☒
|
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)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $1.00 per share
|
TJX
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales
|
|
$
|
9,277,585
|
|
|
$
|
8,688,720
|
|
Cost of sales, including buying and occupancy costs
|
|
6,637,885
|
|
|
6,178,239
|
|
||
Selling, general and administrative expenses
|
|
1,702,401
|
|
|
1,550,775
|
|
||
Interest expense, net
|
|
817
|
|
|
4,148
|
|
||
Income before provision for income taxes
|
|
936,482
|
|
|
955,558
|
|
||
Provision for income taxes
|
|
236,304
|
|
|
239,177
|
|
||
Net income
|
|
$
|
700,178
|
|
|
$
|
716,381
|
|
Basic earnings per share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.58
|
|
|
$
|
0.57
|
|
Weighted average common shares – basic
|
|
1,214,531
|
|
|
1,253,224
|
|
||
Diluted earnings per share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.57
|
|
|
$
|
0.56
|
|
Weighted average common shares – diluted
|
|
1,233,407
|
|
|
1,268,872
|
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net income
|
|
$
|
700,178
|
|
|
$
|
716,381
|
|
Additions to other comprehensive loss:
|
|
|
|
|
||||
Foreign currency translation adjustments, net of related tax benefits of $2,633 in fiscal 2020 and $1,206 in fiscal 2019
|
|
(7,161
|
)
|
|
(122,529
|
)
|
||
Gain on net investment hedges, net of related tax provision of $2,201 in fiscal 2019
|
|
—
|
|
|
6,044
|
|
||
Reclassifications from other comprehensive loss to net income:
|
|
|
|
|
||||
Amortization of prior service cost and deferred gains, net of related tax provisions of $1,453 in fiscal 2020 and $1,328 in fiscal 2019
|
|
3,992
|
|
|
2,608
|
|
||
Amortization of loss on cash flow hedge, net of related tax provisions of $76 in fiscal 2020 and $77 in fiscal 2019
|
|
208
|
|
|
206
|
|
||
Other comprehensive loss, net of tax
|
|
(2,961
|
)
|
|
(113,671
|
)
|
||
Total comprehensive income
|
|
$
|
697,217
|
|
|
$
|
602,710
|
|
|
|
|
|
|
|
|
May 4,
2019 |
|
February 2,
2019 |
|
May 5,
2018 |
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
2,235,056
|
|
|
$
|
3,030,229
|
|
|
$
|
2,681,105
|
|
Short-term investments
|
|
—
|
|
|
—
|
|
|
435,903
|
|
|||
Accounts receivable, net
|
|
393,276
|
|
|
346,298
|
|
|
368,314
|
|
|||
Merchandise inventories
|
|
5,057,202
|
|
|
4,579,033
|
|
|
4,369,893
|
|
|||
Prepaid expenses and other current assets
|
|
381,678
|
|
|
513,662
|
|
|
567,060
|
|
|||
Total current assets
|
|
8,067,212
|
|
|
8,469,222
|
|
|
8,422,275
|
|
|||
Net property at cost
|
|
5,018,598
|
|
|
5,255,208
|
|
|
5,026,092
|
|
|||
Non-current deferred income taxes, net
|
|
5,801
|
|
|
6,467
|
|
|
3,178
|
|
|||
Operating lease right of use assets
|
|
8,810,367
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
|
96,685
|
|
|
97,552
|
|
|
98,614
|
|
|||
Other assets
|
|
490,401
|
|
|
497,580
|
|
|
456,965
|
|
|||
TOTAL ASSETS
|
|
$
|
22,489,064
|
|
|
$
|
14,326,029
|
|
|
$
|
14,007,124
|
|
LIABILITIES
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
2,578,370
|
|
|
$
|
2,644,143
|
|
|
$
|
2,509,089
|
|
Accrued expenses and other current liabilities
|
|
2,468,588
|
|
|
2,733,076
|
|
|
2,220,842
|
|
|||
Current portion of operating lease liabilities
|
|
1,343,243
|
|
|
—
|
|
|
—
|
|
|||
Federal, state and foreign income taxes payable
|
|
190,818
|
|
|
154,155
|
|
|
246,933
|
|
|||
Total current liabilities
|
|
6,581,019
|
|
|
5,531,374
|
|
|
4,976,864
|
|
|||
Other long-term liabilities
|
|
752,968
|
|
|
1,354,242
|
|
|
1,275,843
|
|
|||
Non-current deferred income taxes, net
|
|
167,283
|
|
|
158,191
|
|
|
260,649
|
|
|||
Long-term operating lease liabilities
|
|
7,621,531
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt
|
|
2,234,368
|
|
|
2,233,616
|
|
|
2,231,360
|
|
|||
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 1,212,667,546; 1,217,182,508 and 1,250,405,376 respectively
|
|
1,212,668
|
|
|
1,217,183
|
|
|
1,250,405
|
|
|||
Additional paid-in capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accumulated other comprehensive loss
|
|
(633,282
|
)
|
|
(630,321
|
)
|
|
(555,530
|
)
|
|||
Retained earnings
|
|
4,552,509
|
|
|
4,461,744
|
|
|
4,567,533
|
|
|||
Total shareholders’ equity
|
|
5,131,895
|
|
|
5,048,606
|
|
|
5,262,408
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
22,489,064
|
|
|
$
|
14,326,029
|
|
|
$
|
14,007,124
|
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
700,178
|
|
|
$
|
716,381
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
212,201
|
|
|
192,295
|
|
||
Loss on property disposals and impairment charges
|
|
2,304
|
|
|
1,744
|
|
||
Deferred income tax provision
|
|
8,098
|
|
|
7,335
|
|
||
Share-based compensation
|
|
25,732
|
|
|
24,029
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
(Increase) in accounts receivable
|
|
(47,658
|
)
|
|
(43,787
|
)
|
||
(Increase) in merchandise inventories
|
|
(487,085
|
)
|
|
(225,187
|
)
|
||
(Increase) decrease in prepaid expenses and other current assets
|
|
(13,991
|
)
|
|
219,532
|
|
||
(Decrease) increase in accounts payable
|
|
(60,472
|
)
|
|
44,037
|
|
||
(Decrease) in accrued expenses and other liabilities
|
|
(240,156
|
)
|
|
(318,544
|
)
|
||
Increase in income taxes payable
|
|
38,217
|
|
|
133,663
|
|
||
Other
|
|
11,871
|
|
|
(26,613
|
)
|
||
Net cash provided by operating activities
|
|
149,239
|
|
|
724,885
|
|
||
Investing Activities
|
|
|
|
|
||||
Property additions
|
|
(316,909
|
)
|
|
(264,943
|
)
|
||
Purchase of investments
|
|
(14,642
|
)
|
|
(148,239
|
)
|
||
Sales and maturities of investments
|
|
4,842
|
|
|
192,690
|
|
||
Net cash (used in) investing activities
|
|
(326,709
|
)
|
|
(220,492
|
)
|
||
Financing Activities
|
|
|
|
|
||||
Cash payments for repurchase of common stock
|
|
(397,294
|
)
|
|
(395,399
|
)
|
||
Cash dividends paid
|
|
(238,758
|
)
|
|
(197,296
|
)
|
||
Proceeds from issuance of common stock
|
|
59,772
|
|
|
84,561
|
|
||
Cash payments of employee tax withholdings for performance based stock awards
|
|
(23,305
|
)
|
|
(16,015
|
)
|
||
Other
|
|
—
|
|
|
(1,858
|
)
|
||
Net cash (used in) financing activities
|
|
(599,585
|
)
|
|
(526,007
|
)
|
||
Effect of exchange rate changes on cash
|
|
(18,118
|
)
|
|
(55,758
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(795,173
|
)
|
|
(77,372
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
3,030,229
|
|
|
2,758,477
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
2,235,056
|
|
|
$
|
2,681,105
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Par Value
$1
|
|
Additional Paid-In
Capital
|
|
Accumulated Other Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
|
|||||||||||
Balance, February 2, 2019
|
|
1,217,183
|
|
|
$
|
1,217,183
|
|
|
$
|
—
|
|
|
$
|
(630,321
|
)
|
|
$
|
4,461,744
|
|
|
$
|
5,048,606
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700,178
|
|
|
700,178
|
|
|||||
Cumulative effect of accounting change (See Note A)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|
403
|
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,961
|
)
|
|
—
|
|
|
(2,961
|
)
|
|||||
Cash dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279,236
|
)
|
|
(279,236
|
)
|
|||||
Recognition of share-based compensation
|
|
—
|
|
|
—
|
|
|
25,732
|
|
|
—
|
|
|
—
|
|
|
25,732
|
|
|||||
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings
|
|
3,142
|
|
|
3,142
|
|
|
33,325
|
|
|
—
|
|
|
—
|
|
|
36,467
|
|
|||||
Common stock repurchased and retired
|
|
(7,657
|
)
|
|
(7,657
|
)
|
|
(59,057
|
)
|
|
—
|
|
|
(330,580
|
)
|
|
(397,294
|
)
|
|||||
Balance, May 4, 2019
|
|
1,212,668
|
|
|
$
|
1,212,668
|
|
|
$
|
—
|
|
|
$
|
(633,282
|
)
|
|
$
|
4,552,509
|
|
|
$
|
5,131,895
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Par Value
$1 |
|
Additional Paid-In
Capital |
|
Accumulated Other Comprehensive
Loss |
|
Retained
Earnings |
|
Total
|
|||||||||||
Balance, February 3, 2018
|
|
1,256,018
|
|
|
$
|
1,256,018
|
|
|
$
|
—
|
|
|
$
|
(441,859
|
)
|
|
$
|
4,334,150
|
|
|
$
|
5,148,309
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716,381
|
|
|
716,381
|
|
|||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,712
|
|
|
58,712
|
|
|||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,671
|
)
|
|
—
|
|
|
(113,671
|
)
|
|||||
Cash dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244,500
|
)
|
|
(244,500
|
)
|
|||||
Recognition of share-based compensation
|
|
—
|
|
|
—
|
|
|
24,029
|
|
|
—
|
|
|
—
|
|
|
24,029
|
|
|||||
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings
|
|
4,085
|
|
|
4,085
|
|
|
66,504
|
|
|
—
|
|
|
(2,042
|
)
|
|
68,547
|
|
|||||
Common stock repurchased and retired
|
|
(9,698
|
)
|
|
(9,698
|
)
|
|
(90,533
|
)
|
|
—
|
|
|
(295,168
|
)
|
|
(395,399
|
)
|
|||||
Balance, May 5, 2018
|
|
1,250,405
|
|
|
$
|
1,250,405
|
|
|
$
|
—
|
|
|
$
|
(555,530
|
)
|
|
$
|
4,567,533
|
|
|
$
|
5,262,408
|
|
In thousands
|
May 4,
2019 |
May 5,
2018 |
||||
Balance, beginning of period
|
$
|
450,302
|
|
$
|
406,506
|
|
Deferred revenue
|
340,600
|
|
330,516
|
|
||
Effect of exchange rates changes on deferred revenue
|
(648
|
)
|
(3,153
|
)
|
||
Revenue recognized
|
(383,658
|
)
|
(371,815
|
)
|
||
Balance, end of period
|
$
|
406,596
|
|
$
|
362,054
|
|
In thousands
|
|
As Reported February 2, 2019
|
|
Adjustments
|
|
Adjusted February 3, 2019
|
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS:
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
513,662
|
|
|
$
|
(149,029
|
)
|
(a)
|
$
|
364,633
|
|
Net property at cost
|
|
5,255,208
|
|
|
(281,361
|
)
|
(b),(f)
|
4,973,847
|
|
|||
Operating lease right of use asset
|
|
—
|
|
|
8,704,584
|
|
(c)
|
8,704,584
|
|
|||
Other assets
|
|
497,580
|
|
|
(30,086
|
)
|
(b)
|
467,494
|
|
|||
|
|
|
|
|
|
|
||||||
Total Assets
|
|
$
|
14,326,029
|
|
|
$
|
8,244,108
|
|
|
$
|
22,570,137
|
|
|
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
2,733,076
|
|
|
(3,819
|
)
|
|
2,729,257
|
|
|||
Current portion of operating lease liabilities
|
|
—
|
|
|
1,481,555
|
|
(d)
|
1,481,555
|
|
|||
Other long-term liabilities
|
|
1,354,242
|
|
|
(593,137
|
)
|
(e),(f)
|
761,105
|
|
|||
Long-term operating lease liabilities
|
|
—
|
|
|
7,359,106
|
|
(d)
|
7,359,106
|
|
|||
Retained earnings
|
|
4,461,744
|
|
|
403
|
|
(f),(g)
|
4,462,147
|
|
|||
|
|
|
|
|
|
|
||||||
Total Liabilities and Shareholders' Equity
|
|
$
|
14,326,029
|
|
|
$
|
8,244,108
|
|
|
$
|
22,570,137
|
|
(a)
|
Represents prepaid rent reclassified to operating lease right of use assets and current portion of operating lease liabilities.
|
(b)
|
Represents impact of reclassifying initial direct costs to operating lease right of use assets.
|
(c)
|
Represents capitalization of operating lease right of use assets and reclassification of lease acquisition costs, straight-line rent, prepaid rent and tenant incentives.
|
(d)
|
Represents recognition of current and long-term operating lease liabilities.
|
(e)
|
Represents reclassification of straight-line rent to operating lease right of use assets.
|
(f)
|
Represents de-recognition of assets and liabilities related to non-TJX owned properties under previously existing build-to-suit accounting rules.
|
(g)
|
Represents impairment at transition on operating lease right of use assets.
|
In thousands
|
|
May 4,
2019 |
|
February 2,
2019 |
|
May 5,
2018 |
||||||
Land and buildings
(a)
|
|
$
|
1,219,604
|
|
|
$
|
1,457,835
|
|
|
$
|
1,377,854
|
|
Leasehold costs and improvements
(a)
|
|
3,379,543
|
|
|
3,377,045
|
|
|
3,245,902
|
|
|||
Furniture, fixtures and equipment
|
|
6,016,591
|
|
|
5,894,239
|
|
|
5,455,039
|
|
|||
Total property at cost
|
|
$
|
10,615,738
|
|
|
$
|
10,729,119
|
|
|
$
|
10,078,795
|
|
Less accumulated depreciation and amortization
(a)
|
|
5,597,140
|
|
|
5,473,911
|
|
|
5,052,703
|
|
|||
Net property at cost
|
|
$
|
5,018,598
|
|
|
$
|
5,255,208
|
|
|
$
|
5,026,092
|
|
(a)
|
See leases note in Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for impact of lease accounting changes.
|
In thousands
|
|
Foreign
Currency
Translation
|
|
Deferred
Benefit
Costs
|
|
Cash
Flow
Hedge
on Debt
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance, February 3, 2018
|
|
$
|
(280,051
|
)
|
|
$
|
(159,562
|
)
|
|
$
|
(2,246
|
)
|
|
$
|
(441,859
|
)
|
Additions to other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of taxes of $8,233)
|
|
(192,664
|
)
|
|
—
|
|
|
—
|
|
|
(192,664
|
)
|
||||
Recognition of net gains/losses on investment hedges (net of taxes $7,113)
|
|
19,538
|
|
|
—
|
|
|
—
|
|
|
19,538
|
|
||||
Recognition of net gains/losses on benefit obligations (net of taxes of $19,813)
|
|
—
|
|
|
(54,420
|
)
|
|
—
|
|
|
(54,420
|
)
|
||||
Pension settlement charge (net of taxes of $9,641)
|
|
—
|
|
|
26,481
|
|
|
—
|
|
|
26,481
|
|
||||
Reclassifications from other comprehensive loss to net income:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of loss on cash flow hedge (net of taxes of $304)
|
|
—
|
|
|
—
|
|
|
847
|
|
|
847
|
|
||||
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,280)
|
|
—
|
|
|
11,756
|
|
|
—
|
|
|
11,756
|
|
||||
Balance, February 2, 2019
|
|
$
|
(453,177
|
)
|
|
$
|
(175,745
|
)
|
|
$
|
(1,399
|
)
|
|
$
|
(630,321
|
)
|
Additions to other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of taxes of $2,633)
|
|
(7,161
|
)
|
|
—
|
|
|
—
|
|
|
(7,161
|
)
|
||||
Reclassifications from other comprehensive loss to net income:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost and deferred gains (net of taxes of $1,453)
|
|
—
|
|
|
3,992
|
|
|
—
|
|
|
3,992
|
|
||||
Amortization of loss on cash flow hedge (net of taxes of $76)
|
|
—
|
|
|
—
|
|
|
208
|
|
|
208
|
|
||||
Balance, May 4, 2019
|
|
$
|
(460,338
|
)
|
|
$
|
(171,753
|
)
|
|
$
|
(1,191
|
)
|
|
$
|
(633,282
|
)
|
|
Thirteen Weeks Ended
|
||||||
In thousands, except per share amounts
|
May 4,
2019 |
|
May 5,
2018 |
||||
Basic earnings per share
|
|
|
|
||||
Net income
|
$
|
700,178
|
|
|
$
|
716,381
|
|
Weighted average common shares outstanding for basic EPS
|
1,214,531
|
|
|
1,253,224
|
|
||
Basic earnings per share
|
$
|
0.58
|
|
|
$
|
0.57
|
|
Diluted earnings per share
|
|
|
|
||||
Net income
|
$
|
700,178
|
|
|
$
|
716,381
|
|
Shares for basic and diluted earnings per share calculations:
|
|
|
|
||||
Weighted average common shares outstanding for basic EPS
|
1,214,531
|
|
|
1,253,224
|
|
||
Assumed exercise/vesting of:
|
|
|
|
||||
Stock options and awards
|
18,876
|
|
|
15,648
|
|
||
Weighted average common shares outstanding for diluted EPS
|
1,233,407
|
|
|
1,268,872
|
|
||
Diluted earnings per share
|
$
|
0.57
|
|
|
$
|
0.56
|
|
Cash dividends declared per share
|
$
|
0.230
|
|
|
$
|
0.195
|
|
|
|
|
|
Amount of Gain (Loss) Recognized
in Income by Derivative
|
||||||
|
|
|
|
Thirteen Weeks Ended
|
||||||
In thousands
|
|
Location of Gain (Loss)
Recognized in Income by
Derivative
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Fair value hedges:
|
|
|
|
|
|
|
||||
Intercompany balances, primarily debt and related interest
|
|
Selling, general and administrative expenses
|
|
$
|
3,633
|
|
|
$
|
(1,792
|
)
|
Economic hedges for which hedge accounting was not elected:
|
|
|
|
|
||||||
Intercompany receivable
|
|
Selling, general and administrative expenses
|
|
3,257
|
|
|
—
|
|
||
Diesel fuel contracts
|
|
Cost of sales, including buying and occupancy costs
|
|
3,687
|
|
|
4,953
|
|
||
Intercompany billings in TJX International,
primarily merchandise related
|
|
Cost of sales, including buying and occupancy costs
|
|
2,151
|
|
|
(118
|
)
|
||
International lease liabilities
|
|
Cost of sales, including buying and occupancy costs
|
|
(1,522
|
)
|
|
—
|
|
||
Merchandise purchase commitments
|
|
Cost of sales, including buying and occupancy costs
|
|
9,789
|
|
|
31,457
|
|
||
Gain / (loss) recognized in income
|
|
|
|
$
|
20,995
|
|
|
$
|
34,500
|
|
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
|
|
May 4,
2019 |
|
February 2,
2019 |
|
May 5,
2018 |
||||||
Level 1
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Executive Savings Plan investments
|
|
$
|
278,540
|
|
|
$
|
253,215
|
|
|
$
|
248,640
|
|
Level 2
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Short-term investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
435,903
|
|
Foreign currency exchange contracts
|
|
11,811
|
|
|
8,136
|
|
|
33,318
|
|
|||
Diesel fuel contracts
|
|
—
|
|
|
—
|
|
|
10,249
|
|
|||
Liabilities:
|
|
|
|
|
|
|
||||||
Foreign currency exchange contracts
|
|
$
|
4,974
|
|
|
$
|
7,415
|
|
|
$
|
7,675
|
|
Diesel fuel contracts
|
|
299
|
|
|
3,786
|
|
|
—
|
|
|
|
Thirteen Weeks Ended
|
||||||
In thousands
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales:
|
|
|
|
|
||||
In the United States:
|
|
|
|
|
||||
Marmaxx
|
|
$
|
5,801,760
|
|
|
$
|
5,380,918
|
|
HomeGoods
|
|
1,396,865
|
|
|
1,269,331
|
|
||
TJX Canada
|
|
847,735
|
|
|
853,836
|
|
||
TJX International
|
|
1,231,225
|
|
|
1,184,635
|
|
||
|
|
$
|
9,277,585
|
|
|
$
|
8,688,720
|
|
Segment profit:
|
|
|
|
|
||||
In the United States:
|
|
|
|
|
||||
Marmaxx
|
|
$
|
795,993
|
|
|
$
|
750,456
|
|
HomeGoods
|
|
136,785
|
|
|
147,360
|
|
||
TJX Canada
|
|
97,032
|
|
|
125,184
|
|
||
TJX International
|
|
28,487
|
|
|
40,826
|
|
||
|
|
1,058,297
|
|
|
1,063,826
|
|
||
General corporate expense
|
|
120,998
|
|
|
104,120
|
|
||
Interest expense, net
|
|
817
|
|
|
4,148
|
|
||
Income before provision for income taxes
|
|
$
|
936,482
|
|
|
$
|
955,558
|
|
|
|
Funded Plan
|
|
Unfunded Plan
|
||||||||||||
|
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||
In thousands
|
|
May 4,
2019 |
|
May 5,
2018 |
|
May 4,
2019 |
|
May 5,
2018 |
||||||||
Service cost
|
|
$
|
11,049
|
|
|
$
|
11,613
|
|
|
$
|
552
|
|
|
$
|
611
|
|
Interest cost
|
|
12,990
|
|
|
13,965
|
|
|
967
|
|
|
853
|
|
||||
Expected return on plan assets
|
|
(18,488
|
)
|
|
(20,962
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial losses
|
|
4,509
|
|
|
3,114
|
|
|
936
|
|
|
821
|
|
||||
Total expense
|
|
$
|
10,060
|
|
|
$
|
7,730
|
|
|
$
|
2,455
|
|
|
$
|
2,285
|
|
In thousands
|
|
May 4,
2019 |
|
February 2,
2019 |
|
May 5,
2018 |
||||||
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 $178 at May 4, 2019, $189 at February 2, 2019 and $223 at May 5, 2018)
|
|
$
|
499,822
|
|
|
$
|
499,811
|
|
|
$
|
499,777
|
|
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $156 at May 4, 2019, $174 at February 2, 2019 and $231 at May 5, 2018)
|
|
749,844
|
|
|
749,826
|
|
|
749,769
|
|
|||
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $5,471 at May 4, 2019, $5,657 at February 2, 2019 and $6,217 at May 5, 2018)
|
|
994,529
|
|
|
994,343
|
|
|
993,783
|
|
|||
Debt issuance cost
|
|
(9,827
|
)
|
|
(10,364
|
)
|
|
(11,969
|
)
|
|||
Long-term debt
|
|
$
|
2,234,368
|
|
|
$
|
2,233,616
|
|
|
$
|
2,231,360
|
|
|
|
May 4,
2019 |
|
Weighted-average remaining lease term (years):
|
|
7.4
|
|
Weighted-average discount rate:
|
|
3.1
|
%
|
|
|
Thirteen Weeks Ended
|
||
In thousands
|
Classification
|
May 4,
2019 |
||
Operating lease cost
|
Cost of sales, including buying and occupancy costs
|
$
|
430,331
|
|
Variable and short term lease cost
|
Cost of sales, including buying and occupancy costs
|
281,506
|
|
|
Total lease cost
|
|
$
|
711,837
|
|
|
|
Thirteen Weeks Ended
|
||
In thousands
|
|
May 4,
2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows paid for operating leases
|
|
$
|
421,488
|
|
Lease liabilities arising from obtaining right of use assets
|
|
$
|
453,198
|
|
In thousands
|
|
May 4,
2019 |
||
Fiscal year 2020
(remaining 9 months)
|
|
$
|
1,292,888
|
|
2021
|
|
1,650,563
|
|
|
2022
|
|
1,499,833
|
|
|
2023
|
|
1,326,566
|
|
|
2024
|
|
1,129,183
|
|
|
Later years
|
|
3,138,587
|
|
|
Total lease payments
(a)
|
|
10,037,620
|
|
|
Less: imputed interest
(b)
|
|
1,072,846
|
|
|
Total lease liabilities
(c)
|
|
$
|
8,964,774
|
|
(a)
|
Operating lease payments exclude legally binding minimum lease payments for leases signed but not yet commenced and include options to extend lease terms that are now deemed reasonably certain of being exercised according to our Lease Accounting Policy.
|
(b)
|
Calculated using the incremental borrowing rate for each lease.
|
(c)
|
Total lease liabilities are broken out on the Consolidated Balance Sheets between Current portion of operating lease liabilities and Long-term operating lease liabilities.
|
In thousands
|
|
|
February 2,
2019 |
||
Fiscal year 2020
|
|
|
$
|
1,676,700
|
|
2021
|
|
|
1,603,378
|
|
|
2022
|
|
|
1,441,444
|
|
|
2023
|
|
|
1,253,420
|
|
|
2024
|
|
|
1,042,184
|
|
|
Later years
|
|
|
2,774,845
|
|
|
Total lease payments
|
|
|
$
|
9,791,971
|
|
–
|
Net sales increased
7%
to
$9.3 billion
for the
first
quarter of
fiscal 2020
over last year’s
first
quarter sales of
$8.7 billion
. At
May 4, 2019
, the number of stores in operation increased
6%
and selling square footage increased
4%
compared to the end of the fiscal
2019
first
quarter.
|
–
|
Comp sales increased
5%
for the
first
quarter of
fiscal 2020
over an increase of
3%
for the comparable period last year ended
May 5, 2018
. Customer traffic was the primary driver of the comp sales increase and was up at all four major segments.
|
–
|
Diluted earnings per share for the
first
quarter of
fiscal 2020
were
$0.57
versus
$0.56
per share in the
first
quarter of fiscal
2019
.
|
–
|
Our pre-tax margin (the ratio of pre-tax income to net sales) for the
first
quarter of fiscal
2020
was
10.1%
, a
0.9
percentage point decrease compared with
11.0%
in the
first
quarter of fiscal
2019
.
|
–
|
Our cost of sales, including buying and occupancy costs, ratio for the
first
quarter of fiscal
2020
was
71.5%
, a
0.4
percentage point increase compared with
71.1%
in the
first
quarter of fiscal
2019
.
|
–
|
Our selling, general and administrative (“SG&A”) expense ratio for the
first
quarter of fiscal
2020
was
18.3%
, a
0.5
percentage point increase compared with
17.8%
in the
first
quarter of fiscal
2019
.
|
–
|
Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 6% on a reported basis and 7% on a constant currency basis at the end of the
first
quarter of fiscal
2020
as compared to a 7% increase in average per store inventories on a reported basis and a 6% increase on a constant currency basis in the
first
quarter of fiscal
2019
.
|
–
|
During the
first
quarter of
fiscal 2020
, we returned $589 million to our shareholders through share repurchases and dividends.
|
–
|
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 sites, meaning sierra.com, tjmaxx.com and tkmaxx.com
|
|
|
Thirteen Weeks Ended
|
||||
|
|
May 4, 2019
|
|
May 5, 2018
|
||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales, including buying and occupancy costs
|
|
71.5
|
|
|
71.1
|
|
Selling, general and administrative expenses
|
|
18.3
|
|
|
17.8
|
|
Interest expense, net
|
|
—
|
|
|
—
|
|
Income before provision for income taxes
*
|
|
10.1
|
%
|
|
11.0
|
%
|
*
|
Figures may not foot due to rounding.
|
–
|
Translation of foreign operating results into U.S. dollars:
In our Consolidated 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
|
||||||
In thousands
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Interest expense
|
|
$
|
15,357
|
|
|
$
|
17,365
|
|
Capitalized interest
|
|
(719
|
)
|
|
(1,648
|
)
|
||
Interest (income)
|
|
(13,821
|
)
|
|
(11,569
|
)
|
||
Interest expense, net
|
|
$
|
817
|
|
|
$
|
4,148
|
|
|
|
Thirteen Weeks Ended
|
||||||
In millions
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales
|
|
$
|
5,802
|
|
|
$
|
5,381
|
|
Segment profit
|
|
$
|
796
|
|
|
$
|
750
|
|
Segment profit as a percentage of net sales
|
|
13.7
|
%
|
|
13.9
|
%
|
||
Increase in comp sales
|
|
6
|
%
|
|
4
|
%
|
||
Stores in operation at end of period
|
|
|
|
|
||||
T.J. Maxx
|
|
1,257
|
|
|
1,231
|
|
||
Marshalls
|
|
1,102
|
|
|
1,073
|
|
||
Sierra
|
|
39
|
|
|
32
|
|
||
Total
|
|
2,398
|
|
|
2,336
|
|
||
Selling square footage at end of period (in thousands)
|
|
|
|
|
||||
T.J. Maxx
|
|
27,532
|
|
|
27,203
|
|
||
Marshalls
|
|
25,460
|
|
|
25,114
|
|
||
Sierra
|
|
654
|
|
|
550
|
|
||
Total
|
|
53,646
|
|
|
52,867
|
|
|
|
Thirteen Weeks Ended
|
||||||
In millions
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales
|
|
$
|
1,397
|
|
|
$
|
1,269
|
|
Segment profit
|
|
$
|
137
|
|
|
$
|
147
|
|
Segment profit as a percentage of net sales
|
|
9.8
|
%
|
|
11.6
|
%
|
||
Increase in comp sales
|
|
1
|
%
|
|
2
|
%
|
||
Stores in operation at end of period
|
|
|
|
|
||||
HomeGoods
|
|
770
|
|
|
690
|
|
||
Homesense
|
|
22
|
|
|
4
|
|
||
Total
|
|
792
|
|
|
694
|
|
||
Selling square footage at end of period (in thousands)
|
|
|
|
|
||||
HomeGoods
|
|
14,152
|
|
|
12,850
|
|
||
Homesense
|
|
470
|
|
|
81
|
|
||
Total
|
|
14,622
|
|
|
12,931
|
|
|
|
Thirteen Weeks Ended
|
||||||
In millions
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales
|
|
$
|
848
|
|
|
$
|
854
|
|
Segment profit
|
|
$
|
97
|
|
|
$
|
125
|
|
Segment profit as a percentage of net sales
|
|
11.4
|
%
|
|
14.7
|
%
|
||
Increase in comp sales
|
|
—
|
%
|
|
3
|
%
|
||
Stores in operation at end of period
|
|
|
|
|
||||
Winners
|
|
273
|
|
|
269
|
|
||
HomeSense
|
|
132
|
|
|
119
|
|
||
Marshalls
|
|
91
|
|
|
78
|
|
||
Total
|
|
496
|
|
|
466
|
|
||
Selling square footage at end of period (in thousands)
|
|
|
|
|
||||
Winners
|
|
5,865
|
|
|
5,811
|
|
||
HomeSense
|
|
2,425
|
|
|
2,214
|
|
||
Marshalls
|
|
1,929
|
|
|
1,696
|
|
||
Total
|
|
10,219
|
|
|
9,721
|
|
|
|
Thirteen Weeks Ended
|
||||||
In millions
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
Net sales
|
|
$
|
1,231
|
|
|
$
|
1,185
|
|
Segment profit
|
|
$
|
28
|
|
|
$
|
41
|
|
Segment profit as a percentage of net sales
|
|
2.3
|
%
|
|
3.4
|
%
|
||
Increase in comp sales
|
|
8
|
%
|
|
1
|
%
|
||
Stores in operation at end of period
|
|
|
|
|
||||
T.K. Maxx
|
|
575
|
|
|
549
|
|
||
Homesense
|
|
72
|
|
|
55
|
|
||
T.K. Maxx Australia
|
|
48
|
|
|
41
|
|
||
Total
|
|
695
|
|
|
645
|
|
||
Selling square footage at end of period (in thousands)
|
|
|
|
|
||||
T.K. Maxx
|
|
11,787
|
|
|
11,516
|
|
||
Homesense
|
|
1,074
|
|
|
883
|
|
||
T.K. Maxx Australia
|
|
885
|
|
|
762
|
|
||
Total
|
|
13,746
|
|
|
13,161
|
|
|
|
Thirteen Weeks Ended
|
||||||
In millions
|
|
May 4,
2019 |
|
May 5,
2018 |
||||
General corporate expense
|
|
$
|
121
|
|
|
$
|
104
|
|
|
|
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)
|
||||||
February 3, 2019 through March 2, 2019
|
|
1,528,154
|
|
|
$
|
49.08
|
|
|
1,528,154
|
|
|
$
|
3,105,789,579
|
|
March 3, 2019 through April 6, 2019
|
|
2,854,379
|
|
|
$
|
52.55
|
|
|
2,854,379
|
|
|
$
|
2,955,790,604
|
|
April 7, 2019 through May 4, 2019
|
|
2,287,177
|
|
|
$
|
54.65
|
|
|
2,287,177
|
|
|
$
|
2,830,790,635
|
|
Total
|
|
6,669,710
|
|
|
|
|
6,669,710
|
|
|
|
(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
$1.3 billion
remained available as of
May 4, 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, all of which remained available at
May 4, 2019
.
|
|
|
Exhibit No.
|
Description
|
10.01
|
|
10.02
|
|
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 May 4, 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 Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
|
|
|
THE TJX COMPANIES, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date: May 31, 2019
|
|
|
|
|
|
|
|
|
/s/ Scott Goldenberg
|
|
|
|
|
Scott Goldenberg, Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
Grantee:
[ ]
|
2.
|
Target Number of PSUs Subject to the Award:
[ ]
|
3.
|
Date of Award:
[ ]
|
4.
|
Vesting and Settlement of Award:
Except as provided in Section 5, the Award shall become earned and shall vest, if at all, as to the target number of PSUs multiplied by the product of the percentage determined under Section 4(a) (Performance conditions) multiplied by the percentage determined under Section 4(b) (Service conditions):
|
5.
|
Change of Control
: Upon the occurrence of a Change of Control occurring while any portion of the Award is outstanding, the following provisions shall apply:
|
a)
|
Upon consummation of the Change of Control, if the Committee does not provide for Rollover Awards as described in Section 5(b) below, the Award to the extent outstanding immediately prior to consummation of the Change of Control shall be deemed earned and vested as though each of the Section 4(a) percentage and the Section 4(b) percentage was, as of immediately prior to consummation of the Change of Control, one hundred percent (100%).
|
b)
|
The Committee in its discretion may, but shall not be required to, provide in connection with the Change of Control that, in lieu of the acceleration described in Section 5(a) above, the Award (including for purposes of this Section 5(b) any replacement award or any arrangement involving stock, cash or other property into which the Award may be converted or for which it may be exchanged in connection with the Change of Control) (the Award or any such replacement award or other arrangement, the “Rollover Award”) shall be continued on such terms and conditions as the Committee considers appropriate in the circumstances to reflect the transaction, subject to the following provisions of this Section 5(b). With respect to any Rollover Award, in lieu of the treatment provided in Section 5(a) above, (i) the Section 4(a) percentage shall at all times from and after the Change of Control be deemed to be one hundred percent (100%), and (ii) Section 4(b) shall be applied without modification except that in the event of and upon a qualifying termination of Grantee’s employment occurring upon or within twenty-four months following the Change of Control, the Section 4(b) percentage shall not be less than one hundred percent (100%).
|
6.
|
Termination of Employment
:
Subject to the provisions of Section 5, in the event of the termination of the employment of Grantee with the Company and its Subsidiaries for any reason prior to the earlier of the Determination Date and the consummation of a Change of Control:
|
a)
|
one hundred percent (100%) of the Award, less the percentage of the Award described in Section 4(b), shall be immediately and automatically forfeited upon termination of employment; and
|
b)
|
if greater than zero percent (0%), the percentage of the Award described in Section 4(b) shall (except in the event of termination due to death or Disability) remain eligible to be earned (and shall be earned, if at all) on the first to occur of (i) the consummation of the Change of Control, by applying one hundred percent (100%) as the relevant Section 4(a) percentage or (ii) the Determination Date, by applying as the relevant Section 4(a) percentage the percentage (if greater than zero) then certified or otherwise determined by the Committee, provided that any such portion of the Award that is not earned on the Determination Date and that has not previously been forfeited shall be immediately and automatically forfeited on the Determination Date. In the event of the termination of the employment of Grantee with the Company and its Subsidiaries by reason of death or Disability occurring prior to the earlier of the Determination Date and the consummation of a Change of Control, the percentage of the Award described in Section 4(b) shall be earned as of immediately prior to such termination by applying one hundred percent (100%) as the relevant Section 4(a) percentage, provided, that if such termination by reason of death or Disability occurs after the last day of the Performance Period, the Award shall remain eligible to be earned as of the Determination Date by applying as the relevant Section 4(a) percentage the greater of (I) one hundred percent (100%) and (II) the percentage certified or otherwise determined by the Committee on the Determination Date.
|
7.
|
Additional Forfeiture Conditions:
|
8.
|
Certain Definitions
: For purposes of this Award, the following definitions shall apply:
|
a)
|
“Beneficiary”: the beneficiary or beneficiaries designated by Grantee in writing, any such designation to be in such form, and delivered prior to Grantee’s death to such person at the Company, as may be specified by the Company, or, in the absence of any surviving beneficiary so designated, the legal representative of Grantee’s estate.
|
b)
|
“Determination Date”: as defined in Section 4(a) above.
|
c)
|
“Performance Period”: the three-fiscal-year period beginning on [ ] and ending on [ ].
|
d)
|
“Rollover Award”: as defined in Section 5(b) above.
|
e)
|
“Section 409A”: Section 409A of the Code.
|
f)
|
“Settlement Date”: the date on or following and by reference to which any vested performance share units subject to an Award are to be settled, if at all, in whole or in part, through the delivery of shares of Stock. [ ]
|
9.
|
Rights as Shareholder
: Grantee shall have no voting or other shareholder rights in respect of any share of Stock subject to the Award except as provided in the following sentence. Grantee shall have the rights of a shareholder, including without limitation dividend rights, only as to those shares of Stock, if any, that are actually delivered under the Award.
|
10.
|
Unsecured Obligation; No Transfers
: The Award is unfunded and unsecured, and Grantee’s rights to any shares of Stock or other property (including cash) hereunder shall be no greater than those of an unsecured general creditor of the Company. The Award may not be assigned, transferred, pledged, hypothecated or otherwise disposed of, except for disposition at death as provided above, and will automatically lapse and be forfeited upon any attempt at any such assignment, transfer, pledge, hypothecation or other disposition.
|
11.
|
Section 409A
: The Award and the Dividend Equivalent Payment, if any, described in Section 13 below are intended to constitute arrangements that qualify for exemption from the requirements of Section 409A and shall be construed accordingly. Notwithstanding the foregoing, neither the Company, nor any other person acting on behalf of the Company, will be liable to Grantee or any other person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted with respect to the Award or the Dividend Equivalent Payment by reason of the failure of the Award or the Dividend Equivalent Payment to satisfy the applicable requirements of Section 409A in form or in operation.
|
12.
|
Withholding
: As a condition to the grant, vesting and settlement of this Award, Grantee shall, no later than the date as of which any shares of Stock or other amounts provided hereunder first become includable in the gross income of Grantee for U.S. Federal or other income tax purposes or as wages subject to employment taxes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any national, federal, state, or local taxes of any kind required by
|
13.
|
Dividend Equivalent Payment
: Upon the delivery of any shares of Stock in respect of any vested performance share units subject hereto, Grantee shall be entitled to a cash payment by the Company in an amount equal to the amount that Grantee would have received, if any, as a regular cash dividend had Grantee held such shares of Stock from the Date of Award to the date such shares of Stock are delivered hereunder, less all applicable taxes and withholding obligations. Any such payment shall be paid, if at all, without interest on the date such shares of Stock are delivered hereunder.
|
14.
|
No Employment Rights or Other Entitlements
: Grantee agrees that any awards under the Plan, including this Award and these terms and conditions, do not confer upon Grantee any right to continued employment with the Company or a Subsidiary, nor do they interfere in any way with the right of the Company or a Subsidiary to terminate the employment of Grantee at any time. Nothing contained in these terms and conditions shall be deemed to constitute or create a contract of employment, nor shall these terms and conditions constitute or create the right to remain associated with or in the employ of the Company or a Subsidiary for any particular period of time. Furthermore, this grant is made solely at the discretion of the Company, and these terms and conditions, the Plan, and any other Plan documents (i) are not part of Grantee’s employment contract, if any, and (ii) do not guarantee either Grantee’s right to receive any future grants under the Plan or the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment.
|
15.
|
Compliance with Law
: Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Stock pursuant to this Award, at any time, if the offering of the Stock covered by this Award, violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, Grantee understands that, to the extent applicable, the laws of the country in which he/she is working at the time of grant, vesting, and/or settlement of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award or may subject Grantee to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to this Award, and that sales of Stock may be subject to restrictions under United States federal securities laws, and the laws, rules or regulations of any other relevant federal, state or local jurisdiction, and under Company policies including insider trading policies and procedures. Summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan, including in the Addendum and in the Prospectus for the Plan, are not intended to be exhaustive, and Grantee acknowledges that other rules may apply. The Company reserves the right to impose other requirements on Awardee’s participation in the Plan, and any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
|
16.
|
Governing Law and Forum
: Grantee acknowledges that the Plan is administered in the United States and the terms and conditions of this certificate shall be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to its or any other jurisdiction's conflicts of laws provisions. For purposes of resolving any
|
17.
|
Other
: The provisions of this Award are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. To the extent applicable, the international and country-specific terms and conditions in the attached Addendum shall apply to this Award. By signing this Award in the space indicated below, Grantee hereby acknowledges and agrees as follows: (i) that Grantee has received the Plan text and will become a party to and be subject to the terms of the Plan; (ii) that Grantee’s abovementioned participation is voluntary and that Grantee has not been induced to participate by expectation of employment or continued employment; and (iii) that Grantee has reviewed the terms and conditions set forth in this certificate, including the attached Addendum, and that this Award shall be deemed to satisfy fully any entitlement to receive a grant or grants of any stock options, stock awards or other equity-based awards that Grantee may have under an employment or similar agreement, including but not limited to an offer letter or other contract for employment, a restrictive covenant or similar agreement, or any other agreement with, or a policy or practice of, the Company or its Subsidiaries.
|
1.
|
Grantee:
[ ]
|
2.
|
Number of Restricted Stock Units Subject to the Award:
[ ]
|
3.
|
Date of Award:
[ ]
|
4.
|
Vesting and Settlement of Award:
Except as provided in Section 5, the Award shall vest as follows:
|
5.
|
Change of Control
: Upon the occurrence of a Change of Control occurring while any portion of the Award is outstanding, the provisions of this Section 5 shall apply to the Award in lieu of the provisions of Section 4:
|
a)
|
Upon consummation of the Change of Control, if the Committee does not provide for Rollover Awards as described in Section 5(b) below, any portion of the Award that was outstanding immediately prior to consummation of the Change of Control shall be deemed vested in its entirety.
|
b)
|
The Committee in its discretion may, but shall not be required to, provide in connection with the Change of Control that, in lieu of the acceleration described in Section 5(a) above, the Award (including for purposes of this Section 5(b) any replacement award or any arrangement involving stock, cash or other property into which the Award may be converted or for which it may be exchanged in connection with the Change of Control) (the Award or any such replacement award or other arrangement, the “Rollover Award”) shall be continued on such terms and conditions as the Committee considers appropriate in the circumstances to reflect the transaction and consistent with Section 409A, subject to the following provisions of this Section 5(b). With respect to any Rollover Award, Section 4 shall be applied without modification, except that in the event of and upon a qualifying termination of Grantee’s employment occurring upon or within twenty-four months following the Change of Control, the Rollover Award shall provide for accelerated vesting of any unvested portion of the Rollover Award.
|
6.
|
Termination of Employment
: In the event of the termination of the employment of Grantee with the Company and its Subsidiaries for any reason prior to [ ], the Award, to the extent not then vested (taking into account any vesting by reason of the application of Section 4(b) or Section 5) and to the extent not previously forfeited, shall immediately and automatically be forfeited. Notwithstanding the foregoing, upon a termination of Grantee’s employment for Cause (as defined in the Plan) all portions of the Award then outstanding, whether vested or unvested, shall immediately and automatically be forfeited and cancelled in their entirety. For the avoidance of doubt, in determining Grantee’s entitlements, if any, under this Award, all determinations related to a termination of Grantee’s employment (including, but not limited to, the reason therefor) shall be made in accordance with Plan terms (including, but not limited to, Section 9 of the Plan or any successor provision).
|
7.
|
Additional Forfeiture Conditions:
|
8.
|
Certain Definitions
: For purposes of this Award, the following definitions shall apply:
|
a)
|
“409A Award Portion”: any portion of the Award that at the relevant time is subject to (and not exempt from) the applicable requirements of Section 409A.
|
b)
|
“Beneficiary”: the beneficiary or beneficiaries designated by Grantee in writing, any such designation to be in such form, and delivered prior to Grantee’s death to such person at the Company, as may be specified by the Company, or, in the absence of any surviving beneficiary so designated, the legal representative of Grantee’s estate.
|
c)
|
“Non-409A Award Portion”: any portion of the Award that at the relevant time is exempt from the requirements of Section 409A.
|
d)
|
“Required Delay: a delay in the Settlement Date of six months and one day (or until death if earlier) in any case where settlement of the 409A Award Portion is due to separation from service (as defined below), if Grantee at the relevant time is a “specified employee” as determined in accordance with Section 409A and Company policy.
|
e)
|
“Rollover Award”: as defined in Section 5(b) above.
|
f)
|
“Section 409A”: Section 409A of the Code.
|
g)
|
“Settlement Date”: the date on or following and by reference to which any vested restricted stock units subject to an Award are to be settled, if at all, in whole or in part, through the delivery of shares of Stock. [ ]
|
9.
|
Rights as Shareholder
: Grantee shall have no voting or other shareholder rights in respect of any share of Stock subject to the Award except as provided in the following sentence. Grantee shall have the rights of a shareholder, including without limitation dividend rights, only as to those shares of Stock, if any, that are actually delivered under the Award.
|
10.
|
Unsecured Obligation; No Transfers
: The Award is unfunded and unsecured, and Grantee’s rights to any shares of Stock or other property (including cash) hereunder shall be no greater than those of an unsecured general creditor of the Company. The Award may not be assigned, transferred, pledged, hypothecated or otherwise disposed of, except for disposition at death as provided above, and will automatically lapse and be forfeited upon any attempt at any such assignment, transfer, pledge, hypothecation or other disposition.
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11.
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Section 409A
: The Award and the Dividend Equivalent Payment, if any, described in Section 13 below are intended to constitute arrangements that qualify for exemption from, or otherwise comply with, the requirements of Section 409A and shall be construed accordingly. For this purpose any termination of employment, retirement or correlative term applicable to a 409A Award Portion shall require a separation from service as defined in Section 409A. Notwithstanding the foregoing, neither the Company, nor any other person acting on behalf of the Company, will be liable to Grantee or any other person by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted with respect to the Award or the Dividend Equivalent Payment by reason of the failure of the Award or the Dividend Equivalent Payment to satisfy the applicable requirements of Section 409A in form or in operation.
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12.
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Withholding
: As a condition to the grant, vesting and settlement of this Award, Grantee shall, no later than the date as of which any shares of Stock or other amounts provided hereunder first become includable in the gross income of Grantee for U.S. Federal or other income tax purposes or as wages subject to employment taxes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any national, federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company in its discretion may, but need not, satisfy any withholding obligation by withholding a portion of the shares of Stock to be delivered to Grantee hereunder up to the maximum extent permitted under the Plan. Grantee understands that any individual tax, social contribution, or other liability that may arise in relation to this Award is solely Grantee’s (and not the Company’s or Subsidiary’s) responsibility and that such liability may exceed any amounts withheld. Grantee further understands that Grantee is solely responsible for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to this Award (including, without limitation, any such documentation related to the holding of shares of Stock or any bank or brokerage account, the subsequent sale of shares of Stock, or the receipt of any dividends). Grantee further acknowledges that the Company does not commit to and is under no obligation to structure the terms or any aspect of the Award to reduce or eliminate Grantee’s liability for taxes or other amounts due or to achieve any particular tax result. Grantee also understands that varying share of Stock or Award valuation methods may apply for purposes of tax calculations and reporting, and the Company assumes no liability in relation thereto.
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13.
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Dividend Equivalent Payment
: Upon the delivery of any shares of Stock in respect of any vested restricted stock units subject hereto, Grantee shall be entitled to a cash payment by the Company in an amount equal to the amount that Grantee would have received, if any, as a regular cash dividend had Grantee held such shares of Stock from the Date of Award to the date such shares of Stock are delivered hereunder, less all applicable taxes and withholding obligations. Any such payment shall be paid, if at all, without interest on the date such shares of Stock are delivered hereunder.
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14.
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No Employment Rights or Other Entitlements
: Grantee agrees that any awards under the Plan, including this Award and these terms and conditions, do not confer upon Grantee any right to continued employment with the Company or a Subsidiary, nor do they interfere in any way with the right of the Company or a Subsidiary to terminate the employment of Grantee at any time. Nothing contained in these terms and conditions shall be deemed to constitute or create a contract of employment, nor shall these terms and conditions constitute or create the right to remain associated with or in the employ of the Company or a Subsidiary for any particular period of time. Furthermore, this grant is made solely at the discretion of the Company, and these terms and conditions, the Plan, and any other Plan documents (i) are not part of Grantee’s employment contract, if any, and (ii) do not guarantee either Grantee’s right to receive any future grants under the Plan or the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment.
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15.
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Compliance with Law
: Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Stock pursuant to this Award, at any time, if the offering of the Stock covered by this Award, violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, Grantee understands that, to the extent applicable, the laws of the country in which he/she is working at the time of grant, vesting, and/or settlement of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award or may subject Grantee to additional procedural or regulatory requirements he/she is solely responsible for and will have to independently fulfill in relation to this Award, and that sales of Stock may be subject to restrictions under United States federal securities laws, and the laws, rules or regulations of any other relevant federal, state or local jurisdiction, and under Company policies including insider trading policies and procedures. Summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan, including in the Addendum and in the Prospectus for the Plan, are not intended to be exhaustive, and Grantee acknowledges that other rules may apply. The Company reserves the right to impose other requirements on Awardee’s participation in the Plan, and any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
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16.
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Governing Law and Forum
: Grantee acknowledges that the Plan is administered in the United States and the terms and conditions of this certificate shall be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to its or any other jurisdiction's conflicts of laws provisions. For purposes of resolving any dispute that may arise directly or indirectly from this certificate, the parties hereby submit and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts in the United States and agree that any litigation shall be conducted only in the United States District Court for the District of Massachusetts or a court of the Commonwealth of Massachusetts.
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17.
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Other
: The provisions of this Award are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. To the extent applicable, the international and country-specific terms and conditions in the attached Addendum shall apply to this Award. By signing this Award in the space indicated below, Grantee hereby acknowledges and agrees as follows: (i) that Grantee has received the Plan text and will become a party to and be subject to the terms of the Plan; (ii) that Grantee’s abovementioned participation is voluntary and that Grantee has not been induced to participate by expectation of employment or continued employment; and (iii) that Grantee has reviewed the terms and conditions set forth in this certificate, including the attached Addendum, and that this Award shall be deemed to satisfy fully any entitlement to receive a grant or grants of any stock options, stock awards or other equity-based awards that Grantee may have under an employment or similar agreement, including but not limited to an offer letter or other contract for employment, a restrictive covenant or similar agreement, or any other agreement with, or a policy or practice of, the Company or its Subsidiaries.
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1.
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I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: May 31, 2019
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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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I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: May 31, 2019
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/s/ Scott Goldenberg
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Name: Scott Goldenberg
Title: Chief Financial Officer
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1
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the Company’s Form 10-Q for the fiscal quarter ended May 4, 2019 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 May 4, 2019 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 May 4, 2019 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 May 4, 2019 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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