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<SEC-DOCUMENT>0000950135-01-500764.txt : 20010426
<SEC-HEADER>0000950135-01-500764.hdr.sgml : 20010426
ACCESSION NUMBER: 0000950135-01-500764
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20010127
FILED AS OF DATE: 20010425
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TJX COMPANIES INC /DE/
CENTRAL INDEX KEY: 0000109198
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651]
IRS NUMBER: 042207613
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0127
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 001-04908
FILM NUMBER: 1610490
BUSINESS ADDRESS:
STREET 1: 770 COCHITUATE RD
CITY: FRAMINGHAM
STATE: MA
ZIP: 01701
BUSINESS PHONE: 5083902662
FORMER COMPANY:
FORMER CONFORMED NAME: ZAYRE CORP
DATE OF NAME CHANGE: 19890625
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>b38205tce10-k405.txt
<DESCRIPTION>THE TJX COMPANIES, INC.
<TEXT>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
/X/ Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
or
/ / Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
January 27, 2001 1-4908
THE TJX COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2207613
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
770 Cochituate Road
Framingham, Massachusetts 01701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 390-1000
- -----------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, par value $1.00 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on March 31, 2001 was $8,895,049,824.
There were 278,811,087 shares of the Registrant's Common Stock, $1 par
value, outstanding as of March 31, 2001.
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
January 27, 2001 (certain parts as indicated herein) (Parts I and II).
Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on June 5, 2001 (Part III).
2
<PAGE> 3
PART I
------
ITEM 1. BUSINESS
We are the leading off-price retailer of apparel and home fashions in the
United States and worldwide. We have positioned ourselves as a synergistic group
of off-price businesses and have expanded our off-price concept to new
geographic areas, new product lines and new demographic markets.
We offer off-price family apparel and home fashions through our T.J. Maxx,
Marshalls and A.J. Wright chains in the United States, our Winners chain in
Canada and our T.K. Maxx chain primarily in the United Kingdom. We also operate
HomeGoods in the United States, a chain that focuses exclusively on off-price
home fashions, and we are opening a Canadian home fashions chain called
HomeSense in fiscal 2002. The target customer for all of our chains, except A.J.
Wright, is the middle to upper-middle income shopper with the same profile as a
department or specialty store customer. A.J. Wright targets a more moderate
income customer.
Our mission is to deliver an exciting, fresh and rapidly changing
assortment of brand-name merchandise at excellent values to our customers. We
define value as the combination of quality, fashion and price. With
approximately 300 buyers worldwide and over 9,000 vendors, we believe we are
well positioned to accomplish this goal. Our key strengths include:
- - expertise in off-price buying;
- - substantial buying power;
- - relationships with many manufacturers; and
- - inventory management systems and distribution networks.
As an off-price retailer, we offer first-quality, in-season, name brand and
designer family apparel and home fashions every day at substantial savings from
comparable department and specialty store regular prices. We can offer these
every day savings as a result of our opportunistic buying strategies, rapid
inventory turns and low expense structure.
Due to the unpredictable nature of consumer demand in the marketplace, we
are routinely able to buy excess merchandise from manufacturers and others at
significant discounts from initial wholesale prices. We purchase merchandise to
sell in the current selling season as well as a limited quantity of packaway
merchandise that is stored before sale in another selling season. We are willing
to purchase less than a full assortment of styles and sizes. We pay promptly and
do not ask for typical retail concessions such as promotional and markdown
allowances and return privileges. Our financial strength, strong reputation and
ability to sell large quantities of merchandise through a geographically diverse
network of stores gives us unparalleled access to many leading consumer brands.
We rely heavily on sophisticated, internally developed inventory controls
that permit a virtually continuous flow of merchandise into our stores. For
example, highly automated storage and distribution systems track, allocate and
deliver an average of 12,000 items per week to each T.J. Maxx and Marshalls
store. In addition, specialized computer inventory planning, purchasing
3
<PAGE> 4
and monitoring systems, coupled with warehouse storage, processing, handling
and shipping systems, permit a continuous evaluation and rapid replenishment of
store inventory. Pricing, markdown decisions and store inventory replenishment
requirements are determined centrally, using satellite-transmitted information
provided by point-of-sale computer terminals. This process is designed to
achieve rapid in-store inventory turnover and sell substantially all merchandise
within targeted selling periods.
During the fiscal year ended January 27, 2001, we derived 90.0% of our
sales from the United States (31.4% from the Northeast, 16.6% from the Midwest,
27.9% from the South, 1.0% from the Central Plains, 13.1% from the West), 5.9%
from Canada and 4.1% from Europe (primarily the United Kingdom).
Unless otherwise indicated, all store information is as of January 27,
2001. All references to store square footage are to gross square feet. Fiscal
2001 means the fiscal year ended January 27, 2001. Fiscal 2002 means the fiscal
year ending January 26, 2002. Our business is subject to seasonal influences,
which causes us generally to realize higher levels of sales and income in the
second half of the year. This is common in the apparel retail business.
T.J. MAXX AND MARSHALLS
-----------------------
T.J. Maxx is the largest off-price retailer in the United States, with 661
stores in 47 states. Marshalls is the second-largest off-price retailer in the
United States, with 522 stores in 38 states as well as 13 stores in Puerto Rico.
We have successfully maintained the separate identities of the T.J. Maxx and
Marshalls stores through merchandising, marketing and store appearance. This has
encouraged our customers to shop at both chains.
T.J. Maxx and Marshalls sell quality brand name merchandise at prices
generally 20%-60% below department and specialty store regular prices. Both
chains offer family apparel, accessories, giftware and domestics. While T.J.
Maxx also offers women's shoes and fine jewelry, Marshalls also offers a
full-line shoe department and a larger men's department. T.J. Maxx and Marshalls
primarily target female customers who have families with middle to upper-middle
incomes and who generally fit the profile of a department or specialty store
shopper.
T.J. Maxx and Marshalls operate with a common buying and merchandising
organization and have consolidated administrative functions, including finance,
real estate, human resources and systems. The combined organization, known as
The Marmaxx Group, offers us increased leverage to purchase merchandise at
favorable prices and allows us to operate with a lower cost structure. These
advantages are key to our ability to sell quality, brand name merchandise at
substantial discounts from department and specialty store prices.
T.J. Maxx and Marshalls stores are generally located in suburban community
shopping centers. T.J. Maxx stores average approximately 29,000 square feet.
Marshalls stores average approximately 31,000 square feet. We currently expect
to add a net of 75 stores in fiscal 2002. Ultimately, we believe that T.J. Maxx
and Marshalls together can operate approximately 1,800 stores in the United
States.
4
<PAGE> 5
WINNERS
-------
Winners is the leading off-price retailer in Canada, offering off-price
designer and brand name women's apparel and shoes, lingerie, accessories,
domestics, giftware, menswear and children's clothing. In fiscal 2001, selected
stores added fine jewelry departments. Winners stores average approximately
27,000 square feet. Winners expects to add 15 stores in fiscal 2002. Ultimately,
we believe the Canadian market can support approximately 180 Winners stores.
Winners anticipates opening our first seven HomeSense stores, in Canada, in
fiscal 2002. HomeSense, a concept dedicated to home fashions, capitalizes on the
wide customer acceptance of Winners as well as our strength in home product. We
believe that Canada could support 60 to 80 HomeSense stores in the long term.
T.K. MAXX
---------
T.K. Maxx is the only major off-price retailer in any European country.
T.K. Maxx utilizes the same off-price strategies employed by T.J. Maxx,
Marshalls and Winners and offers the same type of merchandise. The average size
of a T.K. Maxx store is approximately 26,000 square feet. T.K. Maxx opened 20
stores in fiscal 2001, ending the year with 74 stores in the United Kingdom,
Ireland and the Netherlands. Although our T.K. Maxx stores have performed
strongly in the U.K. and Ireland, our stores in the Netherlands have not met our
expectations. As a result, we will be closing our three Netherlands stores in
early fiscal 2002. This will allow T.K. Maxx to focus on growth in the U.K. and
Ireland. We currently expect to add a total of 30 stores in these countries in
fiscal 2002. We believe that the U.K. and Ireland can support approximately 250
stores in the long term. We also continue to see the European continent as a
viable longer-term growth opportunity for T.K. Maxx that could ultimately
support as many as 300 additional stores.
HOMEGOODS
---------
HomeGoods was the first off-price retail chain to focus exclusively on the
home fashions market. HomeGoods offers a broad array of giftware, accent
furniture, lamps, rugs, accessories and seasonal merchandise for the home. Many
of the HomeGoods stores are stand-alone stores. We also combine HomeGoods stores
with a T.J. Maxx or Marshalls store in a superstore format that we call T.J.
Maxx 'N More or Marshalls Mega-Stores. Stand-alone HomeGoods stores average
approximately 30,000 square feet. In superstores, which average approximately
53,000 square feet, we dedicate approximately 22,000 square feet to HomeGoods.
The 81 stores open at year-end included 45 stand-alone stores and 36
superstores. In fiscal 2002, we anticipate adding a total of 30 HomeGoods
stores, including superstores. We believe that the U.S. market could support
approximately 500 freestanding HomeGoods stores and 150 superstores in the long
term.
A.J. WRIGHT
-----------
A.J. Wright, a young chain launched in fiscal 1999, brings our off-price
concept to a different demographic customer, the moderate income shopper. A.J.
Wright stores offer branded family
5
<PAGE> 6
apparel, accessories, shoes, domestics, giftware and special situation
purchases. We opened 10 A.J. Wright stores in fiscal 2001 and operated 25 stores
at fiscal year end. A.J. Wright stores average approximately 27,000 square feet.
We currently expect to open 20 A.J. Wright stores in fiscal 2002. We believe
this developing business offers us the long-term opportunity to open over 1,000
stores throughout the United States.
6
<PAGE> 7
We operated stores in the following locations as of January 27, 2001:
T.J. Maxx Marshalls HomeGoods A.J.Wright
- -------------------------------------------------------------------------
Alabama 12 4 - -
Arizona 9 5 - -
Arkansas 5 - - -
California 48 74 3 -
Colorado 10 6 - -
Connecticut 24 20 6 2
Delaware 3 3 - -
District of Columbia 1 - - -
Florida 50 42 8 -
Georgia 28 20 2 -
Idaho 1 - - -
Illinois 33 36 7 -
Indiana 9 4 - -
Iowa 4 1 - -
Kansas 4 3 - -
Kentucky 9 2 2 -
Louisiana 6 5 - -
Maine 5 1 2 -
Maryland 9 15 1 2
Massachusetts 43 40 14 9
Michigan 30 11 2 3
Minnesota 12 10 1 -
Mississippi 5 - - -
Missouri 9 7 - -
Montana 1 - - -
Nebraska 2 1 - -
Nevada 4 4 - -
New Hampshire 11 7 3 -
New Jersey 16 31 4 1
New Mexico 2 - - -
New York 41 39 5 -
North Carolina 20 15 1 -
North Dakota 3 - - -
Ohio 35 10 5 -
Oklahoma 3 1 - -
Oregon 5 3 - -
Pennsylvania 33 20 3 3
Puerto Rico - 13 2 -
Rhode Island 5 3 2 2
South Carolina 11 7 1 -
South Dakota 1 - - -
Tennessee 17 8 - -
Texas 29 34 - -
Utah 5 - - -
Vermont 2 - 1 -
Virginia 25 20 1 3
Washington 9 4 - -
West Virginia 1 1 1 -
Wisconsin 11 5 4 -
--- --- -- --
Total Stores 661 535 81 25
=== === == ==
Winners operated 117 stores in Canada: 16 in Alberta, 4 in Manitoba, 59 in
Ontario, 17 in Quebec, 2 in Nova Scotia, 2 in Saskatchewan, 12 in British
Columbia, 3 in New Brunswick, 1 in Newfoundland and 1 on Prince Edward Island.
T.K. Maxx operated 69 stores in the United Kingdom, 2 stores in the Republic of
Ireland, and 3 in the Netherlands.
The HomeGoods store locations include the HomeGoods portion of a T.J. Maxx 'N
More or a Marshalls Mega-Store.
7
<PAGE> 8
EMPLOYEES
---------
At January 27, 2001, we had approximately 77,000 employees, many of whom
work less than 40 hours per week. In addition, we hire temporary employees
during the peak back-to-school and holiday seasons.
COMPETITION
-----------
The retail apparel and home fashion business is highly competitive. Our
customers focus upon fashion, value, merchandise selection, brand name
recognition and, to a lesser degree, store location. In general, we compete to
some degree with any retailer that sells apparel and home fashions. This
includes warehouse clubs, home fashion specialty stores, catalog operations, and
factory outlet stores. We primarily compete with local, regional and national
department stores, specialty stores and off-price chains. In addition, we
purchase much of our inventory opportunistically and compete for that
merchandise with other national and regional off-price apparel and outlet
stores. Many of our competitors handle identical or similar lines of merchandise
and have comparable locations.
CREDIT
------
Our stores operate primarily on a cash-and-carry basis. Each chain accepts
credit sales through programs offered by banks and others.
BUYING AND DISTRIBUTION
-----------------------
We operate a single centralized buying organization that services the T.J.
Maxx and Marshalls chains while each of our other chains has its own centralized
buying organization. All of our chains are serviced through their own
distribution networks.
SAFE HARBOR STATEMENTS UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
------------------------------------------------
Various statements made in this annual report, including some of the
statements made under Item 1, "Business," Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and Item 8,
"Financial Statements and Supplementary Data," are forward-looking and involve a
number of risks and uncertainties. All statements that address activities,
events or developments that we intend, expect or believe may occur in the future
are forward-looking statements. The following are some of the factors that could
cause actual results to differ materially from the forward-looking statements:
- - general economic conditions and consumer demand and preferences;
- - weather patterns in areas where we have concentrations of stores;
- - competitive factors, including pressure from pricing and promotional
activities of competitors;
- - the impact of excess retail capacity and the availability of desirable
store and distribution center locations on suitable terms;
- - recruiting quality sales associates;
- - the availability, selection and purchasing of attractive merchandise on
favorable terms;
8
<PAGE> 9
- - potential disruptions in supply and duties, tariffs and quotas on imported
merchandise, as well as economic and political problems in countries from
which merchandise is imported;
- - currency and exchange rate factors in foreign operations;
- - expansion of our store base, development of new businesses and application
of our off-price strategies in foreign countries; our acquisition and
divestiture activities.
We do not undertake to publicly update or revise our forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
ITEM 2. PROPERTIES
We lease virtually all of our store locations, generally for 10 years with
an option to extend the lease for one or more 5 year periods. We have the right
to terminate some of these leases before the expiration date under specified
circumstances and for a specified payment.
The following is a summary of our primary distribution centers and
administration office locations as of January 27, 2001. Square footage
information for the distribution centers represents total "ground cover" of the
facility. Square footage information for office space represents total space
occupied:
<TABLE>
<CAPTION>
DISTRIBUTION CENTERS
- --------------------
<S> <C> <C>
T.J. Maxx Worcester, Massachusetts (500,000 s.f. - owned)
Evansville, Indiana (983,000 s.f. - owned)
Las Vegas, Nevada (713,000 s.f. shared with
Marshalls - owned)
Charlotte, North Carolina (600,000 s.f. - owned)
Marshalls Decatur, Georgia (780,000 s.f. - owned
and 189,000 s.f. - leased)
Woburn, Massachusetts (474,000 s.f. - leased)
Bridgewater, Virginia (546,000 s.f. - leased)
Winners Brampton, Ontario (506,000 s.f. - leased)
Mississauga, Ontario (329,000 s.f. - leased)
HomeGoods Mansfield, Massachusetts (204,000 s.f. - leased)
T.K. Maxx Milton Keynes, England (108,000 s.f. - leased)
Wakefield, England (140,000 s.f. - leased)
A.J. Wright Fall River, Massachusetts (301,000 s.f. - owned)
OFFICE SPACE
- ------------
TJX, T.J. Maxx, Marshalls, Framingham, Massachusetts (862,000 s.f. - leased in
HomeGoods, A.J. Wright several buildings)
Winners Mississauga, Ontario (77,000 s.f. - leased)
T.K. Maxx Watford, England (41,000 s.f. - leased)
</TABLE>
9
<PAGE> 10
Subsequent to fiscal year-end, Marmaxx signed leases for 86,000 square feet
of additional space near its Woburn, Massachusetts facility and 126,000 square
feet of additional space near its Bridgewater, Virginia facility. HomeGoods
signed a lease for 140,000 square feet of additional space in Mansfield,
Massachusetts. In addition, during fiscal 2002, Marmaxx expects to open a
1,000,000 square foot leased facility in Philadelphia and HomeGoods expects to
open an 800,000 square foot leased facility in Indianapolis.
The table below indicates the approximate average store size as well as the
gross square footage of stores and distribution centers, by division, as of
January 27, 2001.
Total Square Feet
----------------------------
(In Thousands)
Average Distribution
Store Size Stores Centers
---------- ------ ------------
T.J. Maxx 29,000 19,397 2,796
Marshalls 31,000 16,668 1,989
Winners 27,000 3,195 835
HomeGoods* 26,000 2,135 204
T.K. Maxx 26,000 1,917 248
A.J. Wright 27,000 667 301
------ -----
Total 43,979 6,373
====== =====
* A HomeGoods stand-alone store averages 30,000 square feet, while the
HomeGoods portion of a superstore format averages 22,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending against TJX or any of its subsidiaries
which TJX believes is material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There was no matter submitted to a vote of TJX's security holders
during the fourth quarter of fiscal 2001.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Office and Employment
Name Age During Last Five Years
- ---- --- ----------------------
Arnold Barron 53 Executive Vice President, Chief Operating Officer of
The Marmaxx Group since 2000. Senior Vice President,
Group Executive of TJX from 1996 to 2000. Senior Vice
President, General Merchandise Manager of the T.J.
Maxx Division from 1993 to 1996; Senior Vice
President, Director of Stores, 1984 to 1993; various
store operation positions with TJX, 1979 to 1984.
10
<PAGE> 11
Bernard Cammarata 61 Chairman of the Board since June 1999 and Chief
Executive Officer of TJX from 1989 to April 2000.
President of TJX 1989 to 1999 and Chairman of TJX's
T.J. Maxx Division from 1986 to 1995 and of The
Marmaxx Group from 1995 to April 2000. Executive Vice
President of TJX from 1986 to 1989; President, Chief
Executive Officer and a Director of TJX's former TJX
subsidiary from 1987 to 1989 and President of TJX's
T.J. Maxx Division from 1976 to 1986.
Donald G. Campbell 49 Executive Vice President - Finance since 1996 and
Chief Financial Officer of TJX since 1989. Senior Vice
President - Finance, from 1989 to 1996. Senior
Financial Executive of TJX, 1988 to 1989; Senior Vice
President - Finance and Administration, Zayre Stores
Division, 1987 to 1988; Vice President and Corporate
Controller of TJX, 1985 to 1987; various financial
positions with TJX, 1973 to 1985.
Edmond J. English 48 Chief Executive Officer of TJX effective April 2000
and President and Director of TJX since June 1999.
Chairman of The Marmaxx Group from 2000 to 2001. Chief
Operating Officer from 1999 to 2000, Senior Vice
President and Group Executive from 1998 to 1999;
Executive Vice President, Merchandising, Planning and
Allocation of The Marmaxx Group from 1997 to 1998;
Senior Vice President, Merchandising from 1995 to
1997; Vice President, Senior Merchandise Manager of
the T.J. Maxx Division from 1991 to 1995; and has held
various merchandising positions with TJX, from 1983 to
1991.
Richard Lesser 66 Executive Vice President of TJX since 1991, Chief
Operating Officer of TJX from 1994 to 1999, Director
of TJX since 1995, Chairman of The Marmaxx Group since
2001, President of The Marmaxx Group 1995 to 2001,
Senior Vice President of TJX 1989 to 1991 and
President of the T.J. Maxx Division from 1986 to 1994.
Senior Executive Vice President - Merchandising and
Distribution 1986; Executive Vice President - General
Merchandise Manager 1984 to 1986; Senior Vice
President - General Merchandise Manager 1981 to 1984.
Peter A. Maich 53 Executive Vice President, Group Executive of TJX since
2000. Executive Vice President, Merchandising, The
Marmaxx Group from 1996 to 2000; President of the T.J.
Maxx Division, 1994 to 1996; various senior
merchandising and operations positions at T.J. Maxx
from 1985 to 1994.
Carol Meyrowitz 46 Executive Vice President of TJX and President of The
Marmaxx Group since 2001. Executive Vice President,
Merchandising, The Marmaxx Group 2000 to 2001 and
Senior Vice President, Merchandising 1999 to 2000.
Executive Vice President, Merchandising, Chadwick's of
Boston, Ltd. from 1996 to 1999; Senior Vice President,
11
<PAGE> 12
Merchandising from 1991 to 1996 and Vice President,
Merchandising from 1989 to 1991. Vice President,
Division Merchandise Manager, Hit or Miss from 1987 to
1989.
Alex Smith 48 Executive Vice President, Group Executive,
International, of TJX since 2001. Managing Director of
T.K. Maxx from 1995 to 2001. Managing Director of Lane
Crawford from 1994 to 1995. Managing Director of Owen
Owen plc from 1990 to 1993 and Merchandise Director
from 1987 to 1990.
All officers hold office until the next annual meeting of the Board in June
2001 and until their successors are elected, or appointed, and qualified.
12
<PAGE> 13
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SECURITY HOLDER MATTERS
The information required by this Item is incorporated herein by
reference from page 44 of the Annual Report, under the caption "Price
Range of Common Stock," and from inside the back-cover of the Annual
Report, under the caption "Shareholder Information."
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by
reference from page 17 of the Annual Report, under the caption
"Selected Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by
reference from pages 38 through 44 of the Annual Report, under the
caption "Management's Discussion and Analysis of Results of Operations
and Financial Condition."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
TJX is exposed to foreign currency exchange rate risk on its
investment in its Canadian (Winners) and European (T.K. Maxx)
operations. As more fully described in the notes to the consolidated
financial statements, we hedge a significant portion of our net
investment and certain merchandise commitments in these operations
with derivative financial instruments. TJX enters into derivative
contracts only when there is an underlying economic exposure. TJX
utilizes currency forward and swap contracts, designed to offset the
gains or losses in the underlying exposures, most of which are
recorded directly in shareholders' equity. The contracts are executed
with creditworthy banks and are denominated in currencies of major
industrial countries. We have performed a sensitivity analysis
assuming a hypothetical 10% adverse movement in foreign exchange rates
applied to the hedging contracts and the underlying exposures
described above. As of January 27, 2001 the analysis indicated that
such market movements would not have a material effect on our
consolidated financial position, results of operations or cash flows.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item and not filed with this report
as Financial Statement Schedules is incorporated herein by reference
from pages 18 through 36 of the Annual Report, under the captions;
"Consolidated Statements of Income," "Consolidated Balance Sheets,"
"Consolidated Statements of Cash Flows," "Consolidated Statements of
Shareholders' Equity," and "Notes to Consolidated Financial
Statements."
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
13
<PAGE> 14
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
TJX will file with the Securities and Exchange Commission a definitive
proxy statement no later than 120 days after the close of its fiscal
year ended January 27, 2001. The information required by this Item and
not given in Item 4A, under the caption "Executive Officers of the
Registrant," is incorporated by reference from pages 2 through 4 of
the Proxy Statement, under the caption "Election of Directors."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference
from pages 15 through 23 of the Proxy Statement, under the caption
"Executive Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference
from pages 7 through 8 of the Proxy Statement, under the caption
"Beneficial Ownership."
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Not Applicable.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENT SCHEDULES
The Financial Statements filed as part of this report are listed
and indexed at Page F-1.
(b) REPORTS ON FORM 8-K
TJX did not file any Current Reports on Form 8-K during the
fourth quarter of fiscal 2001.
(c) EXHIBITS
Listed below are all exhibits filed as part of this report. Some
exhibits are filed by the Registrant with the Securities and
Exchange Commission pursuant to Rule 12b-32 under the Securities
Exchange Act of 1934, as amended.
14
<PAGE> 15
Exhibit
No. Description of Exhibit
- ------- ----------------------
3(i).1 Fourth Restated Certificate of Incorporation is incorporated herein by
reference to Exhibit 99.1 to the Form 8-A/A filed September 9, 1999.
3(ii).1 The by-laws of TJX, as amended, are incorporated herein by reference
to Exhibit 99.2 to the Form 8-A/A filed September 9, 1999.
4.1 Credit Agreement dated as of September 18, 1997, together with
Amendment and Waiver Number 1 dated as of December 17, 1997, among the
financial institutions as lenders, The First National Bank of Chicago,
Bank of America National Trust and Savings Association, The Bank of
New York, BankBoston, N.A., certain parties as co-agents, and TJX is
incorporated herein by reference to Exhibit 4.1 to the Form 10-K filed
for the fiscal year ended January 31, 1998. Amendment No. 2 (entered
into as of June 23, 2000) to the Credit Agreement dated as of
September 18, 1997 is incorporated herein by reference to Exhibit 10.1
to the Form 10Q filed for the quarter ended July 29, 2000.
Each other instrument relates to securities the total amount of which
does not exceed 10% of the total assets of TJX and its subsidiaries on
a consolidated basis. TJX agrees to furnish to the Securities and
Exchange Commission copies of each such instrument not otherwise filed
herewith or incorporated herein by reference.
10.1 The Employment Agreement dated as of April 17, 2000 between Edmond J.
English and TJX is incorporated herein by reference to Exhibit 10.1 to
the Form 10Q filed for the quarter ended April 29, 2000. *
10.2 The Employment Agreement dated as of April 17, 2000 between Bernard
Cammarata and TJX is incorporated herein by reference to Exhibit 10.2
to the Form 10Q filed for the quarter ended April 29, 2000. *
10.3 The Amended and Restated Employment Agreement dated as of January 31,
1998 with Richard Lesser is incorporated herein by reference to
Exhibit 10.3 to the Form 10-K filed for the fiscal year ended January
31, 1998. *
10.4 The Amended and Restated Employment Agreement dated as of January 31,
1998 with Donald G. Campbell is incorporated herein by reference to
Exhibit 10.4 to the Form 10-K filed for the fiscal year ended January
31, 1998. *
10.5 The Employment Agreement and the Change of Control Severance Agreement
dated as of April 9, 1999 with Carol Meyrowitz is incorporated herein
by reference to Exhibit 10.5 to the Form 10-K filed for the fiscal
year ended January 29, 2000. *
10.6 The TJX Companies, Inc. Management Incentive Plan, as amended, is
incorporated herein by reference to Exhibit 10.2 to the Form 10-Q
filed for the quarter ended July 26, 1997. *
10.7 The 1982 Long Range Management Incentive Plan, as amended, is
incorporated herein by reference to Exhibit 10(h) to the Form 10-K
filed for the fiscal year ended January 29, 1994. *
15
<PAGE> 16
10.8 The 1986 Stock Incentive Plan, as amended through September 5, 2000,
is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q
filed for the quarter ended October 28, 2000. *
10.9 The TJX Companies, Inc. Long Range Performance Incentive Plan, as
amended, is incorporated herein by reference to Exhibit 10.3 to the
Form 10-Q filed for the quarter ended July 26, 1997. *
10.10 The General Deferred Compensation Plan (1998 Restatement) and related
First Amendment, effective January 1, 1999, are incorporated herein by
reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended
January 30, 1999. The related Second Amendment, effective January 1,
2000, is incorporated herein by reference to Exhibit 10.10 to the Form
10-K filed for the fiscal year ended January 29, 2000. *
10.11 The Supplemental Executive Retirement Plan, as amended, is
incorporated herein by reference to Exhibit 10(l) to the Form 10-K
filed for the fiscal year ended January 25, 1992. *
10.12 The Executive Savings Plan and related Amendments No. 1 and No. 2,
effective as of October 1, 1998, is incorporated herein by reference
to Exhibit 10.12 to the Form 10-K filed for the fiscal year ended
January 30, 1999. *
10.13 The 1993 Stock Option Plan for Non-Employee Directors, as amended on
April 13, 1999, is incorporated herein by reference to Exhibit 10.12
to the Form 10-K filed for the fiscal year ended January 30, 1999. *
10.14 The Deferred Stock Plan for Non-Employee Directors effective January
1, 1998 is incorporated herein by reference to Exhibit 10.2 to the
Form 10-K filed for the fiscal year ended January 31, 1998. *
10.15 The Agreement and the Form of the related Split Dollar Agreements
dated October 28, 1999 between TJX and Bernard Cammarata are
incorporated herein by reference to Exhibit 10.1 to the Form 10-Q
filed for the quarter ended October 31, 1999.*
10.16 The Agreement and the Form of the related Split Dollar Agreements
dated February 29, 2000 between TJX and Richard Lesser are
incorporated herein by reference to Exhibit 10.16 to the Form 10-K
filed for the fiscal year ended January 29, 2000. *
10.17 The form of Indemnification Agreement between TJX and each of its
officers and directors is incorporated herein by reference to Exhibit
10(r) to the Form 10-K filed for the fiscal year ended January 27,
1990. *
10.18 The Trust Agreement dated as of April 8, 1988 between TJX and State
Street Bank and Trust Company is incorporated herein by reference to
Exhibit 10(y) to the Form 10-K filed for the fiscal year ended January
30, 1988. *
10.19 The Trust Agreement dated as of April 8, 1988 between TJX and Fleet
Bank (formerly Shawmut Bank of Boston, N.A.) is incorporated herein by
reference to Exhibit 10(z) to the Form 10-K filed for the fiscal year
ended January 30, 1988. *
10.20 The TJX Rabbi Trust, dated as of April 9, 1997 between TJX and State
Street Bank and Trust Company is incorporated herein by reference to
Exhibit 10.17 to the Form 10-K filed for the fiscal year ended January
30, 1999. *
16
<PAGE> 17
10.21 The Trust Agreement for Executive Savings Plan dated as of October 6,
1998 between TJX and Fleet Financial Bank is incorporated herein by
reference to Exhibit 10.21 to the Form 10-K filed for the fiscal year
ended January 29, 2000. *
10.22 The Distribution Agreement dated as of May 1, 1989 between TJX and
HomeBase, Inc. (formerly Waban Inc.) is incorporated herein by
reference to Exhibit 3 to TJX's Current Report on Form 8-K dated June
21, 1989. The First Amendment to Distribution Agreement dated as of
April 18, 1997 between TJX and HomeBase, Inc. (formerly Waban Inc.) is
incorporated herein by reference to Exhibit 10.22 to the Form 10-K
filed for the fiscal year ended January 25, 1997.
10.23 The Indemnification Agreement dated as of April 18, 1997 by and
between TJX and BJ's Wholesale Club, Inc. is incorporated herein by
reference to Exhibit 10.23 to the Form 10-K filed for the fiscal year
ended January 25, 1997.
13 ANNUAL REPORT TO SECURITY HOLDERS:
Portions of the Annual Report to Stockholders for the fiscal year
ended January 27, 2001 are filed herewith.
21 SUBSIDIARIES:
A list of the Registrant's subsidiaries is filed herewith.
23 CONSENTS OF EXPERTS AND COUNSEL:
The Consent of PricewaterhouseCoopers LLP is contained on Page F-2 of
the Financial Statements filed herewith.
24 POWER OF ATTORNEY:
The Power of Attorney given by the Directors and certain Executive
Officers of TJX is filed herewith.
* Management contract or compensatory plan or arrangement.
17
<PAGE> 18
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE TJX COMPANIES, INC.
Dated: April 25, 2001
/s/ DONALD G. CAMPBELL
-----------------------------------
Donald G. Campbell
Executive Vice President - Finance
18
<PAGE> 19
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ EDMOND J. ENGLISH /s/ DONALD G. CAMPBELL
- -------------------------------- ---------------------------------
Edmond J. English, President Donald G. Campbell, Executive
and Principal Executive Officer Vice President - Finance,
and Director Principal Financial and
Accounting Officer
BERNARD CAMMARATA* JOHN M. NELSON*
- -------------------------------- ---------------------------------
Bernard Cammarata, Director John M. Nelson, Director
GARY L. CRITTENDEN* JOHN F. O'BRIEN*
- -------------------------------- ---------------------------------
Gary L. Crittenden, Director John F. O'Brien, Director
GAIL DEEGAN* ROBERT F. SHAPIRO*
- -------------------------------- ---------------------------------
Gail Deegan, Director Robert F. Shapiro, Director
DENNIS F. HIGHTOWER* WILLOW B. SHIRE*
- -------------------------------- ---------------------------------
Dennis F. Hightower, Director Willow B. Shire, Director
RICHARD LESSER* FLETCHER H. WILEY*
- -------------------------------- ---------------------------------
Richard Lesser, Director Fletcher H. Wiley, Director
ARTHUR F. LOEWY*
- --------------------------------
Arthur F. Loewy, Director
* By /s/ DONALD G. CAMPBELL
----------------------------
Donald G. Campbell
Dated: April 25, 2001 as attorney-in-fact
19
<PAGE> 20
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
THE TJX COMPANIES, INC.
FORM 10-K
ANNUAL REPORT
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For the Fiscal Years Ended
January 27, 2001, January 29, 2000
and January 30, 1999
<PAGE> 21
THE TJX COMPANIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For Fiscal Years Ended January 27, 2001, January 29, 2000 and
January 30, 1999
Report of Independent Accountants 37*
Consent of Independent Accountants F-2
Selected Quarterly Financial Data (Unaudited) 45*
Consolidated Financial Statements:
Consolidated Statements of Income for the fiscal years ended
January 27, 2001, January 29, 2000 and January 30, 1999 18*
Consolidated Balance Sheets as of January 27, 2001
and January 29, 2000 19*
Consolidated Statements of Cash Flows for the fiscal years
ended January 27, 2001, January 29, 2000 and January 30,
1999 20*
Consolidated Statements of Shareholders' Equity for the
fiscal years ended January 27, 2001, January 29, 2000 and
January 30, 1999 21*
Notes to Consolidated Financial Statements 22-36*
* Refers to page numbers in TJX's Annual Report to Stockholders for the
fiscal year ended January 27, 2001, certain portions of which pages are
incorporated by reference in Part II, Item 8 of this report as indicated.
F-1
<PAGE> 22
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-5501) and on Forms S-8 (Nos. 333-63293,
333-23613, 33-49747, and 333-35073) of The TJX Companies, Inc. of our report
dated February 27, 2001 relating to the financial statements, which appears in
the Annual Report to Shareholders, which is incorporated in this Annual Report
on Form 10-K.
Boston, Massachusetts
April 25, 2001 PricewaterhouseCoopers LLP
F-2
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
- ------- ----------------------
<S> <C>
13 Portions of the Annual Report to Stockholders for the fiscal
year ended January 27, 2001 are filed herewith.
21 A list of the Registrant's subsidiaries is filed herewith.
23 The Consent of PricewaterhouseCoopers LLP is contained on Page
F-2 of the Financial Statements filed herewith.
24 The Power of Attorney given by the Directors and certain
Executive Officers of the Company is filed herewith.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>b38205tcex13.txt
<DESCRIPTION>ANNUAL REPORT TO STOCKHOLDERS
<TEXT>
<PAGE> 1
EXHIBIT 13
THE TJX COMPANIES, INC.
Selected Financial Data (Continuing Operations)
<TABLE>
<CAPTION>
Dollars In Thousands Fiscal Year Ended January
------------------------------------------------------------------------------------
Except Per Share Amounts 2001 2000 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------------------
(53 weeks)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT AND PER SHARE DATA:
Net sales $ 9,579,006 $ 8,795,347 $ 7,949,101 $ 7,389,069 $ 6,689,410
Income from continuing operations
before extraordinary item
and cumulative effect of
accounting change $ 538,066 $ 526,822 $ 433,202 $ 306,592 $ 213,826
Weighted average common
shares for diluted earnings
per share calculation 289,196,228 317,790,764 334,647,950 349,612,184 350,650,100
Diluted earnings per share from
continuing operations before
extraordinary item and cumulative
effect of accounting change $ 1.86 $ 1.66 $ 1.29 $ .88 $ .61
Cash dividends declared per share $ .16 $ .14 $ .12 $ .10 $ .07
BALANCE SHEET DATA:
Cash and cash equivalents $ 132,535 $ 371,759 $ 461,244 $ 404,369 $ 474,732
Working capital 493,188 513,376 629,247 622,240 588,868
Total assets 2,932,283 2,804,963 2,747,846 2,609,632 2,506,761
Capital expenditures 257,005 238,569 207,742 192,382 119,153
Long-term debt 319,372 319,367 220,344 221,024 244,410
Shareholders' equity 1,218,712 1,119,228 1,220,656 1,164,092 1,127,186
OTHER FINANCIAL DATA:
After-tax return on average
shareholders' equity 46.0% 45.0% 36.3% 26.8% 22.6%
Total debt as a percentage
of total capitalization (1) 22.7% 27.3% 15.3% 17.3% 19.4%
STORES IN OPERATION AT YEAR-END:
T.J. Maxx 661 632 604 580 578
Marshalls 535 505 475 461 454
Winners 117 100 87 76 65
T.K. Maxx 74 54 39 31 18
HomeGoods 81 51 35 23 21
A.J. Wright 25 15 6 -- --
------------ ------------ ------------ ------------ ------------
Total 1,493 1,357 1,246 1,171 1,136
============ ============ ============ ============ ============
</TABLE>
(1) Total capitalization includes shareholders' equity and short and long-term
debt, including current installments.
17
<PAGE> 2
THE TJX COMPANIES, INC.
Consolidated Statements of Income
<TABLE>
<CAPTION>
Fiscal Year Ended
--------------------------------------------------
January 27, January 29, January 30,
Dollars In Thousands Except Per Share Amounts 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 9,579,006 $ 8,795,347 $ 7,949,101
------------- ------------- -------------
Cost of sales, including buying and occupancy costs 7,188,124 6,579,400 5,957,415
Selling, general and administrative expenses 1,503,036 1,354,665 1,285,988
Interest expense, net 22,904 7,345 1,686
------------- ------------- -------------
Income from continuing operations before income taxes
and cumulative effect of accounting change 864,942 853,937 704,012
Provision for income taxes 326,876 327,115 270,810
------------- ------------- -------------
Income from continuing operations before
cumulative effect of accounting change 538,066 526,822 433,202
(Loss) from discontinued operations, net of income taxes -- -- (9,048)
------------- ------------- -------------
Income before cumulative effect of accounting change 538,066 526,822 424,154
Cumulative effect of accounting change, net of income taxes -- (5,154) --
------------- ------------- -------------
Net income 538,066 521,668 424,154
Preferred stock dividends -- -- 3,523
------------- ------------- -------------
Net income available to common shareholders $ 538,066 $ 521,668 $ 420,631
============= ============= =============
BASIC EARNINGS PER SHARE:
Income from continuing operations before
cumulative effect of accounting change $ 1.87 $ 1.67 $ 1.35
Net income $ 1.87 $ 1.66 $ 1.32
Weighted average common shares -- basic 287,440,637 314,577,145 318,073,081
DILUTED EARNINGS PER SHARE:
Income from continuing operations before
cumulative effect of accounting change $ 1.86 $ 1.66 $ 1.29
Net income $ 1.86 $ 1.64 $ 1.27
Weighted average common shares -- diluted 289,196,228 317,790,764 334,647,950
Cash dividends declared per share $ .16 $ .14 $ .12
</TABLE>
The accompanying notes are an integral part of the financial statements.
18
<PAGE> 3
THE TJX COMPANIES, INC.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
January 27, January 29,
In Thousands 2001 2000
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 132,535 $ 371,759
Accounts receivable 61,845 55,461
Merchandise inventories 1,452,877 1,229,587
Prepaid expenses and other current assets 74,690 43,758
----------- -----------
Total current assets 1,721,947 1,700,565
----------- -----------
Property at cost:
Land and buildings 133,714 116,005
Leasehold costs and improvements 704,011 622,962
Furniture, fixtures and equipment 984,848 849,932
----------- -----------
1,822,573 1,588,899
Less accumulated depreciation and amortization 914,590 754,314
----------- -----------
907,983 834,585
----------- -----------
Other assets 69,976 55,826
Deferred income taxes, net 47,391 23,143
Goodwill and tradename, net of amortization 184,986 190,844
----------- -----------
Total Assets $ 2,932,283 $ 2,804,963
=========== ===========
LIABILITIES
Current liabilities:
Current installments of long-term debt $ 73 $ 100,359
Short-term debt 39,000 --
Accounts payable 645,672 615,671
Accrued expenses and other current liabilities 544,014 471,159
----------- -----------
Total current liabilities 1,228,759 1,187,189
----------- -----------
Other long-term liabilities 165,440 179,179
Long-term debt, exclusive of current installments 319,372 319,367
Commitments and contingencies -- --
SHAREHOLDERS' EQUITY
Common stock, authorized 1,200,000,000 shares, par value $1,
issued and outstanding 280,378,675 and 299,979,363 shares, respectively 280,379 299,979
Additional paid-in capital -- --
Accumulated other comprehensive income (loss) (3,288) (1,433)
Retained earnings 941,621 820,682
----------- -----------
Total shareholders' equity 1,218,712 1,119,228
----------- -----------
Total Liabilities and Shareholders' Equity $ 2,932,283 $ 2,804,963
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
19
<PAGE> 4
THE TJX COMPANIES, INC.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 538,066 $ 521,668 $ 424,154
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss from discontinued operations -- -- 9,048
Cumulative effect of accounting change -- 5,154 --
Depreciation and amortization 175,781 160,466 136,469
Property disposals and impairments 4,559 4,624 6,037
Tax benefit of employee stock options 15,941 11,736 13,821
Deferred income tax (benefit) provision (24,235) 1,790 (19,902)
Changes in assets and liabilities:
(Increase) in accounts receivable (6,501) (8,137) (6,639)
(Increase) decrease in merchandise inventories (232,031) (26,856) 2,340
(Increase) in prepaid expenses and other current assets (12,083) (15,519) (1,130)
Increase (decrease) in accounts payable 34,158 (2,747) 35,528
Increase (decrease) in accrued expenses
and other liabilities 69,134 (35,673) 49,174
Other, net (6,026) (21,282) (6,451)
--------- --------- ---------
Net cash provided by operating activities 556,763 595,224 642,449
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (257,005) (238,569) (207,742)
Issuance of note receivable (23,100) (5,848) --
Proceeds from sale of other assets 9,183 -- 9,421
--------- --------- ---------
Net cash (used in) investing activities (270,922) (244,417) (198,321)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings of short-term debt, net 39,000 -- --
Proceeds from borrowings of long-term debt -- 198,060 --
Principal payments on long-term debt (100,203) (695) (23,360)
Proceeds from sale and issuance of common stock, net 26,101 9,312 13,942
Cash payments for repurchase of common stock (444,105) (604,560) (337,744)
Cash dividends paid (44,693) (42,739) (40,411)
--------- --------- ---------
Net cash (used in) financing activities (523,900) (440,622) (387,573)
--------- --------- ---------
Effect of exchange rate changes on cash (1,165) 330 320
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents (239,224) (89,485) 56,875
Cash and cash equivalents at beginning of year 371,759 461,244 404,369
--------- --------- ---------
Cash and cash equivalents at end of year $ 132,535 $ 371,759 $ 461,244
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
20
<PAGE> 5
THE TJX COMPANIES, INC.
Consolidated Statements of Shareholders' Equity
<TABLE>
<CAPTION>
Accumulated
Preferred Common Additional Other
Stock Stock, Par Paid-in Comprehensive Retained
In Thousands Face Value Value $1 Capital Income (Loss) Earnings Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 31, 1998 $ 72,730 $ 159,901 $ 198,736 $ 3,317 $ 729,408 $ 1,164,092
Comprehensive income:
Net income -- -- -- -- 424,154 424,154
Foreign currency translation -- -- -- 152 -- 152
Reclassification of prior
unrealized gain on securities -- -- -- (4,998) -- (4,998)
-----------
Total comprehensive income 419,308
Cash dividends declared:
Preferred stock -- -- -- -- (3,523) (3,523)
Common stock -- -- -- -- (38,134) (38,134)
Conversion of Series E cumulative
convertible preferred stock into
common stock (72,730) 14,682 58,048 -- -- --
Common stock repurchased -- (12,998) (187,859) -- (149,462) (350,319)
Stock split, two - for - one -- 158,954 (96,555) -- (62,399) --
Issuance of common stock under stock
incentive plans and related tax
benefits -- 1,602 27,630 -- -- 29,232
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, JANUARY 30, 1999 -- 322,141 -- (1,529) 900,044 1,220,656
Comprehensive income:
Net income -- -- -- -- 521,668 521,668
Foreign currency translation -- -- -- 229 -- 229
Unrealized (loss) on securities -- -- -- (133) -- (133)
-----------
Total comprehensive income 521,764
Cash dividends declared on common stock -- -- -- -- (43,716) (43,716)
Common stock repurchased -- (23,578) (20,368) -- (557,314) (601,260)
Issuance of common stock under stock
incentive plans and related tax
benefits -- 1,416 20,368 -- -- 21,784
----------- ----------- ----------- ----------- --------- -----------
BALANCE, JANUARY 29, 2000 -- 299,979 -- (1,433) 820,682 1,119,228
Comprehensive income:
Net income -- -- -- -- 538,066 538,066
Foreign currency translation -- -- -- (313) -- (313)
Minimum pension liability adjustment -- -- -- (1,675) -- (1,675)
Reclassification of prior unrealized
loss on securities -- -- -- 133 -- 133
-----------
Total comprehensive income 536,211
Cash dividends declared on common
stock -- -- -- -- (45,266) (45,266)
Common stock repurchased -- (22,233) (40,736) -- (371,861) (434,830)
Issuance of common stock under stock
incentive plans and related tax
benefits -- 2,633 40,736 -- -- 43,369
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, JANUARY 27, 2001 $ -- $ 280,379 $ -- $ (3,288) $ 941,621 $ 1,218,712
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
21
<PAGE> 6
THE TJX COMPANIES, INC.
Notes to Consolidated Financial Statements
SUMMARY OF ACCOUNTING POLICIES
BASIS OF PRESENTATION: The consolidated financial statements of The TJX
Companies, Inc. (TJX) include the financial statements of all TJX's wholly owned
subsidiaries, including its foreign subsidiaries. All intercompany transactions
have been eliminated in consolidation. The notes pertain to continuing
operations except where otherwise noted.
FISCAL YEAR: TJX's fiscal year ends on the last Saturday in January. The fiscal
years ended January 27, 2001, January 29, 2000 and January 30, 1999 each
included 52 weeks.
USE OF ESTIMATES: The preparation of the financial statements, in conformity
with generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent liabilities, at the date of the
financial statements as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION: TJX records revenue at the time of sale and delivery of
merchandise to the customer, net of a reserve for estimated returns.
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS: TJX generally considers
highly liquid investments with an initial maturity of three months or less to be
cash equivalents. TJX's investments are primarily high-grade commercial paper,
institutional money market funds and time deposits with major banks. The fair
value of cash equivalents approximates carrying value. During September 1999,
TJX received 693,537 common shares of Manulife Financial Corporation (Manulife).
The shares reflect ownership interest in the demutualized insurer due to
policies held by TJX. These securities were recorded at market value upon
receipt resulting in an $8.5 million pre-tax gain. TJX classified the Manulife
common shares as available-for-sale at January 29, 2000 and included them in
other current assets on the balance sheets. During fiscal 2001, TJX sold the
Manulife shares for $9.2 million and realized a gain of $722,000. In years prior
to fiscal 2000, TJX also held available-for-sale marketable securities received
as proceeds from the sale of its former Chadwick's of Boston division (see Note
B). Available-for-sale securities are stated at fair market value with
unrealized gains or losses, net of income taxes, included as a component of
accumulated other comprehensive income (loss). Realized gains or losses are
included in net income when the securities are sold or disposed of, resulting in
a related reclassification adjustment to accumulated other comprehensive income
(loss).
MERCHANDISE INVENTORIES: Inventories are stated at the lower of cost or market.
TJX uses the retail method for valuing inventories on the first-in first-out
basis.
CAPITALIZED INTEREST: TJX capitalizes interest on borrowings during the active
construction period of major capital projects. Capitalized interest is added to
the cost of the related assets. TJX capitalized interest of $311,000 in fiscal
2001 and $483,000 in fiscal 1999. No interest was capitalized in fiscal 2000.
DEPRECIATION AND AMORTIZATION: For financial reporting purposes, TJX provides
for depreciation and amortization of property by the use of the straight-line
method over the estimated useful lives of the assets. Buildings are depreciated
over 33 years, leasehold costs and improvements are generally amortized over the
lease term or their estimated useful life, whichever is shorter, and furniture,
fixtures and equipment are depreciated over 3 to 10 years. Depreciation and
amortization expense for property was $169.1 million for fiscal year 2001,
$154.2 million for fiscal year 2000 and $130.4 million for fiscal year 1999.
Maintenance and repairs are charged to expense as incurred. Significant costs
incurred for internally developed software are capitalized and depreciated over
three to five years. Upon retirement or sale, the cost of disposed assets and
the related accumulated depreciation are eliminated and any gain or loss is
included in net income. Debt discount and related issue expenses are amortized
to interest expense over the lives of the related debt issues. Pre-opening costs
are expensed as incurred.
GOODWILL AND TRADENAME: Goodwill is primarily the excess of the purchase price
incurred over the carrying value of the minority interest in TJX's former
83%-owned subsidiary. The minority interest was acquired pursuant to TJX's
fiscal 1990 restructuring. In addition, goodwill includes the excess of cost
over the estimated fair market value of the net assets of Winners acquired by
TJX in fiscal 1991. Goodwill, net of amortization, totaled $74.1 million and
$76.8 million as of January 27, 2001 and January 29, 2000, respectively, and is
being
22
<PAGE> 7
THE TJX COMPANIES, INC.
amortized over 40 years on a straight-line basis. Annual amortization of
goodwill was $2.6 million in fiscal years 2001, 2000 and 1999. Cumulative
amortization as of January 27, 2001 and January 29, 2000 was $30.3 million and
$27.7 million, respectively.
Tradename is the value assigned to the name "Marshalls" as a result of TJX's
acquisition of the Marshalls chain on November 17, 1995. The value of the
tradename was determined by the discounted present value of assumed after-tax
royalty payments, offset by a reduction for its pro-rata share of the total
negative goodwill acquired. The final purchase price allocated to the tradename,
including a reduction for a pro-rata share of reserve adjustments recorded in
fiscal 2000 and fiscal 1998, amounted to $128.3 million. The tradename is being
amortized over 40 years. Amortization expense was $3.2 million for fiscal years
2001, 2000 and 1999. Cumulative amortization was $17.4 million as of January 27,
2001 and $14.2 million as of January 29, 2000.
IMPAIRMENT OF LONG-LIVED ASSETS: TJX periodically reviews the value of its
property and intangible assets in relation to the current and expected operating
results of the related business segments in order to assess whether there has
been a permanent impairment of their carrying values. An impairment exists when
the undiscounted cash flow of an asset is less than the carrying cost of that
asset. TJX recorded an impairment loss of $3.1 million in fiscal 2001 as a
component of the $6.3 million estimated cost of closing its three T.K. Maxx
stores in the Netherlands.
ADVERTISING COSTS: TJX expenses advertising costs as incurred. Advertising
expense was $121.8 million for fiscal year 2001, $114.7 million for fiscal year
2000, and $106.4 million for fiscal year 1999.
EARNINGS PER SHARE: All earnings per share amounts discussed refer to diluted
earnings per share unless otherwise indicated. All historical earnings per share
amounts reflect the June 1998 two-for-one stock split.
FOREIGN CURRENCY TRANSLATION: TJX's foreign assets and liabilities are
translated at the year-end exchange rate. Activity of the foreign operations
that impact the statements of income and cash flows are translated at the
average exchange rates prevailing during the year. A large portion of TJX's net
investment in foreign operations is hedged with foreign currency swap agreements
and forward contracts. The translation adjustments associated with the foreign
operations and the related hedging instruments are included in shareholders'
equity as a component of accumulated other comprehensive income (loss).
Cumulative foreign currency translation adjustments, net, included in
shareholders' equity amounted to losses of $1.6 million as of January 27, 2001
and $1.3 million as of January 29, 2000.
NEW ACCOUNTING STANDARDS (UNAUDITED): During 1998, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 133, "Accounting for Derivative Instruments and Hedging Activities." This
Statement, as amended, established accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This Statement requires that an
entity recognize all derivatives as either assets or liabilities in the
statements of financial position and measure those instruments at fair value.
This Statement also requires that companies recognize adjustments to the fair
value of derivatives in earnings when they occur, if they do not qualify for
hedge accounting. For derivatives that qualify for hedge accounting, changes in
the fair value of the derivatives can be recognized currently in earnings, along
with an offsetting adjustment against the basis of the underlying hedged item,
or can be deferred in accumulated other comprehensive income.
This Statement will affect the accounting for TJX's hedging contracts as
described in Note D to the consolidated financial statements. As described in
Note D, TJX periodically enters into forward foreign currency exchange contracts
to hedge certain merchandise purchase commitments and to hedge its net
investment in foreign subsidiaries. Through January 27, 2001, TJX applied hedge
accounting to these contracts. TJX adopted SFAS No. 133 at the beginning of its
first quarter for fiscal 2002. Upon adoption of SFAS No. 133 TJX elected not to
apply the hedge accounting rules to its merchandise related contracts even
though these contracts effectively function as an economic hedge of the
underlying exposure. Thus, the changes in fair value of the inventory related
contracts will impact earnings in the period of change. TJX will continue to
apply hedge accounting on its net investment hedge contracts and changes in fair
value of these contracts will continue to be recorded in accumulated other
comprehensive income.
In accordance with SFAS No. 133, the fair value of all of TJX's hedge
contracts amounted to a net asset of $10 million, most of which are for the net
investment hedge contracts. The carrying value of all its hedging contracts,
before adoption, was $12 million and thus TJX recorded a charge to accumulated
other comprehensive income for the cumulative effect of an accounting change of
$2 million effective January 28, 2001.
RECLASSIFICATIONS: Certain amounts in prior years' financial statements have
been reclassified for comparative purposes. Significant reclassifications
include certain liabilities on the balance sheets and the cash flow presentation
of the tax benefit from exercise of stock options as well as the effect on cash
of foreign currency exchange rate changes.
23
<PAGE> 8
THE TJX COMPANIES, INC.
A. CHANGE IN ACCOUNTING PRINCIPLE
Effective January 31, 1999, TJX changed its method of accounting for layaway
sales in compliance with Staff Accounting Bulletin No. 101 "Revenue Recognition
in Financial Statements," issued by the Securities and Exchange Commission
during the fourth quarter of fiscal 2000. Under the new accounting method, TJX
defers recognition of a layaway sale and its related profit to the accounting
period when the customer picks up layaway merchandise. The cumulative effect of
this change for periods prior to January 31, 1999 of $5.2 million (net of income
taxes of $3.4 million), or $.02 per share, is shown as the cumulative effect of
accounting change in the consolidated statements of income. The accounting
change has virtually no impact on annual sales and earnings (before cumulative
effect). However, due to the seasonal influences of the business, the accounting
change results in a shift of sales and earnings among quarterly periods.
B. DISPOSITIONS AND ACQUISITIONS
SALE OF CHADWICK'S OF BOSTON: TJX sold its former Chadwick's division in fiscal
1997 to Brylane, Inc. As part of the proceeds from the sale, TJX received a $20
million convertible note. During fiscal 1998, TJX converted a portion of the
Brylane note into 352,908 shares of Brylane, Inc. common stock which it sold for
$15.7 million. This sale resulted in an after-tax gain of $3.6 million. During
fiscal 1999, the balance of the note was converted into shares of Brylane common
stock. A portion of the shares were donated to TJX's charitable foundation, and
the remaining shares were sold. The net pre-tax impact of these transactions was
immaterial. Pursuant to the disposition, TJX agreed to purchase certain amounts
of excess inventory from Chadwick's. This arrangement has been extended through
fiscal 2002.
SALE OF HIT OR MISS: Effective September 30, 1995, TJX sold its Hit or Miss
division to members of Hit or Miss management and outside investors. TJX
received $3.0 million in cash and a seven-year $10 million note with interest at
10%. During fiscal 1998, TJX forgave a portion of this note and was released
from certain obligations and guarantees which reduced the note to $5.5 million.
During fiscal 1999, TJX settled the note for $2.0 million, and the balance of
$3.5 million was charged to selling, general and administrative expenses.
ACQUISITION OF MARSHALLS: On November 17, 1995, TJX acquired Marshalls from
Melville Corporation. TJX paid $424.3 million in cash and $175 million in junior
convertible preferred stock. The total purchase price of Marshalls, including
acquisition costs of $6.7 million, was $606 million.
C. LONG-TERM DEBT AND CREDIT LINES
At January 27, 2001 and January 29, 2000, long-term debt, exclusive of current
installments, consisted of the following:
<TABLE>
<CAPTION>
January 27, January 29,
In Thousands Except Unamortized Debt Discount Amounts 2001 2000
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Equipment notes, interest at 11.25% maturing December 30, 2001 $ -- $ 73
-------- --------
General corporate debt:
Medium term notes, interest at 5.87% to 7.97%, $15 million maturing October 21, 2003 and
$5 million maturing September 20, 2004 20,000 20,000
7% unsecured notes, maturing June 15, 2005 (effective interest rate of 7.02% after reduction of
the unamortized debt discount of $61,000 and $75,000 in fiscal 2001 and 2000, respectively) 99,939 99,925
7.45% unsecured notes, maturing December 15, 2009 (effective interest rate of 7.50% after reduction
of unamortized debt discount of $567,000 and $631,000 in fiscal 2001 and 2000, respectively) 199,433 199,369
-------- --------
Total general corporate debt 319,372 319,294
-------- --------
Long-term debt, exclusive of current installments $319,372 $319,367
======== ========
</TABLE>
24
<PAGE> 9
THE TJX COMPANIES, INC.
The aggregate maturities of long-term debt, exclusive of current installments,
at January 27, 2001 are as follows:
<TABLE>
<CAPTION>
General
Corporate
In Thousands Debt
- -------------------------------------------------------------------------------------------
<S> <C>
Fiscal Year
2003 $ --
2004 15,000
2005 5,000
2006 99,939
Later years 199,433
---------
Aggregate maturities of long - term debt, exclusive of current installments $ 319,372
---------
</TABLE>
In December 1999, TJX issued $200 million of 7.45% ten-year notes. The
proceeds were used for general corporate purposes, including TJX's ongoing stock
repurchase program.
TJX periodically enters into financial instruments to manage its cost of
borrowing. In December 1999, TJX entered into a rate-lock agreement to hedge
the underlying treasury rate of the $200 million ten-year notes, prior to
their issuance. The cost of this agreement has been deferred and is being
amortized to interest expense over the term of the notes and results in an
effective rate of 7.60% on the debt.
In September 1997, TJX entered into a five-year $500 million revolving
credit facility. In addition, in July 2000, TJX entered into a $250 million,
364-day revolving credit agreement. The agreements have similar terms which
include certain financial covenants requiring that TJX maintain specified fixed
charge coverage and leverage ratios. The revolving credit facilities are used as
backup to TJX's commercial paper program. As of January 27, 2001, $711 million
of the revolving credit facilities were available for use. Interest is payable
on borrowings at rates equal to or less than prime. The maximum amount of TJX's
U.S. short-term borrowings was $330 million in fiscal 2001 and $108 million in
fiscal 2000, with no borrowings during fiscal 1999. The weighted average
interest rate on TJX's U.S. short-term borrowings was 6.82% in fiscal 2001 and
6.06% in fiscal 2000. TJX does not have any compensating balance requirements
under these arrangements.
TJX also has C$40 million of credit lines for its Canadian subsidiary, all of
which were available as of January 27, 2001. The maximum amount outstanding
under TJX's Canadian credit lines was C$15.2 million during fiscal 2001, C$19.2
million in fiscal 2000 and C$15.6 million during fiscal 1999.
In February 2001, TJX raised gross proceeds of $347.6 million through the
issuance of twenty-year zero coupon convertible subordinated notes. See Note O
to the consolidated financial statements for further information.
D. FINANCIAL INSTRUMENTS
TJX periodically enters into forward foreign currency exchange contracts to
hedge firm U.S. dollar and Euro merchandise purchase commitments made by its
foreign subsidiaries. As of January 27, 2001, TJX had $26.6 million of such
contracts outstanding for its Canadian subsidiary and $5.6 million and 4.8
million Euro for its subsidiary in the United Kingdom. The contracts cover
certain commitments for the first quarter of fiscal 2002. Through January 27,
2001 gains and losses on such contracts were included as a component of the item
being hedged.
TJX also has entered into several foreign currency swap and forward contracts
in both Canadian dollars and British pounds sterling. Both the swap and forward
agreements are accounted for as a hedge against TJX's investment in its foreign
subsidiaries. Foreign exchange gains and losses on the agreements are recognized
in shareholders' equity, thereby offsetting translation adjustments associated
with TJX's investment in its foreign subsidiaries.
The Canadian swap and forward agreements will require TJX to pay C$94.3
million in exchange for $65.9 million in U.S. currency between January 2002 and
January 2005. The British pounds sterling swap and forward agreements will
require TJX to pay 75.0 million sterling between January 2002 and January 2003
in exchange for $117.5 million in U.S. currency.
The agreements contain rights of offset which minimize TJX's exposure to
credit loss in the event of nonperformance by one of the counterparties. The
interest rates payable on the foreign currency swap agreements are slightly
higher than the interest rates receivable on the currency exchanged, resulting
in deferred interest costs which are being amortized to interest expense over
the term of the related agreements. The premium costs or discounts associated
with the forward contracts are being amortized over the term of the related
agreements and are included with the gains or losses of the hedging instrument.
The unamortized balance of the net deferred costs was $1.5 million and $2.1
million as of January 27, 2001 and January 29, 2000, respectively.
The counterparties to the forward exchange contracts and swap agreements are
major international financial institutions. TJX periodically monitors its
position and the credit ratings of the counterparties and does not anticipate
losses resulting from the nonperformance of these institutions.
25
<PAGE> 10
THE TJX COMPANIES, INC.
The fair value of TJX's long-term debt, including current installments, is
estimated using discounted cash flow analysis based upon TJX's current
incremental borrowing rates for similar types of borrowing arrangements. The
fair value of long-term debt, including current installments, at January 27,
2001 approximates the carrying value of $319.4 million. These estimates do not
necessarily reflect certain provisions or restrictions in the various debt
agreements which might affect TJX's ability to settle these obligations.
E. COMMITMENTS
TJX is committed under long-term leases related to its continuing operations for
the rental of real estate and fixtures and equipment. Most of TJX's leases are
for a ten-year initial term with options to extend for one or more five-year
periods. Certain Marshalls leases, acquired in fiscal 1996, had remaining terms
ranging up to twenty-five years. Leases for T.K. Maxx are generally for fifteen
to twenty-five years with ten-year kick-out options. Many of the leases contain
escalation clauses and early termination penalties. In addition, TJX is
generally required to pay insurance, real estate taxes and other operating
expenses including, in some cases, rentals based on a percentage of sales.
Following is a schedule of future minimum lease payments for continuing
operations as of January 27, 2001:
<TABLE>
<CAPTION>
Capital Operating
In Thousands Leases Leases
- --------------------------------------------------------------------------------
<S> <C> <C>
Fiscal Year
2002 $ 2,794 $ 415,696
2003 3,726 391,925
2004 3,726 360,157
2005 3,726 324,268
2006 3,726 281,485
Later years 37,848 1,250,644
------ ---------
Total future minimum lease payments $55,546 $3,024,175
======= ==========
</TABLE>
The capital lease commitments relate to a 283,000 square foot addition to TJX's
home office facility. Construction of the addition is in progress, with
completion currently scheduled for the spring of fiscal 2002. At the time rental
payments are to commence, TJX will recognize a capital lease asset and related
obligation equal to the present value of the lease payments, of approximately
$34 million.
The rental expense under operating leases for continuing operations amounted
to $390.6 million, $352.6 million and $318.1 million for fiscal years 2001, 2000
and 1999, respectively. The present value of TJX's operating lease obligations
approximates $2,147.6 million as of January 27, 2001, including $265.6 million
payable on operating lease obligations in fiscal 2002.
TJX had outstanding letters of credit in the amounts of $31.6 million as of
January 27, 2001 and $37.6 million as of January 29, 2000. Letters of credit are
issued by TJX primarily for the purchase of inventory.
F. STOCK COMPENSATION PLANS
In the following note, all references to historical awards, outstanding awards
and availability of shares for future grants under TJX's stock incentive plans
and related prices per share have been restated, for comparability purposes, for
historical stock splits.
TJX has a stock incentive plan under which options and other stock awards may
be granted to officers and key employees. The Stock Incentive Plan, as amended,
provides for the issuance of up to 42 million shares with 8.7 million shares
available for future grants as of January 27, 2001. TJX also has a Directors'
Stock Option Plan under which stock options are granted to directors who are not
otherwise employed by TJX. This plan provides for the issuance of up to 200,000
shares. There were 38,000 shares available for future grants under this plan as
of January 27, 2001.
Under its stock option plans, TJX has granted options for the purchase of
common stock, generally within ten years from the grant date at option prices of
100% of market price on the grant date. Most options outstanding are exercisable
at various percentages starting one year after the grant, and are exercisable in
their entirety three years after the grant date. Options granted to directors
become fully exercisable one year after the date of grant.
26
<PAGE> 11
THE TJX COMPANIES, INC.
A summary of the status of TJX's stock options and related Weighted Average
Exercise Prices (WAEP), adjusted for historical stock splits, is presented below
(shares in thousands):
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------------------
January 27, 2001 January 29, 2000 January 30, 1999
------------------------------------------------------------------
Shares WAEP Shares WAEP Shares WAEP
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 11,832 $17.06 10,105 $12.04 10,507 $ 9.04
Granted 5,178 20.75 3,164 29.26 1,964 21.77
Exercised (2,724) 9.85 (1,275) 7.13 (2,215) 6.31
Canceled (249) 24.59 (162) 20.52 (151) 13.35
------- ------ ------- ------ ------- ------
Outstanding at end of year 14,037 19.69 11,832 17.06 10,105 12.04
------- ------ ------- ------ ------- ------
Options exercisable at end of year 5,880 $15.98 5,980 $10.77 4,796 $ 8.01
======= ====== ======= ====== ======= ======
</TABLE>
Virtually all canceled options are forfeitures. TJX realizes an income tax
benefit from the exercise of stock options which results in a decrease in
current income taxes payable and an increase in additional paid-in capital. Such
benefits amounted to $15.9 million, $11.7 million and $13.8 million for the
fiscal years ended January 27, 2001, January 29, 2000 and January 30, 1999,
respectively.
TJX has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation,"
and continues to apply the provisions of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
compensation expense under its stock option plans. TJX grants options at fair
market value on the date of the grant; accordingly, no compensation expense has
been recognized for the stock options issued during fiscal years 2001, 2000 or
1999. Compensation expense determined in accordance with SFAS No. 123, net of
related income taxes, would have amounted to $19.2 million, $12.9 million and
$8.7 million for fiscal 2001, fiscal 2000 and fiscal 1999, respectively. Income
from continuing operations, net income and related earnings per share amounts,
presented on a pro forma basis, are as follows:
<TABLE>
<CAPTION>
Unaudited Pro Forma Fiscal Year Ended
-------------------------------------------
January 27, January 29, January 30,
Dollars In Thousands Except Per Share Amounts 2001 2000 1999
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations before
cumulative effect of accounting change $ 518,837 $ 513,862 $ 424,512
Per diluted share $ 1.79 $ 1.62 $ 1.27
Net income $ 518,837 $ 508,708 $ 415,464
Per diluted share $ 1.79 $ 1.60 $ 1.24
</TABLE>
For purposes of applying the provisions of SFAS No. 123 for the pro forma
calculations, the fair value of each option grant issued during fiscal 2001,
2000 and 1999 is estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 1% in each
fiscal year, expected volatility of 48%, 46% and 40% in fiscal 2001, 2000 and
1999, respectively, a risk-free interest rate of 5.2% in fiscal 2001, 6.4% in
fiscal 2000 and 5.0% in fiscal 1999, and expected holding periods of six years
in all fiscal periods. The weighted average fair value of options granted during
fiscal 2001, 2000 and 1999 was $10.07, $14.38 and $9.28 per share, respectively.
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to awards prior to
1995 and additional awards in future years are anticipated.
The following table summarizes information about stock options outstanding as
of January 27, 2001 (shares in thousands):
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Range of Remaining Exercise Exercise
Exercise Prices Shares Contract Life Price Shares Price
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 2.5625 - $ 6.3125 652 3.4 Years $ 4.71 652 $ 4.71
$ 6.3126 - $10.6875 1,661 5.9 Years 9.90 1,661 9.90
$10.6876 - $14.4688 1,973 6.5 Years 13.85 1,473 14.45
$14.4689 - $21.7500 6,729 9.1 Years 20.98 1,065 21.75
$21.7501 - $30.5000 3,022 8.6 Years 29.22 1,029 29.16
------ -----
Total 14,037 8.0 Years $19.69 5,880 $15.98
====== =====
</TABLE>
27
<PAGE> 12
THE TJX COMPANIES, INC.
TJX was subject to income statement charges for changes in the fair market value
of its common stock due to a special executive deferred compensation award,
granted in fiscal 1998, that was initially denominated in shares of TJX common
stock. TJX recorded compensation expense of $1.1 million and $6.3 million in
fiscal 2000 and 1999, respectively, due to the increase in market value of the
shares of TJX stock from date of grant. During fiscal 2000 and 1999, all of the
shares were denominated into other investments. TJX separately transferred funds
to a trust in an amount equal to the value of the new investment elections at
the time such elections were made by the executive. The trust assets are
included in other current assets on the balance sheet as of January 27, 2001 and
in other assets for all prior periods. The trust assets are invested in a manner
that matches the elections made by the executive. Thus, deferred compensation
adjustments due to the change in the executive's deferred compensation account
are offset by similar amounts due to gains or losses on the trust assets. TJX
anticipates that the assets will be distributed to the executive in fiscal 2002
in settlement of the deferred obligation.
TJX has also issued restricted stock and performance-based stock awards under
the Stock Incentive Plan. Restricted stock awards are issued at par value, or at
no cost, and have restrictions which generally lapse over three years from date
of grant. Performance-based shares have restrictions that generally lapse over
one to three years once specified criteria are met. The market value in excess
of cost is charged to income ratably over the period during which these awards
vest. Such pre-tax charges amounted to $1.4 million, $1.1 million and $619,000
in fiscal years 2001, 2000 and 1999, respectively. The market value of the
awards is determined at date of grant for restricted stock awards, and at the
date shares are earned for performance-based awards.
There has been a combined total of 135,000 shares, 131,480 shares and 4,000
shares for deferred, restricted and performance-based awards issued in the
fiscal years ended January 2001, 2000 and 1999, respectively. There were 33,000
and 3,000 shares forfeited for the fiscal years ended January 2001 and 2000,
respectively. There were no shares forfeited during the fiscal year ended
January 1999. The weighted average market value per share of these stock awards
at grant date was $29.60, $29.55 and $18.03 for fiscal 2001, 2000 and 1999,
respectively.
During fiscal 1998, TJX created a deferred stock compensation plan for its
outside directors replacing TJX's retirement plan for directors, which was
terminated. The deferred stock account of each director who had an accrued
retirement benefit was credited with deferred stock to compensate for the value
of that benefit. Additional share awards valued at $10,000 are issued annually
to each eligible director. Currently, there are 23,026 deferred shares
outstanding; actual shares will be issued at retirement. TJX has 92,029 shares
held in treasury from which such shares will be issued.
G. CAPITAL STOCK AND EARNINGS PER SHARE
CAPITAL STOCK: TJX distributed a two-for-one stock split, effected in the form
of a 100% stock dividend, on June 25, 1998 to shareholders of record on June 11,
1998, which resulted in the issuance of 158.9 million shares of common stock and
corresponding decreases of $96.5 million in additional paid-in capital and $62.4
million in retained earnings. All historical earnings per share amounts have
been restated to reflect the two-for-one stock split. Reference to common stock
activity before the distribution of the related stock split has not been
restated unless otherwise noted. All activity after the distribution date
reflects the two-for-one stock split.
During fiscal 1999, 357,300 shares of the outstanding Series E cumulative
convertible preferred stock, initially issued in fiscal 1996, were voluntarily
converted into 6.7 million shares of common stock. On November 18, 1998, the
then remaining 370,000 shares of the Series E preferred stock were mandatorily
converted into 8.0 million shares of common stock in accordance with its terms.
Inducement fees of $130,000 were paid on the Series E voluntary conversion in
fiscal 1999, and TJX recorded aggregate dividends, including inducement fees, on
its preferred stock of $3.5 million in fiscal 1999. The preferred dividends
reduce net income in computing net income available to common shareholders. As
of January 27, 2001, TJX has authorization for the issuance of up to 5 million
shares of preferred stock, par value $1, with none issued or outstanding at
January 27, 2001.
During fiscal 2001, TJX completed a $750 million stock repurchase program and
announced a new multi-year, $1 billion stock repurchase program. These stock
repurchase programs followed two separate $250 million stock repurchase programs
used by TJX in fiscal 1999 and 1998. TJX has had cash expenditures, under all of
its programs, of $444.1 million, $604.6 million and $337.7 million in fiscal
2001, 2000 and 1999, respectively, funded primarily by excess cash generated
from operations. The total common shares repurchased and retired (adjusted for
stock split) amounted to 22.2 million shares in fiscal 2001, 23.6 million in
fiscal 2000 and 15.6 million in fiscal 1999. As of January 27, 2001 TJX has
repurchased and retired 19.6 million shares of its common stock at a cost of
$381.6 million under the current $1 billion stock repurchase program.
28
<PAGE> 13
THE TJX COMPANIES, INC.
EARNINGS PER SHARE: The following schedule presents the calculation of basic and
diluted earnings per share for income from continuing operations:
<TABLE>
<CAPTION>
Fiscal Year Ended
----------------------------------------------
January 27, January 29, January 30,
Dollars In Thousands Except Per Share Amounts 2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE:
Income from continuing operations before
cumulative effect of accounting change $ 538,066 $ 526,822 $ 433,202
Less preferred stock dividends -- -- 3,523
------------ ------------ ------------
Income from continuing operations before cumulative effect of
accounting change available to common shareholders $ 538,066 $ 526,822 $ 429,679
------------ ------------ ------------
Weighted average common stock outstanding
for basic earnings per share calculation 287,440,637 314,577,145 318,073,081
Basic earnings per share $ 1.87 $ 1.67 $ 1.35
DILUTED EARNINGS PER SHARE:
Income from continuing operations before cumulative effect of
accounting change available to common shareholders $ 538,066 $ 526,822 $ 429,679
Add preferred stock dividends -- -- 3,523
------------ ------------ ------------
Income from continuing operations before
cumulative effect of accounting change for diluted
earnings per share calculation $ 538,066 $ 526,822 $ 433,202
------------ ------------ ------------
Weighted average common stock outstanding
for basic earnings per share calculation 287,440,637 314,577,145 318,073,081
Assumed conversion/exercise of:
Convertible preferred stock -- -- 10,914,354
Stock options and awards 1,755,591 3,213,619 5,660,515
------------ ------------ ------------
Weighted average common shares for
diluted earnings per share calculation 289,196,228 317,790,764 334,647,950
------------ ------------ ------------
Diluted earnings per share $ 1.86 $ 1.66 $ 1.29
</TABLE>
The weighted average common shares for the diluted earnings per share
calculation exclude the incremental effect related to outstanding stock options
whose exercise price is in excess of the average price of TJX's common stock.
Such options are excluded because they would have an antidilutive affect. These
options amounted to 4.6 million as of January 27, 2001 and 3.1 million as of
January 29, 2000. There were 28,000 antidilutive options excluded from the
calculation at January 30, 1999.
H. INCOME TAXES
The provision for income taxes includes the following:
<TABLE>
<CAPTION>
Fiscal Year Ended
-------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT:
Federal $ 272,075 $ 255,277 $ 231,811
State 51,217 49,836 45,117
Foreign 27,819 20,212 13,784
DEFERRED:
Federal (22,359) 3,885 (13,084)
State (2,269) 1,984 (2,306)
Foreign 393 (4,079) (4,512)
--------- --------- ---------
Provision for income taxes $ 326,876 $ 327,115 $ 270,810
========= ========= =========
</TABLE>
29
<PAGE> 14
THE TJX COMPANIES, INC.
TJX had a net deferred tax asset as follows:
<TABLE>
<CAPTION>
January 27, January 29,
In Thousands 2001 2000
- --------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Loss on investment in foreign subsidiary $ 7,013 $ --
Foreign net operating loss carryforward 17,998 30,107
Reserve for discontinued operations 10,129 10,900
Reserve for closed store and restructuring costs 6,443 11,569
Pension, postretirement and employee benefits 53,487 46,468
Leases 19,455 15,596
Other 29,111 28,234
Valuation allowance (3,396) (15,678)
--------- ---------
Total deferred tax assets 140,240 127,196
========= =========
DEFERRED TAX LIABILITIES:
Property, plant and equipment 17,211 19,240
Safe harbor leases 16,274 24,450
Tradename 44,140 45,408
Other 15,224 14,955
--------- ---------
Total deferred tax liabilities 92,849 104,053
--------- ---------
Net deferred tax asset $ 47,391 $ 23,143
========= =========
</TABLE>
TJX has elected to repatriate the earnings of its Canadian subsidiary after
fiscal 1998. The majority of the fiscal 2001, 2000 and 1999 earnings from its
Canadian subsidiary were repatriated and deferred foreign tax credits have been
provided for on the undistributed portions for these years. Earnings prior to
fiscal 1999 of its Canadian subsidiary and all the earnings of TJX's other
foreign subsidiaries are indefinitely reinvested and no deferred taxes have been
provided for on those earnings.
TJX has a United Kingdom net operating loss carryforward of approximately $39
million for both tax and financial reporting purposes. TJX recognized a deferred
tax benefit of $7.0 million in fiscal 2001 due to the anticipated utilization of
the balance of T.K. Maxx's net operating loss carryforward. The United Kingdom
net operating loss does not expire under current tax law. Due to TJX's decision
to close its Netherlands operation, TJX does not expect to be able to utilize
net operating losses of that operation. TJX, however, did recognize U.S. tax
benefits associated with the write-off of its total investment in the
Netherlands operation. TJX also has a Puerto Rico net operating loss
carryforward of approximately $16 million, for tax and financial reporting
purposes, which was acquired in the Marshalls acquisition and expires in fiscal
years 2002 through 2003. TJX recognized a deferred tax asset of $8.0 million and
$3.4 million, in fiscal years 2000 and 1999, respectively, for the estimated
future utilization of the Puerto Rico net operating loss carryforward. In fiscal
2001 a portion of the deferred tax asset was reversed due to lower than
anticipated earnings of the Puerto Rico operations. The valuation allowance
relates to TJX's Puerto Rico net operating losses that have not yet been
recognized or are likely to expire. Additional utilization of these net
operating loss carryforwards is dependent upon the level of future earnings in
Puerto Rico.
TJX's worldwide effective income tax rate was 37.8% for the fiscal year ended
January 27, 2001, 38.3% for the fiscal year ended January 29, 2000, and 38.5%
for the fiscal year ended January 30, 1999. The difference between the U.S.
federal statutory income tax rate and TJX's worldwide effective income tax rate
is reconciled below:
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------
January 27, January 29, January 30,
2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. federal statutory income tax rate 35.0% 35.0% 35.0%
Effective state income tax rate 4.0 4.2 4.1
Impact of foreign operations (1.0) (1.0) (.4)
All other (.2) .1 (.2)
------ ------ ------
Worldwide effective income tax rate 37.8% 38.3% 38.5%
------ ------ ------
</TABLE>
30
<PAGE> 15
THE TJX COMPANIES, INC.
I. PENSION PLANS AND OTHER RETIREMENT BENEFITS
TJX has a non-contributory defined benefit retirement plan covering the majority
of its full-time U.S. employees. Employees who have attained twenty-one years of
age and have completed one year of service are covered under the plan. Benefits
are based on compensation earned in each year of service. TJX also has an
unfunded supplemental retirement plan which covers key employees of TJX and
provides additional retirement benefits based on average compensation; and an
unfunded postretirement medical plan which provides limited postretirement
medical and life insurance benefits to associates who participate in TJX's
retirement plan and who retire at age fifty-five or older with ten or more years
of service.
Presented below is financial information relating to TJX's retirement plans
for the fiscal years indicated:
<TABLE>
<CAPTION>
Pension Postretirement Medical
Fiscal Year Ended Fiscal Year Ended
--------------------------- ---------------------------
January 27, January 29, January 27, January 29,
Dollars In Thousands 2001 2000 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year $ 140,010 $ 152,047 $ 18,529 $ 24,992
Service cost 10,734 11,781 1,353 1,366
Interest cost 11,560 10,768 1,624 1,430
Participants' contributions -- -- 42 14
Amendments 1,080 -- -- --
Actuarial (gains) losses 22,564 (20,393) 4,376 (8,165)
Settlement (1,141) (7,434) -- --
Benefits paid (6,616) (6,039) (1,162) (1,108)
Expenses paid (830) (720) -- --
--------- --------- --------- ---------
Benefit obligation at end of year $ 177,361 $ 140,010 $ 24,762 $ 18,529
========= ========= ========= =========
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year $ 140,191 $ 123,191 $ -- $ --
Actual return on plan assets 1,665 15,024 -- --
Employer contribution 15,532 8,735 1,120 1,094
Participants' contributions -- -- 42 14
Benefits paid (6,616) (6,039) (1,162) (1,108)
Expenses paid (830) (720) -- --
--------- --------- --------- ---------
Fair value of plan assets at end of year $ 149,942 $ 140,191 $ -- $ --
========= ========= ========= =========
RECONCILIATION OF FUNDED STATUS:
Benefit obligation at end of year $ 177,361 $ 140,010 $ 24,762 $ 18,529
Fair value of plan assets at end of year 149,942 140,191 -- --
--------- --------- --------- ---------
Funded status - excess (assets) obligations 27,419 (181) 24,762 18,529
Unrecognized transition obligation -- 447 -- --
Unrecognized prior service cost 218 685 946 1,278
Unrecognized actuarial (gains) losses 11,554 (21,282) 394 (4,167)
--------- --------- --------- ---------
Net amount recognized $ 15,647 $ 19,969 $ 23,422 $ 21,418
========= ========= ========= =========
AMOUNT RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION CONSISTS OF:
Net accrued liability $ 12,215 $ 19,969 $ 23,422 $ 21,418
Intangible asset 1,757 -- -- --
Reduction to accumulated other comprehensive income 1,675 -- -- --
--------- --------- --------- ---------
Net amount recognized $ 15,647 $ 19,969 $ 23,422 $ 21,418
========= ========= ========= =========
WEIGHTED AVERAGE ASSUMPTIONS:
Discount rate 7.41% 7.66% 7.50% 7.75%
Expected return on plan assets 9.00% 9.00% N/A N/A
Rate of compensation increase 4.00% 4.00% 4.00% 4.00%
</TABLE>
31
<PAGE> 16
THE TJX COMPANIES, INC.
The projected benefit obligation and accumulated benefit obligation of TJX's
unfunded supplemental retirement plan was $23.8 million and $18.2 million,
respectively, as of January 27, 2001 and $18.6 million and $14.3 million,
respectively, as of January 29, 2000. The increase in the projected benefit
obligation as of January 27, 2001 reflects actuarial losses due to a change in
the assumptions regarding mortality and a decrease in the discount rate for
valuation purposes.
The portion of the net accrued liability attributable to TJX's unfunded
supplemental retirement plan amounted to $14.8 million at January 27, 2001 and
$14.0 million at January 29, 2000 and is included in other long-term liabilities
on the balance sheet. The balance of the net accrued liability is attributable
to TJX's non-contributory defined benefit retirement plan and is included in
current assets as of January 27, 2001 and in accrued expenses and other current
liabilities as of January 29, 2000.
For purposes of measuring the postretirement medical plan, a 3.41% annual
rate of increase in the per capita cost of covered health care benefits was
assumed and is gradually reduced to zero. The impact of medical inflation
eventually diminishes because of the $3,000 per capita annual limit on medical
benefits. An increase in the assumed health care cost trend rate of one
percentage point for all future years would increase the accumulated
postretirement benefit obligation at January 27, 2001 by about $3,409,000 and
the total of the service cost and interest cost components of net periodic
postretirement cost for fiscal 2001, by about $477,000. Similarly, decreasing
the trend rate by one percentage point for all future years would decrease the
accumulated postretirement benefit obligation at January 27, 2001 by about
$2,908,000 as well as the total of the service cost and interest cost components
of net periodic postretirement cost for fiscal 2001, by about $404,000.
Following are the components of net periodic benefit cost:
<TABLE>
<CAPTION>
Pension Postretirement Medical
Fiscal Year Ended Fiscal Year Ended
--------------------------------------- --------------------------------------
January 27, January 29, January 30, January 27, January 29, January 30,
In Thousands 2001 2000 1999 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 10,734 $ 11,781 $ 10,538 $ 1,353 $ 1,366 $ 1,405
Interest cost 11,560 10,768 9,647 1,624 1,430 1,610
Expected return on plan assets (12,783) (11,060) (9,991) -- -- --
Amortization of transition obligation 75 75 75 -- -- --
Amortization of prior service cost 164 87 87 332 332 338
Recognized actuarial (gains) losses (1,085) 415 2,702 (185) -- 103
-------- -------- -------- -------- -------- --------
Net periodic benefit cost $ 8,665 $ 12,066 $ 13,058 $ 3,124 $ 3,128 $ 3,456
======== ======== ======== ======== ======== ========
</TABLE>
Net pension expense reflects amortization of unrecognized actuarial losses for
the unfunded plan in fiscal 1999 and amortization of unrecognized gains on the
defined benefit plan in fiscal 2001. The change in assumption regarding
mortality will increase the net pension expense in future years.
During the fiscal year ended January 29, 2000, TJX and an executive officer
entered into an agreement whereby the executive waived his right to benefits
under TJX's nonqualified plan in exchange for TJX's funding of a split-dollar
life insurance policy. The exchange was accounted for as a settlement and TJX
incurred a $1.5 million settlement loss, which was primarily the recognition of
a portion of the deferred losses under the plan. During fiscal 2001, TJX entered
into a similar arrangement with another executive who waived the right to a
portion of his supplemental retirement benefit in exchange for TJX's funding of
a split-dollar life insurance policy. TJX recognized a settlement loss of
$224,000 in fiscal 2001 due to this exchange. The benefit exchanges were
designed so that the after-tax cash expenditures by TJX on the split-dollar
policies are substantially equivalent, on a present value basis, to the
after-tax cash expenditures TJX would have incurred under the nonqualified plan.
TJX also sponsors an employee savings plan under Section 401(k) of the
Internal Revenue Code for all eligible U.S. employees. Employees may contribute
up to 15% of eligible pay. TJX matches employee contributions, up to 5% of
eligible pay, at rates ranging from 25% to 50% based upon the company's
performance. TJX contributed for all 401(k) plans $5.8 million in fiscal 2001,
$6.2 million in fiscal 2000 and $6.4 million in fiscal 1999.
In the fourth quarter of fiscal 1999, TJX established a nonqualified savings
plan for certain U.S. employees. TJX matches employee contributions at various
rates which amounted to $163,000 in fiscal 2001, $464,000 in fiscal 2000 and
$210,000 in fiscal 1999. TJX transfers employee withholdings and the related
company match to a separate trust designated to fund the future obligations. TJX
includes the trust assets in other assets on the balance sheets.
In addition to the plans described above, TJX also maintains
retirement/deferred savings plans for all eligible associates at its foreign
subsidiaries. TJX contributed for these plans $1.2 million, $682,000 and
$534,000 in fiscal years 2001, 2000 and 1999, respectively.
32
<PAGE> 17
THE TJX COMPANIES, INC.
J. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The major components of accrued expenses and other current liabilities are as
follows:
<TABLE>
<CAPTION>
January 27, January 29,
In Thousands 2001 2000
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Employee compensation and benefits $133,877 $110,065
Rent, utilities, and occupancy, including real estate taxes 71,305 61,231
Insurance, advertising and all other 338,832 299,863
-------- --------
Accrued expenses and other current liabilities $544,014 $471,159
======== ========
</TABLE>
K. RESERVES
TJX has a reserve for store closing and restructuring costs, primarily relating
to its acquisition of Marshalls, and a reserve relating to obligations in
connection with certain discontinued operations. The reserve balances, discussed
in more detail below, are included in other long-term liabilities on the
balance sheets.
STORE CLOSING AND RESTRUCTURING RESERVE: TJX's store closing and restructuring
reserve relates primarily to a restructuring plan in connection with its
acquisition of Marshalls in November 1995. This reserve, which was initially
established in fiscal 1996 and subsequently adjusted, included the cost of
closing 32 T.J. Maxx stores and the cost of closing 70 Marshalls stores and
other Marshalls facilities. The reserve also included other costs in connection
with the Marshalls acquisition, primarily inventory markdowns. The T.J. Maxx
closing costs were charged to operations while the costs associated with
Marshalls were a component of the allocation of the purchase price. This reserve
also included some activity relating to several HomeGoods store closings, the
impact of which was immaterial and currently includes the estimated cost of $3.1
million for settling the lease obligations in connection with the closure of the
three T.K. Maxx stores in the Netherlands.
Following is a summary of activity in the store closing and restructuring
reserve:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 15,731 $ 44,598 $ 57,966
Additions to the reserve 3,109 -- 1,961
RESERVE ADJUSTMENTS:
Adjust Marshalls restructuring reserve -- (3,000) --
Adjust T.J. Maxx store closing reserve -- (300) (1,800)
CHARGES AGAINST THE RESERVE:
Lease related obligations (1,922) (23,734) (12,521)
Severance and all other charges -- -- (927)
Net activity relating to HomeGoods closings (126) (1,833) (81)
-------- -------- --------
Balance at end of year $ 16,792 $ 15,731 $ 44,598
======== ======== ========
</TABLE>
The remaining balance in the store closing and restructuring reserve as of
January 27, 2001 of $16.8 million is primarily for the estimated cost of the
future lease obligations of the closed stores. The estimates and assumptions
used in developing the remaining reserve requirements are subject to change;
however, TJX believes it has adequate reserves for these obligations. The use of
the reserve will reduce operating cash flows in varying amounts over the next
ten to fifteen years as the related leases reach their expiration dates or are
settled. TJX believes this future spending will not have a material impact on
its future cash flows or financial condition.
DISCONTINUED OPERATIONS RESERVE: TJX also has a reserve for future obligations
relating to certain discontinued operations, which include the former Zayre and
Hit or Miss store chains and the Chadwick's of Boston catalog operation. The
reserves were established at the time of the sale of these operations and were
adjusted accordingly to reflect TJX's obligations relating to guarantees on
certain leases of the Zayre and Hit or Miss properties. The current balance in
this reserve and the activity for the last three years as presented below,
relates primarily to the lease related obligations of the Zayre and Hit or Miss
locations.
33
<PAGE> 18
THE TJX COMPANIES, INC.
<TABLE>
<CAPTION>
Fiscal Year Ended
--------------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 27,304 $ 29,660 $ 17,843
Additions to the reserve -- -- 15,000
CHARGES AGAINST THE RESERVE:
Lease related obligations (1,792) (2,150) (2,768)
All other -- (206) (415)
-------- -------- --------
Balance at end of year $ 25,512 $ 27,304 $ 29,660
======== ======== ========
</TABLE>
In fiscal 1999, TJX increased this reserve by $15 million, primarily for
potential liabilities relating to guarantees on leases of its former Hit or Miss
division. The after-tax cost of $9 million, or $.02 per diluted share, was
recorded as a loss from discontinued operations. On November 12, 2000, the Hit
or Miss store chain filed for bankruptcy and subsequently announced that it is
in the process of liquidating its assets under Chapter 11 of the Federal
Bankruptcy Code. TJX believes this reserve is adequate relating to contingent
obligations associated with Hit or Miss. Future spending against the
discontinued operations reserve will reduce operating cash flows in varying
amounts over the next ten to fifteen years, as leases reach termination dates or
are settled. TJX believes this future spending will not have a material impact
on future cash flows or its financial condition.
In addition to the above obligations, TJX is also contingently liable on certain
other leases of the former Zayre stores as well as leases on its former
warehouse club operations. See Note M to the consolidated financial statements
for further information.
L. SUPPLEMENTAL CASH FLOWS INFORMATION
There were no cash flows attributable to the operating results of TJX's
discontinued operations during the years ended January 27, 2001, January 29,
2000 or January 30, 1999. However, TJX is responsible for certain leases related
to, and other obligations arising from, the sale of these operations. The cash
flow impact of these obligations is reflected as a component of cash provided by
operating activities in the statements of cash flows.
TJX's cash payments for interest and income taxes and its non-cash investing
and financing activities are as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH PAID FOR:
Interest on debt $ 34,509 $ 19,018 $ 22,542
Income taxes 335,265 332,622 275,538
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series E cumulative convertible preferred
stock into common stock $ -- $ -- $ 72,730
Distribution of two-for-one stock split -- -- 158,954
CHANGE IN ACCRUED EXPENSES DUE TO:
Stock repurchase $ (9,275) $ (3,300) $ 12,575
Dividends payable 573 977 1,246
</TABLE>
Investing activities include advances TJX has made under a $35 million
construction loan agreement in connection with the expansion of its leased home
office facility. The advances are classified as a note receivable in other
assets on the balance sheets and amounted to $28.9 million as of January 27,
2001 and $5.8 million as of January 29, 2000. The note bears interest at 7.25%
per year. Upon completion of the project the note will be converted into a term
loan with a maturity date of December 31, 2015.
M. DISCONTINUED OPERATIONS AND RELATED CONTINGENT LIABILITIES
In October 1988, TJX completed the sale of its former Zayre Stores division to
Ames Department Stores, Inc. (Ames). In April 1990, Ames filed for protection
under Chapter 11 of the Federal Bankruptcy Code and in December 1992, Ames
emerged from bankruptcy under a plan of reorganization.
34
<PAGE> 19
THE TJX COMPANIES, INC.
TJX remains contingently liable for the leases of most of the former Zayre
stores still operated by Ames. TJX believes that its contingent liability on
these leases will not have a material affect on its financial condition.
TJX is also contingently liable on certain leases of its former warehouse
club operations (BJ's Wholesale Club and HomeBase), which were spun-off by TJX
in fiscal 1990 as Waban Inc. During fiscal 1998, Waban Inc. was renamed
HomeBase, Inc. and spun-off from its BJ's Wholesale Club division (BJ's
Wholesale Club, Inc.). HomeBase, Inc. and BJ's Wholesale Club, Inc. are
primarily liable on their respective leases and have indemnified TJX for any
amounts TJX may have to pay with respect to such leases. In addition, HomeBase,
Inc., BJ's Wholesale Club, Inc. and TJX have entered into agreements under which
BJ's Wholesale Club, Inc. has substantial indemnification responsibility with
respect to such HomeBase, Inc. leases. TJX is also contingently liable on
certain leases of BJ's Wholesale Club, Inc. for which both BJ's Wholesale Club,
Inc. and HomeBase, Inc. remain liable. TJX believes that its contingent
liability on the HomeBase, Inc. and BJ's Wholesale Club, Inc. leases will not
have a material affect on its financial condition.
N. SEGMENT INFORMATION
Prior to fiscal 2001 TJX aggregated certain chains into the "off-price family
apparel segment". Due to the growth of Winners and T.K. Maxx, TJX no longer
aggregates them and now reports each of its operating divisions as a separate
segment.
The T.J. Maxx and Marshalls store chains are managed on a combined basis and
are reported as the Marmaxx segment. The Winners chain operates exclusively in
Canada and T.K. Maxx operates in Europe, primarily the United Kingdom. Winners
and T.K. Maxx accounted for 10% of TJX's net sales for fiscal 2001. All of TJX's
other store chains do business in the United States with the exception of a
limited number of stores operated in Puerto Rico by Marshalls and HomeGoods.
TJX's target customer is the middle to upper-middle income shopper with the
exception of the A.J. Wright stores which targets a more moderate income
customer. All of TJX's stores, with the exception of HomeGoods sell apparel for
the entire family with a limited offering of giftware and domestics. The
HomeGoods stores are dedicated to home fashions and offer a variety of home
furnishings.
TJX evaluates the performance of its segments based on pre-tax income
before general corporate expense, goodwill amortization and interest (operating
income). Presented below is selected financial information on TJX's business
segments:
<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES:
Marmaxx $ 8,228,468 $ 7,779,826 $ 7,196,325
Winners 563,311 466,765 387,438
T. K. Maxx 389,062 298,659 222,090
HomeGoods 315,015 206,810 132,538
A. J. Wright 83,150 43,287 10,710
----------- ----------- -----------
$ 9,579,006 $ 8,795,347 $ 7,949,101
=========== =========== ===========
OPERATING INCOME (LOSS):
Marmaxx $ 858,358 $ 849,560 $ 753,921
Winners 71,055 54,914 39,765
T. K. Maxx (1) 10,867 6,462 (2,243)
HomeGoods (2) 4,700 4,581 (4,950)
A. J. Wright (15,012) (14,444) (8,737)
----------- ----------- -----------
929,968 901,073 777,756
General corporate expense (3) 39,513 37,182 69,449
Goodwill amortization 2,609 2,609 2,609
Interest expense, net 22,904 7,345 1,686
----------- ----------- -----------
Income from continuing operations before income
taxes and cumulative effect of accounting change $ 864,942 $ 853,937 $ 704,012
=========== =========== ===========
</TABLE>
(1) The period ended January 27, 2001 includes a pre-tax charge of $6.3 million
for the estimated cost of closing the three stores in the Netherlands.
(2) The period ended January 30, 1999 includes a pre-tax charge of $2.2
million for certain store closing and other restructuring costs relating to
HomeGoods.
(3) General corporate expense for the fiscal year ended January 29, 2000,
includes a pre-tax gain of $8.5 million associated with TJX's receipt of
common stock resulting from the demutualization of Manulife Financial
Corporation and a pre-tax charge of $1.1 million for costs associated
with a fiscal 1998 executive deferred compensation award. General corporate
expense for the fiscal year ended January 30, 1999 includes a pre-tax
charge of $6.3 million for costs associated with the foregoing executive
deferred compensation award, a $3.5 million pre-tax charge for the
write-down of a note receivable from TJX's former Hit or Miss division and
a $7.5 million charitable donation to The TJX Foundation.
35
<PAGE> 20
THE TJX COMPANIES, INC.
<TABLE>
<CAPTION>
Fiscal Year Ended
------------------------------------------------------
January 27, January 29, January 30,
In Thousands 2001 2000 1999
---------- ---------- ----------
<S> <C> <C> <C>
IDENTIFIABLE ASSETS:
Marmaxx $2,050,775 $1,916,230 $1,887,296
Winners 151,062 111,446 88,106
T. K. Maxx 176,916 138,914 108,154
HomeGoods 126,010 63,888 49,515
A. J. Wright 56,423 22,813 10,323
Corporate (primarily cash, goodwill and deferred taxes) 371,097 551,672 604,452
---------- ---------- ----------
$2,932,283 $2,804,963 $2,747,846
========== ========== ==========
CAPITAL EXPENDITURES:
Marmaxx $ 152,901 $ 175,985 $ 164,502
Winners 18,775 11,412 11,778
T. K. Maxx 29,569 31,647 17,497
HomeGoods 30,245 10,819 5,688
A. J. Wright 25,515 8,706 8,277
---------- ---------- ----------
$ 257,005 $ 238,569 $ 207,742
========== ========== ==========
DEPRECIATION AND AMORTIZATION:
Marmaxx $ 145,987 $ 136,898 $ 117,890
Winners 7,779 6,657 5,127
T. K. Maxx 10,292 8,552 6,929
HomeGoods 5,444 3,911 3,302
A. J. Wright 2,689 1,491 317
Corporate (including goodwill) 3,590 2,957 2,904
---------- ---------- ----------
$ 175,781 $ 160,466 $ 136,469
========== ========== ==========
</TABLE>
O. SUBSEQUENT EVENTS
On February 13, 2001, TJX issued $517.5 million zero coupon convertible
subordinated notes due in February 2021 and raised gross proceeds of $347.6
million. The issue price of the notes represents a yield to maturity of 2% per
year. The notes are subordinated to all existing and future senior indebtedness
of TJX. The notes are convertible into 8.5 million shares of common stock of TJX
if the sale price of the common stock reaches specified thresholds, if the
credit rating of the notes is below investment grade, if the notes are called
for redemption or if certain specified corporate transactions have occurred. The
holders have the right to require TJX to purchase the notes at the end of the
first, third, sixth and twelfth year following the issuance date, for the
original purchase price plus accrued original issue discount. If this option is
elected at the end of the first year, original issue discount accrued will be at
the reduced rate of 1.5%. In addition, if a change in control of TJX occurs on
or before February 13, 2007, each holder may require TJX to purchase for cash,
all or a portion of such holder's notes. TJX may redeem for cash all, or a
portion of, the notes at any time on or after February 13, 2007 for the original
purchase price plus accrued original issue discount. TJX intends to use the
proceeds to fund an accelerated store roll-out program, investment in its
distribution center network, its common stock repurchase program and for general
corporate purposes.
36
<PAGE> 21
THE TJX COMPANIES, INC.
Report of Independent Accountants
[PRICEWATERHOUSECOOPERS LOGO]
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE TJX COMPANIES, INC.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of The TJX Companies,
Inc. and its subsidiaries at January 27, 2001 and January 29, 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended January 27, 2001 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Boston, Massachusetts
February 27, 2001 /s/PricewaterhouseCoopers LLP
Report of Management
The financial statements and related financial information in this annual report
have been prepared by management which is responsible for their integrity,
objectivity and consistency. The financial statements were prepared in
accordance with generally accepted accounting principles and necessarily include
amounts which are based upon judgments and estimates made by management.
TJX maintains a system of internal controls designed to provide, at
appropriate cost, reasonable assurance that assets are safeguarded, transactions
are executed in accordance with management's authorization and the accounting
records may be relied upon for the preparation of financial statements. The
system of controls includes the careful selection and training of associates,
and the communication and application of formal policies and procedures that are
consistent with high standards of accounting and administrative practices. The
accounting and control systems are continually reviewed, evaluated and where
appropriate, modified to accommodate changing business conditions and the
recommendations of TJX's internal auditors and the independent public
accountants.
An Audit Committee, comprised of members of the Board of Directors who are
neither officers nor employees of TJX, meets periodically with management,
internal auditors and the independent public accountants to review matters
relating to TJX's financial reporting, the adequacy of internal accounting
controls and the scope and results of audit work. The Committee is responsible
for reporting the results of its activities and for recommending the selection
of independent auditors to the full Board of Directors. The internal auditors
and the independent public accountants have free access to the Committee and the
Board of Directors.
The financial statements have been examined by PricewaterhouseCoopers LLP,
whose report appears separately. Their report expresses an opinion as to the
fair presentation of the consolidated financial statements and is based on an
independent examination performed in accordance with generally accepted auditing
standards.
/s/ Edmond J. English /s/ Donald G. Campbell
- ------------------------------------- ----------------------------------
Edmond J. English Donald G. Campbell
President and Chief Executive Officer Executive Vice President - Finance
and Chief Financial Officer
February 27, 2001
37
<PAGE> 22
THE TJX COMPANIES, INC.
Management's Discussion and Analysis of
Results of Operations and Financial Condition
The following discussion contains forward-looking information and should be read
in conjunction with the consolidated financial statements and notes thereto
included elsewhere in this report. Our actual results could differ materially
from the results contemplated by these forward-looking statements due to various
factors, including those discussed under the "Forward-Looking Information"
section of this report.
RESULTS OF OPERATIONS
OVERVIEW
The following is a summary of the operating results of TJX at the consolidated
level. This discussion is followed by an overview of operating results by
segment. All references to earnings per share are diluted earnings per share
unless otherwise indicated.
Net sales for fiscal 2001 were $9.58 billion, an increase of 8.9% over net
sales of $8.80 billion in fiscal 2000. Net sales for fiscal 2000 increased 10.6%
over net sales of $7.95 billion in fiscal 1999. Income from continuing
operations before cumulative effect of accounting change ("income from
continuing operations") was $538.1 million in fiscal 2001, $526.8 million in
fiscal 2000, and $433.2 million in fiscal 1999. Income from continuing
operations per share was $1.86 in fiscal 2001, versus $1.66 in fiscal 2000 and
$1.29 in fiscal 1999. Net income was $538.1 million in fiscal 2001, $521.7
million in fiscal 2000, after a $.02 per share charge for the cumulative effect
of the change in accounting for layaway sales, and $424.2 million in fiscal
1999, after a $.02 per share charge relating to discontinued operations.
The following table sets forth our consolidated operating results as a
percentage of net sales:
<TABLE>
<CAPTION>
Fiscal Year Ended January
----------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
------ ------ ------
Cost of sales, including buying and occupancy costs 75.0 74.8 74.9
Selling, general and administrative expenses 15.7 15.4 16.2
Interest expense, net .3 .1 --
------ ------ ------
Income from continuing operations before income taxes and cumulative
effect of accounting change 9.0% 9.7% 8.9%
------ ------ ------
</TABLE>
NET SALES: Our net sales increased 8.9% in fiscal 2001, to $9.58 billion, over
sales of $8.80 billion in fiscal 2000. Net sales in fiscal 2000 increased 10.6%
over sales of $7.95 billion in fiscal 1999. The increase in our net sales for
both years is attributable to an increase in same store sales and new stores.
Consolidated same store sales increased 2% in fiscal 2001 and 5% in fiscal 2000.
Our consolidated store count increased 10% in fiscal 2001 over the prior year as
compared to a 9% increase in fiscal 2000 over fiscal 1999. In fiscal 2001, sales
results were adversely affected by unseasonable or severe weather conditions in
certain areas of the country, particularly at Marmaxx, the internal combination
of T.J. Maxx and Marshalls. In both years, non-apparel sales gains generally
exceeded increases in apparel sales.
COST OF SALES, INCLUDING BUYING AND OCCUPANCY COSTS: Cost of sales, including
buying and occupancy costs, as a percentage of net sales were 75.0% in fiscal
2001, 74.8% in fiscal 2000 and 74.9% in fiscal 1999. The increase in this ratio
in fiscal 2001 is primarily due to the moderation in our sales growth,
distribution center capacity issues and an increase in our freight costs. The
slight improvement in this ratio in fiscal 2000 versus fiscal 1999 is primarily
due to improved merchandise margins at Marmaxx. We have managed our inventories
tightly during both years, allowing us to take advantage of better buys in the
marketplace. This ratio is expected to increase slightly in the short term due
to our increased investment in our distribution center network.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses as a percentage of net sales were 15.7% in fiscal 2001,
15.4% in fiscal 2000 and 16.2% in fiscal 1999. This ratio is largely influenced
by corporate charges and other gains and losses included in this line over the
last three years. Selling, general and administrative expenses for fiscal 2001
include a pre-tax charge of $6.3 million for the estimated cost of closing the
three T. K. Maxx stores operated in the Netherlands, while fiscal 2000 includes
a pre-tax gain of $8.5 million, due to the receipt of common stock due to the
demutualization of Manulife Financial Corporation. The inclusion of these items
in their respective years, along with an increase in store payroll costs at
Marmaxx in fiscal 2001, is the
38
<PAGE> 23
THE TJX COMPANIES, INC.
primary reason for the increase in this expense ratio in fiscal 2001. Selling,
general and administrative expenses for fiscal 1999 include charges of $7.5
million for a charitable cash donation to The TJX Foundation, $3.5 million for
the settlement of the Hit or Miss note receivable and $6.3 million associated
with an executive deferred compensation award. These charges in fiscal 1999,
along with the pre-tax gain included in fiscal 2000, result in a reduction in
the selling, general and administrative expenses as a percentage of net sales in
fiscal 2000, as compared to fiscal 1999. In addition, the improvement in this
ratio in fiscal 2000 also reflects the benefit of our sales growth along with
the levering of expenses, particularly at our newer divisions. We believe this
ratio will remain at or near the levels experienced over the past several years,
excluding the non-recurring items.
INTEREST EXPENSE, NET: Interest expense, net of interest income, was $22.9
million in fiscal 2001, $7.3 million in fiscal 2000 and $1.7 million in fiscal
1999. Interest income was $11.8 million in fiscal 2001 versus $13.1 million in
fiscal 2000 and $20.5 million in fiscal 1999. The increase in net interest
expense in fiscal 2001 is due to increased borrowing levels. The increase in net
interest expense for fiscal 2000 is due to the reduction in interest income. The
increase in borrowing levels in fiscal 2001 and the reduction in interest income
in fiscal 2000 is largely influenced by our stock repurchase activity in each of
those years.
INCOME TAXES: Our effective annual income tax rate was 37.8% in fiscal 2001,
38.3% in fiscal 2000 and 38.5% in fiscal 1999. The reduction in the effective
annual tax rate for fiscal 2001 is due to tax benefits recognized in connection
with the United Kingdom net operating loss carryforward and tax benefits
associated with the closing of the stores in the Netherlands. These tax benefits
were all recognized in the fourth quarter of fiscal 2001 which results in an
effective tax rate for the fourth quarter of fiscal 2001 of 34.6% versus 38.0%
for the fourth quarter of fiscal 2000. The reduction in the effective annual tax
rate in fiscal 2000 is due to recognition of tax benefits in connection with our
net operating loss carryforward in Puerto Rico.
INCOME FROM CONTINUING OPERATIONS/NET INCOME: Income from continuing operations
was $538.1 million in fiscal 2001, $526.8 million in fiscal 2000, and $433.2
million in fiscal 1999. Income from continuing operations per share was $1.86 in
fiscal 2001, versus $1.66 in fiscal 2000 and $1.29 in fiscal 1999. Net income
for fiscal 2000 includes a $5.2 million charge, or $.02 per share, for the
cumulative effect of the accounting change for layaway sales. Net income for
fiscal 1999 includes an after-tax charge to discontinued operations of $9.0
million for lease related obligations, primarily for our former Hit or Miss
stores. Net income, after reflecting the above items, was $538.1 million, or
$1.86 per share, in fiscal 2001, $521.7 million, or $1.64 per share, in fiscal
2000 and $424.2 million, or $1.27 per share, in fiscal 1999.
SEGMENT INFORMATION:
The following is a discussion of the operating results of our business segments.
We consider each of our operating divisions to be a segment. More detailed
information about our segments can be found in Note N to the consolidated
financial statements.
MARMAXX:
<TABLE>
<CAPTION>
Fiscal Year Ended January
---------------------------------------
Dollars In Millions 2001 2000 1999
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $8,228.5 $7,779.8 $7,196.3
Operating income $ 858.4 $ 849.6 $ 753.9
Operating margin 10.4% 10.9% 10.5%
Percent increase in same store sales 2% 4% 5%
Stores in operation at end of period 1,196 1,137 1,079
</TABLE>
Marmaxx had a 2% same store sales increase in fiscal 2001, which was slightly
less than our expectations and last year's 4% increase. This shortfall occurred
primarily in those areas of the country that experienced unseasonable or severe
weather conditions. This, along with increases in store payroll and freight
costs are the prime reason for the reduction in Marmaxx's operating margin in
fiscal 2001. These negatives were partially offset by maintaining strong
merchandise margins and the strong performance of our new store openings. The
results for fiscal 2000 versus fiscal 1999 reflect the strong sales performance
in virtually all geographic regions along with good expense controls.
As a result of the success of our new stores, we have decided to increase our
new store openings for fiscal 2002. Marmaxx currently expects to add a net of 75
new stores in fiscal 2002.
39
<PAGE> 24
THE TJX COMPANIES, INC.
WINNERS:
<TABLE>
<CAPTION>
Fiscal Year Ended January
-------------------------------------
Dollars In Millions 2001 2000 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 563.3 $ 466.8 $ 387.4
Operating income $ 71.1 $ 54.9 $ 39.8
Operating margin 12.6% 11.8% 10.3%
Percent increase in same store sales (local currency) 8% 8% 13%
Stores in operation at end of period 117 100 87
</TABLE>
Winners' same store sales were above plan with an increase of 8% on top of an 8%
increase in the prior year. Operating income increased 29% in fiscal 2001 on top
of a 38% increase in fiscal 2000. Winners is the leading off-price retailer in
Canada which is a major factor in its growth. The growth in Winners' store base
and their strong same store sales performance are the prime reasons for the
improvement in Winners' operating margin in fiscal 2001 and fiscal 2000. We
expect to open 15 Winners stores in fiscal 2002, increasing its store base by
13%. In addition, Winners plans to introduce our HomeSense division (a
HomeGoods-like concept) to Canada with the opening of seven stores in fiscal
2002.
T.K. MAXX:
<TABLE>
<CAPTION>
Fiscal Year Ended January
-------------------------------------
Dollars In Millions 2001 2000 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 389.1 $ 298.7 $ 222.1
Operating income (loss) $ 10.9 $ 6.5 $ (2.2)
Operating margin 2.8% 2.2% (1.0)%
Percent increase in same store sales (local currency) 8% 12% 12%
Stores in operation at end of period 74 54 39
</TABLE>
T.K. Maxx in Europe recorded a same store sales increase of 8% on top of a 12%
increase in the prior year. Operating income for fiscal 2001 includes a $6.3
million charge for the cost of closing its three Netherlands stores as well as
an operating loss of $3.3 million for these stores. T.K. Maxx's operating income
in the United Kingdom and Ireland, which excludes the Netherlands stores, is
$20.5 million in fiscal 2001, $10.1 million in fiscal 2000 and $3.3 million in
fiscal 1999. The growth in T.K. Maxx's operating income in these two countries,
for fiscal 2001 and fiscal 2000, is primarily due to the growth in their store
base and their strong same store sales performance. We have increased our
expansion plans for T.K. Maxx in the United Kingdom and Ireland and expect to
add to its store base by a net of 27 stores in fiscal 2002.
HOMEGOODS:
<TABLE>
<CAPTION>
Fiscal Year Ended January
-------------------------------------
Dollars In Millions 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 315.0 $ 206.8 $ 132.5
Operating income (loss) $ 4.7 $ 4.6 $ (5.0)
Operating margin 1.5% 2.2% (3.7)%
Percent increase in same store sales 3% 13% 9%
Stores in operation at end of period 81 51 35
</TABLE>
HomeGoods' same store sales increased 3% in fiscal 2001 versus a 13% increase in
the prior year. HomeGoods' operating income was $4.7 million in fiscal 2001
versus $4.6 million in fiscal 2000 and an operating loss of $5.0 million in
fiscal 1999. The growth in sales and improvement in operating results in fiscal
2000 was largely due to the success of defining the right merchandise focus for
these stores. During the first half of fiscal 2001, HomeGoods continued to
perform well, with new stores performing above plan. However, this increased
volume, combined with many new stores opening during the peak fall shopping
period, placed pressure on HomeGoods' distribution capacity which disrupted the
flow of inventory to our stores. This issue was a major factor in this
division's lower-than-planned performance for fiscal 2001. To deal with these
issues, we are increasing our support from third party processors and we are
adding additional storage space adjacent to our Mansfield, Massachusetts
distribution center. Further, we will be opening an 800,000 square foot facility
during fiscal 2002. We currently plan to open 30 HomeGoods stores in fiscal
2002.
40
<PAGE> 25
THE TJX COMPANIES, INC.
A.J. WRIGHT:
<TABLE>
<CAPTION>
Fiscal Year Ended January
--------------------------------------
Dollars In Millions 2001 2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 83.2 $ 43.3 $ 10.7
Operating (loss) $ (15.0) $ (14.4) $ (8.7)
Percent increase in same store sales 19% N/A N/A
Stores in operation at end of period 25 15 6
</TABLE>
A.J. Wright increased its store base by 67% and achieved a 19% increase in same
store sales in fiscal 2001. This chain is still in the development stages and
entered new markets in the United States during fiscal 2001. During fiscal 2001
we opened a new 301,000 square foot distribution center in Fall River,
Massachusetts. We currently plan to add 20 new stores in fiscal 2002.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Net cash provided by operating activities was $556.8 million in fiscal 2001,
$595.2 million in fiscal 2000 and $642.4 million in fiscal 1999. The decrease in
cash provided by operations in fiscal 2001 was primarily due to an increase in
inventory levels offset, in part, by an increase in accrued expenses. Inventory
levels as of January 27, 2001, as compared to the prior year, were higher
primarily due to earlier buying for the spring season. Inventories as a
percentage of sales were 15.2% in fiscal 2001, 14.0% in fiscal 2000 and 14.9% in
fiscal 1999. The decrease in cash provided by operations in fiscal 2000 versus
fiscal 1999 reflects funding of the trusts related to deferred compensation
arrangements, and the reduction of certain accrued expenses, primarily insurance
obligations and the store closing and restructuring reserve. Working capital was
$493.2 million in fiscal 2001, $513.4 million in fiscal 2000 and $629.2 million
in fiscal 1999. The reduction in working capital in fiscal 2001, as compared to
fiscal 2000, reflects a lower cash position offsetting increases in inventory.
The reduction in working capital in fiscal 2000, as compared to fiscal 1999,
reflects a lower cash position at year - end and an increase in the current
installments of long - term debt. The cash balance in both years was largely
influenced by activity in our stock repurchase program. The cash flows from
operating activities have been reduced by $3.8 million for fiscal 2001, $27.9
million for fiscal 2000 and $16.7 million for fiscal 1999, for cash expenditures
charged against the store closing and restructuring reserve, and the
discontinued operations reserve as discussed in more detail below.
STORE CLOSING AND RESTRUCTURING RESERVE: Our store closing and restructuring
reserve relates primarily to a restructuring plan in connection with our
acquisition of Marshalls in November 1995. This reserve, which was initially
established in fiscal 1996 and subsequently adjusted, included the cost of
closing 32 T. J. Maxx stores and the cost of closing 70 Marshalls stores and
other Marshalls facilities. This reserve also included other costs in connection
with the Marshalls acquisition, primarily inventory markdowns. The T.J. Maxx
closing costs were charged to operations while the costs associated with
Marshalls were a component of the allocation of the purchase price. This reserve
also included some activity relating to several HomeGoods store closings, the
impact of which is immaterial and currently includes the estimated cost of $3.1
million for settling the lease obligations in connection with the closure of the
three T.K. Maxx stores in the Netherlands. The following is a summary of the
activity in the store closing and restructuring reserve for the last three
fiscal years:
<TABLE>
<CAPTION>
Fiscal Year Ended January
----------------------------------------
In Thousands 2001 2000 1999
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 15,731 $ 44,598 $ 57,966
Additions to the reserve 3,109 -- 1,961
RESERVE ADJUSTMENTS:
Adjust Marshalls restructuring reserve -- (3,000) --
Adjust T.J. Maxx store closing reserve -- (300) (1,800)
CHARGES AGAINST THE RESERVE:
Lease related obligations (1,922) (23,734) (12,521)
Severance and all other charges -- -- (927)
Net activity relating to HomeGoods closings (126) (1,833) (81)
-------- -------- --------
Balance at end of year $ 16,792 $ 15,731 $ 44,598
======== ======== ========
</TABLE>
41
<PAGE> 26
THE TJX COMPANIES, INC.
The remaining balance in the store closing and restructuring reserve as of
January 27, 2001 of $16.8 million is primarily for the estimated cost of the
future lease obligations of the closed stores. The estimates and assumptions
used in developing the remaining reserve requirements are subject to change,
however, we believe we have adequate reserves for these obligations. The use of
the reserve will reduce operating cash flows in varying amounts over the next
ten to fifteen years as the related leases reach their expiration dates or are
settled. We believe future spending will not have a material impact on future
cash flows or our financial condition.
DISCONTINUED OPERATIONS RESERVE: We also have a reserve for future obligations
relating to discontinued operations for the former Zayre and Hit or Miss store
chains and the Chadwick's of Boston catalog operation. The reserves were
established at the time of the sale of these operations and were adjusted to
reflect our obligations relating to guarantees on some leases of the Zayre and
Hit or Miss properties. The current balance in this reserve and the activity for
the last three fiscal years, as presented below, relates primarily to the lease
related obligations of the Zayre and Hit or Miss locations.
<TABLE>
<CAPTION>
Fiscal Year Ended January
----------------------------------------
In Thousands 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 27,304 $ 29,660 $ 17,843
Additions to the reserve -- -- 15,000
CHARGES AGAINST THE RESERVE:
Lease related obligations (1,621) (2,150) (2,768)
All other (171) (206) (415)
-------- -------- --------
Balance at end of year $ 25,512 $ 27,304 $ 29,660
======== ======== ========
</TABLE>
On November 12, 2000, the Hit or Miss store chain filed for bankruptcy and
subsequently announced that it is in the process of liquidating its assets under
Chapter 11 of the Federal Bankruptcy Code. We believe our reserve is adequate
relating to contingent obligations associated with Hit or Miss. Future spending
against the discontinued operations reserve will reduce operating cash flows in
varying amounts over the next ten to fifteen years, as leases reach termination
dates or are settled. We believe future spending will not have a material impact
on future cash flows or our financial condition.
In addition to the above obligations, we are also contingently liable on
certain other leases of the former Zayre stores as well as leases on our former
warehouse club operations. See Note M to the consolidated financial statements
for further information.
INVESTING ACTIVITIES
Our cash flows for investing activities include capital expenditures for the
last two years as set forth in the table below:
<TABLE>
<CAPTION>
Fiscal Year Ended January
-------------------------
In Millions 2001 2000
- ----------------------------------------------------------------
<S> <C> <C>
New stores $ 112.1 $ 81.2
Store renovations and improvements 94.0 96.1
Office and distribution centers 50.9 61.3
------- -------
Capital expenditures $ 257.0 $ 238.6
======= =======
</TABLE>
We expect that capital expenditures will approximate $470 million for fiscal
year 2002. This includes $146.2 million for new stores, $145.3 million for store
renovations and improvements and $178.5 million for our office and distribution
centers. We have increased our planned rate of new store growth from 10% to 12%
per year on a consolidated basis for the next several years. This increased rate
of growth, and the related investment in our distribution center network, are
the major factors in our increase in planned capital expenditures. The plan also
assumes that an increased portion of our distribution center capital needs will
be purchased rather than leased. The most significant distribution center
capital requirements for fiscal 2002 include the equipment and fixtures for the
new Marmaxx facility in Philadelphia and the new HomeGoods facility in
Indianapolis. These are leased facilities which will become operational during
fiscal 2002.
Investing activities include $23.1 million for fiscal 2001 and $5.8 million
for fiscal 2000 due to advances we made under a construction loan agreement, in
connection with the expansion of our leased home office facility. This note
receivable is included in other assets on the balance sheet. Investing
activities also include proceeds of $9.2 million in fiscal 2001 from the sale of
common stock of Manulife Financial and proceeds of $9.4 million in fiscal 1999
from the sale of shares of Brylane, Inc. common stock obtained in connection
with the sale of Chadwick's.
42
<PAGE> 27
THE TJX COMPANIES, INC.
FINANCING ACTIVITIES
In December 1999, we issued $200 million of 7.45% unsecured notes resulting in
net proceeds of $198.1 million. The proceeds were used for general corporate
purposes and to support our ongoing stock repurchase program. Financing
activities include principal payments on long-term debt of $100.2 million in
fiscal 2001, $695,000 in fiscal 2000 and $23.4 million in fiscal 1999.
During fiscal 2001, we completed a $750 million stock repurchase program and
announced a new multi-year, $1 billion stock repurchase program. These stock
repurchase programs followed a $250 million stock repurchase program in fiscal
1999. We spent $444.1 million in fiscal 2001, $604.6 million in fiscal 2000 and
$337.7 million in fiscal 1999, funded primarily by excess cash generated from
operations. We repurchased 22.2 million shares in fiscal 2001, 23.6 million in
fiscal 2000 and 15.6 million in fiscal 1999 (adjusted for stock split). As of
January 27, 2001 we have repurchased 19.6 million shares of our common stock at
a cost of $381.6 million under the current $1 billion stock repurchase program.
We declared quarterly dividends on our common stock of $.04 per share in
fiscal 2001, $.035 per share in fiscal 2000 and $.03 per share in fiscal 1999.
Cash payments for dividends on our common stock totaled $44.7 million in fiscal
2001, $42.7 million in fiscal 2000 and $36.5 million in fiscal 1999. Prior to
fiscal 2000, we also had dividend requirements on all of our outstanding
preferred stock that resulted in cash outlays of $3.9 million in fiscal 1999.
During fiscal 1999, 357,300 shares of Series E preferred stock were voluntarily
converted into 6.7 million shares of common stock. On November 18, 1998 the
remaining 370,000 outstanding shares of the Series E preferred stock were
mandatorily converted into 8.0 million shares of common stock in accordance with
its terms. We paid inducement fees of $130,000 on the Series E voluntary
conversions in fiscal 1999. The inducement fees are classified as preferred
dividends and were paid through the respective conversion dates. Financing
activities also include proceeds of $26.1 million for fiscal 2001, $9.3 million
for fiscal 2000 and $13.9 million for fiscal 1999 from the exercise of employee
stock options. These stock option exercises provided tax benefits of $15.9
million in fiscal 2001, $11.7 million in fiscal 2000 and $13.8 million in fiscal
1999, which are included in cash provided by operating activities.
We traditionally have funded our seasonal merchandise requirements through
cash generated from operations, short-term bank borrowings and the issuance of
short-term commercial paper. We can borrow up to $500 million under our
five-year revolving credit agreement entered in September 1997 and up to $250
million under our 364-day revolving credit agreement entered in July 2000. The
revolving credit facilities are used as backup to our commercial paper program.
As of January 27, 2001 we had a total of $711 million available under these
agreements. The maximum amount of U.S. short term borrowings outstanding was
$330 million during fiscal 2001, $108 million during fiscal 2000, with no
borrowings outstanding during fiscal 1999. The weighted average interest rate on
our U.S. short term borrowings was 6.82% in fiscal 2001 and 6.06% in fiscal
2000. We also have C$40 million of credit lines for our Canadian operations, all
of which were available as of January 27, 2001. The maximum amount outstanding
under our Canadian credit lines was C$15.2 million during fiscal 2001, C$19.2
million during fiscal 2000 and C$15.6 million during fiscal 1999.
In February 2001, we issued $517.5 million zero coupon convertible
subordinated notes due 2021 and raised gross proceeds of $347.6 million. The
issue price of the notes represents a yield to maturity of 2% per year. The
notes are convertible into 8.5 million shares of our common stock if its value
reaches specified thresholds, and upon the occurrence of other specified events.
The holders may require us to purchase the notes at specified prices on the
first, third, sixth and twelfth anniversary of their issuance. We may pay the
purchase price in cash, our stock, or a combination of the two. We intend to use
the proceeds for our accelerated store roll-out program, investment in our
distribution center network, general corporate purposes and our common stock
repurchase program.
We believe that our current credit facilities are more than adequate to meet
our operating needs. See Notes C, G and O to the consolidated financial
statements for further information regarding our long-term debt, capital stock
transactions and available financing sources.
RECENT ACCOUNTING PRONOUNCEMENTS
During 1998, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement, as amended, established
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
This Statement requires that an entity recognize all derivatives as either
assets or liabilities in the statements of financial position and measure those
instruments at fair value. This Statement also requires that companies recognize
adjustments to the fair value of derivatives in earnings when they occur, if
they do not qualify for hedge accounting. For derivatives that qualify for hedge
accounting, changes in the fair value of the derivatives can be recognized
currently in earnings, along with an offsetting adjustment against the basis of
the underlying hedged item, or can be deferred in accumulated other
comprehensive income.
This Statement will affect the accounting for our hedging contracts as
described in Note D to the consolidated financial statements. As described in
Note D, TJX periodically enters into forward foreign currency exchange contracts
to hedge certain merchandise purchase commitments and to hedge our net
investment in foreign subsidiaries. Through January 27, 2001, TJX applied hedge
accounting to these contracts. We adopted SFAS No. 133 at the beginning of our
first quarter for fiscal 2002. Upon adoption of SFAS No. 133 we elected not to
apply the hedge accounting rules to our merchandise related contracts even
though these contracts effec-
43
<PAGE> 28
THE TJX COMPANIES, INC.
tively function as an economic hedge of the underlying exposure. Thus, the
changes in fair value of the inventory related contracts will impact earnings in
the period of change. We will continue to apply hedge accounting on the net
investment hedge contracts and changes in fair value of these contracts will
continue to be recorded in accumulated other comprehensive income.
In accordance with SFAS No. 133, the fair value of all of TJX's hedge
contracts amounted to a net asset of $10 million, most of which are for the net
investment hedge contracts. The carrying value of all of our hedging contracts,
before adoption, was $12 million and thus we recorded a charge to accumulated
other comprehensive income for the cumulative effect of an accounting change of
$2 million effective January 28, 2001.
MARKET RISK
We are exposed to foreign currency exchange rate risk on our investment in our
Canadian (Winners) and European (T.K. Maxx) operations. As more fully described
in Note D to the consolidated financial statements, we hedge a significant
portion of our net investment and certain merchandise commitments in these
operations with derivative financial instruments. We utilize currency forward
and swap contracts, designed to offset the gains or losses in the underlying
exposures. The contracts are executed with creditworthy banks and are
denominated in currencies of major industrial countries. We do not enter into
derivatives for speculative trading purposes.
FORWARD-LOOKING INFORMATION
Some statements contained in this Annual Report are forward-looking and involve
a number of risks and uncertainties. Statements that address activities, events
and results that we intend, expect or believe may occur in the future are
forward-looking statements. Among the factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements are the following: general economic conditions and consumer demand
and consumer preferences; weather patterns in areas where we have concentrations
of stores; competitive factors, including pressure from pricing and promotional
activities of competitors; impact of excess retail capacity and the availability
of desirable store and distribution center locations on suitable terms;
recruiting quality sales associates; the availability, selection and purchasing
of attractive merchandise on favorable terms; potential disruptions in supply
and duties, tariffs and quotas on imported merchandise, as well as economic and
political problems in countries from which merchandise is imported; currency and
exchange rate factors in our foreign operations; expansion of our store base,
development of new businesses and application of our off-price strategies in
foreign countries; acquisition and divestment activities; and other factors that
may be described in our filings with the Securities and Exchange Commission. We
do not undertake to publicly update or revise our forward-looking statements
even if experience or future changes make it clear that any projected results
expressed or implied therein will not be realized.
Price Range of Common Stock
TJX's common stock is listed on the New York Stock Exchange (Symbol: TJX). The
quarterly high and low trading stock prices for fiscal 2001 and fiscal 2000 are
as follows:
<TABLE>
<CAPTION>
Fiscal 2001 Fiscal 2000
------------------------------------------------
Quarter High Low High Low
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
First $ 24.56 $ 13.94 $ 37.00 $ 27.06
Second 22.38 16.00 35.94 28.75
Third 26.31 15.81 33.50 24.00
Fourth 31.50 22.50 27.81 16.25
</TABLE>
The approximate number of common shareholders at January 27, 2001 was 40,300.
TJX declared four quarterly dividends of $.04 per share for fiscal 2001 and
$.035 per share for fiscal 2000.
44
<PAGE> 29
THE TJX COMPANIES, INC.
Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>
First Second Third Fourth
In Thousands Except Per Share Amounts Quarter Quarter Quarter Quarter
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal Year Ended January 27, 2001
Net sales $2,108,116 $2,258,174 $2,461,411 $2,751,305
Gross earnings (1) 554,076 555,876 653,663 627,267
Income before cumulative effect of accounting change 130,580 114,033 158,274 135,179
Diluted earnings per share .44 .39 .56 .48
Net income 130,580 114,033 158,274 135,179
Diluted earnings per share .44 .39 .56 .48
Fiscal year ended January 29, 2000 (2)
Net sales $1,930,506 $2,102,851 $2,235,054 $2,526,936
Gross earnings (1) 511,714 517,603 588,784 597,846
Income before cumulative effect of accounting change 122,274 115,881 151,717 136,950
Diluted earnings per share .38 .36 .48 .44
Net income 117,120 115,881 151,717 136,950
Diluted earnings per share .36 .36 .48 .44
</TABLE>
(1) Gross earnings equal net sales less cost of sales, including buying and
occupancy costs.
(2) During fiscal 2000, TJX changed its method of accounting for layaway sales
(See Note A to the consolidated financial statements). The cumulative
effect of this change for periods prior to January 31, 1999 of $5.2
million, net of income taxes of $3.4 million, is included in net income of
the first quarter of fiscal 2000.
45
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>b38205tcex21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES
------------
<TABLE>
<CAPTION>
STATE OR JURISDICTION NAME UNDER WHICH
OF INCORPORATION DOES BUSINESS
OPERATING SUBSIDIARIES OR ORGANIZATION (IF DIFFERENT)
- ---------------------- --------------------- ----------------
<S> <C> <C>
NBC Attire Inc. Massachusetts
Newton Buying Corp. Delaware
NBC Distributors Inc. Massachusetts
NBC Merchants, Inc. Indiana
NBC Charlotte Merchants, Inc. North Carolina
NBC Nevada Merchants, Inc. Nevada
NBC Philadelphia Merchants, Inc. Pennsylvania
Marmaxx Operating Corp. Delaware T.J. Maxx/Marshalls
Marshalls Atlanta Merchants, Inc. Georgia
Marshalls Bridgewater Merchants, Inc. Virginia
Marshalls Woburn Merchants, Inc. Massachusetts
Marshalls of MA, Inc. Massachusetts
New York Department Stores Puerto Rico Marshalls
de Puerto Rico, Inc.
Marshalls of Richfield, MN, Inc. Minnesota
Marshalls of Northridge-Devonshire, CA, Inc. California
Marshalls of Glen Burnie, MD, Inc. Maryland
Marshalls of Beacon, VA, Inc. Virginia
Marshalls of Laredo, TX, Inc. Texas
Marshalls of Calumet City, IL, Inc. Illinois
Marshalls of Chicago-Clark, IL, Inc. Illinois
Marshalls of Streamwood, IL, Inc. Illinois
Marshalls of Chicago-Brickyard, IL, Inc. Illinois
Marshalls of Matteson, IL, Inc. Illinois
Marshalls of Elizabeth, NJ, Inc. New Jersey
Marshalls of Nevada, Inc. Nevada
Newton Buying Company of CA, Inc. Delaware Marshalls
Strathmex Corp. Delaware
HomeGoods, Inc. Delaware
H.G. Merchants, Inc. Massachusetts
H.G. Indiana Distributors, Inc. Indiana
HomeGoods of Puerto Rico, Inc. Puerto Rico
Winners Merchants Inc. Ontario, Canada
NBC Apparel, Inc. Delaware
NBC Apparel United Kingdom T.K. Maxx
NBC Apparel Group United Kingdom
T.K. Maxx United Kingdom
NBC Apparel Management Limited United Kingdom
TJX Netherlands B.V. Netherlands T.K. Max
T.K. Maxx Ireland Ireland
Concord Buying Group, Inc. New Hampshire A.J. Wright
AJW Merchants Inc. Massachusetts A.J. Wright
NBC Manager, LLC Delaware
NBC Trust Massachusetts
NBC Operating, LLC Delaware
</TABLE>
<PAGE> 2
EXHIBIT 21
SUBSIDIARIES
------------
CONTINUED
STATE OR JURISDICTION NAME UNDER WHICH
OF INCORPORATION DOES BUSINESS
OPERATING SUBSIDIARIES OR ORGANIZATION (IF DIFFERENT)
- ---------------------- --------------------- ----------------
T.J. Maxx of CA, LLC Delaware
T.J. Maxx of IL, LLC Delaware
Marshalls of CA, LLC Delaware
Marshalls of IL, LLC Delaware
NYDS, LLC Delaware
LEASING SUBSIDIARIES
- --------------------
Cochituate Realty, Inc. Massachusetts
NBC First Realty Corp. Indiana
NBC Second Realty Corp. Massachusetts
NBC Fourth Realty Corp. Nevada
NBC Fifth Realty Corp. Illinois
NBC Sixth Realty Corp. North Carolina
AJW Realty of Fall River, Inc. Massachusetts
H.G. Freetown Realty Corp. Massachusetts
H.G. Conn. Realty Corp. Delaware
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>4
<FILENAME>b38205tcex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edmond English and Donald G. Campbell and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign the form 10-K to be filed by The
TJX Companies, Inc. for the fiscal year ended January 27, 2001 and any or all
amendments thereto and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
/s/ EDMOND ENGLISH /s/ DONALD G. CAMPBELL
- ---------------------------------- --------------------------------------
Edmond English, President, Donald G. Campbell, Executive Vice
Principal Executive Officer and President-Finance, Principal Financial
Director and Accounting Officer
/s/ BERNARD CAMMARATA /s/ JOHN M. NELSON
- ---------------------------------- --------------------------------------
Bernard Cammarata, Director John M. Nelson, Director
/s/ GARY CRITTENDEN /s/ JOHN F. O'BRIEN
- ---------------------------------- --------------------------------------
Gary Crittenden, Director John F. O'Brien, Director
/s/ GAIL DEEGAN /s/ ROBERT F. SHAPIRO
- ---------------------------------- --------------------------------------
Gail Deegan, Director Robert F. Shapiro, Director
/s/ DENNIS F. HIGHTOWER /s/ WILLOW B. SHIRE
- ---------------------------------- --------------------------------------
Dennis F. Hightower, Director Willow B. Shire, Director
/s/ RICHARD LESSER /s/ FLETCHER H. WILEY
- ---------------------------------- --------------------------------------
Richard Lesser, Director Fletcher H. Wiley, Director
/s/ ARTHUR F. LOEWY
- ----------------------------------
Arthur F. Loewy, Director
Dated: April 11, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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