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THE TJX COMPANIES, INC.
2018 ANNUAL REPORT
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35557 Cover CC2019 copy.indd 1
4/16/19 4:33 PM
C O N S O L I D A T E D P E R F O R M A N C E
SUCCEEDING IN MANY TYPES OF ENVIRONMENTS
STEADY EARNINGS
GROWTH 1
42
36
30
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91*
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19
(FY)
15 16 17 18
19
GLOBAL STORE GROWTH POTENTIAL
CURRENT COUNTRIES, CURRENT CONCEPTS
REINVESTING IN OUR BUSINESS,
RETURNING VALUE TO SHAREHOLDERS
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
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$
Marmaxx
(U.S.)
HomeGoods
& Homesense
(U.S.) 2
TJX
Canada
TJX
International
(Europe and
Australia)
Total
TJX 3
Store Count FYE19
Long-Term Potential
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
(FY)
15
19
15
19
15
19
Net Cash
from Operating
Activities
Property
Additions
Share Repurchases
Dividend Payments
1 FY15 adjusted EPS of $1.58 excludes the negative impact of a second quarter debt extinguishment charge of $.01 per share from GAAP EPS of $1.57. FY17 adjusted EPS of $1.77
excludes the negative impact of $.04 per share from a debt extinguishment charge and a pension settlement charge from GAAP EPS of $1.73. FY18 adjusted EPS of $1.93 excludes a
$0.09 per share net benefit due to items related to the 2017 Tax Act (primarily due to the deferred tax liability reduction and lower corporate tax rate, net of Associate bonuses, retirement
plan contributions, and contributions to charitable foundations), an estimated $0.06 per share benefit from the 53rd week, and a $0.05 per share impairment charge related to Sierra
from GAAP EPS of $2.02. FY19 adjusted EPS of $2.11 excludes a $0.34 per share net benefit due to items related to the 2017 Tax Act (primarily due to a lower corporate tax rate), and
a $0.02 per share pension settlement charge from GAAP EPS of $2.43. 2Long-term potential includes 1,000 HomeGoods and 400 Homesense stores. 3FYE19 total store count includes
35 Sierra stores.
35557 Cover CC2019 copy.indd 2
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TO OUR FELLOW SHAREHOLDERS:
We delivered another year of excellent performance
in 2018, following many successful years over our 42-
year history! For the 52-week year, we reached $39
billion in sales, which is more than double our sales
a decade ago and a 9% increase over the 53-week
period in the prior year. We significantly exceeded
our comparable store sales plan, delivering a 6%
increase over the prior year’s 2% growth. We were
most pleased that each of our four major divisions,
Marmaxx, HomeGoods, TJX Canada, and TJX
International, drove strong
comparable sales growth for
the year driven by significant
customer traffic increases.
We are convinced we grew
our market share in the
U.S., Canada, Europe, and
Australia as our great values
and treasure-hunt shopping
experience continue to appeal to consumers around
the world. In our history as a Company, we have had
an annual comparable store sales decline in only one
year! Further, 2018 marks our 23rd consecutive year
of annual comparable store sales increases and
our 22nd straight year of dividend increases.
23
STRAIGHT
YEARS OF
COMP
INCREASES
Net income rose to $3.1 billion in 2018 and adjusted
earnings per share were $2.11 for the year, increasing
9% over the prior year’s adjusted $1.93 and exceeding
our expectations.1 Our long track record of consistent
growth speaks to the power of our flexible business
model and our decades of off-price experience
across our global organization. Overall, we grew
total square footage by 4%, adding a net total of 236
stores, including expanding our newer businesses,
Homesense and Sierra in the U.S., and T.K. Maxx in
Australia. We ended the fiscal year with 4,306 stores
and are proud of our store growth, particularly in
another year of thousands of retail store closings. We
also made important investments in our distribution
capabilities and systems to support our growth plans.
We were extremely proud to employ approximately
270,000 Associates worldwide at year end.
FOUR POWERFUL DIVISIONS
We operate four powerful divisions, each with great
growth potential. All of our major divisions have more
than two decades of operating expertise—developing
vendor relationships and regional consumer knowledge,
and building our internal teams, infrastructure, and
supply chain. We see the depth of our global expertise
as a major advantage as we pursue our growth
strategies around the world. Long term, we see the
potential to grow TJX by approximately 1,800 stores
to about 6,100 total stores. This growth reflects the
potential we see with just our current chains in just
our current countries alone. In 2019, we expect to
open approximately 230 net new stores, which would
bring our year-end total to more than 4,500 stores and
represent about 5% store growth.
At MARMAXX, sales surpassed $24 billion in 2018! We
achieved an outstanding 7% comparable store sales
increase, led by customer traffic gains. Marmaxx drove
these results with a comp store base that averages
20 years in age, which is a remarkable reflection of
the fundamental strength and continued consumer
appeal of our largest division. We were particularly
pleased with the excellent performance within both
our apparel and home categories, and the consistency
we saw across our regions. We are convinced that
Marmaxx continues to have a long runway for growth.
We are pursuing many initiatives to keep driving
shoppers to our stores and investing in our growth
by expanding our distribution capacity. Long term, as
we fill in existing markets and expand further into rural
and exurban markets that have been so successful
for us, we see the potential to grow Marmaxx to 3,000
T.J. Maxx and Marshalls stores, combined.
In 2018, the HOMEGOODS division delivered a 4%
comparable store sales increase while opening 94
more stores, including 12 Homesense stores, our
second U.S. home concept launched in 2017.
Our customers are loving Homesense, which we
differentiate from HomeGoods, primarily with the
merchandise assortment, to drive traffic to both retail
banners. While we are by far the largest off-price,
home fashions retailer in the U.S., the addressable
home fashions market in the U.S. is vast. We see an
enormous opportunity to grow both HomeGoods and
Homesense in this country, to approximately 1,000
HomeGoods and 400 Homesense stores. To support
our rapid growth, we are making important investments
in our distribution network over at least the next couple
of years to increase our capacity. We are excited about
the potential we see to keep bringing our eclectic home
assortments to more new markets and consumers!
1
35557 4P Insert CC2019.indd 1
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TJX CANADA, which includes Winners, HomeSense,
and Marshalls, had another terrific year, driving 4%
comparable store sales growth. We are proud to be
Canada’s only major off-price apparel and home
fashions retailer! We have built a very loyal customer
following in this country. Our loyalty program in
Canada, called TJXStyle+, continues its strong
momentum and is another way for us to engage with
shoppers and encourage more frequent visits and
cross shopping. We are confident that significant
opportunity remains to grow this division throughout
Canada, and believe we will grow this division to 600
stores across our three chains.
TJX INTERNATIONAL, which includes T.K. Maxx
and Homesense and spans six European countries and
Australia, delivered significantly improved performance
in 2018. Total sales surpassed $5 billion and comparable
store sales grew 3%, despite the challenging retail
landscape in Europe. In the U.K., we feel very good
about the fact that the gap between our comp sales
and that of other major U.K. brick-and-mortar retailers
continued to widen in 2018 as we pursued opportunities
to capture additional market share. We also took
advantage of opportunities to open new vendor doors
throughout Europe to bring shoppers even more
selections of branded merchandise. T.K. Maxx in
Australia delivered very strong sales and brought our
concept to even more shoppers. We see vast potential
to continue growing this division throughout our current
countries, to approximately 1,100 stores.
Our E-COMMERCE businesses had another year of
double-digit sales growth. In the U.S., at tjmaxx.com,
we added new categories and well over a thousand
new brands. We are very excited about our planned
newnew
launch
launch
launch of e-commerce for Marshalls later this year.
Our strategy with our marshalls.com site will be to
OurOur
OurOur strategy
strategy
OurOur strategy
leverage our experience with tjmaxx.com and the TJX
leverage
leverage
Digital, U.S. organization and distribution capabilities.
U.S.
Digital, U.S.
U.S.
U.S.
Digital,
Digital,
Digital,
Similar to to how how
Similar
Similar
Similar
Similar to how we differentiate our stores, we plan
to offer a differentiated mix of merchandise online
differentiated
offer a a differentiated
differentiated
differentiated
offer
to maximize multi-channel engagement and offer
totototo maximize
consumers an even broader assortment to drive
consumers anan
consumers
sales. We We
sales.
sales.
incremental sales.
incremental
incremental sales. We also recently rebranded Sierra
Post to to Sierra.
Trading Post to Sierra. In the U.K., we are very pleased
Sierra.
Sierra.
Sierra.
Trading Post
Trading
tkmaxx.com
with the growth of tkmaxx.com and the success of our
tkmaxx.com
growth of of tkmaxx.com
tkmaxx.com
withwith the the growth
click-and-collect program.
program.
program.
program.
click-and-collect
click-and-collect program. Across our e-commerce
pleased
pleased
pleased
platforms, we we are are pleased
platforms,
platforms, we are pleased to offer consumers the
convenience of shopping us 24/7, with a strategy
of shopping
shopping us us us us
convenience of
convenience
that is complementary to our enormously successful
enormously
our enormously
our
complementary
that is is complementary
complementary
complementary to
complementary to to
complementary
that
brick-and-mortar stores and right for our business.
right
right
right
stores and and right
brick-and-mortar stores
brick-and-mortar
brick-and-mortar stores
brick-and-mortar
stores
brick-and-mortar stores
brick-and-mortar
multi-channel
maximize multi-channel
KEY STRENGTHS GIVING US CONFIDENCE
TJX is the largest off-price retailer of apparel and home
fashions worldwide! We have enormous confidence
in our continued successful growth around the world.
We operate an extremely flexible business model
that has allowed us to navigate through many kinds
of economic and retail environments. Over our 40-
plus years, we have driven steady sales and earnings
growth while opening thousands of stores around the
world. In a retail environment that is changing rapidly
and with the growth of e-commerce in general, we
see TJX in a position of strength. We believe the
depth of our off-price knowledge and expertise in
the U.S. and internationally is unmatched. Our key
advantages, which differentiate us from so many
other retailers, are major reasons we have great
confidence in our Company.
First and foremost, we are all about value, which
has been at the core of our Company from the start.
More than low prices, we deliver value through a
combination of brand, fashion, price, and quality.
Importantly, we offer great values on comparable
merchandise versus regular prices at both full
price brick-and-mortar and major online retailers.
The overall growth of e-commerce in today’s retail
landscape is making our value proposition even
more visible for consumers. We are convinced that
our value proposition will continue to resonate with
consumers and allow us to grow our market share
around the world.
21,000+
VENDORS
AND
GROWING
Our best-in-class buying
organization, which now
numbers approximately
1,100 Associates, vast
vendor universe of over
21,000 vendors, and
global store base are
major strengths. We run multiple retail chains
across nine countries around the world, but we
operate as “One TJX,” leveraging our global
presence, including talent, infrastructure, ideas,
and expertise across all our geographies. We
take pride in being a teaching organization and
training our Associates to share knowledge and
develop the next generation of leaders of our
Company. We are committed to championing
our culture of teamwork and developing our
people, which we believe helps us attract and
retain the best talent for TJX.
2
35557 4P Insert CC2019.indd 2
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We view ourselves as leaders in flexibility in the
retail industry. With our portfolio of chains around
the world, we reach consumers across a wide
demographic and offer them a wide selection of
quality, branded merchandise. We are disciplined
in managing our inventories to allow our buyers
the flexibility to buy close to need, to react rapidly
to consumer preferences and take advantage of
the best opportunities, hot categories, and fashion
trends in the marketplace. We develop mutually
beneficial relationships with our vendors and
are flexible in our dealings with them. We offer
vendors a highly efficient and discreet avenue to
clear merchandise. Our logistics and systems
are designed to support our off-price model and
extreme flexibility, another key advantage. All of
this flexibility leads to our exciting and eclectic,
fast-changing assortment of merchandise and our
ability to ship the right product to the right stores,
at the right time, all at extraordinary values.
GREAT
VALUE
EVERY
DAY
DRIVING CUSTOMER TRAFFIC AND COMPS
Our mission is to deliver great value to our
customers every day! We are convinced that
executing on this mission is the most important
factor in our continuing to drive customer traffic
and comparable store sales gains and to capture
more market share around the globe. In addition
to our excellent values, we see many advantages
to our treasure-hunt shopping experience.
We are convinced that the ability to touch-and-
feel merchandise will continue to resonate with
consumers across our
geographies. Our physical
store formats make it easy
for consumers
to shop
a wide variety of items
across multiple categories
in a very time-efficient way.
Our stores are also generally
in locations that are easy-to-access and visited
frequently by consumers. With our rapidly turning
in-store inventories, we always have something
new to surprise and “WOW” our customers! We
continue to upgrade the shopping experience by
listening to our customers and incorporating their
valuable feedback into our store renovations. In
2018, we were again very pleased with our customer
satisfaction scores. In 2019, we are planning to
remodel approximately 275 stores. We have been
building the trust of our customers in neighborhoods
and communities for over four decades!
In 2019, we will strive to make our shopping experience
even more exciting and drive more consumers to our
stores and online. We are focused on continuing to
grow awareness for all of our retail banners globally.
We take an integrated approach with our marketing
to reach consumers wherever they are spending their
time, which is increasingly on their mobile devices and
digital platforms. We love the creative approach of
our marketing campaigns across divisions, which are
centered around educating new and infrequent shoppers
while keeping us top of mind for our existing customers.
We continue to leverage digital media to engage with
consumers and are happy to see our customers using
social media to share their excitement of the finds
they have discovered in our businesses. Our digital
media initiatives engage a wide range of customers—
especially younger customers—which is excellent
for our future. Further, we are very pleased with the
growth of our loyalty programs, which encourage
more frequent shopping visits and cross shopping our
retail banners. We see great opportunity to continue
growing these programs this year to drive even higher
member engagement.
FINANCIAL STRENGTH AND SHAREHOLDER
DISTRIBUTIONS
Our financial strength and flexibility give us great
confidence. Our strong financial returns and cash
generation allow us to simultaneously invest in
the growth of the business and return cash to
shareholders. Our disciplined approach to capital
allocation resulted in a strong return on invested
capital in 2018 and is one of the highest we have seen
in the retail industry.2 Our “A+” S&P Global rating is
one of the strongest in retail, and we believe it is
an important metric for our vendors, landlords, and
other business associates. In 2018, we generated
$4.1 billion in cash from operations and increased
our shareholder distributions. We spent a total of
$2.5 billion to repurchase stock, retiring 51.8 million
shares, and increased the per-share dividend by 25%,
marking our 22nd straight year of dividend increases.
We remain committed to maintaining our strong credit
rating and continuing our dividend and share buyback
programs. In April of 2019, our Board of Directors
approved an 18% increase in the current per-share
dividend, which represents the 23rd consecutive year
of dividend increases. Over this period of time, our
Company’s dividend has risen at a compound annual
rate of 22%. Further, in 2019, we expect to continue
3
35557 4P Insert CC2019.indd 3
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our significant share buyback program, with
approximately $1.75 to $2.25 billion of repurchases
planned for the year. These
actions underscore our
confidence in our ability to
continue delivering strong,
profitable sales and cash
flows, and generate superior
financial returns.
22
STRAIGHT
YEARS OF
DIVIDEND
INCREASES
OUTLOOK FOR 2019 AND BEYOND
Looking ahead, for 2019, we have many initiatives
underway to keep increasing our market share
around the world while driving profitable growth for
our shareholders. We are strongly positioned to
drive top-line sales growth and customer traffic
gains. For the year, we are planning total sales
growth of 5% to 6% and comparable store sales to
be up 2% to 3%. Our earnings per share estimates
reflect continued pressure from headwinds due
to significant investments to support growth,
including adding to our distribution capacity and
systems capabilities, as well as freight and wage
increases. We are confident in our ability to achieve
our plans for the year. Beyond this year, we expect
the cost headwinds to persist. At the same time,
we are laser focused on identifying opportunities
to partially mitigate the expense pressures in ways
that protect our successful, flexible business model
and our shopping experience for customers.
To reiterate, we feel great about our ability to continue
driving customer traffic and comparable store sales
increases, expanding our global store base, and our
top-line growth potential overall. We are energized
for 2019 and have a long-term vision for growth. We
believe we have the right strategies in place to grow
TJX for today and the future, around the globe!
REAL VALUE IN CORPORATE RESPONSIBILITY
We believe that our Company brings real value
to the world just as we deliver real value to our
customers in our stores and online every day. Our
“smart for business, good for the world” thinking
has been our philosophy at TJX throughout our 40-
plus year history. We are particularly proud of our
culture, which promotes our core values of honesty,
integrity, and treating each other with dignity
and respect. Our global Corporate Responsibility
efforts are part of the fabric of who we are and reflect
these core values. By investing in our Associates
and communities, being mindful of our impact
on the environment, and operating our business
ethically, we help address the interests of our many
stakeholders, including our Associates, customers,
communities, vendors, and shareholders. As our
corporate responsibility programs continue to
evolve, we remain committed to working to make
a positive, sustainable impact on the world in
which we live and conduct business. We invite our
shareholders to learn more about our corporate
responsibility programs on our website, tjx.com, in
the Responsibility section, where we report on our
progress across these four pillars: Our Workplace,
Our Communities, Environmental Sustainability,
and Responsible Business.
BOARD OF DIRECTORS AND OUR GRATITUDE
We would like to gratefully acknowledge the service
of José Alvarez who stepped down from our Board
of Directors last year. José served as a Director
since 2007 and made numerous contributions to
our Company over many years. We wish José and
his family our very best in the future.
We also were delighted to welcome Rosemary Berkery
to our Board of Directors in 2018. Her broad range of
experience in financial service roles and management
of complex organizations is an excellent complement
to our Board. We very much look forward to working
with Rosemary as we continue to pursue TJX’s many
avenues for global growth.
It is our people who bring our business to life every
day for our customers, and we would like to sincerely
thank our Associates around the globe for their hard
work and dedication. We are also grateful to our new
and existing customers for their patronage. Finally,
we thank our fellow shareholders, vendors, and other
business associates for their ongoing support.
Carol Meyrowitz
EXECUTIVE CHAIRMAN
OF THE BOARD
Ernie Herrman
CHIEF EXECUTIVE OFFICER
AND PRESIDENT
1 FY19 adjusted EPS of $2.11 excludes a $0.34 per share benefit due to items related to the 2017 Tax Act (primarily due to a lower corporate tax rate) and a $0.02 per share
pension settlement charge, from GAAP EPS of $2.43. FY18 adjusted EPS of $1.93 excludes a $0.09 per share net benefit due to items related to the 2017 Tax Act (primarily
due to the deferred tax liability reduction and lower corporate tax rate, net of Associate bonuses, retirement plan contributions, and contributions to charitable foundations), an
estimated $0.06 per share benefit from the 53rd week, and a $0.05 per share impairment charge related to Sierra, from GAAP EPS of $2.02. 2ROIC is defined as net
income from continuing operations divided by average invested capital during that period. Average invested capital is defined as the average of total shareholders’
equity and long-term debt (including capitalized leases). This industry method differs from our internal definition.
4
35557 4P Insert CC2019.indd 4
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FORM 10-K
CONTENTS
Business Overview
Store Locations
Selected Financial Data
Management’s Discussion and Analysis
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Notes to Consolidated Financial Statements:
Selected Business Segment Financial Information
Selected Quarterly Financial Data
PAGE
3
18
23
23
F-2
F-4
F-9
F-24
F-39
TJX STOCK PERFORMANCE
Five-Year Cumulative Performance of TJX Stock Compared with the
S&P 500 Index and the Dow Jones Apparel Retailers Index
TJX
S&P
DJARI
S
R
A
L
L
O
D
200
175
150
125
100
75
50
25
0
BASE YEAR
2015
2016
2017
2018
2019
The line graph above compares the cumulative performance of TJX’s common
stock with the S&P 500 Index and the Dow Jones Apparel Retailers Index as
of the date nearest the end of TJX’s fiscal year for which index data is readily
available for each year in the five-year period ended February 2, 2019. The graph
assumes that $100 was invested on January 31, 2014, in each of TJX’s common
stock, the S&P 500 Index, and the Dow Jones Apparel Retailers Index, and that
all dividends were reinvested.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 2, 2019
OR
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 1-4908
The TJX Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
770 Cochituate Road Framingham, Massachusetts
(Address of principal executive offices)
04-2207613
(I.R.S. Employer Identification No.)
01701
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (508) 390-1000
Title of each class
Common Stock, par value $1.00 per share
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES
NO
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
NO
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
NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES
NO
The aggregate market value of the voting common stock held by non-affiliates of the registrant on August 4, 2018, the last business day
of the registrant’s most recently completed second fiscal quarter, was $60.5 billion based on the closing sale price as reported on the
New York Stock Exchange.
There were 1,214,588,500 shares of the registrant’s common stock, $1.00 par value, outstanding as of March 2, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of
Shareholders to be held on June 4, 2019 (Part III).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K and our 2018 Annual Report to Shareholders contain “forward-looking statements” intended to qualify for the
safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including some of the statements
in this Form 10-K under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and in our 2018 Annual Report to
Shareholders under our letter to shareholders and our performance graphs. Forward-looking statements are inherently subject to
risks, uncertainties and potentially inaccurate assumptions. Such statements give our current expectations or forecasts of future
events; they do not relate strictly to historical or current facts. We have generally identified such statements by using words
indicative of the future such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,”
“may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words
with similar meanings. All statements that address activities, events or developments that we intend, expect or believe may
occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These “forward-looking
statements” may relate to such matters as our future actions, future performance or results of current and anticipated sales,
expenses, interest rates, foreign exchange rates and results and the outcome of contingencies such as legal proceedings.
We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement
will be realized. The risks set forth under Item 1A of this Form 10-K describe major risks to our business. A variety of factors
including these risks could cause our actual results and other expectations to differ materially from the anticipated results or
other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks
materialize, or should our underlying assumptions prove inaccurate, actual results could differ materially from past results and
those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider
forward-looking statements.
Our forward-looking statements speak only as of the dates on which they are made, and we do not undertake any obligation to
update any forward-looking statement, whether to reflect new information, future events or otherwise. You are advised,
however, to consult any further disclosures we may make in our future reports to the Securities and Exchange Commission
(SEC), on our website, or otherwise.
2
ITEM 1. Business
BUSINESS OVERVIEW
PART I
The TJX Companies, Inc. (together with its subsidiaries, "TJX", the "Company", "we", or "our") is the leading off-price apparel
and home fashions retailer in the United States and worldwide. We have over 4,300 stores that offer a rapidly changing
assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price
retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.
Our stores are known for our value proposition of brand, fashion, price and quality. Our opportunistic buying strategies and
flexible business model differentiate us from traditional retailers. We offer a treasure hunt shopping experience and a rapid turn
of inventories relative to traditional retailers. Our goal is to create a sense of excitement and urgency for our customers and
encourage frequent customer visits. We acquire merchandise in a variety of ways to support that goal. We reach a broad range
of customers across income levels with our value proposition. Our strategies and operations are synergistic across our retail
chains. As a result, we are able to leverage our expertise throughout our business, sharing information, best practices, initiatives
and new ideas, and to develop talent across our Company. Further, we can leverage the substantial buying power of our
businesses with our global vendor relationships.
In this report, fiscal 2017 means the fiscal year ended January 28, 2017; fiscal 2018 means the fiscal year ended February 3,
2018; fiscal 2019 means the fiscal year ending February 2, 2019 and fiscal 2020 means the fiscal year ending February 1,
2020. Unless otherwise indicated, all store information in this Item 1 is as of February 2, 2019, and references to store square
footage are to gross square feet.
Our Businesses
We operate our business in four main segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX
International.
MARMAXX
Our T.J. Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the
United States with a total of 2,343 stores. We founded T.J. Maxx in 1976 and acquired Marshalls in 1995. Both chains sell
family apparel (including footwear and accessories), home fashions (including home basics, decorative accessories and
giftware) and other merchandise. We primarily differentiate T.J. Maxx and Marshalls through different product assortment,
including an expanded assortment of fine jewelry and accessories and a high-end designer section called The Runway at T.J.
Maxx and a full line of footwear, a broader men’s offering and a juniors’ department called The Cube at Marshalls, as well as
varying in-store initiatives. This differentiated shopping experience at T.J. Maxx and Marshalls encourages our customers to
shop both chains. Our e-commerce website, tjmaxx.com, was launched in 2013.
HOMEGOODS
Our HomeGoods segment, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its 749
stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative
accessories, tabletop and cookware as well as expanded pet, kids and gourmet food departments. In 2017, we launched
Homesense in the U.S. Our 16 Homesense stores complement HomeGoods, offering a differentiated mix and expanded
departments, such as large furniture, ceiling lighting and rugs, as well as different departments, such as a general store and an
entertaining marketplace.
TJX CANADA
Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada. Acquired in 1990, Winners is the
leading off-price apparel and home fashions retailer in Canada. The merchandise offering at its 271 stores across Canada is
comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section. We opened our
HomeSense chain in 2001, bringing the home fashions off-price concept to Canada. HomeSense has 125 stores with a
merchandise mix of home fashions similar to HomeGoods in the U.S. We brought Marshalls to Canada in 2011 and operate 88
Marshalls stores in Canada. As with Marshalls in the U.S., our Canadian Marshalls stores offer an expanded footwear
department and The Cube juniors’ department, differentiating them from Winners stores.
3
TJX INTERNATIONAL
Our TJX International segment operates the T.K. Maxx and Homesense chains in Europe and the T.K. Maxx chain in Australia.
Launched in 1994, T.K. Maxx introduced off-price retail to Europe and remains Europe’s only major brick-and-mortar off-price
retailer of apparel and home fashions. With 567 stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and
the Netherlands. Through its stores and its e-commerce website for the U.K., tkmaxx.com, T.K. Maxx offers a merchandise mix
similar to T.J. Maxx. We brought the off-price home fashions concept to Europe, opening Homesense in the U.K. in 2008 and
in Ireland in 2017. Its 68 stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and
HomeSense in Canada. We acquired Trade Secret in Australia in 2015 and re-branded it under the T.K. Maxx name during
2017. The merchandise offering at T.K. Maxx in Australia's 44 stores is comparable to T.J. Maxx.
In addition to our four main segments, we operate Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018.
Sierra is an off-price retailer of brand name and quality outdoor gear, family apparel and footwear, sporting goods and home
fashions. Sierra operates sierra.com and 35 retail stores in the U.S.
Flexible Business Model
Our flexible off-price business model, including our opportunistic buying, inventory management, logistics and flexible store
layouts, is designed to deliver our customers a compelling value proposition of fashionable, quality, brand name and designer
merchandise at excellent values every day. Our buying and inventory management strategies give us flexibility to adjust our
merchandise assortments more frequently than traditional retailers, and the design and operation of our stores and distribution
centers support this flexibility. Our buyers have more visibility into consumer, fashion and market trends and pricing when we
buy closer to need, which can help us “buy smarter” and reduce our markdown exposure. Our selling floor space is flexible,
without walls between departments and largely free of permanent fixtures, so we can easily expand and contract departments to
accommodate the merchandise we purchase. Our logistics and distribution operations are designed to support our global buying
strategies and to facilitate quick, efficient and differentiated delivery of merchandise to our stores, with a goal of getting the
right merchandise to the right stores at the right time.
Opportunistic Buying
As an off-price retailer, our buying practices, which we refer to as opportunistic buying, differentiate us from traditional
retailers. Our overall global buying strategy is to acquire merchandise on an ongoing basis that will enable us to offer a
desirable and rapidly changing mix of branded, designer and other quality merchandise in our stores at prices below regular
prices for comparable merchandise at full-price retailers, including department, specialty, and major online retailers. We seek
out and select merchandise from the broad range of opportunities in the market to achieve this end. Our global buying
organization, which numbers approximately 1,100 Associates and has offices across 4 continents in 12 countries, executes this
opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market
conditions and other factors.
We take advantage of opportunities to acquire merchandise at substantial discounts that regularly arise from the production
and flow of inventory in the apparel and home fashions marketplace. These opportunities include, among others, order
cancellations, manufacturer overruns, closeouts from brands, manufacturers and other retailers and special production direct
from brands and factories. Our global buying strategies are intentionally flexible to allow us to react to frequently changing
opportunities and trends in the market and to adjust how and what we source as well as when we source it. Our goal is to
operate with lean inventory levels compared to conventional retailers to give us the flexibility to seek out and to take advantage
of these opportunities as they arise, close to the time it is needed in our stores and online and when we have more visibility into
fashion trends and price. In contrast to traditional retailers, which tend to order most of their goods far in advance of the time
the product appears on the selling floor, our merchants generally remain in the marketplace for goods throughout the year,
frequently looking for opportunities to buy merchandise. We buy much of our merchandise for the current or immediately
upcoming selling season. We also buy some merchandise that is available in the market with the intention of storing it for sale,
typically in future selling seasons. We generally make these purchases, referred to as packaway, in response to opportunities to
buy merchandise that we believe has the right combination of brand, fashion, price and quality to supplement the product we
expect to be available to purchase later for those future seasons. We also acquire some merchandise that we offer under in-
house brands or brands that are licensed to us. We develop some of this merchandise ourselves in order to supplement the depth
of, or fill gaps in, our expected merchandise assortment.
4
Manufacturers, retailers and other vendors make up our expansive universe of more than 21,000 vendors, which provides us
substantial and diversified access to merchandise. We have not experienced difficulty in obtaining sufficient quality
merchandise for our business in either favorable or difficult retail environments and expect this will continue as we continue to
grow. We believe a number of factors provide us excellent access on an ongoing basis to leading branded merchandise and
make us an attractive channel for many vendors in the market. We are typically willing to purchase less-than-full assortments of
items, styles and sizes as well as quantities ranging from small to very large; we are able to disperse merchandise across our
geographically diverse network of stores and to target specific markets; we pay promptly; we generally do not ask for typical
retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments
to stores or delayed deliveries) or return privileges; and we have financial strength and an excellent credit rating.
Inventory Management
We offer our customers a rapidly changing selection of merchandise to create a treasure hunt experience in our stores and to
spur frequent customer visits. To achieve this, we seek to turn the inventory in our stores rapidly, regularly offering fresh
selections of apparel and home fashions at excellent values. Our specialized inventory planning, purchasing, monitoring and
markdown systems, coupled with distribution center storage, processing, handling and shipping systems, enable us to tailor the
merchandise in our stores to local preferences and demographics, achieve rapid in-store inventory turnover on a vast array of
products and generally sell through most merchandise within the period we planned. We make pricing and markdown decisions
and store inventory replenishment determinations centrally, using information provided by specialized computer systems
designed to move inventory through our stores in a timely and disciplined manner. We continue to invest in our supply chain
with the goal of continuing to operate with low inventory levels, to ship more efficiently and quickly, and to more precisely and
effectively allocate merchandise to each store.
Pricing
Our mission is to deliver great value to our customers every day. We do this by offering quality, fashionable, brand name and
designer merchandise in our stores with retail prices that are generally 20% to 60% below full-price retailers’ (including
department, specialty, and major online retailers) regular prices on comparable merchandise, every day. We do not generally
engage in promotional pricing activity such as sales or coupons. We have generally been able to react to price fluctuations in
the wholesale market to maintain our pricing gap relative to prices offered by traditional retailers as well as our merchandise
margins through various economic cycles.
Low Cost Operations
We operate with a low cost structure compared to many traditional retailers. We focus aggressively on expenses throughout our
business. Our advertising is generally focused on promoting our retail banners rather than individual products, including at
times promoting multiple banners together, which contributes to our advertising budget (as a percentage of sales) remaining
low compared to many traditional retailers. We design our stores to provide a pleasant, convenient shopping environment but,
relative to other retailers, do not spend heavily on store fixtures. Additionally, our distribution network is designed to run cost
effectively.
Customer Service/Shopping Experience
We continue to renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and
help drive sales. Although we offer a self-service format, we train our store Associates to provide friendly and helpful customer
service and seek to staff our stores to deliver a positive shopping experience. We typically offer customer-friendly return
policies. We accept a variety of payment methods including cash, credit cards and debit cards. We also offer TJX-branded credit
cards in the U.S. through a bank, but do not own the customer receivables.
Distribution
We operate distribution centers encompassing approximately 19 million square feet in six countries. These centers are generally
large, and built to suit our specific, off-price business model, with a combination of automated systems and manual processes to
manage the variety of merchandise we acquire. We ship substantially all of our merchandise to our stores through a network of
distribution centers, warehouses and shipping centers operated by third parties.
5
Store Growth
Expansion of our business through the addition of new stores continues to be an important part of our global growth strategy.
The following table provides store growth information for our four major segments for the two most recently completed fiscal
years, as well as our growth estimates for fiscal 2020 and our estimates of the long-term store growth potential of these
segments in their current geographies:
Approximate
Average Store
Size (square feet)
Number of Stores at Year End
Fiscal 2018
Fiscal 2019
Fiscal 2020
(estimated)
Estimated Store
Growth
Potential
Marmaxx
T.J. Maxx
Marshalls
HomeGoods
HomeGoods
Homesense
TJX Canada
Winners
HomeSense
Marshalls
TJX International
T.K. Maxx (Europe)
Homesense (Europe)
T.K. Maxx (Australia)
TJX Total (3)
28,000
29,000
23,000
27,000
28,000
23,000
27,000
29,000
20,000
22,000
1,223
1,062
2,285
667
4
671
264
117
73
454
540
55
38
1,252
1,091
2,343
749
16
765
271
125
88
484
567
68
44
2,403
3,000
845 (1)
1,400 (1)
514
600
633
4,070
679
4,306
729
4,536 (1)
1,100 (2)
6,100 (1)
(1) HomeGoods and TJX total includes 31 Homesense stores in the U.S. estimated for fiscal 2020 and store growth potential includes 400 Homesense stores.
(2) Reflects store growth potential for T.K. Maxx in current geographies and for Homesense in the United Kingdom and Ireland.
(3)
Includes 27 Sierra stores in fiscal 2018, 35 Sierra stores for fiscal 2019, and 45 Sierra stores estimated for fiscal 2020. Sierra stores are not included in
estimated store growth potential.
Some of our home fashion stores are co-located with one of our apparel stores in a combo or superstore format. We count each
of the stores in the combo or superstore format as a separate store.
Competition
The retail apparel and home fashion business is highly competitive. We compete on the basis of numerous factors including
brand, fashion, price, quality, selection and freshness; in-store and online service and shopping experience; reputation and store
location. We compete with local, regional, national and international department, specialty, off-price, discount, warehouse and
outlet stores as well as other retailers that sell apparel, home fashions and other merchandise that we sell, whether in stores,
online, through catalogs, or other media channels.
Employees
As of February 2, 2019, we had approximately 270,000 employees, many of whom work less than 40 hours per week. In
addition, we hire temporary employees, particularly during the peak back-to-school and holiday seasons. Our full-time, part-
time, temporary, and seasonal workforce supports the execution of our flexible off-price business model, including the timing
and frequency of store deliveries and the management of a rapidly changing mix of store inventory in over 4,300 retail stores
in nine countries.
6
Trademarks
We have the right to use our principal trademarks and service marks, which are T.J. Maxx, Marshalls, HomeGoods, Winners,
Homesense/HomeSense, T.K. Maxx, Sierra and Sierra Trading Post, in relevant countries. We expect our rights in these
trademarks and service marks to endure in locations where we use them for as long as we continue to do so.
Seasonality
Our business is subject to seasonal influences. In the second half of the year, which includes the back-to-school and year-end
holiday seasons, we generally realize higher levels of sales and income.
SEC Filings and Certifications
Copies of our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q and current reports on Form 8-K
filed with or furnished to the SEC, and any amendments to those documents, are available free of charge on our website,
tjx.com, under “SEC Filings,” as soon as reasonably practicable after they are electronically filed with, or furnished to, the
SEC. They are also available free of charge from TJX Global Communications, 770 Cochituate Road, Framingham,
Massachusetts 01701. The SEC maintains a website containing all reports, proxies, information statements, and all other
information (www.sec.gov).
Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the executive officers of TJX as of April 3, 2019:
Name
Kenneth Canestrari
Age
57
Scott Goldenberg
65
Ernie Herrman
58
Carol Meyrowitz
65
Douglas Mizzi
59
Richard Sherr
62
Office and Business Experience
Senior Executive Vice President, Group President since September 2014.
President, HomeGoods from 2012 to September 2014. Executive Vice
President, Chief Operating Officer, HomeGoods from 2008 until 2012.
Various financial positions with TJX from 1988 to 2008.
Senior Executive Vice President and Chief Financial Officer since April 2014;
Executive Vice President and Chief Financial Officer from January 2012 to
April 2014. Executive Vice President, Finance from June 2009 to January
2012. Senior Vice President, Corporate Controller from 2007 to 2009 and
Senior Vice President, Director of Finance, Marmaxx, from 2000 to 2007.
Various financial positions with TJX from 1983 to 1988 and 1997 to 2000.
Chief Executive Officer since January 2016. Director since October 2015.
President since January 2011. Senior Executive Vice President, Group
President from August 2008 to January 2011. President, Marmaxx from 2005
to 2008. Senior Executive Vice President, Chief Operating Officer, Marmaxx
from 2004 to 2005. Executive Vice President, Merchandising, Marmaxx from
2001 to 2004. Various merchandising positions with TJX since joining in
1989.
Executive Chairman of the Board since January 2016. Chairman of the Board
from June 2015 to January 2016. Chief Executive Officer from January 2007
to January 2016. Director since 2006 and President from 2005 to January
2011. Consultant to TJX from January 2005 to October 2005. Senior
Executive Vice President from March 2004 to January 2005. President,
Marmaxx from 2001 to January 2005. Executive Vice President of TJX from
2001 to 2004. Various senior management and merchandising positions with
Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions
of TJX, from 1983 to 2001.
Senior Executive Vice President, Group President since February 2018.
President, TJX Canada from October 2011 to February 2018. Managing
Director T.K. Maxx, UK from April 2010 to October 2011. Executive Vice
President, Chief Operating Officer, WMI from February 2006 to April 2010.
Senior Vice President, Director of Store Operations, WMI from 2004 to 2006.
Various store operations positions with TJX from 1988 to 2004.
Senior Executive Vice President, Group President since January 2012.
President, HomeGoods from 2010 to 2012. Chief Operating Officer,
Marmaxx from 2007 until 2010. Various merchandising positions at TJX from
1992 to 2007.
The executive officers hold office until the next annual meeting of the Board in June 2019 and until their successors are elected
and qualified.
7
ITEM 1A. Risk Factors
The statements in this section describe the major risks to our business and should be considered carefully, in connection with all
of the other information set forth in this annual report on Form 10-K. The risks that follow are those that we think, individually
or in the aggregate, could cause our actual results to differ materially from those stated or implied in forward-looking
statements.
Failure to execute our opportunistic buying strategy and inventory management could adversely affect our results.
Opportunistic buying, operating with lean inventory levels and frequent inventory turns are key elements of our off-price
business strategy but subject us to risks related to the pricing, quantity, mix, nature, and timing of inventory flowing to our
stores. Our merchants are in the marketplace frequently, as much of our merchandise is purchased for the current or
immediately upcoming season, and our focus on buying opportunistically places considerable discretion with them. Our
business model expects our merchants to effectively react to frequently changing opportunities and trends in the market, assess
the desirability and value of merchandise and generally make determinations of how and what we source as well as when we
source it. If we do not obtain the right merchandise at the right times, in the right quantities, at the right prices and in the right
mix, our customer traffic, as well as our sales and margins, could be adversely affected.
We base our purchases of inventory, in part, on our sales forecasts. If our sales forecasts do not match customer demand, we
may experience higher inventory levels and need to take markdowns on excess or slow-moving inventory or we may have
insufficient inventory to meet customer demand, either of which could adversely affect our financial performance.
If we are unable to generally purchase inventory at prices sufficiently below prices paid by conventional retailers, we may not
be able to maintain a sufficient overall pricing differential to full-price retailers, including department, specialty, and major
online retailers, and our ability to attract customers or sustain our margins may be adversely affected. We may not achieve this
pricing differential at various times or in some reporting segments, chains or geographies, which could adversely affect our
results.
To respond to customer demand and effectively manage pricing and markdowns, we need to appropriately allocate and deliver
merchandise to our stores, maintain an appropriate mix and level of inventory in each store, and be flexible in our allocation of
floor space at our stores among product categories. If we are not able to do so, our ability to attract and retain customers and
our results could be adversely affected.
Failure to continue to expand our business and operations successfully or to manage our substantial size and scale
effectively could adversely affect our financial results.
Our growth strategy includes successfully expanding within our current markets and into new geographic regions, product
lines, and channels and, as appropriate, adding new businesses, whether by development, investment or acquisition. Managing
growth effectively can be difficult. If any aspect of our expansion strategy does not achieve the success we expect, in whole or
in part, we may fail to meet our financial performance expectations and/or may be required to increase investments, slow our
planned growth or close stores or operations. Various circumstances could adversely affect our expansion plans. For example, if
we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, we
may need to change our planned growth in those areas. Similarly, new stores may not achieve the same sales or profit levels as
our existing stores, whether in current or new markets; our financial performance in new markets may not be the same as in
existing markets; and adding stores or banners to existing markets may otherwise adversely affect our sales and profitability in
those markets.
Further, our substantial size can make it challenging to manage our complex operations effectively and to maintain appropriate
internal resources and third party providers to support our business effectively. These challenges increase as we grow our
business, and may add pressure to management and to various functions across our business, including administration, systems,
including information technology systems, merchandising, store operations, distribution, logistics, and compliance. Increasing
our size and complexity may also put additional pressure on appropriately staffing and training Associates in these areas and/or
managing appropriate third party providers that support these areas. The large size and scale of our operations, our multiple
banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects
of the business also increases the risk that our systems, controls, practices and policies may not be implemented effectively or
consistently throughout our Company and that information may not be appropriately shared across our operations. These risks
may increase as we continue to grow, particularly if we expand into additional countries. If business information is not shared
effectively, or if we are otherwise unable to manage our size or growth effectively, our business may be adversely affected or
we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our business plans, sales
and results.
8
Failure to identify consumer trends and preferences to meet customer demand in new or existing markets or channels could
negatively impact our performance.
As our success depends on our ability to meet customer demand and expectations, we work to identify consumer trends and
preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences.
However, we may not do so effectively and on a timely basis across our diverse merchandise categories and in each of the
many markets in the U.S., Canada, Europe and Australia in which we do business. Trends and preferences in markets may
differ from what we anticipate. Although our business model allows us greater flexibility than many traditional retailers to meet
consumer preferences and trends (for example, by expanding and contracting merchandise categories in response to consumers’
changing tastes), we may not successfully do so, which could add difficulty in attracting new customers, retaining existing
customers and encouraging frequent customer visits and could adversely affect our results.
Customers may also have expectations about how they shop in stores or through e-commerce or more generally engage with
businesses across different channels (for example, through various digital platforms), which expectations may vary across
demographics and may evolve rapidly. Meeting these expectations effectively involves identifying the right opportunities and
making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our
financial results.
If we fail to successfully implement our various marketing efforts or if our competitors’ programs are more effective than
ours, our revenue or results of operations may be adversely affected.
Customer traffic and demand for our merchandise may be influenced by our marketing efforts. Although we use marketing to
drive customer traffic through various media including television, radio, print, outdoor, digital/social media, email, mobile and
direct mail, some of our competitors expend more for their programs than we do, or use different approaches than we do, which
may provide them with a competitive advantage. Further, we may not effectively implement strategies with respect to rapidly
evolving digital communication channels. Our programs may not be or remain effective or could require increased
expenditures, which could have a significant adverse effect on our revenue and results of operations.
We operate in highly competitive markets, and we may not be able to compete effectively.
The retail apparel and home fashion businesses are highly competitive. We compete with local, regional, national and
international retailers that sell apparel, home fashions and other merchandise that we sell, including retailers that operate
through stores, e-commerce, catalogues and/or other media or channels. Some of our competitors are larger than we are or have
more experience in selling certain product lines or through certain channels than we do. New competitors frequently enter the
market. Existing competitors enter or increase their presence in markets in which we operate and may expand their
merchandise offerings, add new sales channels or change their pricing strategies, all of which affect the competitive landscape.
Consumer spending online has increased and may continue to increase, while our business is primarily in stores. We compete
on the basis of various factors affecting value, meaning the combination of brand, fashion, price, and quality as well as
merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping
experience; convenience and store location. If we fail to compete effectively, our sales and results of operations could be
adversely affected.
Failure to employ quality Associates in appropriate numbers and to retain key Associates and management could adversely
affect our performance.
Our performance depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as
buying and management. We also need to hire capable, engaged Associates in large numbers for our stores and distribution
centers and for other areas of our business, including information technology functions. We must constantly recruit new
Associates to fill entry level and part-time positions with historically high rates of turnover and at times find seasonal talent in
sufficient numbers. Availability and skill of Associates may differ across markets in which we do business and in new markets
we enter, and we may be unable to manage our labor needs effectively. In addition, because of the distinctive nature of our off-
price model, we must provide significant internal training and development for key Associates across the Company, including
within our buying organization. Similar to other retailers, we face challenges in securing and retaining sufficient talent in
management and other key areas for many reasons, including competition for talent in the retail industry and in various
geographic markets. If we do not effectively attract qualified individuals, train them in our business model, support their
development and retain them in sufficient numbers and at appropriate levels of the organization, our growth could be limited
and our performance could be adversely affected.
9
Labor costs, including wage, pension and healthcare costs, and other challenges from our large workforce may adversely
affect our results and profitability.
We have a large workforce, and our ability to meet our labor needs and control labor costs is subject to various factors such as
minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels and
unemployment levels; changing demographics; economic conditions; interest rate changes; actuarial assumptions and methods;
the costs of providing and managing retirement, health and other employee benefits, including health and insurance costs; and a
dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension
and other employee benefits, and taxes. Any of these factors could increase our labor costs.
Increased labor costs may adversely affect our results of operations. In addition, when wage rates or benefit levels increase in a
market, increasing our wages or benefits may negatively impact our earnings (as they did during the past several fiscal years).
Conversely, failing to offer competitive wages or benefits could adversely affect our ability to attract or retain sufficient or
quality Associates, causing our customer service or performance to suffer, which could impact our results.
Many Associates in our distribution centers are members of unions, and therefore we are subject to the risk of labor actions of
various kinds as well as risks and potential material expenses associated with multiemployer plans, including from pension plan
underfunding, benefit cuts, increased contribution requirements, changes in plan terms, withdrawal liability, increased premium
costs, or insolvency of other participating employers or governmental insurance programs. Other Associates in Europe are
members of works councils, which may subject us to additional requirements, actions or expense.
Compromises of our data security, disruptions in our information technology systems, or failure to satisfy the information
technology needs of our business could result in material loss or liability, materially impact our operating results or
materially harm our reputation.
Our business depends on our information technology systems, which collect and process information of customers, Associates
and other persons, as well as information of our business and of our suppliers and service providers. We rely heavily on
information technology systems, including those of suppliers and service providers, to manage all key aspects of our business,
including planning, purchasing, sales, supply chain management, inventory management, point-of-sale processing, e-
commerce, human resources, financial management, communications, safeguarding information, and compliance with legal
obligations. This reliance requires us to accurately anticipate our current and future information technology needs and
successfully develop and implement appropriate systems that can provide the right support at the right time. Our ongoing
operations and successful growth are dependent on the doing so, as well as the ongoing integrity, security and consistent
operations of these systems, including related back-up systems.
As is common in the retail industry, our information technology systems, as well as those of our suppliers and service
providers, are targeted by attempts to access personal or sensitive information, attempts to steal money, and attempts to disrupt
business. These attempts could include use of malware, ransomware, phishing, social engineering, denial-of-service attacks,
exploitation of software or product vulnerabilities, employee malfeasance, skimmers and shimmers, and other forms of cyber
attacks. These attempts are becoming increasingly sophisticated, heightening the risk of compromise or disruption. Our and
our suppliers’ and service providers’ information technology systems also may be damaged or disrupted, or personal or
sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic
events, or employee inadvertence. Such damage or interruption could materially impair our ability to operate our business or
otherwise result in material impacts on our operating results. In addition, the global regulatory environment surrounding
information security and privacy is increasingly demanding, and unauthorized access of personal or sensitive information could
result in regulatory enforcement actions, class actions, contract liability, or other forms of material legal liability. Any
successful compromise or disruption of our information technology systems could result in material reputational harm and
impact our customers’ willingness to shop in our stores or online and/or our suppliers’ willingness to do business with us.
We maintain policies, procedures, and controls designed to reduce the risk of data security compromises and information
technology failures or disruptions. While we have implemented measures designed to further strengthen these policies,
procedures and controls since the unauthorized intrusions into our network discovered late in 2006, we may suffer a similar
event in the future. These measures also require costly and ongoing investment in technologies, hiring, training, and
compliance.
There is a risk of material business disruption, liability and reputational damage associated with ongoing actions intended to
update, enhance, modify or replace our systems and infrastructure, including from not accurately capturing and maintaining
data, efficiently testing and implementing changes, realizing the expected benefit of the change and managing the potential
disruption of the actions and diversion of internal teams’ attention as the changes are implemented.
10
Economic conditions, on a global level or in particular markets, may adversely affect our financial performance.
Global financial markets can experience volatility, disruption and credit contraction, which could adversely affect global
economic conditions. Turmoil in the financial, equity and credit markets or other changes in economic conditions could
adversely affect sources of liquidity available to us or our costs of capital and could adversely affect plan asset values and
investment performance, and increase our pension liabilities, expenses and funding requirements and other related financial
exposure with respect to company-sponsored and multiemployer pension plans. Our strategies for managing these financial
risks and exposures may not be effective or sufficient. Economic conditions, both on a global level and in particular markets,
including unemployment levels; availability of disposable income and actual and perceived wealth; energy and health care
costs; costs of oil, gas and other commodities; interest and tax rates and policies; weakness in the housing market; volatility in
capital markets; credit availability; inflation and deflation, as well as political or other factors beyond our control such as
threats or possibilities of war, terrorism, global or national unrest; actual or threatened epidemics; geopolitical instability or
uncertainty; and regulatory volatility or uncertainty, including in areas such as international trade (for example, the ongoing
discussions and uncertainty related to Brexit, the U.K.’s decision to withdraw from the European Union) may also have
significant effects on consumer confidence and spending that would, in turn, affect our business or the retail industry generally.
These conditions and factors could adversely affect discretionary consumer spending or shift trends in consumer spending and,
although we believe our flexible off-price model helps us react, they may adversely affect our sales, cash flows and results of
operations and performance.
Damage to our corporate reputation or those of our retail banners could adversely affect our sales and operating results.
We believe that building the brand reputation of our company and our retail banners is important to our continuing success. In
the many different markets in which we do business, we work to build relationships with our customers through our various
marketing campaigns and other activities. These relationships and our reputation are based, in part, on perceptions of subjective
qualities. Incidents involving us, our retail banners, our executives or other Associates, our policies and practices, our third
party providers, our vendors, the merchandise and brands (including our licensed or owned brands) that we carry or our
industry more generally that erode trust or confidence could adversely affect our reputation and our business, particularly if the
incidents result in rapid or significant adverse publicity, litigation or governmental inquiry. Information about us, our retail
banners, our executives and other Associates, our board of directors, our policies and practices, our third party providers, our
vendors, and the merchandise and brands we sell, including our licensed or owned brands, that is publicized through traditional
or digital media platforms, including blogs, websites and other forums that facilitate rapid, broad communications to an
audience of consumers and other interested persons, may adversely affect our reputation and brand, even if the information is
inaccurate, incomplete or unverified. The reputation of our company and our retail banners may be damaged in a market or
markets in which we do business by adverse events at the corporate level or at our retail banners, or by a director or an
executive or other Associate acting outside of company policies and practices. Similarly, challenges or reactions to action (or
inaction), perceived action (or inaction), by our company on issues like social policies, privacy, merchandising, compensation,
compliance related to social, product, labor and environmental standards or other sensitive topics, and any perceived lack of
transparency about such matters, could harm our reputation, particularly as expectations of companies and of companies’
corporate responsibility obligations may continue to change. Damage to the reputation of our company and our banners could
result in declines in customer loyalty and sales; affect our vendor relationships, business development opportunities and our
ability to attract and retain quality Associates; divert attention and resources from management, including to respond to
inquiries or additional regulatory scrutiny; and otherwise adversely affect our results.
11
Quality, safety or other issues with merchandise we sell could damage our reputation, sales and financial results.
Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the merchandise
we sell to consumers. Regulations and standards in this area, including federal regulations related to the U.S. Consumer
Product Safety Improvement Act of 2008 and the U.S. Food Safety Modernization Act, state regulations like California’s
Proposition 65, and similar legislation in other countries in which we operate, impose restrictions and requirements on the
merchandise we sell in our stores and through e-commerce. These regulations change from time to time and new federal, state,
provincial or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with
some regularity. If we or our merchandise vendors are unable to comply with regulatory requirements on a timely basis or at
all, or to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies,
we could incur significant fines or penalties or we could have to curtail some aspects of our sales or operations, which could
have an adverse effect on our financial results. We rely on our vendors to provide quality merchandise that complies with
applicable product safety laws, labeling requirements and other applicable laws, but they may not comply with their obligations
to do so. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors
may fail to honor those obligations to an extent we consider sufficient or at all. Concerns or issues with the quality and safety of
merchandise raised publicly, particularly with products subject to increased levels of regulation, or the genuineness of
merchandise, regardless of whether verified or our fault, could cause damage to our reputation and could result in lost sales;
uninsured claims or losses; merchandise recalls and increased costs; and regulatory, civil or criminal fines or penalties, any of
which could have an adverse effect on our financial results.
Failure to comply with laws, rules, regulations and orders and applicable accounting principles and interpretations could
negatively affect our business operations and financial performance.
We are subject to federal, state, provincial, regional and local laws, rules and regulations as well as government orders in
various countries in which we operate. These legal, regulatory and administrative requirements collectively affect multiple
aspects of our business, including the cost of providing health care and retirement benefits, workforce management, logistics,
marketing, import/export, sourcing and manufacturing, tax, data protection and others. If we, or third parties that perform
services on our behalf, fail to comply with applicable laws, rules, regulations and orders, we may be subject to judgments, fines
or other costs or penalties, which could adversely affect our operations and our financial results and condition.
Complying with applicable laws, rules, regulations, orders and our own internal policies may also require us to spend additional
time and resources to implement new procedures and financial and other controls, conduct audits, train Associates and third
parties on our compliance methods or take other actions, particularly as we continue to grow globally and enter new markets or
countries, any of which could adversely impact our results.
We must also comply with new and changing laws, rules and regulations, evolving interpretations of existing laws by judicial
and regulatory authorities, and reforms in jurisdictions where we do business. These changes could increase our costs of
compliance or of doing business and could adversely affect our operating results, including such changes involving:
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labor and employment practices and benefits, including for labor unions and works councils;
climate change, energy and waste;
supply chain, trade restrictions and logistics, including resulting from changes to requirements or policies from the
outcome of Brexit discussions;
health and welfare regulations;
consumer protection and product safety;
financial regulations;
data protection and privacy, such as to comply with, or fines and penalties related to, the General Data Protection
Regulation in Europe;
Internet regulations, including e-commerce, electronic communications and privacy; and
protection of intellectual property rights.
Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations may require us to invest in
compliance efforts or otherwise expend resources before changes are certain. For example, the ongoing uncertainty around
Brexit, including relating to timing and the range of possible outcomes, has required us to consider and in some cases
implement strategies for mitigating potential disruptions to our supply chain.
Further, applicable accounting principles and interpretations may change from time to time, and the changes could have
material effects on our future or previously reported financial results.
12
Our results may be adversely affected by serious disruptions or catastrophic events, as well as adverse or unseasonable
weather.
Natural or other disasters, such as hurricanes, tornadoes, floods, earthquakes and other extreme weather; climate conditions;
unforeseen public health issues, such as pandemics and epidemics; or fires, explosions and acts of war or terrorism could
disrupt our operations in a number of ways, including severely damaging or destroying one or more of our stores, distribution
facilities or data centers, or could disrupt the operations of one or more of our vendors or other parts of our supply chain
located in the affected areas. Day-to-day operations, including our ability to receive products from our vendors or third party
service providers or transport products to our stores or to our e-commerce customers could be adversely affected, transportation
to and from our stores (by customers or Associates) could be limited, or we could be required to close stores or distribution
centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time (as we did
in areas of the U.S., including Puerto Rico, after severe hurricanes during fiscal 2018).
Adverse weather can similarly affect our operations in impacted areas. Adverse or unseasonable weather, such as storms, severe
cold or heat or unseasonable temperatures (even if not extreme) may also affect customers’ buying patterns and willingness to
shop certain categories we offer or at all, and accordingly, can adversely affect the demand for the merchandise in our stores,
particularly in apparel and seasonal merchandise, possibly impacting our sales, customer satisfaction with our stores and
increasing markdowns. As a result, our business could be adversely affected.
Our expanding international operations expose us to risks inherent in operating in new countries.
We have a significant retail presence in Canada and in countries in Europe, and have expanded our retail operations into
Australia. We also operate buying offices around the world. Our goal is to continue to expand our operations into other
countries in the future. It can be costly and complex to establish, develop and maintain international operations and promote
business in new international jurisdictions, which may differ significantly from other countries in which we currently operate.
Just as with our current operations, there are risks inherent in opening and developing operations in new countries, such those
related to compliance under the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Additional risks include, among
others, understanding the local retail climate and trends, local customs and cultures, seasonal differences, business practices and
competitive conditions; complying with relevant laws, rules and regulations; developing the appropriate infrastructure;
identifying suitable partners for local operations and for integration with our global operations and effectively communicating
and implementing company policies and practices in new, possibly remote, jurisdictions. There are also financial, regulatory
and other risks associated with international operations, including currency exchange fluctuations; potentially adverse tax
consequences; limitations on the repatriation and investment of funds outside of the country where earned; trade regulations;
the risk of sudden policy or regulatory changes; the risk of political, economic and civil instability and labor unrest; and
uncertainties regarding interpretation, application and enforceability of laws and agreements. Any of these risks could adversely
impact our operations, profitability or liquidity.
We are subject to risks associated with sourcing merchandise from others, particularly where sourcing from other countries
and moving merchandise internationally.
We are subject to various risks of sourcing merchandise from others, particularly other countries, including risks related to
moving merchandise internationally. Many of the products sold in our stores are sourced by our vendors and, to a lesser extent,
by us, in locations, particularly southeastern Asia, which are outside of the country where they will be sold. Where we are the
importer of record, we may be subject to regulatory or other requirements, including those similar to requirements imposed
upon the manufacturer of such products. These risk include:
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potential disruptions in manufacturing and supply;
changes in duties, tariffs, trade restrictions, sanctions, quotas and voluntary export restrictions on imported
merchandise, including, for example, tariffs and border adjustment taxes; changes to the North American Free Trade
Agreement or successor or other trade agreements; or changes to trade requirements resulting from Brexit;
transport capacity and costs;
information technology challenges;
problems in third-party distribution and warehousing, logistics, transportation and other supply chain interruptions;
strikes, threats of strikes and other events affecting delivery;
consumer perceptions of the safety or quality of imported merchandise;
product and international trade compliance with laws and regulations of the destination country;
13
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compliance with laws and regulations including changing labor, environmental, international trade and other laws in
those countries and those concerning ethical business practices, such as the U.S. Foreign Corrupt Practices Act and the
U.K. Bribery Act;
product liability claims from customers or penalties from government agencies relating to products that are recalled,
defective or otherwise noncompliant or alleged to be harmful;
intellectual property enforcement and infringement issues;
concerns about human rights, working conditions and other labor rights and conditions in countries where
merchandise is produced;
concerns about transparent sourcing and supply chains;
currency exchange rates, financial or economic instability; and
political or other disruptions in countries from, to or through which merchandise is imported.
These and other factors relating to sourcing, international trade and imported merchandise could affect the availability and the
price of our inventory and our operating costs. Furthermore, although we have implemented policies and procedures designed
to facilitate compliance with laws and regulations relating to production of merchandise, international operations and importing
merchandise, there can be no assurance that our Associates and our contractors, agents, vendors or other third parties with
whom we do business or to whom we outsource business operations will not violate such laws and regulations or our policies,
which could subject us to liability and could adversely affect our reputation, operations or operating results.
Our results may be adversely affected by reduced availability of, or increases in, the price of oil or other fuels, increased
costs of other commodities, or other increases in utility, transportation or logistics costs.
Energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the
price of oil and gasoline. An increase in the price of oil increases our transportation costs for distribution, utility costs for our
retail stores and costs to purchase our products from suppliers. Although we typically enter into derivative instruments designed
to manage a portion of our transportation costs (a hedging strategy), any such strategy may not be effective or sufficient and
could result in increased operating costs. Increased regulation related to environmental costs, including cap and trade, carbon
taxes or other emissions management systems could also adversely affect our costs of doing business, including utility,
transportation and logistics costs, as could other shortages or disruptions impacting transportation, such as those relating to
trucking and freight hauling. For example, in recent years, increased freight cost related to labor and equipment shortages, as
well as other factors, had an impact on our margins. Similarly, other commodity prices can fluctuate dramatically. Such
increases can increase the cost of merchandise, which could adversely affect our performance through potentially reduced
consumer demand or reduced margins.
Fluctuations in currency exchange rates may lead to lower revenues and earnings.
Sales made by our stores outside the United States are denominated in the currency of the country in which the store is located,
and changes in currency exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for
financial reporting purposes. Because of this, movements in currency exchange rates have had and are expected to continue to
have a significant impact on our consolidated and segment results from time to time. Changes in currency exchange rates can
also increase the cost of inventory purchases that are denominated in a currency other than the local currency of the business
buying the merchandise. When exchange rates change significantly in a short period or move unfavorably over an extended
period, as in recent years, it can be difficult for us to adjust retail prices accordingly, and gross margin can be adversely
affected. In addition, a significant amount of merchandise we offer for sale is made in China and accordingly, a revaluation of
Chinese currency, or increased market flexibility in the exchange rate for that currency, increasing its value relative to the U.S.
dollar or currencies in which our stores are located, could be significant.
Additionally, we routinely enter into inventory-related derivative instruments (a hedging strategy) to mitigate the impact of
currency exchange rates on merchandise margins of merchandise purchases by our segments denominated in currencies other
than their local currencies. In accordance with GAAP, we evaluate the fair value of these derivative instruments and make
mark-to-market adjustments at the end of each accounting period. These adjustments are of a much greater magnitude when
there is significant volatility in currency exchange rates and may have a significant impact on our earnings.
Although we implement foreign currency hedging and risk management strategies to reduce our exposure to fluctuations in
earnings and cash flows associated with changes in currency exchange rates, we expect that currency exchange rate fluctuations
could have a material adverse effect on our sales and results of operations from time to time. In addition, fluctuations in
currency exchange rates may have a greater impact on our earnings and operating results if a counterparty to one of our
hedging arrangements fails to perform.
14
Our quarterly operating results fluctuate and may fall short of prior periods, our projections or the expectations of securities
analysts or investors, which could adversely affect our stock price.
Our operating results have fluctuated from quarter to quarter at points in the past, and they may do so in the future. If we fail to
increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or
investors, our stock price may decline, and the decrease in the stock price may be disproportionate to the shortfall in our
financial performance. Results may be affected by various factors, including those described in these risk factors. We maintain
a forecasting process that seeks to plan sales and align expenses. If we do not control costs or appropriately adjust costs to
actual results, or if actual results differ significantly from our forecast, our financial performance could be adversely affected.
In addition, if we do not repurchase the number of shares we contemplated pursuant to our stock repurchase programs, our
earnings per share may be adversely affected.
If we engage in mergers or acquisitions or investments in new businesses, or divest, close or consolidate any of our current
businesses, our business will be subject to additional risks.
We may acquire new businesses (as we did with our Australia business in fiscal 2016 and Sierra in fiscal 2013), invest in or
enter into joint ventures with other businesses, develop new businesses internally (as with Homesense, our U.S. home store
concept launched in fiscal 2018) and divest, close or consolidate businesses. Failure to execute on mergers, acquisitions,
investments, divestitures, closings and consolidations in a satisfactory manner could adversely affect our future results of
operations and financial condition. Acquisition, investment or divestiture activities may divert attention of management from
operating the existing businesses, and we may not effectively evaluate target companies, investments or investment partners or
assess the risks, benefits and costs of buying, investing in or closing businesses or of the integration of acquired businesses, all
of which can be difficult, time-consuming and dilutive. These activities may not meet our performance and other expectations
and may expose us to unexpected or greater-than-expected costs, liabilities and risks. In addition, we recorded intangible assets
and goodwill and the value of the tradenames in connection with our last acquisitions and may similarly do so in the future in
connection with other acquisitions. If we are unable to realize the anticipated benefits from acquisitions, we may be required to
impair some or all of the goodwill associated with an acquisition, which would adversely impact our results of operations and
balance sheet, such as with the impairment charge related to Sierra taken during fiscal 2018. Divestitures, closings and
consolidations could involve risks such as significant costs and obligations of closure, including exposure on leases, owned real
estate and other contractual, employment, pension and severance obligations, and potential liabilities that may arise under law
as a result of the disposition or the subsequent failure of an acquirer.
Our results may be materially adversely affected by the outcomes of litigation, legal proceedings and other legal or
regulatory matters.
We are involved, or may in the future become involved, in legal proceedings, regulatory reviews, audits and other legal matters.
These may involve inquiries, investigations, lawsuits and other proceedings by local, provincial, state and federal governmental
entities (in the United States and other countries) and private plaintiffs, including with respect to employment and employee
benefits (such as classification, employment rights, discrimination, wage and hour and retaliation); whistle blower claims; tax;
securities; disclosure; real estate; environmental matters; tort; business practices; consumer protection; privacy/data security;
product safety and compliance; advertising; and intellectual property. There continue to be employment-related and consumer
protection lawsuits, including putative class actions, in the United States, and we are subject to these types of suits. We cannot
predict the results of legal and regulatory proceedings with certainty, and actual results may differ from any reserves we
establish estimating the probable outcome. Regardless of merit or outcome, these proceedings can be both time-consuming and
disruptive to our operations and may cause significant expense and diversion of management attention. Legal, regulatory and
other proceedings could expose us to significant defense costs, fines, penalties and liability to private parties and governmental
entities for monetary recoveries and other amounts and attorneys’ fees and/or require us to change aspects of our operations,
any of which could have a material adverse effect on our business and results of operations.
15
Tax matters could adversely affect our results of operations and financial condition.
We are subject to income and other taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate
and future tax liability could be adversely affected by numerous factors including the results of tax audits and examinations,
income before taxes being lower than anticipated in countries with lower statutory income tax rates and higher than anticipated
in countries with higher statutory income tax rates, changes in income tax rates, changes in transfer pricing, changes in the
valuation of deferred tax assets and liabilities, changes in applicable tax legislation, regulations, treaties and other guidance,
and changes in accounting principles and interpretations relating to tax matters, any of which could adversely impact our results
of operations and financial condition in future periods. The U.S. Tax Cut and Jobs Act of 2017 (the “2017 Tax Act”)
significantly revised the previous federal income tax code. It is expected that additional interpretive guidance will be issued
with respect to the 2017 Tax Act and such guidance may be different from our interpretation and thus adversely affect our
results. In addition, it is uncertain if and to what extent various states will conform to the newly enacted federal tax law, which
could also impact our tax obligations. Significant judgment is required in evaluating and estimating our worldwide provision
and accruals for taxes, and actual results may differ from our estimations.
In addition, we are subject to the continuous examination of our tax returns and reports by federal, state, provincial and local
tax authorities in the U.S. and foreign countries, and the examining authorities may challenge positions we take. We are
engaged in various proceedings, which are at various stages, with such authorities with respect to assessments, claims,
deficiencies and refunds. We regularly assess the likely outcomes of these proceedings to determine the adequacy and
appropriateness of our provision for income taxes, and increase and decrease our provision as a result of these assessments.
However, the developments in and actual results of proceedings or the result of rulings by or settlements with tax authorities
and courts or due to changes in facts, law or legal interpretations, expiration of applicable statutes of limitations or other
resolutions of tax positions could differ from the amounts we have accrued for such proceedings in either a positive or a
negative manner, which could materially affect our effective income tax rate in a given financial period, the amount of taxes we
are required to pay and our results of operations. In addition, we are subject to tax audits and examinations for payroll, value
added, sales-based and other taxes relating to our businesses.
As our business is subject to seasonal influences, a decrease in sales or margins, a severe disruption or other significant
event that impacts our business during the second half of the year could have a disproportionately adverse effect on our
operating results.
Our business is subject to seasonal influences; we generally realize higher levels of sales and earnings in the second half of the
year, which includes the back-to-school and year-end holiday seasons. Any decrease in sales or margins or any significant
adverse event during this period including those described in the factors in this section, could have a disproportionately adverse
effect on our results of operations.
Our real estate leases generally obligate us for long periods, which subjects us to financial risks.
We lease virtually all of our store locations and either own or lease for long periods our primary distribution centers and
administrative offices. Accordingly, we are subject to the risks associated with leasing and owning real estate, which can
adversely affect our results. While we have the right to terminate some of our leases under specified conditions, including by
making specified payments, we may not be able to terminate a particular lease if or when we would like to do so. If we decide
to close stores, we are generally required to continue to perform obligations under the applicable leases, which generally
include, among other things, paying rent and operating expenses for the balance of the lease term, or paying to exercise rights
to terminate, and the performance of any of these obligations may be expensive. When we assign leases or sublease space to
third parties, or if we sell a business, we can remain liable on the lease obligations if the assignee or sublessee does not perform
(as was the case with some of our former operations). In addition, when the lease terms for the stores in our ongoing operations
expire, we may be unable to negotiate renewals, either on commercially reasonable terms or at all, which could cause us to
close stores or to relocate stores within a market on less favorable terms or in a less favorable location.
Failure to protect our inventory or other assets from loss and theft may impact our financial results.
Risk of loss or theft of assets, including inventory shrinkage, is inherent in the retail business. Loss may be caused by error or
misconduct of Associates, customers, vendors or third parties. Our inability to effectively combat and/or minimize the loss or
theft of assets, or to effectively reduce the impact of those losses, could adversely affect our financial performance.
16
We depend upon strong cash flows from our operations to supply capital to fund our operations, growth, stock repurchases
and dividends and interest and debt repayment.
Our business depends upon our operations to continue to generate strong cash flow to supply capital to support our general
operating activities, to fund our growth and our return of cash to stockholders through our stock repurchase programs and
dividends, and to pay our interest and debt repayments. Our inability to continue to generate sufficient cash flows to support
these activities or to repatriate cash from our international operations in a manner that is cost effective could adversely affect
our growth plans and financial performance including our earnings per share. We borrow on occasion to finance our activities
and if financing were not available to us in adequate amounts and on appropriate terms when needed, it could also adversely
affect our financial performance.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
We lease virtually all of our store locations. Leases in the U.S. and Canada are generally for an initial term of ten years with
options to extend the lease term for one or more five year periods. Leases in Europe generally have an initial term of ten to
fifteen years and leases in Australia generally have an initial lease term of seven to ten years. Some of the leases in Europe and
Australia have options to extend. We have the right to terminate some of these leases before the expiration date under specified
circumstances and some with specified payments.
17
STORE LOCATIONS
Our chains operated stores in the following locations at the end of fiscal 2019; store counts below include both banners within a
combo or a superstore:
United States
Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total Stores
T.J. Maxx
25
17
14
121
17
28
3
4
95
50
6
7
51
23
11
9
16
15
9
25
52
41
17
10
19
6
5
9
16
40
5
80
37
5
47
12
12
51
8
6
22
2
26
70
14
5
37
19
7
23
3
1,252
18
Marshalls HomeGoods Homesense
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2
4
—
—
—
—
—
—
—
—
4
—
3
—
—
—
—
—
2
—
—
—
—
—
—
—
—
1
—
—
—
—
16
6
18
4
145
11
24
5
4
94
34
—
2
45
14
7
6
5
12
3
29
57
27
16
5
17
—
4
11
10
51
4
83
27
1
35
6
9
40
21
6
12
1
18
91
4
1
30
21
3
11
1
1,091
6
14
5
89
10
18
4
—
67
27
—
2
31
8
5
7
5
8
3
20
37
19
12
4
10
1
4
7
10
42
2
49
18
1
22
3
8
32
6
6
9
1
9
50
7
1
23
13
2
12
—
749
Sierra
—
—
—
—
5
1
—
—
—
—
—
1
3
—
—
—
—
—
—
—
2
3
2
—
—
—
1
1
1
2
—
2
—
—
1
—
3
—
—
—
—
—
—
—
1
1
—
2
—
1
2
35
Canada
Alberta
British Columbia
Manitoba
New Brunswick
Newfoundland
Nova Scotia
Ontario
Prince Edward Island
Quebec
Saskatchewan
Total Stores
Europe
United Kingdom
Republic of Ireland
Germany
Poland
Austria
The Netherlands
Total Stores
Australia
Australian Capital Territory
New South Wales
Queensland
Victoria
Total Stores
Winners HomeSense
Marshalls
34
36
9
4
3
11
118
1
49
6
271
20
18
3
3
1
2
55
1
19
3
125
15
7
3
2
1
2
42
—
14
2
88
T.K. Maxx Homesense
345
26
131
43
12
10
567
66
2
—
—
—
—
68
T.K. Maxx
2
15
18
9
44
19
DISTRIBUTION CENTERS
The following is a summary of our primary owned and leased distribution and fulfillment centers and primary administrative
office locations as of February 2, 2019. Square footage information for the distribution and fulfillment centers represents total
“ground cover” of the facility. Square footage information for office space represents total space owned or leased.
Marmaxx
T.J. Maxx
Marshalls
Sierra
HomeGoods
TJX Canada
TJX International
Worcester, Massachusetts
Evansville, Indiana
Las Vegas, Nevada
Charlotte, North Carolina
Pittston Township, Pennsylvania
Memphis, Tennessee
San Antonio, Texas
Atlanta, Georgia
Woburn, Massachusetts
Bridgewater, Virginia
Philadelphia, Pennsylvania
Phoenix, Arizona
494,000 s.f.—owned
989,000 s.f.—owned
1,110,000 s.f.—owned
595,000 s.f.—owned
1,017,000 s.f.—owned
800,000 s.f.—leased
1,215,000 s.f.—owned
780,000 s.f.—owned
472,000 s.f.—leased
562,000 s.f.—leased
1,001,000 s.f.—leased
1,139,000 s.f.—owned
Cheyenne, Wyoming
780,000 s.f.—owned
805,000 s.f.—owned
803,000 s.f.—owned
801,000 s.f.—owned
858,000 s.f.—owned
460,000 s.f.—leased
506,000 s.f.—leased
679,000 s.f.—leased
445,000 s.f.—leased
432,000 s.f.—leased
641,000 s.f.—leased
261,000 s.f.—leased
277,000 s.f.—leased
322,000 s.f.—leased
303,000 s.f.—leased
154,000 s.f.—leased
Brownsburg, Indiana
Bloomfield, Connecticut
Jefferson, Georgia
Tucson, Arizona
Carteret, New Jersey
Brampton, Ontario
Mississauga, Ontario
Torbram, Ontario
Delta, British Columbia
Wakefield, England
Stoke, England
Walsall, England
Bergheim, Germany
Wroclaw, Poland
Chullora, Australia
20
OFFICE SPACE
Corporate, Marmaxx, HomeGoods,
Sierra
Framingham and Marlborough, Massachusetts
Sierra
TJX Canada
TJX International
Cheyenne, Wyoming
Mississauga, Ontario
Watford, England
Dusseldorf, Germany
Mascot, Australia
1,958,000 s.f.—owned and
leased in several buildings
120,000 s.f. —owned
434,000 s.f.—leased
282,000 s.f.—owned and leased
46,000 s. f.—leased
44,000 s. f.—leased
In addition to the office space listed above, we also occupy smaller office locations in various countries.
ITEM 3. Legal Proceedings
TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of
our business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or
collective actions on behalf of various groups of current and former salaried and hourly Associates in the U.S. The lawsuits
allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes. TJX is also a defendant in
a putative class action on behalf of customers relating to compare at pricing. The lawsuits are in various procedural stages and
seek monetary damages, injunctive relief and attorneys’ fees.
ITEM 4. Mine Safety Disclosures
Not applicable.
21
PART II
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
During fiscal 2019, we completed a two-for-one stock split in the form of a stock dividend, paid on November 6, 2018 to the
shareholders of record at the close of business on October 30, 2018. All historical share and per share information, as well as
basic and diluted earnings per share amounts, have been retroactively adjusted to reflect the two-for-one stock split. Our
common stock is listed on the New York Stock Exchange (Symbol: TJX).
The approximate number of common shareholders of record at February 2, 2019 was 2,196.
Information on Share Repurchases
The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2019 and the average price paid
per share are as follows:
Total
Number of Shares
Repurchased(1)
Average Price Paid
Per Share(2)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(1)
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Plans or
Programs(3)
2,629,102
3,594,376
11,544,855
17,768,333
$51.35
$45.91
$48.07
2,629,102
$2,400,789,659
3,594,376
$2,235,789,672
11,544,855
17,768,333
$3,180,789,706
November 4, 2018 through
December 1, 2018
December 2, 2018 through
January 5, 2019
January 6, 2019 through
February 2, 2019
Total:
(1) Consists of shares repurchased under publicly announced stock repurchase programs.
(2)
(3)
Includes commissions for the shares repurchased under stock repurchase programs.
In February 2018, TJX announced a stock repurchase program authorizing an additional $3.0 billion in repurchases, from time to time, under which
approximately $1.7 billion remained available as of February 2, 2019. In February 2019, the Company announced that its Board of Directors had
approved a new stock repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock from time to time.
22
ITEM 6. Selected Financial Data
Amounts in millions, except per share amounts
Income statement and per share data:
Net sales
Net income
Weighted average common shares for diluted
earnings per share calculation (in thousands) (3)
Diluted earnings per share(3)
Cash dividends declared per share(3)
Balance sheet data:
Cash and cash equivalents
Working capital
Total assets
Capital expenditures
Long-term obligations(4)
Shareholders’ equity
Other financial data:
February 2,
2019(1)
February 3,
2018(2)
(53 Weeks)
Fiscal Year Ended
January 28,
2017(1)
January 30,
2016
January 31,
2015
$
$
$
$
$
$
$
$
$
$
38,973
3,060
1,259,252
2.43
0.78
3,030
2,938
14,326
1,125
2,234
5,049
$
$
$
$
$
$
$
$
$
$
35,865
2,608
1,292,209
2.02
0.625
2,758
3,360
14,058
1,058
2,231
5,148
$
$
$
$
$
$
$
$
$
$
33,184
2,298
1,328,864
1.73
0.52
2,930
2,993
12,884
1,025
2,228
4,511
$
$
$
$
$
$
$
$
$
$
30,945
2,278
1,366,502
1.67
0.42
2,095
2,370
11,490
889
1,615
4,307
$
$
$
$
$
$
$
$
$
$
29,078
2,215
1,407,090
1.57
0.35
2,494
2,648
10,978
912
1,613
4,264
After-tax return on average shareholders’
equity
Total debt as a percentage of total
capitalization(5)
Stores in operation
Selling square footage (in thousands)
60.1%
54.0%
52.1%
53.1%
52.2%
30.7%
30.2%
33.1%
27.3%
27.4%
4,306
91,075
4,070
87,548
3,812
83,798
3,614
80,480
3,395
76,537
(1) Fiscal 2019 and Fiscal 2017 include a pension settlement charge and Fiscal 2017 includes a loss on early extinguishment of debt.
(2) Fiscal 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax Act described in Item 7 under “Tax
Cuts and Jobs Act of 2017.”
(3) Fiscal 2018 and prior periods have been restated to reflect the two-for-one stock split completed in November 2018.
(4) Defined as long-term debt, exclusive of current installments.
(5) Defined as shareholders’ equity, short-term debt, and long-term debt including current maturities.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
TJX provides projections and other forward-looking statements in the following discussions particularly relating to the
Company’s future financial performance. These forward-looking statements are estimates based on information currently
available to the Company, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, and subject to the cautionary statements set forth on page 2 of this Form 10-K. The Company’s results are subject to risks
and uncertainties including, but not limited to, those described in Part I, Item 1A, Risk Factors, and those identified from time
to time in our other filings with the Securities and Exchange Commission. TJX undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future developments or otherwise.
The discussion that follows relates to our 52-week fiscal year ended February 2, 2019 (fiscal 2019), our 53-week fiscal year
ended February 3, 2018 (fiscal 2018), and our 52-week fiscal year ended January 28, 2017 (fiscal 2017).
23
OVERVIEW
We are the leading off-price apparel and home fashions retailer in the U.S. and worldwide. We sell a rapidly changing
assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price
retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. We
operate over 4,300 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls and
tjmaxx.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners,
HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in
Europe, and T.K. Maxx in Australia). We also operate Sierra, formerly known as Sierra Trading Post that operates sierra.com
and retail stores in the U.S. The results of Sierra are reported in our Marmaxx segment.
During the fourth quarter of fiscal 2018, the Tax Cuts and Jobs Act of 2017 referred to as “tax reform” or the “2017 Tax Act”
was enacted. The 2017 Tax Act, along with the related reinvestments made by the Company, had a significant impact on our
fiscal 2019 and fiscal 2018 results (see “Tax Cuts and Jobs Act of 2017” below).
During fiscal 2019, we completed a two-for-one stock split of our common stock; as such, all share and related data, as well as
basic and diluted earnings per share amounts have been adjusted to reflect the split.
Highlights of our financial performance for fiscal 2019 include the following:
– Net sales increased to $39 billion for fiscal 2019, up 9% over fiscal 2018. At February 2, 2019, the number of stores
in operation increased 6% and selling square footage increased 4% over the end of fiscal 2018.
– Comp sales increased 6% in fiscal 2019 over an increase of 2% in fiscal 2018 and an increase of 5% in fiscal 2017.
The fiscal 2019 increase was driven primarily by an increase in customer traffic at each of our four segments.
– Diluted earnings per share for fiscal 2019 were $2.43 compared to $2.02 per share in fiscal 2018.
– Our fiscal 2019 pre-tax margin (the ratio of pre-tax income to net sales) was 10.7%, a 0.1 percentage point decrease
compared to 10.8% in fiscal 2018.
– Our cost of sales, including buying and occupancy costs, ratio for fiscal 2019 was 71.4% a 0.3 percentage point
increase compared to 71.1% in fiscal 2018.
– Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2019 was 17.8%, which was flat to fiscal
2018.
– Our consolidated average per store inventories, including inventory on hand at our distribution centers (which
excludes inventory in transit) and excluding our e-commerce businesses, increased 1% on a reported basis and
increased 3% on a constant currency basis at the end of fiscal 2019 as compared to the prior year.
– During fiscal 2019, we repurchased 51.8 million shares of our common stock for $2.5 billion, on a “trade date basis”.
Earnings per share reflect the benefit of our stock repurchase programs. In February 2019, our Board of Directors
approved a repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common
stock.
The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results.
Tax Cuts and Jobs Act of 2017
On December 22, 2017, the 2017 Tax Act was enacted into law which included a reduction of the U.S. corporate income tax
rate to 21 percent, effective January 1, 2018 and had a significant impact on our fiscal 2019 and fiscal 2018 operating results.
The tax benefits recognized due to the 2017 Tax Act resulted in a net benefit to net income of $0.34 per share for fiscal 2019. In
fiscal 2018, the Company reinvested a portion of the tax benefits through a discretionary bonus to eligible non-bonus plan
Associates globally and an incremental contribution to the Company’s defined contribution retirement plans for eligible
Associates in the U.S. and internationally, as well as making contributions to the Company’s charitable foundations,
collectively referred to as “incremental investments related to the 2017 Tax Act.” The tax benefits recognized due to the 2017
Tax Act, offset by the after-tax impact of incremental investments we made related to the 2017 Tax Act, resulted in a net benefit
to net income of $0.09 per share for fiscal 2018.
24
Impact of Brexit
The U.K’s decision to leave the European Union (“EU”), commonly referred to as “Brexit”, remains unsettled. Should the
U.K. exit the EU, there are several possible outcomes each of which creates risks for TJX, especially in our European
operations. Our TJX Europe management team has evaluated a range of possible outcomes, sought to identify areas of concern
and implemented strategies to mitigate them. Our current European operations benefit from the free movement of goods and
labor between the U.K. and EU. As a result, we believe Brexit could have a negative impact on our ability to efficiently move
merchandise between the U.K. and the EU. Brexit could also have a negative impact on our talent in the region, both by
impacting current Associates, who are either EU citizens working in the U.K. or U.K. citizens working in the EU, and
potentially impacting recruitment and retention for our European operations in the future.
If the U.K. does exit the EU, this would require additional regulatory and compliance requirements for merchandise that flows
between the U.K. and the EU. We have developed a plan to realign our European division’s supply chain to reduce the volume
of merchandise flowing between the U.K. and the EU and have established resources and systems to support this plan. In
addition, we continue to communicate with our Associates about Brexit including by providing relevant information about
additional procedures that may be required post-Brexit.
We believe these steps will help us mitigate the operational risks that we expect could result from Brexit. If, however, Brexit
happens without a comprehensive withdrawal agreement between the U.K. and the EU and therefore, without a longer
transitional period, our European operations could be significantly impacted, particularly in the short term. We believe that
over time we would implement appropriate strategies to address that outcome.
Net Sales
Consolidated net sales for fiscal 2019 totaled $39 billion, a 9% increase over $35.9 billion in fiscal 2018. The increase reflected
a 6% increase from comp stores and a 3% increase from non-comp sales. Foreign currency had a neutral impact in fiscal 2019.
Net sales from our e-commerce businesses combined amounted to approximately 2% of total sales and had an immaterial
impact on fiscal 2019 sales growth.
Consolidated net sales for fiscal 2018 totaled $35.9 billion, an 8% increase over $33.2 billion in fiscal 2017. The increase
reflected a 4% increase from non-comp sales, a 2% increase from comp sales, and a 2% increase from the impact of the 53rd
week in the fiscal 2018 calendar. Foreign currency had a neutral impact in fiscal 2018.
Revenues by Geography
The percentages of our consolidated revenues by geography for the last three fiscal years are as follows:
United States
Northeast
Midwest
South (including Puerto Rico)
West
Subtotal
Canada
Europe
Australia
Total
Fiscal 2019
Fiscal 2018
Fiscal 2017
23%
13
25
15
76
10
13
1
100%
24%
12
25
15
76
10
13
1
100%
24%
12
25
16
77
10
13
*
100%
*
Revenue from Australia was less than one percent during fiscal 2017.
Comparable Store Sales
We define comparable store sales (“comp sales”) to be sales of stores that have been in operation for all or a portion of two
consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. We calculate comp sales
on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and
stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of
these stores on the consolidated comp percentage is immaterial.
We define customer traffic to be the number of transactions in stores included in the comp sales calculation and average ticket
to be the average retail price of the units sold. We define average transaction or average basket to be the average dollar value of
transactions included in the comp sales calculation.
25
Sales excluded from comp sales (“non-comp sales”) consists of
– New stores - stores that have not yet met the comp sales criteria, which represents a substantial majority of non-comp
sales
– Stores that are closed permanently or for an extended period of time
– Sales from our e-commerce businesses, meaning Sierra (including stores), tjmaxx.com and tkmaxx.com
We determine which stores are included in the comp sales calculation at the beginning of a fiscal year and the classification
remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year. In
the third quarter of fiscal 2018, 37 stores were significantly impacted by hurricanes, mostly in Puerto Rico, and were excluded
from comp sales. These stores will be included in the comp sales measures once they again meet the comp sales criteria.
Comp sales of our foreign segments are calculated by translating the current year’s comp sales of our foreign segments at the
same exchange rates used in the prior year. This removes the effect of changes in currency exchange rates, which we believe is
a more accurate measure of segment operating performance.
Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies
across the retail industry, therefore our measure of comp sales may not be comparable to other retail companies.
Comp sales increases across all of our segments for fiscal 2019 were primarily due to an increase in customer traffic. In fiscal
2019, home fashions and apparel both grew, with apparel outperforming home fashions. Geographically, in the U.S., the
Southeast, Great Lakes and the Southwest regions reported the highest comp sales increases, and the Mid Atlantic was below
the consolidated average. Comp sales increases for TJX Canada and TJX International were below the consolidated average.
Comp sales increases across all of our segments for fiscal 2018 were primarily due to an increase in customer traffic. We also
had an increase in the number of units sold, which was more than offset by a reduction in the average ticket. In fiscal 2018,
home fashions and apparel both grew, with home fashions performing better than apparel. Geographically, in the U.S., the
Southeast and the Southwest regions reported the highest comp sales increases, and the Northeast was below the consolidated
average. In Canada, comp sales increases were well above the consolidated average and TJX International was at the
consolidated average.
The following table sets forth our consolidated operating results as a percentage of net sales.
Net sales
Cost of sales, including buying and occupancy costs
Selling, general and administrative expenses
Impairment of goodwill and other long-lived assets
Loss on early extinguishment of debt
Pension settlement charge
Interest expense, net
Income before provision for income taxes*
*
Figures may not foot due to rounding.
Impact of foreign currency exchange rates
Percentage of Net Sales
Fiscal Year 2019 Fiscal Year 2018 Fiscal Year 2017
100.0%
71.4
17.8
—
—
0.1
—
10.7%
100.0%
71.1
17.8
0.3
—
—
0.1
10.8%
100.0%
71.0
17.4
—
0.2
0.1
0.1
11.2%
Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a
division’s local currency in relation to other currencies. Two ways in which foreign currency exchange rates affect our reported
results are as follows:
– Translation of foreign operating results into U.S. dollars: In our financial statements, we translate the operations of
TJX Canada and TJX International from local currencies into U.S. dollars using currency rates in effect at different
points in time. Significant changes in foreign exchange rates between comparable prior periods can result in
meaningful variations in consolidated net sales, net income and earnings per share growth as well as the net sales and
operating results of these segments. Currency translation generally does not affect operating margins, or affects them
only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a
given period.
26
–
Inventory-related derivatives: We routinely enter into inventory-related hedging instruments to mitigate the impact on
earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other
than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected
“hedge accounting” for these instruments as defined by U.S. generally accepted accounting principles (“GAAP”), we
record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each
reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively
offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they
are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a
short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect
the cost of sales, operating margins and earnings we report.
We refer to the impact of the above two items throughout our discussion as “foreign currency.” This does not include the
impact currency exchange rates can have on various transactions that are denominated in a currency other than an operating
division’s local currency. When discussing the impact on our results of the effect of currency exchange rates on such
transactions we refer to it as “transactional foreign exchange.”
Cost of Sales, Including Buying and Occupancy Costs
Cost of sales, including buying and occupancy costs, as a percentage of net sales was 71.4% in fiscal 2019 compared to 71.1%
in fiscal 2018 and 71.0% in fiscal 2017. The increase in this expense ratio during fiscal 2019 was driven by higher supply chain
costs as we continue to invest in existing and open new distribution centers as well as the absence of the benefit of the 53rd
week reflected in last year's expense ratio. Merchandise margin was essentially flat compared to fiscal 2018 despite
significantly higher freight costs.
The increase in the fiscal 2018 expense ratio was driven by higher supply chain costs as we continue to invest and open new
distribution centers. This was offset by the favorable impact of mark-to-market of inventory derivatives that benefited the
expense ratio by approximately 0.1 percentage point as well as an estimated 0.1 percentage point benefit from the 53rd week in
the Company’s fiscal 2018 calendar. Fiscal 2018 merchandise margin was essentially flat to fiscal 2017.
Selling, General and Administrative Expenses
SG&A expenses as a percentage of net sales were 17.8% in fiscal 2019 and fiscal 2018, and 17.4% in fiscal 2017. The fiscal
2019 expense ratio reflects an increase in incentive compensation accruals due to a stronger than expected operating
performance as well as store wage increases, partially offset by leverage on strong comp sales. The fiscal 2018 expense ratio
reflects the impact of the incremental investments related to the 2017 Tax Act and higher employee payroll costs due to wage
increases.
Impairment of Goodwill and Other Long-lived Assets, Related to Sierra
During the fourth quarter of fiscal 2018, we recorded a $99.3 million impairment charge, primarily related to goodwill, as the
estimated fair value of Sierra fell below the carrying value due to a decrease in projected revenue growth rates. The impairment
charge is included in the Marmaxx segment.
Loss on Early Extinguishment of Debt
During the third quarter of fiscal 2017, we issued $1.0 billion of 2.25% ten-year notes. We used a portion of the proceeds to
redeem our $375 million 6.95% notes on October 12, 2016, prior to their scheduled maturity of April 15, 2019 and we recorded
a pre-tax loss on the early extinguishment of debt of $51.8 million.
Pension Settlement Charge
During the third quarter of fiscal 2019, we annuitized and transferred current pension obligations for certain U.S. retirees and
beneficiaries under the qualified pension plan through the purchase of a group annuity contract with an insurance company. We
transferred $207.4 million of pension plan assets to the insurance company, thereby reducing our pension benefit obligations.
The transaction had no cash impact to TJX but did result in a non-cash pre-tax pension settlement charge of $36.1 million.
During the third quarter of fiscal 2017, we offered eligible former TJX Associates, who had not yet commenced receiving their
qualified pension plan benefit, an opportunity to receive a lump sum payout of their vested pension benefit. As a result, TJX’s
qualified pension plan paid $103.2 million from pension plan assets to those who accepted this offer. This transaction had no
cash impact to TJX, but did result in a non-cash pre-tax pension settlement charge of $31.2 million.
27
Interest Expense, net
The components of interest expense, net for the last three fiscal years are summarized below:
In thousands
Interest expense
Capitalized interest
Interest (income)
Interest expense, net
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
69,102 $
(4,263)
(55,979)
8,860 $
69,237 $
(4,942)
(32,707)
31,588 $
69,219
(7,548)
(18,137)
43,534
The decrease in interest expense, net for fiscal 2019 and fiscal 2018 was driven by additional interest income, primarily due to
higher return rates.
Provision for Income Taxes
Our effective annual income tax rate was 26.7% in fiscal 2019, 32.4% in fiscal 2018 and 38.3% in fiscal 2017. The decrease in
the fiscal 2019 effective income tax rate is primarily driven by the reduction of the U.S. federal statutory rate from 35% to
21%. The decrease in the effective income tax rate in fiscal 2018 was primarily due to the favorable effect of the 2017 Tax Act,
excess tax benefit from share-based compensation attributable to the adoption of ASU 2016-09- Compensation- Stock
Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, and the jurisdictional mix of
income.
The 2017 Tax Act made broad and complex changes to the U.S. tax code which impacted fiscal 2019 and fiscal 2018 including,
but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%. In December 2017, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 118, which allows a measurement period, not to exceed one year,
to finalize the accounting for the income tax impacts of the 2017 Tax Act. We completed our analysis in the fourth quarter of
fiscal 2019 and determined there was no material adjustment to the income tax expense.
Net Income and Diluted Earnings Per Share
Net income was $3.1 billion in fiscal 2019 compared to $2.6 billion in fiscal 2018 and $2.3 billion in fiscal 2017. Diluted
earnings per share were $2.43 in fiscal 2019, $2.02 in fiscal 2018 and $1.73 in fiscal 2017. Year over year results are impacted
by numerous items that impact comparability as summarized below.
Net benefit of 2017 Tax Act items(1)
Benefit of 53rd week in FY18
Sierra impairment charge
Pension settlement charge
Loss on early extinguishment of debt
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
$
$
$
(0.34) $
— $
— $
0.02 $
— $
(0.09) $
(0.06) $
0.05 $
— $
— $
—
—
—
0.01
0.02
(1) Refer to the Tax Cuts and Jobs Act of 2017 section within this MD&A for further details on the net benefit of 2017 Tax Act items.
In addition, foreign currency exchange rates had a neutral impact on earnings per share in fiscal 2019 when compared to fiscal
2018, and a $0.02 positive impact in fiscal 2018 when compared to fiscal 2017.
Our stock repurchase programs, which reduce our weighted average diluted shares outstanding, benefited our earnings per
share growth by approximately 3% in each fiscal year presented.
28
Segment Information
We operate four main business segments. Our Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the HomeGoods
segment (HomeGoods and Homesense) both operate in the United States. Our TJX Canada segment operates Winners,
HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in
Europe and T.K. Maxx in Australia. We also operate Sierra, formerly Sierra Trading Post that operates sierra.com and retail
stores in the U.S. The results of Sierra are included in our Marmaxx segment.
We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income or loss
before general corporate expense, loss on early extinguishment of debt, the pension settlement charge and interest expense, net.
“Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other entities. The
terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales.
These measures of performance should not be considered an alternative to net income or cash flows from operating activities as
an indicator of our performance or as a measure of liquidity.
Presented below is selected financial information related to our business segments.
29
U.S. SEGMENTS
Marmaxx
In millions
Net sales
Segment profit
Segment profit as a percentage of net sales
Increase in comp sales
Stores in operation at end of period
T.J. Maxx
Marshalls
Sierra
Total
Selling square footage at end of period (in thousands)
T.J. Maxx
Marshalls
Sierra
Total
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
24,058.0
3,253.9
$
$
22,249.1
2,949.4
$
$
21,246.0
2,995.0
13.5%
7%
13.3%
1%
14.1%
5%
1,252
1,091
35
2,378
27,484
25,269
598
53,351
1,223
1,062
27
2,312
27,077
24,916
470
52,463
1,186
1,035
12
2,233
26,614
24,750
227
51,591
Net sales for Marmaxx increased 8% in fiscal 2019 on top of a 5% increase in fiscal 2018. The fiscal 2019 increase reflects a
7% increase from comp sales and a 1% increase from non-comp sales. The sales increase of 5% in fiscal 2018 reflects a 2%
increase from non-comp sales, a 2% increase from the 53rd week and a 1% increase from comp sales. Comp sales growth at
Marmaxx for fiscal 2019 was primarily due to a 5% increase in customer traffic on top of a 3% increase in customer traffic in
fiscal 2018. Geographically, comp sales were strong throughout most of the country as all regions posted a 5% comp or greater.
Apparel outperformed home fashions in fiscal 2019 with both categories posting solid comp sales growth. Sales of our U.S. e-
commerce businesses represented approximately 3% of Marmaxx’s net sales.
Segment margin increased to 13.5% in fiscal 2019 compared to 13.3% in fiscal 2018. This comparison is impacted by items
impacting the fiscal 2018 segment margin, primarily the Sierra impairment charge which reduced last year’s segment margin by
0.4 percentage points. Marmaxx results for fiscal 2019 reflect an improvement due to expense leverage on the strong comp
sales which was more than offset by higher incentive compensation accruals due to the stronger than expected operating
performance and an increase in distribution costs and store wages. Collectively these items reduced the fiscal 2019 segment
margin by 0.7 percentage points. Merchandise margin was essentially flat for fiscal 2019 compared to fiscal 2018 despite a
significant increase in freight costs. Our U.S. e-commerce businesses, excluding the fiscal 2018 impairment charge, did not
have a significant impact on year-over-year segment margin comparisons.
Segment margin in fiscal 2018 was 13.3% compared to 14.1% in fiscal 2017. Marmaxx results for fiscal 2018 reflect a 0.4
percentage point negative impact from the Sierra impairment charge. In addition, higher store payroll costs, primarily due to
wage increases, and higher distribution costs, primarily due to processing more units, collectively reduced segment margin by
approximately 0.5 percentage points. The fiscal 2018 segment margin was also negatively impacted by expense deleverage on
the 1% comp sales but was favorably impacted by approximately 0.1 percentage point due to the 53rd week. Merchandise
margin was flat for fiscal 2018 compared to fiscal 2017. Our U.S. e-commerce businesses, excluding the impairment charge,
did not have a significant impact on year-over-year segment margin comparisons.
In fiscal 2020, we expect to open approximately 60 Marmaxx stores and 10 Sierra stores, which would increase selling square
footage by approximately 2%.
30
HomeGoods
In millions
Net sales
Segment profit
Segment profit as a percentage of net sales
Increase in comp sales
Stores in operation at end of period
HomeGoods
Homesense
Total
Selling square footage at end of period (in thousands)
HomeGoods
Homesense
Total
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
5,787.4
671.9
$
$
5,116.3
674.5
$
$
4,404.6
613.8
11.6%
4%
749
16
765
13,775
343
14,118
13.2%
4%
667
4
671
13.9%
6%
579
—
579
12,448
81
12,529
11,119
—
11,119
HomeGoods’ net sales increased 13% in fiscal 2019, on top of a 16% increase in fiscal 2018. The increase in fiscal 2019
reflects a 9% increase from non-comp sales and a 4% increase from comp sales. The sales increase of 16% in fiscal 2018
reflects a 10% increase from non-comp sales, a 4% increase from comp sales and a 2% increase due to the 53rd week. Comp
sales growth at HomeGoods for fiscal 2019 was due to a 5% increase in customer traffic on top of a 4% increase in customer
traffic in fiscal 2018.
Segment profit margin decreased to 11.6% for fiscal 2019 compared to 13.2% for fiscal 2018. The decrease in segment margin
for fiscal 2019 includes a decline in merchandise margin due to increased freight costs. In addition, higher distribution center
costs and higher store wage costs as well as costs in connection with investing in more stores, collectively reduced segment
margin by approximately 1.1 percentage points.
Segment profit margin for fiscal 2018 was 13.2% compared to 13.9% for fiscal 2017. The decrease in segment margin for fiscal
2018 includes a decline in merchandise margin of 0.5 percentage points, primarily as a result of increased freight costs. In
addition, higher distribution center costs primarily due to opening a new distribution center, higher store payroll costs,
primarily due to wage increases, as well as costs in connection with opening more stores as compared to fiscal 2017, including
our first Homesense stores, collectively reduced segment margin by approximately 0.8 percentage points. These costs were
partially offset by expense leverage on comp sales growth as well as the benefit of the 53rd week which lifted segment margin
by approximately 0.2 percentage points.
In fiscal 2020, we plan an increase of approximately 65 HomeGoods stores and 15 Homesense stores, which would increase
selling square footage by approximately 11%.
31
FOREIGN SEGMENTS
TJX Canada
U.S. dollars in millions
Net sales
Segment profit
Segment profit as a percentage of net sales
Increase in comp sales
Stores in operation at end of period
Winners
HomeSense
Marshalls
Total
Selling square footage at end of period (in thousands)
Winners
HomeSense
Marshalls
Total
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
3,869.8
551.6
$
$
3,642.3
530.1
$
$
3,171.1
413.4
14.3%
4%
14.6%
5%
13.0%
8%
271
125
88
484
5,862
2,323
1,885
10,070
264
117
73
454
5,780
2,179
1,621
9,580
255
106
57
418
5,629
1,984
1,307
8,920
Net sales for TJX Canada increased 6% in fiscal 2019, on top of a 15% increase in fiscal 2018. The increase in sales for fiscal
2019 reflects comp sales growth of 4% and a 4% increase from non-comp sales, offset by a 2% negative impact of foreign
currency translation. The increase in sales for fiscal 2018 reflects comp sales growth of 5%, a 5% increase from non-comp
stores, a 3% positive impact of foreign currency translation and a 2% impact of the 53rd week. The comp sales increase in fiscal
2019 was due to a 5% increase in customer traffic on top of a 5% increase in customer traffic in fiscal 2018.
Segment profit margin decreased to 14.3% in fiscal 2019 compared to 14.6% in fiscal 2018. The decrease in segment margin
was primarily due to the combination of a higher store wage and freight costs, partially offset by expense leverage on the strong
comp sales.
Segment profit margin increased 1.6 percentage points to 14.6% in fiscal 2018. The increase in segment margin was primarily
due to the combination of an increase in merchandise margin of 0.6 percentage points, which benefited from the year-over-year
increase in the Canadian dollar, and expense leverage on the strong comp sales. The increase in the segment margin also
included a favorable impact of 0.3 percentage points due to foreign currency, primarily the mark-to-market impact of the
inventory derivatives. The fiscal 2018 segment margin also benefited from the 53rd week, which lifted the segment margin by
approximately 0.1 percentage point.
In fiscal 2020, we plan an increase of approximately 30 stores in Canada, which would increase selling square footage by
approximately 5%.
32
TJX International
U.S. dollars in millions
Net sales
Segment profit
Segment profit as a percentage of net sales
Increase in comp sales
Stores in operation at end of period
T.K. Maxx
Homesense
T.K. Maxx Australia
Total
Selling square footage at end of period (in thousands)
T.K. Maxx
Homesense
T.K. Maxx Australia
Total
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
5,257.8
285.8
$
$
4,856.9
249.2
$
$
4,362.0
235.5
5.4%
3%
567
68
44
679
5.1%
2%
540
55
38
633
5.4%
2%
503
44
35
582
11,693
1,029
814
13,536
11,379
883
714
12,976
10,787
714
667
12,168
Net sales for TJX International increased 8% in fiscal 2019 on top of an 11% increase in fiscal 2018. The increase in sales for
fiscal 2019 reflects a 4% increase from non-comp sales, comp sales growth of 3%, and a 1% positive impact from foreign
currency translation. The increase in comp sales for fiscal 2019 was driven by a 4% increase in customer traffic. E-commerce
sales represent less than 3% of TJX International’s net sales in fiscal 2019 and fiscal 2018. The increase in fiscal 2018 reflects
a 7% increase from non-comp sales, comp sales growth of 2% and a 2% benefit from the 53rd week. Foreign currency
translation had a neutral impact on fiscal 2018 sales growth. The increase in comp sales for fiscal 2018 was primarily driven by
an increase in customer traffic.
Segment profit margin increased to 5.4% for fiscal 2019 compared to 5.1% for fiscal 2018. The increase in segment margin was
driven by favorable merchandise margins of 0.4 percentage points, primarily due to lower markdowns, along with the favorable
reserve adjustment relating to a wage audit and expense leverage on occupancy costs. These improvements were partially offset
by higher supply chain costs associated with the opening of a new distribution center in fiscal 2018 and higher store payroll,
which collectively reduced segment margin by approximately 0.4 percentage points.
Segment profit margin decreased 0.3 percentage points to 5.1% in fiscal 2018 compared to 5.4% in fiscal 2017. The decrease in
segment margin was driven by higher supply chain costs associated with the opening of a new distribution center and higher
store payroll, which collectively reduced segment margin by approximately 0.7 percentage points. Segment margin was also
negatively impacted by expense deleverage on the 2% comp sales growth. These declines in segment margin were partially
offset by a favorable impact of 0.4 percentage points due to foreign currency, primarily the mark-to-market impact of the
inventory derivatives as well as the benefit of the 53rd week, which lifted the segment margin by approximately 0.2 percentage
points.
We expect to add approximately 50 stores to TJX International in fiscal 2020, which would increase selling square footage by
approximately 5%.
33
GENERAL CORPORATE EXPENSE
In millions
General corporate expense
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
545.0 $
515.0 $
408.2
General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of
our business segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment
of our fuel hedges is included in cost of sales, including buying and occupancy costs.
The increase in general corporate expense for fiscal 2019 was primarily driven by incremental systems and technology costs,
global IT restructuring costs, and higher incentive compensation accruals. Collectively these items increased general corporate
expense by approximately $100 million. These increases were partially offset by the absence in fiscal 2019 of the Associate
related investments of approximately $70 million incurred in fiscal 2018 associated with the 2017 Tax Act.
The increase in general corporate expense for fiscal 2018 was primarily driven by the incremental investments related to the
2017 Tax Act. These investments include a discretionary bonus to eligible non-bonus plan Associates, additional retirement
plan contributions and contributions to TJX’s charitable foundations, which totaled $100 million in fiscal 2018.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed,
by short-term bank borrowings and the issuance of commercial paper. As of February 2, 2019, there were no short-term bank
borrowings or commercial paper outstanding.
We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, described in Note J –
Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are more than adequate to meet our
operating needs over the next fiscal year.
As of February 2, 2019, TJX held $3.0 billion in cash. Approximately $1.2 billion of our cash was held by our foreign
subsidiaries with $420.6 million held in countries where we provisionally intend to indefinitely reinvest any undistributed
earnings. TJX has provided for all applicable state and foreign withholding taxes on all undistributed earnings of its foreign
subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 2, 2019. If we repatriate cash from
such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding
taxes paid.
Operating Activities
Net cash provided by operating activities was $4.1 billion in fiscal 2019, $3.0 billion in fiscal 2018 and $3.6 billion in fiscal
2017. The cash generated from operating activities in each of these fiscal years was largely due to operating earnings.
Operating cash flows for fiscal 2019 increased by $1.1 billion compared to fiscal 2018. Net income, adjusted for non-cash
items increased operating cash flows in fiscal 2019 as compared to fiscal 2018 by $0.5 billion. In addition there was a $0.6
billion increase in cash flows related to prepaid expenses and other current assets largely due to the prefunding of certain
service contracts in fiscal 2018.
Operating cash flows for fiscal 2018 decreased by $0.6 billion compared to fiscal 2017. Net income, adjusted for non-cash
items increased operating cash flows in fiscal 2018 as compared to fiscal 2017 by $0.3 billion. This increase in cash flows was
more than offset by a $0.3 billion decrease in cash flows related to merchandise inventories, net of related accounts payable, a
$0.3 billion decrease in cash flows related to accounts receivable and prepaid expenses and a $0.3 billion decrease in cash
flows related to accrued expenses and other liabilities. Merchandise inventories, net of related accounts payable increased in
fiscal 2018 due in part to the lower inventory levels we carried at fiscal 2017 year end. The increase in accounts receivable was
driven by credit card receivables. The increase in prepaid expenses and other current assets was primarily due to the prefunding
of certain service contracts as well as the timing of rent payments which was impacted by the timing in our fiscal year end
dates. The change in accrued expenses and other liabilities was driven by a reduction in sales taxes and income taxes payable,
primarily due to timing of payments and benefits associated with the 2017 Tax Act, as well as a contribution of $100 million to
the Company’s defined benefit pension plan in fiscal 2018, as compared to $50 million in fiscal 2017.
34
Investing Activities
Net cash used in investing activities resulted in net cash outflows of $0.6 billion in fiscal 2019, $1.0 billion in fiscal 2018 and
$1.2 billion in fiscal 2017. The cash outflows were primarily driven by capital expenditures and, in addition, the activity in
fiscal 2019 reflects the liquidation of short-term investments by TJX Canada as a result of a repatriation of earnings completed
during the second quarter.
Net cash used in investing activities include capital expenditures for the last three fiscal years as set forth in the table below.
In millions
New stores
Store renovations and improvements
Office and distribution centers
Total capital expenditures
Fiscal Year Ended
February 2,
2019
February 3,
2018
January 28,
2017
$
$
201.2 $
347.2
576.7
1,125.1 $
226.0 $
335.2
496.4
191.2
274.8
558.7
1,057.6 $
1,024.7
We expect our capital expenditures in fiscal 2020 will be approximately $1.5 billion, including approximately $900 million for
our offices and distribution centers (including buying and merchandising systems and other information systems) to support
growth, approximately $400 million for store renovations and approximately $200 million for new stores. We plan to fund
these expenditures through internally generated funds.
In fiscal 2019, we purchased $0.2 billion of investments, compared to $0.9 billion in fiscal 2018. Additionally, $0.6 billion of
investments were sold or matured during fiscal 2019 compared to $0.9 billion in the prior year. This activity primarily relates to
short-term investments which had initial maturities in excess of 90 days and, per our policy, are not classified as cash on the
consolidated balance sheets presented.
Financing Activities
Net cash used in financing activities resulted in net cash outflows of $3.1 billion in fiscal 2019, $2.3 billion in fiscal 2018 and
$1.6 billion in fiscal 2017. These cash outflows were primarily driven by equity repurchases partially offset by issuances,
dividend payments and debt transactions.
Equity
TJX repurchased and retired 51.8 million shares of its common stock at a cost of $2.5 billion during fiscal 2019, on a “trade
date basis.” TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. Under our stock
repurchase programs, we spent $2.4 billion to repurchase 50.8 million shares of our stock in fiscal 2019, $1.6 billion to
repurchase 44.4 million shares of our stock in fiscal 2018 and $1.7 billion to repurchase 44.6 million shares of our stock in
fiscal 2017.
For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to
Consolidated Financial Statements.
In February 2019, our Board of Directors approved an additional repurchase program authorizing the repurchase of up to an
additional $1.5 billion of TJX stock. We currently plan to repurchase approximately $1.75 billion to $2.25 billion of stock
under our stock repurchase programs in fiscal 2020. We determine the timing and amount of repurchases based on our
assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of
prospects for our business, legal requirements and other factors. The timing and amount of these purchases may change.
Dividends
We declared quarterly dividends on our common stock which totaled $0.78 per share in fiscal 2019, $0.625 per share in fiscal
2018 and $0.52 per share in fiscal 2017. Cash payments for dividends on our common stock totaled $923 million in fiscal 2019,
$764 million in fiscal 2018 and $651 million in fiscal 2017. We also received proceeds from the exercise of employee stock
options of $255 million in fiscal 2019, $134 million in fiscal 2018 and $164 million in fiscal 2017. We expect to pay quarterly
dividends for fiscal 2020 of $0.23 per share, or an annual dividend of $0.92 per share, subject to the declaration and approval of
our Board of Directors. This would represent an 18% increase over the per share dividends declared and paid in fiscal 2019.
35
Debt
During the fiscal 2017 third quarter we received net proceeds of $992.5 million from the issuance of $1 billion of 2.25% ten-
year notes. A portion of the proceeds were used to redeem our $375 million 6.95% notes prior to their scheduled maturity. The
redemption of the notes, including the prepayment penalty, resulted in cash outflows of $426 million.
For further information regarding debt, see Note J – Long-Term Debt and Credit Lines of Notes to Consolidated Financial
Statements.
Contractual Obligations
As of February 2, 2019, we had known contractual obligations under long-term debt arrangements (including current
installments), other long-term obligations, operating leases for property and equipment and purchase obligations as follows:
In thousands
Payments Due by Period
Tabular Disclosure of Contractual Obligations
Long-term debt and other long-term obligations (1)
Operating lease commitments (2)
Purchase obligations (3)
Total obligations
Total
Less Than 1
Year
1-3 Years
3-5 Years
More Than 5
Years
$ 2,537,813 $
55,625 $
850,938 $
563,750 $ 1,067,500
9,791,971
1,676,700
3,044,822
2,295,604
2,774,845
3,843,184
3,666,288
155,963
20,933
—
$ 16,172,968 $ 5,398,613 $ 4,051,723 $ 2,880,287 $ 3,842,345
Includes estimated interest costs.
(1)
(2) Reflects minimum rent. Does not include costs for insurance, real estate taxes, other operating expenses and, in some cases, rentals based on a percentage
(3)
of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2019.
Includes estimated obligations under purchase orders for merchandise and under agreements for capital items, products and services used in our business,
including executive employment and other agreements. Excludes agreements that can be canceled without penalty.
We also have long-term liabilities for which it is not reasonably possible for us to predict when they may be paid which include
$449.1 million for employee compensation and benefits and $235.5 million for uncertain tax positions.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with GAAP which require us to make certain estimates and
judgments that impact our reported results. These judgments and estimates are based on historical experience and other factors
which we continually review and believe are reasonable. We consider our most critical accounting policies, involving
management estimates and judgments, to be those relating to the areas described below.
Inventory Valuation
We use the retail method for valuing inventory for all our businesses except T.K. Maxx in Australia. The businesses that utilize
the retail method have some inventory that is initially valued at cost before the retail method is applied as it has not been fully
processed for sale (i.e. inventory in transit and unprocessed inventory in our distribution centers). Under the retail method, the
cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to the retail value
of inventory. It involves management estimates with regard to markdowns and inventory shrinkage. Under the retail method,
permanent markdowns are reflected in inventory valuation when the price of an item is reduced. Typically, a significant area of
judgment in the retail method is the amount and timing of permanent markdowns. However, as a normal business practice, we
have a specific policy as to when and how markdowns are to be taken, greatly reducing management’s discretion and the need
for management estimates as to markdowns. Inventory shrinkage requires estimating a shrinkage rate for interim periods, but
we take a full physical inventory near the fiscal year end to determine shrinkage at year end. Historically, the variance between
estimated shrinkage and actual shrinkage has not been material to our annual financial results. We do not generally enter into
arrangements with vendors that provide for rebates and allowances that could ultimately affect the value of inventory.
36
Impairment of Long-lived Assets, Goodwill and Tradenames
We evaluate our long-lived assets, goodwill and tradenames for indicators of impairment at least annually in the fourth quarter
of each fiscal year or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Significant judgment is involved in projecting the cash flows of individual stores, as well as of our business units, which
involve a number of factors including historical trends, recent performance and general economic assumptions. If we determine
that an impairment of long-lived assets or tradenames has occurred, we record an impairment charge equal to the excess of the
carrying value of those assets over the estimated fair value of the assets. If we determine that an impairment of goodwill has
occurred, we record an impairment charge equal to the excess of the carrying value of the applicable reporting unit over the
estimated fair value of the reporting unit, but not in excess of the carrying amount of goodwill. We determine the fair value of
our business units using the discounted cash flow method which requires assumptions for the weighted average cost of capital
(“WACC”) and revenue growth for the related business unit. The fair value of our business units exceeds their carrying value
by a significant amount.
Reserves for Uncertain Tax Positions
Like many large corporations, our income and other tax returns and reports are regularly audited by federal, state and local tax
authorities in the United States and in foreign jurisdictions where we operate and such authorities may challenge positions we
take. We are engaged in various administrative and judicial proceedings in multiple jurisdictions with respect to assessments,
claims, deficiencies and refunds and other tax matters, which proceedings are in various stages of negotiation, assessment,
examination, litigation and settlement. The outcomes of these proceedings are uncertain. In accordance with GAAP, we
evaluate our uncertain tax positions based on our understanding of the facts, circumstances and information available at the
reporting date, and we accrue for exposure when we believe that it is more likely than not, based on the technical merits, that
the positions we have taken will not be sustained. However, in the next twelve months and in future periods, the amounts we
accrue for uncertain tax positions from time to time or ultimately pay, as the result of the final resolutions of examinations,
judicial or administrative proceedings, changes in facts, law, or legal interpretations, expirations of applicable statute of
limitations or other resolutions of, or changes in, tax positions may differ either positively or negatively from the amounts we
have accrued, and may result in reductions to or additions to accruals, refund claims or payments for periods not currently
under examination or for which no claims have been made, such as the recently enacted 2017 Tax Act. Final resolutions of our
tax positions or changes in accruals for uncertain tax positions could result in additional tax expense or benefit and could have a
material impact on our results of operations of the period in which an examination or proceeding is resolved or in the period in
which a changed outcome becomes probable and reasonably estimable.
The 2017 Tax Act significantly changes how corporations are taxed, requiring complex computations to be performed that were
not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions and significant
estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The
U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of
the 2017 Tax Act will be applied or otherwise administered that is different from our interpretation. As we continue our analysis
of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to
amounts that we have recorded that may materially impact our provision for income taxes in the period in which the
adjustments are made.
Loss Contingencies
Certain conditions may exist as of the date the financial statements are issued that may result in a loss to us but will not be
resolved until one or more future events occur or fail to occur. Our management, with the assistance of our legal counsel,
assesses such contingent liabilities. Such assessments inherently involve the exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against us or claims that may result in such proceedings, our legal
counsel assists us in evaluating the perceived merits of any legal proceedings or claims as well as the perceived merits of the
relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the
liability can be reasonably estimated, we will accrue for the estimated liability in the financial statements. If the assessment
indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be
reasonably estimated, we will disclose the nature of the contingent liability, together with an estimate of the range of the
possible loss or a statement that such loss is not reasonably estimable.
RECENT ACCOUNTING PRONOUNCEMENTS
For a discussion of accounting pronouncements, see Note A- Basis of Presentation and Summary of Accounting Policies of
Notes to Consolidated Financial Statements included in this annual report on Form 10-K, including the dates of adoption and
estimated effects on our results of operations, financial position or cash flows.
37
ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
TJX is exposed to market risks in the ordinary course of business. Some potential market risks are discussed below:
FOREIGN CURRENCY EXCHANGE RISK
We are exposed to foreign currency exchange rate risk on the translation of our foreign operations into the U.S. dollar and on
purchases of goods in currencies that are not the local currencies of stores where the goods are sold and on intercompany debt
and interest payable between and among our domestic and international operations. Our currency risk primarily relates to our
activity in the Canadian dollar, British pound and Euro. As more fully described in Note E- Financial Instruments of Notes to
Consolidated Financial Statements, we use derivative financial instruments to hedge a portion of certain merchandise purchase
commitments, primarily at our international operations, and a portion of our intercompany transactions with and within our
international operations. We enter into derivative contracts only for the purpose of hedging the underlying economic exposure.
We utilize currency forward and swap contracts, designed to offset the gains or losses on the underlying exposures. The
contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries.
Our foreign exchange risk management policy prohibits us from using derivative financial instruments for trading or other
speculative purposes and we do not use any leveraged derivative financial instruments. We have performed a sensitivity
analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates applied to the hedging contracts
and the underlying exposures described above as well as the translation of our foreign operations into our reporting currency.
As of February 2, 2019 and February 3, 2018, the analysis indicated that such an adverse movement would not have a material
effect on our consolidated financial position but could have reduced our pre-tax income by approximately $84 million and
$78 million, in fiscal years 2019 and 2018, respectively.
EQUITY PRICE AND OTHER MARKET RISK
The assets of our funded qualified pension plan, a portion of which are equity securities, are subject to the risks and
uncertainties of the financial markets. We invest the pension assets (described further in Note I- Pension Plans and Other
Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to minimize and control our
exposure to market uncertainties. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall
market volatility risks. A significant decline in the financial markets could adversely affect the value of our pension plan assets
and the funded status of our pension plan, resulting in increased required contributions to the plan or other plan-related
liabilities. Our pension plan investment policy prohibits the use of derivatives for speculative purposes.
ITEM 8. Financial Statements and Supplementary Data
The information required by this item may be found on pages F-1 through F-38 of this annual report on Form 10-K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
38
ITEM 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this
report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in
ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
(ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of
implementing controls and procedures.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fourth quarter of fiscal 2019 identified in connection with our Chief Executive Officer’s and Chief
Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
(c) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process
designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar
functions, and effected by our 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 GAAP
and includes those policies and procedures that:
– Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of TJX;
– Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with GAAP, and that receipts and expenditures of TJX are being made only in accordance with
authorizations of management and directors of TJX; and
– Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of TJX’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 2, 2019
based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that its internal control
over financial reporting was effective as of February 2, 2019.
(d) Attestation Report of the Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on our consolidated
financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of
February 2, 2019, and has issued an attestation report on the effectiveness of our internal control over financial reporting
included herein.
ITEM 9B. Other Information
Not applicable.
39
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information concerning our executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I
of this report. TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120
days after the close of its fiscal year ended February 2, 2019 (Proxy Statement). The other information required by this Item
and not given in this Item will appear under the headings “Election of Directors” and “Corporate Governance,” including in
“Board Committees and Meetings,” and “Audit Committee Report” and in “Beneficial Ownership” in “Section 16(a) Beneficial
Ownership Reporting Compliance” in our Proxy Statement, which sections are incorporated herein by reference.
In addition to our Global Code of Conduct, TJX has a Code of Ethics for TJX Executives governing its Executive Chairman,
Chief Executive Officer and President, Chief Financial Officer, Principal Accounting Officer and other senior operating,
financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in TJX’s financial reports
and public disclosures. TJX also has a Directors Code of Business Conduct and Ethics which promotes honest and ethical
conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes
of conduct are published at tjx.com. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for
TJX Executives or the Directors Code of Business Conduct and Ethics within four business days of the waiver or amendment
through a website posting or by filing a Current Report on Form 8-K with the SEC.
ITEM 11. Executive Compensation
The information required by this Item will appear under the headings “Compensation Discussion and Analysis,”
“Compensation Tables,” “Director Compensation” and “Compensation Program Risk Assessment” in our Proxy Statement,
which sections are incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information required by this Item will appear under the headings “Equity Compensation Plan Information” and “Beneficial
Ownership” in our Proxy Statement, which sections are incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will appear under the heading “Corporate Governance,” including in “Transactions with
Related Persons” and “Board Independence,” in our Proxy Statement, which section is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
The information required by this Item will appear under the headings “Audit Committee Report” and “Auditor Fees” in our
Proxy Statement, which sections are incorporated herein by reference.
40
ITEM 15. Exhibits, Financial Statement Schedules
(a) FINANCIAL STATEMENT SCHEDULES
PART IV
For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page
F-1.
Schedule II – Valuation and Qualifying Accounts
In thousands
Sales Return Reserve:
Balance
Beginning of
Period
Amounts
Charged to Net
Income
Write-Offs
Against
Reserve
Balance End of
Period
Fiscal Year Ended February 2, 2019(1)
Fiscal Year Ended February 3, 2018(2)
Fiscal Year Ended January 28, 2017(2)
$
$
$
103,243 $
4,861,960 $
4,861,703 $
103,500
43,236 $
2,073,146 $
2,071,237 $
41,723 $
1,926,489 $
1,924,976 $
45,145
43,236
(1) Upon adoption of Revenue Recognition (Topic 606) in the first quarter of fiscal 2019, the sales return reserve balance now reflects the gross sales amount
whereas prior years' reflect the sales net of estimated value of merchandise to be returned.
(2) During fiscal 2019, the Company identified that while the net sales return reserve balances recorded on our balance sheets and in this schedule for fiscal
2018 and 2017 were properly stated, the amounts disclosed as “Amounts Charged to Net Income” and “Write Offs Against Reserve” were understated by
$0.5 billion and $0.4 billion in fiscal 2018 and fiscal 2017, respectively. The Company concluded these errors are not material to prior periods, however,
the amounts disclosed in the above schedule have been revised to reflect the correct activity.
(b) EXHIBITS
Listed below are all exhibits filed as part of this report. Some exhibits are filed by the Registrant with the Securities and
Exchange Commission pursuant to Rule 12b-32 under the Exchange Act.
Exhibit
No.
3(i).1
Description
Fifth Restated Certificate of Incorporation, filed herewith
3(ii).1 By-laws of TJX, as amended
4.01
4.02
4.03
Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009 (File
No. 333-158360)
Third Supplemental Indenture dated as of May 2, 2013 by and between TJX and U.S. Bank
National Association, as Trustee, including the form of Global Note attached as Annex A
thereto
Fourth Supplemental Indenture dated as of June 5, 2014 by and between TJX and U.S. Bank
National Association, as Trustee, including the form of Global Note attached as Annex A
thereto
4.04
Indenture between TJX and U.S. Bank National Association dated September 12, 2016
4.05
First Supplemental Indenture dated as of September 12, 2016 by and between TJX and U.S.
Bank National Association, as Trustee, including the form of Global Note attached as Annex
A thereto
10.01 The Executive Severance Plan effective September 27, 2018*
10.02 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Carol Meyrowitz and TJX*
10.03 The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX,
filed herewith*
Incorporate by Reference
Form
Exhibit
No.
Filing
Date
8-K
S-3
8-K
3.1
4.1
4.2
2/5/2018
4/2/2009
5/2/2013
8-K
4.2
6/5/2014
8-K
8-K
4.1
4.2
9/12/2016
9/12/2016
10-Q
10-Q
10.2
10.3
12/4/2018
12/4/2018
10.04 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Ernie Herrman and TJX*
10-Q
10.4
12/4/2018
10.05 The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX, filed
herewith*
10.06 The Employment Agreement dated March 10, 2017 between and among Michael MacMillan,
10-K
10.4
3/28/2017
Winners Merchants International LP and TJX*
10.07 The Letter Agreement dated January 16, 2018 between Michael MacMillan and TJX*
10-K
10.3
4/4/2018
41
Exhibit
No.
10.08 The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*
Description
10.09 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Richard Sherr and TJX*
10.10 The Amendment to the Employment Agreement between Richard Sherr and TJX effective as
of February 13, 2019, filed herewith*
Incorporate by Reference
Form
10-K
10-Q
Exhibit
No.
10.4
Filing
Date
4/4/2018
10.6
12/4/2018
10.11 The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*
10.12 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
10-K
10-Q
10.5
10.5
4/4/2018
12/4/2018
Scott Goldenberg and TJX*
10.13 The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective
as of February 13, 2019, filed herewith*
10.14 The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*
10.15 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
10-K
10-Q
10.6
10.7
4/4/2018
12/4/2018
Kenneth Canestrari and TJX*
10.16 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX
effective as of February 13, 2019, filed herewith*
10.17 The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*
10.18 The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Douglas Mizzi and TJX*
10.19 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as
of February 13, 2019, filed herewith*
10.20 The Stock Incentive Plan (2013 Restatement)*
10.21 The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7,
2016*
10-K
10-Q
10.7
10.8
4/4/2018
12/4/2018
10-Q
10-Q
10.1
10.1
5/31/2013
8/26/2016
10.22 The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of
10-K
10.8
3/28/2017
January 29, 2017*
10.23 The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of
November 6, 2018, filed herewith*
10.24 The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*
10.25 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
10-Q
10-Q
10.1
12.1
12/4/2018
12/1/2009
as of September 17, 2009*
10.26 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
10-Q
12.2
12/1/2009
Incentive Plan as of September 17, 2009*
10.27 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
10-Q
10.2
11/24/2010
as of September 9, 2010*
10.28 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
10-K
10.19
3/27/2012
Incentive Plan as of September 9, 2010*
10.29 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
10-Q
10.1
11/29/2012
as of September 20, 2012*
10.30
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
Incentive Plan as of September 20, 2012*
10-Q
10.2
11/29/2012
10.31 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
10-Q
10.1
12/3/2013
as of September 19, 2013*
10.32 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
10-Q
10.2
12/3/2013
Incentive Plan as of September 19, 2013*
10.33 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
10-Q
10.4
12/2/2014
as of September 10, 2014*
10.34 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
10-Q
10.5
12/2/2014
Incentive Plan as of September 10, 2014*
10.35 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan
as of September 17, 2015*
10.36 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
Incentive Plan as of September 17, 2015*
10-Q
10.1
12/1/2015
10-Q
10.2
12/1/2015
10.37 The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive
10-Q
10.1
5/27/2016
Plan as of March 29, 2016*
10.38 The Form of Performance-Based Deferred Stock award granted under the Stock Incentive
Plan as of April 4, 2017*
10-Q
10.1
5/26/2017
42
Incorporate by Reference
Exhibit
No.
10.39 The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on
Description
Form
10-K
Exhibit
No.
10.18
Filing
Date
3/29/2016
January 29, 2016 to Carol Meyrowitz*
10.40 The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016
10-K
10.19
3/29/2016
to Ernie Herrman*
10.41 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of
10-Q
10.1
6/1/2018
April 3, 2018*
10.42 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April
10-Q
10.2
6/1/2018
3, 2018*
10.43 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*
10.44 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of
10-K
10-Q
10.20
3/31/2015
10.2
8/26/2016
June 7, 2016*
10.45 Description of Director Compensation Arrangements, filed herewith*
10.46 The Management Incentive Plan and Long Range Performance Incentive Plan (2013
10-K
10.22
4/2/2013
Restatement)*
10.47 The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First
10-K
10.9
4/29/1999
Amendment to the GDCP, effective January 1, 1999*
10.48 The Second Amendment to the GDCP, effective January 1, 2000*
10.49 The Third and Fourth Amendments to the GDCP*
10.50 The Fifth Amendment to the GDCP, effective January 1, 2008*
10.51 The Supplemental Executive Retirement Plan (2015 Restatement)*
10.52 The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the
ESP)*
10.53 The First Amendment to the ESP, dated December 30, 2015*
10.54 The Form of TJX Indemnification Agreement for its executive officers and directors*(p)
10.55 The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust
Company*(p)
10-K
10-K
10-K
10-Q
10-K
10-K
10-K
10-K
10.10
10.17
10.17
10.3
4/28/2000
3/29/2006
3/31/2009
5/29/2015
10.25
3/31/2015
10.25
10(r)
10(y)
3/29/2016
4/27/1990
4/28/1988
10.56 The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly
10-K
10(z)
4/28/1988
Shawmut Bank of Boston, N.A.)*(p)
10.57 The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX
10-Q
10.5
10/31/2015
21
23
24
31.1
31.2
32.1
32.2
101
and Vanguard Fiduciary Trust Company*
Subsidiaries of TJX, filed herewith
Consent of Independent Registered Public Accounting Firm, filed herewith
Power of Attorney given by the Directors and certain Executive Officers of TJX, filed
herewith
Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002, filed herewith
Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002, filed herewith
Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, filed herewith
Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, filed herewith
The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for
the fiscal year ended February 2, 2019, formatted in XBRL (Extensible Business Reporting
Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of
Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated
Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi)
Notes to Consolidated Financial Statements
* Management contract or compensatory plan or arrangement.
(p)
Paper filing.
Unless otherwise indicated, exhibits incorporated by reference were filed under Commission File Number 001-04908.
ITEM 16. Form 10-K Summary
Not applicable.
43
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
THE TJX COMPANIES, INC.
Dated: April 3, 2019
/s/ SCOTT GOLDENBERG
Scott Goldenberg, Chief 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 date indicated.
/s/ ERNIE HERRMAN
/s/ SCOTT GOLDENBERG
Ernie Herrman, Chief Executive Officer, President and
Director (Principal Executive Officer)
Scott Goldenberg, Chief Financial Officer
(Principal Financial and Accounting Officer)
ZEIN ABDALLA*
Zein Abdalla, Director
ALAN M. BENNETT*
Alan M. Bennett, Director
AMY B. LANE*
Amy B. Lane, Director
CAROL MEYROWITZ*
Carol Meyrowitz, Executive Chairman of the Board of Directors
ROSEMARY T. BERKERY*
Rosemary T. Berkery, Director
JACKWYN L. NEMEROV*
Jackwyn L. Nemerov, Director
DAVID T. CHING*
David T. Ching, Director
MICHAEL F. HINES*
Michael F. Hines, Director
Dated: April 3, 2019
JOHN F. O’BRIEN*
John F. O’Brien, Director
WILLOW B. SHIRE*
Willow B. Shire, Director
*BY /s/ SCOTT GOLDENBERG
Scott Goldenberg,
as attorney-in-fact
44
The TJX Companies, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For Fiscal Years Ended February 2, 2019, February 3, 2018 and January 28, 2017.
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Shareholders’ Equity
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts
F-2
F-4
F-5
F-6
F-7
F-8
F-9
41
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of The TJX Companies, Inc.:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the
“Company”) as of February 2, 2019 and February 3, 2018, and the related consolidated statements of income, comprehensive
income, shareholders’ equity and cash flows for each of the three years in the period ended February 2, 2019, including the
related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 2, 2019
appearing under Item 15 (a) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’s internal control over financial reporting as of February 2, 2019, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of February 2, 2019 and February 3, 2018, and the results of its operations and its cash flows for
each of the three years in the period ended February 2, 2019 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of February 2, 2019, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) 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 (iii) 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.
F-2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
April 3, 2019
We have served as the Company’s auditor since 1962.
F-3
The TJX Companies, Inc.
CONSOLIDATED STATEMENTS OF INCOME
Amounts in thousands except per share amounts
Net sales
Cost of sales, including buying and occupancy costs
Selling, general and administrative expenses
Impairment of goodwill and other long-lived assets, related to Sierra
Loss on early extinguishment of debt
Pension settlement charge
Interest expense, net
Income before provision for income taxes
Provision for income taxes
Net income
Basic earnings per share:
Net income
Weighted average common shares – basic
Diluted earnings per share:
Net income
Weighted average common shares – diluted
Fiscal Year Ended
February 2
2019
February 3
2018
January 28
2017
(53 weeks)
$ 38,972,934 $ 35,864,664 $ 33,183,744
23,565,754
25,502,167
27,831,177
6,923,564
6,375,071
5,768,467
—
—
36,122
8,860
4,173,211
1,113,413
3,059,798 $
99,250
—
—
31,588
3,856,588
1,248,640
—
51,773
31,173
43,534
3,723,043
1,424,809
2,607,948 $
2,298,234
2.47 $
2.05 $
1.75
1,241,153
1,273,654
1,311,294
2.43 $
2.02 $
1.73
1,259,252
1,292,209
1,328,864
$
$
$
The accompanying notes are an integral part of the financial statements.
F-4
The TJX Companies, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
In thousands
Net income
Additions to other comprehensive income:
Foreign currency translation adjustments, net of related tax benefit of
$8,233 in fiscal 2019, and provisions of $36,929 and $25,656 in fiscal
2018 and fiscal 2017, respectively
Gain on net investment hedges, net of related tax provision of $7,113 in
fiscal 2019
Recognition of net gains/losses on benefit obligations, net of related tax
benefit of $19,813 in fiscal 2019, provision of $8,989 in fiscal 2018 and
benefit of $7,394 in fiscal 2017
Reclassifications from other comprehensive income to net income:
Pension settlement charge, net of related tax provision of $9,641 in fiscal
2019 and $12,369 in fiscal 2017
Amortization of loss on cash flow hedge, net of related tax provisions of
$304, $438 and $450 in fiscal 2019, 2018 and 2017, respectively
Amortization of prior service cost and deferred gains/losses, net of
related tax provisions of $4,280, $9,592, and $11,584 in fiscal 2019, 2018
and 2017, respectively
Other comprehensive (loss) income, net of tax
Total comprehensive income
February 2
2019
Fiscal Year Ended
February 3
2018
(53 weeks)
January 28
2017
$
3,059,798 $
2,607,948 $
2,298,234
(192,664)
211,752
(52,611)
19,538
—
—
(54,420)
24,691
(11,239)
26,481
847
—
696
18,804
684
11,756
(188,462)
2,871,336 $
15,228
252,367
2,860,315 $
17,608
(26,754)
2,271,480
$
The accompanying notes are an integral part of the financial statements.
F-5
The TJX Companies, Inc.
CONSOLIDATED BALANCE SHEETS
Amounts in thousands except share amounts
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Merchandise inventories
Prepaid expenses and other current assets
Total current assets
Net property at cost
Non-current deferred income taxes, net
Goodwill
Other assets
TOTAL ASSETS
LIABILITIES
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Federal, state and foreign income taxes payable
Total current liabilities
Other long-term liabilities
Non-current deferred income taxes, net
Long-term debt
Commitments and contingencies (See Note L and Note N)
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding
1,217,182,508 and 1,256,018,044, respectively
Additional paid-in capital
Accumulated other comprehensive (loss) income
Retained earnings
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
Fiscal Year Ended
February 2,
2019
February 3,
2018
$
3,030,229 $
2,758,477
—
346,298
506,165
327,166
4,579,033
4,187,243
513,662
8,469,222
5,255,208
6,467
97,552
706,676
8,485,727
5,006,053
6,558
100,069
497,580
459,608
$ 14,326,029 $ 14,058,015
$
2,644,143 $
2,733,076
154,155
5,531,374
1,354,242
158,191
2,488,373
2,522,961
114,203
5,125,537
1,320,505
233,057
2,233,616
2,230,607
—
—
1,217,183
1,256,018
—
(630,321)
4,461,744
5,048,606
—
(441,859)
4,334,150
5,148,309
$ 14,326,029 $ 14,058,015
The accompanying notes are an integral part of the financial statements.
F-6
The TJX Companies, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Loss on property disposals and impairment charges
Deferred income tax (benefit)
Share-based compensation
Impairment of goodwill and long-lived assets, related to Sierra
Loss on early extinguishment of debt
Pension settlement charge
Excess tax benefits from share-based compensation
Changes in assets and liabilities:
(Increase) in accounts receivable
(Increase) decrease in merchandise inventories
Decrease (increase) in prepaid expenses and other current assets
Increase in accounts payable
Increase in accrued expenses and other liabilities
Increase (decrease) in income taxes payable
Other
Net cash provided by operating activities
Cash flows from investing activities:
Property additions
Purchases of investments
Sales and maturities of investments
Other
Net cash (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Cash payments for extinguishment of debt
Cash payments for debt issuance expenses
Cash payments on build to suit leases
Cash payments for rate lock agreement
Cash payments for repurchase of common stock
Proceeds from issuance of common stock
Cash payments of employee tax withholdings for performance based
stock awards
Excess tax benefits from share-based compensation
Cash dividends paid
Net cash (used in) financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
3,059,798 $
2,607,948 $
2,298,234
819,655
17,653
(88,594)
103,557
—
—
36,122
—
(23,532)
(465,429)
236,342
198,212
169,418
40,965
(15,708)
4,088,459
(1,125,139)
(161,625)
636,560
26,652
(623,552)
—
—
—
(7,115)
—
(2,406,997)
255,241
725,957
8,871
(137,440)
101,362
99,250
—
—
—
(62,358)
(450,377)
(317,850)
205,111
334,522
(94,492)
5,120
3,025,624
(1,057,617)
(861,256)
906,137
—
(1,012,736)
—
—
—
(3,138)
—
(1,644,581)
133,687
(16,014)
—
(922,596)
(3,097,481)
(95,674)
271,752
2,758,477
3,030,229 $
(19,274)
—
(764,040)
(2,297,346)
113,086
(171,372)
2,929,849
2,758,477 $
$
658,796
5,207
(5,503)
102,251
—
51,773
31,173
(70,999)
(23,235)
11,862
(9,600)
48,253
389,399
146,766
(7,518)
3,626,859
(1,024,747)
(716,953)
529,146
(2,324)
(1,214,878)
992,540
(425,584)
(9,921)
—
(3,150)
(1,699,998)
164,190
(24,965)
70,999
(650,988)
(1,586,877)
9,272
834,376
2,095,473
2,929,849
The accompanying notes are an integral part of the financial statements.
F-7
The TJX Companies, Inc.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
In thousands
Balance, January 30, 2016
Net income
Other comprehensive (loss),
net of tax
Cash dividends declared on
common stock
Recognition of share-based
compensation
Issuance of common stock
under stock incentive plan
and related tax effect
Common stock repurchased
Balance, January 28, 2017
Net income
Other comprehensive
income, net of tax
Cash dividends declared on
common stock
Recognition of share-based
compensation
Issuance of common stock
under stock incentive plan
and related tax effect
Common stock repurchased
Balance, February 3, 2018
Net income
Cumulative effect of
accounting change (See Note
A)
Other comprehensive (loss),
net of tax
Cash dividends declared on
common stock
Recognition of share-based
compensation
Issuance of common stock
under stock incentive plan
and related tax effect
Common stock repurchased
Balance, February 2, 2019
Common Stock
Shares
Par Value
$1
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
Total
1,326,992 $ 1,326,992 $
— $
(667,472) $
3,647,555 $
4,307,075
—
—
—
—
—
—
—
—
10,202
10,202
(44,556)
1,292,638
(44,556)
1,292,638
—
—
—
—
—
—
—
—
7,790
7,790
(44,410)
(44,410)
1,256,018
1,256,018
—
—
—
—
—
—
—
—
—
—
—
—
—
102,251
204,873
(307,124)
—
—
—
—
101,362
110,597
(211,959)
—
—
—
—
—
103,557
11,988
11,988
(50,823)
(50,823)
227,240
(330,797)
1,217,183 $ 1,217,183 $
— $
—
2,298,234
2,298,234
(26,754)
—
(26,754)
—
—
—
—
(694,226)
—
(680,183)
(680,183)
—
102,251
(5,101)
(1,348,318)
3,912,187
209,974
(1,699,998)
4,510,599
2,607,948
2,607,948
252,367
—
252,367
—
—
—
—
(441,859)
—
(793,878)
(793,878)
—
101,362
(3,895)
(1,388,212)
4,334,150
114,492
(1,644,581)
5,148,309
3,059,798
3,059,798
—
58,712
58,712
(188,462)
—
(188,462)
—
—
—
—
(630,321)
(965,539)
(965,539)
—
103,557
—
(2,025,377)
4,461,744 $
239,228
(2,406,997)
5,048,606
The accompanying notes are an integral part of the financial statements.
F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A. Basis of Presentation and Summary of Accounting Policies
Basis of Presentation
The Consolidated Financial Statements and Notes thereto of The TJX Companies, Inc. (referred to as “TJX,” “we” or “the
Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America
(“GAAP”) and include the financial statements of all of TJX’s subsidiaries, all of which are wholly owned. All of its activities
are conducted by TJX or its subsidiaries and are consolidated in these financial statements. All intercompany transactions have
been eliminated in consolidation.
Fiscal Year
TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal year ended February 2, 2019
(“fiscal 2019”) was a 52-week fiscal year. Fiscal 2018 was a 53-week year and fiscal 2017 was a 52-week fiscal year.
Use of Estimates
The preparation of TJX’s financial statements, in conformity with GAAP, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the
financial statements as well as the reported amounts of revenues and expenses during the reporting period. TJX considers its
accounting policies relating to inventory valuation, impairment of long-lived assets, goodwill and tradenames, reserves for
uncertain tax positions and loss contingencies to be the most significant accounting policies that involve management estimates
and judgments. Actual amounts could differ from those estimates, and such differences could be material.
Summary of Accounting Policies
Revenue Recognition
TJX adopted Revenue from Contracts with Customers (referred to as “ASC 606”), on February 4, 2018 (“the adoption date”).
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. TJX adopted the new guidance under the modified retrospective approach which resulted in a $59
million cumulative adjustment to increase retained earnings. The cumulative adjustment primarily related to revenue
recognized on the value of unredeemed rewards certificates issued to customers as part of the Company’s U.S. co-branded
credit card loyalty program. We now recognize the estimated unredeemed awards when they are earned, rather than when
merchandise credits expire or when the likelihood of redemption becomes remote. In addition, online sales are now recognized
at the shipping point rather than receipt by the customer. Other changes relate to the presentation of revenue as certain expenses
previously presented as a reduction of revenue are now classified as selling, general and administrative expenses (“SG&A”).
The new standard required a change in the presentation of our sales return reserve on the balance sheet, which we previously
recorded net of the value of returned merchandise and now is presented at gross sales value with an asset established for the
value of the merchandise returned. There was no change in the timing or amount of revenue recognized under the new standard
as it related to revenue from point of sale at the registers in our stores, which constitutes more than 98% of our revenue.
Financial results for fiscal periods after the adoption date are presented under ASC 606 while results from prior periods are not
adjusted and continue to be reported under the accounting standards in effect for the prior period. We applied ASC 606 only to
contracts that were not completed prior to fiscal 2019.
F-9
Net Sales
Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and
sales taxes, for the sales of merchandise both within our stores and online. Net sales also include an immaterial amount of other
revenues that represent less than 1.0% of total revenues, primarily generated from TJX’s co-branded loyalty rewards credit card
program offered in the United States only. In addition, certain customers may receive discounts that are accounted for as
consideration reducing the transaction price. Merchandise sales from our stores are recognized at the point of sale when TJX
provides the merchandise to the customer. The performance obligation is fulfilled at this point when the customer has obtained
control by paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has
been shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the
ability to direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling
activities related to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as
part of our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received is recognized
when control of the goods transfer to the customer and is recorded as net sales. Shipping and handling costs incurred by TJX
are included in cost of sales, including buying and occupancy costs. TJX disaggregates revenue by operating segment, see Note
G—Segment Information of Notes to Consolidated Financial Statements.
Deferred Gift Card Revenue
Proceeds from the sale of gift cards as well as the value of store cards issued to customers as a result of a return or exchange are
deferred until the customers use the cards to acquire merchandise, as TJX does not fulfill its performance obligation until the
gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance.
In thousands
Balance, February 3, 2018
Deferred revenue
Effect of exchange rates changes on deferred revenue
Revenue recognized
Balance, February 2, 2019
Fiscal Period
February 2,
2019
$
406,506
1,677,251
(6,279)
(1,627,176)
450,302
$
TJX recognized $1.6 billion in gift card revenue for the fiscal period 2019. Gift cards are combined in one homogeneous pool
and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue
balance at the beginning of the period as well as gift cards that were issued during the period. Based on historical experience,
we estimate the amount of gift cards and store cards that will not be redeemed (referred to as breakage) and, to the extent
allowed by local law, these amounts are amortized into income over the redemption period. Revenue recognized from breakage
was $20.6 million in fiscal 2019, $21.1 million in fiscal 2018 and $20.5 million in fiscal 2017.
Sales Return Reserve
Our products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for
as variable consideration when estimating the amount of revenue to recognize. We have elected to apply the portfolio practical
expedient. We estimate the variable consideration using the expected value method when calculating the returns reserve
because the difference in applying it to the individual contract would not differ materially. Returns are estimated based on
historical experience and are required to be established and presented at the gross sales value with an asset established for the
estimated value of the merchandise returned separate from the refund liability. Liabilities for return allowances are included in
“Accrued expenses and other current liabilities” and the estimated value of the merchandise to be returned is included in
“Prepaid expenses and other current assets” on our Consolidated Balance Sheets.
Consolidated Statements of Income Classifications
Cost of sales, including buying and occupancy costs, includes the cost of merchandise sold including foreign currency gains
and losses on merchandise purchases denominated in other currencies; gains and losses on inventory and fuel-related derivative
contracts; asset retirement obligation costs; divisional occupancy costs (including real estate taxes, utility and maintenance
costs and fixed asset depreciation); the costs of operating distribution centers; payroll, benefits and travel costs directly
associated with buying inventory; and systems costs related to the buying and tracking of inventory.
F-10
Selling, general and administrative expenses include store payroll and benefit costs; communication costs; credit and check
expenses; advertising; administrative and field management payroll, benefits and travel costs; corporate administrative costs
and depreciation; gains and losses on non-inventory related foreign currency exchange contracts; and other miscellaneous
income and expense items.
Cash and Cash Equivalents
TJX generally considers highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash
equivalents. Investments with maturities greater than 90 days but less than one year at the date of purchase are included in
short-term investments. These investments are classified as trading securities and are stated at fair value. Investments are
classified as either short- or long-term based on their original maturities. TJX’s investments are primarily high-grade
commercial paper, institutional money market funds and time deposits with major banks.
As of February 2, 2019, TJX’s cash and cash equivalents held outside the U.S. were $1.2 billion, of which $420.6 million was
held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.
Merchandise Inventories
Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing inventories at all of its businesses,
except T.K. Maxx in Australia. The businesses that utilize the retail method have some inventory that is initially valued at cost
before the retail method is applied as that inventory has not been fully processed for sale (e.g. inventory in transit and
unprocessed inventory in our distribution centers). Under the retail method, TJX utilizes a permanent markdown strategy and
lowers the cost value of the inventory that is subject to markdown at the time the retail prices are lowered in the stores. TJX
records inventory at the time title transfers, which is typically at the time when inventory is shipped. As a result, merchandise
inventories on TJX’s balance sheet include in-transit inventory of $832.1 million at February 2, 2019 and $755.4 million at
February 3, 2018. Comparable amounts were reflected in accounts payable at those dates.
Common Stock and Equity
In fiscal 2019, we completed a two-for-one stock split of the Company’s common stock in the form of a stock dividend. For
additional information see Note D - Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.
Equity transactions consist primarily of the repurchase by TJX of its common stock under its stock repurchase programs and
the recognition of compensation expense and issuance of common stock under TJX’s Stock Incentive Plan. Under TJX’s stock
repurchase programs, the Company repurchases its common stock on the open market. The par value of the shares repurchased
is charged to common stock with the excess of the purchase price over par first charged against any available additional paid-in
capital (“APIC”) and the balance charged to retained earnings. Due to the high volume of repurchases over the past several
years, TJX has no remaining balance in APIC at the end of any of the years presented. All shares repurchased have been retired.
Shares issued under TJX’s Stock Incentive Plan are issued from authorized but unissued shares, and proceeds received are
recorded by increasing common stock for the par value of the shares with the excess over par added to APIC. Income tax
benefits upon the expensing of options result in the creation of a deferred tax asset, while income tax benefits due to the
exercise of stock options reduce deferred tax assets up to the amount that an asset for the related grant has been created. Prior to
fiscal 2018, any tax benefits greater than the deferred tax assets created at the time of expensing the options were credited to
APIC; any deficiencies in the tax benefits were debited to APIC to the extent a pool for such deficiencies existed. In the
absence of a pool, any deficiencies were realized in the related periods’ statements of income through the provision for income
taxes. Beginning in fiscal 2018, upon adoption of ASU 2016-9-Compensation-Stock compensation (Topic 718): Improvements
to employee share-based payment accounting, any excess tax benefits or deficiencies are included in the provision for income
taxes. The par value of performance-based deferred stock awards, performance share units and restricted stock units is added to
common stock when shares are delivered following vesting. The par value of performance-based restricted stock awards is
added to common stock when the stock is issued, generally at grant date. The fair value of stock awards and units in excess of
any par value is added to APIC as the awards are amortized into earnings over the related requisite service periods.
F-11
Share-Based Compensation
TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the
Black-Scholes option pricing model for options awarded and the market price on the grant date for stock awards. See Note H –
Stock Incentive Plan of Notes to Consolidated Financial Statements for a detailed discussion of share-based compensation.
Interest
TJX’s interest expense is presented net of capitalized interest and interest income. The following is a summary of interest
expense, net:
In thousands
Interest expense
Capitalized interest
Interest (income)
Interest expense, net
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
69,102 $
(4,263)
(55,979)
8,860 $
69,237 $
(4,942)
(32,707)
31,588 $
69,219
(7,548)
(18,137)
43,534
TJX capitalizes interest during the active construction period of major capital projects. Capitalized interest is added to the cost
of the related assets. Capitalized interest in fiscal 2019, 2018 and 2017 relates to costs on owned real estate projects and
development costs on a merchandising system.
Depreciation and Amortization
For financial reporting purposes, TJX provides for depreciation and amortization of property using the straight-line method
over the estimated useful lives of the assets. Buildings are depreciated over 33 years. Leasehold costs and improvements are
generally amortized over their useful life or the committed lease term (typically 10 years to 15 years), whichever is shorter.
Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation and amortization expense for property was
$818.9 million in fiscal 2019, $727.2 million in fiscal 2018 and $664.5 million in fiscal 2017. TJX had no property held under
capital leases during fiscal 2019, 2018, or 2017. Maintenance and repairs are charged to expense as incurred. Significant costs
incurred for internally developed software are capitalized and amortized over 5 years. Upon retirement or sale, the cost of
disposed assets and the related accumulated depreciation are eliminated and any gain or loss is included in income. Pre-opening
costs, including rent, are expensed as incurred.
Lease Accounting
The Company generally leases stores, distribution centers and office space under operating leases. Store lease agreements
generally include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of
specified levels. We recognize rent on a straight-line basis over the term of the lease, including rent holiday periods and
scheduled rent increases. We begin recording rent expense when we take possession of a store, which is typically 30 to 60 days
prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the lease.
Asset Retirement Obligations
The Company establishes an asset retirement obligation, and related asset, for leases of property that require us to return the
property to its original condition (commonly referred to as a reinstatement provision) if and when we exit the facility. These
reinstatement provisions are primarily applicable to our TJX International locations. The income statement impact of our asset
retirement obligation is recorded in general corporate expenses and our operating divisions are charged the actual costs incurred
when a retirement takes place.
F-12
Build-to-Suit Accounting
Lease agreements involving property built to our specifications are reviewed to determine if our involvement in the
construction project requires that we account for the project costs as if we were the owner for accounting purposes. We have
entered into several lease agreements where we are deemed the owner of a construction project for accounting purposes. Thus,
during construction of the facility the construction costs incurred by us as the lessor are included as a construction in progress
asset along with a related liability of the same amount on our balance sheet. Upon completion of the project, a sale-leaseback
analysis is performed to determine if the Company should record a sale to remove the related asset and related obligation and
record the lease as either an operating or capital lease obligation. If the Company is precluded from derecognizing the asset
when construction is complete, due to continuing involvement beyond a normal leaseback, the lease is accounted for as a
financing transaction and the recorded asset and related financing obligation remain on the Consolidated Balance Sheets.
Accordingly, the asset is depreciated over its estimated useful life in accordance with the Company’s policy and a portion of the
lease payments is allocated to ground rent and treated as an operating lease. The portion of the lease payment allocated to
ground rental expense is based on the fair value of the land at the commencement of construction. Lease payments allocated to
the non-land asset are recognized as reductions to the financing obligation and interest expense. As disclosed in “Future
Adoption of New Accounting Standards,” our accounting for build-to-suit leases will change upon adoption of the new lease
accounting standard.
Goodwill and Tradenames
Goodwill includes the excess of the purchase price paid over the carrying value of the minority interest acquired in fiscal 1990
in TJX’s former 83%-owned subsidiary and represents goodwill associated with the T.J. Maxx chain, as well as the excess of
cost over the estimated fair market value of the net assets acquired by TJX in the purchase of Winners in fiscal 1991, the
purchase of Sierra Trading Post in fiscal 2013, rebranded as Sierra in fiscal 2019, and the purchase of Trade Secret in fiscal
2016, which was re-branded under the T.K. Maxx name during fiscal 2018. The following is a roll forward of goodwill by
component:
In thousands
Balance, January 28, 2017
Impairment
Effect of exchange rate changes on goodwill
Balance, February 3, 2018
Effect of exchange rate changes on goodwill
Marmaxx
Winners
Sierra
T.K.
Maxx in
Australia
70,027
1,686
—
98
1,784
(92)
1,692 $
97,254
(97,254)
—
—
— $
26,904
—
1,354
28,258
(2,425)
25,833 $
Total
195,871
(97,254)
1,452
100,069
(2,517)
97,552
—
—
70,027
Balance, February 2, 2019
$
70,027 $
Goodwill is considered to have an indefinite life and accordingly is not amortized. In fiscal 2018, the Company recorded an
impairment charge of $99.3 million which included $97.3 million of Sierra goodwill and $2.0 million for certain long-lived
assets of Sierra as the estimated fair value of this business fell below the carrying value due to a decrease in projected revenue
growth rates. The impairment charge is included within the Marmaxx segment results.
F-13
Tradenames, which are included in other assets, are the value assigned to the name “Marshalls,” acquired by TJX in fiscal 1996
as part of the acquisition of the Marshalls chain, the value assigned to the name “Sierra Trading Post,” acquired by TJX in fiscal
2013 and the value assigned to the name “Trade Secret,” acquired by TJX in fiscal 2016. The tradenames were valued by
calculating the discounted present value of assumed after-tax royalty payments. The Marshalls tradename is considered to have
an indefinite life and accordingly is not amortized. The Sierra Trading Post tradename is being amortized over 15 years. The
Trade Secret tradename is being amortized over 7 years. The following is a roll forward of tradenames.
February 2, 2019
February 3, 2018
Fiscal Year Ended
Gross
Carrying
Amount
Accumulated
Amortization
Impact of
FX
Net
Carrying
Value
Gross
Carrying
Amount
Accumulated
Amortization
Impact of
FX
Net
Carrying
Value
In thousands
Definite-lived intangible assets
Sierra Trading Post
Trade Secret
$
$
38,500 $
(15,614) $
— $ 22,886
12,541 $
(4,117) $
(1,048) $
7,376
$
$
38,500 $
(13,029) $
— $
25,471
12,541 $
(2,899) $
2,072 $
11,714
Indefinite-lived intangible asset
Marshalls
$ 107,695 $
— $
— $ 107,695
$ 107,695 $
— $
— $ 107,695
TJX occasionally acquires or licenses other trademarks to be used in connection with private label merchandise. Such
trademarks are included in other assets and are amortized to cost of sales, including buying and occupancy costs, over their
useful life, generally from 7 to 10 years.
Goodwill, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the
respective operating segment to which they relate.
Impairment of Long-Lived Assets, Goodwill and Tradenames
TJX evaluates its long-lived assets, goodwill and tradenames for indicators of impairment at least annually in the fourth quarter
of each fiscal year or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
The evaluation for long-lived assets including tradenames that are amortized, is performed at the lowest level of identifiable
cash flows which are largely independent of other groups of assets, generally at the individual store level for fixed assets and
the reporting unit for tradenames that are amortized. If indicators of impairment are identified, an undiscounted cash flow
analysis is performed to determine if the carrying value of the asset or asset group is recoverable. If the cash flow is less than
the carrying value then an impairment charge will be recorded to the extent the fair value of an asset or asset group is less than
the carrying value of that asset or asset group. This analysis resulted in immaterial impairment charges of store fixed assets in
fiscal 2019 and fiscal 2018. The store-by-store evaluations did not indicate any recoverability issues in fiscal 2017.
Goodwill and tradenames with an indefinite life are tested for impairment whenever events or changes in circumstances
indicate that an impairment may have occurred and at least annually in the fourth quarter of each fiscal year. The carrying value
of tradenames with an indefinite life is compared to its fair value determined by calculating the discounted present value of
assumed after-tax royalty payments to the carrying value of the tradename. There was no impairment related to tradenames in
fiscal 2019, 2018 or 2017. Goodwill is tested for impairment by using a quantitative assessment by comparing the carrying
value of the related reporting unit to its fair value. An impairment exists when this analysis, using typical valuation models such
as the discounted cash flow method, shows that the fair value of the reporting unit is less than the carrying cost of the reporting
unit. We may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than
its carrying amount, including goodwill. The assessment of qualitative factors is optional and at the Company’s discretion. In
fiscal 2019 and fiscal 2018, we bypassed the qualitative assessment and performed the first step of the quantitative goodwill
impairment test. In fiscal 2018 the Company recorded an impairment charge of $97.3 million for Sierra goodwill as the
estimated fair value of this business fell below the carrying value due to a decrease in projected revenue growth rates. There
were no impairments related to our goodwill in fiscal 2019 or 2017.
Advertising Costs
TJX expenses advertising costs as incurred. Advertising expense was $446.3 million for fiscal 2019, $412.4 million for fiscal
2018 and $402.6 million for fiscal 2017.
F-14
Foreign Currency Translation
TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year-end exchange rates with resulting translation
gains and losses included in shareholders’ equity as a component of accumulated other comprehensive (loss) income. Activity
of the foreign operations that affect the statements of income and cash flows is translated at average exchange rates prevailing
during the fiscal year.
Loss Contingencies
TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is
reasonably estimable. TJX evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for
such contingencies for changes in probable and reasonably estimable losses. TJX includes an estimate for related legal costs at
the time such costs are both probable and reasonably estimable.
Future Adoption of New Accounting Standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting
pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an
Accounting Standards Update (“ASU”). Unless otherwise discussed, we have reviewed the guidance and have determined that
they will not apply or are not expected to be material to our Consolidated Financial Statements upon adoption and therefore, are
not disclosed.
Leases
In February 2016, the Financial Accounting Standards Board issued updated guidance on leases to increase transparency and
comparability among organizations by requiring lessees to recognize right of use assets and lease liabilities on the balance sheet
and requiring disclosure of key information about leasing arrangements. The new standard is effective for annual periods
beginning after December 15, 2018, and interim periods within those annual periods; early adoption is permitted. In July 2018,
the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows entities to apply the transition
requirements at the effective date rather than at the beginning of the earliest comparative period presented as previously
required. The effect of initially applying the standard can be recognized as a cumulative-effect adjustment to retained earnings
in the period of adoption and an entity’s reporting for the comparative periods presented in the year of adoption would continue
to be in accordance with ASC 840, Leases (Topic 840) (“ASC 840”), including the disclosure requirements of ASC 840. If the
new transition method in ASU 2018-11 is not elected, the new standard must be adopted using a modified retrospective
transition and requires application of the new guidance for leases that exist or are entered into after the beginning of the earliest
comparative period presented. We will adopt this standard on February 3, 2019 using the optional transition method under ASU
2018-11.
The Company implemented a new lease accounting system and evaluated our lease portfolio to assess the impact this standard
will have on our Consolidated Financial Statements and Notes thereto. The Company has determined that the initial lease term
will not differ under the new standard versus current accounting practice, and therefore the income statement impact of the new
standard will not be material. Any impact to the income statement will be the result of the timing of expense recognition and
will not be incremental over the term of the lease. For example, under ASC 842 certain initial direct costs will no longer be
capitalized and amortized over the lease term and will be expensed as incurred. In addition, in certain instances, the cost of our
renewal options may be recognized earlier in the life of the lease than under the existing lease accounting rules. On adoption of
this standard we will recognize an operating lease liability of approximately $9 billion on our statement of financial condition
as of February 3, 2019 with corresponding right of use assets based on the present value of the remaining minimum rental
payments associated with our more than 4,300 leased locations. This impact includes the derecognition of build-to-suit lease
assets and liabilities when we do not control the building during the construction period. We do not believe the new standard
will have a notable impact on our liquidity and we do not believe it will have an impact on our debt-covenant compliance under
our current agreements. We will implement the transition package of three practical expedients permitted within the standard,
which among other things, allows for the carryforward of historical lease classifications. As our leases do not provide an
implicit rate, nor is one readily available, we will use our incremental borrowing rate based on information available at
commencement date to determine the present value of future payments.
F-15
Income Statement - Reporting Comprehensive Income
In February 2018, the FASB issued updated guidance related to reporting comprehensive income. The amendments in the
update allow for a one-time reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for
stranded tax effect as a result from the enactment of the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). The updated guidance
is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.
Early adoption is permitted, including adoption in any interim period for reporting periods for which financial statements have
not yet been issued. The updated guidance should be applied either in the period of adoption or retrospectively to each period
(or periods) in which the effect of the change in the 2017 Tax Act is recognized. The Company will adopt the standard in the
first quarter of fiscal 2020 and plans on electing not to reclassify the stranded tax effects as of result of the 2017 Tax Act to
retained earnings. The Company is still evaluating the impact of the adoption on its consolidated disclosures.
Intangibles-Goodwill and Other-Internal-Use Software
In August 2018, the FASB issued guidance related to accounting for implementation costs incurred in a cloud computing
arrangement that is a service contract. The standard allows entities who are customers in hosting arrangements that are service
contracts to apply the existing internal-use software guidance to determine which implementation costs to capitalize as an asset
related to the service contract and which costs to expense. The guidance specifies classification for capitalizing implementation
costs and related amortization expense within the financial statements and requires additional disclosures. The guidance will be
effective for annual reporting periods, including interim reporting within those periods, beginning after December 15, 2019.
Early adoption is permitted and can be applied either retrospectively or prospectively. The Company is currently evaluating the
transition methods and the impact of the adoption of this standard on its consolidated financial statements.
Recently Adopted Accounting Standards
Revenue Recognition
See Revenue Recognition in this Note A for the impact upon adoption.
Cash Flows
In the first quarter of fiscal 2019, TJX adopted a pronouncement that addresses differences in the way certain cash receipts and
cash payments are presented in the statement of cash flows. The new guidance provides clarity around the cash flow
classification for eight specific issues in an effort to reduce the current and potential future differences in practice. The standard
did not have a material impact on our consolidated statements of cash flows.
Retirement Benefits
In the first quarter of fiscal 2019, TJX adopted a pronouncement related to retirement benefits, which requires that an employer
report the service cost component of net periodic pension and net periodic post retirement cost in the same line item as other
compensation costs arising from services rendered by the employees during the period. It also requires the other components of
net periodic pension and net periodic postretirement benefit cost to be presented in the income statement separately from the
service cost component and outside a subtotal of income from operations, if such a subtotal is presented. The amendments in
this update were applied retrospectively for the presentation of the service cost component and the other components of net
periodic pension cost and net periodic postretirement benefit cost in the income statement. The impact to prior periods was
immaterial. As a result of the adoption, for all periods presented, service costs are recorded in the same line items as other
compensation costs and non-service costs are recorded in SG&A in our income statement.
Income Taxes
In the first quarter of fiscal 2019, TJX adopted Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC
Staff Accounting Bulletin No. 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. This
guidance allows a company to record a provisional amount when it does not have the necessary information available,
prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law during the measurement
period. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to
finalize its accounting, but cannot extend beyond one year. We completed our analysis in the fourth quarter of fiscal 2019 and
determined there is no material adjustment to the income tax expense.
Compensation Retirement Defined Benefit Plans Disclosure Framework
In the fourth quarter of fiscal 2019, TJX early adopted Compensation - Retirement Benefits - Defined Benefit Plans (Subtopic
715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which this new
pronouncement removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and
requires certain additional disclosures. Adopting the pronouncement did not result in any change to TJX disclosures.
F-16
Note B. Property at Cost
Presented below are the components of property at cost:
In thousands
Land and buildings
Leasehold costs and improvements
Furniture, fixtures and equipment
Total property at cost
Less accumulated depreciation and amortization
Net property at cost
Fiscal Year Ended
February 2,
2019
1,457,835 $
3,377,045
$
5,894,239
$ 10,729,119 $
5,473,911
5,255,208 $
$
February 3,
2018
1,355,777
3,254,830
5,357,701
9,968,308
4,962,255
5,006,053
Presented below is information related to carrying values of TJX’s long-lived assets by geographic location:
In thousands
United States
Canada
Europe
Australia
Total long-lived assets
Fiscal Year Ended
February 2,
2019
3,756,929 $
303,414
$
February 3,
2018
3,514,628
308,259
1,154,564
1,151,972
40,301
5,255,208 $
31,194
5,006,053
$
F-17
Note C. Accumulated Other Comprehensive (Loss) Income
Amounts included in accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation
adjustments, deferred gains/losses on pension and other post-retirement obligations and a cash flow hedge on issued debt, all of
which are recorded net of the related income tax effects. The following table details the changes in accumulated other
comprehensive (loss) income for fiscal 2019, fiscal 2018 and fiscal 2017:
Foreign
Currency
Translation
Deferred
Benefit Costs
Cash Flow
Hedge on Debt
Accumulated
Other
Comprehensive
(Loss) Income
$
(439,192) $
(224,654) $
(3,626) $
(667,472)
(52,611)
—
In thousands
Balance, January 30, 2016
Foreign currency translation adjustments (net of taxes
of $25,656)
Recognition of net gains/losses on benefit obligations
(net of taxes of $7,394)
Pension settlement charge (net of taxes of $12,369)
Amortization of loss on cash flow hedge (net of taxes of
$450)
Amortization of prior service cost and deferred gains/
losses (net of taxes of $11,584)
Balance, January 28, 2017
Foreign currency translation adjustments (net of taxes
of $36,929)
Recognition of net gains/losses on benefit obligations
(net of taxes of $8,989)
Amortization of loss on cash flow hedge (net of taxes of
$438)
Amortization of prior service cost and deferred gains/
losses (net of taxes of $9,592)
Balance, February 3, 2018
Foreign currency translation adjustments (net of taxes
of $8,233)
Recognition of net gains/losses on investment hedges
(net of taxes $7,113)
Recognition of net gains/losses on benefit obligations
(net of taxes of $19,813)
Pension settlement charge (net of taxes of $9,641)
Amortization of loss on cash flow hedge (net of taxes of
$304)
Amortization of prior service cost and deferred gains/
losses (net of taxes of $4,280)
Balance, February 2, 2019
—
—
—
—
(491,803)
211,752
—
—
—
(280,051)
(192,664)
19,538
—
—
—
—
$
(453,177) $
(11,239)
18,804
—
17,608
(199,481)
—
24,691
—
—
—
—
684
—
(2,942)
—
—
696
15,228
(159,562)
—
(2,246)
—
—
(54,420)
26,481
—
—
—
—
(52,611)
(11,239)
18,804
684
17,608
(694,226)
211,752
24,691
696
15,228
(441,859)
(192,664)
19,538
(54,420)
26,481
—
847
847
11,756
(175,745) $
—
(1,399) $
11,756
(630,321)
Note D. Capital Stock and Earnings Per Share
Capital Stock
In fiscal 2019, we completed a two-for-one stock split of the Company’s common stock in the form of a stock dividend. One
additional share was paid for each share held by holders of record as of the close of business on October 30, 2018. The shares
were distributed on November 6, 2018 and resulted in the issuance of 617 million shares of common stock. In connection with
our stock split, the shareholders approved an increase in the number of authorized shares of common stock of 0.6 billion to 1.8
billion shares. As a result, the Consolidated Balance Sheets and the Consolidated Statements of Shareholders' Equity have been
adjusted to retroactively present the two-for-one stock split. In addition, all historical per share amounts and references to
common stock activity, as well as basic and diluted share amounts utilized in the calculation of earnings per share in these notes
to the consolidated financial statements, have been adjusted to reflect this stock split.
F-18
TJX repurchased and retired 51.8 million shares of its common stock at a cost of $2.5 billion during fiscal 2019, on a “trade
date basis.” TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. TJX had cash
expenditures under repurchase programs of $2.4 billion in fiscal 2019, $1.6 billion in fiscal 2018 and $1.7 billion in fiscal 2017,
and repurchased 50.8 million shares in fiscal 2019, 44.4 million shares in fiscal 2018 and 44.6 million shares in fiscal 2017.
These expenditures were funded primarily by cash generated from operations.
As of February 2, 2019 TJX had approximately $1.7 billion available under previously announced stock repurchase programs.
In February 2019, our Board of Directors approved the repurchase of an additional $1.5 billion of TJX common stock from
time to time.
All shares repurchased under the stock repurchase programs have been retired.
TJX has five million shares of authorized but unissued preferred stock, $1 par value.
Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share for net income:
Amounts in thousands except per share amounts
Basic earnings per share:
Net income
Weighted average common stock outstanding for basic earnings per share
calculation
Basic earnings per share
Diluted earnings per share:
Net income
Weighted average common stock outstanding for basic earnings per share
calculation
Assumed exercise / vesting of:
Stock options and awards
Weighted average common stock outstanding for diluted earnings per
share calculation
Diluted earnings per share
Cash dividends declared per share
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
3,059,798 $
2,607,948 $
2,298,234
1,241,153
1,273,654
1,311,294
2.47 $
2.05 $
1.75
3,059,798 $
2,607,948 $
2,298,234
1,241,153
1,273,654
1,311,294
18,099
18,555
17,570
1,259,252
1,292,209
1,328,864
2.43 $
0.78 $
2.02 $
0.63 $
1.73
0.52
$
$
$
$
The weighted average common shares for the diluted earnings per share calculation exclude the impact of outstanding stock
options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related
fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 6.1 million, 24.9 million
and 16.3 million such options excluded at the end of fiscal 2019, fiscal 2018 and fiscal 2017, respectively.
Note E. Financial Instruments
As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign
currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position.
TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of
derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments
for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all
derivative instruments as either assets or liabilities in the statements of financial position and measures those instruments at fair
value. The fair values of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation
results and settlement dates of the individual contracts. Changes to the fair value of derivative contracts that do not qualify for
hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting,
changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of other comprehensive
income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged.
F-19
Diesel Fuel Contracts
TJX hedges portions of its estimated notional diesel requirements based on the diesel fuel expected to be consumed by
independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX
a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel
pricing (and the resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the period being hedged.
During fiscal 2019, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal
2020. The hedge agreements outstanding at February 2, 2019 relate to approximately 50% of TJX’s estimated notional diesel
requirements for fiscal 2020. These diesel fuel hedge agreements will settle throughout fiscal 2020 and the first month of fiscal
2021. TJX elected not to apply hedge accounting rules to these contracts.
Foreign Currency Contracts
TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases
made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies,
primarily in TJX International and TJX Canada. These contracts typically have a term of twelve months or less. The contracts
outstanding at February 2, 2019 cover a portion of such actual and anticipated merchandise purchases throughout fiscal 2020.
Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being
centralized in the United Kingdom. All merchandise is purchased centrally in the U.K. and then shipped and billed to the retail
entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates
exposure to the buying entity for changes in the exchange rate between the Euro and British Pound. The inflow of Euros to the
central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in
Euros. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the
Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside
vendors. TJX calculates this excess Euro exposure each month and enters into forward contracts of approximately 30 days
duration to mitigate the exposure. TJX elected not to apply hedge accounting rules to these contracts.
TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt and
intercompany interest payable. The changes in fair value of these contracts are recorded in selling, general and administrative
expenses and are offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and
losses on these contracts are offset by the realized gains and losses of the underlying item in selling, general and administrative
expenses.
TJX periodically reviews its net investments in foreign subsidiaries. During the fiscal quarter ended May 5, 2018, TJX entered
into net investment hedge contracts related to a portion of its investment in TJX Canada. During the fiscal quarter ended
August 4, 2018, TJX de-designated the net investment hedge contracts. The remaining life of the foreign currency contracts
provided a natural hedge to the declared cash dividend from TJX Canada. The contracts settled during the second quarter of
fiscal 2019 resulting in a pre-tax gain of $27 million while designated as a net investment hedge and subsequent to de-
designation, a pre-tax gain of $19 million. The $27 million gain is reflected in shareholders equity as a component of other
comprehensive income. The $19 million gain subsequent to de-designation is reflected in the income statement offsetting a
foreign currency loss of $18 million on the declared dividends.
F-20
The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at
February 2, 2019:
In thousands
Fair value hedges:
Pay
Receive
Intercompany balances, primarily debt and related interest:
Blended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair
Value in
U.S.$ at
February
2,
2019
59,000
£
12,021
0.2037
Prepaid Exp $
56 $
— $
56
A$
55,950
£
30,000 U.S.$
£
72,020
49,560
21,483
0.8858
Prepaid Exp /
(Accrued Exp)
0.7161 (Accrued Exp)
126
—
0.7637
Prepaid Exp
1,037
(140)
(314)
—
(14)
(314)
1,037
55,000
Economic hedges for which hedge accounting was not elected:
U.S.$
Diesel
contracts
Fixed on 2.7M -
3.3M gal per
month
Float on 2.7M
- 3.3M gal per
month
N/A (Accrued Exp)
—
(3,786)
(3,786)
Intercompany billings in TJX International, primarily merchandise related:
46,600
£
41,835
0.8977
Prepaid Exp
1,300
—
1,300
Merchandise purchase commitments:
C$
C$
£
A$
U.S.$
546,083 U.S.$
414,100
0.7583
Prepaid Exp /
(Accrued Exp)
31,455
20,700
0.6581
(Accrued Exp)
173,624 U.S.$
230,000
1.3247
280,167
£
57,586
0.2055
51,043 U.S.$
36,961
0.7241
56,847
49,355
0.8682
Prepaid Exp /
(Accrued Exp)
Prepaid Exp /
(Accrued Exp)
Prepaid Exp /
(Accrued Exp)
Prepaid Exp /
(Accrued Exp)
1,239
—
(4,741)
(248)
(3,502)
(248)
3,459
(1,466)
1,993
707
97
115
(86)
621
(213)
(116)
(207)
(92)
(3,065)
Total fair value of financial instruments
$ 8,136 $ (11,201) $
F-21
€
€
€
€
The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at
February 3, 2018:
In thousands
Fair value hedges:
Pay
Receive
Intercompany balances, primarily debt and related interest:
Blended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair
Value in
U.S.$ at
February 3,
2018
67,000
51,950
77,079
£
£
£
14,035
46,095
55,000
0.2095 (Accrued Exp) $
— $
0.8873 (Accrued Exp)
—
0.7136
Prepaid Exp
1,636
(45) $
(318)
—
U.S.$
Economic hedges for which hedge accounting was not elected:
Diesel
contracts
Fixed on 2.2M –
3.0M gal per month
Float on 2.2M –
3.0M gal per month
N/A
Prepaid Exp
7,854
Intercompany billings in TJX International, primarily merchandise related:
26,000
£
22,948
0.8826 (Accrued Exp)
—
—
(2)
Merchandise purchase commitments:
(45)
(318)
1,636
7,854
(2)
C$
C$
£
A$
462,464
22,562
176,911
288,646
U.S.$ 367,200
0.7940
Prepaid Exp /
(Accrued Exp)
15,000
0.6648
Prepaid Exp
U.S.$ 238,000
£
60,023
28,635
U.S.$
22,230
Prepaid Exp /
1.3453
(Accrued Exp)
0.2079 (Accrued Exp)
Prepaid Exp /
(Accrued Exp) $
0.7763
(5,478)
—
(5,429)
557
(12,838)
(1,303)
(12,665)
(1,303)
49
557
173
—
43 $
(573) $
—
(530)
1,905
(8,340)
$ 12,217 $ (20,557) $
U.S.$
Total fair value of financial instruments
44,223
36,950
0.8355
Prepaid Exp
1,905
The impact of derivative financial instruments on the statements of income during fiscal 2019, fiscal 2018 and fiscal 2017 are
as follows:
In thousands
Fair value hedges:
Location of Gain (Loss) Recognized in
Income by Derivative
Amount of Gain (Loss) Recognized in
Income by Derivative
February 3,
2018
(53 weeks)
January 28,
2017
February 2,
2019
Intercompany balances, primarily
debt and related interest
Selling, general and administrative
expenses
$
(2,674) $
1,207 $
(17,250)
Economic hedges for which hedge
accounting was not elected:
Intercompany receivable
Diesel contracts
Intercompany billings in TJX
International, primarily merchandise
related
Merchandise purchase commitments
Gain (loss) recognized in income
Selling, general and administrative
expenses
Cost of sales, including buying and
occupancy costs
Cost of sales, including buying and
occupancy costs
Cost of sales, including buying and
occupancy costs
18,823
—
—
1,373
7,946
3,906
1,137
(3,042)
(8,684)
60,407
79,066 $
(45,886)
(39,775) $
5,626
(16,402)
$
Included in the table above are a realized gain of $73.8 million in fiscal 2019, and losses of $30.5 million in fiscal 2018 and
$6.1 million in fiscal 2017, all of which were largely offset by gains and losses on the underlying hedged item.
F-22
€
€
€
€
Note F. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date or “exit price.” The inputs used to measure fair value are generally
classified into the following hierarchy:
Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2:
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for
identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are
observable for the asset or liability
Level 3:
Unobservable inputs for the asset or liability
The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:
In thousands
Level 1
Assets:
Executive Savings Plan investments
Level 2
Assets:
Short-term investments
Foreign currency exchange contracts
Diesel fuel contracts
Liabilities:
Foreign currency exchange contracts
Diesel fuel contracts
Fiscal Year Ended
February 2,
2019
February 3,
2018
$
$
$
253,215 $
249,045
— $
506,165
8,136
—
7,415 $
3,786
4,363
7,854
20,557
—
Investments designed to meet obligations under the Executive Savings Plan are invested in registered investment companies
traded in active markets and are recorded at unadjusted quoted prices.
Short-term investments, foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations,
which include observable market information. TJX’s investments are primarily high-grade commercial paper, institutional
money market funds and time deposits with major banks. TJX does not make adjustments to quotes or prices obtained from
brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate.
Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such,
these instruments are classified within Level 2.
The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds
of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2. The fair value of
long-term debt at February 2, 2019 was $2.17 billion compared to a carrying value of $2.23 billion. The fair value of long-term
debt at February 3, 2018 was $2.16 billion compared to a carrying value of $2.23 billion. These estimates do not necessarily
reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.
TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments.
F-23
Note G. Segment Information
TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the
HomeGoods segment (HomeGoods and Homesense) both operate in the United States, the TJX Canada segment operates
Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, Homesense and
tkmaxx.com in Europe and T.K. Maxx in Australia. In addition to our four main business segments, Sierra operates sierra.com
and retail stores in the U.S. The results of Sierra are included in the Marmaxx segment.
All of TJX’s stores, with the exception of HomeGoods and HomeSense, sell family apparel and home fashions. HomeGoods
and HomeSense offer home fashions. The percentages of our consolidated revenues by major product category for the last three
fiscal years are as follows:
Apparel
Clothing including footwear
Jewelry and accessories
Home fashions
Total
Fiscal
2019
Fiscal
2018
Fiscal
2017
52%
15
33
52%
15
33
54%
15
31
100%
100%
100%
TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income or loss
before general corporate expense, loss on early extinguishment of debt, pension settlement charge and interest expense, net.
“Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. These
measures of performance should not be considered alternatives to net income or cash flows from operating activities as an
indicator of TJX’s performance or as a measure of liquidity.
Presented below is financial information with respect to TJX’s business segments:
In thousands
Net sales:
In the United States
Marmaxx
HomeGoods
TJX Canada
TJX International
Segment profit:
In the United States
Marmaxx(1)
HomeGoods
TJX Canada
TJX International
General corporate expense
Loss on early extinguishment of debt
Pension settlement charge
Interest expense, net
Income before provision for income taxes
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$ 24,057,970 $ 22,249,105 $ 21,246,034
4,404,607
5,116,328
5,787,365
3,869,779
3,642,282
3,171,127
5,257,820
4,361,976
$ 38,972,934 $ 35,864,664 $ 33,183,744
4,856,949
$
$
3,253,949 $
671,871
551,617
285,790
4,763,227 $
545,034
—
36,122
8,860
4,173,211 $
2,949,358 $
674,511
530,113
249,226
4,403,208 $
515,032
—
—
31,588
2,995,045
613,778
413,417
235,519
4,257,759
408,236
51,773
31,173
43,534
3,856,588 $
3,723,043
(1) Fiscal 2018 amount includes an impairment charge of $99.3 million for goodwill and certain long-lived assets of Sierra.
F-24
Business segment information (continued):
In thousands
Identifiable assets:
In the United States
Marmaxx
HomeGoods
TJX Canada
TJX International
Corporate(1)
Total identifiable assets
Capital expenditures:
In the United States
Marmaxx
HomeGoods
TJX Canada
TJX International
Total capital expenditures
Depreciation and amortization:
In the United States
Marmaxx
HomeGoods
TJX Canada
TJX International
Corporate(2)
Total depreciation and amortization
Fiscal Year Ended
February 2,
2019
February 3,
2018
January 28,
2017
$
6,223,110 $
1,416,687
914,789
2,344,033
5,676,464 $
5,440,448
1,237,811
1,459,924
2,321,001
1,086,947
1,345,003
1,789,140
3,427,410
3,222,270
$ 14,326,029 $ 14,058,015 $ 12,883,808
3,362,815
$
$
$
$
598,955 $
170,978
82,333
272,873
1,125,139 $
532,348 $
149,505
88,761
287,003
449,169
173,979
100,437
301,162
1,057,617 $
1,024,747
456,420 $
110,978
66,365
180,631
5,261
819,655 $
399,014 $
385,007
94,709
68,033
159,010
5,191
77,287
62,427
129,376
4,699
725,957 $
658,796
(1) Corporate identifiable assets consist primarily of cash, receivables, prepaid insurance, prepaid service contracts and the trust assets in connection with the
Executive Savings Plan. Consolidated cash, including cash held in our foreign entities, is included with corporate assets for consistency with the reporting
of cash for our segments in the U.S.
Includes debt discount accretion and debt expense amortization.
(2)
Note H. Stock Incentive Plan
TJX has a Stock Incentive Plan under which options and other share-based awards may be granted to its directors, officers and
key employees. This plan has been approved by TJX’s shareholders, and all share-based compensation awards are made under
this plan. The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 695.7 million
shares with 46.3 million shares available for future grants as of February 2, 2019. TJX issues shares under the plan from
authorized but unissued common stock. All share amounts and per share data presented have been adjusted to reflect the two-
for-one stock split completed on November 6, 2018.
Total compensation cost related to share-based compensation was $103.6 million, $101.4 million and $102.3 million in fiscal
2019, 2018 and 2017, respectively. As of February 2, 2019, there was $146.5 million of total unrecognized compensation cost
related to nonvested share-based compensation arrangements granted under the plan. That cost is expected to be recognized
over a weighted-average period of 2 years.
Stock Options
Options for the purchase of common stock are granted with an exercise price that is 100% of market price on the grant date,
generally vest in thirds over a 3-year period starting 1 year after the grant, and have a 10-year maximum term. When options
are granted with other vesting terms, the vesting information is reflected in the valuation.
F-25
The fair value of options is estimated as of the date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions:
Fiscal Year Ended
February 2,
2019
February 3,
2018
January 28,
2017
Risk-free interest rate
Dividend yield
Expected volatility factor
Expected option life in years
2.88%
1.4%
23.5%
4.9
1.75%
1.5%
23.5%
4.8
Weighted average fair value of options issued
$
11.85
$
7.16
$
1.20%
1.2%
23.8%
4.8
7.28
The risk-free interest rate is for periods within the contractual life of the option based on the U.S. Treasury yield curve in effect
at the time of grant. We use historical data to estimate option exercises, employee termination behavior and dividend yield
within the valuation model. Expected volatility is based on a combination of implied volatility from traded options on our
stock, and historical volatility during a term approximating the expected life of the option granted. The expected option life
represents an estimate of the period of time options are expected to remain outstanding based upon historical exercise trends.
Employee groups and option characteristics are considered separately for valuation purposes when applicable.
A summary of the status of TJX’s stock options and related weighted average exercise prices (“WAEP”) is presented below:
Shares in thousands
February 2,
2019
Fiscal Year Ended
February 3,
2018
January 28,
2017
Options WAEP
Options
WAEP
Options
WAEP
Outstanding at beginning of year
55,260 $
27.52
54,706 $
24.35
57,372 $
20.84
Granted
Exercised
Forfeitures
Outstanding at end of year
Options exercisable at end of year
6,143
(11,670)
(680)
49,053 $
53.98
21.88
38.59
32.02
9,404
(8,192)
(658)
55,260 $
36.61
16.12
35.70
27.52
8,610
(10,530)
(746)
54,706 $
37.52
15.42
33.08
24.35
34,344 $
26.95
37,952 $
23.28
37,960 $
19.35
The total intrinsic value of options exercised was $284.4 million in fiscal 2019, $176.7 million in fiscal 2018 and $239.7
million in fiscal 2017.
The following table summarizes information about stock options outstanding that were expected to vest and stock options
outstanding that were exercisable as of February 2, 2019:
Shares in thousands
Options outstanding expected to vest (1)
Options exercisable
Total outstanding options vested and expected to vest
(1) Reflects 14.6 million unvested options, net of anticipated forfeitures.
Aggregate
Intrinsic
Value
Weighted
Average
Remaining
Contract Life WAEP
Shares
13,672 $
98,458
8.8 years $ 43.73
34,344 $
754,018
5.0 years $ 26.95
48,016 $
852,476
6.1 years $ 31.72
F-26
Stock Awards
TJX granted restricted stock units and performance share units under the Stock Incentive Plan during fiscal 2019. Restricted
stock units, performance share units, and previously-granted performance-based stock awards are collectively referred to as
stock awards. These awards were granted without a purchase price to the recipient and are subject to vesting conditions. Vesting
conditions for performance share units and performance-based stock awards include specified performance criteria, generally
for a period of three fiscal years. The grant date fair value of the stock awards is charged to income over the requisite service
period during which the recipient must remain employed. The fair value of the stock awards is determined at date of grant in
accordance with ASC Topic 718 and, for performance share units and performance-based stock awards, assumes that
performance goals will be achieved at target. Performance share units, performance-based stock awards and related
compensation costs recognized are adjusted, as applicable, for performance above or below the target specified in the award.
A summary of the status of our nonvested stock awards and changes during fiscal 2019 is presented below:
Shares in thousands
Nonvested at beginning of year
Granted
Vested
Forfeited
Nonvested at end of year
Weighted
Average
Grant Date
Fair Value
Stock Awards
3,045 $
1,268
(859)
(32)
3,422 $
38.68
41.17
35.03
39.93
40.51
There were 1,267,802 shares of restricted stock unit and performance share unit awards, with a weighted average grant date fair
value of $41.17, granted in fiscal 2019, 1,124,012 shares of performance-based stock awards, with a weighted average grant
date fair value of $38.36, granted in fiscal 2018, and 1,027,146 shares of performance-based stock awards, with a weighted
average grant date fair value of $39.25, granted in fiscal 2017. The fair value of performance-based stock awards that vested
was $30.1 million in fiscal 2019, $35.2 million in fiscal 2018, and $38.5 million in fiscal 2017.
Other Awards
TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. As of the end of fiscal 2019, a total of
607,552 of these deferred shares were outstanding under the plan.
Note I. 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.
F-27
In thousands
Change in projected benefit obligation:
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gains)/losses
Settlements
Benefits paid
Expenses paid
Projected benefit obligation at end of year
Accumulated benefit obligation at end of year
In thousands
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Settlements
Benefits paid
Expenses paid
Fair value of plan assets at end of year
Reconciliation of funded status:
Projected benefit obligation at end of year
Fair value of plan assets at end of year
Funded status – excess (asset) obligation
Net (asset) liability recognized on consolidated balance
sheets
Amounts not yet reflected in net periodic benefit cost and
included in accumulated other comprehensive income
(loss):
Prior service cost
Accumulated actuarial losses
Amounts included in accumulated other comprehensive
income (loss)
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
February 2,
2019
February 3,
2018
February 2,
2019
February 3,
2018
$
$
$
1,404,089 $
45,342
54,355
(38,304)
(207,369)
(33,226)
(3,717)
1,221,170 $
1,100,358 $
1,269,010 $
46,845
55,301
67,232
—
(30,993)
(3,306)
1,404,089 $
1,277,216 $
91,047 $
2,391
3,600
5,955
—
(6,234)
—
96,759 $
80,166 $
86,309
1,888
3,316
4,580
—
(5,046)
—
91,047
77,668
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
February 2,
2019
February 3,
2018
February 2,
2019
February 3,
2018
$
$
$
$
$
$
$
1,417,531 $
(27,884)
100,000
(207,369)
(33,226)
(3,717)
1,245,335 $
1,176,960 $
174,870
100,000
—
(30,993)
(3,306)
1,417,531 $
1,221,170 $
1,245,335
1,404,089 $
1,417,531
(24,165) $
(13,442) $
— $
—
6,234
—
(6,234)
—
— $
96,759 $
—
96,759 $
—
—
5,046
—
(5,046)
—
—
91,047
—
91,047
(24,165) $
(13,442) $
96,759 $
91,047
1,558 $
1,935 $
— $
264,160
243,761
30,709
—
28,164
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.
F-28
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:
Discount rate
Rate of compensation increase
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
February 2,
2019
February 3,
2018
February 2,
2019
February 3,
2018
4.30%
4.00%
4.00%
4.00%
4.10%
6.00%
3.80%
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:
In thousands
Net periodic pension cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of net actuarial loss
Settlement charge
Total expense
Other changes in plan assets and
benefit obligations recognized in other
comprehensive income:
Net (gain) loss
Amortization of net (loss)
Settlement charge
Amortization of prior service cost
Total recognized in other
comprehensive income (loss)
Total recognized in net periodic benefit
cost and other comprehensive income
(loss)
Weighted average assumptions for
expense purposes:
Discount rate
Expected rate of return on plan
assets
Rate of compensation increase
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
February 2,
2019
February 3,
2018
January 28,
2017
February 2,
2019
February 3,
2018
January 28,
2017
$
$
$
$
$
45,342 $
54,355
(79,190)
377
12,250
36,122
69,256 $
46,845 $
55,301
(69,345)
377
21,557
—
54,735 $
45,440 $
56,094
(70,535)
377
31,397
31,173
93,946 $
2,391 $
3,600
1,888 $
3,316
—
—
3,409
—
9,400 $
—
—
2,852
—
8,056 $
1,835
3,391
—
—
3,349
—
8,575
68,770 $
(12,250)
(36,122)
(377)
(38,293) $
(21,557)
—
(377)
17,894 $
(31,397)
(31,173)
(377)
5,955 $
(3,409)
—
—
4,580 $
(2,852)
—
—
740
(3,349)
—
—
20,021 $
(60,227) $
(45,053) $
2,546 $
1,728 $
(2,609)
89,277 $
(5,492) $
48,893 $
11,946 $
9,784 $
5,966
4.00%/
4.40%
6.00%/
6.00%
4.00%
4.40%
6.00%
4.00%
F-29
4.80%/
3.80%
6.50%/
6.00%
4.00%
3.80%
4.00%
4.20%
N/A
6.00%
N/A
6.00%
N/A
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
Fiscal Year
2020
2021
2022
2023
2024
2025 through 2029
Funded Plan
Expected Benefit
Payments
Unfunded Plan
Expected Benefit
Payments
$
25,557 $
30,134
35,072
40,515
46,200
313,971
4,799
3,684
4,625
47,780
6,104
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:
In thousands
Asset category:
Short-term investments
Equity Securities
Fixed Income Securities:
Corporate and government bond funds
Futures Contracts
Total assets in the fair value hierarchy
Assets measured at net asset value*
Fair value of assets
$
$
$
F-30
Funded Plan at February 2, 2019
Level 2
Total
Level 1
111,803 $
226,042
—
—
337,845 $
—
— $
—
111,803
226,042
376,438
1,029
377,467 $
—
376,438
1,029
715,312
530,023
1,245,335
337,845 $
377,467 $
In thousands
Asset category:
Short-term investments
Equity Securities
Fixed Income Securities:
Corporate and government bond funds
Futures Contracts
Total assets in the fair value hierarchy
Assets measured at net asset value*
Fair value of assets
$
$
$
Funded Plan at February 3, 2018
Level 2
Total
Level 1
109,183 $
279,635
—
—
388,818 $
—
— $
—
109,183
279,635
420,117
337
420,454 $
—
420,117
337
809,272
608,259
1,417,531
388,818 $
420,454 $
*
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:
Return-seeking assets
Liability-hedging assets
All other – primarily cash
Target Allocation
50%
50%
—%
February 2,
2019
43%
49%
8%
February 3,
2018
47%
46%
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.
F-31
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.
F-32
Note J. Long-Term Debt and Credit Lines
The table below presents long-term debt, exclusive of current installments, as of February 2, 2019 and February 3, 2018. All
amounts are net of unamortized debt discounts.
In thousands
General corporate debt:
2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51%
after reduction of unamortized debt discount of $189 and $234 in fiscal 2019 and 2018,
respectively)
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76%
after reduction of unamortized debt discount of $174 and $250 in fiscal 2019 and 2018,
respectively)
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of
2.32% after reduction of unamortized debt discount of $5,657 and $6,403 in fiscal 2019
and 2018, respectively)
Debt issuance cost
Total long-term debt
February 2,
2019
February 3,
2018
$
$
$
$
$
499,811 $
499,766
749,826 $
749,750
994,343 $
(10,364) $
2,233,616 $
993,597
(12,506)
2,230,607
The aggregate maturities of long-term debt, inclusive of current installments at February 2, 2019 are as follows:
In thousands
Fiscal Year 2020
2021
2022
2023
2024
Later years
Less amount representing unamortized debt discount
Less amount representing debt issuance cost
Aggregate maturities of long-term debt
Long-Term
Debt
$
$
—
—
750,000
—
500,000
1,000,000
(6,020)
(10,364)
2,233,616
On September 12, 2016, TJX issued $1.0 billion aggregate principal amount of 2.25% ten-year notes due September 2026. TJX
entered into a rate-lock agreement to hedge $700 million of the 2.25% notes. The cost of these agreements are being amortized
to interest expense over the term of the notes resulting in an effective fixed rate of 2.36%. On October 12, 2016, TJX used a
portion of the proceeds from the 2.25% ten-year notes to redeem all outstanding 6.95% ten-year notes and recorded a pre-tax
loss on the early extinguishment of debt of $51.8 million, which includes $50.6 million of redemption premium and $1.2
million to write off unamortized debt expenses and discount.
At February 2, 2019, TJX also had outstanding $500 million aggregate principal amount of 2.50% ten-year notes due May 2023
and $750 million aggregate principal amount of 2.75% seven-year notes due June 2021. TJX entered into rate-lock agreements
to hedge the underlying treasury rate of $250 million of the 2.50% notes. The costs of these agreements are being amortized to
interest expense over the term of the respective notes, resulting in an effective fixed interest rate of 2.57% for the 2.50% notes.
TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their
issuance. The agreements were accounted for as cash flow hedges and the pre-tax realized loss of $7.9 million was recorded as
a component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in
an effective fixed interest rate of 2.91%.
At February 2, 2019, TJX had two $500 million revolving credit facilities, one which matures in March 2020 and one which
matures in March 2022. The $500 million revolving credit facilities maturing in March 2020 and March 2022 were also
outstanding at February 3, 2018. In March 2017, the maturity of the $500 million revolving credit facility scheduled to mature
in March 2021 was extended to March 2022. No other terms of the facility were modified at that time.
F-33
The terms and covenants under the revolving credit facilities require quarterly payments of 6.0 basis points per annum on the
committed amounts for both agreements. This rate is based on the credit ratings of TJX’s long-term debt and will vary with
specified changes in the credit ratings. These agreements have no compensating balance requirements and have various
covenants. Each of these facilities require TJX to maintain a ratio of funded debt and four-times consolidated rentals to
consolidated earnings before interest, taxes, consolidated rentals, depreciation and amortization (EBITDAR) of not more than
2.75 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at the end of
all periods presented. As of February 2, 2019 and February 3, 2018, and during the years then ended, there were no amounts
outstanding under these facilities.
As of February 2, 2019 and February 3, 2018, TJX Canada had two uncommitted credit lines, a C$10 million facility for
operating expenses and a C$10 million letter of credit facility. As of February 2, 2019 and February 3, 2018, and during the
years then ended, there were no amounts outstanding on the Canadian credit line for operating expenses. As of February 2,
2019 and February 3, 2018, our European business at TJX International had an uncommitted credit line of £5 million. As of
February 2, 2019 and February 3, 2018, and during the years then ended, there were no amounts outstanding on the European
credit line.
Note K. Income Taxes
The 2017 Tax Act made broad and complex changes to the U.S. tax code which had a significant impact on our fiscal 2018 and
fiscal 2019 tax expense, including reducing the U.S. federal corporate tax rate from 35% to 21%, expanded rules regarding
expensing of fixed assets, and required one-time transition tax on certain undistributed earnings of foreign subsidiaries. Other
provisions that became effective in Fiscal 2019 impacting income taxes include: an exemption from U.S. tax on dividends of
future foreign earnings, expanded limitations on executive compensation, a minimum tax on certain foreign earnings in excess
of 10% of the foreign subsidiaries tangible assets (i.e. global intangible low-taxed income or “GILTI”), and allows a benefit for
foreign derived intangible income (FDII).
In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which allows a
measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the 2017 Tax Act. We
have completed our analysis in the fourth quarter of fiscal 2019 and determined there is no material adjustment to the income
tax expense. We have recorded current tax on GILTI relative to fiscal 2019 operations and will continue to account for GILTI as
a period cost when incurred.
For financial reporting purposes, components of income before income taxes are as follows:
In thousands
United States
Foreign
Income before provision for income taxes
The provision for income taxes includes the following:
In thousands
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Provision for income taxes
F-34
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
$
3,463,785 $
709,426 $
4,173,211 $
3,255,057 $
3,196,370
601,531 $
526,673
3,856,588 $
3,723,043
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
711,369 $
251,187
238,692
1,063,141 $
160,650
161,974
1,068,778
213,505
148,367
(62,278)
(27,831)
2,274
1,113,413 $
(164,523)
27,595
(197)
(3,107)
(10,583)
7,849
1,248,640 $
1,424,809
TJX had net deferred tax (liabilities) assets as follows:
In thousands
Deferred tax assets:
Net operating loss carryforward
Reserves for lease obligations
Pension, stock compensation, postretirement and employee benefits
Leases
Accruals and reserves
Other
Total gross deferred tax assets
Valuation allowance
Net deferred tax asset
Deferred tax liabilities:
Property, plant and equipment
Capitalized inventory
Tradename/intangibles
Undistributed foreign earnings
Other
Total deferred tax liabilities
Net deferred tax (liability)
Non-current asset
Non-current liability
Total
Fiscal Year Ended
February 2,
2019
February 3,
2018
$
$
$
$
$
$
$
$
49,489 $
2,799
273,482
45,740
42,709
65,776
479,995 $
(51,711)
428,284 $
497,906 $
42,981
14,019
1,856
23,246
580,008 $
(151,724) $
6,467 $
(158,191)
(151,724) $
40,088
3,637
232,887
42,999
51,281
25,599
396,491
(42,332)
354,159
437,621
45,125
12,628
65,013
20,271
580,658
(226,499)
6,558
(233,057)
(226,499)
TJX has provided for all applicable state and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries
in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 2, 2019. We have not provided for state and
foreign withholding taxes on the approximately $1.4 billion of undistributed earnings related to all other foreign subsidiaries as
such earnings are considered to be indefinitely reinvested in the business. The net amount of unrecognized state tax liabilities
related to the undistributed earnings is approximately $1 million.
As of February 2, 2019 and February 3, 2018, for state income tax purposes, TJX had net operating loss carryforwards of
$133.2 million and $113.9 million respectively, which expire, if unused, in the years 2020 through 2038. TJX has analyzed the
realization of the state net operating loss carryforwards on an individual state basis. For those states where the Company has
determined that it is more likely than not that the state net operating loss carryforwards will not be realized, a valuation
allowance of $10 million has been provided for the deferred tax asset as of February 2, 2019 and $8.9 million as of February 3,
2018.
As of February 2, 2019 and February 3, 2018, the Company had available for foreign income tax purposes (related to Australia,
Austria and the Netherlands) net operating loss carryforwards of $138.8 million and $111 million respectively, of which $18.3
million will expire, if unused, in fiscal years 2025 through 2028. The remaining loss carryforwards do not expire. For the
deferred tax assets associated with the net operating loss carryforwards for which management has determined it is more likely
than not that the deferred tax assets will not be realized, TJX had valuation allowances recorded of approximately $41.7 million
as of February 2, 2019, and approximately $33.4 million as of February 3, 2018.
F-35
The difference between the U.S. federal statutory income tax rate and TJX’s worldwide effective income tax rate is reconciled
below:
U.S. federal statutory income tax rate
Effective state income tax rate
Impact of foreign operations
Excess share-based compensation
Impact of 2017 Tax Act
All other
Worldwide effective income tax rate
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
21.0%
4.5
1.2
(1.2)
1.5
(0.3)
26.7%
33.7%
3.6
(0.1)
(1.3)
(2.3)
(1.2)
32.4%
35.0%
3.5
(0.2)
—
—
—
38.3%
TJX’s effective income tax rate decreased for fiscal 2019 as compared to fiscal 2018. The decrease is primarily driven by the
decrease in the U.S. federal statutory rate to 21%. The reduced tax rates per the 2017 Tax Act were applicable for all of fiscal
2019 versus only a portion of fiscal 2018.
TJX had net unrecognized tax benefits of $233.4 million as of February 2, 2019, $57.3 million as of February 3, 2018 and
$38.5 million as of January 28, 2017.
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
In thousands
Balance at beginning of year
Additions for uncertain tax positions taken in current year
Additions for uncertain tax positions taken in prior years
Reductions for uncertain tax positions taken in prior years
Reductions resulting from lapse of statute of limitations
Settlements with tax authorities
Balance at end of year
Fiscal Year Ended
February 2,
2019
February 3,
2018
January 28,
2017
$
$
61,704 $
7,406
177,741
—
(1,388)
(1,268)
244,195 $
49,092 $
6,504
7,990
(587)
(1,295)
—
43,326
7,018
327
(334)
(1,245)
—
61,704 $
49,092
Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition.
These items amounted to $222 million as of February 2, 2019, $55.8 million as of February 3, 2018 and $43.8 million as of
January 28, 2017.
TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S. and
in Canada, fiscal years through 2010 are no longer subject to examination. In all other jurisdictions, fiscal years through 2009
are no longer subject to examination.
TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The
amount of interest and penalties expensed was $11.9 million for the year ended February 2, 2019, $1.9 million for the year
ended February 3, 2018 and $1.4 million for the year ended January 28, 2017. The accrued amounts for interest and penalties
are $23.6 million as of February 2, 2019, $11.9 million as of February 3, 2018 and $8.0 million as of January 28, 2017.
F-36
Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of
statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that
unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those
represented on the financial statements as of February 2, 2019. During the next twelve months, it is reasonably possible that
state tax audit resolutions may reduce unrecognized tax benefits by $0 to $30 million, which would reduce the provision for
taxes on earnings. The US Treasury issued several proposed regulations supplementing the 2017 Tax Act in 2018, including
detailed guidance clarifying the calculation of the mandatory tax on previously unrepatriated earnings, expansion of existing
foreign tax credit rules to newly created categories, and various other guidance. These proposed regulations are intended to be
applied retroactively. As a result, the Company will monitor their impact to the Company's filing positions and will record any
impacts as a discrete event in the period that the guidance is finalized.
Note L. Commitments
TJX is committed under long-term leases related to its continuing operations for the rental of real estate and fixtures and
equipment. Most of TJX’s leases are store operating leases with initial ten year terms and options to extend for one or more five
year periods in the U.S. and Canada; initial ten to fifteen year terms in Europe and initial seven to ten year terms in Australia,
some of which have options to extend. Many of the Company’s leases contain escalation clauses and we have the right to
terminate some of the leases before the expiration date under specified circumstances and some with specified payments. In
addition, TJX is generally required to pay insurance, real estate taxes and other operating expenses including, in some cases,
rentals based on a percentage of sales. These expenses in the aggregate were approximately one-third of the total minimum rent
in fiscal 2019, fiscal 2018 and fiscal 2017 and are not included in the table below.
The following is a schedule of future minimum lease payments for continuing operations as of February 2, 2019:
In thousands
Fiscal Year 2020
2021
2022
2023
2024
Later years
Total future minimum lease payments
Operating
Leases
$
1,676,700
1,603,378
1,441,444
1,253,420
1,042,184
2,774,845
$
9,791,971
Rental expense under operating leases for continuing operations amounted to $1.7 billion for fiscal 2019, $1.6 billion for fiscal
2018 and $1.4 billion for fiscal 2017. Rental expense includes contingent rent and is reported net of sublease income.
Contingent rent paid was $22.8 million in fiscal 2019, $18.4 million in fiscal 2018 and $14.7 million in fiscal 2017. Sublease
income was $1.2 million in fiscal 2019, $1.3 million in fiscal 2018 and $1.2 million in fiscal 2017.
As of February 2, 2019 we have a number of lease agreements for facilities and stores that resulted in TJX being considered the
owner of the property for accounting purposes. The build-to-suit lease assets related to these properties are included in “land
and buildings” and the related liabilities of $243.3 million are included as build-to-suit lease obligations in “other long-term
liabilities.”
TJX had outstanding letters of credit totaling $41.9 million as of February 2, 2019 and $40.2 million as of February 3, 2018.
Letters of credit are issued by TJX primarily for the purchase of inventory.
F-37
Note M. Accrued Expenses and Other Liabilities, Current and Long-Term
The major components of accrued expenses and other current liabilities are as follows:
In thousands
Employee compensation and benefits, current
Dividends payable
Accrued capital additions
Rent, utilities and occupancy, including real estate taxes
Merchandise credits and gift certificates
Sales tax collections and V.A.T. taxes
All other current liabilities
Total accrued expenses and other current liabilities
Fiscal Year Ended
February 2,
2019
February 3,
2018
$
737,920 $
241,972
119,172
243,192
450,302
170,249
770,269
2,733,076 $
$
686,294
199,029
90,336
234,183
399,482
200,005
713,632
2,522,961
All other current liabilities include accruals for advertising, customer rewards liability, interest, insurance, reserve for sales
returns, reserve for taxes, fair value of derivatives, expense payables and other items, each of which is individually less than
5% of current liabilities.
The major components of other long-term liabilities are as follows:
In thousands
Employee compensation and benefits, long-term
Accrued rent
Landlord allowances
Income taxes payable
Tax reserve, long-term
Build-to-suit lease obligations
Asset retirement obligation
All other long-term liabilities
Total other long-term liabilities
Fiscal Year Ended
February 2,
2019
February 3,
2018
$
449,065 $
269,057
80,425
—
235,467
243,258
49,692
27,278
1,354,242 $
$
442,624
263,178
88,747
176,772
44,753
221,917
49,266
33,248
1,320,505
Note N. Contingent Obligations and Contingencies
Contingent Obligations
TJX has contingent obligations on leases, for which it was a lessee or guarantor, which were assigned to third parties without
TJX being released by the landlords. Over many years, TJX has assigned numerous leases that it had originally leased or
guaranteed to a significant number of third parties. With the exception of leases of former businesses for which TJX has
reserved, the Company has rarely had a claim with respect to assigned leases, and accordingly, the Company does not expect
that such leases will have a material adverse impact on our financial condition, results of operations or cash flows. TJX does
not generally have sufficient information about these leases to estimate our potential contingent obligations under them, which
could be triggered in the event that one or more of the current tenants does not fulfill their obligations related to one or more of
these leases.
TJX may also be contingently liable on up to eight leases of former TJX businesses, for which we believe the likelihood of
future liability to TJX is remote, and has contingent obligations in connection with certain assigned or sublet properties that
TJX is able to estimate. We estimate that the undiscounted obligations of (i) leases of former operations not included in our
reserve for former operations and (ii) properties of our former operations if the subtenants or assignees do not fulfill their
obligations, are approximately $37.1 million as of February 2, 2019. We believe that most or all of these contingent obligations
will not revert to us and, to the extent they do, will be resolved for substantially less due to mitigating factors including our
expectation to further sublet.
F-38
TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses
related to such matters as title to assets sold, specified environmental matters or certain income taxes. These obligations are
often limited in time and amount. There are no amounts reflected in our balance sheets with respect to these contingent
obligations.
Contingencies
TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of
our business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or
collective actions on behalf of various groups of current and former salaried and hourly Associates in the U.S. The lawsuits
allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes. TJX is also a defendant in
a putative class action on behalf of customers relating to compare at pricing. The lawsuits are in various procedural stages and
seek monetary damages, injunctive relief and attorneys’ fees.
Note O. Supplemental Cash Flows Information
TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows:
In thousands
Cash paid for:
Interest on debt
Income taxes
Non-cash investing and financing activity:
Build-to-suit construction in progress
Build-to-suit lease obligation
Dividends payable
Property additions
February 2,
2019
Fiscal Year Ended
February 3,
2018
(53 weeks)
January 28,
2017
$
$
64,007 $
64,308 $
72,619
1,147,511
1,289,964
1,282,172
(40,911) $
40,911
42,943
28,836
(27,207) $
27,207
29,836
(21,627)
(94,291)
94,291
29,195
(20,908)
Note P. Selected Quarterly Financial Data (Unaudited)
Presented below is selected quarterly consolidated financial data for fiscal 2019 and fiscal 2018 which was prepared on the
same basis as the audited consolidated financial statements and includes all adjustments necessary to present fairly, in all
material respects, the information set forth therein on a consistent basis.
Amounts in thousands except per share amounts
Fiscal Year Ended February 2, 2019 (52 weeks)
Net sales
Gross earnings(1)
Net income
Basic earnings per share(4)
Diluted earnings per share(4)
Fiscal Year Ended February 3, 2018 (53 weeks)
Net sales
Gross earnings(1)
Net income
Basic earnings per share(4)
Diluted earnings per share(4)
First
Quarter
Second
Quarter
Third
Quarter(2)
Fourth
Quarter(3)
$
8,688,720 $
9,331,115 $
9,825,759 $ 11,127,340
2,510,481
2,695,300
2,842,276
3,093,700
716,381
739,626
762,253
841,538
0.57
0.56
0.59
0.58
0.62
0.61
0.69
0.68
$
7,784,024 $
8,357,700 $
8,762,220 $ 10,960,720
2,253,952
2,385,025
2,612,200
3,111,320
536,279
552,957
641,436
877,276
0.41
0.41
0.43
0.42
0.51
0.50
0.70
0.69
(1) Gross earnings equal net sales less cost of sales, including buying and occupancy costs.
(2) The third quarter of fiscal 2019 includes a $36.1 million pension settlement charge.
(3) The fourth quarter of fiscal 2018 includes 14 weeks, a $99.3 million impairment charge and a net benefit related to the 2017 Tax Act.
(4) Adjusted for two-for-one stock split completed in November 2018. See Note D - Capital Stock and Earnings Per Share.
F-39
BOARD OF DIRECTORS
COMMITTEES OF THE
BOARD OF DIRECTORS
Carol Meyrowitz
Executive Chairman of the Board,
The TJX Companies, Inc.
Ernie Herrman
Chief Executive Officer
and President,
The TJX Companies, Inc.
EXECUTIVE COMMITTEE
Carol Meyrowitz, Chairman
Amy B. Lane
John F. O’Brien
Zein Abdalla
Former President,
PepsiCo, Inc.
Alan M. Bennett
Former President and
Chief Executive Officer,
H&R Block, Inc.
Rosemary T. Berkery
Former Chairman,
UBS Bank USA;
Former Vice Chairman,
UBS Wealth Management
Americas
David T. Ching
Former Senior Vice President
and Chief Information Officer,
Safeway Inc.
Michael F. Hines
Former Executive
Vice President and
Chief Financial Officer,
Dick’s Sporting Goods, Inc.
AUDIT COMMITTEE
Michael F. Hines, Chairman
Rosemary T. Berkery
David T. Ching
Amy B. Lane
Amy B. Lane
Former Managing Director,
Global Retailing Investment
Banking Group,
Merrill Lynch & Co., Inc.
Jackwyn L. Nemerov
Former President and
Chief Operating Officer,
Ralph Lauren Corporation
John F. O’Brien
Lead Director,
The TJX Companies, Inc.
Retired Chief Executive Officer
and President, Allmerica
Financial Corporation
Willow B. Shire
Former Executive Consultant,
Orchard Consulting Group
CORPORATE GOVERNANCE
COMMITTEE
Willow B. Shire, Chairman
Zein Abdalla
David T. Ching
Jackwyn L. Nemerov
EXECUTIVE COMPENSATION
COMMITTEE
Alan M. Bennett, Chairman
Rosemary T. Berkery
Jackwyn L. Nemerov
Willow B. Shire
FINANCE COMMITTEE
Amy B. Lane, Chairman
Zein Abdalla
Alan M. Bennett
Michael F. Hines
EXECUTIVE OFFICERS AND BUSINESS LEADERSHIP
Carol Meyrowitz
Executive Chairman of the Board
Ernie Herrman
Chief Executive Officer and President
BUSINESS LEADERSHIP
Marmaxx (T.J. Maxx and Marshalls)
Tim Miner
President
SENIOR EXECUTIVE
VICE PRESIDENTS
Ken Canestrari
Group President
Scott Goldenberg
Chief Financial Officer
Douglas Mizzi
Group President
Richard Sherr
Group President
HomeGoods (HomeGoods and Homesense)
John Ricciuti
President
TJX Canada (Winners, HomeSense, and Marshalls)
Robert Greening
President
TJX Europe (T.K. Maxx and Homesense)
Louise Greenlees
President
TJX Australia (T.K. Maxx)
Connie McCulloch
President
SHAREHOLDER INFORMATION
Transfer Agent and Registrar
COMMON STOCK
For shareholder inquiries, certificates for transfer,
and address changes:
COMPUTERSHARE
REGULAR MAIL:
P.O. Box 505000, Louisville, KY 40233-5000
OVERNIGHT DELIVERY:
462 South 4th Street, Suite 1600, Louisville, KY 40202
WEBSITE:
www.computershare.com/investor
CONTACT ONLINE AT:
https://www-us.computershare.com/investor/contact
CONTACT VIA PHONE AT:
1-866-606-8365
1-201-680-6578 (Outside the U.S.)
Trustee
U.S. Bank National Association
Public Notes: 2.25%, 2.50%, and 2.75% notes
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Form 10-K
Information concerning the Company’s operations
and financial position is provided in the Company’s
10-K, which is included in this report and filed with
the Securities and Exchange Commission. A copy
of the Form 10-K may also be obtained without
charge at tjx.com or by writing or calling:
The TJX Companies, Inc.
Global Communications
770 Cochituate Road
Framingham, MA 01701
508-390-2323
Investor Relations
Analysts and investors seeking information about the
Company should visit tjx.com or contact:
Debra McConnell
Senior Vice President, Global Communications
508-390-2323
Executive Offices
Framingham, Massachusetts 01701
Public Information and SEC Filings
Visit our corporate website: tjx.com
For the store nearest you,
call (local) or visit us online at:
UNITED STATES
T.J. Maxx: 1-800-2-TJMAXX
tjmaxx.com
Marshalls: 1-800-MARSHALLS
marshalls.com
HomeGoods: 1-800-614-HOME
homegoods.com
Sierra: 1-800-713-4534
sierra.com
Homesense: 1-855-660-HOME
us.homesense.com
CANADA
Winners: 1-800-646-9466
winners.ca
HomeSense: 1-800-646-9466
homesense.ca
Marshalls: 1-800-646-9466
marshalls.ca
EUROPE
T.K. Maxx: 01923 473561 (U.K.)
tkmaxx.com (U.K.)
T.K. Maxx: 01 2476126 (Ireland)
tkmaxx.ie (Ireland)
T.K. Maxx: 0211 88 223 267 (Germany)
tkmaxx.de (Germany)
T.K. Maxx: 022 551 07 27 (Poland)
tkmaxx.pl (Poland)
T.K. Maxx: 01 9287669 (Austria)
tkmaxxonline.at (Austria)
T.K. Maxx: 0107114866 (Netherlands)
tkmaxx.nl (Netherlands)
Homesense: 01923 473561 (U.K.)
homesense.com (U.K.)
Homesense: 01 2476126 (Ireland)
homesense.ie (Ireland)
AUSTRALIA
T.K. Maxx: 1300768913
tkmaxx.com.au
To shop us online, visit:
tjmaxx.com
sierra.com
tkmaxx.com
C O N S O L I D A T E D P E R F O R M A N C E
SUCCEEDING IN MANY TYPES OF ENVIRONMENTS
STEADY EARNINGS
GROWTH 1
42
36
30
24
18
6
0
|
12
S
N
O
I
L
L
I
B
$
S
E
L
A
S
T
E
N
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
S
E
R
O
T
S
F
O
R
E
B
M
U
N
7
6
5
4
3
2
1
0
|
S
N
O
I
L
L
I
B
$
T
I
F
O
R
P
T
N
E
M
G
E
S
2.50
|
2.00
S
R
A
L
L
O
D
E
R
A
H
S
R
E
P
S
G
N
I
N
R
A
E
D
E
T
U
L
I
D
D
E
T
S
U
J
D
A
1.50
1.00
0.50
0.00
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
S
N
O
I
L
L
I
M
$
(FY)
82* 83*
*Recession
91*
02*
09*10*
19
(FY)
15 16 17 18
19
GLOBAL STORE GROWTH POTENTIAL
CURRENT COUNTRIES, CURRENT CONCEPTS
REINVESTING IN OUR BUSINESS,
RETURNING VALUE TO SHAREHOLDERS
Marmaxx
(U.S.)
HomeGoods
& Homesense
TJX
Canada
(U.S.) 2
TJX
International
(Europe and
Australia)
Total
TJX 3
Store Count FYE19
Long-Term Potential
0
(FY)
15
19
15
19
15
19
Net Cash
from Operating
Activities
Property
Additions
Share Repurchases
Dividend Payments
The TJX Companies, Inc., the leading off-price apparel and
home fashions retailer in the U.S. and worldwide, is ranked
85 among Fortune 500 companies and operates four major
divisions: Marmaxx, HomeGoods, TJX Canada, and TJX
International (comprised of Europe and Australia). With more than
4,300 stores, three e-commerce sites, and approximately 270,000
Associates, we see ourselves as a global, off-price, value retailer,
and our mission is to deliver great value to our customers every
day. We do this by offering a rapidly changing assortment of
quality, fashionable, brand name, and designer merchandise at
prices generally 20% to 60% below full-price retailers’ (including
department, specialty, and major online retailers) regular prices
on comparable merchandise. With our value proposition, we
reach a broad range of fashion and value-conscious customers
across many income levels and demographic groups.
UNITED STATES
CANADA
Winners is the leading off-price family apparel and home fashions
retailer in Canada and was acquired by TJX in 1990. Select stores
offer fine jewelry and some feature The Runway at Winners, a
high-end designer department. Winners operated 271 stores at
2018’s year end.
HomeSense introduced the off-price home fashions concept to Canada
in 2001. This chain offers a broad array of home basics and home
décor merchandise. It operates in a standalone and superstore format,
which pairs HomeSense with Winners. At 2018’s year end, HomeSense
operated 125 stores in Canada.
T.J. Maxx was founded in 1976 and together with Marshalls
forms Marmaxx, the largest off-price retailer of apparel and
home fashions in the U.S. T.J. Maxx launched its e-commerce
site, tjmaxx.com, in 2013. T.J. Maxx operated 1,252 stores in
49 states and Puerto Rico at 2018’s year end. T.J. Maxx offers
family apparel, home fashions, and expanded fine jewelry and
accessories departments, as well as The Runway at Maxx,
a high-end designer department, in some stores.
Marshalls launched in Canada in 2011. In Canada, Marshalls offers
great, off-price values on family apparel, with an expanded footwear
department, and The CUBE, an exciting juniors’ department. Marshalls
operated 88 stores in Canada at 2018’s year end.
EUROPE
Marshalls was acquired by TJX in 1995 and with T.J. Maxx forms
Marmaxx. Marshalls operated 1,091 stores in 47 states and Puerto
Rico at 2018’s year end. Marshalls offers family apparel and home
fashions, including expanded footwear and men’s departments, and
The CUBE, a department specifically for juniors.
HomeGoods, introduced in 1992, is the leading off-price retailer
of home fashions in the U.S. HomeGoods offers an eclectic
assortment of home fashions, including furniture, rugs, lighting, soft
home, decorative accessories, tabletop, and cookware as well as
expanded pet, kids, and gourmet food departments. HomeGoods
operates in a standalone and superstore format, which couples
HomeGoods with T.J. Maxx or Marshalls. At 2018’s year end,
HomeGoods operated 749 stores in 47 states and Puerto Rico.
Sierra, acquired in 2012 and rebranded from Sierra Trading Post in
2018, is an off-price retailer of brand name and quality outdoor gear,
family apparel and footwear, sporting goods, and home fashions.
Sierra launched its e-commerce site in 1998. As of 2018’s year-end,
Sierra operated sierra.com and 35 stores in the U.S.
In 2017, Homesense launched in the U.S. Our 16
Homesense stores complement HomeGoods, offering
a differentiated mix and expanded departments, such
as large furniture, ceiling lighting, and rugs, as well as
different departments, such as a general store and an
entertaining marketplace.
Launched in 1994, T.K. Maxx introduced off-price retailing to the
U.K. and Ireland and is the only brick-and-mortar, off-price apparel
and home fashions retailer of significant size in Europe. T.K. Maxx
expanded into Germany in 2007, Poland in 2009, and Austria and the
Netherlands in 2015. T.K. Maxx offers top-brand family apparel as well
Netherlands in 2015. T.K. Maxx offers top-brand family apparel as well
Netherlands in 2015. T.K. Maxx offers top-brand family apparel as well
as home fashions, and in some stores, the Mod Box, a department
as home fashions, and in some stores, the Mod Box, a department
as home fashions, and in some stores, the Mod Box, a department
specifically for younger customers, and Gold Label, which features
specifically for younger customers, and Gold Label, which features
specifically for younger customers, and Gold Label, which features
high-end designer labels. T.K. Maxx ended 2018 with 567 stores.
high-end designer labels. T.K. Maxx ended 2018 with 567 stores.
high-end designer labels. T.K. Maxx ended 2018 with 567 stores.
It also operates tkmaxx.com in the U.K.
Homesense introduced the off-price home fashions
Homesense introduced the off-price home fashions
Homesense introduced the off-price home fashions
concept to the U.K. in 2008 and expanded into Ireland in
concept to the U.K. in 2008 and expanded into Ireland in
concept to the U.K. in 2008 and expanded into Ireland in
2017. In the U.K., Homesense operates in a standalone
2017. In the U.K., Homesense operates in a standalone
2017. In the U.K., Homesense operates in a standalone
and superstore format, which pairs Homesense with
and superstore format, which pairs Homesense with
and superstore format, which pairs Homesense with
T.K. Maxx. This business offers our customers great
T.K. Maxx. This business offers our customers great
T.K. Maxx. This business offers our customers great
values on top-quality home fashions, including home
values on top-quality home fashions, including home
values on top-quality home fashions, including home
values on top-quality home fashions, including home
values on top-quality home fashions, including home
values on top-quality home fashions, including home
values on top-quality home fashions, including home
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
basics and home décor merchandise. At 2018’s year end, Homesense
operated 68 stores.
AUSTRALIA
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
In 2015, TJX acquired Trade Secret, an Australian off-price retailer that
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
was converted to T.K. Maxx in 2017. The Australian chain offers branded
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
apparel for the family, as well as footwear, accessories, and home
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
fashions, all at great values. With the first store opening in 1992, it
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
is now a 44-store chain with locations in New South Wales, Victoria,
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
Queensland, and the Australian Capital Territory.
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WE ARE ONE TJX
EUROPE
Austria, Germany, Ireland, Netherlands,
Poland, United Kingdom
U.S.
CANADA
AUSTRALIA
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
508-390-1000
tjx.com
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