Retirement Benefits

12 Months Ended

Feb. 01, 2020

The Company sponsors a tax-qualified defined contribution retirement plan and a non-qualified supplemental retirement plan for substantially all of its associates within the U.S. Participation in the tax-qualified plan is available to associates who meet certain age and service requirements. Participation in the non-qualified plan is available to associates who meet certain age, service, job level and compensation requirements.

The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $79 million for 2019, $76 million for 2018 and $68 million for 2017.

The non-qualified plan is an unfunded plan which provides benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. The plan permits participating associates to elect contributions up to a maximum percentage of eligible compensation. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible compensation and years of service. The plan also permits participating associates to defer additional compensation up to a maximum amount which the Company does not match. Associates’ accounts are credited with interest using a fixed rate determined by the Company and reviewed by the Compensation Committee of the Board of Directors prior to the beginning of each year. Associate contributions and the related interest vest immediately. Company contributions, along with related interest, are subject to vesting based on years of service. Associates may elect in-service distributions for the unmatched additional deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in annual installments over a specified period of up to 10 years.

The definitive agreement between the Company and Sycamore for the sale to Sycamore of the 55% interest in Victoria's Secret requires that the Company terminate its non-qualified supplemental retirement plan as of the closing with respect to participants affected by the sale and for all other participants within six months. On March 11, 2020, the Compensation Committee of the Board of Directors authorized management of the Company to take steps to terminate the plan as to all participants. The timing and specifics of such termination have not yet been determined. Any remaining benefits and obligations under the non-qualified plan are expected to be paid out in full approximately one year following the applicable termination. For additional information regarding the Victoria's Secret transaction, see Note 23, "Subsequent Events."

The following table provides the Company’s annual activity for this plan and year-end liability, included in Other Long-term Liabilities on the Consolidated Balance Sheets, as of February 1, 2020 and February 2, 2019:



	February 1, 2020			February 2, 2019
	(in millions)
Balance at Beginning of Year	$	278		$	269
Contributions:
Associate	8			10
Company	12			11
Interest	14			13
Distributions	(32		)	(25		)
Balance at End of Year	$	280		$	278

Total expense recognized related to the non-qualified plan was $26 million for 2019, $24 million for 2018 and $20 million for 2017.