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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 28, 1995 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
Series C Cumulative Convertible Preferred
Stock, par value $1.00 New York Stock Exchange
9-1/2% Sinking Fund Debentures due
May 1, 2016 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 15, 1995 was $862,798,474.
There were 72,400,901 shares of the Registrant's Common Stock, $1 par
value, outstanding as of March 15, 1995.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year
ended January 28, 1995 (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 6, 1995 (Part III).
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ITEM 1. Business
The Company is the largest off-price specialty apparel retailer in
North America, comprised of the T.J. Maxx and Winners family apparel
chains, the Hit or Miss chain of women's specialty stores and Chadwick's of
Boston mail-order catalog. T.J. Maxx, Hit or Miss and Chadwick's of Boston
operate in the United States and Winners operates in Canada. The Company
is also developing HomeGoods which operates off-price home fashions stores
in the United States and T.K. Maxx, a new venture in the United Kingdom,
which is a T.J. Maxx-like business.
The Company strives to provide value to its customers by delivering
brand names, fashion, quality and price. During the fiscal year ended
January 28, 1995 ("fiscal 1995"), the Company's stores derived 31.0% of its
sales from the Northeast, 23.4% from the Midwest, 28.3% from the South,
1.6% from the Central States, 12.0% from the West and 3.7% from Canada.
The greatest share of sales volume is done through the Company's T.J.
Maxx chain, which operates 551 stores in 48 states, with an average store
size of 28,000 gross square feet. T.J. Maxx sells a broad range of brand
name family apparel, accessories, women's shoes, domestics, giftware and
jewelry at prices generally 20% to 60% below department and specialty store
regular prices. Hit or Miss, with 490 stores averaging 4,000 square feet
in 35 states, is a chain of off-price women's specialty apparel stores
featuring women's brand name and private label fashions including both
wear-to-work and weekend wear. Chadwick's of Boston sells, through a mail-
order catalog, women's career and casual fashion apparel priced
significantly below department store regular prices. Winners Apparel Ltd.,
which was acquired by the Company in fiscal 1991, is a Canadian off-price
family apparel retailer, which operates 37 stores in Canada. HomeGoods, an
off-price business the Company began testing in fiscal 1993, sells
domestics, giftware and other home fashions and operates a total of 15
stores. T.K. Maxx, the Company's newest venture, operates 5 off-price
apparel stores in the United Kingdom. Unless otherwise indicated, all
figures herein relating to numbers of stores are as of January 28, 1995.
In common with the business of apparel retailers generally, the
Company's business is subject to seasonal influences, with higher levels of
sales and income generally realized in the second half of the year.
PAGE 4
Set forth in the following table are the locations of stores operated
by the Company's United States operations as of January 28, 1995:
T.J. Maxx Hit or Miss HomeGoods
Alabama....................... 9 3 -
Arizona....................... 7 1 -
Arkansas...................... 2 - -
California.................... 46 37 -
Colorado...................... 8 4 -
Connecticut................... 21 20 2
Delaware...................... 2 1 -
District of Columbia.......... - 4 -
Florida....................... 40 43 -
Georgia....................... 18 11 2
Hawaii........................ 1 - -
Idaho......................... 1 - -
Illinois...................... 36 31 -
Indiana....................... 8 5 -
Iowa.......................... 4 1 -
Kansas........................ 4 2 -
Kentucky...................... 4 2 1
Louisiana..................... 5 6 -
Maine......................... 5 2 -
Maryland...................... 10 15 -
Massachusetts................. 36 38 3
Michigan...................... 23 25 -
Minnesota..................... 11 5 -
Mississippi................... 1 - -
Missouri...................... 9 10 -
Montana....................... 1 - -
Nebraska...................... 2 - -
Nevada........................ 3 1 -
New Hampshire................. 8 4 2
New Jersey.................... 14 47 -
New Mexico.................... 2 - -
New York...................... 38 28 -
North Carolina................ 14 11 -
North Dakota.................. 2 - -
Ohio.......................... 31 18 2
Oklahoma...................... 3 2 -
Oregon........................ 3 - -
Pennsylvania.................. 28 30 -
Rhode Island.................. 3 11 -
South Carolina................ 8 5 -
South Dakota.................. 1 - -
Tennessee..................... 12 12 -
Texas......................... 25 26 -
Utah.......................... 3 - -
Vermont....................... 1 1 -
Virginia...................... 22 18 -
Washington.................... 7 - -
West Virginia................. 1 - -
Wisconsin..................... 8 10 3
Total Stores 551 490 15
Winners Apparel Ltd. operates 37 stores in Canada: 4 in Alberta, 3 in
Manitoba, 27 in Ontario, 2 in Quebec and 1 in Nova Scotia.
T.K. Maxx operates 5 stores in the United Kingdom.
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T.J. MAXX
T.J. Maxx is the largest off-price family apparel chain in the United
States, selling brand name family apparel and accessories, women's shoes,
domestics, jewelry and giftware. T.J. Maxx's target customers are
generally women between the ages 25 to 50, who typically have families with
middle and upper-middle incomes and generally fit the profile of a
department store shopper. Over 95% of T.J. Maxx's merchandise is first
quality, and the balance consists of irregulars, samples and department or
specialty store over-stocks. The chain uses a number of opportunistic
buying strategies to purchase large quantities of merchandise at
significant discounts from initial wholesale prices. Its strategies
include special situation purchases, closeouts of current season fashions
and out-of-season purchases of basic seasonal items for warehousing until
the appropriate selling season. Pricing and markdown decisions and store
replenishment requirements are determined centrally, using information
provided by electronic point-of-sale computer terminals. T.J. Maxx employs
a disciplined markdown policy to ensure that substantially all merchandise
is sold within targeted selling periods.
T.J. Maxx stores are generally located in suburban strip shopping
centers, in close proximity to population centers, and average
approximately 28,000 gross square feet. In recent years, T.J. Maxx has
enlarged a number of stores to a larger prototype format, typically 30,000-
40,000 square feet in size, and plans to continue its program of enlarging
highly successful stores where adjacent real estate is available. This
larger format allows T.J. Maxx to expand all of its departments, with
particular emphasis on its highly successful giftware and housewares
departments and other non-apparel categories.
In fiscal 1995, 44 stores were opened, including 29 of the new larger
prototype, and 5 were closed. In addition, 22 existing stores were
expanded to the larger format bringing the total of T.J. Maxx stores in the
larger format to 179. In fiscal 1996, approximately 40-45 new stores are
planned, of which approximately 25 are expected to be larger stores, along
with the planned expansion of about 20 existing locations. During the past
five years, T.J. Maxx has opened 211 new stores while closing 12 and has
increased its presence in the metropolitan New York market with the
addition of stores on Long Island and in New Jersey.
HIT OR MISS
Hit or Miss sells first quality current season women's apparel, and
targets working women 20 to 45 years old who desire up-to-date fashion and
brand name quality merchandise at affordable prices. Hit or Miss sells
nationally recognized brand name merchandise, purchased directly from
manufacturers at prices below initial wholesale prices, and also sells
private label merchandise, a large percentage of which is imported, in
lines where quality, price and fashion are more important to customers than
brand names. An aggressive markdown policy is pursued to achieve the
turnover necessary to offer up-to-date fashionable merchandise. All
purchasing, stocking, replenishment, initial pricing and markdowns are
determined centrally rather than at the store level.
A majority of Hit or Miss stores are located in suburban strip
shopping centers, with the balance located in downtown areas, town centers
and regional and outlet malls. Hit or Miss stores average approximately
PAGE 6
4,000 gross square feet with an average of approximately 3,100 square feet
of selling space.
During fiscal 1995, Hit or Miss opened 29 stores and closed 32 stores
as it continued with its real estate repositioning strategy initiated in
fiscal 1993. The Hit or Miss stores have short average remaining lease
lives which provides the Company the opportunity to close additional
stores, if warranted, in a cost effective manner. In the past five years,
Hit or Miss has opened 132 new stores, and has closed 188 stores. Hit or
Miss expects to open 5 new stores in fiscal 1996, and anticipates closing
approximately 50 stores depending upon management's review.
CHADWICK'S OF BOSTON
The Chadwick's of Boston catalog features first quality, current
fashion and classic merchandise, including career sportswear, casual wear,
dresses, suits and accessories, with a mix of brand name and private label
merchandise priced significantly below department store regular prices.
Chadwick's target customers are 20 to 45 year old women interested in
moderate to upper moderate priced merchandise and include both homemakers
and working women. Certain of Chadwick's catalogs also carry some menswear
items. During fiscal 1996, Chadwick's will be testing a new catalog which
will carry the Cosmopolitan label. Cosmopolitan is a registered trademark
of the Hearst Corporation. The Cosmopolitan Catalog will be geared toward
young, working women and will offer the latest fashion trends at affordable
prices.
Chadwick's is continuing to invest in its infrastructure to support
its growth. During fiscal 1993, Chadwick's completed a major addition to
its fulfillment center and installed a state-of-the-art telephone order
system and an upgraded order processing system. Further expansion of its
fulfillment center was completed in fiscal 1995. Chadwick's is committed
to further improving its customer service and fulfillment center
operations.
WINNERS APPAREL LTD.
Winners Apparel Ltd., acquired by the Company in fiscal 1991, is a
Canadian off-price family apparel retailer offering top brands and designer
names at substantial savings. Winners emphasizes off-price designer and
brand name misses sportswear, dresses and accessories as well as menswear
and clothing for children and infants and toddlers. In addition, during
the year Winners rolled-out giftware departments in all of its stores. In
fiscal 1995, Winners opened 10 new stores and now operates a total of 37
stores. Winners entered new markets in the eastern provinces with stores
in Quebec and Nova Scotia. Winners expects to open 12 new stores in fiscal
1996 and to expand further into new Canadian markets. In support of its
store growth, Winners moved into a new distribution facility in fiscal
1994.
HOMEGOODS
In fiscal 1995, the Company continued to test its new HomeGoods
stores, designed to expand the Company's off-price presence in the home
fashions market. Based on the continuing success of T.J. Maxx's domestics
and giftware categories, the Company believes an opportunity exists for a
chain of large off-price stores focusing exclusively on home fashions.
PAGE 7
HomeGoods offers a broad and deep range of home fashion products, including
domestics, cookware, bath accessories, and giftware in a no-frills, multi-
department store format. The Company has refined HomeGoods' merchandise
mix and softened the look of its store layout. The stores currently
average approximately 43,000 square feet, but the Company intends to move
to a smaller 35,000 square foot prototype with future openings. The
Company opened 5 HomeGoods stores in fiscal 1995 and now operates a total
of 15 stores. HomeGoods expects to open about 10 new stores in fiscal
1996.
The first 6 stores were opened in former Ames locations for which the
Company has assumed lease liability, enabling the Company to test this new
concept at relatively low cost.
T.K. MAXX
During fiscal 1995, the Company opened its first 5 T.K. Maxx stores in
the United Kingdom, and began testing the off-price apparel concept
overseas. This concept is similar to T.J. Maxx and Winners. The Company
had a total of 5 stores at year end and plans to open approximately 5 in
fiscal 1996.
EMPLOYEES
At January 28, 1995, the Company had approximately 38,000 employees,
many of whom work less than 40 hours per week. In addition, temporary
employees are hired during the peak back-to-school and holiday seasons.
The Company has several collective bargaining agreements with the
International Ladies Garment Workers Union ("ILGWU"), covering
approximately 3,900 employees in its distribution facilities in Stoughton,
West Bridgewater and Worcester, Massachusetts; Evansville, Indiana; Las
Vegas, Nevada and Charlotte, North Carolina. New three year agreements,
effective January 1, 1995, were ratified by the union workers in the three
New England distribution centers, and in the Las Vegas facility. The
Company considers its labor/management relations and overall employee
relations to be good.
COMPETITION
The retail apparel business is highly competitive. The Company
generally competes for customers with a variety of conventional and other
retail stores, including national, regional and local independent
department and specialty stores, as well as with catalog operations,
factory outlet stores and other off-price stores. Competitive factors
important to the Company's customers include fashion, value, merchandise
selection, brand name recognition and, to a lesser degree, store location.
In addition, because the Company purchases much of its inventory
opportunistically, the Company competes for merchandise with other national
and regional off-price apparel retailers.
Many of the Company's competitors handle identical or similar lines of
merchandise and have comparable locations, and some have greater financial
resources than the Company. The Company has relied and will continue to
rely on a strong focus on consistently executing its mission of delivering
exceptional fashion value to its target customers as a means of
distinguishing itself from its competitors.
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CREDIT
The Company's stores operate primarily on a cash-and-carry basis.
Each chain accepts credit sales through programs offered by banks and
others.
BUYING AND DISTRIBUTION
Each of the Company's chains is serviced through its own centralized
buying and distribution network. Each T.J. Maxx store is serviced by one
of the chain's four distribution centers in Worcester, Massachusetts,
Evansville, Indiana, Las Vegas, Nevada and Charlotte, North Carolina.
Shipments are made twice a week by contract carrier to each store. All Hit
or Miss stores are serviced by its warehouse facility in Stoughton,
Massachusetts. Chadwick's of Boston's customers are serviced from its
fulfillment center in West Bridgewater, Massachusetts. Winners Apparel
Ltd. stores are serviced from a distribution center in Mississaugau,
Ontario and HomeGoods stores are serviced from a distribution center in
Mansfield, Massachusetts.
ITEM 2. Properties
T.J. Maxx, Hit or Miss and Winners lease virtually all of their store
locations. Leases are generally for 10 years with options to extend for
one or more 5 year periods. The Company has the right to terminate certain
leases before the expiration date under certain circumstances and for a
specified payment.
The approximate average size of a T.J. Maxx store is 28,000 square
feet, Hit or Miss stores average approximately 4,000 square feet, Winners
stores are approximately 23,000 square feet on average and HomeGoods stores
currently average approximately 43,000 square feet. The Company owns four
T.J. Maxx distribution facilities - a 526,000 square foot facility in
Worcester, Massachusetts, a 983,000 square foot facility in Evansville,
Indiana, a 400,000 square foot facility in Las Vegas, Nevada, and a 600,000
square foot facility in Charlotte, North Carolina. Hit or Miss leases its
334,000 square foot warehouse and office facility in Stoughton,
Massachusetts under a lease expiring in September 1999, with renewal
options extending to 2019. Chadwick's owns a 676,000 square foot
fulfillment center and office facility in West Bridgewater, Massachusetts.
Chadwick's is also leasing a nearby 127,000 square foot warehouse and
office facility. Winners leases 313,000 square feet of warehouse and
office space in Mississaugau, Ontario. HomeGoods leases a 125,000 square
foot distribution center in Mansfield, Massachusetts. T.K. Maxx in the
United Kingdom has leased a 57,000 square foot office and distribution
facility in Hayes, Middlesex, England. The Company's, T.J. Maxx's and
HomeGoods' executive and administrative offices are located in a 517,000
square foot office facility, which the Company leases in Framingham,
Massachusetts.
PAGE 9
The table below indicates the approximate gross square footage of
stores and distribution centers, by division, in operation as of January
28, 1995.
(In Thousands)
Stores Distribution Centers
Leased Owned
T.J. Maxx 15,313 - 2,466
Winners 838 230 -
Hit or Miss 1,951 264 -
HomeGoods 649 125 -
T.K. Maxx 130 50 -
Chadwick's - 85 543
Total 18,881 754 3,009
ITEM 3. Legal Proceedings
The Company is a defendant in a class action lawsuit, In Re TJX
Companies, Inc., Consolidated Civil Action No. 10514, in the Court of
Chancery of the State of Delaware. The former The TJX Companies, Inc.
("old TJX"), formerly an 83%-owned subsidiary of the Company, and the
directors of old TJX are also named as defendants in this lawsuit. The
lawsuit alleges that certain actions of the defendants in respect of the
merger in 1989 of old TJX into The TJX Operating Companies, Inc., a wholly-
owned subsidiary subsequently merged into the Company, constituted self-
dealing, deception, unfair dealing, overreaching and a breach of fiduciary
duties owed by the defendants to the then public stockholders of old TJX.
In particular, the amended complaint alleges that the terms of the merger
were unfair and offered inadequate consideration to the then public
stockholders of old TJX. The suit seeks to recover unspecified monetary
damages. The defendants have filed answers denying any wrongdoing. The
Company believes that the substantive allegations of the case are without
merit and that the case will not have a material effect on the Company's
financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of the Company's security
holders during the fourth quarter of fiscal 1995.
PAGE 10
ITEM 4A. Executive Officers of the Registrant
The following persons are the executive officers of the Company as of
the date hereof:
Office and Employment
Name Age During Last Five Years
Bernard Cammarata 55 President, Chief Executive Officer and
Director since 1989 and Chairman of the
T.J. Maxx Division since 1986. Executive
Vice President of the Company from 1986 to
1989. President, Chief Executive Officer
and Director of the Company's former TJX
subsidiary from 1987 to 1989; President of
T.J. Maxx, 1976 to 1986.
Donald G. Campbell 43 Senior Vice President - Finance since 1989.
Senior Financial Executive of the Company,
1988 to 1989; Senior Vice President -
Finance and Administration Zayre Stores
Division 1987-1988; Vice President and
Corporate Controller of the Company prior
to 1987.
Sumner L. Feldberg 70 Chairman of the Board of Directors since
1989. Chairman of the Executive Committee
of the Board of Directors since 1987;
Chairman of the Board of Directors prior to
1987.
Richard Lesser 60 Executive Vice President of the Company
since 1991 and Chief Operating Officer of
the Company since 1994. Senior Vice
President of the Company 1989-1991 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.
The foregoing were elected to their current Company offices by the
Board of Directors in June 1994. All officers hold office until the next
annual meeting of the Board in June 1995 and until their successors are
elected and qualified.
PAGE 11
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 36 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 15 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 31 through 33 of the Annual Report, under the caption
"Management's Discussion and Analysis of Results of Operations and
Financial Condition."
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 16 through 29 of the Annual Report, under the captions; "Consolidated
Statements of Income," "Consolidated Balance Sheets," "Consolidated
Statements of Cash Flows," "Consolidated Statements of Shareholders'
Equity," "Selected Information by Major Business Segment" and "Notes to
Consolidated Financial Statements."
ITEM 9. Disagreements on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The Company 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 28, 1995 (the "Proxy Statement"). The
information required by this Item and not given in Item 4A, Executive
Officers of the Registrant, is incorporated by reference to the Proxy
Statement. However, information under the captions "Executive Compensation
Committee Report" and "Performance Graph" in the Proxy Statement is not so
incorporated.
ITEM 11. Executive Compensation
The information required by this Item is incorporated by reference to
the Proxy Statement.
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ITEM 12. Security Ownership of Certain
Beneficial Owners and Management
The information required by this Item is incorporated by reference to
the Proxy Statement.
ITEM 13. Certain Relationships and
Related Transactions
The information required by this Item is incorporated by reference to
the Proxy Statement.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
A. The Financial Statements and Financial Statement Schedules filed as
part of this report are listed and indexed at Page F-1.
B. The Company did not file any reports on Form 8-K with the Securities
and Exchange Commission during the quarter ended January 28, 1995.
C. Listed below are all Exhibits filed as part of this report. Certain
Exhibits are incorporated by reference to documents previously filed by the
Registrant with the Securities and Exchange Commission pursuant to Rule
12b-32 under the Securities Exchange Act of 1934, as amended.
(3i) Articles of Incorporation.
(a) Second Restated Certificate of Incorporation filed June 5, 1985,
is filed herewith.
(b) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 3, 1986, is filed herewith.
(c) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 2, 1987, is filed herewith.
(d) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 20, 1989, is filed herewith.
(e) Certificate of Designations, Preferences and Rights of New Series
A Cumulative Convertible Preferred Stock of the Company is filed
herewith.
(f) Certificate of Designations, Preferences and Rights of $3.125
Series C Cumulative Convertible Preferred Stock of the Company is
filed herewith.
(3ii) By-laws.
(a) The by-laws of the Company, as amended, are filed herewith.
(4) Instruments defining the rights of security holders,
including indentures.
PAGE 13
(a) Common and Preferred Stock: See the Second Restated Certificate
of Incorporation, as amended (Exhibit (3i)(a)-(f) hereto).
(b) A composite copy of the Share Purchase Agreements dated as of
April 15, 1992 regarding Series A Cumulative Convertible
Preferred Stock is incorporated by reference to Exhibit 4(c) to
the Form 10-K filed for the fiscal year ended January 25, 1992.
(c) Exchange Agreement dated as of August 6, 1992 between the Company
and the holders of New Series A Cumulative Convertible Preferred
Stock is incorporated by reference to Exhibit 19.1 to the Form
10-Q filed for the quarter ended July 25, 1992.
Each other instrument relates to securities the total amount of
which does not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to furnish
to the Securities and Exchange Commission copies of each such
instrument not otherwise filed herewith or incorporated herein by
reference.
(10) Material Contracts.
(a) The Amended and Restated Employment Agreement dated as of April
26, 1988 with Stanley Feldberg is incorporated herein by
reference to Exhibit 10(a) to the Form 10-K filed for the fiscal
year ended January 30, 1988. The First Amendment to the 1988
Amended and Restated Employment Agreement of Stanley Feldberg
dated June 8, 1993 is incorporated herein by reference to Exhibit
10(a) to the Form 10-K filed for the fiscal year ended January
29, 1994. *
(b) The Amended and Restated Employment Agreement dated as of June 1,
1989 with Sumner L. Feldberg is incorporated herein by reference
to Exhibit 10(b) to the Form 10-K filed for the fiscal year ended
January 27, 1990. The First Amendment dated as of December 9,
1992 to Sumner L. Feldberg's Amended and Restated Employment
Agreement is incorporated herein by reference to Exhibit 10(b) to
the Form 10-K for the fiscal year ended January 30, 1993. *
(c) The Employment Agreement dated as of June 1, 1989 with Arthur F.
Loewy is incorporated herein by reference to Exhibit 10(c) to the
Form 10-K filed for the fiscal year ended January 27, 1990. The
Amendment dated as of January 26, 1991 to Arthur F. Loewy's
Employment Agreement is incorporated herein by reference to
Exhibit 10(c) to the Form 10-K filed for the fiscal year ended
January 26, 1991. Amendment No. 2 dated as of January 25, 1992
to Arthur F. Loewy's Employment Agreement is incorporated herein
by reference to Exhibit 10(c) to the Form 10-K filed for the
fiscal year ended January 25, 1992. Amendment No. 3 dated as of
January 30, 1993 to Arthur F. Loewy's Employment Agreement is
incorporated herein by reference to Exhibit 10(c) to the Form 10-
K filed for the fiscal year ended January 30, 1993. Amendment
No. 4, dated as of January 29, 1994, to Arthur F. Loewy's
Employment Agreement is incorporated herein by reference to
Exhibit 10(c) to the Form 10-K filed for the fiscal year ended
January 29, 1994. *
PAGE 14
(d) The Employment Agreement dated as of January 30, 1994 with
Bernard Cammarata is filed herewith.*
(e) The Amended and Restated Employment Agreement dated as of
February 1, 1995 with Richard Lesser is filed herewith.*
(f) The Amended and Restated Employment Agreement dated as of
February 1, 1995 with Donald G. Campbell is filed herewith.*
(g) The Management Incentive Plan, as amended, is incorporated herein
by reference to Exhibit 10(g) to the Form 10-K filed for the
fiscal year ended January 29, 1994. *
(h) 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. *
(i) The 1986 Stock Incentive Plan, as amended, is incorporated herein
by reference to Exhibit 10(i) to the Form 10-K filed for the
fiscal year ended January 29, 1994. *
(j) The TJX Companies, Inc. Long Range Performance Incentive Plan, as
amended, is incorporated herein by reference to Exhibit 10(j) to
the Form 10-K filed for the fiscal year ended January 29, 1994. *
(k) The General Deferred Compensation Plan, as amended, is
incorporated herein by reference to Exhibit 10(n) to the Form 10-
K filed for the fiscal year ended January 27, 1990. *
(l) 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. *
(m) The 1993 Stock Option Plan for Non-Employee Directors is
incorporated herein by reference to Exhibit 10.1 to the Form 10-Q
filed for the quarter ended May 1, 1993. *
(n) The Retirement Plan for Directors, as amended, is incorporated
herein by reference to Exhibit 10.2 to the Form 10-Q filed for
the quarter ended May 1, 1993. *
(o) The form of Indemnification Agreement between the Company 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. *
(p) The Trust Agreement dated as of April 8, 1988 between the Company
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. *
(q) The Trust Agreement dated as of April 8, 1988 between the Company
and 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. *
PAGE 15
(r) The Distribution Agreement dated as of May 1, 1989 between the
Company and Waban Inc. is incorporated herein by reference to
Exhibit 3 to the Company's Current Report on Form 8-K dated June
21, 1989.
(s) The Services Agreement between the Company and Waban Inc. dated
as of May 1, 1989 is incorporated herein by reference to Exhibit
4 to the Company's Current Report on Form 8-K dated June 21,
1989. Correspondence related to the Services Agreement is
incorporated herein by reference to Exhibit 10(dd) to the Form
10-K filed for fiscal year ended January 27, 1990.
Correspondence related to the Services Agreement is incorporated
herein by reference to Exhibit 10(z) to the Form 10-K filed for
fiscal year ended January 26, 1991. Correspondence related to
the Services Agreement is incorporated herein by reference to
Exhibit 10(x) to the Form 10-K filed for the fiscal year ended
January 25, 1992. Correspondence related to the Services
Agreement is incorporated herein by reference to Exhibit 10(s) to
the Form 10-K filed for fiscal year ended January 30, 1993.
Correspondence related to the Services Agreement is incorporated
herein by reference to Exhibit 10(s) to the Form 10-K filed for
the fiscal year ended January 30, 1994.
(t) The Agreement between the Company and Waban Inc. related to
computer services dated as of January 29, 1995 is filed herewith.
(u) The Executive Services Agreement between the Company and Waban
Inc. dated as of June 1, 1989, with respect to the services of
Sumner L. Feldberg is incorporated herein by reference to Exhibit
10(ff) to the Form 10-K filed for the fiscal year ended January
27, 1990.
(v) The Executive Services Agreement between the Company and Waban
Inc. dated as of June 1, 1989, with respect to the services of
Arthur F. Loewy is incorporated herein by reference to Exhibit
10(gg) to the Form 10-K filed for the fiscal year ended January
27, 1990. Amendment dated as of January 26, 1991 to Executive
Services Agreement between the Company and Waban Inc. with
respect to the services of Arthur F. Loewy is incorporated herein
by reference to Exhibit 10(cc) to Form 10-K filed for the fiscal
year ended January 26, 1991. Amendment No. 2 dated as of January
25, 1992 to Executive Services Agreement between the Company and
Waban Inc. with respect to the services of Arthur F. Loewy is
incorporated herein by reference to Exhibit 10(aa) to the Form
10-K filed for the fiscal year ended January 25, 1992. Amendment
No. 3 dated as of January 30, 1993 to Executive Services
Agreement between the Company and Waban Inc. with respect to the
services of Arthur F. Loewy is incorporated herein by reference
to Exhibit 10(u) to Form 10-K filed for the fiscal year ended
January 30, 1993. Amendment No. 4 dated as of January 29, 1994
to Executive Services Agreement between the Company and Waban
Inc. with respect to the services of Arthur F. Loewy is
incorporated herein by reference to Exhibit 10(u) to the Form 10-
K filed for the fiscal year ended January 29, 1994.
PAGE 16
(w) The Agreement dated as of July 5, 1989 between the Company and
Waban Inc. is incorporated herein by reference to Exhibit 10(hh)
to the Form 10-K filed for the fiscal year ended January 27,
1990.
(11) Statement re computation of per share earnings.
This statement is filed herewith.
(13) Annual Report to security holders.
Portions of the Annual Report to Stockholders for the fiscal year
ended January 28, 1995 are filed herewith.
(21) Subsidiaries.
A list of the Registrant's subsidiaries is filed herewith.
(23) Consents of experts and counsel.
The Consent of Coopers & Lybrand L.L.P. 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 the Company is filed herewith.
* Management contract or compensatory plan or arrangement.
PAGE 17
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 19, 1995
/s/ Donald G. Campbell
Donald G. Campbell
Senior Vice President - Finance
PAGE 18
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/ BERNARD CAMMARATA /s/ DONALD G. CAMPBELL
Bernard Cammarata, President Donald G. Campbell, Senior
and Principal Executive Officer Vice President - Finance,
and Director Principal Financial and
Accounting Officer
PHYLLIS B. DAVIS* ROBERT F. SHAPIRO*
Phyllis B. Davis, Director Robert F. Shapiro, Director
STANLEY H. FELDBERG* WILLOW B. SHIRE*
Stanley H. Feldberg, Director Willow B. Shire, Director
SUMNER L. FELDBERG* BURTON S. STERN*
Sumner L. Feldberg, Director Burton S. Stern, Director
ARTHUR F. LOEWY* FLETCHER H. WILEY*
Arthur F. Loewy, Director Fletcher H. Wiley, Director
JOHN M. NELSON* ABRAHAM ZALEZNIK*
John M. Nelson, Director Abraham Zaleznik, Director
Dated: April 19, 1995
*By /s/ DONALD G. CAMPBELL
Donald G. Campbell
as attorney-in-fact
PAGE 19
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
THE TJX COMPANIES, INC.
FORM 10-K
ANNUAL REPORT
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
For the Fiscal Years Ended
January 28, 1995, January 29, 1994
and January 30, 1993
THE TJX COMPANIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
For Fiscal Years Ended January 28, 1995, January 29, 1994 and
January 30, 1993
Report of Independent Accountants 30*
Consent of Independent Accountants F-2
Selected Quarterly Financial Data (Unaudited) 36*
Consolidated Financial Statements:
Consolidated Statements of Income for the fiscal
years ended January 28, 1995, January 29, 1994 and
January 30, 1993 16*
Consolidated Balance Sheets as of January 28, 1995
and January 29, 1994 17*
Consolidated Statements of Cash Flows for the fiscal
years ended January 28, 1995, January 29, 1994 and
January 30, 1993 18*
Consolidated Statements of Shareholders' Equity for
the fiscal years ended January 28, 1995, January 29,
1994 and January 30, 1993 19*
Notes to Consolidated Financial Statements 21-29*
* Refers to page numbers in the Company's Annual Report to
Stockholders for the fiscal year ended January 28, 1995, certain
portions of which pages are incorporated by reference in Part II,
Item 8 of this report as indicated.
F-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements of The TJX Companies, Inc. on Form S-3 (File No. 33-50259)
and on Forms S-8 (File Nos. 2-79089 and 33-12220) of our report dated
March 1, 1995, on our audits of the consolidated financial statements
of The TJX Companies, Inc. as of January 28, 1995 and January 29, 1994
and for the years ended January 28, 1995, January 29, 1994 and January
30, 1993 which report is incorporated by reference in this Annual
Report on Form 10-K.
Boston, Massachusetts
April 19, 1995 Coopers & Lybrand L.L.P.
F-2