THE TJX COMPANIES, INC. 2019 ANNUAL REPORT 40742 TJXC-GL-COMMS-2019-Annual-Report-0306-205644-FY20-8_5x11-COVER-F CC20.indd 1 4/6/20 2:58 PM 40742 TJXC-GL-COMMS-2019-Annual-Report-0306-205644-FY20-8_5x11-COVER-F CC20.indd 2 4/6/20 10:58 AM TO OUR FELLOW SHAREHOLDERS: As we write this, the world is navigating through an unprecedented environment due to the COVID-19 pandemic. Our hearts are with the people around the world who have been affected by this outbreak. As a Company, we believe we have taken the necessary steps to do our part to help prevent the further spread of this virus, with the safety and well-being of our Associates, customers, and communities being a top priority. In March of 2020, we temporarily closed all of our stores, online businesses, and distribution and fulfillment centers, as well as our global offices. This year we have decided not to publish a full shareholder letter recapping our 2019 performance. In this uncertain environment, we would like to direct you to the Investor section of our website at TJX.com where you can find the most recent Company information, financial results, news, and COVID-19 business updates. TJX is a fundamentally strong company. We had another year of excellent results in 2019 with consolidated net sales reaching $41.7 billion. We also delivered a 4% comparable store sales increase driven by traffic increases at each of our four major divisions. Throughout our 43-year history, we have weathered many challenging environments together with our Associates and our loyal customers. While the COVID-19 pandemic is currently causing significant uncertainty in the world, we are confident that our flexible off- price business model, and delivering consumers a great mix of merchandise at excellent values, every day, will continue to be our winning retail formula longer term. We have a senior leadership team with deep TJX and retail experience who are fully dedicated to successfully managing our response through this crisis, while continuing to focus on the long-term vision for our Company. We would like to sincerely thank our Associates and teams around the globe for their hard work and dedication, which led to a great year in 2019. We are also grateful to all of our customers for their patronage, and we look forward to serving them again in the future. Finally, we thank our fellow shareholders, vendors, and other business associates for their support. Carol Meyrowitz Ernie Herrman EXECUTIVE CHAIRMAN CHIEF EXECUTIVE OFFICER OF THE BOARD AND PRESIDENT 40742 10K P1 P2 LETTER CC20.indd 1 4/9/20 12:32 PM 40742 10K P1 P2 LETTER CC20.indd 2 4/9/20 9:24 AM FORM 10-K CONTENTS PAGE Business Overview 4 Store Locations 19 Selected Financial Data 23 Management’s Discussion and Analysis 23 Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements F-4 Notes to Consolidated Financial Statements: F-9 Segment Information F-22 Selected Quarterly Financial Data F-39 40742 P3 P4 P90-92 10K CC20.indd 3 4/6/20 11:50 AM TJX STOCK PERFORMANCE Five-Year Cumulative Performance of TJX Stock Compared with the S&P 500 Index and the Dow Jones Apparel Retailers Index 200 TJX 175 S&P 150 DJARI 125 100 DOLLARS 75 50 25 0 BASE YEAR 2016 2017 2018 2019 2020 FISCAL YEARS The line graph above compares the cumulative performance of TJX’s common stock with the S&P 500 Index and the Dow Jones Apparel Retailers Index as of the date nearest the end of TJX’s fiscal year for which indexdata is readily available for each year in the five-year period ended February 1, 2020. The graph assumes that $100 was invested on January 30, 2015, in each of TJX’s common stock, the S&P 500 Index, and the Dow Jones Apparel Retailers Index, and that all dividends were reinvested. 40742 P3 P4 P90-92 10K CC20.indd 4 4/9/20 12:27 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended February 1, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number 1-4908 The TJX Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 04-2207613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 770 Cochituate Road Framing ham, 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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 per share TJX New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ . Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting common stock held by non-affiliates of the registrant on August 3, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was $63.3 billion based on the closing sale price as reported on the New York Stock Exchange. There were 1,197,698,188 shares of the registrant’s common stock, $1.00 par value, outstanding as of February 29, 2020. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on June 9, 2020 (Part III). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Form 10-K and our 2019 Annual Report to Shareholders contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including some of the statements in this Form 10-K under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and in our 2019 Annual Report to Shareholders under our letter to shareholders and our performance graphs. Forward-looking statements are inherently subject to risks, uncertainties and potentially inaccurate assumptions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have generally identified such statements by using words indicative of the future such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These “forward-looking statements” may relate to such matters as our future actions, future performance or results of current and anticipated sales, expenses, interest rates, foreign exchange rates and results and the outcome of contingencies such as legal proceedings. We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. The risks set forth under Item 1A of this Form 10-K describe major risks to our business. A variety of factors including these risks could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks materialize, or should our underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements.