Pension Plans and Other Retirement Benefits

Pension

TJX has a funded defined benefit retirement plan that covers eligible U.S. employees hired prior to February 1, 2006. No employee contributions are required, or permitted, and benefits are based principally on compensation earned in each year of service. TJX’s funded defined benefit retirement plan assets are invested in domestic and international equity and fixed income securities, both directly and through investment funds. The plan does not invest in TJX securities. TJX also has an unfunded supplemental retirement plan that covers certain key employees and provides additional retirement benefits based on final average compensation for certain of those employees (the “primary benefit”) or, alternatively, based on benefits that would be provided under the funded retirement plan absent Internal Revenue Code limitations (the “alternative benefit”).

Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or “funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the fiscal years indicated. The Company has elected the practical expedient pursuant to ASU 2015-4– Compensation-retirement benefits (Topic 715) and has selected the measurement date of January 31, the calendar month end closest to the Company’s fiscal year end.



	Funded Plan Fiscal Year Ended						Unfunded Plan Fiscal Year Ended
In thousands	February 2, 2019			February 3, 2018			February 2, 2019			February 3, 2018
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	1,404,089		$	1,269,010		$	91,047		$	86,309
Service cost	45,342			46,845			2,391			1,888
Interest cost	54,355			55,301			3,600			3,316
Actuarial (gains)/losses	(38,304		)	67,232			5,955			4,580
Settlements	(207,369		)	—			—			—
Benefits paid	(33,226		)	(30,993		)	(6,234		)	(5,046		)
Expenses paid	(3,717		)	(3,306		)	—			—
Projected benefit obligation at end of year	$	1,221,170		$	1,404,089		$	96,759		$	91,047
Accumulated benefit obligation at end of year	$	1,100,358		$	1,277,216		$	80,166		$	77,668



	Funded Plan Fiscal Year Ended						Unfunded Plan Fiscal Year Ended
In thousands	February 2, 2019			February 3, 2018			February 2, 2019			February 3, 2018
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,417,531		$	1,176,960		$	—		$	—
Actual return on plan assets	(27,884		)	174,870			—			—
Employer contribution	100,000			100,000			6,234			5,046
Settlements	(207,369		)	—			—			—
Benefits paid	(33,226		)	(30,993		)	(6,234		)	(5,046		)
Expenses paid	(3,717		)	(3,306		)	—			—
Fair value of plan assets at end of year	$	1,245,335		$	1,417,531		$	—		$	—
Reconciliation of funded status:
Projected benefit obligation at end of year	$	1,221,170		$	1,404,089		$	96,759		$	91,047
Fair value of plan assets at end of year	1,245,335			1,417,531			—			—
Funded status – excess (asset) obligation	$	(24,165	)	$	(13,442	)	$	96,759		$	91,047
Net (asset) liability recognized on consolidated balance sheets	$	(24,165	)	$	(13,442	)	$	96,759		$	91,047
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss):
Prior service cost	$	1,558		$	1,935		$	—		$	—
Accumulated actuarial losses	264,160			243,761			30,709			28,164
Amounts included in accumulated other comprehensive income (loss)	$	265,718		$	245,696		$	30,709		$	28,164

The Consolidated Balance Sheets reflect the funded status of the plans with any unrecognized prior service cost and actuarial gains and losses recorded in accumulated other comprehensive income (loss). The combined net accrued liability of $72.6 million at February 2, 2019 is reflected on the balance sheet as of that date as a current liability of $4.7 million, a long-term liability of $92.1 million, and a long-term asset of $24.2 million. The combined net accrued liability of $77.6 at February 3, 2018 is reflected on the balance sheet as of that date as a current liability of $2.4 million, a long-term liability of $88.6 million, and a long-term asset of $13.4 million.

The estimated prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in fiscal 2020 for the funded plan is $0.4 million. The estimated net actuarial loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in fiscal 2020 is $17.7 million for the funded plan and $3.7 million for the unfunded plan.

TJX determined the assumed discount rate using the BOND: Link model in fiscal 2019 and fiscal 2018. TJX uses the BOND: Link model as this model allows for the selection of specific bonds resulting in better matches in timing of the plans’ expected cash flows. Presented below are weighted average assumptions for measurement purposes for determining the obligation at the year-end measurement date:



	Funded Plan Fiscal Year Ended		Unfunded Plan Fiscal Year Ended
	February 2, 2019	February 3, 2018	February 2, 2019	February 3, 2018
Discount rate	4.30%	4.00%	4.10%	3.80%
Rate of compensation increase	4.00%	4.00%	6.00%	6.00%

TJX made aggregate cash contributions of $106.2 million in fiscal 2019, $105.0 million in fiscal 2018 and $54.6 million in fiscal 2017 to the funded plan and to fund current benefit and expense payments under the unfunded plan. TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code. We do not anticipate any required funding in fiscal 2020 for the funded plan. We anticipate making contributions of $4.8 million to provide current benefits coming due under the unfunded plan in fiscal 2020.

The following are the components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) related to our pension plans:



	Funded Plan Fiscal Year Ended									Unfunded Plan Fiscal Year Ended
In thousands	February 2, 2019			February 3, 2018			January 28, 2017			February 2, 2019			February 3, 2018			January 28, 2017
Net periodic pension cost:
Service cost	$	45,342		$	46,845		$	45,440		$	2,391		$	1,888		$	1,835
Interest cost	54,355			55,301			56,094			3,600			3,316			3,391
Expected return on plan assets	(79,190		)	(69,345		)	(70,535		)	—			—			—
Amortization of prior service cost	377			377			377			—			—			—
Amortization of net actuarial loss	12,250			21,557			31,397			3,409			2,852			3,349
Settlement charge	36,122			—			31,173			—			—			—
Total expense	$	69,256		$	54,735		$	93,946		$	9,400		$	8,056		$	8,575
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net (gain) loss	$	68,770		$	(38,293	)	$	17,894		$	5,955		$	4,580		$	740
Amortization of net (loss)	(12,250		)	(21,557		)	(31,397		)	(3,409		)	(2,852		)	(3,349		)
Settlement charge	(36,122		)	—			(31,173		)	—			—			—
Amortization of prior service cost	(377		)	(377		)	(377		)	—			—			—
Total recognized in other comprehensive income (loss)	$	20,021		$	(60,227	)	$	(45,053	)	$	2,546		$	1,728		$	(2,609	)
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	89,277		$	(5,492	)	$	48,893		$	11,946		$	9,784		$	5,966
Weighted average assumptions for expense purposes:
Discount rate	4.00%/4.40%			4.40%			4.80%/3.80%			3.80%			4.00%			4.20%
Expected rate of return on plan assets	6.00%/6.00%			6.00%			6.50%/6.00%			N/A			N/A			N/A
Rate of compensation increase	4.00%			4.00%			4.00%			6.00%			6.00%			6.00%

During the third quarter of fiscal 2019, TJX annuitized and transferred current pension obligations for certain U.S. retirees and beneficiaries under the funded plan through the purchase of a group annuity contract with an insurance company. TJX transferred $207.4 million of pension plan assets to the insurance company, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in a non-cash pre-tax pension settlement charge of $36.1 million, which is reported separately on the Consolidated Statements of Income. As a result of the annuity purchase the Company re-measured the funded status of its pension plan as of September 30, 2018. The assumptions for pension expense presented above includes a discount rate of 4.00% through the measurement date and 4.40% thereafter. The expected rate of return on plan assets is 6.00% through the measurement date and 6.00% thereafter. The discount rate for determining the obligation at the measurement date is 4.40%.

During the third quarter of fiscal 2017, TJX offered eligible former TJX Associates, who had not yet commenced receiving their pension benefit, an opportunity to receive a lump sum payout of their vested pension benefit. On October 21, 2016, the Company’s pension plan paid $103.2 million from pension plan assets to those who accepted this offer, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in a non-cash pre-tax pension settlement charge of $31.2 million, which is reported separately on the Consolidated Statements of Income. As a result of the lump sum payout the Company re-measured the funded status of its pension plan as of September 30, 2016. The assumptions for pension expense presented above includes a discount rate of 4.80% through the measurement date and 3.80% thereafter. The expected rate of return on plan assets is 6.50% through the measurement date and 6.00% thereafter.

The rate of compensation increase presented for the unfunded plan (for measurement purposes and expense purposes) is the rate assumed for participants eligible for the primary benefit. The assumed rate of compensation increase for participants eligible for the alternative benefit under the unfunded plan is the same rate as assumed for the funded plan.

TJX develops its long-term rate of return assumption by evaluating input from 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.

The unrecognized gains and losses in excess of 10% of the projected benefit obligation are amortized over the average remaining service life of participants.

The following is a schedule of the benefits expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter:



In thousands	Funded Plan Expected Benefit Payments		Unfunded Plan Expected Benefit Payments
Fiscal Year
2020	$	25,557	$	4,799
2021	30,134		3,684
2022	35,072		4,625
2023	40,515		47,780
2024	46,200		6,104
2025 through 2029	313,971		32,706

The following table presents the fair value hierarchy (See Note F – Fair Value Measurements of Notes to Consolidated Financial Statements) for pension assets measured at fair value on a recurring basis as of February 2, 2019 and February 3, 2018:



	Funded Plan at February 2, 2019
In thousands	Level 1		Level 2		Total
Asset category:
Short-term investments	$	111,803	$	—	$	111,803
Equity Securities	226,042		—		226,042
Fixed Income Securities:
Corporate and government bond funds	—		376,438		376,438
Futures Contracts	—		1,029		1,029
Total assets in the fair value hierarchy	$	337,845	$	377,467	$	715,312
Assets measured at net asset value*	—		—		530,023
Fair value of assets	$	337,845	$	377,467	$	1,245,335



	Funded Plan at February 3, 2018
In thousands	Level 1		Level 2		Total
Asset category:
Short-term investments	$	109,183	$	—	$	109,183
Equity Securities	279,635		—		279,635
Fixed Income Securities:
Corporate and government bond funds	—		420,117		420,117
Futures Contracts	—		337		337
Total assets in the fair value hierarchy	$	388,818	$	420,454	$	809,272
Assets measured at net asset value*	—		—		608,259
Fair value of assets	$	388,818	$	420,454	$	1,417,531



*	In accordance with Subtopic 820-10, certain investments that were measured using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of assets presented above.

Pension plan assets are reported at fair value. Investments in equity securities traded on a national securities exchange are valued at the composite close price, as reported in the Wall Street Journal, as of the financial statement date. This information is provided by the independent pricing sources.

Short-term investments are primarily cash related to funding of the plan which had yet to be invested as of balance sheet dates.

Certain corporate and government bonds are valued at the closing price reported in the active market in which the bond is traded. Other bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. All bonds are priced by independent pricing sources.

Assets measured at net asset value include investments in limited partnerships which are stated at the fair value of the plan’s partnership interest based on information supplied by the partnerships as compared to financial statements of the limited partnership or other fair value information as determined by management. Cash equivalents or short-term investments are stated at cost which approximates fair value, and the fair value of common/collective trusts is determined based on net asset value as reported by their fund managers.

The following is a summary of TJX’s target allocation guidelines for qualified pension plan assets as of February 2, 2019 along with the actual allocation of qualified pension plan assets as of the valuation date for the fiscal years presented:



	Target Allocation	February 2, 2019	February 3, 2018
Return-seeking assets	50%	43%	47%
Liability-hedging assets	50%	49%	46%
All other – primarily cash	—%	8%	7%

Under TJX’s investment policy, plan assets are to be invested with the objective of generating investment returns that, in combination with funding contributions, provide adequate assets to meet all current and reasonably anticipated future benefit obligations under the plan. The investment policy includes a dynamic asset allocation strategy, whereby, over time, in connection with any improvements in the plan’s funded status, the target allocation of return-seeking assets (generally, equities and other instruments with similar risk profile) may decline and the target allocation of liability-hedging assets (generally, fixed income and other instruments with a similar risk profile) may increase. Risks are sought to be mitigated through asset diversification and the use of multiple investment managers. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

Other Retirement Benefits

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for all eligible U.S. employees and a similar type of plan for eligible employees in Puerto Rico. Employees may contribute up to 50% of eligible pay, subject to limitations. TJX matches employee contributions, up to 5% of eligible pay, including a basic match at rates of 25% or 75% (based upon date of hire and other eligibility criteria) plus a discretionary match, generally up to 25%, based on TJX’s performance. TJX may also make additional discretionary contributions. Eligible employees are automatically enrolled in the U.S. plan at a 2% deferral rate, unless the employee elects otherwise. The total cost to TJX for these plans was $60.8 million in fiscal 2019, $54.5 million in fiscal 2018 and $45.6 million in fiscal 2017. The plans previously included a TJX stock fund in which participants could invest a portion of TJX’s matching contribution. The TJX stock fund was closed to new investments, other than reinvestment of dividends, at the end of calendar 2015 and was eliminated from the plans during fiscal 2019. The TJX stock fund represented 3.9% of plan assets at December 31, 2017.

TJX also has a nonqualified savings plan (the Executive Savings Plan) for certain U.S. employees. TJX matches employee deferrals at various rates which amounted to $6.0 million in fiscal 2019, $6.3 million in fiscal 2018 and $5.8 million in fiscal 2017. Although the plan is unfunded, in order to help meet its future obligations TJX transfers an amount generally equal to employee deferrals and the related company match to a separate “rabbi” trust. The trust assets, which are invested in a variety of mutual funds, are included in other assets on the balance sheets.

In addition to the plans described above, TJX also contributes to retirement/deferred savings plans for eligible Associates at certain of its foreign subsidiaries. We contributed $15.3 million for these plans in fiscal 2019, $12.6 million for these plans in fiscal 2018 and $10.2 million in fiscal 2017.

Multiemployer Pension Plans

TJX contributes to certain multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover union-represented employees. TJX contributed $18.5 million in fiscal 2019, $16.3 million in fiscal 2018 and $14.5 million in fiscal 2017 to the Legacy Plan of the National Retirement Fund (EIN #13-6130178, plan #1), the Adjustable Plan of the National Retirement Fund (EIN #13-6130178, plan #2), and their respective successor funds described below. TJX was listed in the Form 5500 for the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund as providing more than 5% of the total contributions for the plan year ending December 31, 2017. Based on information available to TJX, effective January 1, 2018 a portion of each of the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund was transferred to the Legacy Plan of the UNITE HERE Retirement Fund (EIN #82-0994119, plan #1) and the Adjustable Plan of the UNITE HERE Retirement Fund (EIN #82-0994119, plan #2), respectively, two newly established multiemployer defined benefit pension plans. In addition, based on information available to TJX, the Pension Protection Act Zone Status for each of the Legacy Plan of the National Retirement Fund and the Legacy Plan of the UNITE HERE Retirement Fund is Critical and rehabilitation plans have been implemented.

The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in certain respects, including the following: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (c) if we cease to have an obligation to contribute to a multiemployer plan in which we had been a contributing employer, or in certain other circumstances, we may be required to pay to the plan an amount based on our allocable share of the underfunded status of the plan, referred to as a withdrawal liability.