☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
04-2207613
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
770 Cochituate Road Framingham, Massachusetts
|
|
01701
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Net sales
|
|
$
|
9,825,759
|
|
|
$
|
8,762,220
|
|
|
$
|
27,845,594
|
|
|
$
|
24,903,944
|
|
Cost of sales, including buying and occupancy costs
|
|
6,983,483
|
|
|
6,150,020
|
|
|
19,797,537
|
|
|
17,652,767
|
|
||||
Selling, general and administrative expenses
|
|
1,756,448
|
|
|
1,584,219
|
|
|
5,006,937
|
|
|
4,479,470
|
|
||||
Pension settlement charge
|
|
36,122
|
|
|
—
|
|
|
36,122
|
|
|
—
|
|
||||
Interest expense, net
|
|
3,188
|
|
|
7,981
|
|
|
10,365
|
|
|
27,499
|
|
||||
Income before provision for income taxes
|
|
1,046,518
|
|
|
1,020,000
|
|
|
2,994,633
|
|
|
2,744,208
|
|
||||
Provision for income taxes
|
|
284,265
|
|
|
378,564
|
|
|
776,373
|
|
|
1,013,536
|
|
||||
Net income
|
|
$
|
762,253
|
|
|
$
|
641,436
|
|
|
$
|
2,218,260
|
|
|
$
|
1,730,672
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.62
|
|
|
$
|
0.51
|
|
|
$
|
1.78
|
|
|
$
|
1.35
|
|
Weighted average common shares – basic
|
|
1,236,842
|
|
|
1,268,044
|
|
|
1,245,639
|
|
|
1,278,383
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.61
|
|
|
$
|
0.50
|
|
|
$
|
1.75
|
|
|
$
|
1.33
|
|
Weighted average common shares – diluted
|
|
1,257,562
|
|
|
1,285,762
|
|
|
1,264,100
|
|
|
1,297,344
|
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
November 3,
2018 |
|
October 28,
2017 |
||||
Net income
|
|
$
|
762,253
|
|
|
$
|
641,436
|
|
Additions to other comprehensive income:
|
|
|
|
|
||||
Foreign currency translation adjustments, net of related tax provision of $143 in fiscal 2019 and benefit of $18,110 in fiscal 2018
|
|
(18,055
|
)
|
|
(46,029
|
)
|
||
Recognition of net gains/losses on benefit obligations, net of related tax benefit of $1,867 in fiscal year 2019 (See Note H)
|
|
(5,128
|
)
|
|
—
|
|
||
Reclassifications from other comprehensive income to net income:
|
|
|
|
|
||||
Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019
|
|
26,481
|
|
|
—
|
|
||
Amortization of prior service cost and deferred gains, net of related tax provisions of $1,109 in fiscal 2019 and $2,414 in fiscal 2018
|
|
3,047
|
|
|
3,669
|
|
||
Amortization of loss on cash flow hedge, net of related tax provisions of $76 in fiscal 2019 and $112 in fiscal 2018
|
|
208
|
|
|
171
|
|
||
Other comprehensive income (loss), net of tax
|
|
6,553
|
|
|
(42,189
|
)
|
||
Total comprehensive income
|
|
$
|
768,806
|
|
|
$
|
599,247
|
|
|
|
Thirty-Nine Weeks Ended
|
||||||
|
|
November 3,
2018 |
|
October 28,
2017 |
||||
Net income
|
|
$
|
2,218,260
|
|
|
$
|
1,730,672
|
|
Additions to other comprehensive income:
|
|
|
|
|
||||
Foreign currency translation adjustments, net of related tax benefits of $13,582 in fiscal 2019 and tax provision of $16,212 in fiscal 2018
|
|
(200,319
|
)
|
|
79,393
|
|
||
Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019
|
|
19,539
|
|
|
—
|
|
||
Recognition of net gains/losses on benefit obligations, net of related tax benefit of $1,867 in fiscal year 2019 (See Note H)
|
|
(5,128
|
)
|
|
—
|
|
||
Reclassifications from other comprehensive income to net income:
|
|
|
|
|
||||
Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019
|
|
26,481
|
|
|
—
|
|
||
Amortization of prior service cost and deferred gains, net of related tax provisions of $3,210 in fiscal 2019 and $7,500 in fiscal 2018
|
|
8,817
|
|
|
11,401
|
|
||
Amortization of loss on cash flow hedge, net of related tax provisions of $228 in fiscal 2019 and $337 in fiscal 2018
|
|
622
|
|
|
513
|
|
||
Other comprehensive (loss) income, net of tax
|
|
(149,988
|
)
|
|
91,307
|
|
||
Total comprehensive income
|
|
$
|
2,068,272
|
|
|
$
|
1,821,979
|
|
|
|
November 3,
2018 |
|
February 3,
2018 |
|
October 28,
2017 |
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
2,711,767
|
|
|
$
|
2,758,477
|
|
|
$
|
2,364,244
|
|
Short-term investments
|
|
—
|
|
|
506,165
|
|
|
511,618
|
|
|||
Accounts receivable, net
|
|
419,790
|
|
|
327,166
|
|
|
345,866
|
|
|||
Merchandise inventories
|
|
5,543,413
|
|
|
4,187,243
|
|
|
4,725,850
|
|
|||
Prepaid expenses and other current assets
|
|
544,427
|
|
|
706,676
|
|
|
422,719
|
|
|||
Federal, state, and foreign income taxes recoverable
|
|
97,616
|
|
|
—
|
|
|
19,737
|
|
|||
Total current assets
|
|
9,317,013
|
|
|
8,485,727
|
|
|
8,390,034
|
|
|||
Net property at cost
|
|
5,165,875
|
|
|
5,006,053
|
|
|
4,858,284
|
|
|||
Goodwill
|
|
97,348
|
|
|
100,069
|
|
|
196,365
|
|
|||
Other assets
|
|
445,006
|
|
|
466,166
|
|
|
433,012
|
|
|||
TOTAL ASSETS
|
|
$
|
15,025,242
|
|
|
$
|
14,058,015
|
|
|
$
|
13,877,695
|
|
LIABILITIES
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
3,340,596
|
|
|
$
|
2,488,373
|
|
|
$
|
2,986,374
|
|
Accrued expenses and other current liabilities
|
|
2,594,561
|
|
|
2,522,961
|
|
|
2,361,422
|
|
|||
Federal, state and foreign income taxes payable
|
|
78,668
|
|
|
114,203
|
|
|
120,185
|
|
|||
Total current liabilities
|
|
6,013,825
|
|
|
5,125,537
|
|
|
5,467,981
|
|
|||
Other long-term liabilities
|
|
1,284,911
|
|
|
1,320,505
|
|
|
1,159,975
|
|
|||
Non-current deferred income taxes, net
|
|
236,769
|
|
|
233,057
|
|
|
374,276
|
|
|||
Long-term debt
|
|
2,232,864
|
|
|
2,230,607
|
|
|
2,229,855
|
|
|||
Commitments and contingencies (See Note K)
|
|
|
|
|
|
|
||||||
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 1,233,145,248; 1,256,018,044 and 1,264,605,010 respectively
|
|
1,233,145
|
|
|
1,256,018
|
|
|
1,264,605
|
|
|||
Additional paid-in capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accumulated other comprehensive (loss)
|
|
(591,847
|
)
|
|
(441,859
|
)
|
|
(602,919
|
)
|
|||
Retained earnings
|
|
4,615,575
|
|
|
4,334,150
|
|
|
3,983,922
|
|
|||
Total shareholders’ equity
|
|
5,256,873
|
|
|
5,148,309
|
|
|
4,645,608
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
15,025,242
|
|
|
$
|
14,058,015
|
|
|
$
|
13,877,695
|
|
|
|
Thirty-Nine Weeks Ended
|
||||||
|
|
November 3,
2018 |
|
October 28,
2017 |
||||
Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
2,218,260
|
|
|
$
|
1,730,672
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
601,227
|
|
|
532,424
|
|
||
Loss on property disposals and impairment charges
|
|
14,574
|
|
|
2,209
|
|
||
Pension settlement charge
|
|
36,122
|
|
|
—
|
|
||
Deferred income tax (benefit) provision
|
|
(15,630
|
)
|
|
35,802
|
|
||
Share-based compensation
|
|
77,353
|
|
|
77,152
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
(Increase) in accounts receivable
|
|
(97,891
|
)
|
|
(84,403
|
)
|
||
(Increase) in merchandise inventories
|
|
(1,442,577
|
)
|
|
(1,042,664
|
)
|
||
(Increase) in income taxes recoverable
|
|
(69,372
|
)
|
|
(3,902
|
)
|
||
Decrease (increase) in prepaid expenses and other current assets
|
|
194,160
|
|
|
(50,357
|
)
|
||
Increase in accounts payable
|
|
902,502
|
|
|
733,340
|
|
||
Increase in accrued expenses and other liabilities
|
|
97,696
|
|
|
83,082
|
|
||
(Decrease) in income taxes payable
|
|
(33,292
|
)
|
|
(86,842
|
)
|
||
Other
|
|
(5,375
|
)
|
|
2,910
|
|
||
Net cash provided by operating activities
|
|
2,477,757
|
|
|
1,929,423
|
|
||
Investing Activities
|
|
|
|
|
||||
Property additions
|
|
(872,963
|
)
|
|
(827,529
|
)
|
||
Purchase of investments
|
|
(157,198
|
)
|
|
(630,079
|
)
|
||
Sales and maturities of investments
|
|
634,288
|
|
|
658,225
|
|
||
Other
|
|
26,653
|
|
|
—
|
|
||
Net cash (used in) investing activities
|
|
(369,220
|
)
|
|
(799,383
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Cash payments for repurchase of common stock
|
|
(1,591,392
|
)
|
|
(1,238,982
|
)
|
||
Proceeds from issuance of common stock
|
|
239,608
|
|
|
89,198
|
|
||
Cash dividends paid
|
|
(682,322
|
)
|
|
(566,949
|
)
|
||
Cash payments of employee tax withholdings for performance based stock awards
|
|
(16,014
|
)
|
|
(16,823
|
)
|
||
Other
|
|
(5,409
|
)
|
|
(2,312
|
)
|
||
Net cash (used in) financing activities
|
|
(2,055,529
|
)
|
|
(1,735,868
|
)
|
||
Effect of exchange rate changes on cash
|
|
(99,718
|
)
|
|
40,223
|
|
||
Net decrease in cash and cash equivalents
|
|
(46,710
|
)
|
|
(565,605
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
2,758,477
|
|
|
2,929,849
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
2,711,767
|
|
|
$
|
2,364,244
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Par Value
$1
|
|
Additional Paid-In
Capital
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||
Balance, February 3, 2018
|
|
1,256,018
|
|
|
$
|
1,256,018
|
|
|
$
|
—
|
|
|
$
|
(441,859
|
)
|
|
$
|
4,334,150
|
|
|
$
|
5,148,309
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,218,260
|
|
|
2,218,260
|
|
|||||
Cumulative effect of accounting change (See Note A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,712
|
|
|
58,712
|
|
|||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,988
|
)
|
|
—
|
|
|
(149,988
|
)
|
|||||
Cash dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(727,975
|
)
|
|
(727,975
|
)
|
|||||
Recognition of share-based compensation
|
|
—
|
|
|
—
|
|
|
77,353
|
|
|
—
|
|
|
—
|
|
|
77,353
|
|
|||||
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings
|
|
11,030
|
|
|
11,030
|
|
|
218,079
|
|
|
—
|
|
|
(5,515
|
)
|
|
223,594
|
|
|||||
Common stock repurchased and retired
|
|
(33,903
|
)
|
|
(33,903
|
)
|
|
(295,432
|
)
|
|
—
|
|
|
(1,262,057
|
)
|
|
(1,591,392
|
)
|
|||||
Balance, November 3, 2018
|
|
1,233,145
|
|
|
$
|
1,233,145
|
|
|
$
|
—
|
|
|
$
|
(591,847
|
)
|
|
$
|
4,615,575
|
|
|
$
|
5,256,873
|
|
In thousands
|
|
November 3,
2018 |
||
Balance, February 3, 2018
|
|
$
|
406,506
|
|
Deferred revenue
|
|
1,096,333
|
|
|
Effect of exchange rates changes on deferred revenue
|
|
(6,561
|
)
|
|
Revenue recognized
|
|
(1,138,507
|
)
|
|
Balance, November 3, 2018
|
|
$
|
357,771
|
|
In thousands
|
|
Marmaxx
|
|
Winners
|
|
Sierra Trading
Post
|
|
T.K. Maxx in
Australia
|
|
Total
|
||||||||||
Balance, January 28, 2017
|
|
$
|
70,027
|
|
|
$
|
1,686
|
|
|
$
|
97,254
|
|
|
$
|
26,904
|
|
|
$
|
195,871
|
|
Impairment
|
|
—
|
|
|
—
|
|
|
(97,254
|
)
|
|
—
|
|
|
(97,254
|
)
|
|||||
Effect of exchange rate changes on goodwill
|
|
—
|
|
|
98
|
|
|
—
|
|
|
1,354
|
|
|
1,452
|
|
|||||
Balance, February 3, 2018
|
|
70,027
|
|
|
1,784
|
|
|
—
|
|
|
28,258
|
|
|
100,069
|
|
|||||
Effect of exchange rate changes on goodwill
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(2,628
|
)
|
|
(2,721
|
)
|
|||||
Balance, November 3, 2018
|
|
$
|
70,027
|
|
|
$
|
1,691
|
|
|
$
|
—
|
|
|
$
|
25,630
|
|
|
$
|
97,348
|
|
In thousands
|
|
November 3,
2018 |
|
February 3,
2018 |
|
October 28,
2017 |
||||||
Land and buildings
|
|
$
|
1,423,528
|
|
|
$
|
1,355,777
|
|
|
$
|
1,294,992
|
|
Leasehold costs and improvements
|
|
3,318,857
|
|
|
3,254,830
|
|
|
3,145,922
|
|
|||
Furniture, fixtures and equipment
|
|
5,728,827
|
|
|
5,357,701
|
|
|
5,172,488
|
|
|||
Total property at cost
|
|
$
|
10,471,212
|
|
|
$
|
9,968,308
|
|
|
$
|
9,613,402
|
|
Less accumulated depreciation and amortization
|
|
5,305,337
|
|
|
4,962,255
|
|
|
4,755,118
|
|
|||
Net property at cost
|
|
$
|
5,165,875
|
|
|
$
|
5,006,053
|
|
|
$
|
4,858,284
|
|
In thousands
|
|
Foreign
Currency
Translation
|
|
Deferred
Benefit
Costs
|
|
Cash
Flow
Hedge
on Debt
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance, January 28, 2017
|
|
$
|
(491,803
|
)
|
|
$
|
(199,481
|
)
|
|
$
|
(2,942
|
)
|
|
$
|
(694,226
|
)
|
Additions to other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of taxes of $16,212)
|
|
79,393
|
|
|
—
|
|
|
—
|
|
|
79,393
|
|
||||
Reclassifications from other comprehensive income to net income:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of loss on cash flow hedge (net of taxes of $337)
|
|
—
|
|
|
—
|
|
|
513
|
|
|
513
|
|
||||
Amortization of prior service cost and deferred gains/losses (net of taxes of $7,500)
|
|
—
|
|
|
11,401
|
|
|
—
|
|
|
11,401
|
|
||||
Balance, October 28, 2017
|
|
$
|
(412,410
|
)
|
|
$
|
(188,080
|
)
|
|
$
|
(2,429
|
)
|
|
$
|
(602,919
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, February 3, 2018
|
|
$
|
(280,051
|
)
|
|
$
|
(159,562
|
)
|
|
$
|
(2,246
|
)
|
|
$
|
(441,859
|
)
|
Additions to other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of taxes of $13,582)
|
|
(200,319
|
)
|
|
—
|
|
|
—
|
|
|
(200,319
|
)
|
||||
Net investment hedges (net of taxes of $7,113)
|
|
19,539
|
|
|
—
|
|
|
—
|
|
|
19,539
|
|
||||
Recognition of net gains/losses on benefit obligations,(net of taxes of $1,867)
|
|
—
|
|
|
(5,128
|
)
|
|
—
|
|
|
(5,128
|
)
|
||||
Reclassifications from other comprehensive income to net income:
|
|
|
|
|
|
|
|
|
||||||||
Pension settlement charge (net of taxes of $9,641)
|
|
—
|
|
|
26,481
|
|
|
—
|
|
|
26,481
|
|
||||
Amortization of prior service cost and deferred gains (net of taxes of $3,210)
|
|
—
|
|
|
8,817
|
|
|
—
|
|
|
8,817
|
|
||||
Amortization of loss on cash flow hedge (net of taxes of $228)
|
|
—
|
|
|
—
|
|
|
622
|
|
|
622
|
|
||||
Balance, November 3, 2018
|
|
$
|
(460,831
|
)
|
|
$
|
(129,392
|
)
|
|
$
|
(1,624
|
)
|
|
$
|
(591,847
|
)
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In thousands, except per share data
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Basic earnings per share
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
762,253
|
|
|
$
|
641,436
|
|
|
$
|
2,218,260
|
|
|
$
|
1,730,672
|
|
Weighted average common shares outstanding for basic EPS
|
1,236,842
|
|
|
1,268,044
|
|
|
1,245,639
|
|
|
1,278,383
|
|
||||
Basic earnings per share
|
$
|
0.62
|
|
|
$
|
0.51
|
|
|
$
|
1.78
|
|
|
$
|
1.35
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
762,253
|
|
|
$
|
641,436
|
|
|
$
|
2,218,260
|
|
|
$
|
1,730,672
|
|
Shares for basic and diluted earnings per share calculations:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for basic EPS
|
1,236,842
|
|
|
1,268,044
|
|
|
1,245,639
|
|
|
1,278,383
|
|
||||
Assumed exercise/vesting of:
|
|
|
|
|
|
|
|
||||||||
Stock options and awards
|
20,720
|
|
|
17,718
|
|
|
18,461
|
|
|
18,961
|
|
||||
Weighted average common shares outstanding for diluted EPS
|
1,257,562
|
|
|
1,285,762
|
|
|
1,264,100
|
|
|
1,297,344
|
|
||||
Diluted earnings per share
|
$
|
0.61
|
|
|
$
|
0.50
|
|
|
$
|
1.75
|
|
|
$
|
1.33
|
|
Cash dividends declared per share
|
$
|
0.195
|
|
|
$
|
0.156
|
|
|
$
|
0.585
|
|
|
$
|
0.469
|
|
|
|
|
|
Amount of Gain (Loss) Recognized
in Income by Derivative
|
|
Amount of Gain (Loss) Recognized
in Income by Derivative
|
||||||||||||
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In thousands
|
|
Location of Gain (Loss)
Recognized in Income by
Derivative
|
|
November 3, 2018
|
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Intercompany balances, primarily debt and related interest
|
|
Selling, general and administrative expenses
|
|
$
|
672
|
|
|
$
|
(1,454
|
)
|
|
$
|
(3,538
|
)
|
|
$
|
(3,820
|
)
|
Economic hedges for which hedge accounting was not elected:
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
Selling, general and administrative expenses
|
|
—
|
|
|
—
|
|
|
18,823
|
|
|
—
|
|
||||
Diesel fuel contracts
|
|
Cost of sales, including buying and occupancy costs
|
|
1,572
|
|
|
4,947
|
|
|
7,530
|
|
|
3,630
|
|
||||
Intercompany billings in Europe,
primarily merchandise related
|
|
Cost of sales, including buying and occupancy costs
|
|
1,718
|
|
|
328
|
|
|
1,024
|
|
|
(3,116
|
)
|
||||
Merchandise purchase commitments
|
|
Cost of sales, including buying and occupancy costs
|
|
8,463
|
|
|
13,336
|
|
|
61,091
|
|
|
(20,829
|
)
|
||||
Gain / (loss) recognized in income
|
|
|
|
$
|
12,425
|
|
|
$
|
17,157
|
|
|
$
|
84,930
|
|
|
$
|
(24,135
|
)
|
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
|
In thousands
|
|
November 3,
2018 |
|
February 3,
2018 |
|
October 28,
2017 |
||||||
Level 1
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Executive Savings Plan investments
|
|
$
|
245,856
|
|
|
$
|
249,045
|
|
|
$
|
231,618
|
|
Level 2
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
$
|
—
|
|
|
$
|
506,165
|
|
|
$
|
511,618
|
|
Foreign currency exchange contracts
|
|
21,106
|
|
|
4,363
|
|
|
11,884
|
|
|||
Diesel fuel contracts
|
|
4,965
|
|
|
7,854
|
|
|
5,226
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
|
$
|
9,879
|
|
|
$
|
20,557
|
|
|
$
|
11,280
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In thousands
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
In the United States:
|
|
|
|
|
|
|
|
|
||||||||
Marmaxx
|
|
$
|
5,973,476
|
|
|
$
|
5,298,479
|
|
|
$
|
17,202,115
|
|
|
$
|
15,550,253
|
|
HomeGoods
|
|
1,463,892
|
|
|
1,228,768
|
|
|
4,060,569
|
|
|
3,506,435
|
|
||||
TJX Canada
|
|
1,036,884
|
|
|
983,236
|
|
|
2,828,456
|
|
|
2,554,033
|
|
||||
TJX International
|
|
1,351,507
|
|
|
1,251,737
|
|
|
3,754,454
|
|
|
3,293,223
|
|
||||
|
|
$
|
9,825,759
|
|
|
$
|
8,762,220
|
|
|
$
|
27,845,594
|
|
|
$
|
24,903,944
|
|
Segment profit:
|
|
|
|
|
|
|
|
|
||||||||
In the United States:
|
|
|
|
|
|
|
|
|
||||||||
Marmaxx
|
|
$
|
762,911
|
|
|
$
|
666,092
|
|
|
$
|
2,343,682
|
|
|
$
|
2,100,138
|
|
HomeGoods
|
|
166,090
|
|
|
163,835
|
|
|
455,540
|
|
|
457,272
|
|
||||
TJX Canada
|
|
182,170
|
|
|
206,472
|
|
|
446,089
|
|
|
392,581
|
|
||||
TJX International
|
|
102,432
|
|
|
87,066
|
|
|
191,949
|
|
|
132,893
|
|
||||
|
|
1,213,603
|
|
|
1,123,465
|
|
|
3,437,260
|
|
|
3,082,884
|
|
||||
General corporate expense
|
|
127,775
|
|
|
95,484
|
|
|
396,140
|
|
|
311,177
|
|
||||
Pension settlement charge
|
|
36,122
|
|
|
—
|
|
|
36,122
|
|
|
—
|
|
||||
Interest expense, net
|
|
3,188
|
|
|
7,981
|
|
|
10,365
|
|
|
27,499
|
|
||||
Income before provision for income taxes
|
|
$
|
1,046,518
|
|
|
$
|
1,020,000
|
|
|
$
|
2,994,633
|
|
|
$
|
2,744,208
|
|
|
|
Funded Plan
|
|
Unfunded Plan
|
||||||||||||
|
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||
In thousands
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Service cost
|
|
$
|
10,781
|
|
|
$
|
11,655
|
|
|
$
|
572
|
|
|
$
|
403
|
|
Interest cost
|
|
12,837
|
|
|
13,866
|
|
|
994
|
|
|
820
|
|
||||
Expected return on plan assets
|
|
(17,468
|
)
|
|
(17,309
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial losses
|
|
3,241
|
|
|
5,428
|
|
|
914
|
|
|
641
|
|
||||
Expense related to current period
|
|
$
|
9,391
|
|
|
$
|
13,640
|
|
|
$
|
2,480
|
|
|
$
|
1,864
|
|
Pension settlement charge
|
|
36,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total expense
|
|
$
|
45,513
|
|
|
$
|
13,640
|
|
|
$
|
2,480
|
|
|
$
|
1,864
|
|
|
|
Funded Plan
|
|
Unfunded Plan
|
||||||||||||
|
|
Thirty-Nine Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In thousands
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Service cost
|
|
$
|
34,007
|
|
|
$
|
35,264
|
|
|
$
|
1,794
|
|
|
$
|
1,578
|
|
Interest cost
|
|
40,767
|
|
|
41,384
|
|
|
2,700
|
|
|
2,506
|
|
||||
Expected return on plan assets
|
|
(59,392
|
)
|
|
(52,073
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial losses
|
|
9,469
|
|
|
16,582
|
|
|
2,556
|
|
|
2,305
|
|
||||
Expense related to current period
|
|
$
|
24,851
|
|
|
$
|
41,157
|
|
|
$
|
7,050
|
|
|
$
|
6,389
|
|
Pension settlement charge
|
|
36,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total expense
|
|
$
|
60,973
|
|
|
$
|
41,157
|
|
|
$
|
7,050
|
|
|
$
|
6,389
|
|
In thousands
|
|
November 3,
2018 |
|
February 3,
2018 |
|
October 28,
2017 |
||||||
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 $200 at November 3, 2018, $234 at February 3, 2018 and $245 at October 28, 2017)
|
|
$
|
499,800
|
|
|
$
|
499,766
|
|
|
$
|
499,755
|
|
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $194 at November 3, 2018, $250 at February 3, 2018 and $269 at October 28, 2017)
|
|
749,806
|
|
|
749,750
|
|
|
749,732
|
|
|||
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $5,844 at November 3, 2018, $6,403 at February 3, 2018 and $6,590 at October 28, 2017)
|
|
994,156
|
|
|
993,597
|
|
|
993,410
|
|
|||
Debt issuance cost
|
|
(10,898
|
)
|
|
(12,506
|
)
|
|
(13,042
|
)
|
|||
Long-term debt
|
|
$
|
2,232,864
|
|
|
$
|
2,230,607
|
|
|
$
|
2,229,855
|
|
•
|
Net sales increased
12%
to
$9.8 billion
for the
third
quarter of
fiscal 2019
over last year’s
third
quarter sales of
$8.8 billion
. At
November 3, 2018
, stores in operation increased
6%
and selling square footage increased
4%
compared to the end of the fiscal
2018
third
quarter.
|
•
|
Consolidated comp sales (defined below) increased
7%
for the
third
quarter of
fiscal 2019
over the comparable period last year ending November 4, 2017. Customer traffic was the primary driver of the comp sales increase.
|
•
|
Diluted earnings per share for the
third
quarter of
fiscal 2019
were
$0.61
versus
$0.50
per share in the
third
quarter of fiscal
2018
.
|
•
|
Our pre-tax margin (the ratio of pre-tax income to net sales) for the
third
quarter of fiscal
2019
was
10.7%
, a
0.9
percentage point decrease compared with
11.6%
in the
third
quarter of fiscal
2018
.
|
•
|
Our cost of sales, including buying and occupancy costs, ratio for the
third
quarter of fiscal
2019
was
71.1%
, a
0.9
percentage point increase compared with
70.2%
in the
third
quarter of fiscal
2018
.
|
•
|
Our selling, general and administrative (“SG&A”) expense ratio for the
third
quarter of fiscal
2019
was
17.9%
, a
0.2
percentage point decrease compared with
18.1%
in the
third
quarter of 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 9% on a reported basis and 10% on a constant currency basis at the end of the
third
quarter of fiscal
2019
as compared to a 2% decline in average per store inventories on a reported basis and a 4% decline on a constant currency basis in the
third
quarter of fiscal
2018
.
|
•
|
During the
third
quarter, we returned $841 million to our shareholders through share repurchases and dividends.
|
•
|
New stores, meaning stores that have not yet met the comp sales criteria, which represents the vast majority of non-comp sales
|
•
|
Stores that are closed permanently or for an extended period of time
|
•
|
Our e-commerce businesses, meaning STP (including stores), tjmaxx.com and tkmaxx.com
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||
|
|
November 3, 2018
|
|
October 28, 2017
|
|
November 3, 2018
|
|
October 28, 2017
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales, including buying and occupancy costs
|
|
71.1
|
|
|
70.2
|
|
|
71.1
|
|
|
70.9
|
|
Selling, general and administrative expenses
|
|
17.9
|
|
|
18.1
|
|
|
18.0
|
|
|
18.0
|
|
Pension settlement charge
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Interest expense, net
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Income before provision for income taxes*
|
|
10.7
|
%
|
|
11.6
|
%
|
|
10.8
|
%
|
|
11.0
|
%
|
*
|
Figures may not foot due to rounding
|
•
|
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.
|
•
|
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.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In thousands
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Interest expense
|
|
$
|
17,248
|
|
|
$
|
17,349
|
|
|
$
|
51,896
|
|
|
$
|
51,881
|
|
Capitalized interest
|
|
(752
|
)
|
|
(1,066
|
)
|
|
(3,728
|
)
|
|
(3,528
|
)
|
||||
Interest (income)
|
|
(13,308
|
)
|
|
(8,302
|
)
|
|
(37,803
|
)
|
|
(20,854
|
)
|
||||
Interest expense, net
|
|
$
|
3,188
|
|
|
$
|
7,981
|
|
|
$
|
10,365
|
|
|
$
|
27,499
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In millions
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Net sales
|
|
$
|
5,973
|
|
|
$
|
5,298
|
|
|
$
|
17,202
|
|
|
$
|
15,550
|
|
Segment profit
|
|
$
|
763
|
|
|
$
|
666
|
|
|
$
|
2,344
|
|
|
$
|
2,100
|
|
Segment profit as a percentage of net sales
|
|
12.8
|
%
|
|
12.6
|
%
|
|
13.6
|
%
|
|
13.5
|
%
|
||||
Increase in comp sales
|
|
9
|
%
|
|
(1
|
)%
|
|
7
|
%
|
|
—
|
%
|
||||
Stores in operation at end of period
|
|
|
|
|
|
|
|
|
||||||||
T.J. Maxx
|
|
|
|
|
|
1,247
|
|
|
1,219
|
|
||||||
Marshalls
|
|
|
|
|
|
1,091
|
|
|
1,057
|
|
||||||
Sierra Trading Post
|
|
|
|
|
|
35
|
|
|
26
|
|
||||||
Total
|
|
|
|
|
|
2,373
|
|
|
2,302
|
|
||||||
Selling square footage at end of period (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
T.J. Maxx
|
|
|
|
|
|
27,396
|
|
|
27,034
|
|
||||||
Marshalls
|
|
|
|
|
|
25,291
|
|
|
24,827
|
|
||||||
Sierra Trading Post
|
|
|
|
|
|
598
|
|
|
451
|
|
||||||
Total
|
|
|
|
|
|
53,285
|
|
|
52,312
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|||||||||||||
In millions
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
|||||||||
Net sales
|
|
$
|
1,464
|
|
|
$
|
1,229
|
|
|
$
|
4,061
|
|
|
$
|
3,506
|
|
|
Segment profit
|
|
$
|
166
|
|
|
$
|
164
|
|
|
$
|
456
|
|
|
$
|
457
|
|
|
Segment profit as a percentage of net sales
|
|
11.3
|
%
|
|
13.3
|
%
|
|
11.2
|
%
|
|
13.0
|
%
|
|||||
Increase in comp sales
|
|
7
|
%
|
|
3
|
%
|
|
4
|
%
|
|
4
|
%
|
|||||
Stores in operation at end of period
|
|
|
|
|
|
|
|
|
|||||||||
HomeGoods
|
|
|
|
|
|
745
|
|
|
660
|
|
|||||||
Homesense
|
|
|
|
|
|
16
|
|
—
|
|
3
|
|
||||||
Total
|
|
|
|
|
|
761
|
|
|
663
|
|
|||||||
Selling square footage at end of period (in thousands)
|
|
|
|
|
|
|
|
|
|||||||||
HomeGoods
|
|
|
|
|
|
13,702
|
|
|
12,332
|
|
|||||||
Homesense
|
|
|
|
|
|
343
|
|
|
62
|
|
|||||||
Total
|
|
|
|
|
|
14,045
|
|
|
12,394
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In millions
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Net sales
|
|
$
|
1,037
|
|
|
$
|
983
|
|
|
$
|
2,828
|
|
|
$
|
2,554
|
|
Segment profit
|
|
$
|
182
|
|
|
$
|
206
|
|
|
$
|
446
|
|
|
$
|
393
|
|
Segment profit as a percentage of net sales
|
|
17.6
|
%
|
|
21.0
|
%
|
|
15.8
|
%
|
|
15.4
|
%
|
||||
Increase in comp sales
|
|
5
|
%
|
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
||||
Stores in operation at end of period
|
|
|
|
|
|
|
|
|
||||||||
Winners
|
|
|
|
|
|
271
|
|
|
265
|
|
||||||
HomeSense
|
|
|
|
|
|
125
|
|
|
117
|
|
||||||
Marshalls
|
|
|
|
|
|
88
|
|
|
72
|
|
||||||
Total
|
|
|
|
|
|
484
|
|
|
454
|
|
||||||
Selling square footage at end of period (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Winners
|
|
|
|
|
|
5,863
|
|
|
5,795
|
|
||||||
HomeSense
|
|
|
|
|
|
2,325
|
|
|
2,179
|
|
||||||
Marshalls
|
|
|
|
|
|
1,885
|
|
|
1,599
|
|
||||||
Total
|
|
|
|
|
|
10,073
|
|
|
9,573
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In millions
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
Net sales
|
|
$
|
1,352
|
|
|
$
|
1,252
|
|
|
$
|
3,754
|
|
|
$
|
3,293
|
|
Segment profit
|
|
$
|
102
|
|
|
$
|
87
|
|
|
$
|
192
|
|
|
$
|
133
|
|
Segment profit as a percentage of net sales
|
|
7.6
|
%
|
|
7.0
|
%
|
|
5.1
|
%
|
|
4.0
|
%
|
||||
Increase in comp sales
|
|
3
|
%
|
|
1
|
%
|
|
3
|
%
|
|
1
|
%
|
||||
Stores in operation at end of period
|
|
|
|
|
|
|
|
|
||||||||
T.K. Maxx
|
|
|
|
|
|
566
|
|
|
540
|
|
||||||
Homesense
|
|
|
|
|
|
68
|
|
|
55
|
|
||||||
T.K. Maxx Australia
|
|
|
|
|
|
44
|
|
|
38
|
|
||||||
Total
|
|
|
|
|
|
678
|
|
|
633
|
|
||||||
Selling square footage at end of period (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
T.K. Maxx
|
|
|
|
|
|
11,675
|
|
|
11,379
|
|
||||||
Homesense
|
|
|
|
|
|
1,037
|
|
|
883
|
|
||||||
T.K. Maxx Australia
|
|
|
|
|
|
914
|
|
|
714
|
|
||||||
Total
|
|
|
|
|
|
13,626
|
|
|
12,976
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
In millions
|
|
November 3,
2018 |
|
October 28,
2017 |
|
November 3,
2018 |
|
October 28,
2017 |
||||||||
General corporate expense
|
|
$
|
128
|
|
|
$
|
95
|
|
|
$
|
396
|
|
|
$
|
311
|
|
|
|
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)
|
||||||
August 5, 2018 through September 1, 2018
|
|
5,911,984
|
|
|
$
|
50.74
|
|
|
5,911,984
|
|
|
$
|
2,835,784,975
|
|
September 2, 2018 through October 6, 2018
|
|
1,982,868
|
|
|
$
|
55.48
|
|
|
1,982,868
|
|
|
$
|
2,725,785,078
|
|
October 7, 2018 through November 3, 2018
|
|
3,476,242
|
|
|
$
|
54.66
|
|
|
3,476,242
|
|
|
$
|
2,535,789,638
|
|
Total:
|
|
11,371,094
|
|
|
|
|
11,371,094
|
|
|
|
(1)
|
Consists of shares repurchased under publicly announced stock repurchase programs.
|
(2)
|
Includes commissions for the shares repurchased under stock repurchase programs.
|
(3)
|
In February 2018, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of TJX common stock from time to time, under which
$2.5 billion
remained available as of
November 3, 2018
.
|
3.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following materials from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 3, 2018, 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 Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
THE TJX COMPANIES, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: December 4, 2018
|
|
|
|
|
|
|
|
|
/s/ Scott Goldenberg
|
|
|
|
|
Scott Goldenberg, Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1
|
The Stock over which Options may be granted under the Sub-Plan form part of the ordinary share capital (as defined in section 989 Income Taxes Act 2007 (“ITA 2007”) of TJX and will at all times comply with the requirements of paragraphs 16-18 (inclusive) and 20 of Schedule 4.
|
2
|
The companies participating in the Sub-Plan are TJX and all companies controlled by TJX within the meaning of section 719 of ITEPA 2003 and which have been nominated by TJX to participate for the time being in the Sub-Plan.
|
3
|
The Stock is quoted on a recognized stock exchange as defined in section 1005 ITA 2007.
|
4
|
The Stock to be acquired on exercise of the Options will:
|
(a)
|
be fully paid up;
|
(b)
|
not be redeemable.
|
5
|
If the Stock to be acquired on exercise of the Options is subject to any restrictions, the details of the restrictions shall be stated in the option certificate at the date of grant of the Option. For the purposes of this Sub-Plan, the term restrictions includes restrictions which are deemed to attach to the shares under any contract, agreement, arrangement or condition as referred to in paragraph 36(3) of Schedule 4.
|
6
|
No Option will be granted to an employee or director under the Sub-Plan, or where an Option has previously been granted no Option shall be exercised by the Optionee if at that time he has, or at any time within the preceding 12 months has had, a material interest for the purposes of Schedule 4 in either TJX being a close company (as defined in section 989 ITA 2007) or in a company being a close company which has control (as defined in section 719 of ITEPA 2003) of TJX, or in a company being a close company and a member of a consortium (as defined in
|
7
|
For the purposes of this Sub-Plan “Fair Market Value” shall be as defined in Section 14(r) of the Plan except that (i) in the event that the Stock is not traded on the New York Stock Exchange, the Fair Market Value shall be subject to agreement with HM Revenue & Customs and (ii) in respect of Options granted on or after 17 July 2013, the Fair Market Value of a share of Stock subject to a restriction shall be determined as if it were not subject to the restriction.
|
8
|
(a) At the discretion of the Committee, an alteration or amendment to a Key Feature of the Sub-Plan shall either (i) take effect only from the day on which HM Revenue & Customs receive the notification and declaration required by paragraph 28B of Schedule 4, or (ii) take effect immediately.
|
(b)
|
For the purposes of the Sub-Plan (notwithstanding anything contained in Section 3(b) of the Plan) no adjustment pursuant to any of the provisions of the Plan shall be made to any Option which has been granted under the Sub-Plan unless such adjustment would be permitted under paragraph 22 of Schedule 4.
|
(c)
|
Terms and conditions imposed on Options shall be stated at the date of grant of the Option and the powers of the Committee to impose terms and conditions as set out in Section 2 of the Plan shall be construed accordingly. Terms and conditions in connection with performance may be amended or waived if an event(s) occurs which causes the Committee to consider that such terms and conditions cease to be appropriate. Any amendment to the terms and conditions may be made by the Committee acting fairly and reasonably and provided that the amended terms and conditions are objective and are no more difficult to achieve.
|
(d)
|
For the purposes of the Sub-Plan, Section 13(e) of the Plan which refers to participant deferrals of awards shall not form part of and shall therefore be disregarded for the purposes of the Sub-Plan.
|
9
|
For the avoidance of doubt it is stated that TJX is and will be the grantor; and TJX is and will be the scheme organiser as defined in paragraph 2 (2) of Schedule 4.
|
10
|
(a) No Option shall be granted to an employee or director under this Sub-Plan if the grant of that Option would cause the aggregate market value of Stock (determined at the time prescribed by paragraph 6 of Schedule 4 and calculated in accordance with the provisions of Schedule 4) which he can acquire under this Sub-Plan and any other scheme approved under Schedule 4 and established by the grantor or by any associated company (as defined in paragraph 35 of Schedule 4) of the grantor (and not exercised) to exceed the limits prescribed by paragraph 6 of Schedule 4. For the purposes of this Sub-Plan the United Kingdom Sterling equivalent of the market value of a share of Stock on any day shall be determined by taking the highest buying of the spread for that day as shown in the Financial Times.
|
(b)
|
To the extent that any purported grant of an Option exceeds the limit prescribed in this Rule 10 it shall be deemed to comprise such number of shares of Stock as may be equal to, but not exceed, such limit.
|
11
|
An Option will only be granted under the Sub-Plan to an employee (other than a director) of the Company or a company participating in the Sub-Plan whose hours of work are at least 20
|
12
|
Upon exercise of an Option, TJX shall, as promptly as practicable but not later than 30 days thereafter mail or deliver to the Optionee a stock certificate or certificates representing the Stock then purchased subject to any delay necessary to complete (a) the listing of such Stock on any stock exchange upon which Stock of the same class is then listed, (b) such registration or other qualification of such Stock under any state or federal law, rule or regulation as TJX may determine to be necessary or advisable, and (c) the making of provision for the payment or withholding of any taxes required to be withheld pursuant to any applicable law, in respect of the exercise of such Option. Such Stock shall be identical and shall carry the same rights and restrictions which attach to all shares of Common Stock then in issue and the last sentence in Section 6(e) of the Plan shall not form part of and shall therefore be disregarded for the purposes of the Sub-Plan.
|
13
|
The price of shares of Stock shall be paid for in cash or by cheque or by funds provided on loan by a broker or bank or other person as the case may be and Section 6(c) of the Plan shall for the purposes of the Sub-Plan be construed accordingly. For the avoidance of doubt the price of shares of Stock shall not be paid for on the exercise of an Option granted under this Sub-Plan by shares or other securities under the Plan.
|
14
|
Section 12 of the Plan is, to the extent applicable, included for the purposes of this Sub-Plan under paragraph 25A(1) and 25A(7) (as applicable) of Schedule 4.
|
15
|
For the avoidance of doubt no Option granted under this Sub-Plan shall be exercisable later than 10 years after the date of grant and for the purposes of the Sub-Plan Section 5(a) and Section 5(b) of the Plan shall be construed accordingly.
|
16
|
The following provisions of the Plan shall not form part of and shall therefore be disregarded for the purposes of the Sub-Plan:
|
(a)
|
save as provided in Section 12 of the Plan the facility to accelerate exercise of the Option wherever it appears in the Plan.
|
(b)
|
the transfer of Options by will or laws of descent and distribution or gratuitous transfers of Options during the Optionee’s lifetime as permitted by the Committee, but personal representatives of the deceased may exercise Options within 12 months of the date of death of the Optionee. Sections 6(b) and 6(d) shall be construed accordingly.
|
(c)
|
Sections 3(c), 6(f), 6(g), 7 and 8 inclusive. For the avoidance of doubt this Sub-Plan shall only apply to stock options.
|
17
|
The Committee shall act fairly and reasonably in exercising their discretion wherever it so provides in respect of Options to which this Sub-Plan applies.
|
1.
|
Effective Date; Introduction
. The Plan shall be in effect from and after the Effective Date until it is terminated in accordance with
Section 9
below. The purpose of the Plan is to provide certain benefits upon and following termination of employment to, and to obtain or continue in force for the Employer’s benefit certain binding commitments by, Participants as set forth in more detail below. As to any Participant, and except as hereinafter provided, the Plan:
|
(a)
|
supersedes the provisions of any noncompetition covenant by which the Participant might otherwise be bound that is contained in any agreement, plan or program of the Employer or to which the Employer is a party (any such covenant, an “other noncompetition covenant”);
provided
, that to the extent any other agreement, plan or program of the Employer or to which the Employer is a party refers to an other noncompetition covenant (whether set forth therein or elsewhere), it shall be deemed instead to refer,
mutatis mutandis
, to the noncompetition provisions of
Section 8
hereof;
and further provided
, for the avoidance of doubt, that nothing herein shall be deemed to have superseded any other restrictive covenant (for example, relating to nonsolicitation or confidentiality) in any other agreement, plan or program; and
|
(b)
|
applies to all Covered Benefits (and to the extent any Covered Benefit is provided under, or otherwise governed by, the terms of any other agreement, plan or program, the Plan shall be deemed to have supplemented, amended and as applicable superseded any inconsistent provisions of such other agreement, plan or program).
|
2.
|
Definitions
. Terms used in the Plan that are not otherwise defined shall have the meanings set forth in Appendix A, the provisions of which are incorporated herein by reference.
|
3.
|
Plan Administration
. The Plan is intended to be a “welfare plan” as defined in Section 3(1) of ERISA that is described in Sections 201(2), 301(a)(2) and 401(a)(1) of ERISA, and shall be construed accordingly. The Plan shall be administered by the Administrator. No individual who is a Participant or Eligible Employee shall, or shall have any power or authority hereunder to, exercise any power or make any determination as Administrator that could affect such individual’s rights or interests under the Plan. Subject to the foregoing and further subject to Section 10(d), the Administrator shall have the power and authority to: administer all aspects of the Plan; construe and interpret the provisions of the Plan; determine all questions arising in connection with Plan administration; adopt such rules for Plan administration as it deems necessary or desirable; and delegate such duties as it deems necessary or desirable (and the term Administrator shall be deemed to include such delegate acting within the scope of the delegation). The Administrator shall discharge its duties and exercise its authority in its absolute discretion, on a group or case-by-case basis, and any reference in this Plan to any determination or other action by the Administrator shall mean the Administrator acting in its absolute discretion.
|
4.
|
Effect of Participation Agreement
. By executing a Participation Agreement, a Participant shall be deemed to have agreed to all provisions of the Plan applicable to such Participant (that is, the generally applicable provisions of the Plan as modified by the Participation Agreement).
|
5.
|
General Release
. Except for payment of any accrued and unpaid base salary and subject to such exceptions as the Administrator in its discretion may determine for the payment of other amounts accrued and vested prior to the Date of Termination, any obligation of the Company to provide compensation or benefits under the Plan and (to the extent permitted by law) any vesting of unvested compensation or benefits in connection with or following the Participant’s termination of employment, are expressly conditioned on the Participant’s execution and delivery to the Administrator of an effective release of claims (based on the form the Company generally uses for similarly-situated employees or executives and in such manner as the Administrator may determine, provided that such release shall not contain terms materially inconsistent with the terms of the Plan (including, without limitation and for the avoidance of doubt, the addition or expansion of any restrictive covenants)) as to which all applicable rights of revocation, as determined by the Administrator, shall have expired prior to the sixtieth (60th) calendar day following the Date of Termination (any such timely and irrevocable release, the “Release of Claims”); provided, that in the event of the Participant’s death or incapacity where for unanticipated reasons it is not reasonably practicable for the Participant or his or her representative to give an irrevocable Release of Claims within such period, the Administrator shall consider an extension of the period for delivery of an irrevocable Release of Claims on a basis that in the Administrator’s reasonable determination is consistent with Section 409A and adequately protects the interests of the Company. Any compensation and benefits that are conditioned on the delivery of the Release of Claims under this Section 5 and that otherwise would have been payable prior to such sixtieth (60th) calendar day (determined, for the avoidance of doubt, after taking into account any other required delays in payment, including any six-month delay under Appendix B of the Plan) shall, if the Release of Claims is delivered, instead be paid on such sixtieth (60th) day, notwithstanding any provision of this Plan regarding the time of such payments. The release of claims contemplated by this Section 5 shall be delivered by the Company to a Participant as soon as reasonably practicable after the Date of Termination with respect to such Participant.
|
6.
|
Severance Benefits
. In the event of a Participant’s Qualifying Termination, the Participant (or, in the event of his or her death, his or her legal beneficiary) shall be entitled to the following Severance Benefits, subject in all cases to the terms of the Plan:
|
7.
|
Payment of Covered Benefits
. The Administrator will cause all Severance Benefits to be paid in accordance with the applicable terms of the Plan and all other Covered Benefits in accordance with the terms of the applicable agreement, plan or program, subject in all events to the tax withholding provisions incorporated into the Plan by
Section 10(e)
and, for the avoidance of doubt, in a manner consistent with the payment and timing rules of Section 409A. If a Participant dies before receiving all Covered Benefits to which he or she remained entitled at death, the Employer will pay the remainder of such Covered Benefits (subject, in the case of Covered Benefits that are not Severance Benefits, to the terms of the applicable agreement, plan or program) to the deceased Participant’s estate.
|
8.
|
Restrictive covenants
. Without limiting the generality of
Section 4
, by his or her execution of a Participation Agreement a Participant agrees to be irrevocably bound by the limitations of this Section 8 as well as the other provisions of the Plan during the Employment Period and following a termination of employment from the Company or the Employer for any reason and regardless of whether, in connection with such termination, the Participant is entitled to any Severance Benefits.
|
9.
|
Amendment and Termination
. The Committee reserves the right to amend, suspend or terminate the Plan at any time, for any reason, prospectively or retroactively, in whole or in part, by written instrument executed by a duly authorized officer of the Company;
provided,
that no such action shall materially and adversely impair the rights under the Plan of any Participant, without his or her express written consent. The Administrator further reserves the right to waive any obligation of a Participant under or restriction imposed upon a Participant by the Plan, but no such waiver shall be construed as a waiver of any other provision of the Plan.
|
10.
|
Miscellaneous.
|
(a)
|
No Assignment or Alienation
. Assignment or alienation of any Severance Benefits will not be permitted or recognized except as required by applicable law.
|
(b)
|
No Employment Rights
. The Plan does not confer on any Eligible Employee the right to continued employment for a specific term. No Eligible Employee shall be entitled, by reason of the Plan, to remain employed by the Employer and nothing in the Plan restricts the Employer’s right to terminate any Eligible Employee’s employment at any time.
|
(c)
|
Funding
. Benefits payable under the Plan shall be paid from the general assets of the Employer. No trust fund or other segregated fund shall be required to be established for this purpose.
|
(d)
|
Claims
. Any claim or dispute arising out of or relating to the Plan as applied to a Participant shall (except as otherwise provided in
Section 8(f)
) be settled exclusively by binding arbitration in Boston, Massachusetts in accordance with the JAMS Employment Arbitration Rules & Procedures applicable at the time of commencement of the arbitration by an arbitrator mutually agreed upon by a Participant and the Company or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or a Participant shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by the Participant and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. In reviewing a decision of the Administrator, the parties agree that the arbitrator(s) shall not be required to defer to any determination of the Administrator. Judgment upon any award rendered by such arbitrator(s) shall be entered in any court having jurisdiction thereof upon the application of either party.
|
(e)
|
Taxes
. The Tax Matters attached hereto as Appendix B are hereby incorporated by reference.
|
(f)
|
Applicable Law
. The Plan shall be governed by and construed in accordance with ERISA, except that matters under the Plan not preempted by ERISA shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict-of-laws provisions. Subject to
Section 10(d)
, each Participant agrees to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Participation Agreement; (ii) not commence any suit, action or other proceeding arising out of or based upon the Plan or any Participation Agreement, except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts; and (iii) waive, and not assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts, that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Participation Agreement or the subject matter thereof may not be enforced in or by such court.
|
(g)
|
Plan Year
. The plan year is the calendar year.
|
(a)
|
“Administrator”: The Committee and such other persons, including without limitation committees or subcommittees, as the Committee may designate to administer the Plan, in each case to the extent of the powers and duties delegated to them by the Committee hereunder.
|
(b)
|
“Board”: The board of directors of the Company.
|
(c)
|
“Cause”: As to any Participant, the definition of “Cause” contained in any employment agreement or similar agreement between the Participant and the Employer, as in effect on the Date of Termination.
|
(d)
|
“Change of Control”: As to any Participant, a “change of control” of the Company as defined in the Participant’s employment agreement with the Employer or, in the absence of any such agreement, in the Company’s Stock Incentive Plan or any successor plan.
|
(e)
|
“Committee”: The Executive Compensation Committee of the Board.
|
(f)
|
“Company”: The TJX Companies, Inc.
|
(g)
|
“Covered Benefit”: A benefit (including but not limited to a Severance Benefit, a cash incentive or equity award benefit, or a nonqualified deferred compensation benefit) payable or available to a Participant in whole or in part in connection with or following termination of the Employment Period for any reason, whether provided under the Plan or another agreement, plan or program of the Employer or to which the Employer is a party, or any combination thereof, including without limitation accelerated or continued vesting or the payment or delivery of cash or property, to the extent the receipt or retention of such benefit is, by the terms hereof or of such other agreement, plan or program, conditioned upon compliance by the Participant with any nonsolicitation, noncompetition or confidentiality covenant of a type covered by Section 8 of the Plan (or would be so conditioned but for the supersession provisions of Section 1(a) of the Plan);
provided
, that the term “Covered Benefit” shall not include any benefit to the extent payable by reason of a Change of Control.
|
(h)
|
“Date of Termination”: The date of termination of a Participant’s employment with the Employer.
|
(i)
|
Effective Date: September 27, 2018
|
(j)
|
“Eligible Employee”: Except as otherwise determined by the Administrator, an individual who is employed by the Employer as an executive officer of the Company or other U.S.-based executive at or above the division president job level.
|
(k)
|
“Employment Period”: In the case of any Participant, the period during which the Participant is employed by the Employer.
|
(l)
|
“Employer”: The Company and its Subsidiaries, or any of them, as the context requires.
|
(m)
|
“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
|
(n)
|
“LRPIP”: The Company’s Long Range Performance Incentive Plan, as amended from time to time, including any successor.
|
(o)
|
“MIP”: The Company’s Management Incentive Plan, as amended from time to time, including any successor.
|
(p)
|
“Participant”: An Eligible Employee from and after the date he or she has executed and delivered to the Administrator a Participation Agreement.
|
(q)
|
“Participation Agreement”: The instrument, in a form determined by or acceptable to the Administrator, by which an Eligible Employee becomes a Participant. The Administrator may prescribe different terms for different Participation Agreements, including, without limitation, to the extent the Administrator so determines, different Severance Benefits, different restrictive covenants, and different definitions of Qualifying Termination, and shall determine the manner and time period in which a Participation Agreement is to be executed and delivered. With respect to the parties thereto, each Participation Agreement shall be deemed to have been incorporated into the Plan and shall form a part hereof.
|
(r)
|
“Plan”: The TJX Companies, Inc. Executive Severance Plan as set forth herein, as the same may be amended and in effect from time to time in accordance with the terms hereof. For the avoidance of doubt, as to any Participant, references to the Plan shall be deemed to include the terms of his or her Participation Agreement.
|
(s)
|
“Qualifying Termination”: As to any Participant, the termination of the Participant’s employment occurring prior to a Change of Control by reason of (a) the Participant’s death or Disability, (b) termination by the Employer for any reason other than Cause, (c) termination by the Participant within one hundred twenty (120) days of a requirement by the Employer that the Participant relocate, without his or her prior written consent, more than forty (40) miles from the current corporate headquarters of the Company (but only if (i) the Participant shall have given to the Administrator notice of intent to terminate within sixty (60) days following notice to the Participant of such required relocation and (ii) the Employer shall have failed, within thirty (30) days thereafter, to withdraw its notice requiring the Participant to relocate (for purposes of the foregoing, the one hundred twenty (120) day period shall commence upon the end of the thirty (30)-day cure period, if the Employer fails to cure within such period)), or (d) termination at the end of any term of employment defined under an employment agreement between the Participant and the Employer, unless the Employer in connection therewith shall have offered to the Participant continued service in a position comparable to the position in which the Participant was serving immediately prior to such end date, as reasonably determined by the Administrator. For purposes of the Plan, the term “Disability” shall have the meaning set forth in any employment agreement or similar agreement between the Participant and the Employer, as in effect on the Date of Termination, or, in the absence of any such agreement, shall have the meaning set forth in the Employer’s long term disability plan.
|
(t)
|
“Release of Claims”: The form of general release, as described in Section 5, to be executed by a Participant as a condition to receiving any Severance Benefits under the Plan.
|
(u)
|
“Severance Benefits”: The benefits payable to or in respect of a Participant upon a Qualifying Termination, as specified in
Section 6
of the Plan. A Participant’s right to receive Severance Benefits under the Plan or to retain any Severance Benefits earlier received shall in each case be subject to
Section 8
of the Plan.
|
(v)
|
“Stock Incentive Plan”: The Company’s Stock Incentive Plan, as amended from time to time, including any successor.
|
(w)
|
“Specified Employee”: A “specified employee” as determined under the “Tax Matters” appendix to the Plan.
|
(x)
|
“Subsidiary”: Any corporation in which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock.
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
(A)
|
Outstanding PBRS Awards
. (A) In the case of any Outstanding PBRS Award for which fewer than two years of the applicable LRPIP performance period have been completed as of the Date of Termination, a portion of the Outstanding PBRS Award, equal to the ratio of the number of fiscal years in such LRPIP performance period beginning after the Date of Termination to the total number of fiscal years in such LRPIP performance period, shall be immediately forfeited; (B) all service conditions remaining with respect to all other or remaining portions of the Outstanding PBRS Awards (after giving effect to any forfeitures described in clause (A) above (the ‘Prorated Outstanding PBRS Awards’)) shall be deemed
|
(B)
|
Outstanding PSUs
. Participant shall be eligible for proration with respect to the service condition applicable to the Outstanding PSUs (the ‘Service Condition’) as set forth in the award agreement for the Outstanding PSUs;
provided
, that any right to receive or retain shares subject to the Outstanding PSUs for which the Service Condition has been deemed satisfied shall remain subject to applicable performance conditions, with any such shares delivered in accordance with and subject to the terms set forth in such award agreement.
|
(C)
|
Outstanding RSUs
. Participant shall be eligible for prorated vesting with respect to the Outstanding RSUs as set forth in the award agreement for the Outstanding RSUs;
provided
, that any delivery or retention of vested shares subject to the Outstanding RSUs shall be undertaken in accordance with and subject to the terms set forth in such award agreement.”
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
(A)
|
Outstanding PBRS Awards
. (A) In the case of any Outstanding PBRS Award for which the applicable LRPIP performance period is scheduled to end after the Date of Termination, a portion of the Outstanding PBRS Award, equal to the ratio of the number of fiscal years in such LRPIP performance period ending after the Date of Termination to the total number of fiscal years in such LRPIP performance period, shall be immediately forfeited; (B) all service conditions remaining with respect to all other or remaining portions of the Outstanding PBRS Awards (after giving effect to any forfeitures described in clause (A) above (the ‘Prorated Outstanding PBRS Awards’)) shall be deemed satisfied; and (C) subject to Section 8, each Prorated Outstanding PBRS Award shall vest, if at all, on the date on which the Committee certifies as to the LRPIP performance results for the applicable LRPIP performance period (the ‘Determination Date’) in accordance with the terms of the Prorated Outstanding PBRS Award; provided that, to the extent the Prorated Outstanding PBRS Award does not so vest, the Prorated Outstanding PBRS Award shall be forfeited as of the Determination Date.
|
(B)
|
Outstanding PSUs
. Participant shall be eligible for proration with respect to the service condition applicable to the Outstanding PSUs (the ‘Service Condition’) as set forth in the award agreement for the Outstanding PSUs;
provided
, that any
|
(C)
|
Outstanding RSUs
. Participant shall be eligible for prorated vesting with respect to the Outstanding RSUs as set forth in the award agreement for the Outstanding RSUs;
provided
, that any delivery or retention of vested shares subject to the Outstanding RSUs shall be undertaken in accordance with and subject to the terms set forth in such award agreement.”
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
|
|
|
|
|
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
|
|
|
|
|
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
|
|
|
|
|
|
(a)
|
Delete Section 5(a) of the Employment Agreement;
provided
, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer,
mutatis mutandis
, to the applicable provisions of Section 6 of the Plan; and
|
(b)
|
Delete Section 8(b) of the Employment Agreement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date: December 4, 2018
|
|
|
|
/s/ Ernie Herrman
|
|
|
|
|
Name: Ernie Herrman
Title: Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
Date: December 4, 2018
|
|
|
|
/s/ Scott Goldenberg
|
|
|
|
|
Name: Scott Goldenberg
Title: Chief Financial Officer
|
1
|
the Company’s Form 10-Q for the fiscal quarter ended November 3, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2
|
the information contained in the Company’s Form 10-Q for the fiscal quarter ended November 3, 2018 fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
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/s/ Ernie Herrman
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Name: Ernie Herrman
Title: Chief Executive Officer and President
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1
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the Company’s Form 10-Q for the fiscal quarter ended November 3, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2
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the information contained in the Company’s Form 10-Q for the fiscal quarter ended November 3, 2018 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott Goldenberg
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Name: Scott Goldenberg
Title: Chief Financial Officer
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