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When a great buy is located, TJX buyers communicate with each other internationally and across divisions, sharing information and resources. This gives TJX a great competitive edge. |

| In 1997, T.J. Maxx and Marshalls continued to achieve great success
as a result of our steadfast commitment to the off-price concept
and to our focus on the execution of our business. Our enhanced
presence in the marketplace, the talent of our buying organization,
skilled inventory management, diligent expense control and differentiating
the identities of these two major chains were among the keys to
our success. At both T.J. Maxx and Marshalls, we continued to provide our customers with compelling values on an ever-increasing and changing selection of brand name merchandise. As always, we believe value is offered only when the right fashion, quality and price are all in place! The talent of our buying organization played a critical role in our success. We continued to see the benefits of the powerful cross fertilization that resulted from the integration of the T.J. Maxx and Marshalls buying and merchandising groups. Merchandise categories that benefited in particular were menswear, childrens apparel, domestics and lingerie. One of our greatest assets is the ability to keep our open-to-buy inventory position fluid. Skilled inventory management continued to give us a distinct competitive advantage. In addition, during 1997, expense savings created by the synergies between T.J. Maxx and Marshalls continued to contribute to our bottom line. In 1998, we expect that further expense savings will be achieved by these synergies. We have successfully maintained separate identities between T.J. Maxx and Marshalls, allowing for unique and exciting shopping experiences within both stores. We have accomplished this in a variety of ways, including differences in merchandising strategies, aesthetics and marketing campaigns. Our strong record speaks to the strength and staying power of our off-price concept. While the major components of our business, opportunistic buying, maintaining low expenses and offering excellent values, have remained fundamental, we have evolved over the years, changing with the times and keeping pace with the latest trends. Having ended 1997 with 580 T.J. Maxx and 461 Marshalls stores, we expect to open a combined total of approximately 35-40 stores annually over the next several years and close about 10 stores each year, netting 25-30 new stores per year. By the end of the year 2000, T.J. Maxx and Marshalls should jointly have over 1,100 stores in operation. In addition, as we head toward the year 2000, we expect further growth in comparable store sales and operating margin. Thus, T.J. Maxx and Marshalls will comprise the lions share of our Companys earnings growth. |

| Winners Apparel Ltd. flourished in 1997, achieving outstanding
results that outpaced our expectations. This division executed
its mission particularly well in merchandising and expense control.
We also had great success in expanding categories such as ladies
footwear, special sizes, giftware and domestics. In the years since 1990, when we acquired Winners, we have grown this business from a five-store, Toronto-based operation to the premiere off-price apparel retailer in Canada, with 76 stores nation-wide. In 1997, we opened 11 stores. Over the next several years, we estimate a compound annual growth rate in square footage of 14% at Winners. Thus, Winners should operate over 100 stores by the end of the year 2000. We also anticipate comparable store sales growth and operating margin enhancement at Winners as this business gains leverage in its expenses. Thus, Winners continues to play a major role in our future growth story. |
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