Board, without the consent of

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a Participant, may make all technical, administrative, regulatory and compliance amendments to the Plan that the Board deems necessary and appropriate so that the Plan meets the requirements of section 409A of the Code.

8.2Termination.  The Company reserves the right to terminate this Plan in its entirety at any time by an appropriate resolution of the Board; provided, however, that any termination of the Plan shall not (i) terminate or diminish any benefits then payable under the Plan, (ii) terminate or diminish any benefits payable in the future under the Plan with respect to benefits accrued as of the date of termination of the Plan, or (iii) decrease or limit any benefits or rights accrued under the Plan prior to the date of termination without the consent of a majority of the Participants affected by such termination.  Any termination of the Plan shall be done in a manner that complies with the requirements of Treas. Reg. §1.409A-3(j)(4)(ix) (or any successor regulation thereto).

ARTICLE IX
Plan Administration

9.1Named Fiduciary and Plan Administrator.  The committee designated by the Board shall be the Administrator and “named fiduciary” (within the meaning of ERISA) of this Plan.  The Administrator shall have the authority to control and manage the operation and, administration of the Plan.  The Administrator shall act by majority vote of the committee members.  No Participant who is a member of the committee shall participate in committee decisions affecting him.

9.2Delegation of Duties.  The Administrator may (a) delegate all or a portion of the responsibilities of controlling and managing the operation and administration of the Plan to one or more persons; and (b) appoint such agents, advisors, counsel, or other representatives to render advice with regard to any of its responsibilities under the Plan.  Wherever the term “Administrator” is used herein in connection with the operation or administration of the Plan, such term shall include all delegates appointed by the Administrator.

9.3Powers and Duties.  The authority and responsibility to control and manage the operation and administration of the Plan shall include, but shall not be limited to, the performance of the following acts:

(a)The filing of all reports required of the Plan.

(b)The distribution to Participants and beneficiaries of all reports and other information required of the Plan.

(c)The keeping of complete records of the administration of the Plan.

(d)Developing rules and regulations for administration and interpretation of the Plan consistent with the terms and provisions of the Plan.

(e)The interpretation of the Plan including the determination of any questions of fact arising under the Plan and the making of all decisions required by the Plan.  The construction of the Plan and any actions and decision taken thereon in good faith by the

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Administrator shall be final and conclusive.  The Administrator may correct any defect, or supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as shall be expedient to carry the Plan into effect and shall be the sole judge of such expediency.

The Administrator’s determinations (including those made by any person or persons to whom the Administrator’s power has been delegated hereunder) on all matters relating to the Plan shall be final, binding and conclusive for all purposes, upon all persons, including without limitation, the Company and any other Employer and all Participants and their respective beneficiaries, and successors hereunder.  Each Participant, by accepting status as a Participant in the Plan agrees that (i) all benefits shall be paid strictly in accordance with the terms of the Plan, and (ii) that the Administrator shall have the discretion and authority set forth in this Article IX and in the Plan generally.

9.4Payment of Expenses.  All expenses of the Administrator shall be paid by the Company.

9.5Indemnity of Plan Administrator.  The Company shall indemnify the Plan Administrator or any individual who is a delegate against any and all claims, loss, damage, expense or liability arising from any action or failure to act, except when due to gross negligence or willful misconduct.

9.6Agent for Service of Process.  The Company shall be the agent for the Plan for service of legal process.

ARTICLE X
Claims Procedure

10.1Claim.  A Participant or his or her beneficiary or authorized representative (each one being hereinafter referred to as a “Claimant”) who expects a benefit under the Plan which he has not received may file a formal claim for benefits under the Plan with the Administrator.  The Administrator shall review the claim and render a determination relating to the claim based on this Plan document (including the Administrator’s power and authority to interpret and construe the Plan and to make rules relating to the administration of the Plan) and consistent with prior determinations rendered with respect to similarly situated claims.  The Administrator shall notify the Claimant within ninety (90) days of the receipt of the claim of the Administrator’s determination relating to the claim, unless the Administrator determines that special circumstances require an extension of time for processing a claim, in which case the Administrator shall notify the Claimant of the extension within ninety (90) days of receipt of the claim, specifying the special circumstances requiring an extension and the date by which it expects to render a determination on the claim, which determination must be rendered and notice given to the Claimant no later than the 180th day following the receipt of the claim.  If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the prior sentence shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the Claimant responds to the request for additional information.  The determination notice shall be in writing, sent by regular mail to the address specified by the

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Claimant or if none is specified to the Claimant’s last known address, and must contain the following information:

(a)The specific reasons for a determination adverse to the Claimant, if applicable;

(b)The specific reference to the pertinent Plan provision(s) on which the determination is based;

(c)If applicable, a description of any additional information or material necessary to perfect the claim, and an explanation of why such information or material is necessary; and

(d)An explanation of the claims review procedure and the time limitations of the review procedure applicable thereto, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an appeal of any adverse benefit determination.

For purposes of this Article X, claims, notifications and determinations shall be deemed to be received when actually received and parties shall be deemed to be notified and a notification shall be deemed to be sent or submitted on the date that such notification is postmarked or actually delivered by courier if not mailed.

10.2Appeal Procedure.  A Claimant is entitled to request an appeal of any adverse determination of his or her claim by the Administrator.  The request for appeal must be submitted in writing within 60 days of the receipt by the Claimant of the notification of an adverse claim determination.  Absent a request for appeal within the 60-day period, the determination of the Administrator regarding the claim will be deemed to be final and conclusive.  During the appeal process, the Claimant shall have a reasonable opportunity to submit written comments, documents, records and other information relating to the claim and shall be entitled, free of charge, to reasonable access to and copies of all documents, records and other information relevant to the claim.  The Administrator shall review the appeal of the initial claim determination (including all comments, documents, records and other information submitted by the Claimant, regardless of whether such information was submitted with the original claim) and render a final determination.

10.3Final Determination.  Within sixty (60) days following receipt by the Administrator of the Claimant’s request for appeal, the Administrator shall render a final determination relating to the claim, unless the Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, in which case the Administrator shall notify the Claimant of such extension within sixty (60) days following receipt by the Administrator of the request for appeal, specifying the special circumstances requiring an extension and the date by which it expects to render a final determination on the appeal, which determination must be rendered and notice given to the Claimant no later than the 120th day following the receipt by the Administrator of the request for appeal.  If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the

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prior sentence shall be tolled from the date on which the extension notification is sent to the Claimant until the date on which the Claimant responds to the request for additional information.  The final determination shall be made in writing to the Claimant.  The final determination shall (i) recite the specific reasons for a determination adverse to the Claimant, if applicable, with specific reference to the pertinent Plan provision(s) on which the determination is based, (ii) state that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim and (iii) state that the Claimant has a right to bring an action under section 502(a) of ERISA.

ARTICLE XI
Source of Benefits and Payments

11.1Unfunded Plan.  The Plan is intended to constitute an “unfunded” plan of deferred compensation for Participants.  Benefits payable hereunder shall be payable out of the general assets of the Company, and no segregation or any assets whatsoever for such benefits shall be made.  Nothing contained herein shall give any Participant or beneficiary any rights to assets that are greater than those of a general creditor of the Employer.

11.2Non-Alienation.  None of the payments, benefits or rights of Participant or beneficiary thereof shall be subject to any claim of any creditor of such person and, in particular, to the fullest extent permitted by law, shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such person.  No Participant or beneficiary thereof shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under this Plan, except the right to designate a beneficiary or beneficiaries as hereinabove provided.

11.3Incapacity.  If the Company determines that a person entitled to receive any benefit payment is under a legal disability or is incapacitated in any way so as to be unable to manage his or her financial affairs, the Company may make payments to such person’s legal representative or to a relative or other person for his or her benefit, or apply the payment for the benefit of such person in such manner as the Company considers advisable.  Any payment of a benefit in accordance with the provisions of this Section 11.3 shall be a complete discharge of any liability to make such payment.

ARTICLE XII
Miscellaneous

12.1Effective Date.  This Plan, as amended and restated herein, is effective as of the Effective Date and shall be applicable to each Non-Legacy Plan Participant who did not receive payment of his or her benefit from the Plan prior to the Effective Date and each individual who became an Eligible Employee on or after January 1, 2009 and is entitled to receive a benefit under the Plan immediately prior to the Effective Date, but did not receive payment of his or her benefit from the Plan prior to the Effective Date.  The rights and benefits of any Non-Legacy Plan Participant who commenced benefit payments prior to January 1, 2009 are governed by the terms of the Executive Plan as it existed prior to January 1, 2009.  The rights and benefits of any Non-Legacy Plan Participant and any individual who became an Eligible

12

Employee on or after January 1, 2009 who commenced benefit payments on or after January 1, 2009, but before the Effective Date, shall be governed by the terms of the Plan as it existed prior to the Effective Date.  The rights and benefits of a Legacy Plan Participant shall not be governed by the terms of this Plan.

12.2Employment Obligations.  The establishment of this Plan shall not be construed as creating any contract of employment between the Employer and any Participant.  Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of the Employer, nor shall it interfere with the rights of the Employer to terminate the employment of any Participant and/or to take any personnel action affecting any Participant without regard to the effect that such action may have upon such Participant as a recipient or prospective recipient of benefits under the Plan.  Any amount payable hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any qualified retirement arrangement established by the Employer for the benefit of its employees.  Nothing herein contained shall give any Participant the right to inspect the books of the Company or to interfere with the right of the Employer to discharge any Participant from employment at any time for any reason whatsoever, with or without cause.

12.3No Limitation of Employer Action.  Nothing contained in the Plan shall be construed to prevent the Employer from taking any action that is deemed by it to be appropriate or in its best interest.  No Participant, beneficiary, or other person shall have any claim against the Employer as a result of such action.

12.4Conflicts of Law.  All matters respecting the validity, effect, interpretation and administration of this Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent superseded by ERISA.

12.5References.  The masculine pronoun shall include the feminine and the singular form shall include the plural, as necessary for proper interpretation of this Plan.

12.6Withholding Taxes.  The Employer may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any taxes that the Employer is required to withhold by any law or regulation of any governmental authority, whether Federal, state or local, to withhold in connection with any amounts credited and benefits distributed under the Plan.  Each Participant (or his or her beneficiary); however, shall be responsible for the payment of all individual tax liabilities resulting from any such benefits.

12.7Severability.  If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.

12.8Successors.  The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns.  The term, “successors,” as used herein, shall include any corporate or other business entity which shall, whether by merger, consolidation,

13

purchase or otherwise acquire all or substantially all of the business and assets of the Employer, and successor of any such corporation or other business entity.

12.9Headings.  Headings are inserted in this Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.

12.10Notice.  Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.  Mailed notice to the Administrator shall be directed to the Company’s corporate headquarters.  Mailed notice to a Participant or beneficiary shall be directed to the individual’s last known address on the Employer’s records.

12.11Section 409A of the Code.  The Plan is intended to comply with the applicable requirements of section 409A of the Code and related guidance, and shall be administered in accordance with such.  Notwithstanding anything in the Plan to the contrary, elections as to form and distributions from the Plan may only be made under the Plan upon an event and in a manner permitted by section 409A of the Code.  To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of section 409A, such provision shall be deemed null and void.  In no event shall a Participant, directly or indirectly, designate the calendar year of payment.  Notwithstanding anything in the Plan to the contrary, in no event may a Specified Employee commence receipt of his benefit under the Plan on account of a Separation From Service prior to the date that is six months from his Separation Date.

IN WITNESS WHEREOF, this The Pep Boys — Manny, Moe & Jack Account Plan is hereby executed effective as of the 31st day of January, 2014.

/s/THE PEP BOYS — MANNY, MOE & JACK

14

Schedule 7(a)(i)

Advance (API), Auto Parts Warehouse, AutoZone, CarQuest (WorldPac), Discount Tire, Driven Brands (Meineke), Firestone (Tires Plus), Goodyear (Just Tires), Jiffy Lube, Les Schwab, Monro (Mr. Tire), NAPA, O’Reilly, Rock Auto, TBC (Big O Tire, Carol Tire, Merchants, Midas, National Tire & Battery, Tire Kingdom), Tire Rack

Schedule 7(a)(ii)

Amazon, BJ’s Wholesale, Costco, Sam’s Club, Sears/Kmart, Target, Wal-Mart

15

EX-23

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Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in Registration Statement Nos. 333-113723, 333-160183, 333-165013 and 333-176313 on Form S-8 of our reports dated April 17, 2014, relating to the consolidated financial statements and financial statement schedule of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 10-K of the Company for the fiscal year ended February 1, 2014.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 17, 2014

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Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-31.1

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Exhibit 31.1

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael R. Odell, certify that:

1.

I have reviewed this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 17, 2014

by: /s/ MICHAEL R. ODELL
Michael R. Odell
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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Exhibit 31.2

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David R. Stern, certify that:

1.

I have reviewed this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 17, 2014

by: /s/ DAVID R. STERN
David R. Stern
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        In connection with this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack (the "Company") for the year ended February 1, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

        I, Michael R. Odell, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: April 17, 2014 by: /s/ MICHAEL R. ODELL
Michael R. Odell
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        In connection with this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack (the "Company") for the year ended February 1, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

        I, David R. Stern, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: April 17, 2014 by: /s/ DAVID R. STERN
David R. Stern
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

XML

EARNINGS PER SHARE (Tables)

12 Months Ended

Feb. 01, 2014

EARNINGS PER SHARE

Schedule of calculation of basic and diluted earnings per share

		Year Ended
	(dollar amounts in thousands, except per share amounts)	February 1, 2014			February 2, 2013			January 28, 2012
(a)	Earnings from continuing operations before discontinued operations	$	7,053		$	13,155		$	29,128
	Loss from discontinued operations, net of tax benefit of $102, $186 and $121		(188	)		(345	)		(225	)
	Net earnings	$	6,865		$	12,810		$	28,903
(b)	Basic average number of common shares outstanding during period		53,378			53,225			52,958
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price		585			729			673
(c)	Diluted average number of common shares assumed outstanding during period		53,963			53,954			53,631
	Basic earnings per share:
	Earnings from continuing operations (a/b)	$	0.13		$	0.25		$	0.55
	Discontinued operations, net of tax		—			(0.01	)		(0.01	)
	Basic earnings per share	$	0.13		$	0.24		$	0.54
	Diluted earnings per share:
	Earnings from continuing operations (a/c)	$	0.13		$	0.24		$	0.54
	Discontinued operations, net of tax		—			—			—
	Diluted earnings per share	$	0.13		$	0.24		$	0.54

XML

INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Components of income before income taxes
Domestic	$ 8,533	$ 14,577	$ 36,634
Foreign	757	7,923	4,954
Earnings from continuing operations before income taxes and discontinued operations	9,290	22,500	41,588
Current:
Federal	(267)	(338)
State	451	471	602
Foreign	2,132	1,636	1,557
Deferred:
Federal(a)	2,765	6,548	14,743
State	840	988	(3,887)
Foreign	(3,684)	40	(555)
Total income tax expense from continuing operations	2,237	9,345	12,460
Tax benefit recorded to discontinued operations	102	186	121
Reconciliation of the statutory federal income tax rate to the effective rate for income tax expense
Statutory tax rate (as a percent)	35.00%	35.00%	35.00%
State income taxes, net of federal tax (as a percent)	6.00%	4.10%	3.20%
Foreign taxes, net of federal tax (as a percent)	4.40%	5.60%	1.70%
Tax credits net of valuation allowance (as a percent)	(7.50%)	(3.20%)	(2.30%)
Foreign deferred adjustment (as a percent)	(8.40%)
Foreign tax law change impact (as a percent)	(3.80%)
Tax uncertainty adjustment (as a percent)	(3.00%)	(1.50%)	(0.10%)
Release of valuation allowance (as a percent)			(8.30%)
Non deductible expenses (as a percent)	3.50%	0.50%	0.70%
Stock compensation (as a percent)		1.80%	0.10%
Other, net (as a percent)	(2.10%)	(0.80%)
Effective rate (as a percent)	24.10%	41.50%	30.00%
Deferred tax assets:
Employee compensation	3,544	5,274
Store closing reserves	673	719
Legal reserve	182	122
Benefit accruals	2,109	1,247
Net operating loss carryforwards-Federal	1,115	1,887
Net operating loss carryforwards-State	111,258	111,785
Tax credit carryforwards	26,605	16,291
Accrued leases	15,215	16,032
Interest rate derivatives		708
Deferred gain on sale leaseback	46,176	51,124
Deferred revenue	2,987	5,194
Other	1,312	1,874
Gross deferred tax assets	211,176	212,257
Valuation allowance	(106,695)	(102,341)
Net deferred tax assets	104,481	109,916
Deferred tax liabilities:
Depreciation	33,059	42,400
Inventories	71,630	65,203
Real estate tax	3,300	3,214
Insurance and other	4,299	6,261
Interest rate derivatives	274
Debt related liabilities	3,606	3,588
Deferred tax liabilities	116,168	120,666
Net deferred tax (liability) asset	$ (11,687)	$ (10,750)

XML

ACQUISITIONS (Details 2) (USD $)	12 Months Ended					12 Months Ended		12 Months Ended		12 Months Ended
	Jan. 28, 2012 item	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012 Seattle-Tacoma Washington item	Jan. 28, 2012 Houston, Texas item	Jan. 28, 2012 Acquisitions item	Nov. 02, 2013 Acquisitions	Jan. 28, 2012 Acquisitions Trade names	Jan. 28, 2012 Acquisitions Favorable and unfavorable leases	Jan. 28, 2012 Acquisitions Favorable and unfavorable leases Minimum	Jan. 28, 2012 Acquisitions Favorable and unfavorable leases Maximum	Jan. 28, 2012 Acquisitions Favorable leases	Jan. 28, 2012 Acquisitions Unfavorable leases	Jan. 28, 2012 Tire Stores Group Holding Corporation item
ACQUISITIONS
Number of acquisitions	3
ACQUISITIONS
Number of service and tire centers acquired				7	7									85
Estimated annual pre-acquisition sales						$ 94,700,000
Purchase price recognized						42,614,000
Costs related to acquisitions						1,500,000
Allocation of purchase price
Current assets						11,421,000
Intangible assets						950,000		600,000				300,000
Other non-current assets						9,149,000
Current liabilities						(13,817,000)
Long-term liabilities						(9,458,000)							(9,100,000)
Total net identifiable assets acquired						(1,755,000)
Calculation of consideration transferred net of assets taken over
Total consideration transferred, net of cash acquired						42,614,000
Less: total net identifiable assets acquired						(1,755,000)
Goodwill		56,794,000	46,917,000			44,369,000	9,900,000
Estimated useful life of intangible assets								3 years		2 years	16 years
Amortization expense for favorable and unfavorable leases
Year one									600,000
Year two									600,000
Year three									600,000
Year four									600,000
Deferred tax assets						6,800,000
Sales from acquisition date						63,900,000
Net loss from acquisition date						(2,000,000)
Reduction to the contingent consideration						$ (700,000)
Number of acquisitions with contingent consideration adjustment						1

XML

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Movement in valuation and qualifying accounts and reserves
Balance at Beginning of Period	$ 1,302	$ 1,303	$ 1,551
Additions Charged to Costs and Expenses	2,563	2,479	2,434
Deductions	2,546	2,480	2,682
Balance at End of Period	1,320	1,302	1,303
SALES RETURNS AND ALLOWANCES
Movement in valuation and qualifying accounts and reserves
Balance at Beginning of Period	896	773	1,056
Additions Charged to Other Accounts	62,596	63,068	61,425
Deductions	62,686	62,945	61,708
Balance at End of Period	$ 806	$ 896	$ 773

XML

INCOME TAXES (Details 2) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013
INCOME TAXES
Deferred tax assets related to federal net operating loss carryforwards	$ 1,115,000	$ 1,887,000
Deferred tax assets related to state tax net operating loss carryforwards related to unitary filings	2,400,000
Percentage of deferred tax assets related to state tax net operating loss carryforwards which will expire in the next five years	1.60%
Expiration period of deferred tax assets related to state tax net operating loss carryforwards	5 years
Deferred tax assets for net operating loss carryforwards relate to separate company filing jurisdictions	108,900,000
Deferred tax assets for net operating loss carryforwards relate to separate company filing jurisdictions for which full valuation allowances recorded	107,100,000
Tax credit carryforward
Tax credit carryforward amount for which full valuation allowances are recorded	6,700,000
Gross state hiring credits	6,300,000
Minimum period for which state, local and foreign income tax returns are generally subject to examination	3 years
Maximum period for which state, local and foreign income tax returns are generally subject to examination	5 years
Alternative minimum tax credits
Tax credit carryforward
Tax credit carryforward amount	7,900,000
Hiring credits
Tax credit carryforward
Tax credit carryforward amount	7,000,000
State and foreign credits
Tax credit carryforward
Tax credit carryforward amount	$ 11,700,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)	12 Months Ended
	Feb. 01, 2014 item
SIGNIFICANT SUPPLIERS
Commitment to purchase number of units of oil products at various prices	6,300,000
Period for commitment to purchase oil products	3 years
Merchandise purchased | Supplier concentration risk
SIGNIFICANT SUPPLIERS
Number of suppliers from which the company makes over 10% of total Company purchases	1
Merchandise purchased | Supplier concentration risk | Maximum
SIGNIFICANT SUPPLIERS
Concentration risk percentage	10.00%
Merchandise purchased | Supplier concentration risk | Ten largest suppliers
SIGNIFICANT SUPPLIERS
Number of largest suppliers	10
Concentration risk percentage	45.00%

XML

DEBT AND FINANCING ARRANGEMENTS (Tables)

12 Months Ended

Feb. 01, 2014

DEBT AND FINANCING ARRANGEMENTS

Schedule of debt and financing arrangements

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Senior Secured Term Loan, due October 2018	$	198,000		$	200,000
Revolving Credit Agreement, through July 2016		3,500			—
Long-term debt		201,500			200,000
Current maturities		(2,000	)		(2,000	)
Long-term debt less current maturities	$	199,500		$	198,000

Schedule of the annual maturities of long-term debt, for the next five fiscal years

(dollar amounts in thousands) Fiscal Year	Long-Term Debt
2014	$	2,000
2015		2,000
2016		5,500
2017		2,000
2018		190,000
Thereafter		—
Total	$	201,500

XML

STOCKHOLDERS' EQUITY (Details) (USD $)	0 Months Ended	12 Months Ended
	Dec. 12, 2012	Feb. 01, 2014	Feb. 02, 2013
STOCKHOLDERS' EQUITY
Amount of shares authorized to be repurchased	$ 50,000,000
Number of shares repurchased		237,624	35,000
Shares repurchased		$ 2,750,000	$ 342,000

XML

LEGAL MATTERS

12 Months Ended

Feb. 01, 2014

LEGAL MATTERS

LEGAL MATTERS

NOTE 17—LEGAL MATTERS

        The Company is party to a consent decree, effective July 15, 2010, with the United States Environmental Protection Agency ("EPA") that, among other things, required the Company to implement a formal compliance program with respect to certain small gasoline engine merchandise sold by the Company. In the fourth quarter of fiscal 2013, the EPA alleged, in writing, that the Company had violated certain inspection, testing and reporting requirements of the Consent Decree and made an aggregated stipulated penalty demand of $2.3 million as a result thereof. The Company is currently engaged in settlement negotiations with the EPA with respect thereto. The Company has accrued an amount that it believes is sufficient to resolve those violations for which it believes it is liable. If the Company is unable to resolve all of the violations with the EPA through its settlement negotiations, the Company intends to invoke formal dispute resolution procedures with the EPA under the terms of the Consent Decree.

        The Company is also party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss will be material to the Company's financial position, any such loss could have a material adverse effect on the Company's results of operations in the period(s) during which the underlying matters are resolved.

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ACCRUED EXPENSES (Details) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
ACCRUED EXPENSES
Casualty and medical risk insurance	$ 153,830	$ 152,606
Accrued compensation and related taxes	30,645	27,641
Sales tax payable	12,245	11,556
Other	40,683	40,474
Total	$ 237,403	$ 232,277

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Feb. 01, 2014

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities measured at fair value on recurring basis

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 1, 2014
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	33,431	$	33,431	$	—	$	—
Collateral investments(a)		21,611		21,611		—		—
Deferred compensation assets(a)		4,242		—		4,242		—
Other assets
Derivative asset(a)		606		—		606		—

^(a)

included in other long-term assets

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 2, 2013
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	59,186	$	59,186	$	—	$	—
Collateral investments(a)		20,929		20,929		—		—
Deferred compensation assets(a)		3,834		—		3,834		—
Liabilities:
Other liabilities
Derivative liability(b)		1,567		—		1,567		—

^(a)

included in other long-term assets

^(b)

included in other long-term liabilities

Schedule of impact of fair value accounting for the Company's derivative liability on its consolidated financial statements

(dollar amounts in thousands)	Amount of Gain in Other Comprehensive Income (Effective Portion)		Earnings Statement Classification	Amount of Loss Recognized in Earnings (Effective Portion)
Fiscal 2013	$	1,359	Interest expense	$	614
Fiscal 2012		2,171	Interest expense		4,676

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

12 Months Ended

Feb. 01, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Schedule of changes in accumulated other comprehensive income (loss)

	Gains on Cash Flow Hedges
(dollar amounts in thousands)	February 1, 2014
Beginning balance	$	(980	)
Other comprehensive income before reclassifications, net of $584 tax		975
Amounts reclassified from accumulated other comprehensive income (loss), net of $230 tax(a)		384
Net current-period other comprehensive income		1,359
Ending balance	$	379

^(a)

Reclassified amount increased interest expense.

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LEASE AND OTHER COMMITMENTS (Details) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
LEASE AND OTHER COMMITMENTS
Additional lease obligations assumed in business combination	$ 17,400,000
Lease term related to lease assumed under acquisition	10 years
Aggregate minimum rental payments
2014	111,025,000
2015	103,824,000
2016	95,989,000
2017	88,129,000
2018	77,120,000
Thereafter	294,535,000
Aggregate minimum lease payments	770,622,000
Rental expense	$ 102,300,000	$ 97,900,000	$ 91,600,000

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FAIR VALUE MEASUREMENTS (Details) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Oct. 11, 2012 Senior Secured Term Loan, due October 2018 item	Feb. 01, 2014 Swap Agreement Senior Secured Term Loan, due October 2018	Feb. 02, 2013 Swap Agreement Senior Secured Term Loan, due October 2018	Oct. 11, 2012 Swap Agreement Senior Secured Term Loan, due October 2018 item	Feb. 01, 2014 Recurring basis Fair Value Other assets	Feb. 02, 2013 Recurring basis Fair Value Other liabilities	Feb. 01, 2014 Recurring basis Fair Value Cash and cash equivalents	Feb. 02, 2013 Recurring basis Fair Value Cash and cash equivalents	Feb. 01, 2014 Recurring basis Fair Value Collateral investments	Feb. 02, 2013 Recurring basis Fair Value Collateral investments	Feb. 01, 2014 Recurring basis Fair Value Deferred compensation assets	Feb. 02, 2013 Recurring basis Fair Value Deferred compensation assets	Feb. 01, 2014 Recurring basis Fair Value Measurements Using Inputs Considered as Level 1 Cash and cash equivalents	Feb. 02, 2013 Recurring basis Fair Value Measurements Using Inputs Considered as Level 1 Cash and cash equivalents	Feb. 01, 2014 Recurring basis Fair Value Measurements Using Inputs Considered as Level 1 Collateral investments	Feb. 02, 2013 Recurring basis Fair Value Measurements Using Inputs Considered as Level 1 Collateral investments	Feb. 01, 2014 Recurring basis Fair Value Measurements Using Inputs Considered as Level 2 Other assets	Feb. 02, 2013 Recurring basis Fair Value Measurements Using Inputs Considered as Level 2 Other liabilities	Feb. 01, 2014 Recurring basis Fair Value Measurements Using Inputs Considered as Level 2 Deferred compensation assets	Feb. 02, 2013 Recurring basis Fair Value Measurements Using Inputs Considered as Level 2 Deferred compensation assets
Information by level for assets and liabilities that are measured at fair value on a recurring basis
Number of interest rate swaps designated as cash flow hedge			2			2
Value of senior secured term loan			$ 100,000,000	$ 100,000,000		$ 100,000,000
Assets:
Assets									33,431,000	59,186,000	21,611,000	20,929,000	4,242,000	3,834,000	33,431,000	59,186,000	21,611,000	20,929,000			4,242,000	3,834,000
Derivative asset				600,000			606,000												606,000
Liabilities:
Derivative liability					1,600,000			1,567,000												1,567,000
Effect of interest rate swap on the consolidated financial statements
Amount of Gain in Other Comprehensive Income (Effective Portion)	1,359,000	2,171,000
Amount of loss recognized in earnings (effective portion)	$ 614,000	$ 4,676,000

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BENEFIT PLANS (Details) (USD $)	3 Months Ended	12 Months Ended
	Feb. 02, 2013	Feb. 01, 2014 Account Plan	Feb. 02, 2013 Account Plan	Jan. 28, 2012 Account Plan	Feb. 01, 2014 401(k) savings plan
CONTRIBUTION PLANS
Contribution expense		$ 800,000	$ 100,000	$ 300,000	$ 3,500,000
Minimum age of employee to qualify for qualified savings plan					21 years
Minimum service period of employee to qualify for qualified savings plan					1 year
Employer matching contribution of the first 6% of participant's discretionary contribution (as a percent)					50.00%
Percentage of participant's discretionary contribution matched by 50% of employer contribution					6.00%
Maximum employer match of employee compensation under both savings plans (as a percent)					3.00%
Contribution by employer to fully fund the plan on a termination basis	$ 14,100,000

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ACQUISITIONS (Details) (USD $)			3 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Nov. 02, 2013 Acquisitions item	Jan. 28, 2012 Acquisitions
ACQUISITIONS
Purchase price of Service & Tire Centers			$ 10,700,000
Number of Service & Tire Centers purchased			18
Revenues in previous full fiscal year of acquired company based on unaudited pre-acquisition historical information			26,100,000
Purchase price allocation
Tangible assets			800,000
Intangible assets			100,000
Goodwill	$ 56,794,000	$ 46,917,000	$ 9,900,000	$ 44,369,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Feb. 01, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The Pep Boys—Manny, Moe & Jack and subsidiaries' (the "Company") consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the Company's financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, costs and expenses, as well as the disclosure of contingent assets and liabilities and other related disclosures. The Company bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of the Company's assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in the results for the period in which the actual amounts become known.

        The Company believes the significant accounting policies described below affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. Accordingly, these are the policies the Company believes are the most critical to aid in fully understanding and evaluating the historical consolidated financial condition and results of operations.

        BUSINESS    The Company operates in the U.S. automotive aftermarket, which has two general lines of business: (1) the Service business, commonly known as Do-It-For-Me, or "DIFM" (service labor, installed merchandise and tires) and (2) the Retail business, commonly known as Do-It-Yourself, or "DIY" (retail merchandise) and commercial. The Company's primary store format is the Supercenter, which serves both "DIFM" and "DIY" customers with the highest quality service offerings and merchandise. As part of the Company's long-term strategy to lead with automotive service, the Company is complementing the existing Supercenter store base with Service & Tire Centers. These Service & Tire Centers are designed to capture market share and leverage the existing Supercenter and support infrastructure. The Company currently operates stores in 35 states and Puerto Rico.

        FISCAL YEAR END    The Company's fiscal year ends on the Saturday nearest to January 31. Fiscal 2013 and Fiscal 2011, which ended February 2, 2014 and January 28, 2012, respectively, were comprised of 52 weeks. Fiscal 2012, which ended February 2, 2013, was comprised of 53 weeks.

        PRINCIPLES OF CONSOLIDATION    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

        CASH AND CASH EQUIVALENTS    Cash equivalents include all short-term, highly liquid investments with an initial maturity of three months or less when purchased. All credit and debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

        ACCOUNTS RECEIVABLE    Accounts receivable are primarily comprised of amounts due from commercial customers. The Company records an allowance for doubtful accounts based on an evaluation of the credit worthiness of its customers. The allowance is reviewed for adequacy at least quarterly and adjusted as necessary. Specific accounts are written off against the allowance when management determines the account is uncollectible.

        MERCHANDISE INVENTORIES    Merchandise inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of costing inventory had been used by the Company, inventory would have been $579.8 million and $565.8 million as of February 1, 2014 and February 2, 2013, respectively. During fiscal 2013, 2012 and 2011, the effect of LIFO layer liquidations on gross profit was immaterial.

        The Company's inventory, consisting primarily of automotive tires, parts, and accessories, is used on vehicles typically having long lives. Because of this, and combined with the Company's historical experience of returning excess inventory to the Company's suppliers for full credit, the risk of obsolescence is minimal. The Company establishes a reserve for excess inventory for instances where less than full credit will be received for such returns or where the Company anticipates items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where the Company received less than full credit from suppliers for product returns. The Company also provides for estimated inventory shrinkage based on historical levels and the results of its cycle counting program. The Company's inventory adjustments for these matters were immaterial for fiscal 2013 and fiscal 2012. In future periods, the company may be exposed to material losses should the company's suppliers alter their policies with regard to accepting excess inventory returns.

        PROPERTY AND EQUIPMENT    Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives: building and improvements, 5 to 40 years, and furniture, fixtures and equipment, 3 to 10 years. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and accumulated depreciation are eliminated and the gain or loss, if any, is included in the determination of net income. Property and equipment information follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Land	$	202,038		$	203,386
Buildings and improvements		888,389			885,389
Furniture, fixtures and equipment		760,170			728,122
Construction in progress		2,049			3,282
Accumulated depreciation		(1,227,121	)		(1,162,909	)
Property and equipment—net	$	625,525		$	657,270

        GOODWILL    At fiscal year end 2013, the Company had six reporting units, of which three included goodwill. The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Impairment reviews may also be triggered by any significant events or changes in circumstances affecting the Company's business.

        In conducting goodwill impairment testing, for any or all reporting units at the discretion of management, the Company may first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (also known as a "step zero" analysis). A two-step quantitative assessment is performed for each reporting unit evaluated if the qualitative assessment indicates that the carrying value more likely than not exceeds the fair value of the reporting unit, or if a qualitative assessment is not performed.

        The first step of the quantitative evaluation is to compare the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in the Company's cash flow models, but may also negatively impact other assumptions used in the Company's analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, in accordance with accounting guidance, the Company is required to ensure that assumptions used to determine fair value in the analyses are consistent with the assumptions a market participant would use. As a result, the cost of capital and/or discount rates used may increase or decrease based on market conditions and trends, regardless of whether the Company's cost of capital has changed. Therefore the Company may recognize an impairment even though cash flows are approximately the same or greater than forecasted amounts.

        There were no impairments as a result of the Company's annual tests in the fourth quarter of fiscal year 2013, fiscal year 2012, and fiscal year 2011.

        OTHER INTANGIBLE ASSETS    The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives.

        LEASES    The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, for stores the lease term is the base lease term and for distribution centers the lease term includes the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. The calculation of straight-line rent expense is based on the same lease term with consideration for step rent provisions, escalation clauses, rent holidays and other lease concessions. The Company begins expensing rent upon completion of the Company's due diligence or when the Company has the right to use the property, whichever comes earlier.

        SOFTWARE CAPITALIZATION    The Company capitalizes certain direct development costs associated with internal-use software, including external direct costs of material and services, and payroll costs for employees devoting time to the software projects. These costs are amortized over a period not to exceed five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred.

        TRADE PAYABLE PROGRAM LIABILITY    The Company has a trade payable program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from its suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants.

        INCOME TAXES    The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are determined based upon enacted tax laws and rates applied to the differences between the financial statement and tax bases of assets and liabilities.

        The Company recognizes taxes payable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted.

        In evaluating income tax positions, the Company records liabilities for potential exposures. These tax liabilities are adjusted in the period actual developments give rise to such change. Those developments could be, but are not limited to, settlement of tax audits, expiration of the statute of limitations, and changes in the tax code and regulations, along with varying application of tax policy and administration within those jurisdictions. Refer to Note 8, "Income Taxes," for further discussion of income taxes and changes in unrecognized tax benefit.

        SALES TAXES    The Company presents sales net of sales taxes in its consolidated statements of operations.

        REVENUE RECOGNITION    The Company recognizes revenue from the sale of merchandise at the time the merchandise is sold and the product is delivered to the customer, net of an allowance for estimated future returns. Service revenues are recognized on completion of the service. Service revenue consists of the labor charged for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials. The Company records revenue net of an allowance for estimated future returns. The Company establishes reserves for sales returns and allowances based on current sales levels and historical return rates. Revenue from gift card sales is recognized on gift card redemption. The Company's gift cards do not have expiration dates. The Company recognizes breakage on gift cards when, among other things, sufficient gift card history is available to estimate potential breakage and the Company determines there are no legal obligations to remit the value of unredeemed gift cards to the relevant jurisdictions. Estimated gift card breakage revenue is immaterial for all periods presented.

        The Company's Customer Loyalty program allows members to earn points for each qualifying purchase. Points earned allow members to receive a certificate that may be redeemed on future purchases within 120 days of issuance. The retail value of points earned by loyalty program members is included in accrued liabilities as deferred income and recorded as a reduction of revenue at the time the points are earned, based on the historic and projected rate of redemption. The Company recognizes deferred revenue and the cost of the free products distributed to loyalty program members when the awards are redeemed. The cost of the free products distributed to program members is recorded within costs of revenues.

        A portion of the Company's transactions includes the sale of auto parts that contain a core component. These components represent the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount if the customer returns a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned by the customer at the point of sale.

        COSTS OF REVENUES    Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits, service center occupancy costs and cost of providing free or discounted towing services to customers. Occupancy costs include utilities, rents, real estate and property taxes, repairs, maintenance, depreciation and amortization expenses.

        VENDOR SUPPORT FUNDS    The Company receives various incentives in the form of discounts and allowances from its suppliers based on purchases or for services that the Company provides to the suppliers. These incentives received from suppliers include rebates, allowances and promotional funds and are generally based on a percentage of the gross amount purchased. Funds are recorded when title of goods purchased have transferred to the Company as the amount is known and not contingent on future events. The amount of funds to be received are subject to supplier agreements and ongoing negotiations that may be impacted in the future based on changes in market conditions, supplier marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company.

        Generally vendor support funds are earned based on purchases or product sales. These incentives are treated as a reduction of inventories and are recognized as a reduction to cost of sales as the inventories are sold. Certain supplier allowances are used exclusively for promotions and to offset certain other direct expenses if the Company determines the allowances are for specific, identifiable incremental expenses. Vendor support funds used to offset direct advertising costs were immaterial for fiscal years 2013, 2012, and 2011.

        WARRANTY RESERVE    The Company provides warranties for both its merchandise sales and service labor. Warranties for merchandise are generally covered by the respective suppliers with the Company covering any costs above the supplier's stipulated allowance. Service labor is warranted in full by the Company for a limited specific time period. The Company establishes its warranty reserves based on historical experience. These costs are included in either costs of merchandise sales or costs of service revenue in the consolidated statement of operations.

        The reserve for warranty activity for the years ended February 1, 2014 and February 2, 2013, respectively, are as follows:

(dollar amounts in thousands)
Balance, January 28, 2012	$	673
Additions related to sales in the current year		11,920
Warranty costs incurred in the current year		(11,729	)
Balance, February 2, 2013		864
Additions related to sales in the current year		13,748
Warranty costs incurred in the current year		(13,930	)
Balance, February 1, 2014	$	682

        ADVERTISING    The Company expenses the costs of advertising the first time the advertising takes place. Gross advertising expense for fiscal 2013, 2012 and 2011 was $62.8 million, $63.3 million and $54.9 million, respectively, and is recorded within selling, general and administrative expenses. No advertising costs were recorded as assets as of February 1, 2014 or February 2, 2013.

        STORE OPENING COSTS    The costs of opening new stores are expensed as incurred.

        IMPAIRMENT OF LONG-LIVED ASSETS    The Company evaluates the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds fair value. In addition, the Company reports assets to be disposed of at the lower of the carrying amount or the fair market value less selling costs. See discussion of current year impairments in Note 11, "Store Closures and Asset Impairments."

        EARNINGS PER SHARE    Basic earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year plus incremental shares that would have been outstanding upon the assumed exercise of dilutive stock based compensation awards.

        DISCONTINUED OPERATIONS    The Company's discontinued operations reflect the operating results for closed stores where the customer base could not be maintained. Loss from discontinued operations relates to expenses for previously closed stores and principally includes costs for rent, taxes, payroll, repairs and maintenance, asset impairments, and gains or losses on disposal.

        ACCOUNTING FOR STOCK-BASED COMPENSATION    At February 1, 2014, the Company has two stock-based employee compensation plans, which are described in Note 14, "Equity Compensation Plans." Compensation costs relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

        COMPREHENSIVE INCOME    Other comprehensive income includes changes in the pension liability and fair market value of cash flow hedges.

        DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES    The Company may enter into interest rate swap agreements to hedge the exposure to increasing rates with respect to its certain variable rate debt agreements. The Company recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value. See further discussion in Note 5, "Debt and Financing Arrangements."

        SEGMENT INFORMATION    The Company has six operating segments defined by geographic regions which are Northeast, Mid-Atlantic, Southeast, Central, West and Southern CA. Each segment serves both DIY and DIFM lines of business. The Company aggregates all of its operating segments and has one reportable segment. Sales by major product categories are as follows:

	52 weeks ended		53 weeks ended		52 weeks ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Parts and accessories	$	1,238,384	$	1,252,617	$	1,259,500
Tires		370,313		391,331		383,257
Service labor		457,871		446,782		420,870
Total revenues	$	2,066,568	$	2,090,730	$	2,063,627

        SIGNIFICANT SUPPLIERS    During fiscal 2013, the Company's ten largest suppliers accounted for approximately 45% of merchandise purchased. Only one supplier accounted for more than 10% of the Company's purchases. Other than a commitment to purchase 6.3 million units of oil products at various prices over a three-year period, the Company has no long-term contracts or minimum purchase commitments under which the Company is required to purchase merchandise. Open purchase orders are based on current inventory or operational needs and are fulfilled by suppliers within short periods of time and generally are not binding agreements.

        SELF INSURANCE    The Company has risk participation arrangements with respect to workers' compensation, general liability, automobile liability, and other casualty coverages. The Company has a wholly owned captive insurance subsidiary through which it reinsures this retained exposure. This subsidiary uses both risk sharing treaties and third party insurance to manage this exposure. The Company records both liabilities and reinsurance receivables using actuarial methods utilized in the insurance industry based upon historical claims experience. For the duration of fiscal 2013, the Company self insured certain employee-related health care benefit liabilities. The Company maintains stop loss coverage with third party insurers through which it reinsures certain of its casualty and health care benefit liabilities. The Company's stop loss coverage receivables were immaterial as of February 1, 2014 and February 2, 2013. As of February 1, 2014, the Company moved to a premium based health insurance program with third party providers.

        RECLASSIFICATION    Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders' equity, cash flows or net income.

RECENT ACCOUNTING STANDARDS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on the Company's consolidated financial statements.

        In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, companies are required to report significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements, and is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company's consolidated financial statements.

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BENEFIT PLANS (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Feb. 02, 2013	Feb. 02, 2013 Plan	Jan. 28, 2012 Plan
Pension expense
Contribution by employer to fully fund the plan on a termination basis	$ 14,100
Service cost		0
Interest cost		2,170	2,558
Expected return on plan assets		(2,658)	(2,745)
Amortization of prior service cost		13	14
Recognized actuarial loss		1,896	1,499
Net Period Pension Cost		1,421	1,326
Settlement Charge		17,753
Net periodic benefit cost		19,174	1,326
Benefit obligation assumptions:
Discount rate (as a percent)			4.60%
Pension expense assumptions:
Discount rate (as a percent)		4.60%	5.70%
Expected return on plan assets (as a percent)		6.80%	6.80%
Change in benefit obligation:
Benefit obligation at beginning of year		53,974
Interest cost		2,170	2,558
Actuarial loss		3,621
Settlements paid		(58,134)
Benefits paid		(1,631)
Benefit obligation at end of year		0	53,974
Change in plan assets:
Balance at beginning of year		43,602
Actual return on plan assets (net of expenses)		2,050
Employer contributions		14,113
Settlements paid		(58,134)
Benefits paid		(1,631)
Balance at end of year		0	43,602
Unfunded status at fiscal year end		0
Net amounts recognized on consolidated balance sheet at fiscal year end
Noncurrent benefit liability (included in other long-term liabilities)		0
Net amount recognized at fiscal year end		0
Amounts recognized in accumulated other comprehensive income (pre-tax) at fiscal year end
Actuarial loss		0
Prior service cost		0
Net amount recognized at fiscal year end		0
Other comprehensive (income) loss attributable to change in pension liability recognition		(15,433)
Accumulated benefit obligation at fiscal year end		0
Other information
Employer contributions expected in fiscal 2013		0
Estimated actuarial loss and prior service cost amortization in fiscal 2013		$ 0

XML

QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)

12 Months Ended

Feb. 01, 2014

QUARTERLY FINANCIAL DATA (UNAUDITED)

Schedule of quarterly financial data

														(Loss) / Earnings Per Share from Continuing Operations
								(Loss) / Earnings from Continuing Operations												(Loss) / Earnings Per Share						Market Price Per Share
	Total Revenues		Gross Profit		Operating (Loss) / Profit						(Loss) / Earnings
														Basic			Diluted			Basic			Diluted			High		Low
Year Ended February 1, 2014
4th quarter	$	495,733	$	104,016	$	(6,614	)	$	(3,267	)	$	(3,331	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	13.86	$	11.36
3rd quarter		507,042		122,812		7,641			1,013			964			0.02			0.02			0.02			0.02			13.05		11.01
2nd quarter		527,619		138,708		17,748			5,379			5,368			0.10			0.10			0.10			0.10			12.94		11.14
1st quarter		536,173		121,840		3,521			3,928			3,863			0.07			0.07			0.07			0.07			12.14		10.29
Year Ended February 2, 2013
4th quarter	$	530,847	$	117,206	$	(16,394	)	$	(14,320	)	$	(14,543	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	11.16	$	9.48
3rd quarter		509,608		116,040		3,791			(6,695	)		(6,759	)		(0.13	)		(0.13	)		(0.13	)		(0.13	)		10.57		8.76
2nd quarter		525,671		130,601		16,315			33,034			33,048			0.62			0.61			0.62			0.61			14.93		8.67
1st quarter		524,604		127,652		7,940			1,134			1,062			0.02			0.02			0.02			0.02			15.46		14.90

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Feb. 01, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of property and equipment

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Land	$	202,038		$	203,386
Buildings and improvements		888,389			885,389
Furniture, fixtures and equipment		760,170			728,122
Construction in progress		2,049			3,282
Accumulated depreciation		(1,227,121	)		(1,162,909	)
Property and equipment—net	$	625,525		$	657,270

Schedule of reserve for warranty cost activity

(dollar amounts in thousands)
Balance, January 28, 2012	$	673
Additions related to sales in the current year		11,920
Warranty costs incurred in the current year		(11,729	)
Balance, February 2, 2013		864
Additions related to sales in the current year		13,748
Warranty costs incurred in the current year		(13,930	)
Balance, February 1, 2014	$	682

Schedule of sales by major product categories

	52 weeks ended		53 weeks ended		52 weeks ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Parts and accessories	$	1,238,384	$	1,252,617	$	1,259,500
Tires		370,313		391,331		383,257
Service labor		457,871		446,782		420,870
Total revenues	$	2,066,568	$	2,090,730	$	2,063,627

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Feb. 01, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR END

FISCAL YEAR END    The Company's fiscal year ends on the Saturday nearest to January 31. Fiscal 2013 and Fiscal 2011, which ended February 2, 2014 and January 28, 2012, respectively, were comprised of 52 weeks. Fiscal 2012, which ended February 2, 2013, was comprised of 53 weeks.

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS    Cash equivalents include all short-term, highly liquid investments with an initial maturity of three months or less when purchased. All credit and debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

ACCOUNTS RECEIVABLE

 ACCOUNTS RECEIVABLE    Accounts receivable are primarily comprised of amounts due from commercial customers. The Company records an allowance for doubtful accounts based on an evaluation of the credit worthiness of its customers. The allowance is reviewed for adequacy at least quarterly and adjusted as necessary. Specific accounts are written off against the allowance when management determines the account is uncollectible.

MERCHANDISE INVENTORIES

MERCHANDISE INVENTORIES    Merchandise inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of costing inventory had been used by the Company, inventory would have been $579.8 million and $565.8 million as of February 1, 2014 and February 2, 2013, respectively. During fiscal 2013, 2012 and 2011, the effect of LIFO layer liquidations on gross profit was immaterial.

        The Company's inventory, consisting primarily of automotive tires, parts, and accessories, is used on vehicles typically having long lives. Because of this, and combined with the Company's historical experience of returning excess inventory to the Company's suppliers for full credit, the risk of obsolescence is minimal. The Company establishes a reserve for excess inventory for instances where less than full credit will be received for such returns or where the Company anticipates items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where the Company received less than full credit from suppliers for product returns. The Company also provides for estimated inventory shrinkage based on historical levels and the results of its cycle counting program. The Company's inventory adjustments for these matters were immaterial for fiscal 2013 and fiscal 2012. In future periods, the company may be exposed to material losses should the company's suppliers alter their policies with regard to accepting excess inventory returns.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT    Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives: building and improvements, 5 to 40 years, and furniture, fixtures and equipment, 3 to 10 years. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and accumulated depreciation are eliminated and the gain or loss, if any, is included in the determination of net income. Property and equipment information follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Land	$	202,038		$	203,386
Buildings and improvements		888,389			885,389
Furniture, fixtures and equipment		760,170			728,122
Construction in progress		2,049			3,282
Accumulated depreciation		(1,227,121	)		(1,162,909	)
Property and equipment—net	$	625,525		$	657,270

GOODWILL

 GOODWILL    At fiscal year end 2013, the Company had six reporting units, of which three included goodwill. The Company tests the recorded amount of goodwill for recovery on an annual basis in the fourth quarter of each fiscal year. Impairment reviews may also be triggered by any significant events or changes in circumstances affecting the Company's business.

        In conducting goodwill impairment testing, for any or all reporting units at the discretion of management, the Company may first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (also known as a "step zero" analysis). A two-step quantitative assessment is performed for each reporting unit evaluated if the qualitative assessment indicates that the carrying value more likely than not exceeds the fair value of the reporting unit, or if a qualitative assessment is not performed.

        The first step of the quantitative evaluation is to compare the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in the Company's cash flow models, but may also negatively impact other assumptions used in the Company's analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, in accordance with accounting guidance, the Company is required to ensure that assumptions used to determine fair value in the analyses are consistent with the assumptions a market participant would use. As a result, the cost of capital and/or discount rates used may increase or decrease based on market conditions and trends, regardless of whether the Company's cost of capital has changed. Therefore the Company may recognize an impairment even though cash flows are approximately the same or greater than forecasted amounts.

        There were no impairments as a result of the Company's annual tests in the fourth quarter of fiscal year 2013, fiscal year 2012, and fiscal year 2011.

OTHER INTANGIBLE ASSETS

OTHER INTANGIBLE ASSETS    The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives.

LEASES

LEASES    The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, for stores the lease term is the base lease term and for distribution centers the lease term includes the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. The calculation of straight-line rent expense is based on the same lease term with consideration for step rent provisions, escalation clauses, rent holidays and other lease concessions. The Company begins expensing rent upon completion of the Company's due diligence or when the Company has the right to use the property, whichever comes earlier.

SOFTWARE CAPITALIZATION

SOFTWARE CAPITALIZATION    The Company capitalizes certain direct development costs associated with internal-use software, including external direct costs of material and services, and payroll costs for employees devoting time to the software projects. These costs are amortized over a period not to exceed five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred.

TRADE PAYABLE PROGRAM LIABILITY

TRADE PAYABLE PROGRAM LIABILITY    The Company has a trade payable program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from its suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants.

INCOME TAXES

 INCOME TAXES    The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are determined based upon enacted tax laws and rates applied to the differences between the financial statement and tax bases of assets and liabilities.

        The Company recognizes taxes payable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted.

        In evaluating income tax positions, the Company records liabilities for potential exposures. These tax liabilities are adjusted in the period actual developments give rise to such change. Those developments could be, but are not limited to, settlement of tax audits, expiration of the statute of limitations, and changes in the tax code and regulations, along with varying application of tax policy and administration within those jurisdictions. Refer to Note 8, "Income Taxes," for further discussion of income taxes and changes in unrecognized tax benefit.

SALES TAXES

SALES TAXES    The Company presents sales net of sales taxes in its consolidated statements of operations.

REVENUE RECOGNITION

 REVENUE RECOGNITION    The Company recognizes revenue from the sale of merchandise at the time the merchandise is sold and the product is delivered to the customer, net of an allowance for estimated future returns. Service revenues are recognized on completion of the service. Service revenue consists of the labor charged for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials. The Company records revenue net of an allowance for estimated future returns. The Company establishes reserves for sales returns and allowances based on current sales levels and historical return rates. Revenue from gift card sales is recognized on gift card redemption. The Company's gift cards do not have expiration dates. The Company recognizes breakage on gift cards when, among other things, sufficient gift card history is available to estimate potential breakage and the Company determines there are no legal obligations to remit the value of unredeemed gift cards to the relevant jurisdictions. Estimated gift card breakage revenue is immaterial for all periods presented.

        The Company's Customer Loyalty program allows members to earn points for each qualifying purchase. Points earned allow members to receive a certificate that may be redeemed on future purchases within 120 days of issuance. The retail value of points earned by loyalty program members is included in accrued liabilities as deferred income and recorded as a reduction of revenue at the time the points are earned, based on the historic and projected rate of redemption. The Company recognizes deferred revenue and the cost of the free products distributed to loyalty program members when the awards are redeemed. The cost of the free products distributed to program members is recorded within costs of revenues.

        A portion of the Company's transactions includes the sale of auto parts that contain a core component. These components represent the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount if the customer returns a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned by the customer at the point of sale.

COSTS OF REVENUES

COSTS OF REVENUES    Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits, service center occupancy costs and cost of providing free or discounted towing services to customers. Occupancy costs include utilities, rents, real estate and property taxes, repairs, maintenance, depreciation and amortization expenses.

VENDOR SUPPORT FUNDS

 VENDOR SUPPORT FUNDS    The Company receives various incentives in the form of discounts and allowances from its suppliers based on purchases or for services that the Company provides to the suppliers. These incentives received from suppliers include rebates, allowances and promotional funds and are generally based on a percentage of the gross amount purchased. Funds are recorded when title of goods purchased have transferred to the Company as the amount is known and not contingent on future events. The amount of funds to be received are subject to supplier agreements and ongoing negotiations that may be impacted in the future based on changes in market conditions, supplier marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company.

        Generally vendor support funds are earned based on purchases or product sales. These incentives are treated as a reduction of inventories and are recognized as a reduction to cost of sales as the inventories are sold. Certain supplier allowances are used exclusively for promotions and to offset certain other direct expenses if the Company determines the allowances are for specific, identifiable incremental expenses. Vendor support funds used to offset direct advertising costs were immaterial for fiscal years 2013, 2012, and 2011.

WARRANTY RESERVE

WARRANTY RESERVE    The Company provides warranties for both its merchandise sales and service labor. Warranties for merchandise are generally covered by the respective suppliers with the Company covering any costs above the supplier's stipulated allowance. Service labor is warranted in full by the Company for a limited specific time period. The Company establishes its warranty reserves based on historical experience. These costs are included in either costs of merchandise sales or costs of service revenue in the consolidated statement of operations.

        The reserve for warranty activity for the years ended February 1, 2014 and February 2, 2013, respectively, are as follows:

(dollar amounts in thousands)
Balance, January 28, 2012	$	673
Additions related to sales in the current year		11,920
Warranty costs incurred in the current year		(11,729	)
Balance, February 2, 2013		864
Additions related to sales in the current year		13,748
Warranty costs incurred in the current year		(13,930	)
Balance, February 1, 2014	$	682

ADVERTISING

ADVERTISING    The Company expenses the costs of advertising the first time the advertising takes place. Gross advertising expense for fiscal 2013, 2012 and 2011 was $62.8 million, $63.3 million and $54.9 million, respectively, and is recorded within selling, general and administrative expenses. No advertising costs were recorded as assets as of February 1, 2014 or February 2, 2013.

STORE OPENING COSTS

 STORE OPENING COSTS    The costs of opening new stores are expensed as incurred.

IMPAIRMENT OF LONG-LIVED ASSETS

 IMPAIRMENT OF LONG-LIVED ASSETS    The Company evaluates the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds fair value. In addition, the Company reports assets to be disposed of at the lower of the carrying amount or the fair market value less selling costs. See discussion of current year impairments in Note 11, "Store Closures and Asset Impairments."

EARNINGS PER SHARE

 EARNINGS PER SHARE    Basic earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year plus incremental shares that would have been outstanding upon the assumed exercise of dilutive stock based compensation awards.

DISCONTINUED OPERATIONS

 DISCONTINUED OPERATIONS    The Company's discontinued operations reflect the operating results for closed stores where the customer base could not be maintained. Loss from discontinued operations relates to expenses for previously closed stores and principally includes costs for rent, taxes, payroll, repairs and maintenance, asset impairments, and gains or losses on disposal.

ACCOUNTING FOR STOCK-BASED COMPENSATION

ACCOUNTING FOR STOCK-BASED COMPENSATION    At February 1, 2014, the Company has two stock-based employee compensation plans, which are described in Note 14, "Equity Compensation Plans." Compensation costs relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

COMPREHENSIVE INCOME

 COMPREHENSIVE INCOME    Other comprehensive income includes changes in the pension liability and fair market value of cash flow hedges.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES    The Company may enter into interest rate swap agreements to hedge the exposure to increasing rates with respect to its certain variable rate debt agreements. The Company recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value. See further discussion in Note 5, "Debt and Financing Arrangements."

SEGMENT INFORMATION

SEGMENT INFORMATION    The Company has six operating segments defined by geographic regions which are Northeast, Mid-Atlantic, Southeast, Central, West and Southern CA. Each segment serves both DIY and DIFM lines of business. The Company aggregates all of its operating segments and has one reportable segment. Sales by major product categories are as follows:

	52 weeks ended		53 weeks ended		52 weeks ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Parts and accessories	$	1,238,384	$	1,252,617	$	1,259,500
Tires		370,313		391,331		383,257
Service labor		457,871		446,782		420,870
Total revenues	$	2,066,568	$	2,090,730	$	2,063,627

SIGNIFICANT SUPPLIERS

 SIGNIFICANT SUPPLIERS    During fiscal 2013, the Company's ten largest suppliers accounted for approximately 45% of merchandise purchased. Only one supplier accounted for more than 10% of the Company's purchases. Other than a commitment to purchase 6.3 million units of oil products at various prices over a three-year period, the Company has no long-term contracts or minimum purchase commitments under which the Company is required to purchase merchandise. Open purchase orders are based on current inventory or operational needs and are fulfilled by suppliers within short periods of time and generally are not binding agreements.

SELF INSURANCE

 SELF INSURANCE    The Company has risk participation arrangements with respect to workers' compensation, general liability, automobile liability, and other casualty coverages. The Company has a wholly owned captive insurance subsidiary through which it reinsures this retained exposure. This subsidiary uses both risk sharing treaties and third party insurance to manage this exposure. The Company records both liabilities and reinsurance receivables using actuarial methods utilized in the insurance industry based upon historical claims experience. For the duration of fiscal 2013, the Company self insured certain employee-related health care benefit liabilities. The Company maintains stop loss coverage with third party insurers through which it reinsures certain of its casualty and health care benefit liabilities. The Company's stop loss coverage receivables were immaterial as of February 1, 2014 and February 2, 2013. As of February 1, 2014, the Company moved to a premium based health insurance program with third party providers.

RECLASSIFICATION

RECLASSIFICATION    Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders' equity, cash flows or net income.

RECENT ACCOUNTING STANDARDS

RECENT ACCOUNTING STANDARDS

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 did not have a material impact on the Company's consolidated financial statements.

        In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, companies are required to report significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements, and is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company's consolidated financial statements.

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INCOME TAXES (Details 3) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Reconciliation of the beginning and ending amount of unrecognized tax benefits
Unrecognized tax benefit balance at the beginning of the year	$ 2,274,000	$ 3,364,000	$ 4,131,000
Gross decreases for tax positions taken in prior years		(338,000)
Gross increases for tax positions taken in current year	13,000	201,000	235,000
Lapse of statute of limitations	(346,000)	(953,000)	(1,002,000)
Unrecognized tax benefit balance at the end of the year	1,941,000	2,274,000	3,364,000
Interest and penalties recognized associated with uncertain tax positions	100,000	100,000
Interest and penalties recognized which are excluded from the uncertain tax positions	500,000	500,000	300,000
Unrecognized tax benefits that would affect annual effective tax rate, if recognized	$ 700,000	$ 900,000	$ 1,300,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	12 Months Ended
	Feb. 01, 2014 item	Feb. 02, 2013 item	Jan. 28, 2012 item
BUSINESS
Number of general lines of business	2
Number of states in which entity operates	35
FISCAL YEAR END
Number of weeks in a fiscal year	52	53	52
CASH AND CASH EQUIVALENTS
Maximum period during which credit and debit card transactions settle are classified as cash and cash equivalents	7 days
MERCHANDISE INVENTORIES
Value of inventory under FIFO method	$ 579,800,000	$ 565,800,000
Property and Equipment
Accumulated depreciation	(1,227,121,000)	(1,162,909,000)
Property and equipment - net	625,525,000	657,270,000
Land
Property and Equipment
Property and equipment - gross	202,038,000	203,386,000
Buildings and improvements
Property and Equipment
Property and equipment - gross	888,389,000	885,389,000
Buildings and improvements | Minimum
Property and equipment
Estimated useful lives	5 years
Buildings and improvements | Maximum
Property and equipment
Estimated useful lives	40 years
Furniture, fixtures and equipment
Property and Equipment
Property and equipment - gross	760,170,000	728,122,000
Furniture, fixtures and equipment | Minimum
Property and equipment
Estimated useful lives	3 years
Furniture, fixtures and equipment | Maximum
Property and equipment
Estimated useful lives	10 years
Construction in progress
Property and Equipment
Property and equipment - gross	$ 2,049,000	$ 3,282,000

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ACQUISITIONS (Tables)

12 Months Ended

Feb. 01, 2014

ACQUISITIONS

Schedule of purchase price allocation

(dollar amounts in thousands)	As of Acquisition Dates
Current assets	$	11,421
Intangible assets		950
Other non-current assets		9,149
Current liabilities		(13,817	)
Long-term liabilities		(9,458	)
Total net identifiable assets acquired	$	(1,755	)
Total consideration transferred, net of cash acquired	$	42,614
Less: total net identifiable assets acquired		(1,755	)
Goodwill	$	44,369

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OTHER CURRENT ASSETS (Tables)

12 Months Ended

Feb. 01, 2014

OTHER CURRENT ASSETS

Schedule of components of other current assets

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Reinsurance receivable	$	61,182	$	59,160
Income taxes receivable		1,643		668
Other		580		610
Total	$	63,405	$	60,438

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Cash flows from operating activities:
Net earnings	$ 6,865	$ 12,810	$ 28,903
Adjustments to reconcile net earnings to net cash provided by continuing operations:
Net loss from discontinued operations	188	345	225
Depreciation	78,439	79,104	79,390
Amortization of deferred gain from asset sales	(12,604)	(12,846)	(12,602)
Amortization of deferred financing costs	2,993	4,431	2,538
Stock compensation expense	2,992	1,299	3,237
Deferred income taxes	(79)	7,576	10,301
Net loss (gain) from dispositions of assets	227	(1,323)	(27)
Loss from asset impairment	7,659	10,555	1,619
Other	(493)	(269)	(421)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Increase in accounts receivable, prepaid expenses and other	(6,511)	(602)	(147)
Increase in merchandise inventories	(31,146)	(27,074)	(42,756)
Increase in accounts payable	8,378	984	24,871
Increase (decrease) in accrued expenses	6,115	10,481	(18,745)
(Decrease) increase in other long-term liabilities	(3,345)	3,487	(2,463)
Net cash provided by continuing operations	59,678	88,958	73,923
Net cash used in discontinued operations	(274)	(467)	(273)
Net cash provided by operating activities	59,404	88,491	73,650
Cash flows from investing activities:
Capital expenditures	(53,982)	(54,696)	(74,746)
Proceeds from dispositions of assets	21	5,588	515
Additions to collateral investment	(2,312)	(3,654)	(7,638)
Release of collateral investment	1,650
Acquisitions, net of cash acquired	(10,694)		(42,901)
Premiums paid on life insurance policies			(837)
Net cash used in investing activities	(65,317)	(52,762)	(125,607)
Cash flows from financing activities:
Borrowings under line of credit agreements	40,745	2,319	5,721
Payments under line of credit agreements	(37,245)	(2,319)	(5,721)
Borrowings on trade payable program liability	154,985	179,751	144,180
Payments on trade payable program liability	(174,902)	(115,247)	(115,253)
Payments for finance issuance costs	(770)	(6,520)	(2,441)
Borrowings under new debt		200,000
Debt payments	(2,000)	(295,122)	(1,079)
Dividends paid			(6,344)
Repurchase of common stock	(2,750)	(342)
Proceeds from stock issuance	2,095	2,693	898
Net cash (used in) provided by financing activities	(19,842)	(34,787)	19,961
Net (decrease) increase in cash and cash equivalents	(25,755)	942	(31,996)
Cash and cash equivalents at beginning of year	59,186	58,244	90,240
Cash and cash equivalents at end of year	33,431	59,186	58,244
Supplemental cash flow information:
Cash paid for interest, net of amounts capitalized	12,027	31,290	23,097
Cash received from income tax refunds	1,251	108	479
Cash paid for income taxes	4,377	2,826	1,150
Non-cash investing activities:
Accrued purchases of property and equipment	$ 3,467	$ 1,371	$ 1,400

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ACCRUED EXPENSES (Tables)

12 Months Ended

Feb. 01, 2014

ACCRUED EXPENSES

Schedule of components of accrued expenses

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Casualty and medical risk insurance	$	153,830	$	152,606
Accrued compensation and related taxes		30,645		27,641
Sales tax payable		12,245		11,556
Other		40,683		40,474
Total	$	237,403	$	232,277

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BENEFIT PLANS (Tables)

12 Months Ended

Feb. 01, 2014

BENEFIT PLANS

Schedule of pension expense

	Year Ended
(dollar amounts in thousands)	February 2, 2013			January 28, 2012
Service cost	$	—		$	—
Interest cost		2,170			2,558
Expected return on plan assets		(2,658	)		(2,745	)
Amortization of prior service cost		13			14
Recognized actuarial loss		1,896			1,499
Net Period Pension Cost		1,421			1,326
Settlement Charge		17,753			—
Net Period Pension Cost	$	19,174		$	1,326

Schedule of actuarial assumptions used to determine benefit obligation and pension expense

	Year Ended
	February 2, 2013			January 28, 2012
Benefit obligation assumptions:
Discount rate		N/A			4.60	%
Rate of compensation increase		N/A			N/A
Pension expense assumptions:
Discount rate		4.60	%		5.70	%
Expected return on plan assets		6.80	%		6.80	%
Rate of compensation expense		N/A			N/A

Schedule of reconciliation of the benefit obligation, fair value of plan assets and funded status

	Year ended
(dollar amounts in thousands)	February 2, 2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	53,974
Interest cost		2,170
Actuarial loss		3,621
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Benefit obligation at end of year	$	—
Change in plan assets:
Fair value of plan assets at beginning of year	$	43,602
Actual return on plan assets (net of expenses)		2,050
Employer contributions		14,113
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Fair value of plan assets at end of year	$	—
Unfunded status at fiscal year end	$	—
Net amounts recognized on consolidated balance sheet at fiscal year end
Noncurrent benefit liability (included in other long-term liabilities)	$	—
Net amount recognized at fiscal year end	$	—
Amounts recognized in accumulated other comprehensive income (pre-tax) at fiscal year end
Actuarial loss	$	—
Prior service cost		—
Net amount recognized at fiscal year end	$	—
Other comprehensive (income) loss attributable to change in pension liability recognition	$	(15,433	)
Accumulated benefit obligation at fiscal year end	$	—
Other information
Employer contributions expected in fiscal 2013	$	—
Estimated actuarial loss and prior service cost amortization in fiscal 2013	$	—

Schedule of weighted average asset allocations and asset allocation ranges by asset category

	January 28, 2012			Asset Allocation Ranges
Total equities		50	%		45 - 55	%
Domestic equities		32	%		28 - 38	%
Non-US equities		18	%		12 - 22	%
Fixed income		50	%		45 - 55	%

Summary of changes in fair value of Level 3 financial assets

(dollar amounts in thousands)	Fair Value
Balance, January 28, 2012	$	1,334
Transfers from other investments		—
Interest income and gains		116
Administrative fees		(72	)
Benefits paid during the period		(1,378	)
Balance, February 2, 2013	$	—

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ASSET RETIREMENT OBLIGATIONS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013
Liability for asset retirement obligations activity
Asset retirement obligation at the beginning of the period	$ 5,963	$ 5,875
Additions	245	89
Change in assumptions	(287)	(288)
Settlements	(12)	(11)
Accretion expense	334	298
Asset retirement obligation at the end of the period	$ 6,243	$ 5,963

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
Current assets:
Cash and cash equivalents	$ 33,431	$ 59,186
Accounts receivable, less allowance for uncollectible accounts of $1,320 and $1,302	25,152	23,897
Merchandise inventories	672,354	641,208
Prepaid expenses	29,282	28,908
Other current assets	63,405	60,438
Assets held for disposal	2,013
Total current assets	825,637	813,637
Property and equipment-net of accumulated depreciation of $1,227,121 and $1,162,909	625,525	657,270
Goodwill	56,794	46,917
Deferred income taxes	57,686	47,691
Other long-term assets	39,839	38,434
Total assets	1,605,481	1,603,949
Current liabilities:
Accounts payable	256,031	244,696
Trade payable program liability	129,801	149,718
Accrued expenses	237,403	232,277
Deferred income taxes	69,373	58,441
Current maturities of long-term debt	2,000	2,000
Total current liabilities	694,608	687,132
Long-term debt less current maturities	199,500	198,000
Other long-term liabilities	48,485	53,818
Deferred gain from asset sales	114,823	127,427
Stockholders' equity:
Common stock, par value $1 per share: authorized 500,000,000 shares; issued 68,557,041 shares	68,557	68,557
Additional paid-in capital	297,009	295,679
Retained earnings	432,332	430,148
Accumulated other comprehensive income (loss)	379	(980)
Treasury stock, at cost-15,358,872 shares and 15,431,298 shares	(250,212)	(255,832)
Total stockholders' equity	548,065	537,572
Total liabilities and stockholders' equity	$ 1,605,481	$ 1,603,949

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $)	3 Months Ended								12 Months Ended
	Feb. 01, 2014 item	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Feb. 01, 2014 item	Feb. 02, 2013	Jan. 28, 2012
GOODWILL
Number of reporting units									6
Number of reporting units which included goodwill									3
Impairment	$ 0									$ 0	$ 0
SOFTWARE CAPITALIZATION
Maximum amortization period									5 years
REVENUE RECOGNITION
Legal obligations of unredeemed gift cards to the relevant jurisdictions	0								0
Period during which certificates can be redeemed									120 days
Warranty reserve
Balance at the beginning of the period				864,000				673,000	864,000	673,000
Additions related to sales in the current year									13,748,000	11,920,000
Warranty costs incurred in the current year									(13,930,000)	(11,729,000)
Balance at the end of the period	682,000				864,000				682,000	864,000	673,000
ADVERTISING
Gross advertising expense									62,800,000	63,300,000	54,900,000
Advertising costs recorded as assets	0				0				0	0
ACCOUNTING FOR STOCK BASED COMPENSATION
Number of stock-based employee compensation plans	2								2
SEGMENT INFORMATION
Number of operating segments									6
Number of reportable segments									1
Sales by major product categories
Total revenues	495,733,000	507,042,000	527,619,000	536,173,000	530,847,000	509,608,000	525,671,000	524,604,000	2,066,568,000	2,090,730,000	2,063,627,000
Parts and accessories
Sales by major product categories
Total revenues									1,238,384,000	1,252,617,000	1,259,500,000
Tires
Sales by major product categories
Total revenues									370,313,000	391,331,000	383,257,000
Service labor
Sales by major product categories
Total revenues									$ 457,871,000	$ 446,782,000	$ 420,870,000

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive (Loss) / Income
Balance at Jan. 29, 2011	$ 478,460	$ 68,557	$ 295,361	$ 402,600	$ (271,030)	$ (17,028)
Balance (in shares) at Jan. 29, 2011		68,557,041			(15,971,910)
Comprehensive income:
Net earnings	28,903			28,903
Changes in net unrecognized other postretirement benefit costs, net of tax of $5,729 and $(1,872) for year ended 2012 and 2011, respectively	(3,120)					(3,120)
Fair market value adjustment on derivatives, net of tax of $814, $4,208 and $1,499 for year ended 2013, 2012 and 2011, respectively	2,499					2,499
Total comprehensive income	28,282
Cash dividends ($.12 per share)	(6,344)			(6,344)
Effect of stock options and related tax benefits	323			(900)	1,223
Effect of stock options and related tax benefits (in shares)					45,321
Effect of employee stock purchase plan	231			(335)	566
Effect of employee stock purchase plan (in shares)					20,963
Effect of restricted stock unit conversions	(239)		(2,136)		1,897
Effect of restricted stock unit conversions (in shares)					70,228
Stock compensation expense	3,237		3,237
Dividend reinvestment plan	379			(487)	866
Dividend reinvestment plan (in shares)					32,076
Balance at Jan. 28, 2012	504,329	68,557	296,462	423,437	(266,478)	(17,649)
Balance (in shares) at Jan. 28, 2012		68,557,041			(15,803,322)
Comprehensive income:
Net earnings	12,810			12,810
Changes in net unrecognized other postretirement benefit costs, net of tax of $5,729 and $(1,872) for year ended 2012 and 2011, respectively	9,696					9,696
Fair market value adjustment on derivatives, net of tax of $814, $4,208 and $1,499 for year ended 2013, 2012 and 2011, respectively	6,973					6,973
Total comprehensive income	29,479
Effect of stock options and related tax benefits	2,299		375	(5,494)	7,418
Effect of stock options and related tax benefits (in shares)					274,769
Effect of employee stock purchase plan	462			(605)	1,067
Effect of employee stock purchase plan (in shares)					39,552
Effect of restricted stock unit conversions	46		(2,457)		2,503
Effect of restricted stock unit conversions (in shares)					92,703
Stock compensation expense	1,299		1,299
Treasury stock repurchases	(342)				(342)
Treasury stock repurchases (in shares)	(35,000)				(35,000)
Balance at Feb. 02, 2013	537,572	68,557	295,679	430,148	(255,832)	(980)
Balance (in shares) at Feb. 02, 2013		68,557,041			(15,431,298)
Comprehensive income:
Net earnings	6,865			6,865
Fair market value adjustment on derivatives, net of tax of $814, $4,208 and $1,499 for year ended 2013, 2012 and 2011, respectively	1,359					1,359
Total comprehensive income	8,224
Effect of stock options and related tax benefits	1,216		(135)	(3,742)	5,093
Effect of stock options and related tax benefits (in shares)					188,652
Effect of employee stock purchase plan	749			(939)	1,688
Effect of employee stock purchase plan (in shares)					62,547
Effect of restricted stock unit conversions	62		(1,527)		1,589
Effect of restricted stock unit conversions (in shares)					58,851
Stock compensation expense	2,992		2,992
Treasury stock repurchases	(2,750)				(2,750)
Treasury stock repurchases (in shares)	(237,624)				(237,624)
Balance at Feb. 01, 2014	$ 548,065	$ 68,557	$ 297,009	$ 432,332	$ (250,212)	$ 379
Balance (in shares) at Feb. 01, 2014		68,557,041			(15,358,872)

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STORE CLOSURES AND ASSET IMPAIRMENTS (Details) (USD $)	3 Months Ended	12 Months Ended
	Oct. 27, 2012	Feb. 01, 2014 item	Feb. 02, 2013	Jan. 28, 2012
STORE CLOSURES AND ASSET IMPAIRMENTS
Depreciation expense recognized on assets held for disposal		$ 0
Activity in the reserve for closed locations
Balance at the beginning of the period		1,641,000	(477,000)	1,241,000
Accretion of present value of liabilities		36,000	1,801,000	53,000
Provision for closed locations			137,000
Change in assumptions about future sublease income, lease termination		322,000	367,000	310,000
Cash payments		(1,449,000)	(664,000)	674,000
Balance at the end of the period		550,000	1,641,000	(477,000)
Store closures and asset impairments
Number of stores for which impairment charge has been recorded		47
Impairment charges	8,800,000	7,659,000	10,555,000	1,619,000
Assets held for disposal
Stores classified as assets held for disposal
Number of properties		4
Assets held for disposal | Land
Stores classified as assets held for disposal
Property and equipment-net		1,348,000
Assets held for disposal | Buildings and improvements
Stores classified as assets held for disposal
Property and equipment-net		3,946,000
Assets held for disposal | Accumulated Depreciation
Stores classified as assets held for disposal
Accumulated depreciation		(3,281,000)
Assets held for disposal | Property Plant and Equipment
Stores classified as assets held for disposal
Property and equipment-net		2,013,000
Stores classified as held for disposal
Store closures and asset impairments
Number of stores for which impairment charge has been recorded		4	0
Impairment charges		900,000
Stores classified as held and used
Store closures and asset impairments
Number of stores for which impairment charge has been recorded		43	49
Level 2 and 3
Store closures and asset impairments
Fair value of the impaired stores classified as level 2 or 3 measure		4,200,000	2,300,000
Merchandise cost of sales
Store closures and asset impairments
Impairment charges		2,400,000	5,100,000
Merchandise cost of sales | Stores classified as held for disposal
Store closures and asset impairments
Impairment charges		700,000
Service cost of sales
Store closures and asset impairments
Impairment charges		5,300,000	5,500,000
Service cost of sales | Stores classified as held for disposal
Store closures and asset impairments
Impairment charges		$ 200,000

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ASSET RETIREMENT OBLIGATIONS (Tables)

12 Months Ended

Feb. 01, 2014

ASSET RETIREMENT OBLIGATIONS

Schedule of liability for asset retirement obligations activity

(dollar amounts in thousands)
Asset retirement obligation at January 28, 2012	$	5,875
Additions		89
Change in assumptions		(288	)
Settlements		(11	)
Accretion expense		298
Asset retirement obligation at February 2, 2013		5,963
Additions		245
Change in assumptions		(287	)
Settlements		(12	)
Accretion expense		334
Asset retirement obligation at February 1, 2014	$	6,243

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EQUITY COMPENSATION PLANS (Details) (USD $)	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
EQUITY COMPENSATION PLANS
Vesting period	3 years
Percentage of officer deferred bonus which is matched with Company stock	20.00%
Employer matching ratio	1.00
Compensation expense
Tax benefits realized from compensation expenses (in dollars)	$ 1,100,000	$ 400,000	$ 1,200,000
Options
EQUITY COMPENSATION PLANS
Expiration term for options granted prior to March 3, 2004	10 years
Expiration term for options granted on or after March 3, 2004	7 years
Shares
Outstanding at the beginning of the period (in shares)	1,678,593
Granted (in shares)	308,963
Exercised (in shares)	(188,652)
Forfeited (in shares)	(84,514)
Expired (in shares)	(55,919)
Outstanding at the end of the period (in shares)	1,658,471	1,678,593
Vested and expected to vest options at the end of the period (in shares)	1,630,736
Options exercisable at the end of the period (in shares)	1,158,960
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 8.20
Granted (in dollars per share)	$ 11.86
Exercised (in dollars per share)	$ 7.16
Forfeited (in dollars per share)	$ 11.02
Expired (in dollars per share)	$ 13.48
Outstanding at the end of the period (in dollars per share)	$ 8.67	$ 8.20
Vested and expected to vest options at the end of the period (in dollars per share)	$ 8.62
Options exercisable at the end of the period (in dollars per share)	$ 7.53
Information about options
Weighted average fair value at grant date per option (in dollars per share)	$ 5.11	$ 4.65	$ 5.38
Intrinsic value of options exercised (in dollars)	1,059,000	874,000	202,000
Additional disclosures
Aggregate intrinsic value of outstanding options (in dollars)	5,800,000
Aggregate intrinsic value of exercisable options (in dollars)	5,500,000
Aggregate intrinsic value of expected to vest options (in dollars)	300,000
Weighted average remaining contractual term of outstanding options	4 years 1 month 6 days
Weighted average remaining contractual term of exercisable options	3 years
Weighted average remaining contractual term of expected to vest options	6 years 7 months 6 days
Unrecognized compensation expense
Total unrecognized pre-tax compensation cost related to non-vested stock options (in dollars)	1,700,000
Weighted-average period for recognition of unrecognized stock-based compensation expense	1 year 3 months 18 days
Weighted-average assumptions used for estimated fair value of stock options using Black-Scholes option pricing model
Dividend yield (as a percent)	0.00%	0.00%	1.00%
Expected volatility (as a percent)	53.00%	58.00%	58.00%
Risk-free interest rate range, high (as a percent)	0.70%	0.60%	1.90%
Risk-free interest rate range, low (as a percent)	0.70%	0.50%	1.60%
Options | Non-officer
EQUITY COMPENSATION PLANS
Vesting period	3 years
Options | Selling, general and administrative expenses
Compensation expense
Compensation expense recognized (in dollars)	1,200,000	1,100,000	1,300,000
Options | Minimum
Weighted-average assumptions used for estimated fair value of stock options using Black-Scholes option pricing model
Expected life in years	4 years	4 years	4 years
Options | Minimum | Officer
EQUITY COMPENSATION PLANS
Vesting period	3 years
Options | Maximum
Weighted-average assumptions used for estimated fair value of stock options using Black-Scholes option pricing model
Expected life in years	5 years	5 years	5 years
Options | Maximum | Officer
EQUITY COMPENSATION PLANS
Vesting period	4 years
Performance Based Awards
Number of RSUs
Nonvested at the beginning of the period (in shares)	651,305
Granted (in shares)	259,986
Forfeited (in shares)	(235,778)
Nonvested at the end of the period (in shares)	675,513
Performance Based Awards | Return on invested capital target
Number of RSUs
Granted (in shares)	109,000	106,000
Weighted Average Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 9.98
Nonvested at the end of the period (in dollars per share)	$ 11.85	$ 9.98
Additional disclosures
Period to satisfy targeted total shareholder return	3 years
Fair value at grant date (in dollars per share)	$ 11.85	$ 9.98
Performance Based Awards | Return on invested capital target | Minimum
Additional disclosures
Number of underlying shares issued upon vesting (as a percent)	0.00%
Performance Based Awards | Return on invested capital target | Maximum
Additional disclosures
Number of underlying shares issued upon vesting (as a percent)	150.00%
Performance Based Awards | Total shareholder return target
Number of RSUs
Granted (in shares)	55,000	53,000
Weighted Average Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 7.96
Nonvested at the end of the period (in dollars per share)	$ 13.41	$ 7.96
Additional disclosures
Period to satisfy targeted total shareholder return	3 years
Fair value at grant date (in dollars per share)	$ 13.41	$ 7.96
Performance Based Awards | Total shareholder return target | Minimum
Additional disclosures
Number of underlying shares issued upon vesting (as a percent)	0.00%
Performance Based Awards | Total shareholder return target | Maximum
Additional disclosures
Number of underlying shares issued upon vesting (as a percent)	175.00%
RSUs
Number of RSUs
Nonvested at the beginning of the period (in shares)	145,295
Granted (in shares)	77,607
Forfeited (in shares)	(7,442)
Vested (in shares)	(65,515)
Nonvested at the end of the period (in shares)	149,945	145,295
Weighted Average Fair Value
Granted (in dollars per share)	$ 12.23	$ 9.48	$ 10.45
Information about RSUs
Weighted average fair value at grant date per unit (in dollars per share)	$ 12.23	$ 9.48	$ 10.45
Fair value at vesting date (in dollars)	758,000	768,000	1,498,000
Intrinsic value at conversion date (in dollars)	525,000	218,000	896,000
Tax benefits realized from conversions (in dollars)	197,000	82,000	336,000
RSUs | Non-officer
EQUITY COMPENSATION PLANS
Vesting period	3 years
RSUs | Minimum | Officer
EQUITY COMPENSATION PLANS
Vesting period	3 years
RSUs | Maximum | Officer
EQUITY COMPENSATION PLANS
Vesting period	4 years
PSUs and RSUs
Unrecognized compensation expense
Total unrecognized pre-tax compensation cost related to non-vested PSUs and RSUs	2,700,000
Weighted-average period for recognition of unrecognized stock-based compensation expense	1 year 1 month 6 days
Number of RSUs
Nonvested at the beginning of the period (in shares)	796,600
Granted (in shares)	337,593
Forfeited (in shares)	(243,220)
Vested (in shares)	(65,515)
Nonvested at the end of the period (in shares)	825,458	796,600
Weighted Average Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 9.67
Granted (in dollars per share)	$ 12.23	$ 9.48	$ 10.45
Forfeited (in dollars per share)	$ 9.30
Vested (in dollars per share)	$ 11.57
Nonvested at the end of the period (in dollars per share)	$ 10.68	$ 9.67
Information about RSUs
Weighted average fair value at grant date per unit (in dollars per share)	$ 12.23	$ 9.48	$ 10.45
Additional disclosures
Fair value at grant date (in dollars per share)	$ 10.68	$ 9.67
PSUs and RSUs | Selling, general and administrative expenses
Compensation expense
Compensation expense recognized (in dollars)	$ 1,800,000	$ 200,000	$ 1,900,000
Employee stock purchase plan
EQUITY COMPENSATION PLANS
Number of shares available for grant	1,875,753
Additional disclosures
Aggregate number of shares of common stock that may be issued or transferred			2,000,000
2009 Plan
EQUITY COMPENSATION PLANS
Awards outstanding (in shares)	2,738,100
Number of shares available for grant	770,361
2009 Plan | Options
EQUITY COMPENSATION PLANS
Minimum exercise price as a percentage of quoted market price of the common stock on the grant date	100.00%
2009 Plan | RSUs | Non-employee director
EQUITY COMPENSATION PLANS
Vesting period	1 year	1 year
Number of RSUs
Granted (in shares)	54,000	33,000
Weighted Average Fair Value
Nonvested at the beginning of the period (in dollars per share)	$ 9.98
Nonvested at the end of the period (in dollars per share)	$ 12.05	$ 9.98
Additional disclosures
Fair value at grant date (in dollars per share)	$ 12.05	$ 9.98
Non-qualified deferred compensation plan | RSUs | Officer
EQUITY COMPENSATION PLANS
Vesting period	3 years
Percentage of officer deferred bonus which is matched with Company stock	20.00%
Employer matching ratio	1.00
Ratio of vesting on each anniversary (as a percent)	33.33%
Number of grant date anniversaries	3
Number of RSUs
Granted (in shares)	4,000
Weighted Average Fair Value
Nonvested at the end of the period (in dollars per share)	$ 11.25
Additional disclosures
Fair value at grant date (in dollars per share)	$ 11.25

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EQUITY COMPENSATION PLANS

12 Months Ended

Feb. 01, 2014

EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLANS

NOTE 14—EQUITY COMPENSATION PLANS

        The Company has a stock-based compensation plan (the "2009 Plan") under which it has previously granted, and may continue to grant, non-qualified stock options, incentive stock options, restricted stock units ("RSUs"), and Performance Share Units ("PSUs") to key employees and members of its Board of Directors. As of February 1, 2014, there were 2,738,100 awards outstanding and 770,361 awards available for grant under the 2009 Plan.

        Incentive stock options and non-qualified stock options granted to non-officers vest fully on the third anniversary of their grant date and to officers vest in equal tranches over three or four year periods. Generally, all options granted prior to March 3, 2004 carry an expiration date of ten years and options granted on or after March 3, 2004 carry an expiration date of seven years. RSUs previously granted to non-officers vest fully on the third anniversary of their grant date. RSUs previously granted to officers vest in equal tranches over three or four year periods. PSUs granted to officers vest on the third anniversary of their grant date if, and only if, certain predetermined performance targets are achieved.

        The Company has also granted RSUs under the 2009 plan in conjunction with its non-qualified deferred compensation plan. Under the deferred compensation plan, the first 20% of an officer's bonus deferred into the Company's stock fund was matched by the Company on a one-for-one basis with RSUs that vest over a three-year period, with one third vesting on each of the first three anniversaries of the grant date. On January 31, 2014, the Company amended and restated the deferred compensation plan to eliminate the automatic matching employer contributions effective for fiscal 2014.

        The terms and conditions applicable to future grants under the 2009 plan are generally determined by the Board of Directors, provided that the exercise price of stock options must be at least 100% of the quoted market price of the common stock on the grant date. The Company currently satisfies all share requirements resulting from RSU and PSU conversions and option exercises from its treasury stock. The Company believes its treasury share balance at February 1, 2014 is adequate to satisfy such activity during the next twelve-month period.

        The following table summarizes the options under the plans:

	Fiscal Year 2013
	Shares			Weighted Average Exercise Price
Outstanding—beginning of year		1,678,593		$	8.20
Granted		308,963			11.86
Exercised		(188,652	)		7.16
Forfeited		(84,514	)		11.02
Expired		(55,919	)		13.48
Outstanding—end of year		1,658,471			8.67
Vested and expected to vest options—end of year		1,630,736			8.62
Options exercisable—end of year		1,158,960			7.53

        The following table summarizes information about options during the last three fiscal years (dollars in thousands except per option):

	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per option	$	5.11	$	4.65	$	5.38
Intrinsic value of options exercised	$	1,059	$	874	$	202

        The aggregate intrinsic value of outstanding options, exercisable options and expected to vest options at February 1, 2014 was $5.8 million, $5.5 million and $0.3 million, respectively. At February 1, 2014, the weighted average remaining contractual term of outstanding options, exercisable options and expected to vest options was 4.1 years, 3.0 years and 6.6 years, respectively. At February 1, 2014, there was approximately $1.7 million of total unrecognized pre-tax compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.3 years.

        The following table summarizes information about non-vested PSUs and RSUs since February 2, 2013:

	Number of PSUs			Number of RSUs			Total			Weighted Average Fair Value
Nonvested at February 2, 2013		651,305			145,295			796,600		$	9.67
Granted		259,986			77,607			337,593			12.23
Forfeited		(235,778	)		(7,442	)		(243,220	)		9.30
Vested		—			(65,515	)		(65,515	)		11.57
Nonvested at February 1, 2014		675,513			149,945			825,458			10.68

        The following table summarizes information about RSUs during the last three fiscal years:

(dollar amounts in thousands)	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per unit	$	12.23	$	9.48	$	10.45
Fair value at vesting date	$	758	$	768	$	1,498
Intrinsic value at conversion date	$	525	$	218	$	896
Tax benefits realized from conversions	$	197	$	82	$	336

        At February 1, 2014, there was approximately $2.7 million of total unrecognized pre-tax compensation cost related to non-vested PSUs and RSUs in the aggregate, which is expected to be recognized over a weighted-average period of 1.1 years.

        The Company recognized approximately $1.2 million, $1.1 million, and $1.3 million of compensation expense related to stock options, and approximately $1.8 million, $0.2 million, and $1.9 million of compensation expense related to PSUs and RSUs in the aggregate, included in selling, general and administrative expenses for fiscal 2013, 2012, and 2011, respectively. The related tax benefit recognized was approximately $1.1 million, $0.4 million and $1.2 million for fiscal 2013, 2012 and 2011, respectively.

        Expected volatility is based on historical volatilities for a time period similar to that of the expected term and the expected term of the options is based on actual experience. The risk-free rate is based on the U.S. treasury yield curve for issues with a remaining term equal to the expected term. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following are the weighted-average assumptions:

	Year ended
	February 1, 2014	February 2, 2013	January 28, 2012
Dividend yield	0%	0%	1.0%
Expected volatility	53%	58%	58%
Risk-free interest rate range:
High	0.7%	0.6%	1.9%
Low	0.7%	0.5%	1.6%
Ranges of expected lives in years	4 - 5	4 - 5	4 - 5

        The Company granted approximately 109,000 and 106,000 PSUs in fiscal 2013 and 2012, respectively that will vest if the employees remain continuously employed through the third anniversary date of the grant and the Company achieves a return on invested capital target for fiscal years 2015 and 2014, respectively. The number of underlying shares that may be issued upon vesting will range from 0% to 150%, depending upon the Company achieving the financial targets in fiscal years 2015 and 2014, respectively. At the date of the grants, the fair values were $11.85 per unit and $9.98 per unit for the 2013 and 2012 awards, respectively. The Company also granted approximately 55,000 and 53,000 PSUs for fiscal 2013 and 2012, respectively, that will vest if the employees remain continuously employed through the third anniversary date of the grant and will become exercisable if the Company satisfies a total shareholder return target in fiscal 2015 and 2014, respectively. The number of underlying shares that may become exercisable will range from 0% to 175% depending on whether the market condition is achieved. The Company used a Monte Carlo simulation to estimate a $13.41 per unit and $7.96 per unit grant date fair value for the 2013 and 2012 PSUs, respectively. The non-vested restricted stock award table reflects the maximum vesting of underlying shares for performance and market based awards granted in both 2013 and 2012.

        During fiscal 2013, the Company granted approximately 4,000 restricted stock units for officers' deferred bonus matches under the Company's non-qualified deferred compensation plan, which vest over a three-year period. The fair value of these awards was $11.25 per unit and the compensation expense recorded for these awards was immaterial. The Company did not grant any restricted stock units for officers' deferred bonus matches under the Company's non-qualified deferred compensation plan during fiscal 2012.

        During fiscal 2013, the Company granted approximately 54,000 restricted stock units to its non-employee directors of the board, which vest over a one-year period with a quarter vesting on each of the first four quarters following their grant date. The fair value for these awards was $12.05 per unit. During fiscal 2012, the Company granted approximately 33,000 restricted stock units to its non-employee directors of the board, which vest over a one-year period with a quarter vesting on each of the first four quarters following their grant date. The fair value was $9.98 per unit.

        The Company reflects in its consolidated statement of cash flows any tax benefits realized upon the exercise of stock options or issuance of RSUs in excess of that which is associated with the expense recognized for financial reporting purposes. The amounts reflected as financing cash inflows and operating cash outflows in the Consolidated Statement of Cash Flows for fiscal 2013, 2012 and 2011 are immaterial.

        During fiscal 2011, the Company began an employee stock purchase plan which provides eligible employees the opportunity to purchase shares of the Company's stock at a stated discount through regular payroll deductions. The aggregate number of shares of common stock that may be issued or transferred under the plan is 2,000,000 shares. All shares purchased by employees under this plan will be issued through treasury stock. The Company's expense for the discount during fiscal years 2013 and 2012 was immaterial. As of February 1, 2014, there were 1,875,753 shares available for issuance under this plan.

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INCOME TAXES (Tables)

12 Months Ended

Feb. 01, 2014

INCOME TAXES

Schedule of components of income from continuing operations before income taxes

	Year Ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Domestic	$	8,533	$	14,577	$	36,634
Foreign		757		7,923		4,954
Total	$	9,290	$	22,500	$	41,588

Schedule of provision for income taxes

	Year Ended
(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Current:
Federal	$	(267	)	$	(338	)	$	—
State		451			471			602
Foreign		2,132			1,636			1,557
Deferred:
Federal(a)		2,765			6,548			14,743
State		840			988			(3,887	)
Foreign		(3,684	)		40			(555	)
Total income tax expense from continuing operations(a)	$	2,237		$	9,345		$	12,460

^(a)

Excludes tax benefit recorded to discontinued operations of $0.1 million, $0.2 million and $0.1 million in fiscal years 2013, 2012 and 2011, respectively.

Schedule of reconciliation of the statutory federal income tax rate to the effective rate for income tax expense

	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Statutory tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax		6.0			4.1			3.2
Foreign taxes, net of federal tax		4.4			5.6			1.7
Tax credits, net of valuation allowance		(7.5	)		(3.2	)		(2.3	)
Foreign deferred adjustment		(8.4	)		—			—
Foreign tax law change impact		(3.8	)		—			—
Tax uncertainty adjustment		(3.0	)		(1.5	)		(0.1	)
Release of valuation allowance		—			—			(8.3	)
Non deductible expenses		3.5			0.5			0.7
Stock compensation		—			1.8			0.1
Other, net		(2.1	)		(0.8	)		—
		24.1	%		41.5	%		30.0	%

Schedule of items that gave rise to the deferred tax accounts

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Deferred tax assets:
Employee compensation	$	3,544		$	5,274
Store closing reserves		673			719
Legal reserve		182			122
Benefit accruals		2,109			1,247
Net operating loss carryforwards—Federal		1,115			1,887
Net operating loss carryforwards—State		111,258			111,785
Tax credit carryforwards		26,605			16,291
Accrued leases		15,215			16,032
Interest rate derivatives		—			708
Deferred gain on sale leaseback		46,176			51,124
Deferred revenue		2,987			5,194
Other		1,312			1,874
Gross deferred tax assets		211,176			212,257
Valuation allowance		(106,695	)		(102,341	)
		104,481			109,916
Deferred tax liabilities:
Depreciation	$	33,059		$	42,400
Inventories		71,630			65,203
Real estate tax		3,300			3,214
Insurance and other		4,299			6,261
Interest rate derivatives		274			—
Debt related liabilities		3,606			3,588
		116,168			120,666
Net deferred tax (liability) asset	$	(11,687	)	$	(10,750	)

Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits

(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Unrecognized tax benefit balance at the beginning of the year	$	2,274		$	3,364		$	4,131
Gross increases for tax positions taken in prior years		—			—			—
Gross decreases for tax positions taken in prior years		—			(338	)		—
Gross increases for tax positions taken in current year		13			201			235
Settlements taken in current year		—			—			—
Lapse of statute of limitations		(346	)		(953	)		(1,002	)
Unrecognized tax benefit balance at the end of the year	$	1,941		$	2,274		$	3,364

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FAIR VALUE MEASUREMENTS

12 Months Ended

Feb. 01, 2014

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 16—FAIR VALUE MEASUREMENTS

        The Company's fair value measurements consist of (a) non-financial assets and liabilities that are recognized or disclosed at fair value in the Company's financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities.

        Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

• Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

        The Company's long-term investments and interest rate swap agreements are measured at fair value on a recurring basis. The information in the following paragraphs and tables primarily addresses matters relative to these assets and liabilities.

• Cash equivalents:

        Cash equivalents, other than credit card receivables, include highly liquid investments with an original maturity of three months or less at acquisition. The Company carries these investments at fair value. As a result, the Company has determined that its cash equivalents in their entirety are classified as a Level 1 measure within the fair value hierarchy.

• Collateral investments:

        Collateral investments include monies on deposit that are restricted. The Company carries these investments at fair value. As a result, the Company has determined that its collateral investments are classified as a Level 1 measure within the fair value hierarchy.

• Deferred compensation assets:

        Deferred compensation assets include variable life insurance policies held in a Rabbi Trust. The Company values these policies using observable market data. The inputs used to value the variable life insurance policy fall within Level 2 of the fair value hierarchy.

• Derivative liability:

        The Company has two interest rate swaps designated as cash flow hedges on $100.0 million of the Company's Senior Secured Term Loan facility that expires in October 2018. The Company values this swap using observable market data to discount projected cash flows and for credit risk adjustments. The inputs used to value derivatives fall within Level 2 of the fair value hierarchy.

        The following table provides information by level for assets and liabilities that are measured at fair value, on a recurring basis.

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 1, 2014
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	33,431	$	33,431	$	—	$	—
Collateral investments(a)		21,611		21,611		—		—
Deferred compensation assets(a)		4,242		—		4,242		—
Other assets
Derivative asset(a)		606		—		606		—

^(a)

included in other long-term assets

			Fair Value Measurements Using Inputs Considered as
	Fair Value at February 2, 2013
(dollar amounts in thousands) Description			Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	59,186	$	59,186	$	—	$	—
Collateral investments(a)		20,929		20,929		—		—
Deferred compensation assets(a)		3,834		—		3,834		—
Liabilities:
Other liabilities
Derivative liability(b)		1,567		—		1,567		—

^(a)

included in other long-term assets

^(b)

included in other long-term liabilities

        The following represents the impact of fair value accounting for the Company's derivative liability on its consolidated financial statements:

(dollar amounts in thousands)	Amount of Gain in Other Comprehensive Income (Effective Portion)		Earnings Statement Classification	Amount of Loss Recognized in Earnings (Effective Portion)
Fiscal 2013	$	1,359	Interest expense	$	614
Fiscal 2012		2,171	Interest expense		4,676

• Non-financial assets measured at fair value on a non-recurring basis:

        Certain assets are measured at fair value on a non-recurring basis, that is, the assets are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment. These measures of fair value, and related inputs, are considered level 2 or level 3 measures under the fair value hierarchy. Measurements of assets held and used are discussed in Note 11, "Store Closures and Asset Impairments."

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LEGAL MATTERS (Details) (EPA inspection, testing and reporting requirements, USD $) In Millions, unless otherwise specified	Feb. 01, 2014
EPA inspection, testing and reporting requirements
Legal matters
Penalty demanded	$ 2.3

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Changes in net unrecognized other postretirement benefit costs, tax		$ 5,729	$ (1,872)
Fair market value adjustment on derivatives, tax	$ 814	$ 4,208	$ 1,499
Cash dividends (in dollars per share)	$ 0	$ 0	$ 0.12

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for uncollectible accounts (in dollars)	$ 1,320	$ 1,302
Property and equipment, accumulated depreciation	$ 1,227,121	$ 1,162,909
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized shares	500,000,000	500,000,000
Common stock, issued shares	68,557,041	68,557,041
Treasury stock, shares	15,358,872	15,431,298

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STOCKHOLDERS' EQUITY

12 Months Ended

Feb. 01, 2014

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 9—STOCKHOLDERS' EQUITY

        On December 12, 2012, the Company's Board of Directors authorized a program to repurchase up to $50.0 million of the Company's common stock to be made from time to time in the open market or in privately negotiated transactions, with no expiration date. The Company repurchased 237,624 shares of Common Stock for $2.8 million in fiscal 2013 and 35,000 shares of Common Stock for $0.3 million in fiscal 2012. All of these repurchased shares were placed into the Company's treasury.

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Document and Entity Information (USD $)	12 Months Ended
	Feb. 01, 2014	Apr. 05, 2014	Aug. 03, 2013
Document and Entity Information
Entity Registrant Name	PEP BOYS MANNY MOE & JACK
Entity Central Index Key	0000077449
Document Type	10-K
Document Period End Date	Feb. 01, 2014
Amendment Flag	false
Current Fiscal Year End Date	--02-01
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 652,232,000
Entity Common Stock, Shares Outstanding		53,237,793
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Feb. 01, 2014

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 10—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        The following table presents changes in accumulated other comprehensive income (loss) for the year ended February 1, 2014:

	Gains on Cash Flow Hedges
(dollar amounts in thousands)	February 1, 2014
Beginning balance	$	(980	)
Other comprehensive income before reclassifications, net of $584 tax		975
Amounts reclassified from accumulated other comprehensive income (loss), net of $230 tax(a)		384
Net current-period other comprehensive income		1,359
Ending balance	$	379

^(a)

Reclassified amount increased interest expense.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Merchandise sales	$ 1,608,697	$ 1,643,948	$ 1,642,757
Service revenue	457,871	446,782	420,870
Total revenues	2,066,568	2,090,730	2,063,627
Costs of merchandise sales	1,108,359	1,159,994	1,154,322
Costs of service revenue	470,832	439,236	399,776
Total costs of revenues	1,579,191	1,599,230	1,554,098
Gross profit from merchandise sales	500,338	483,954	488,435
Gross (loss) profit from service revenue	(12,961)	7,546	21,094
Total gross profit	487,377	491,500	509,529
Selling, general and administrative expenses	464,852	463,416	443,986
Pension settlement expense		17,753
Net (loss) gain from disposition of assets	(227)	1,323	27
Operating profit	22,298	11,654	65,570
Merger termination fees, net		42,816
Non-operating income	1,789	2,012	2,324
Interest expense	14,797	33,982	26,306
Earnings from continuing operations before income taxes and discontinued operations	9,290	22,500	41,588
Income tax expense	2,237	9,345	12,460
Earnings from continuing operations before discontinued operations	7,053	13,155	29,128
Loss from discontinued operations, net of tax benefit of $102, $186 and $121	(188)	(345)	(225)
Net earnings	6,865	12,810	28,903
Basic earnings per share:
Earnings from continuing operations before discontinued operations (in dollars per share)	$ 0.13	$ 0.25	$ 0.55
Loss from discontinued operations, net of tax (in dollars per share)		$ (0.01)	$ (0.01)
Basic earnings per share (in dollars per share)	$ 0.13	$ 0.24	$ 0.54
Diluted earnings per share:
Earnings from continuing operations before discontinued operations (in dollars per share)	$ 0.13	$ 0.24	$ 0.54
Diluted earnings per share (in dollars per share)	$ 0.13	$ 0.24	$ 0.54
Other comprehensive income:
Defined benefit plan adjustment, net of tax		9,696	(3,120)
Derivative financial instrument adjustment, net of tax	1,359	6,973	2,499
Other comprehensive income	1,359	16,669	(621)
Total comprehensive income	$ 8,224	$ 29,479	$ 28,282

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ACCRUED EXPENSES

12 Months Ended

Feb. 01, 2014

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 4—ACCRUED EXPENSES

        The following are the components of accrued expenses:

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Casualty and medical risk insurance	$	153,830	$	152,606
Accrued compensation and related taxes		30,645		27,641
Sales tax payable		12,245		11,556
Other		40,683		40,474
Total	$	237,403	$	232,277

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OTHER CURRENT ASSETS

12 Months Ended

Feb. 01, 2014

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 3—OTHER CURRENT ASSETS

        The following are the components of other current assets:

(dollar amounts in thousands)	February 1, 2014		February 2, 2013
Reinsurance receivable	$	61,182	$	59,160
Income taxes receivable		1,643		668
Other		580		610
Total	$	63,405	$	60,438

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INTEREST RATE SWAP AGREEMENT

12 Months Ended

Feb. 01, 2014

INTEREST RATE SWAP AGREEMENT

INTEREST RATE SWAP AGREEMENT

NOTE 15—INTEREST RATE SWAP AGREEMENT

        In the third quarter of fiscal 2012, the Company settled its interest rate swap designated as a cash flow hedge on $145.0 million of the Company's Term Loan prior to its amendment and restatement. The swap was used to minimize interest rate exposure and overall interest costs by converting the variable component of the total interest rate to a fixed rate of 5.036%. Since February 1, 2008, this swap was deemed to be fully effective and all adjustments in the interest rate swap's fair value were recorded to accumulated other comprehensive loss. The settlement of this swap resulted in an interest charge of $7.5 million, which was previously recorded within accumulated other comprehensive loss. Immediately subsequent to the previous interest rate swap's settlement, on October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together are designated as a cash flow hedge on the first $100.0 million of the amended and restated Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%. As of February 1, 2014 and February 2, 2013, the fair value of the new swap was a net $0.6 million asset and a net $1.6 million payable, respectively, recorded within other long-term assets or other long-term liabilities on the balance sheet.

        The Company's refinancing of the $200.0 million Term Loan on November 12, 2013, which lowered the interest rate payable by the Company from LIBOR, subject to a 1.25% floor plus 3.75%, to LIBOR, subject to a 1.25% floor plus 3.00%, had no impact on the Company's interest rate swap or hedge accounting.

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STORE CLOSURES AND ASSET IMPAIRMENTS

12 Months Ended

Feb. 01, 2014

STORE CLOSURES AND ASSET IMPAIRMENTS

STORE CLOSURES AND ASSET IMPAIRMENTS

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS

        During fiscal 2013, the Company recorded a $7.7 million impairment charge related to 47 stores, four of which were classified as held for disposal and 43 of which were classified as held and used as of February 1, 2014. Of the $7.7 million impairment charge, $2.4 million was charged to merchandise cost of sales, and $5.3 million was charged to service cost of sales. In fiscal 2012, the Company recorded a $10.6 million impairment charge related to 49 stores classified as held and used. Of the $10.6 million impairment charge, $5.1 million was charged to merchandise cost of sales, and $5.5 million was charged to service cost of sales. In both years the Company used a probability-weighted approach and estimates of expected future cash flows to determine the fair value of these stores. Discount and growth rate assumptions were derived from current economic conditions, management's expectations and projected trends of current operating results. The fair market value estimates are classified as a Level 2 or Level 3 measure within the fair value hierarchy. The remaining fair value of the impaired assets was $4.2 million and $2.3 million at February 1, 2014 and February 2, 2013, respectively.

        A store is classified as held for disposal when (i) the Company has committed to a plan to sell, (ii) the building is vacant and the property is available for sale, (iii) the Company is actively marketing the property for sale, (iv) the sale price is reasonable in relation to its current fair value and (v) the Company expects to complete the sale within one year. Assets held for disposal have been valued at the lower of their carrying amount or their estimated fair value, net of disposal costs. The fair value of these assets is estimated using readily available market data for comparable properties and is classified as a Level 2 (as described in Note 16, "Fair Value Measurements") measure within the fair value hierarchy. No depreciation expense is recognized during the period the asset is held for disposal. During fiscal 2013, the Company had four stores classified as assets held for disposal, which are as follows:

	Year Ended
(dollar amounts in thousands)	February 1, 2014
Land	$	1,348
Building and improvements		3,946
Accumulated depreciation		(3,281	)
Property and equipment—net	$	2,013
Number of properties		4

        The Company classifies the four properties as held for disposal as the Company continues to actively market the properties at prices the Company believes reasonable given current market conditions and expects to sell these properties within the next twelve months. In addition, during fiscal 2013, the Company recorded $0.9 million of impairment charges related to four stores classified as held for disposal of which $0.7 million was charged to merchandise cost of sales and $0.2 was charged to service cost of sales. There were no stores classified as held for disposal in fiscal 2012.

        The following schedule details activity in the reserve for closed locations for the three years in the period ended February 1, 2014. The reserve balance includes remaining rent on leases net of sublease income.

(dollar amounts in thousands)
Balance, January 29, 2011	$	1,241
Accretion of present value of liabilities		53
Change in assumptions about future sublease income, lease termination		310
Cash payments		674
Balance, January 28, 2012		(477	)
Accretion of present value of liabilities		1,801
Provision for closed locations		137
Change in assumptions about future sublease income, lease termination		367
Cash payments		(664	)
Balance, February 2, 2013		1,641
Accretion of present value of liabilities		36
Change in assumptions about future sublease income, lease termination		322
Cash payments		(1,449	)
Balance, February 1, 2014	$	550

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ASSET RETIREMENT OBLIGATIONS

12 Months Ended

Feb. 01, 2014

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

NOTE 7—ASSET RETIREMENT OBLIGATIONS

        The Company records asset retirement obligations as incurred and when reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The obligation principally represents the removal of leasehold improvements from stores upon termination of store leases. The obligations are recorded as liabilities at fair value using discounted cash flows and are accreted over the lease term. Costs associated with the obligations are capitalized and amortized over the estimated remaining useful life of the asset.

        The Company has recorded a liability pertaining to the asset retirement obligation in other long-term liabilities on its consolidated balance sheet. Changes in assumptions reflect favorable experience with the rate of occurrence of obligations and expected settlement dates. The liability for asset retirement obligations activity from January 28, 2012 through February 1, 2014 is as follows:

(dollar amounts in thousands)
Asset retirement obligation at January 28, 2012	$	5,875
Additions		89
Change in assumptions		(288	)
Settlements		(11	)
Accretion expense		298
Asset retirement obligation at February 2, 2013		5,963
Additions		245
Change in assumptions		(287	)
Settlements		(12	)
Accretion expense		334
Asset retirement obligation at February 1, 2014	$	6,243

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Feb. 01, 2014	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
EARNINGS PER SHARE
Earnings from continuing operations before discontinued operations (in dollars per share)	$ (3,267)	$ 1,013	$ 5,379	$ 3,928	$ (14,320)	$ (6,695)	$ 33,034	$ 1,134	$ 7,053	$ 13,155	$ 29,128
Loss from discontinued operations, net of tax benefit of $102, $186, and $121									(188)	(345)	(225)
Net earnings	(3,331)	964	5,368	3,863	(14,543)	(6,759)	33,048	1,062	6,865	12,810	28,903
Basic average number of common shares outstanding during period									53,378,000	53,225,000	52,958,000
Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price									585,000	729,000	673,000
Diluted average number of common shares assumed outstanding during period									53,963,000	53,954,000	53,631,000
Basic earnings per share:
Earnings from continuing operations (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.62	$ 0.02	$ 0.13	$ 0.25	$ 0.55
Discontinued operations, net of tax (in dollars per share)										$ (0.01)	$ (0.01)
Basic earnings per share (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.62	$ 0.02	$ 0.13	$ 0.24	$ 0.54
Diluted earnings per share:
Earnings from continuing operations (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.61	$ 0.02	$ 0.13	$ 0.24	$ 0.54
Diluted earnings per share (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.61	$ 0.02	$ 0.13	$ 0.24	$ 0.54
Additional disclosures
Loss from discontinued operations, tax benefit									$ 102	$ 186	$ 121
Anti-dilutive stock options excluded from computation of diluted earnings per share (in shares)									937,000	859,000	870,000

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DEBT AND FINANCING ARRANGEMENTS

12 Months Ended

Feb. 01, 2014

DEBT AND FINANCING ARRANGEMENTS

DEBT AND FINANCING ARRANGEMENTS

NOTE 5—DEBT AND FINANCING ARRANGEMENTS

        The following are the components of debt and financing arrangements:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Senior Secured Term Loan, due October 2018	$	198,000		$	200,000
Revolving Credit Agreement, through July 2016		3,500			—
Long-term debt		201,500			200,000
Current maturities		(2,000	)		(2,000	)
Long-term debt less current maturities	$	199,500		$	198,000

• Senior Secured Term Loan due October 2018

        On October 11, 2012, the Company entered into the Second Amended and Restated Credit Agreement among the Company, Wells Fargo Bank, N.A., as Administrative Agent, and the other parties thereto that (i) increased the size of the Company's Senior Secured Term Loan (the "Term Loan") to $200.0 million, (ii) extended the maturity of the Term Loan from October 27, 2013 to October 11, 2018, (iii) reset the interest rate under the Term Loan to the London Interbank Offered Rate (LIBOR), subject to a floor of 1.25%, plus 3.75% and (iv) added an additional 16 of the Company's owned locations to the collateral pool securing the Term Loan. The amended and restated Term Loan was deemed to be substantially different than the prior Term Loan, and therefore the modification of the debt was treated as a debt extinguishment. The Company recorded $6.5 million of deferred financing costs related to the Second Amended and Restated Credit Agreement.

        Net proceeds from the fiscal 2012 amendment and restatement of the Term Loan together with cash on hand were used to settle the Company's outstanding interest rate swap on the Term Loan as structured prior to its amendment and restatement and to satisfy and discharge all of the Company's outstanding 7.5% Senior Subordinated Notes ("Notes") due 2014. The settlement of the interest rate swap resulted in the reclassification of $7.5 million of accumulated other comprehensive loss to interest expense. The Company recognized, in interest expense, $1.9 million of deferred financing costs related to the Notes and the Term Loan as structured prior to its amendment and restatement. The interest payment and the swap settlement payment are presented within cash flows from operations on the consolidated statement of cash flows.

        On October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together were designated as a cash flow hedge on the first $100.0 million of the Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%.

        On November 12, 2013, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement. The First Amendment reduced the interest rate payable by the Company from (i) LIBOR, subject to a 1.25% floor, plus 3.75% to (ii) LIBOR, subject to a 1.25% floor, plus 3.00%. The Company recorded $0.8 million of deferred financing costs related to the First Amendment.

        As of February 1, 2014, 142 stores collateralized the Term Loan. The amount outstanding under the Term Loan as of February 1, 2014 and February 2, 2013 was $198.0 million and $200.0 million, respectively.

• Revolving Credit Agreement Through July 2016

        The Company has a Revolving Credit Agreement among the Company, Bank of America, N.A., as Administrative Agent, and the other parties thereto providing for borrowings of up to $300.0 million and having a maturity of July 2016. The interest rate on this facility is LIBOR plus a margin of 2.00% to 2.50% for LIBOR rate borrowings or Prime plus 1.00% to 1.50% for Prime rate borrowings. The margin is based upon the then current availability under the facility. As of February 1, 2014, the Company had $3.5 million outstanding under the facility and $44.8 million of availability was utilized to support outstanding letters of credit. Taking into account the borrowing base requirements (including reduction for amounts outstanding under the supplier financing program), as of February 1, 2014 there was $161.4 million of availability remaining under the facility.

• Other Matters

        The Company's debt agreements require compliance with covenants. The most restrictive of these covenants, an earnings before interest, taxes, depreciation and amortization ("EBITDA") requirement, is triggered if the Company's availability under its Revolving Credit Agreement plus unrestricted cash drops below $50.0 million. As of February 1, 2014, the Company was in compliance with all financial covenants contained in its debt agreements. The weighted average interest rate on all debt borrowings during fiscal 2013 and 2012 was 4.9% and 5.1%, respectively.

        The Company has a supplier financing program with availability up to $200.0 million which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from suppliers. The Company, in turn, makes the regularly scheduled full supplier payments to the bank participants. The outstanding balance under the program was $129.8 million and $149.7 million under the program as of February 1, 2014 and February 2, 2013, respectively.

        The Company has letter of credit arrangements in connection with its risk management and import merchandising programs. The Company had $13.9 million and $5.2 million outstanding commercial letters of credit as of February 1, 2014 and February 2, 2013, respectively. The Company was contingently liable for $30.9 million and $32.2 million in outstanding standby letters of credit as of February 1, 2014 and February 2, 2013, respectively.

        The Company is also contingently liable for surety bonds in the amount of approximately $10.6 million and $11.5 million as of February 1, 2014 and February 2, 2013, respectively. The surety bonds guarantee certain payments (for example utilities, easement repairs, licensing requirements and customs fees).

        The annual maturities of long-term debt, for the next five fiscal years are:

(dollar amounts in thousands) Fiscal Year	Long-Term Debt
2014	$	2,000
2015		2,000
2016		5,500
2017		2,000
2018		190,000
Thereafter		—
Total	$	201,500

        Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt obligations and are considered a level 2 measure under the fair value hierarchy. The estimated fair value of long-term debt including current maturities was $203.7 million and $203.5 million as of February 1, 2014 and February 2, 2013, respectively.

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LEASE AND OTHER COMMITMENTS

12 Months Ended

Feb. 01, 2014

LEASE AND OTHER COMMITMENTS

LEASE AND OTHER COMMITMENTS

NOTE 6—LEASE AND OTHER COMMITMENTS

        In fiscal 2013, in connection with the acquisitions discussed in Note 2, the Company assumed additional lease obligations totaling $17.4 million over an average of 10 years. The aggregate minimum rental payments for all leases having initial terms of more than one year are as follows:

(dollar amounts in thousands) Fiscal Year	Operating Leases
2014	$	111,025
2015		103,824
2016		95,989
2017		88,129
2018		77,120
Thereafter		294,535
Aggregate minimum lease payments	$	770,622

        Rental expense incurred for operating leases in fiscal 2013, 2012, and 2011 was $102.3 million, $97.9 million and $91.6 million, respectively, and are recorded primarily in cost of revenues. The deferred gain for all sale leaseback transactions is being recognized as a reduction of costs of merchandise sales and costs of service revenues over the minimum term of these leases.

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INCOME TAXES

12 Months Ended

Feb. 01, 2014

INCOME TAXES

INCOME TAXES

NOTE 8—INCOME TAXES

        The components of income from continuing operations before income taxes are as follows:

	Year Ended
(dollar amounts in thousands)	February 1, 2014		February 2, 2013		January 28, 2012
Domestic	$	8,533	$	14,577	$	36,634
Foreign		757		7,923		4,954
Total	$	9,290	$	22,500	$	41,588

        The provision for income taxes includes the following:

	Year Ended
(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Current:
Federal	$	(267	)	$	(338	)	$	—
State		451			471			602
Foreign		2,132			1,636			1,557
Deferred:
Federal(a)		2,765			6,548			14,743
State		840			988			(3,887	)
Foreign		(3,684	)		40			(555	)
Total income tax expense from continuing operations(a)	$	2,237		$	9,345		$	12,460

^(a)

Excludes tax benefit recorded to discontinued operations of $0.1 million, $0.2 million and $0.1 million in fiscal years 2013, 2012 and 2011, respectively.

        A reconciliation of the statutory federal income tax rate to the effective rate for income tax expense follows:

	Year Ended
	February 1, 2014			February 2, 2013			January 28, 2012
Statutory tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax		6.0			4.1			3.2
Foreign taxes, net of federal tax		4.4			5.6			1.7
Tax credits, net of valuation allowance		(7.5	)		(3.2	)		(2.3	)
Foreign deferred adjustment		(8.4	)		—			—
Foreign tax law change impact		(3.8	)		—			—
Tax uncertainty adjustment		(3.0	)		(1.5	)		(0.1	)
Release of valuation allowance		—			—			(8.3	)
Non deductible expenses		3.5			0.5			0.7
Stock compensation		—			1.8			0.1
Other, net		(2.1	)		(0.8	)		—
		24.1	%		41.5	%		30.0	%

        Items that gave rise to the deferred tax accounts are as follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013
Deferred tax assets:
Employee compensation	$	3,544		$	5,274
Store closing reserves		673			719
Legal reserve		182			122
Benefit accruals		2,109			1,247
Net operating loss carryforwards—Federal		1,115			1,887
Net operating loss carryforwards—State		111,258			111,785
Tax credit carryforwards		26,605			16,291
Accrued leases		15,215			16,032
Interest rate derivatives		—			708
Deferred gain on sale leaseback		46,176			51,124
Deferred revenue		2,987			5,194
Other		1,312			1,874
Gross deferred tax assets		211,176			212,257
Valuation allowance		(106,695	)		(102,341	)
		104,481			109,916
Deferred tax liabilities:
Depreciation	$	33,059		$	42,400
Inventories		71,630			65,203
Real estate tax		3,300			3,214
Insurance and other		4,299			6,261
Interest rate derivatives		274			—
Debt related liabilities		3,606			3,588
		116,168			120,666
Net deferred tax (liability) asset	$	(11,687	)	$	(10,750	)

        As of February 1, 2014, the Company had available tax net operating losses that can be carried forward to future years. The Company has $1.1 million of deferred tax assets related to federal net operating loss carryforwards which begin to expire in 2027. The Company has $2.4 million of deferred tax assets related to state tax net operating loss carryforwards in unitary filing jurisdictions, of which 1.6% will expire in the next five years and a full valuation allowance has been recorded against. The balance of $108.9 million of the Company's net operating loss carryforwards are for separate company state filing jurisdictions that will expire in various years beginning in 2014. Separate company state net operating losses of $107.1 million are in the jurisdictions where the Company has recorded a full valuation allowance against its net deferred tax assets.

        The tax credit carryforward as of February 1, 2014 consists of $7.9 million of alternative minimum tax credits, $7.0 million of hiring credits and $11.7 million of various state and foreign credits. The alternative minimum tax credits have an indefinite life, while the other credits are scheduled to expire in various years starting from 2014, of which $6.7 million have valuation allowances recorded against them.

        The temporary differences between the book and tax treatment of income and expenses result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted. In fiscal year 2013, the Company recorded a benefit for gross state hiring credits of approximately $6.3 million that were impacted by a state tax law change enacted during the fiscal year that restricted the carryforward period for these credits. The Company recorded $6.7 million of gross valuation allowances on these credits and other state credit carryforwards. There was no significant change in the Company's valuation allowance position in fiscal year 2012.

        The Company and its subsidiaries' largest jurisdictions subject to income tax are U.S. federal, Puerto Rico (foreign) and various states jurisdictions, in respective order of significance. The Company's U.S. federal returns for tax years 2011 and forward are subject to examination. Foreign, state and local income tax returns are generally subject to examination for a period of three to five years after filing of the respective returns.

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(dollar amounts in thousands)	February 1, 2014			February 2, 2013			January 28, 2012
Unrecognized tax benefit balance at the beginning of the year	$	2,274		$	3,364		$	4,131
Gross increases for tax positions taken in prior years		—			—			—
Gross decreases for tax positions taken in prior years		—			(338	)		—
Gross increases for tax positions taken in current year		13			201			235
Settlements taken in current year		—			—			—
Lapse of statute of limitations		(346	)		(953	)		(1,002	)
Unrecognized tax benefit balance at the end of the year	$	1,941		$	2,274		$	3,364

        The Company recognizes potential interest and penalties for unrecognized tax benefits in income tax expense and, accordingly, the Company recognized $0.1 million in fiscal years 2013 and 2012 related to potential interest and penalties associated with uncertain tax positions. As of February 1, 2014, February 2, 2013 and January 28, 2012, the Company has recorded $0.5 million, $0.5 million, and $0.3 million, respectively, for the payment of interest and penalties which are excluded from the unrecognized tax benefit noted above.

        Unrecognized tax benefits include $0.7 million, $0.9 million, and $1.3 million, as of February 1, 2014, February 2, 2013 and January 28, 2012, respectively, that if recognized would affect the Company's annual effective tax rate. The Company does not anticipate material changes to its unrecognized tax benefits within the next twelve months.

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BENEFIT PLANS (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013
DEFERRED COMPENSATION PLAN
Percentage of employee annual salary that can be deferred	20.00%
Percentage of employee annual bonus that can be deferred	100.00%
Percentage of officer deferred bonus which is matched with Company stock	20.00%
Employer matching ratio	1.00
Vesting period of stock contribution	3 years
RABBI TRUST
Liability related to Rabbi Trust	$ 6.9	$ 6.7

XML

INTEREST RATE SWAP AGREEMENT (Details) (USD $)	12 Months Ended			0 Months Ended		12 Months Ended		3 Months Ended	0 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Oct. 27, 2012 Term loan prior to its amendment and restatement Cash flow hedging Interest rate swaps	Nov. 12, 2013 Term loan after to its amendment and restatement	Oct. 11, 2012 Term loan after to its amendment and restatement item	Feb. 01, 2014 Term loan after to its amendment and restatement	Feb. 02, 2013 Term loan after to its amendment and restatement	Oct. 27, 2012 Swap Agreement Term loan prior to its amendment and restatement	Oct. 11, 2012 Swap Agreement Term loan after to its amendment and restatement item	Feb. 01, 2014 Swap Agreement Term loan after to its amendment and restatement	Feb. 02, 2013 Swap Agreement Term loan after to its amendment and restatement
Interest rate swap agreement
Value of senior secured term loan			$ 145,000,000		$ 100,000,000				$ 100,000,000	$ 100,000,000
Fixed percentage to be paid under hedge					1.855%			5.036%	1.855%
Amount of loss recognized in earnings (effective portion)	614,000	4,676,000						7,500,000
Fair value of derivative asset										600,000
Fair value of derivative liability											1,600,000
Number of interest rate swaps designated as cash flow hedge					2				2
Notional amount of interest rate swaps					50,000,000				50,000,000
Variable interest rate base				LIBOR	LIBOR	LIBOR			LIBOR
Long-term debt	$ 201,500,000	$ 200,000,000		$ 198,000,000	$ 200,000,000	$ 198,000,000	$ 200,000,000
Floor rate on LIBOR (as a percent)				1.25%	1.25%	1.25%
Margin added to derive interest rate (as a percent)				3.00%	3.75%	3.00%

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BENEFIT PLANS (Details 3) (Plan, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 02, 2013	Jan. 28, 2012 Equities	Jan. 28, 2012 Domestic equities	Jan. 28, 2012 Non-US equities	Jan. 28, 2012 Fixed income	Feb. 02, 2013 Level 3
Weighted Average Asset Allocations
Target Asset Allocation (as a percent)		50.00%			50.00%
Weighted average asset allocations (as a percent)		50.00%	32.00%	18.00%	50.00%
Asset Allocation Ranges, Minimum (as a percent)		45.00%	28.00%	12.00%	45.00%
Asset Allocation Ranges, Maximum (as a percent)		55.00%	38.00%	22.00%	55.00%
Changes in fair value
Balance at beginning of year	$ 43,602					$ 1,334
Transfers from other investments						0
Interest income and gains	2,050					116
Administrative fees						(72)
Benefits paid during the period	(1,631)					(1,378)
Balance at end of year	$ 0					$ 0

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LEASE AND OTHER COMMITMENTS (Tables)

12 Months Ended

Feb. 01, 2014

LEASE AND OTHER COMMITMENTS

Schedule of aggregate minimum rental payments

(dollar amounts in thousands) Fiscal Year	Operating Leases
2014	$	111,025
2015		103,824
2016		95,989
2017		88,129
2018		77,120
Thereafter		294,535
Aggregate minimum lease payments	$	770,622

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DEBT AND FINANCING ARRANGEMENTS (Details) (USD $)	12 Months Ended		0 Months Ended		12 Months Ended				12 Months Ended			12 Months Ended
	Feb. 01, 2014 item	Feb. 02, 2013	Nov. 12, 2013 Senior Secured Term Loan, due October 2018	Oct. 11, 2012 Senior Secured Term Loan, due October 2018 item	Feb. 01, 2014 Senior Secured Term Loan, due October 2018	Feb. 02, 2013 Senior Secured Term Loan, due October 2018	Oct. 11, 2012 Senior Secured Term Loan, due October 2018 Cash flow hedging Interest rate swaps	Feb. 01, 2014 Revolving Credit Agreement, through July 2016	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 LIBOR rate	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Prime rate	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Minimum	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Minimum LIBOR rate	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Minimum Prime rate	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Maximum LIBOR rate	Feb. 01, 2014 Revolving Credit Agreement, through July 2016 Maximum Prime rate	Feb. 02, 2013 7.50% Senior Subordinated Notes, due December 2014	Feb. 01, 2014 Vendor financing program	Feb. 02, 2013 Vendor financing program	Feb. 01, 2014 Commercial letters of credit	Feb. 02, 2013 Commercial letters of credit	Feb. 01, 2014 Standby letters of credit	Feb. 02, 2013 Standby letters of credit
Debt and financing arrangements
Long-term debt	$ 201,500,000	$ 200,000,000	$ 198,000,000	$ 200,000,000	$ 198,000,000	$ 200,000,000		$ 3,500,000
Current maturities	(2,000,000)	(2,000,000)
Long-term debt less current maturities	199,500,000	198,000,000
Variable interest rate base			LIBOR	LIBOR	LIBOR				LIBOR	Prime
Floor rate on LIBOR (as a percent)			1.25%	1.25%	1.25%
Margin added to derive interest rate (as a percent)			3.00%	3.75%	3.00%							2.00%	1.00%	2.50%	1.50%
Number of stores collateralized				16
Number of collateralized stores	142
Deferred financing costs			800,000			6,500,000
Interest rate on debt instrument (as a percent)																7.50%
Amount of loss reclassified from accumulated other comprehensive loss to interest expense	614,000	4,676,000														7,500,000
Amortization of financing costs and discounts																1,900,000
Number of interest rate swaps designated as cash flow hedge				2
Notional amount							50,000,000
Value of term loan				100,000,000
Fixed percentage to be paid under hedge				1.855%
Maximum borrowing facility								300,000,000
Outstanding borrowings								3,500,000
Outstanding letters of credit								44,800,000											13,900,000	5,200,000	30,900,000	32,200,000
Available borrowing capacity remaining								161,400,000
Minimum borrowing availability required to prevent the triggering of an EBITDA requirement covenant											50,000,000
Weighted average interest rate (as a percent)	4.90%	5.10%
Vendor financing program
Trade payable program availability																	200,000,000
Trade payable program liability	129,801,000	149,718,000															129,800,000	149,700,000
Amount for which the entity is contingently liable for surety bonds	10,600,000	11,500,000
Annual maturities of long-term debt for the next five fiscal years
2014	2,000,000
2015	2,000,000
2016	5,500,000
2017	2,000,000
2018	190,000,000
Long-term debt	201,500,000	200,000,000	198,000,000	200,000,000	198,000,000	200,000,000		3,500,000
Long-term debt estimated fair value	$ 203,700,000	$ 203,500,000

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BENEFIT PLANS

12 Months Ended

Feb. 01, 2014

BENEFIT PLANS

BENEFIT PLANS

NOTE 13—BENEFIT PLANS

DEFINED BENEFIT AND CONTRIBUTION PLANS

        The Company continues to maintain the non-qualified defined contribution portion of the SERP plan (the "Account Plan") for key employees designated by the Board of Directors. On January 31, 2014, the Account Plan was amended to eliminate the retirement plan contributions that have historically been made by the Company effective for calendar year 2015. The Company's contribution expense for the Account Plan was $0.8 million, $0.1 million and $0.3 million for fiscal 2013, 2012 and 2011, respectively.

        The Company has a qualified 401(k) savings plan and a separate savings plan for employees residing in Puerto Rico, which cover all full-time employees who are at least 21 years of age with one or more years of service. The Company contributes the lesser of 50% of the first 6% of a participant's contributions or 3% of the participant's compensation under both savings plans. For fiscal 2012 and 2011, the Company's contributions were conditional upon the achievement of certain pre-established financial performance goals which were not met in fiscal 2012 or 2011. Employer contributions for fiscal 2013 were not conditional. The Company's savings plans' contribution expense was $3.5 million in fiscal 2013.

        During the fourth quarter of fiscal 2012, the Company terminated its defined benefit pension plan and contributed $14.1 million to fully fund the plan on a termination basis. Accordingly, the Company has no further defined benefit pension expense. The participants' benefits were converted into a lump sum cash payment or an annuity contract placed with an insurance carrier. The Company used a fiscal year end measurement date for determining the benefit obligation and the fair value of Plan assets. The actuarial computations were made using the "projected unit credit method." Variances between actual experience and assumptions for costs and returns on assets were amortized over the remaining service lives of employees under the Plan.

        Pension expense is as follows:

	Year Ended
(dollar amounts in thousands)	February 2, 2013			January 28, 2012
Service cost	$	—		$	—
Interest cost		2,170			2,558
Expected return on plan assets		(2,658	)		(2,745	)
Amortization of prior service cost		13			14
Recognized actuarial loss		1,896			1,499
Net Period Pension Cost		1,421			1,326
Settlement Charge		17,753			—
Net Period Pension Cost	$	19,174		$	1,326

        The following actuarial assumptions were used to determine benefit obligation and pension expense:

	Year Ended
	February 2, 2013			January 28, 2012
Benefit obligation assumptions:
Discount rate		N/A			4.60	%
Rate of compensation increase		N/A			N/A
Pension expense assumptions:
Discount rate		4.60	%		5.70	%
Expected return on plan assets		6.80	%		6.80	%
Rate of compensation expense		N/A			N/A

        The Company selected the discount rate for the benefit obligation at February 2, 2013 to reflect a rate commensurate with a model bond portfolio with durations that match the expected payment patterns of the plans. To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of a long-term rate of return on assets of 6.80% for fiscal 2012 and fiscal 2011.

        The following table sets forth the reconciliation of the benefit obligation, fair value of plan assets and funded status of the Company's defined benefit plans:

	Year ended
(dollar amounts in thousands)	February 2, 2013
Change in benefit obligation:
Benefit obligation at beginning of year	$	53,974
Interest cost		2,170
Actuarial loss		3,621
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Benefit obligation at end of year	$	—
Change in plan assets:
Fair value of plan assets at beginning of year	$	43,602
Actual return on plan assets (net of expenses)		2,050
Employer contributions		14,113
Settlements paid		(58,134	)
Benefits paid		(1,631	)
Fair value of plan assets at end of year	$	—
Unfunded status at fiscal year end	$	—
Net amounts recognized on consolidated balance sheet at fiscal year end
Noncurrent benefit liability (included in other long-term liabilities)	$	—
Net amount recognized at fiscal year end	$	—
Amounts recognized in accumulated other comprehensive income (pre-tax) at fiscal year end
Actuarial loss	$	—
Prior service cost		—
Net amount recognized at fiscal year end	$	—
Other comprehensive (income) loss attributable to change in pension liability recognition	$	(15,433	)
Accumulated benefit obligation at fiscal year end	$	—
Other information
Employer contributions expected in fiscal 2013	$	—
Estimated actuarial loss and prior service cost amortization in fiscal 2013	$	—

• Plan Assets and Investment Policy

        Investment policies were established in accordance with the Company's Benefits Committee (the "Committee") responsibilities to the participants of the Plan and its beneficiaries, and in accordance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The objective of the Plan was to meet current and future benefit payment needs within the constraints of diversification and prudent risk taking. The Plan was diversified across asset classes to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation. Investment objectives for each asset class were determined based on specific risks and investment opportunities identified. The Company believes that the diversification of its assets minimizes the risk due to concentration of the Plan assets.

        The Company updated its long-term, strategic asset allocations annually using various analytics to determine the optimal asset mix and consideration of plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions (such as private equity and real estate), and the timing of benefit payments and contributions. Short term investments and exchange-traded derivatives were used to rebalance the actual asset allocation to the target asset allocation. The asset allocation was monitored and rebalanced on a monthly basis.

        The manager of the investments provided advice and recommendations to help the Committee discharge its fiduciary responsibilities in furtherance of the Plan's goals and objectives. The manager had the discretion to allocate assets among funds within each asset class to conform to strategic targets and ranges established by the Committee. The target asset allocation was 50% equity securities and 50% fixed income. The investment policy requires that the asset allocation be maintained within certain ranges. The weighted average asset allocations and asset allocation ranges by asset category were as follows:

Weighted Average Asset Allocations

	January 28, 2012			Asset Allocation Ranges
Total equities		50	%		45 - 55	%
Domestic equities		32	%		28 - 38	%
Non-US equities		18	%		12 - 22	%
Fixed income		50	%		45 - 55	%

        Generally, investments are valued based on information in financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisal by qualified persons, transactions and bona fide offers. Money market funds are valued using a market approach based on the quoted market prices of identical instruments. These investments are classified within Level 1 of the fair value hierarchy.

        Domestic equities, non-US equities, and both long duration fixed income securities consist of collective trust ("CT") funds. CT funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. CT funds are valued at their net asset values that are calculated by the investment manager of the fund and have daily or monthly liquidity. These investments are classified within Level 2 of the fair value hierarchy.

        Guaranteed annuity contracts ("GACs") are annuity insurance contracts. GACs are primarily invested in public bonds with some small placement in common stock, private placement bonds and commercial mortgage products. The GACs are valued based on unobservable inputs, as observable inputs are not available, using valuation methodologies to determine fair value. GACs are deemed to be Level 3 investments.

        The following table provides a summary of changes in fair value of Level 3 financial assets during fiscal 2012:

(dollar amounts in thousands)	Fair Value
Balance, January 28, 2012	$	1,334
Transfers from other investments		—
Interest income and gains		116
Administrative fees		(72	)
Benefits paid during the period		(1,378	)
Balance, February 2, 2013	$	—

DEFERRED COMPENSATION PLAN

        The Company maintains a non-qualified deferred compensation plan that allows its officers and certain other employees to defer up to 20% of their annual salary and 100% of their annual bonus. The first 20% of an officer's bonus deferred into the Company's stock was matched by the Company on a one-for-one basis with Company stock that vests and is expensed over three years. The shares required to satisfy distributions of voluntary bonus deferrals and the accompanying match in the Company's stock are issued from its treasury account. On January 31, 2014, the Company amended the deferred compensation plan to eliminate the automatic matching employer contributions effective for fiscal 2014.

RABBI TRUST

        The Company establishes and maintains a deferred liability for the non-qualified deferred compensation plan and the Account Plan. The Company plans to fund this liability by remitting the officers' deferrals to a Rabbi Trust where these are invested in variable life insurance policies. These assets are included in non-current other assets and are considered to be a Level 2 measure within the fair value hierarchy. Accordingly, all gains and losses on these underlying investments, which are held in the Rabbi Trust to fund the deferred liability, are recognized in the Company's Consolidated Statement of Operations. Under these plans, there were liabilities of $6.9 million at February 1, 2014 and $6.7 million at February 2, 2013, respectively, which are recorded primarily in other long-term liabilities.

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QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Feb. 01, 2014

QUARTERLY FINANCIAL DATA (UNAUDITED)

QUARTERLY FINANCIAL DATA (UNAUDITED)

NOTE 18—QUARTERLY FINANCIAL DATA (UNAUDITED)

														(Loss) / Earnings Per Share from Continuing Operations
								(Loss) / Earnings from Continuing Operations												(Loss) / Earnings Per Share						Market Price Per Share
	Total Revenues		Gross Profit		Operating (Loss) / Profit						(Loss) / Earnings
														Basic			Diluted			Basic			Diluted			High		Low
Year Ended February 1, 2014
4th quarter	$	495,733	$	104,016	$	(6,614	)	$	(3,267	)	$	(3,331	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	13.86	$	11.36
3rd quarter		507,042		122,812		7,641			1,013			964			0.02			0.02			0.02			0.02			13.05		11.01
2nd quarter		527,619		138,708		17,748			5,379			5,368			0.10			0.10			0.10			0.10			12.94		11.14
1st quarter		536,173		121,840		3,521			3,928			3,863			0.07			0.07			0.07			0.07			12.14		10.29
Year Ended February 2, 2013
4th quarter	$	530,847	$	117,206	$	(16,394	)	$	(14,320	)	$	(14,543	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	11.16	$	9.48
3rd quarter		509,608		116,040		3,791			(6,695	)		(6,759	)		(0.13	)		(0.13	)		(0.13	)		(0.13	)		10.57		8.76
2nd quarter		525,671		130,601		16,315			33,034			33,048			0.62			0.61			0.62			0.61			14.93		8.67
1st quarter		524,604		127,652		7,940			1,134			1,062			0.02			0.02			0.02			0.02			15.46		14.90

The sum of individual share amounts may not equal due to rounding.

        In the fourth quarter of fiscal 2012, the Company recorded on a pre-tax basis, a $17.8 million pension settlement charge. In the third quarter of fiscal 2012 the Company recorded, on a pre-tax basis, an asset impairment charge of $8.8 million and refinancing costs of $11.2 million. In the second quarter of fiscal 2012, the Company recorded, on a pre-tax basis, merger settlement proceeds, net of costs of $42.8 million. There were no cash dividends paid in Fiscal 2013 or Fiscal 2012.

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OTHER CURRENT ASSETS (Details) (USD $) In Thousands, unless otherwise specified	Feb. 01, 2014	Feb. 02, 2013
OTHER CURRENT ASSETS
Reinsurance receivable	$ 61,182	$ 59,160
Income taxes receivable	1,643	668
Other	580	610
Other current assets	$ 63,405	$ 60,438

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EQUITY COMPENSATION PLANS (Tables)

12 Months Ended

Feb. 01, 2014

EQUITY COMPENSATION PLANS

Schedule of options under plan

	Fiscal Year 2013
	Shares			Weighted Average Exercise Price
Outstanding—beginning of year		1,678,593		$	8.20
Granted		308,963			11.86
Exercised		(188,652	)		7.16
Forfeited		(84,514	)		11.02
Expired		(55,919	)		13.48
Outstanding—end of year		1,658,471			8.67
Vested and expected to vest options—end of year		1,630,736			8.62
Options exercisable—end of year		1,158,960			7.53

Schedule of weighted average fair value at grant date and intrinsic value of options exercised

 The following table summarizes information about options during the last three fiscal years (dollars in thousands except per option):

	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per option	$	5.11	$	4.65	$	5.38
Intrinsic value of options exercised	$	1,059	$	874	$	202

Schedule of non-vested PSUs and RSUs

	Number of PSUs			Number of RSUs			Total			Weighted Average Fair Value
Nonvested at February 2, 2013		651,305			145,295			796,600		$	9.67
Granted		259,986			77,607			337,593			12.23
Forfeited		(235,778	)		(7,442	)		(243,220	)		9.30
Vested		—			(65,515	)		(65,515	)		11.57
Nonvested at February 1, 2014		675,513			149,945			825,458			10.68

Schedule of information about RSUs

(dollar amounts in thousands)	Fiscal 2013		Fiscal 2012		Fiscal 2011
Weighted average fair value at grant date per unit	$	12.23	$	9.48	$	10.45
Fair value at vesting date	$	758	$	768	$	1,498
Intrinsic value at conversion date	$	525	$	218	$	896
Tax benefits realized from conversions	$	197	$	82	$	336

Schedule of weighted-average assumptions

	Year ended
	February 1, 2014	February 2, 2013	January 28, 2012
Dividend yield	0%	0%	1.0%
Expected volatility	53%	58%	58%
Risk-free interest rate range:
High	0.7%	0.6%	1.9%
Low	0.7%	0.5%	1.6%
Ranges of expected lives in years	4 - 5	4 - 5	4 - 5

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Loss from discontinued operations, tax benefit	$ 102	$ 186	$ 121

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ACQUISITIONS

12 Months Ended

Feb. 01, 2014

ACQUISITIONS

ACQUISITIONS

NOTE 2—ACQUISITIONS

        During the third quarter of 2013, the Company paid $10.7 million to purchase 18 Service & Tire Centers located in Southern California from AKH Company, Inc., which had operated under the name Discount Tire Centers. This acquisition was financed using cash on hand. Collectively, the acquired stores produced approximately $26.1 million in sales annually based on unaudited pre-acquisition historical information. Revenues attributable to the acquired stores are currently immaterial to date. The results of operations of these acquired stores are included in the Company's results of operations as of the date of acquisition.

        The Company expensed all costs related to this acquisition during Fiscal 2013. The total costs related to this acquisition were immaterial and are included in the consolidated statement of operations within selling, general and administrative expenses.

        The Company has recorded its initial accounting for this acquisition in accordance with accounting guidance on business combinations. The purchase price of the acquisition was preliminarily allocated to tangible assets of approximately $0.8 million and $0.1 million in intangible assets, with the remaining $9.9 million recorded as goodwill. The goodwill was primarily related to growth opportunities and assembled workforces, and is deductible for tax purposes. The Company expects to finalize its purchase price allocation by the end of the 2^nd quarter of fiscal 2014. The Company believes that any subsequent adjustments to the purchase price allocation will not be material.

        As the acquisition was immaterial to the Company's operating results for year ended February 1, 2014, pro forma results of operations are not disclosed.

        During fiscal 2011, the Company made three separate acquisitions. The Company acquired the assets related to seven service and tire centers located in the Seattle-Tacoma area, the assets related to seven service and tire centers located in the Houston, Texas area and all outstanding shares of capital stock of Tire Stores Group Holding Corporation which operated an 85-store chain in Florida, Georgia and Alabama under the name Big 10. Collectively, the acquired stores produced approximately $94.7 million (unaudited) in sales annually based on pre-acquisition historical information. The total purchase price of these stores was approximately $42.6 million in cash and the assumption of certain liabilities. The acquisitions were financed through cash flows provided by operations. The results of operations of these acquired stores are included in the Company's results from their respective acquisition dates.

        The Company has recorded its accounting for these acquisitions in accordance with accounting guidance on business combinations. The acquisitions resulted in goodwill related to, among other things, growth opportunities and assembled workforces. A portion of the goodwill is expected to be deductible for tax purposes. The Company has recorded finite-lived intangible assets at their estimated fair value related to trade names, favorable and unfavorable leases.

        The Company expensed all costs related to these acquisitions during fiscal 2011. The total costs related to these acquisitions were $1.5 million and are included in the consolidated statement of operations within selling, general and administrative expenses.

        The purchase price of the acquisitions has been allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill on the basis of estimated fair values. The allocation is as follows:

(dollar amounts in thousands)	As of Acquisition Dates
Current assets	$	11,421
Intangible assets		950
Other non-current assets		9,149
Current liabilities		(13,817	)
Long-term liabilities		(9,458	)
Total net identifiable assets acquired	$	(1,755	)
Total consideration transferred, net of cash acquired	$	42,614
Less: total net identifiable assets acquired		(1,755	)
Goodwill	$	44,369

        Intangible assets consist of trade names ($0.6 million) and favorable leases ($0.3 million). Long-term liabilities include unfavorable leases ($9.1 million). The trade names are being amortized over their estimated useful life of 3 years. The favorable and unfavorable lease intangible assets and liabilities are being amortized to rent expense over their respective lease terms, ranging from 2 to 16 years. Amortization expense for the favorable and unfavorable leases over the next four years is approximately $0.6 million per year. Deferred tax assets in the amount of $6.8 million are primarily recorded in other non-current liabilities.

        Sales for the fiscal 2011 acquired stores totaled $63.9 million from acquisition date through January 28, 2012. The net loss for the acquired stores for the period from acquisition date through January 28, 2012 was $2.0 million, excluding transition related expenses.

        As the acquisitions (including Big 10) were immaterial to the operating results both individually and in aggregate for the fifty-two week periods ended January 28, 2012 and January 29, 2011, pro forma results for the fifty-two week period ended January 28, 2012 are not presented.

        In 2011, the Company recorded a reduction to the contingent consideration of $0.7 million related to one of the Company's acquisitions. The reversal of contingent consideration was recorded to selling, general and administrative expenses in the consolidated statements of operations.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Changes in accumulated other comprehensive income (loss)
Beginning balance	$ (980)
Other comprehensive income	1,359	16,669	(621)
Ending balance	379	(980)
Other comprehensive income before reclassifications, tax effect	584
Amounts reclassified from accumulated other comprehensive income (loss), tax effect	230
Gains and Losses on Cash Flow Hedges
Changes in accumulated other comprehensive income (loss)
Beginning balance	(980)
Other comprehensive income before reclassifications, net of $584 tax	975
Amounts reclassified from accumulated other comprehensive income (loss), net of $230 tax	384
Other comprehensive income	1,359
Ending balance	$ 379

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QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $)	3 Months Ended								12 Months Ended
	Feb. 01, 2014	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Feb. 02, 2013	Oct. 27, 2012	Jul. 28, 2012	Apr. 28, 2012	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
QUARTERLY FINANCIAL DATA
Total Revenues	$ 495,733,000	$ 507,042,000	$ 527,619,000	$ 536,173,000	$ 530,847,000	$ 509,608,000	$ 525,671,000	$ 524,604,000	$ 2,066,568,000	$ 2,090,730,000	$ 2,063,627,000
Gross Profit	104,016,000	122,812,000	138,708,000	121,840,000	117,206,000	116,040,000	130,601,000	127,652,000	487,377,000	491,500,000	509,529,000
Operating (Loss) / Profit	(6,614,000)	7,641,000	17,748,000	3,521,000	(16,394,000)	3,791,000	16,315,000	7,940,000	22,298,000	11,654,000	65,570,000
(Loss) / Earnings from Continuing Operations	(3,267,000)	1,013,000	5,379,000	3,928,000	(14,320,000)	(6,695,000)	33,034,000	1,134,000	7,053,000	13,155,000	29,128,000
(Loss) / Earnings	(3,331,000)	964,000	5,368,000	3,863,000	(14,543,000)	(6,759,000)	33,048,000	1,062,000	6,865,000	12,810,000	28,903,000
Loss) / Earnings Per Share from Continuing Operations
Basic (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.62	$ 0.02	$ 0.13	$ 0.25	$ 0.55
Diluted (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.61	$ 0.02	$ 0.13	$ 0.24	$ 0.54
(Loss) / Earnings Per Share
Basic (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.62	$ 0.02	$ 0.13	$ 0.24	$ 0.54
Diluted (in dollars per share)	$ (0.06)	$ 0.02	$ 0.10	$ 0.07	$ (0.27)	$ (0.13)	$ 0.61	$ 0.02	$ 0.13	$ 0.24	$ 0.54
Cash Dividends Per Share (in dollars per share)									$ 0	$ 0	$ 0.12
Market price per share, High	$ 13.86	$ 13.05	$ 12.94	$ 12.14	$ 11.16	$ 10.57	$ 14.93	$ 15.46
Market price per share, Low	$ 11.36	$ 11.01	$ 11.14	$ 10.29	$ 9.48	$ 8.76	$ 8.67	$ 14.90
Pension settlement charge					17,800,000					17,753,000
Asset impairment charge						8,800,000			7,659,000	10,555,000	1,619,000
Refinancing costs						11,200,000
Merger settlement proceeds, net of costs							$ 42,800,000			$ 42,816,000

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SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Feb. 01, 2014

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(dollar amounts in thousands)

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts		Deductions(1)		Balance at End of Period
	(in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended February 1, 2014	$	1,302	$	2,563	$	—	$	2,546	$	1,320
Year ended February 2, 2013	$	1,303	$	2,479	$	—	$	2,480	$	1,302
Year ended January 28, 2012	$	1,551	$	2,434	$	—	$	2,682	$	1,303

⁽¹⁾

Uncollectible accounts written off.

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts(2)		Deductions(2)		Balance at End of Period
	(in thousands)
SALES RETURNS AND ALLOWANCES:
Year ended February 1, 2014	$	896	$	—	$	62,596	$	62,686	$	806
Year ended February 2, 2013	$	773	$	—	$	63,068	$	62,945	$	896
Year ended January 28, 2012	$	1,056	$	—	$	61,425	$	61,708	$	773

⁽²⁾

Sales return and allowance activity is recorded through a reduction of merchandise sales and costs of merchandise sales.

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STORE CLOSURES AND ASSET IMPAIRMENTS (Tables)

12 Months Ended

Feb. 01, 2014

STORE CLOSURES AND ASSET IMPAIRMENTS

Schedule of assets held for disposal

	Year Ended
(dollar amounts in thousands)	February 1, 2014
Land	$	1,348
Building and improvements		3,946
Accumulated depreciation		(3,281	)
Property and equipment—net	$	2,013
Number of properties		4

Schedule of activity in the reserve for closed locations

(dollar amounts in thousands)
Balance, January 29, 2011	$	1,241
Accretion of present value of liabilities		53
Change in assumptions about future sublease income, lease termination		310
Cash payments		674
Balance, January 28, 2012		(477	)
Accretion of present value of liabilities		1,801
Provision for closed locations		137
Change in assumptions about future sublease income, lease termination		367
Cash payments		(664	)
Balance, February 2, 2013		1,641
Accretion of present value of liabilities		36
Change in assumptions about future sublease income, lease termination		322
Cash payments		(1,449	)
Balance, February 1, 2014	$	550

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EARNINGS PER SHARE

12 Months Ended

Feb. 01, 2014

EARNINGS PER SHARE

EARNINGS PER SHARE

NOTE 12—EARNINGS PER SHARE

        The following schedule presents the calculation of basic and diluted earnings per share for earnings from continuing operations:

		Year Ended
	(dollar amounts in thousands, except per share amounts)	February 1, 2014			February 2, 2013			January 28, 2012
(a)	Earnings from continuing operations before discontinued operations	$	7,053		$	13,155		$	29,128
	Loss from discontinued operations, net of tax benefit of $102, $186 and $121		(188	)		(345	)		(225	)
	Net earnings	$	6,865		$	12,810		$	28,903
(b)	Basic average number of common shares outstanding during period		53,378			53,225			52,958
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price		585			729			673
(c)	Diluted average number of common shares assumed outstanding during period		53,963			53,954			53,631
	Basic earnings per share:
	Earnings from continuing operations (a/b)	$	0.13		$	0.25		$	0.55
	Discontinued operations, net of tax		—			(0.01	)		(0.01	)
	Basic earnings per share	$	0.13		$	0.24		$	0.54
	Diluted earnings per share:
	Earnings from continuing operations (a/c)	$	0.13		$	0.24		$	0.54
	Discontinued operations, net of tax		—			—			—
	Diluted earnings per share	$	0.13		$	0.24		$	0.54

        Certain stock options were excluded from the calculations of diluted earnings per share because their exercise prices were greater than the average market price of the common shares for the period then ended and therefore would be anti-dilutive. The total number of such shares excluded from the diluted earnings per share calculation was 937,000; 859,000; and 870,000 as of February 1, 2014, February 2, 2013, and January 28, 2012, respectively.