Retirement Plans

The Company has a funded defined benefit plan (“Pension Plan”) and a defined contribution plan (“Retirement Plan”) which cover substantially all employees who work 1,000 hours or more in a year. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions. In addition, the Company has an unfunded defined benefit supplementary retirement plan (“SERP”), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 2, 2012, the SERP was closed to new participants.

In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees will no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits attributable to service in subsequent periods will be provided through defined contribution plans. As a result of these changes, the Company recognized reductions in the projected benefit obligations of the Pension Plan of $254 million and the SERP of $42 million as of February 2, 2013.

Pension Plan

The following provides a reconciliation of benefit obligations, plan assets, and funded status of the Pension Plan as of February 2, 2013 and January 28, 2012:



	2012			2011
	(millions)
Change in projected benefit obligation
Projected benefit obligation, beginning of year	$	3,458		$	3,024
Service cost	117			102
Interest cost	157			160
Actuarial loss	283			375
Benefits paid	(206		)	(203		)
Actuarial gain due to curtailment	(254		)	—
Projected benefit obligation, end of year	3,555			3,458
Changes in plan assets
Fair value of plan assets, beginning of year	3,069			2,804
Actual return on plan assets	374			93
Company contributions	150			375
Benefits paid	(206		)	(203		)
Fair value of plan assets, end of year	3,387			3,069
Funded status at end of year	$	(168	)	$	(389	)
Amounts recognized in the Consolidated Balance Sheets at February 2, 2013 and January 28, 2012
Other liabilities	$	(168	)	$	(389	)
Amounts recognized in accumulated other comprehensive loss at February 2, 2013 and January 28, 2012
Net actuarial loss	$	1,326		$	1,558
Prior service credit	—			(1		)
	$	1,326		$	1,557

The accumulated benefit obligation for the Pension Plan was $3,496 million as of February 2, 2013 and $3,178 million as of January 28, 2012.

Net pension costs and other amounts recognized in other comprehensive loss for the Pension Plan included the following actuarially determined components:



	2012			2011			2010
	(millions)
Net Periodic Pension Cost
Service cost	$	117		$	102		$	99
Interest cost	157			160			158
Expected return on assets	(253		)	(248		)	(218		)
Amortization of net actuarial loss	141			88			61
Amortization of prior service credit	(1		)	(1		)	(1		)
	161			101			99
Other Changes in Plan Assets and Projected Benefit Obligation Recognized in Other Comprehensive Loss
Net actuarial (gain) loss	(91		)	530			(9		)
Amortization of net actuarial loss	(141		)	(88		)	(61		)
Amortization of prior service credit	1			1			1
	(231		)	443			(69		)
Total recognized in net periodic pension cost and other comprehensive loss	$	(70	)	$	544		$	30

The estimated net actuarial loss for the Pension Plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2013 is $142 million.

The following weighted average assumptions were used to determine the projected benefit obligations for the Pension Plan at February 2, 2013 and January 28, 2012:



	2012		2011
Discount rate	4.15	%	4.65	%
Rate of compensation increases	4.50	%	4.50	%

The following weighted average assumptions were used to determine the net periodic pension cost for the Pension Plan:



	2012		2011		2010
Discount rate	4.65	%	5.40	%	5.65	%
Expected long-term return on plan assets	8.00	%	8.00	%	8.75	%
Rate of compensation increases	4.50	%	4.50	%	4.50	%

The Pension Plan’s assumptions are evaluated annually and updated as necessary.

The discount rate used to determine the present value of the projected benefit obligation for the Pension Plan is based on a yield curve constructed from a portfolio of high quality corporate debt securities with various maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate for the projected benefit obligation.

The Company develops its expected long-term rate of return on plan asset assumption by evaluating input from several professional advisors taking into account the asset allocation of the portfolio and long-term asset class return expectations, as well as long-term inflation assumptions. Expected returns for each major asset class are considered along with their volatility and the expected correlations among them. These expectations are based upon historical relationships as well as forecasts of how future returns may vary from historical returns. Returns by asset class and correlations among asset classes are combined using the target asset allocation to derive an expected return for the portfolio as a whole. Long-term historical returns of the portfolio are also considered. Portfolio returns are calculated net of all expenses, therefore, the Company also analyzes expected costs and expenses, including investment management fees, administrative expenses, Pension Benefit Guaranty Corporation premiums and other costs and expenses.

The Company develops its rate of compensation increase assumption on an age-graded basis based on recent experience and reflects an estimate of future compensation levels taking into account general increase levels, seniority, promotions and other factors. The salary increase assumption is used to project employees’ pay in future years and its impact on the projected benefit obligation for the Pension Plan.

The assets of the Pension Plan are managed by investment specialists with the primary objectives of payment of benefit obligations to Plan participants and an ultimate realization of investment returns over longer periods in excess of inflation. The Company employs a total return investment approach whereby a mix of domestic and foreign equity securities, fixed income securities and other investments is used to maximize the long-term return on the assets of the Pension Plan for a prudent level of risk. Risks are mitigated through the asset diversification and the use of multiple investment managers. The target allocation for plan assets is currently 55% equity securities, 30% debt securities, 10% real estate and 5% private equities.

The Company generally employs investment managers to specialize in a specific asset class. These managers are chosen and monitored with the assistance of professional advisors, using criteria that include organizational structure, investment philosophy, investment process, performance compared to market benchmarks and peer groups.

The Company periodically conducts an analysis of the behavior of the Pension Plan’s assets and liabilities under various economic and interest rate scenarios to ensure that the long-term target asset allocation is appropriate given the liabilities.

The fair values of the Pension Plan assets as of February 2, 2013, excluding interest and dividend receivables and pending investment purchases and sales, by asset category are as follows:



	Fair Value Measurements
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(millions)
Cash and cash equivalents	$	204	$	—	$	204	$	—
Equity securities:
U.S.	832		290		542		—
International	818		—		818		—
Fixed income securities:
U. S. Treasury bonds	136		—		136		—
Other Government bonds	34		—		34		—
Agency backed bonds	6		—		6		—
Corporate bonds	338		—		338		—
Mortgage-backed securities and forwards	102		—		102		—
Asset-backed securities	24		—		24		—
Pooled funds	303		—		303		—
Other types of investments:
Real estate	280		—		—		280
Hedge funds	154		—		—		154
Private equity	160		—		—		160
Total	$	3,391	$	290	$	2,507	$	594

The fair values of the Pension Plan assets as of January 28, 2012, excluding interest and dividend receivables and pending investment purchases and sales, by asset category are as follows:



	Fair Value Measurements
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(millions)
Cash and cash equivalents	$	240	$	—	$	240	$	—
Equity securities:
U.S.	805		251		554		—
International	648		—		648		—
Fixed income securities:
U. S. Treasury bonds	128		—		128		—
Other Government bonds	31		—		31		—
Agency backed bonds	5		—		5		—
Corporate bonds	310		—		310		—
Mortgage-backed securities and forwards	112		—		112		—
Asset-backed securities	21		—		21		—
Pooled funds	266		—		266		—
Other types of investments:
Real estate	228		—		—		228
Hedge funds	143		—		—		143
Private equity	162		—		—		162
Total	$	3,099	$	251	$	2,315	$	533

Corporate bonds consist primarily of investment grade bonds of U.S. issuers from diverse industries.

The fair value of the real estate, hedge funds and private equity investments represents the reported net asset value of shares or underlying assets of the investment. Private equity and real estate investments are valued using fair values per the most recent financial reports provided by the investment sponsor, adjusted as appropriate for any lag between the date of the financial reports and the Company’s reporting date. The real estate investments are diversified across property types and geographical areas primarily in the United States of America. Private equity investments generally consist of limited partnerships in the United States of America, Europe and Asia. The hedge fund investments are through a fund of funds approach.

Due to the nature of the underlying assets of the real estate, hedge funds and private equity investments, changes in market conditions and the economic environment may significantly impact the net asset value of these investments and, consequently, the fair value of the Pension Plan’s investments. These investments are redeemable at net asset value to the extent provided in the documentation governing the investments. However, these redemption rights may be restricted in accordance with the governing documents. Redemption of these investments is subject to restrictions including lock-up periods where no redemptions are allowed, restrictions on redemption frequency and advance notice periods for redemptions. As of February 2, 2013 and January 28, 2012, certain of these investments are generally subject to lock-up periods, ranging from three to fifteen years, certain of these investments are subject to restrictions on redemption frequency, ranging from daily to twice per year, and certain of these investments are subject to advance notice requirements, ranging from sixty-day notification to ninety-day notification. As of February 2, 2013 and January 28, 2012, the Pension Plan had unfunded commitments related to certain of these investments totaling $144 million and $109 million, respectively.

The following table sets forth a summary of changes in fair value of the Pension Plan’s level 3 assets for 2012 and 2011:



	2012			2011
	(millions)
Balance, beginning of year	$	533		$	488
Actual gain on plan assets:
Relating to assets still held at the reporting date	7			9
Relating to assets sold during the period	23			22
Purchases	71			48
Sales	(40		)	(34		)
Balance, end of year	$	594		$	533

During 2012 and 2011, the Company made funding contributions to the Pension Plan totaling $150 million and $375 million, respectively. The Company is currently planning to make a funding contribution to the Pension Plan of approximately $150 million in 2013.

The following benefit payments are estimated to be paid from the Pension Plan:



	(millions)
Fiscal year
2013	$	255
2014	248
2015	245
2016	242
2017	238
2018-2022	1,121

Supplementary Retirement Plan

The following provides a reconciliation of benefit obligations, plan assets and funded status of the supplementary retirement plan as of February 2, 2013 and January 28, 2012:



	2012			2011
	(millions)
Change in projected benefit obligation
Projected benefit obligation, beginning of year	$	771		$	688
Service cost	6			6
Interest cost	35			36
Actuarial loss	76			90
Benefits paid	(51		)	(49		)
Actuarial gain due to curtailment	(42		)	—
Projected benefit obligation, end of year	795			771
Change in plan assets
Fair value of plan assets, beginning of year	—			—
Company contributions	51			49
Benefits paid	(51		)	(49		)
Fair value of plan assets, end of year	—			—
Funded status at end of year	$	(795	)	$	(771	)
Amounts recognized in the Consolidated Balance Sheets at February 2, 2013 and January 28, 2012
Accounts payable and accrued liabilities	$	(58	)	$	(55	)
Other liabilities	(737		)	(716		)
	$	(795	)	$	(771	)
Amounts recognized in accumulated other comprehensive loss at February 2, 2013 and January 28, 2012
Net actuarial loss	$	212		$	195
Prior service credit	—			(1		)
	$	212		$	194

The accumulated benefit obligation for the supplementary retirement plan was $788 million as of February 2, 2013 and $739 million as of January 28, 2012.

Net pension costs and other amounts recognized in other comprehensive loss for the supplementary retirement plan included the following actuarially determined components:



	2012			2011			2010
	(millions)
Net Periodic Pension Cost
Service cost	$	6		$	6		$	6
Interest cost	35			36			37
Amortization of net actuarial loss	17			8			3
Amortization of prior service credit	(1		)	(1		)	(1		)
	57			49			45
Other Changes in Plan Assets and Projected Benefit Obligation Recognized in Other Comprehensive Loss
Net actuarial loss	34			90			22
Amortization of net actuarial loss	(17		)	(8		)	(3		)
Amortization of prior service credit	1			1			1
	18			83			20
Total recognized in net periodic pension cost and other comprehensive loss	$	75		$	132		$	65

The estimated net actuarial loss for the supplementary retirement plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2013 is $19 million.

The following weighted average assumptions were used to determine the projected benefit obligations for the supplementary retirement plan at February 2, 2013 and January 28, 2012:



	2012		2011
Discount rate	4.15	%	4.65	%
Rate of compensation increases	4.90	%	4.90	%

The following weighted average assumptions were used to determine net pension costs for the supplementary retirement plan:



	2012		2011		2010
Discount rate	4.65	%	5.40	%	5.65	%
Rate of compensation increases	4.90	%	4.90	%	4.90	%

The supplementary retirement plan’s assumptions are evaluated annually and updated as necessary.

The discount rate used to determine the present value of the projected benefit obligation for the supplementary retirement plan is based on a yield curve constructed from a portfolio of high quality corporate debt securities with various maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate for the projected benefit obligation.

The following benefit payments are estimated to be funded by the Company and paid from the supplementary retirement plan:



	(millions)
Fiscal year
2013	$	58
2014	61
2015	61
2016	64
2017	58
2018-2022	262

Retirement Plan

The Retirement Plan includes a voluntary savings feature for eligible employees. The Company’s contribution is based on a stated matching contribution rate based on an employee’s eligible savings. The matching contribution rate is currently higher for those employees not eligible for the Pension Plan than for employees eligible for the Pension Plan. Expense for the Retirement Plan amounted to $14 million for 2012, $10 million for 2011 and $9 million for 2010.

Beginning January 1, 2014, the Company's matching contribution to the Retirement Plan will be enhanced for all participating employees, with limited exceptions.

Deferred Compensation Plan

The Company has a deferred compensation plan wherein eligible executives may elect to defer a portion of their compensation each year as either stock credits or cash credits. The Company transfers shares to a trust to cover the number management estimates will be needed for distribution on account of stock credits currently outstanding. At February 2, 2013 and January 28, 2012, the liability under the plan, which is reflected in other liabilities on the Consolidated Balance Sheets, was $44 million and $45 million, respectively. Expense for 2012, 2011 and 2010 was immaterial.